Helpage Finlease Ltd Directors Report

To,

The Members Helpage Finlease Limited

S-191/c, 3rd floor Manak Complex, School Block, Shakarpur, East Delhi, India, 110092

Your directors are pleasure to present the 44 th Annual Report along with the Audited Financial Statements of your Company for the financial year ended March 31, 2026.

1. Financial Highlights

The Audited Standalone Financial Statements of your Company as on March 31, 2026, are prepared in accordance with the relevant applicable Indian Accounting Standards (Ind AS) and the provisions of the Companies Act, 2013 (Act).

The summarized financial highlight is depicted below: (in Rs. )

Particulars	2025-26	2024-25
Revenue from Operations	12,89,05,233	8,64,61,491
Other Income	19,593	-
Total Income	12,89,24,826	8,64,61,491
Profit/(Loss) before Interest, Depreciation & Tax (PBDT)	11,65,23,952	8,07,77,285
Less: Depreciation	18,65,385	15,16,471
Less: Finance Cost	7,47,44,477	5,85,72,203
Profit/(Loss)after Depreciation before Tax (PBT)	3,99,14,090	2,06,88,611
Less: Current Tax	1,05,05,230	53,78,950
Deferred Tax	-	5,55,773
Profit/ Loss for the year	2,94,08,860	1,47,53,888
Other Comprehensive (loss) / income (n of tax)	et -	-
Total Comprehensive Income for the year (net of tax)	-	-

Note:

1. There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year and the date of this report.

2. There has been no change in nature of business of your Company.

2. Dividend

The Board of Directors of your Company, after considering the relevant circumstances has decided that it would be prudent, not to recommend any dividend for the year under review.

3. Public Deposit

The Company has not accepted any public deposits during the period under review and it continues to be a non-deposit taking Non-Banking Financial Company in conformity with the guidelines of the Reserve Bank of India and the Companies (Acceptance of Deposits) Rules, 2014.

4. State of Companys Affairs and Future Outlooks

During the year under review, the Company continued its focus on student fee financing and lending to Micro, Small and Medium Enterprises (MSMEs), while maintaining prudent lending practices, effective risk management, and compliance with applicable regulatory requirements.

The Company remains optimistic about the future growth prospects of its business, supported by increasing demand for education financing, expanding credit requirements of the MSME sector, and continued digital adoption in financial services. Going forward, the Company will continue to focus on sustainable growth, operational efficiency, asset quality, and delivering long-term value to its stakeholders.

5. Review of Operations

During the financial year under review, your Company achieved a turnover of Rs. 12,89,05,233/- (Twelve Crore Eighty- Nine Lakh Five Thousand Two Hundred Thirty-Three Only) during the year as against Rs. 8,64,61,491/- (Eight Crore Sixty-Four Lakh Sixty-One Thousand Four Hundred Ninety-One Only) in the previous year. The Company has earned profit after tax of Rs. 2,94,08,860/- Rupees Two Crore Ninety- Four Lakhs Eight Thousand Eight Hundred Sixty as against Rs. 1,47,53,888/- Rupees One Crore Forty-Seven Lakhs Fifty-Three Thousand Eight Hundred Eighty-Eight in the previous financial year.

6. Transfer to Reserves

The Company has transferred an amount of Rs. 59,79,300 /- to the Statutory Reserves as required under Section 45-IC of the Reserve Bank of India Act, 1934.

7. Subsidiaries, Joint Venture or Associate Companies

The Company does not have any Subsidiary, Joint Venture or Associate Company; hence provisions of section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statements are not applicable.

8. Share Capital

a) Authorized Share Capital:

During the period under review, there is no change in the authorized share capital of the Company. The Authorized Share Capital of the Company is Rs. 11,00,00,000/-(Rupees Eleven Crore only) divided into 1,10,00,000 (One Crore Ten lakh only) equity shares of Rs. 10/-each for the year ended 31 st March, 2026.

b) Issue, Subscribed and paid-up capital:

During the period under review, there is no change in the paid-up share capital of the Company. The paid-up share capital of the Company is Rs. 9,94,75,000/- (Rupees Nine Crore Ninety-Four Lakh Seventy-Five Thousand only) divided into 99,47,500 (Ninety-Nine lakh Forty-Seven Thousand Five Hundred only) equity shares of Rs. 10/- each for the financial year ended 31st March, 2026.

c) Buy back of securities

The Company has not bought back any of its securities during the period under review.

d) Bonus Shares

No bonus shares were issued during the period under review.

e) Issue of Equity Shares under ESOP

No Equity shares under ESOP were issued during the period under review.

