Ladderup Finance Ltd Directors Report

To

The Members,

Ladderup Finance Limited

Your Directors are pleased to present the Thirty-Third (33) Annual Report on the affairs of your Company along with the audited financial statements, (both Standalone and Consolidated) for the Financial Year ended 31st March 2026.

FINANCIAL RESULTS

During the year under review, the performance of your company was as under:

(Rs in Lakh)

The Consolidated Financial Statements comprises the results of Ladderup Finance Limited together with its Subsidiary, Joint Venture and Associate Company, as applicable.

During the year under review, the Companys subsidiary, Ladderup Asset Managers Private Limited, incorporated Ladderup Fund Management IFSC Private Limited in GIFT City, Ahmedabad. Consequent to its incorporation on 28 May 2025, Ladderup Fund Management IFSC Private Limited became a step-down subsidiary of the Company. Accordingly, the financial results of the IFSC entity have been included in the consolidated financial statements of the Company from the date of its incorporation.

FINANCIAL HIGHLIGHTS AND STATE OF COMPANY AFFAIRS

Consolidated Performance

On a consolidated basis, the Company reported total revenue of Rs 2,717.77 lakhs for FY 2025–26, as compared to Rs 1,782.44 lakhs in FY 2024–25. The Consolidated Total Comprehensive Income stood at Rs 171.61 lakhs for FY 2025–26, as against Rs 958.86 lakhs in the previous financial year. The year-on-year variation in Total Comprehensive Income was primarily attributable to changes in the fair value of investments measured at Fair Value Through Other Comprehensive Income (FVTOCI), net of deferred tax.

Standalone Performance

The Company reported total revenue of Rs 906.36 lakhs during FY 2025–26, compared to Rs 124.87 lakhs in FY 2024-25, reflecting a significant increase in operating performance. However, the Companys Total Comprehensive Income stood at a loss of Rs 61.82 lakhs for FY 2025–26, as against a Total Comprehensive Income of Rs 37.07 lakhs in the previous financial year. The decline was primarily attributable to changes in the fair value of investments measured at Fair Value Through Other Comprehensive Income (FVTOCI), net of deferred tax.

The Company continues to invest in asset-based transactions with strong growth potential. There has been no change in the nature of business of the Company during the financial year ended 31st March 2026.

AMOUNT TRANSFERRED TO RESERVE

The Company has maintained the Reserve Fund in accordance with the applicable provisions of Section 45-IC of the Reserve Bank of India Act, 1934. The Reserve Fund represents the reserve created pursuant to the applicable provisions of Section 45-IC of the Reserve Bank of India Act, 1934.

DIVIDEND

The Board of Directors of your company, after considering holistically the relevant circumstances, has decided that it would be prudent not to recommend any Dividend for the financial year 2025-26.

ANNUAL RETURN

In accordance with the provisions of section 92 read with section 134(3) (a) of the Companies Act, 2013, the Annual Return for financial year 2025-26 is available at https://www.ladderup.com

BOARDS REPORT

SHARE CAPITAL

During the year under review, the authorized share capital was Rs 15,00,00,000/- (Rupees Fifteen Crores Only) comprising of 1,50,00,000 equity shares of face value of Rs 10 each, and the issued, subscribed, and paid-up share capital was Rs 10,60,24,770 (Rupees Ten Crores Sixty Lakhs Twenty Four Thousand Seven Hundred Seventy Only) comprising 1,06,02,477 equity shares of face value Rs.10 each.

MEETINGS OF THE BOARD

During the financial year 2025-26, 5 (Five) meetings of the Board were held by the company on 30th May 2025, 05th August 2025, 02nd September 2025, 10th November 2025, and 30th January 2026. The details of meetings of the Board and its Committees, including the attendance of Directors, are provided in the Corporate Governance Report forming part of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, the following changes were made in the composition of the Board of Directors and Key Managerial Personnel of the Company:

a) Mr. Dhiraj Gupta (FCS No.: 13432) resigned from the position of Company Secretary & Compliance Officer of the Company with effect from 30th April 2025.

b) Ms. Garima Rishi Sarda (Membership No. A62347) was appointed as the Company Secretary and Compliance Officer of the Company by the Board of Directors at its meeting held on 2nd September 2025.

c) Mr. Mohan Vasant Tanksale ((DIN: 02971181), Independent Director of the Company had completed his second term on 14th November 2025 and was subsequently ceased to be the Independent Director of the Company on the same date.

d) Mr. Ramesh Kumar Pareek (DIN: 00331644) was appointed as an Additional Independent Director in the capacity of Independent Director of the Company at the meeting of the Board of Directors held on 10th November 2025 for a term of three (3) consecutive years. Subsequently, his appointment as Non-executive Independent Director for a term of three (3) consecutive years was approved by the shareholders through a Postal Ballot, the results of which were declared on 10th February 2026.

