Easy Fincorp Ltd Directors Report

Dear Members,

Your Board of Directors ("Board") is pleased to present the 41^st Annual Report of Easy Fincorp Limited ("the Company"), together with the Audited Financial Statements and the Reports of the Statutory Auditors thereon, for the financial year ended 31^st March, 2026.

Financial results: (Rs. in Lakhs)

Particulars	Year ended 31st March 2026	Year ended 31st March 2025
Revenue from Operations	-	-
Other Income	9.56	9.66
Total Income	9.56	9.66
Less: Employee Benefit Expense	6.51	4.73
Less: Finance Costs	15.69	14.55
Less: Other expenses	8.98	8.07
Profit/ (Loss) before Tax Expense (PBT)	(21.62)	(17.69)
Less: Net Tax Expense (Current & Deferred)	(3.95)	(6.93)
Profit / (Loss) of the year (PAT)	(17.67)	(10.76)
Total Other Comprehensive Income for the year (net of tax)	(238.73)	766.22
Total Comprehensive Income/(Loss) for the year	(256.40)	755.46
Earnings per equity share of Rs. 10/- each, Basic and Diluted	(7.21)	(4.39)

State of Company’s affairs & overview:

The equity shares of the Company are listed on BSE Limited. The Company recorded a total income of Rs. 9.56 lakhs as compared to Rs. 9.66 lakhs in the previous year and registered a Loss after tax of Rs. 17.67 lakhs as compared to a Loss after tax of Rs. 10.76 lakhs in the previous year. The Company has not earned any operating revenues during the period under review. There was no change in the nature of business during the year.

Disclosure of accounting treatment

The financial statements for the year ended 31st March, 2026 of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013, read with the relevant rules issued thereunder. The Company has not followed any accounting treatment different from that prescribed under the applicable Indian Accounting Standards during the financial year 2025-26.

Material changes and commitments affecting financial position:

No material changes and commitments are affecting the financial position of the Company that have occurred between the close of the financial year ended 31^st March, 2026 and the date of this Board’s Report except as referred to in note no. 23 of the Financial Statement.

Reserves:

In view of the loss incurred during the year, no amount has been transferred to the General Reserve.

Dividend:

In view of the losses incurred during the year, the Board has not recommended any dividend on Equity Shares.

Share capital:

During the year, there was no change in the Companys issued, subscribed, and paid-up capital.

Details of Holding Company, Subsidiary, Associates & Joint Ventures:

Rainbow Investments Limited continues to be the holding Company of your Company. The Company had no Subsidiaries, Associates or Joint Ventures during the year.

Annual return:

In accordance with the provisions of Section 92(3] read with Section 134(3) (a) of the Act, the Annual Return of the Company is hosted on the website of the Company at

https://easyfmcorp.com/investors.html

?> Public deposits:

During the year under review, the Company has not accepted any deposits within the meaning of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Hence, disclosures regarding details of deposits covered under Chapter V of the Act are not required.

Corporate Social Responsibility:

As the Company does not meet the criteria mentioned in section 135 of the Companies Act, 2013, the provisions of Corporate Social Responsibility are not applicable.

Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014:

The Company has used accounting software for maintaining its books of account for the financial year ended 31^st March, 2026, which has a feature of recording an audit trail facility, and the same has operated throughout the financial year for all transactions recorded in the software. Further, during the year, the audit trail feature has not been tampered with, and the audit trail has been preserved by the Company as per the statutory requirements for record retention.

Particulars of loans, guarantees or investments under section 186 of the Act:

Particulars of investments covered under Section 186 of the Companies Act, 2013 are provided in Note No. 3 to the Financial Statements forming part of this Annual Report. Further, during the financial year ended 31^st March, 2026, the Company has not granted any loans or provided any guarantees or securities under Section 186 of the Companies Act, 2013.

Changes in Directors and Key Managerial Personnel during the year:

The Board continues to have an appropriate mix of Non-Executive and Independent Directors with diverse experience, skill sets, expertise and knowledge. During the financial year 2025-26, Ms. Bhawna Agarwal (DIN: 11208255) was appointed as an Additional Non-Executive, Non-Independent Director with effect from 5^th August 2025. Her appointment was regularized in the 40^th AGM of the Company held on 2^nd September, 2025. Ms. Jostna Shrestha (DIN: 07143678) resigned from the Board with effect from 5^th August 2025 due to preoccupation and other personal commitments.