9. Directors & Key Managerial Personnel (KMP)

A. Directors

The Composition of Board of Directors of the Company is in conformity with the provisions of the Companies Act, 2013 (the Act) and the Listing Regulations, as amended from time to time.

The Company has a professional Board with Executive Directors & Non-Executive Directors who bring the right mix of knowledge, skills, and expertise and help the Company in implementing the best Corporate Governance practices.

As on March 31, 2026, your Companys Board has 4 (Four) members comprising of 1(one) Executive Director (promoter group), 1(one) Non-Executive and Non-Independent Director including Woman Director and 2(two) Independent Directors.

The Boards actions and decisions are aligned with the Companys best interests. It is committed to the goal of sustainably elevating the Companys value creation. The Board critically evaluates the Companys strategic direction, management policies and their effectiveness.

Composition of Board as on 31 st March, 2026 as follows :

Name of the Director	Designation	Category
Mr. Sidharth Goyal	Managing Director & Chief Financial Officer	Promoter Executive
Mr. Ashwin Dorairajan	Independent Director	Non-Executive Independent
Ms. Ananyaa Pandey	Women Director	Non-Executive Non-Independent
Mr. Gulshan Kumar	Independent Director	Non-Executive Independent

B. Changes in Directors and Key Managerial Personnel

During the year under review, the following changes took place in the Directorships:

Appointment:

Mr. Gulshan Kumar (DIN:11506543), was appointed as an Additional Director (Non-Executive and Independent) on the Board of your Company with effect from February 12, 2026, for a first term of five

years. His appointment was approved by the shareholders vide a Special Resolution passed through Extraordinary General Meeting on March 13, 2026.

Resignation:

Mr. Sushil Kumar (DIN: 08084573), resigned from the position of Independent Director of your Company with effect from January 02, 2026, due to preoccupation and other commitments therein. The Board places on record its sincere appreciation for the valuable contributions made by him during his tenure.

C. Re-appointment of Director(s) retiring by rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with rules made thereunder and Articles of Association of your Company, Mr. Sidharth Goyal (DIN: 02855118) is eligible to retire by rotation at the ensuring Annual General Meeting and being eligible offered himself for re-appointment.

The Board, on the recommendation of Nomination and Remuneration Committee (NRC) of the Company, recommends the re-appointment of Mr. Sidharth Goyal as a Director for your approval. Brief details, as required under Secretarial Standard-2 and Regulation 36 of SEBI Listing Regulations, are provided in the Notice of ensuing AGM

D. Declaration from Independent Directors

Your Company has received declarations from all the Independent Directors of your Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as an Independent Director. The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience of all Independent Directors on the Board. The Independent Directors (IDs) have also confirmed that they complied the with companys code of conduct for Directors and Senior Management Personnel. Further the IDs get themselves registered in the data bank mentioned with the Indian Institute of Corporate Affairs, Manesar (IICA) from time to time and under, if required, online proficiency self-assessment test conducted by the IICA.

In term of requirements of Schedule IV to the Companies Act, 2013 and regulation 25(3) of the SEBI Listing Regulations, 2015, a separate meeting of the Independent Directors was held on December 08, 2025 without the attendance of non-independent directors and members of Management, inter alia, to discuss the following:

I. review the performance of non-independent directors and the Board as a whole;

II. review the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors;

III. assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

E. Key Managerial Personnel

As on the date of this report, following are the KMPs of your Company as per Sections 2(51) and 203 of the Act:

- Mr. Sidharth Goyal, Managing Director & Chief Financial Officer.

- Ms. Darshna Agarwal, Company Secretary and Compliance Officer

F. Performance evaluation at Board

The Board adopted a formal mechanism for evaluating its performance and as well as that of its committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, contribution at the meetings and otherwise, independent judgment, governance issues, etc. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

The results of the evaluation confirmed high level of commitment and engagement of the Board, its various committees and senior leadership. The recommendations arising from the evaluation process were discussed at the Independent Directors meeting held on December 08, 2025 , and also at the NRC meeting and Board meeting held on February 12, 2026. The suggestions were considered by the Board to optimize the effectiveness and functioning of the Board and its committees.