In terms of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014, the Board is of the opinion that Mr. Ramesh Kumar Pareek (DIN: 00331644), who was appointed as an Independent Director of the Company during the financial year, possesses the requisite integrity, expertise, experience and proficiency appropriate to fulfill the duties and responsibilities as an Independent Director of the Company.

The Board is satisfied that his appointment is in the best interests of the Company and that he has the necessary qualifications, experience and competence to effectively discharge his role and responsibilities as an Independent Director.

e) Mrs. Mangala Radhakrishna Prabhu (DIN: 06450659) was re-appointed as an Independent Director of the Company for a second term of 3 (three) years through Postal Ballot, the results of which were declared on 10th February 2026. The re-appointment was necessitated due to the completion of her first term as an Independent Director on 9th February 2026.

f) In accordance with the provisions of Section 152 of the Companies Act 2013, and that of Articles of Association of the Company, Mr. Manoj Singrodia (DIN:07969125), Director of the Company retires by rotation at ensuing Annual General Meeting of the Company and being eligible, has offered himself for re-appointment.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

Pursuant to Schedule IV of the Companies Act, 2013 and the Rules made thereunder and Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, all the Independent Directors of the Company met on 17th March 2026, without the attendance of Non-Independent Directors and Members of the Management.

The Independent Directors reviewed performance of Non-Independent Directors, Chairman of the Company and the performance of the Board as a whole. The Independent Directors also discussed 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. The feedback of the Meeting was shared with the Chairman of the Company.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and provisions of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, a separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board. The evaluation was carried out on various parameters, including the level of engagement, contribution, effectiveness and independence of judgment, with a view to safeguarding the interests of the Company and its stakeholders. The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors.

The Board also carried out annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as stakeholder relationship committee. The Directors expressed their satisfaction with the evaluation process.

BOARDS REPORT

DECLARATION OF INDEPENDENCE FROM INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors confirming that they meet with the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

CODE OF CONDUCT

Your Company has formulated and adopted a code of conduct for Board of Directors and Senior Managerial Personnel. The declaration regarding compliance with the Code of Conduct, duly signed by the Chairman and Managing Director, is provided separately in the Corporate Governance Report forming part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) and 134(5) of the Act, with respect to Directors Responsibility Statement, your Directors confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period.

c. The directors had 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 had prepared the annual accounts on a going concern basis; and

e. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

Explanation. —

For the purposes of this clause, the term "internal financial controls" means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

f. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company as adopted by the Board and the initiatives undertaken by the Company on CSR activities during the year under review are set out in "Annexure I" of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

Further details regarding the CSR Committee are provided in the Corporate Governance Report forming part of this Annual Report. The CSR Policy of the Company is available on the Companys website. www.ladderup.com.

STATUTORY AUDITOR & STATUTORY AUDITORS REPORT

M/s. Shah Gupta & Co., Chartered Accountants, Mumbai (Firm Registration No. 109574W), were re-appointed as Statutory Auditors of the company for a second term of five consecutive years, from the conclusion of the 29th Annual General Meeting until the conclusion of the 34th Annual General Meeting of the Company to be held in FY. 2027-28.

The Statutory Auditors have issued their Audit Report for the Financial Year ended 31st March 2026 in accordance with the applicable provisions of Section 141(2) of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014.

The Notes to the Financial Statements referred to in the Auditors Report are self-explanatory and, therefore, do not call for any further comments. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

During the financial year under review, no fraud was reported by the Statutory Auditors under the applicable provisions relating to reporting of fraud.