In terms of key managerial personnel changes, Mr. Asish Kumar Chaudhuri was re-appointed as Chief Executive Officer with effect from 1^st October, 2025 upon completion of his previous term. Similarly, Mr. Sandeep Kumar Jhunjhunwala was re-appointed as Chief Financial Officer with effect from 17^th March 2026 upon completion of his previous term. The Board approved their reappointment based on the recommendation of the Nomination and Remuneration Committee. The Company obtained all necessary declarations, disclosures, consents, and undertakings as required under applicable provisions of law and regulatory requirements.

Mr. Raj Karan Daga (DIN: 10747430) retires by rotation and being eligible, offers himself for reappointment at the ensuing 41^st AGM of the Company. Brief profile and other details of Mr. Daga seeking reappointment are provided at page no. 15 of this Annual Report

Declaration by Independent Directors:

All Independent Directors have provided declarations that they meet the criteria of independence as laid down u/s 149(6) of the Companies Act, 2013 & Regulation 16(l)(b) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. They have also complied with the code for independent directors prescribed in Schedule IV of the Companies Act, 2013.

Further, the Independent Directors have confirmed that they have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014. The Board is of the opinion that their continued appointment conforms to the standards of integrity, expertise, and experience and their deliberations and discussions are independent of the Management

Details of the attendance of the Board of Directors:

During FY 2025-26, Five (5) Board Meetings and One (1) General Meeting were held. The details are as follows:

Attendance of the Directors

Name of Directors	AGM 2nd Sep, 2025	IBM	2BM	3BM	4BM	5BM	Entitled to attend the Board meetings during 25-26	No. of meetings attended
		20th May, 25	5th Aug, 25	3rd Sep, 25	7th Nov, 25	10th Feb, 26
Rajendra Dey	?	?	?	?	?	?	5	5
Atul Lakhotia	?	?	?	?	?	?	5	5
lostna Shrestha	NA	?	?	NA	NA	NA	2	2
Raj Karan Daga	?	?	?	?	?	?	5	5
Tarun Goyal	?	?	?	?	?	?	5	5
R. C. Kurup	L	L	?	L	L	?	5	2
Bhawna Agarwal	?	NA	NA	?	?	?	3	3

?= Present L = Leave of Absence Granted, NA = Not Applicable

*> Details of Audit Committee: The Audit Committee of the Board of Directors consists of:

• Mr. Atul Lakhotia (Non-Executive Non-Independent Director)

• Mr. Rama Chandra Kurup (Independent Director)

• Mr. Tarun Goyal (Independent Director)

During the financial year 2025-26, four (4) meetings of the Audit Committee were held. All recommendations made by the Audit Committee during the year were duly accepted by the Board of Directors. The details of attendance of the members at the said meetings are provided below: Attendance of the Members

Name of Members	1	2	3	4
	20th May 2025	5th Aug, 2025	7th Nov, 2025	10th Feb, 2026	Entitled to attend the meetings during the F.Y.	No. of meetings attended
Atul Lakhotia	?	?	?	?	4	4
R. C. Kurup	L	?	L	?	4	2
Tarun Goyal	?	?	?	?	4	4

?- Present, L = Leave of Absence Granted

The terms of reference of the Committee are in accordance with the provisions of Section 177 of the Companies Act, 2013. The Chief Financial Officer and Chief Executive Officer are the permanent invitees to the Committee meetings, and the Company Secretary acts as Secretary to the Committee. Your Company has a well-structured internal audit system commensurate with its size and operations. During the year, there was no occasion when the Board had not accepted the recommendations of the Audit Committee.

Details of Nomination and Remuneration Committee: This Committee of the Board consists of:

• Mr. Atul Lakhotia (Non-Executive Non-Independent Director]

• Mr. Rama Chandra Kurup (Independent Director]

• Mr. Tarun Goyal (Independent Director]

During 2025-2026, four (4) Nomination and Remuneration Committee meetings were held. The attendance of the members is given below:

Attendance of the Members

	1	2	3	4
Name of Members	20th May 2025	5th Aug, 2025	3rd Sep, 2025	10* Feb, 2026	Entitled to attend the meetings during the F. Y.	No. of meetings attended
Atul Lakhotia	?	?	?	?	4	4
R. C. Kurup	L	?	L	?	4	2
Tarun Goyal	?	?	?	?	4	4

? = Present, L = Leave of Absence Granted

The Company has in place a Nomination and Remuneration Policy containing criteria for determining qualifications, positive attributes and independence of Directors and other matters as required under the Companies Act, 2013 and applicable provisions of the SEBI Listing Regulations. The Policy is available on the Companys website at http://www.easyfincorp.com/board-policies.html

The salient features of the Policy include criteria for determining qualifications, positive attributes and independence of Directors, criteria relating to remuneration of Directors, KMPand other employees, and the process for appointment and evaluation. There was no change in the Policy during the year under review.