G. Independent Directors Meeting

The Independent Directors met on December 08, 2025, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of your Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between

the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

H. Policies on Directors appointment and remuneration

Pursuant to Section 178(3) of the Act, your Company has framed a policy on Directors appointment and remuneration and other matters (Remuneration Policy) which is available on the website of your Company

The Remuneration Policy for selection of Directors and determining Directors independence sets out the guiding principles for the Nomination and Remuneration Committee for identifying the people who are qualified to become the Directors. Your Companys Remuneration Policy is directed towards rewarding performance based on review of achievements. The Remuneration Policy is in consonance with existing industry practice

I. Number of meetings of the Board

The Board met 9 (nine) times during the year under review. The intervening gap between the meetings did not exceed 120 days, as prescribed under the Act and SEBI Listing Regulations. The necessary quorum was present through the meetings.

Following is the attendance of each of the Directors at the Board Meetings held during the period under review :

S. No	Date of Meeting	Total No of Directors as on date of meeting	Attendance
			No. of Directors attended	%of Attendance
1.	16/04/2025	4	4	100%
2.	26/05/2025	4	4	100%
3.	08/08/2025	4	4	100%
4.	13/08/2025	4	4	100%
5.	12/11/2025	4	4	100%
6.	10/12/2025	4	4	100%
7.	01/01/2026	4	4	100%
8.	12/02/2026	4	3	75%
9.	13/02/2026	4	4	100%

- The 43 rd Annual General Meeting of the Company was held on 04 th September, 2025.

- The 1 st Extraordinary General Meeting of the Company for the Financial Year 2025-26 was held on Friday, 13 th March, 2026

10. Directors Responsibility Statement

Pursuant to Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 (including any statutory

modification(s) and/or re-enactment(s) thereof for the time being in force), the Board of Directors, to the best of

their knowledge and based on the information and explanations received from

the management of your Company confirm that:

- in the preparation of the annual accounts for the financial year ended 31st March 2026, the applicable accounting standard have been followed along with proper explanation relating to material departures;

- such accounting policies have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of the affairs of your Company at the end of the financial year and of the profit of your Company for that period.

- proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and irregularities.

- the annual accounts have been prepared on a going concern basis.

- internal financial controls have been laid down to be followed by your Company and that such internal financial controls are adequate and operating effectively;

- proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11. Committees of the Board

As required under the Act and the SEBI Listing Regulations, your Company has constituted various statutory committees. As on March 31, 2026, the Board has the following statutory and governance committees.:

A. Audit Committee

B. Nomination and Remuneration Committee

C. Risk Management Committee

D. Stakeholders Relationship Committee

The Board is responsible for constituting, assigning, co-opting and fixing the terms of reference for members of various committees.

A. Audit Committee

The Board has set up qualified and Independent Audit Committee in compliance with the requirements of Regulation 18 of SEBI Listing Regulations read with Section 177 of the Companies Act, 2013. All members of the Committee are financially literate and have accounting or related financial management expertise.

The Audit Committee comprises of the following directors as its members as on 31 st March,2026 :

S.No.	Name of Director	Designation	Category
1.	Mr. Ashwin Dorairajan	Chairman	Non-Executive Independent Director
2.	Mr. Gulshan Kumar*	Member	Non-Executive Independent Director
3.	Ms. Ananyaa Pandey	Member	Non-Executive Director

*During the period under review, Mr. Sushil Kumar , Member of the Audit Committee, resigned w.e.f. January 02, 2026 and Mr. Gulshan Kumar appointed w.e.f February 12, 2026 as a Member of the Audit Committee .

During the period under review, the Audit Committee met Four (4) times on 26/05/2025, 13/08/2025, 12/11/2025 and 13/02/2026.