INTERNAL AUDIT & INTERNAL AUDITORS REPORT

The Company has an adequate internal audit framework to monitor the effectiveness of its internal controls with the objective of providing the Audit Committee and the Board of Directors with independent, objective and reasonable assurance regarding the adequacy and effectiveness of the Companys risk management, control and governance processes.

BOARDS REPORT

The Company has appointed M/s. CAS & Co., Chartered Accountants, as Internal Auditors of the Company for financial year 2025-26. The findings and reports of the Internal Auditor were placed before Audit Committee and were reviewed and discussed with the Management.

SECRETARIAL AUDITOR & SECRETARIAL AUDITORS REPORT

Pursuant to Regulation 24A of the SEBI LODR Regulations and the applicable provisions of the Companies Act, 2013, M/s Jajodia and Associates, Practicing Company Secretaries (Certificate of Practice No. 19900), were reappointed as the Secretarial Auditors of the Company for a term of five consecutive years commencing from FY 2025-26 and ending with FY 2029-30, subject to the applicable statutory and regulatory requirements.

The Secretarial Audit Reports of the Company and its subsidiary for FY 2025–26 have been issued in Form MR-3 pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The said reports are annexed to this Report as Annexure II-A and Annexure II-B, respectively.

The Secretarial Audit Reports do not contain any qualification, reservation, adverse remark, or disclaimer.

CORPORATE GOVERNANCE COMPLIANCE CERTIFICATE

M/s. Jajodia & Associates, Practicing Company Secretary, have examined the compliance of conditions of Corporate Governance by the Company, for the Financial Year ended 31st March 2026, as stipulated in regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and para C and D of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations) and have issued the requisite certificate, which forms part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY UNDER SECTION 186 OF THE COMPANIES ACT 2013

The particulars of loans, guarantees and investments made by the Company under the applicable provisions of Section 186 of the Companies Act, 2013 are disclosed in the Notes to the Financial Statements.

RELATED PARTY TRANSACTIONS

During the year under review, all contracts/arrangements/transactions entered by the Company during the financial year 2025-26 with related parties were in compliance with the provisions of the Act, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations).

The Company obtained the prior approval of the Audit Committee for related party transactions, wherever required, in accordance with Regulation 23 of the SEBI LODR Regulations. The Audit Committee also provided omnibus approval for related party transactions that were foreseeable and repetitive in nature, in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI LODR Regulations.

All related party transactions entered during the financial year ended March 31, 2026, were in the ordinary course of business and on an arms length basis. Accordingly, the provisions of Section 188 of the Companies Act 2013 were not attracted to such transactions and disclosure in Form AOC-2 is not applicable.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is available on the Companys website: https://www.ladderup.com/docs/CG/11-related-party-transaction-policy.pdf

The details of the transactions with related parties are provided in the accompanying financial statements.

DETAILS OF SUBSIDIARIES, JOINT VENTURE & ASSOCIATE COMPANIES

As on 31st March 2026, the Company has one subsidiary company, namely Ladderup Asset Managers Private Limited (formerly Ladderup Wealth Management Private Limited), a Joint Venture Company, namely Waterproof Corporation Private Limited. During the year, the Board of Directors reviewed the affairs and performance of the subsidiary and joint venture Company. Pursuant to Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements of the Company and its subsidiary and joint venture Company, which form part of this Annual Report.

The statement containing the salient features of the financial statements of its subsidiary, associate company and Joint venture Company in the prescribed format Form (AOC-1), is provided in Notes to the Financial Statements. The performance and financial position of the Companys subsidiary, associate and joint venture are summarised in the relevant disclosures forming part of this Annual Report.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements of the Company, including the Consolidated Financial Statements, and the audited accounts of the subsidiaries are available on the Companys website. These documents will also be available for inspection during business hours at the Registered Office of the Company, subject to applicable provisions.

The Companys Policy on Material Subsidiaries, as approved by the Board, is available on the Companys website under the "Investor Relations" section.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There were no material changes or commitments affecting the financial position of the Company between the end of the financial year to which the Financial Statements relate and the date of this Report, except as stated below:

Incorporation of a Step-down Subsidiary pursuant to Acquisition of Jericho Ventures Private Limited by Ladderup Asset Managers Private Limited:

Ladderup Asset Managers Private Limited (LAMPL), a subsidiary of the Company, acquired the equity shares of Jericho ventures Private Limited (the Target Company) from its existing shareholders on 14th April 2026. Consequently, the Target Company became a Wholly Owned Subsidiary of LAMPL and Step -down subsidiary of the Company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, the Company did not undertake any activity relating to technology absorption and did not have any foreign exchange earnings or outgo.