Annual Performance Evaluation:

The Board has adopted an evaluation framework on the recommendation of the Nomination & Remuneration Committee (NRC] for evaluating its own performance as well as that of its Committees and Individual Directors. Accordingly, Performance Evaluation Templates were circulated to all the Directors covering the areas relevant to their functioning and evaluation of the performance of each Director/Committee or Board as a whole. The Independent Directors carried out annual performance evaluations of the other Non-Executive Directors. The performance of each Committee was evaluated by the Board, and based on the report on evaluation received from respective Committees, a summarized report was shared with the Board for its review and feedback was given to each Director.

Prevention of Insider Trading:

The Company has adopted a Code of Conduct for Prevention of Insider Trading as amended from time to time with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code. Details of Designated persons with their PAN were also uploaded with NSDL for the purpose of freezing of trades during the trading window closure period. The Code of Conduct for Prevention of Insider Trading is also available at http://www.easyfincorp.com/board-policies.html.

Details of One-Time Settlement while availing a Loan from Banks and Financial Institutions:

There was no one-time settlement of loans from Banks or Financial Institutions during the year.

Directors Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013, our Directors, to the best of their knowledge and ability, confirm that:

i. in the preparation of the Annual Accounts, the applicable accounting standards had been followed, and there are no material departures;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent 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 and loss of the Company for that period;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the Annual Accounts on a ‘Going Concern’ basis;

v. they have laid down internal financial controls in the Company that are adequate and were operating effectively; and

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws, and these are adequate and are operating effectively.

Particulars of contracts or arrangements with related parties:

All related party transactions entered into during the year were in the ordinary course of business and on an arms length basis. Accordingly, no transaction required approval of the Board/shareholders under Section 188(1) of the Companies Act, 2013, as applicable. Accordingly, there were no contracts or arrangements required to be disclosed in Form AOC-2 pursuant to Section 134(3)(h) read with Rule 8(2) of the Companies (Accounts) Rules, 2014. Further, there are no materially significant Related Party Transactions during the year under review made by the Company with its Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large. Related Party T ransactions, if any, are placed before the Audit Committee for its prior approval.

Internal Control Systems and their Adequacy

The Company has adequate Internal Financial Controls commensurate with the size and nature of its operations. The Internal Audit function is carried out by an independent Firm of Chartered Accountants under the oversight of the Audit Committee, which reviews the audit findings and monitors necessary corrective actions. The Statutory Auditors have reported that the Companys Internal Financial Controls over Financial Reporting were adequate and operating effectively in all material respects.

Particulars of employees:

Particulars of employees as per Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given as Annexure: I to this Report. There were no employees of the Company drawing remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Remuneration to Key Managerial Personnel was given in accordance with the nomination and remuneration policy of the Company.

Conservation of energy, technology absorption and foreign exchange earnings and outgo:

Conservation of Energy: Considering the nature of activities undertaken by the Company, the provisions relating to conservation of energy are not materially applicable. No capital investment was made on energy conservation equipment during the year.

Technology Absorption: Considering the nature of the Companys activities, the particulars relating to technology absorption, import of technology and expenditure on research and development are not applicable to the Company.

Foreign Exchange Earnings and Outgo: Foreign Exchange Earnings: Nil; Foreign Exchange Outgo: Nil.

Vigil Mechanism policy/ Whistleblower policy:

In compliance with the provisions of Section 177(9) of the Companies Act, 2013, the Company has framed a vigil mechanism policy and system of vigil mechanism to deal with instances of fraud and mismanagement, if any, and concerns about violation of the Companys policies. The Policy is available on the website at http://www.easyfincorp.com/board-policies.html

Risk Management:

The Company has an appropriate risk management framework commensurate with the size and nature of its operations. The Board periodically reviews key risks relating to operations, investments and regulatory compliance and takes appropriate measures to mitigate them. In the opinion of the Board, there are no risks that may threaten the existence of the Company.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has zero tolerance towards sexual harassment at its workplace and has adopted a Policy for Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act”) to provide a safe, secure and enabling environment, free from sexual harassment. The details of complaints received, disposed of, and pending during the year are as under:

Complaints Received	Complaints Disposed-Off	Pending for more than 90 days
Nil	Nil	Nil

Maternity benefit provided by the Company under the Maternity Benefit Act, 1961:

The Company confirms its compliance with the provisions of the Maternity Benefit Act, 1961. While no maternity cases were reported during the financial year 2025-26, the Company remains committed to extending all requisite benefits under the Act, including paid maternity leave, continued salary and service, and nursing breaks to all eligible women employees as and when applicable.