All the recommendations of the Audit Committee were accepted by the Board during the year under review. Following is the detail of the attendance of each of the members of the Audit Committee at its Meeting held during the year under review :

S. No	Date of Meeting	Total No of Members on date of meeting	Attendance
			Numbers of Members attended	% of Attendance
1.	26/05/2025	3	3	100
2.	13/08/2025	3	3	100
3.	12/11/2025	3	3	100
4.	13/02/2026	3	3	100

Terms of reference

The Audit Committee has been constituted pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI Listing Regulation. The Audit Committee reviews the financial accounting policies, adequacy of internal control systems and interacts with the statutory auditors. Besides, the Committee reviews the observations of the management and internal/ external auditors, interim and annual financial results, Management discussion and analysis of financial condition and results of operations, and related party transactions. The other roles of Audit Committee, inter- alia includes the following:

i. the recommendation for appointment, remuneration and terms of appointment of auditors of the company;

ii. review and monitor the auditors independence and performance, and effectiveness of audit process;

iii. examination of the financial statement and the auditors report thereon;

iv. approval or any subsequent modification of transactions of the company with related parties;

v. scrutiny of inter-corporate loans and investments;

vi. valuation of undertakings or assets of the company, wherever it is necessary;

vii. evaluation of internal financial controls and risk management systems;

viii. monitoring the end use of funds raised through public offers and related matters.

The Terms of reference of the Committee can be accessed at https://www.helpagefinlease.com/disclosure/

B. Nomination and Remuneration Committee

The Nomination and Remuneration Committee has been constituted pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI Listing Regulation.

The Nomination and Remuneration Committee comprises of the three non-executive directors as its members as on 31 st March, 2026 :

S.No.	Name of Director	Designation	Category
1	Mr. Ashwin Dorairajan	Chairman	Non-Executive Independent Director
2	Mr. Gulshan Kumar	Member	Non-Executive Independent Director
3	Ms. Ananyaa Pandey	Member	Non-Executive Director

The Company Secretary of the Company acts as the Secretary of the committee.

During the period under review, Mr. Sushil Kumar , Member of the Nomination and Remuneration Committee, resigned w.e.f. January 02, 2026. Consequent to the same, w.e.f February 12, 2026 Mr. Gulshan Kumar was appointed as a Member of the Nomination and Remuneration Committee .

The Nomination & Remuneration Policy is uploaded on the website of the Company i.e., at https://www.helpagefinlease.com/disclosure/

During the year under review, the Nomination & Remuneration Committee met One (1) time on 12/02/2026. The details of attendance in committee meeting are as follows :

S. No	Date of Meeting	Total No of Members on date of meeting	Attendance
			Numbers of Members attended	% of Attendance
1.	12/02/2026	2	2	100

C. Risk Management Committee

The Board has constituted the Risk Management Committee as per the requirements of the Companies Act, 2013 along with applicable Rules and requirements of the Listing Regulations.

The Risk Management Committee lays down procedures:

a. To inform Board members about the risk assessment and minimization procedures.

b. Framing, implementing and monitoring the risk management plan for the company.

c. Any other matter that may be entrusted to the Committee by the Board.

The frequency, agenda, duration, etc., for meetings of Risk Management Committee shall be as set by the Chairman of the Committee. The Company has established effective risk assessment and minimization procedures, which are reviewed by the board periodically. The procedures comprise of an in-house exercise on Risk Management, carried out periodically by the Company, including the functioning of a structure to identify and mitigate various risks faced by the Company from time to time.

The Risk Management Committee comprises of the following directors as its members as on 31 st March, 2026 :

S.No.	Name of Director	Designation	Category
1.	Mr. Ashwin Dorairajan	Chairman	Non-Executive Independe Director
2.	Mr. Gulshan Kumar	Member	Non-Executive Independe Director
3.	Mr. Sidharth Goyal	Member	Executive Director

The Company Secretary of the Company acts as the Secretary of the committee.

During the period under review, Mr. Sushil Kumar, Member of the Risk Management Committee, resigned w.e.f. January 02, .2026. Consequent to the same, Mr. Gulshan Kumar was appointed as a Member of the Risk Management Committee w.e.f February 12, 2026.

Your company has adopted a Risk Management Process in which a structure for risk identification and analysis are in place for every department further within which origin of the risk is identify and updating the same in risk registers if required.

These reports are consolidated and presented by the Chairman, to the Board of the Company. Your Company adopts the methods and process to assess and analyze risk holistically, identifies all compliance requirements and proactively develops measures to comply with such requirements. Your Company by identifying and proactively addressing risks and opportunities, protects and creates value for stakeholders, including owners, employees, customers, regulators, and society overall.