The Company has not entered into any technology transfer agreement.

The disclosures relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, as applicable to the Company, are provided in accordance with the applicable provisions of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014.

RISK MANAGEMENT POLICY

The Company has laid down the procedures to inform the Board about the risk assessment and minimization procedures, and the Board shall be responsible for framing, implementing, and monitoring the risk management plan and policy for the Company.

The principal objective of Risk Management Policy is to ensure sustainable business growth with stability and to promote a proactive approach towards identifying, evaluating and mitigating risks associated with the Companys business.

The Policy establishes a structured and disciplined approach to risk management and assists the Company in taking informed decisions relating to material business risks.

POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, it has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

All employees of the company (permanent, contractual, temporary, trainees) are covered under the said policy. The Company has constituted an Internal Complaints Committee ("ICC") in accordance with the applicable provisions of the said Act.

During the financial year under review, the Company did not receive any complaint of sexual harassment.

The Company has complied with the applicable provisions relating to the constitution of the Internal Complaints Committee.

NON-DEPOSIT TAKING NON-BANKING FINANCIAL COMPANY

The Company is registered with the Reserve Bank of India ("RBI") as a non-banking financial company and does not accept public deposits.

Accordingly in compliance with RBI Master Directions-Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016 the Company has not accepted any deposits from the public during the year under review.

RBI DIRECTIONS AND GUIDANCE

The Company continues to comply with the applicable directions, circulars, notifications and guidelines issued by the Reserve Bank of India from time to time, as applicable to the Companys business and regulatory classification.

The Company has also put in place appropriate systems and processes to monitor compliance with applicable RBI requirements.

COMMITTEES OF THE BOARD

The Company currently has Seven Mandatory Board Committees, as follows:

1.) Audit Committee

2.) Stakeholders Relationship Committee

3.) Nomination & Remuneration Committee

4.) Investment Committee

5.) Risk Management Committee

6.) Corporate Social Responsibility Committee

7.) Credit Committee

BOARDS REPORT

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the Corporate Governance Report. The composition and applicable policy, if any of all the above committee is available on website www.ladderup.com.

PARTICULARS OF REMUNERATION OF EMPLOYEES

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

The further details regarding the total Remuneration paid to Executive Director & Non-Executive Director of the Company are stated in the Corporate Governance Report.

PREVENTION OF INSIDER TRADING

As per the provisions of SEBI (Prohibition of insider trading) Regulations, 2015, the Company has adopted a code of conduct for prevention of insider trading 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 Companys 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 Directors and the designated employees have confirmed compliance with the Code.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review there have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Companys internal control system is designed to ensure orderly and efficient conduct of its business, compliance with law and regulations including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting record, and the timely preparation of reliable financial information Internal Control system is supported by an Internal Audit Process. The Internal Audit Plans and Scope are well laid out to ensure compliance with various applicable laws and internal policies. The Internal Auditors review the systems and procedures and advise on further improvements wherever required. The reports of the Internal Auditors are reviewed by the Audit Committee and the Board of Directors of the Company.

All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the Books of accounts and reporting financial statements.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior, the company has adopted a vigil mechanism policy. This Policy can be viewed on the Companys website viz. www.ladderup.com in the "Investor Relations" Section.

COMPLIANCE WITH SECRETARIAL STANDARDS ISSUED BY ICSI

In accordance with the provisions of clause 9 of SS-1, The Company has complied with applicable Secretarial Standards – 1 and Secretarial Standards -2 issued by Institute of Company Secretary of India, during the year under review.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their sincere appreciation for the continued support and cooperation received from all clients, financial institutions, bankers, business associates, government authorities, and other regulatory bodies. The Board also extends its gratitude to all stakeholders for their sustained encouragement and trust, which has been instrumental in the effective operations of the Company. Your Directors further place on records their heartfelt thanks to all employees for their dedication, commitment, and continued support during the year.