Goyal Associates Ltd Management Discussions

Your directors are pleased to present the Management Discussion and Analysis Report covering the operational and financial performance of Goyal Associates Limited (the Company) for the financial year ended 31st March, 2026.

The Management Discussion and Analysis should be read in conjunction with the audited financial statements of the Company and the accompanying notes thereto.

1. NBFC BUSINESS

Goyal Associates Limited is a Non-Banking Financial Company registered with the Reserve Bank of India (RBI) and is engaged in financial services with a focus on lending activities. The Company is also progressing towards a technology-enabled and customer-centric approach to lending, including digital processes for customer acquisition, credit assessment, servicing and collection, as appropriate to its business model.

The Companys operations are conducted within the applicable regulatory framework prescribed by the RBI and other applicable laws and regulations. The Company continues to focus on responsible lending practices, prudent credit assessment, customer servicing, regulatory compliance and effective risk management.

The financial statements for the year ended 31st March, 2026 have been prepared in accordance with the applicable provisions of the Companies Act, 2013, Indian Accounting Standards (Ind AS) and applicable RBI regulations and guidelines.

2. ECONOMIC OVERVIEW

Global Economy

The global economy continued to operate in an environment characterised by geopolitical uncertainties, evolving trade policies, fluctuating commodity prices and varying inflationary conditions. While inflationary pressures moderated in several major economies, the pace and timing of monetary policy normalisation remained uncertain.

Global financial markets continued to remain sensitive to interest-rate expectations, geopolitical developments and capital flows. These factors have implications for emerging economies, including India, particularly through their impact on foreign investment, currency movements, funding costs and overall financial conditions.

Indian Economy

The Indian economy continued to demonstrate resilience during FY 2025-26, supported by domestic consumption, public and private investment, infrastructure development and continued formalisation of economic activity.

The financial services sector continued to benefit from increasing digital adoption, formalisation of credit, improved financial inclusion and growing demand from retail customers and small businesses.

The continuing expansion of digital infrastructure, mobile connectivity and data-based credit assessment is creating opportunities for financial institutions to improve customer reach and operational efficiency. At the same time, the financial sector remains subject to risks arising from credit quality, regulatory changes, cybersecurity, fraud and changing customer behaviour.

The RBI continues to strengthen the regulatory framework applicable to NBFCs and digital lending, with increasing emphasis on transparency, customer protection, responsible lending, governance and risk management. (Reserve Bank of India)

3. OUTLOOK FOR THE INDIAN FINANCIAL SERVICES SECTOR

The Indian financial services industry is expected to remain an important contributor to economic growth. NBFCs continue to play a significant role in providing credit to segments where conventional banking channels may have limitations.

The sector is increasingly adopting technology across the lending lifecycle, including digital customer onboarding, electronic documentation, automated underwriting, data-based credit assessment, digital repayment mechanisms and collection monitoring.

However, the operating environment for NBFCs is becoming increasingly competitive. Smaller NBFCs may face pressure on margins, access to capital, technology investment and regulatory compliance. Recent industry analysis has highlighted that smaller NBFCs have experienced greater pressure from competition and increased compliance costs compared with larger, better-capitalised players. (CRISIL)

Accordingly, sustainable growth in the NBFC sector is expected to depend not merely on loan growth but also on: quality of credit underwriting; asset quality and collection efficiency; prudent capital management; technology adoption; customer protection; regulatory compliance; cybersecurity and data protection; and efficient cost management.

4. DIGITAL LENDING INDUSTRY

Digital lending continues to transform the Indian financial services ecosystem.

The increasing use of smartphones, digital payments, Aadhaar-enabled infrastructure, account aggregation, electronic KYC and data-driven credit assessment has created opportunities for lenders to serve customers in a faster and more convenient manner.

For NBFCs, digital lending can improve scalability by reducing turnaround time, enabling remote customer onboarding and improving monitoring of loan portfolios.

However, digital lending also presents additional risks. These include cyber fraud, identity theft, data privacy, algorithmic and model risk, customer complaints, inappropriate recovery practices, third-party service-provider risks and regulatory compliance requirements.

The RBIs regulatory approach increasingly emphasises responsible digital lending, transparency in customer charges and arrangements involving lending service providers. Accordingly, the Company intends to maintain appropriate controls over its digital lending processes and associated service providers.

The Company believes that technology should remain an enabler of responsible lending rather than a substitute for sound credit assessment and risk management.

5. INDUSTRY OVERVIEW NBFCs

NBFCs have become an integral part of Indias financial system by providing credit across retail, MSME, vehicle finance, housing, consumer and other segments.

The sector has benefited from increasing financial inclusion, rising formalisation of the economy and greater acceptance of digital financial services.

At the same time, the sector is experiencing a phase of greater regulatory and competitive maturity. Credit growth is expected to moderate from the exceptionally high levels witnessed during earlier periods, while lenders are expected to place greater emphasis on profitability and asset quality.