During the year under review, the Risk Management Committee met Two (2) time on 12/05/2025 and 05/12/2025. The details of attendance in committee meeting are as follows :

S. No	Date of Meeting	Total No of Members on date < meeting	Attendance
			Numbers of Members attended	% of Attendance
1.	12/05/2025	3	3	100
2.	05/12/2025	3	3	100

D. Stakeholders Relationship Committee

The Board has constituted the Shareholders/Investors Grievance Committee as per the provision of section

178 of Companies Act, 2013 and as per Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to specifically look into the redressal of Shareholders complaints.

The Stakeholders Relationship Committee comprises of the following directors as its members as on 31 st March, 2026 :

S. No.	Name of Director	Designation	Category
1.	Mr. Gulshan Kumar	Chairman	Non-Executive Independent Director
2.	Mr. Ashwin Dorairajan	Member	Non-Executive Independent Director
3.	Mr. Sidharth Goyal	Member	Executive Director

The Company Secretary of the Company acts as the Secretary of the committee.

During the period under review, Mr. Sushil Kumar, Member of the Stakeholder Relationship Committee, resigned w.e.f. January 02, 2026. Consequent to the same, Mr. Gulshan Kumar was appointed as a Member of the Stakeholder Relationship Committee w.e.f February 12, 2026.

During the year under review, the Stakeholders Relationship Committee met one time on 17/12/2025 The details of attendance in committee meeting are as follows :

S. No	Date of Meeting	Total No of Members on date < meeting	Attendance
			Numbers of Members attended	% of Attendance
1.	17/12/2025	3	3	100

There were no investors complaints pending as on 31 st March, 2026.

12. Accounting treatment in preparation of financial statements

The financial statements of your Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and other applicable provisions of the Companies Act, 2013 and guidelines/ accounting standards lay down by the Institute of Chartered Accountants of India (ICAI). Being a Non-Banking Financial Company (NBFC), the Company has also complied with the applicable directions, guidelines, and circulars issued by the Reserve Bank of India. There has been no material departure from the prescribed accounting standards in the preparation of the financial statements.

13. Risk Management

Pursuant to the provisions of Section 134(3)(n) of the Companies Act, 2013, your Company has in place a Risk Management Policy to identify, assess, monitor, and mitigate various business and operational risks. The Policy provides a structured framework for managing key risks, including credit risk, liquidity risk, operational risk, compliance risk, market risk, and information technology and cybersecurity risks.

The Board of Directors oversees the implementation and effectiveness of the Risk Management Policy through periodic reviews and ensures that appropriate mitigation measures are in place. In the opinion of the Board, there are no risks that may threaten the existence of your Company.

14. Particulars of Loans, Guarantees given and Investments

The provisions of Section 186 of the Act, with respect to loan, guarantee, investment or security, are not applicable to your Company, as your Company is engaged in lending activities which are exempted under Section 186 of the Act. The particulars of loans, guarantees and investments made during the year under review are given in the notes forming part of the financial statements.

15. Corporate Social Responsibility (CSR)

During the financial year under review, the provisions of Section 135 of the Companies Act, 2013 read with rules framed thereunder, relating to Corporate Social Responsibility (CSR) were not applicable to the Company.

16. Vigil Mechanism/Whistle Blower Policy

The Company has adopted a policy on Whistle Blower (Vigil Mechanism) with a view to provide a mechanism for the directors and employees of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) and (10) of the Companies Act, 2013.

17. Compliance Officer

Ms. Darshna Agarwal, Company Secretary, is the Compliance Officer of the Company and can be contacted at E-mail id at info@helpagefinlease.com. Complaints or queries relating to the Shares can be forwarded to M/s Beetal Financial Computer Services Private Limited, Companys Registrar and Transfer Agents at beetalrta@gmail.com .

18. Auditors

i. Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors), Rules, 2014, M/s. R. C. Agarwal & Co., Chartered Accountants (Firm Registration No. 003175N) were appointed as Statutory Auditors of the Company by the shareholders at 40 th Annual General Meeting held on 27 th June, 2022 for the period of five (5) years to hold office from the conclusion of 40 th Annual General Meeting until the conclusion of 45 th Annual General Meeting at such remuneration as may be mutually agreed. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

The notes on accounts referred to in the auditors report are self-explanatory and therefore dont call for any further comments by the Board of Directors.