Compliance with NFRA Circular dated 07^th January 2026

Pursuant to and in compliance with the requirements stipulated under the circular issued by the National Financial Reporting Authority (NFRA) dated 07^th January 2026, the Board of Directors has approved and adopted a structured and documented Policy on Two-Way Communication between the Statutory Auditor and Those Charged with Governance (TCWG).

The Audit Committee has been entrusted with the responsibility of overseeing the implementation of the Policy, monitoring adherence thereto, and conducting periodic reviews to assess its effectiveness and ensure continued compliance with the applicable regulatory requirements and best governance practices.

Details of application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016:

During the financial year under review, no application was made, and no proceeding was pending under the Insolvency and Bankruptcy Code, 2016.

Data Privacy, Data Protection, and Cyber Security

The Company is committed to upholding the highest standards of data privacy and protection. The Company has implemented measures for cyber security and data protection to match the evolving regulatory framework, including provisions under the Information Technology Act, 2000, and applicable data protection regulations.

Details of significant and material orders passed by the regulators, courts and tribunals:

No significant and material orders were passed by the Regulators, Courts and Tribunals impacting the going concern status and the Company’s operations in the future.

Cost records and cost audit:

The provisions relating to maintenance of cost records and cost audit under Section 148 of the Companies Act, 2013 read with relevant rules made thereunder are not applicable to the Company.

Statutory Auditor:

M/s Ray & Ray Chartered Accountants (Firm Registration No.: 301072E) were appointed as the Statutory Auditors of the Company for the term of five consecutive financial years, i.e., to hold office till the conclusion of the AGM of the Company to be held in the year 2028.

The statutory auditors has expressed an unmodified opinion on the audit of financial statements for the financial year 2025-26, and there is no qualification, reservation or adverse remark given by the Auditor in their report. No instances of fraud have been reported by the Statutory Auditors of the Company under Section 143(12) of the Companies Act, 2013. The Report is enclosed with the financial statements in this Annual Report.

Secretarial Auditor:

Pursuant to Section 204 of the Companies Act, 2013 and the applicable rules, the Company has appointed M/s K. Arun & Co., Practicing Company Secretaries, Kolkata, as the Secretarial Auditor for the financial year 2025-26. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark and the Audit Report, forming part of this Annual Report as ANNEXURE II, is self-explanatory. No instances of fraud have been reported by the Secretarial Auditors of the Company under Section 143(12) of the Companies Act, 2013.

As per Regulation 15(2) oftheSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions relating to Corporate Governance, including Regulation 24A, which mandates the appointment of a Secretarial Auditor for a continuous term of five years by approval of shareholders, are not applicable to the Company. This is due to the Company’s paid-up equity share capital and net worth being below the specified thresholds of ^10 crore and Rs.25 crore, respectively, in each of the last three financial years. However, in compliance with Section 204 of the Companies Act, 2013, the Company has already appointed a Secretarial Auditor for the financial year 2026-27.

Secretarial Standards:

During the year under review, the Company has complied with the applicable Secretarial Standards, issued by the Institute of Company Secretaries of India pursuant to Section 118 of the Companies Act, 2013 relating to Meetings of the Board of Directors and General Meetings.

Corporate Governance Report:

The Company has paid up equity share capital not exceeding Rs. 10 crore and net worth not exceeding Rs. 25 crores as on the last day of the previous three financial years, hence the provisions of regulation 15 of SEBI (LODR) Regulations, 2015 relating to the compliance with the corporate governance provisions as specified in Regulations 17,17A, 18,19, 20, 21, 22, 23, 24, 24A, 25, 26, 26A, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V do not apply to the Company.

Compliance with the Code of Conduct:

The Company has voluntarily adopted a Code of Conduct for Board Members and Senior Management Personnel. All Directors and Senior Management Personnel have affirmed compliance with the Code for the financial year ended 31^st March, 2026. The Code is available on the website of the Company at http://www.easyfincorp.com/board-policies.html

Acknowledgements:

Your Directors wish to place on record their appreciation for the valuable services rendered by the employees of the Company. The Directors would also like to express their appreciation and thanks to the Bankers, Regulatory Authorities, Stock Exchange, Depositories, Registrar and Share Transfer Agent, Auditors and Shareholders for their continued support and cooperation.

	On Behalf of the Board of Directors
Place: Kolkata	Easy Fincorp Limited
Date: 18th May, 2026	Sd/-	Sd/-
	Rajendra Dey	Atul Lakhotia
	Director	Director
	DIN: 07011234	DIN:00442901