The increasing regulatory focus on capital adequacy, governance, customer protection, digital lending, outsourcing, cybersecurity and risk management is expected to strengthen the long-term sustainability of the industry.

For smaller NBFCs, maintaining adequate capital, disciplined underwriting and efficient operations will remain particularly important.

6. COMPANY OVERVIEW

Goyal Associates Limited is an RBI-registered NBFC engaged in lending and related financial activities.

During FY 2025-26, the Company continued to focus on its lending operations while maintaining a prudent approach towards credit deployment and financial risk.

The Company had loans amounting to 80.74 million as at 31st March, 2026, compared with 77.29 million as at 31st March, 2025, representing an increase of approximately 4.47% .

The Company maintained its equity share capital at 52.94 million during the year. Borrowings remained at 10.52 million, broadly unchanged from the previous year, indicating that the Company did not materially increase its external leverage during the year.

The Companys total assets stood at 84.99 million as at 31st March, 2026 compared with 84.77 million as at 31st March, 2025.

The Company continued to maintain a relatively conservative balance-sheet approach while focusing on strengthening its lending portfolio and operational capabilities.

7. FINANCIAL PERFORMANCE

During FY 2025-26, the Companys total revenue stood at 12.95 million, compared with 27.46 million in FY 2024-25.

Interest income from loans increased substantially to 12.33 million from 6.74 million in the previous year. This indicates that interest income continued to be the principal recurring source of revenue from the Companys lending operations.

However, processing fees and other charges declined significantly from 19.52 million in FY 2024-25 to 0.05 million during FY 2025-26. Consequently, the overall revenue of the Company declined despite the improvement in interest income.

Total expenses during FY 2025-26 stood at 15.92 million, compared with 18.83 million in FY 2024-25. Employee benefit expenses reduced from 9.05 million to 7.50 million, while depreciation and finance costs also declined.

The Company reported a loss before tax of 2.97 million and a loss after tax of 2.72 million during FY 2025-26, as compared with a profit after tax of 7.38 million in FY 2024-25.

The loss during the year was principally attributable to the significant reduction in processing fee and other operating income, together with the Companys continuing operating cost base.

Management remains focused on improving recurring interest income, rationalising operating expenses, strengthening portfolio quality and improving the overall efficiency of the lending business.

8. FINANCIAL POSITION

The Companys financial position as at 31st March, 2026 is summarised below:

Particulars	FY 2025-26	FY 2024-25	Change
Total Assets	84.99 million	84.77 million	0.26%
Loans	80.74 million	77.29 million	4.47%
Cash & Cash Equivalents	0.26 million	1.44 million	Decrease
Borrowings	10.52 million	10.52 million	Nil
Equity Share Capital	52.94 million	52.94 million	Nil
Other Equity	(0.54) million	2.10 million	Decrease
Total Revenue	12.95 million	27.46 million	-52.84%
Profit/(Loss) After Tax	(2.72) million	7.38 million	Decline

The Companys loan portfolio increased moderately during the year while borrowings remained unchanged. This indicates that the Company continued to operate without materially increasing its debt funding.

However, the decline in retained earnings/other equity during the year reflects the loss incurred during FY 2025-26. Management will continue to focus on improving earnings and strengthening the Companys net worth through sustainable operations.

9. KEY FINANCIAL RATIOS

Based on the audited financial statements, the key financial indicators are as follows:

Ratio / Indicator	FY 2025-26	FY 2024-25	Remarks
Loan Assets Growth	4.47%		Moderate increase in lending portfolio
Total Asset Growth	0.26%	40.00%	Asset base remained broadly stable
Borrowings/Total Assets	12.38%	12.41%	Leverage remained broadly stable
Debt / Equity*	0.20x	0.20x	Relatively conservative external leverage
Net Profit Margin	-21.00%	26.87%	Declined due to reduction in revenue
Interest Income Growth	82.94%		Significant improvement in recurring lending income
PAT	(2.72) million	7.38 million	Loss during FY 2025-26

*Calculated based on borrowings and reported equity; ratio interpretation should be read with reference to the Companys applicable NBFC regulatory framework and accounting presentation.

The financial ratios demonstrate that while the Companys lending portfolio and interest income showed improvement, the decline in processing fee income materially affected overall profitability.

10. OPPORTUNITIES

The Company sees several opportunities for sustainable growth in the NBFC and digital lending ecosystem:

Financial Inclusion

A large section of individuals and small businesses continues to require convenient and timely access to formal credit.

Digital Lending

Technology-enabled lending can help reduce turnaround time, improve customer experience and increase operational efficiency.

MSME and Retail Credit

Growing formalisation of small businesses and increasing household participation in formal financial services provide opportunities for appropriately structured retail and MSME credit products.