There are no qualifications, reservations or adverse remarks made by the Auditors in their report for the financial year ended 31st March, 2026.

ii. Secretarial Auditor

In pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, CS Divya Rani, Practicing Company Secretary (COP No: 26426 Peer Review Certificate No: 6693/2025) , was appointed as the Secretarial Auditor of your Company for a period of five (5) years, commencing on April 01, 2026, until March 31, 2030 , , to conduct a Secretarial Audit of the Company and to furnish the Secretarial Audit Report.

Secretarial Audit Report in Form MR-3 is attached to this Directors Report as Annexure-I . Management response against each observation made in the Secretarial Audit Report has been furnished thereon. Further, there has been no qualification, reservation or observation made by the Secretarial Auditor in her report for the financial year ended 31st March, 2026 and hence does not call for any further comments separately.

iii. Internal Auditor

In terms of Section 138 of the Act and Rules made there under, M/s J P K R & COMPANY , Chartered Accountants (FRN: 330682E) was appointed as the Internal Auditor of the company for the Financial Year 202627, who is responsible for performance of duties as internal auditor of the company and their report will be reviewed by the audit committee from time to time.

20. Extract of the Annual Return

As per the requirements of Section 92(3) of the Companies Act and Rules framed thereunder, the extract of the Annual Return is available on website of the Company i.e. www.helpagefinlease.com .

21. Reporting of frauds

During the year under review, there have been no frauds reported by the Statutory Auditors/ Secretarial Auditors/ Internal Auditors of the Company under sub-section (12) of Section 143 of the Act.

22. Corporate Governance

In Pursuant to Regulation 15(2)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the provisions of Corporate Governance shall not apply, in respect of the listed entity having paid up equity share capital not exceeding Rs. 10 Crores and net worth not exceeding Rs. 25 Crores, as on the last day of the previous financial year.

Since the paid-up share capital of the Company is Rs. 9,94,75,000 /- and net worth of the Company is Rs. 18,97,05,775 as at 31 st March, 2026. Hence, Regulation 17 to 27 of the Corporate Governance is not applicable to the Company and the report on Corporate Governance is not provided in this 44th annual report.

Further, it is hereby informed that the Company is not required to file Annual Compliance Report under Regulation 24A of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015due to the exemption claimed under Regulation 15(2) and pursuant to circular LIST/COMP/12/2019-20 dated 14.05.2019 issued by the BSE.

23. Particulars of Employees

The information required under Section 197 of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, the ratio of remuneration of each Director, Chief Financial Officer, Company Secretary of the Company for the Financial year 2025-2026 is enclosed as Annexure-II .

24. Related Party Transaction

During the financial year, all contracts/arrangements/transactions entered by the Company with its related parties were in ordinary course of business and on arms length basis and thus the provisions of Section 188 of the Companies Act, 2013 and the rules made there under are not attracted.

In this regard, the materially significant related party transactions, if any made by the Company with Related Parties are in compliance with Section 188 (1) and Section 134 (3)(h) read with Rule 8 (2) of the Companies (Accounts) Rules, 2014 of the Companies Act, 2013.

Further, the disclosure in form AOC-2 as provided in terms of section 134 of the Companies Act, 2013 is enclosed as Annexure-III .

25. Particulars regarding the Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo

The Company has not engaged in any manufacturing activity and thus its operations are not energy intensive. However, adequate measures are always taken to ensure optimum utilization and maximum possible saving of energy.

There were no Foreign Exchange earnings and outgo during the financial year 2025-26.

26. Management Discussion and Analysis Report

Management Discussion and Analysis Report as required under the listing regulations forms part of this Annual

BSE Listed NBFC Company

Report is annexed as Annexure IV.

27. Details of Significant and Material Orders passed by regulators or courts or tribunals

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future.

28. Disclosure about the applicability of Cost Audit specified by the central government under section 148 of the Companies Act, 2013.

The provision of the section 148 of the Companies act, 2013 read with Rules 14 of the Companies (Audit & Auditors) rules, 2014 is not applicable to the Company.

29. Code of Conduct and Ethics

The Board of Directors of the Company has adopted a Code of Conduct and Ethics for the Directors and Senior Executives of the Company. The object of the Code is to conduct the Companys business ethically and with responsibility, integrity, fairness, transparency and honesty. The Code sets out a broad policy for ones conduct in dealing with the Company, fellow Directors and with the environment in which the Company operates.