Data-driven Underwriting

The increasing availability of digital financial information can enable better credit assessment, provided that such information is used responsibly and within applicable regulatory and privacy requirements.

Operational Efficiency

Technology can help the Company improve loan monitoring, customer communication, collection efficiency and internal reporting.

11. THREATS AND RISKS

The Companys principal business risks include:

Credit Risk

Deterioration in the repayment capacity of borrowers may lead to increased delinquencies and impairment losses.

Regulatory Risk

The NBFC and digital lending sectors are subject to continuous regulatory developments. Changes in RBI regulations may require changes to business processes, technology and compliance systems.

Competition

The Company operates in an increasingly competitive lending environment involving banks, NBFCs, fintech companies and digital lending platforms.

Technology and Cybersecurity Risk

Greater dependence on technology increases exposure to cyberattacks, data breaches, fraud and operational disruptions.

Funding Risk

Availability and cost of funding can materially influence the Companys lending capacity and margins.

Interest Rate Risk

Changes in interest rates may affect borrowing costs, lending rates and the Companys net interest margins.

Concentration and Asset Quality Risk

Concentration of lending exposure to particular customer segments, geographies or products may increase portfolio risk.

The Company continues to monitor these risks and intends to strengthen appropriate risk-management and internal-control mechanisms commensurate with its scale and operations.

12. RISK MANAGEMENT

Risk management continues to be an important component of the Companys business strategy. The Company seeks to manage risk through appropriate credit assessment, borrower evaluation, loan monitoring, collection processes and periodic review of its loan portfolio.

In the context of digital lending, additional emphasis is placed on customer authentication, data security, access controls, monitoring of outsourced activities and appropriate oversight of technology and service providers. The Company endeavours to ensure that its lending practices remain aligned with applicable RBI requirements and its internal risk-management policies.

13. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has established internal control systems and procedures commensurate with the size, scale and nature of its operations.

The internal control framework is intended to safeguard assets, ensure accuracy and reliability of financial information, promote operational efficiency and facilitate compliance with applicable laws and regulations.

The Company periodically reviews its internal processes and controls to identify areas for improvement. Given the Companys digital lending orientation, particular attention is also required towards information security, data integrity, access controls, system availability and oversight of third-party service providers.

Management believes that the internal control systems in place are adequate and appropriate for the Companys present scale and operations.

14. HUMAN RESOURCES

Human resources remain an important component of the Companys operations.

The Company seeks to maintain a professional and responsible working environment and recognises the importance of employee capability in areas such as lending operations, customer service, compliance, technology and risk management.

During the year, the Company continued to focus on efficient utilisation of human resources and maintaining an appropriate cost structure in line with its business scale.

The Company also recognises the importance of continuous employee awareness regarding regulatory requirements, customer protection, cybersecurity and responsible lending practices.

15. OUTLOOK

The medium- to long-term outlook for Indias financial services sector remains positive, supported by economic formalisation, financial inclusion, digital infrastructure and increasing adoption of technology.

For Goyal Associates Limited, the immediate priority is to strengthen the quality and sustainability of its lending operations rather than pursuing growth at the cost of credit quality.

The Company intends to focus on: increasing recurring interest income; strengthening credit underwriting; maintaining portfolio quality; improving collection efficiency; controlling operating expenses; leveraging technology for operational efficiency; maintaining adequate regulatory compliance; and strengthening customer-centric lending practices.

The Company believes that disciplined growth, prudent risk management and efficient use of technology will be important for establishing a sustainable business model.

16. CAUTIONARY STATEMENT

This Management Discussion and Analysis contains certain forward-looking statements concerning the Companys future business prospects, strategies, financial performance and industry outlook.

These statements are based on the Companys current expectations, estimates and assumptions and are subject to various risks and uncertainties, including changes in economic conditions, interest rates, regulatory requirements, competition, credit quality, technology, cybersecurity and other factors.

Actual results may differ materially from those expressed or implied in such forward-looking statements.

The Company does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of future events, changes in assumptions or otherwise, except as may be required under applicable laws and regulations.

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31 ST MARCH, 2026

[Pursuant to Section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To, The Members, Goyal Associates Limited

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Goyal Associates Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing our opinion thereon.

Auditors Responsibility:

Our responsibility is to express an opinion on the compliance of the applicable laws and maintenance of records based on audit. We have conducted the audit in accordance with the applicable Auditing Standards issued by The Institute of Company Secretaries of India. The Auditing Standards requires that the Auditor shall comply with statutory and regulatory requirements and plan and perform the audit to obtain reasonable assurance about compliance with applicable laws and maintenance of records.