All the Board members and Senior Management personnel have affirmed compliance with the Code for the year ended 31 st March 2026. A declaration to this effect signed by the Managing Director forms a part of this Annual Report.

30. Statement pursuant to Listing agreements

The Companys securities are listed with BSE Limited. The Annual Listing Fees for the year 2025-2026 has been paid by the Company in time and there were no arrears reported for the year under review.

31. RBI Compliances

The Company has complied with all the applicable regulations of RBI as on 31 st March, 2026.The Company has duly filed all returns in accordance with Master Direction- Non-Banking Financial Company Returns (Reserve Bank) Directions, 2016.

32. Compliance with the Secretarial Standards

The Company has complied with all the Secretarial Standards on Board Meetings and General Meetings issued by the Institute of Company Secretaries of India (ICSI).

33. Internal Financial Control Systems and Their Adequacy

The Company possesses adequate internal controls to ensure that all assets are protected against loss from unauthorized use or disposition and that all transactions are authorized, recorded and reported correctly. An efficient Internal Audit department monitors adherence to these controls.

The Internal Auditor monitor and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with the operating systems, accounting procedures and policies of the Company.

Based on the report of Internal Auditor, the process owners undertake the corrective actions in their respective areas and hereby strengthen the control. Significant audit observation and corrective actions thereon are presented to the Audit Committee of the Board.

34. Proceeding pending under the Insolvency and Bankruptcy Code, 2016

There were no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or other Courts as at 31 st March, 2026.

35. 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

The Company has neither availed any loan from banks or financial institution and hence there is no application being ever made for One Time Settlement (OTS) with any banks or financial institution.

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

The Company has zero tolerance for sexual harassment at the workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and the Rules there under. There were no complaints/cases of sexual harassment reported during the financial year 2025-26.

During the year under review, no complaints pertaining to sexual harassment at work place has been received by the Company. The following is the status of complaints received and resolved during the financial year :

S.No.	Particulars	Numbers
1.	Number of Sexual Harassment Complaints received	NIL
2.	Number of Sexual Harassment Complaints disposed off	NIL
3.	Number of Sexual Harassment Complaints pending beyond 90 days.	NIL

The above reflects the Companys commitment to timely and effective redressal of complaints

37. Compliance with the Maternity Benefit Act, 1961

The Company duly complied with the provisions of the Maternity Benefit Act, 1961, including all amendment thereto. All eligible women employees have been extended the benefits mandated under the Act, including maternity leave medical bonus and nursing breaks. The Company remains committed to promoting a supportive and inclusive workplace and ensure that no discrimination or adverse action is taken against any employee on account of maternity.

38. Number of Employees as on the closure of financial year 2025-26

During the financial year under review, the total number of employees in the Company are as follows :

S.No.	Particulars	Number
1.	Female	2
2.	Male	5
3.	Transgender	0

39. General Disclosure

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

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

2. Issue of shares (including sweat equity shares) to employees of the Company.

3. There is no change in the nature of business of the Company during the year.

4. There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of financial year of the Company to which the financial statement relates and the date of the Report.

40. Acknowledgement

Your directors place on records their sincere appreciation for the continued support, trust and co-operation received from the Reserve Bank of India, Securities and Exchange Board of India, BSE Limited, Ministry of Corporate Affairs, Depositories, Registrar and Transfer Agent, Bankers, Financial Institutions, Business Associates, Customers, Vendors, Auditors and all other regulatory authorities and stakeholders during the financial year under review.

The Board also expresses its gratitude to the Companys shareholders for their continued confidence and unwavering support. The Directors acknowledge the dedication, commitment and valuable contributions made by the employees at all levels, whose efforts have significantly contributed to the Companys performance and continued growth.

Your directors look forward to the continued support and co-operation of all stakeholders in the years ahead as the Company strives to achieve sustainable growth while maintaining the highest standards of corporate governance and regulatory compliance.

By the order of Board

For Helpage Finlease Limite d

	Sd/-	Sd/-
Date: August 05, 2026	Ananyaa Pandey	Sidharth Goyal
Place: Delhi	Director	Managing Director
	DIN:06966851	DIN:02855118