Based on our verification of the Goyal Associates Limiteds books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the company, its officers, agents and authorized representatives during the conduct of the secretarial audit and as per the explanations given to us and the representations made by the Management, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31 st March, 2026 generally complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records made available to us and maintained by Goyal Associates Limited (the Company) for the financial year ended on 31 st March, 2026, according to the applicable provisions of:

a. The Companies Act, 2013 (the Act) and the rules made there under, as applicable; b. The Securities Contract (Regulation) Act, 1956 (SCRA) and the rules made there under; c. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under; d. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings (Not Applicable to the Company during audit period);

The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act) to the extent applicable to the Company:

1. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

2. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

3. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009/2018. (Not Applicable to the Company during audit period)

4. The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021- (Not Applicable to the Company during audit period)

5. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Redeemable Preference Shares) Regulations, 2013 and the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (Not Applicable to the Company during audit period)

6. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client ( Not Applicable to the Company during audit period)

7. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 and the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 (Not Applicable to the Company during audit period) and

8. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 (Not Applicable to the Company during audit period)

9. Other rules, regulations or laws specifically applicable to the Company namely

Master Direction (Non-Banking Company Scale Based Regulation) Directions, 2023

We have also examined compliance with the applicable clauses of the following:

1) Secretarial Standards issued by The Institute of Company Secretaries of India; and

2) The Listing Agreements entered into by the Company with BSE Limited read with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, and Standards etc. except that following: -

1. The Company delayed certain filings with BSE Limited under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as follows: Regulation 13(3) delayed by 13 days for the Quarter ended September 2025; Regulation 31 delayed by 20 days for the Quarter ended September 2025; Regulation 33 delayed by 4 days for the Quarter ended September 2025; and Regulation 34 delayed by 315 days for the Year ended March 2025.

BSE Limited levied aggregate fines of 7,03,000/- in respect of the above delays, which, as represented to us, remained outstanding as on the date of audit.

2. The Company did not comply with the applicable requirements of Regulation 47 of the SEBI LODR Regulations relating to publication of prescribed notices/financial results, wherever applicable.

3. The Company had not paid the Annual Listing Fees payable to BSE Limited for FY 2025-26 within the prescribed timeline.

4. The Company did not hold the AGM for FY 2024-25 on or before 30 September 2025, as required under Section 96 of the Companies Act, 2013.

5. We observed certain inconsistencies between the information filed with the ROC/MCA and the information submitted/disclosed to BSE Limited.

6. The Company, being an NBFC, is required to comply with the applicable RBI reporting requirements. We observed delay/non-compliance in submission of applicable RBI returns, including DNBS-02 and DNBS-13.

7. Non-compliance with Section 203(4) of the Companies Act, 2013 and Regulation 6 of SEBI (LODR) Regulations, 2015, as the vacancy of Company Secretary arising on 26.11.2025 was filled only on 20.07.2026, beyond the prescribed period.

8. Certain E-Form(s) filed with Registrar of companies with additional fees.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Officer/Directors, Non- Executive Directors and Independent Directors. During the year under review, following changes took place in the composition of the Board of Directors and Key Managerial Personnel of the Company:

Ms. Sanchita, Company Secretary, resigned from the office of Company Secretary with effect from 30.05.2025. Ms. Ravikanti Nirosha (M. No. A68115) was appointed as Company Secretary with effect from 20.08.2025 and tendered her resignation from the office of Company Secretary with effect from 26.11.2025, resulting in a vacancy in the office of Company Secretary. Mr. Gajjala Kranthikumar Reddy (DIN: 10107498) was appointed as an Independent Director with effect from 13.02.2026. Mrs. Pragna Makwana (DIN: 08561957), Woman Independent Director, resigned from the Board with effect from 13.02.2026. Mr. Satya Narayana Gogula (DIN: 10209811) was appointed as an Independent Director with effect from 20.02.2026. Mr. Hasmukh Prajapati (DIN: 08393981), Independent Director, resigned from the Board with effect from 25.02.2026. Mr. Abhik Jain was appointed as Company Secretary with effect from 20.07.2026.

We further report that there are adequate system and processes in the company commensurate with size and operation of the Company to monitor and ensure Compliance with applicable laws, rules, regulations and guidelines.

Adequate notice is given to all the Directors through physical mode to schedule the Board Meetings, Agenda and detailed Notes on Agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarification on the agenda items before the meeting and for meaningful participation at the meeting;

We further report that majority decision is carried through while the dissenting members views are captured and recorded as part of the minutes.

We further report that during the audit period there were no instances of

a) Public / Rights / Debentures / Sweat Equity/Preferential issue/warrants b) Redemption / Buy Back of Securities c) Merger / Amalgamation / Re-construction etc. d) Foreign Technical Collaboration / Equity Participation.

For Ankur Gandhi & Associates
Practicing Company Secretaries

Ankurkumar Dineshchandra Gandhi
Proprietor
A.C.S.:48016; C.P.:17543
UDIN: A048016H001326370

Place: Bilimora
Date: 01/09/2026