Tokyo Finance Ltd Directors Report

To,

The Members,

Tokyo Finance Limited

The Directors have pleasure in presenting before you the 32nd Annual Report on the state of affairs of the Company together with the Audited Financial Statements, for the financial year ended on 31st March, 2026. This report covers the financial results and other developments during 1stApril, 2025 to 31st March, 2026 in respect of Tokyo Finance Limited.

1. FINANCIAL RESULTS

The highlights of the financial results are as follows:

(Amount in Lakhs)

Particulars	For the year ended March 31, 2026	For the year ended March 31,2025
Revenue from Operation	83.87	82.56
Other Income	0.22	0.20
Total Income	84.09	82.76
Total Expenditure	66.96	60.23
Net Profit before tax	17.13	22.53
Tax expenses	0.00	(0.30)
Net Profit/ Loss after tax	17.13	22.83

2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

During the year, the Company continued its lending activities in line with its NBFC registration. Focus remained on maintaining a conservative credit profile, ensuring liquidity, and strengthening operational efficiency. The Company will continue to explore opportunities for sustainable growth while mitigating risks through prudent financial management.

The Company recorded a turnover of Rs. 83.87 lakhs, as against Rs. 82.56 lakhs in the previous Financial Year. The net profit for FY 2025-26 stood at Rs. 17.13 lakhs as against net profit of Rs. 22.83 lakhs in previous year.

3. DEPOSITS

The Company has not accepted deposits during the financial year ended March 31, 2026 nor there were any unpaid/unclaimed deposits at the financial year ended on March 31,2026 falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount of principal or interest is outstanding.

4. DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the Listing Regulations, the Company has formulated a Dividend Distribution Policy, which is available on its website.

5. DIVIDENDANDTRANSFERTOIEPF

The Board of Directors thought it prudent not to recommend any Dividend for the financial year ended 31 March, 2026.

The Company was not required to transfer any unpaid/unclaimed amount of dividend to Investor Education and Protection Fund.

6. TRANSFERTO RESERVES

No amounts were transferred to reserves.

7. CHANGE IN THE NATURE OF BUSINESS.

There were no changes in the nature of business during the financial year ended March 31, 2026.

8. MATERIAL CHANGES AND COMMITMENT OCCURRED BETWEEN END OF THE FINANCIALYEARTOWHICHTHIS FINANCIALSTATEMENTS RELATETILLTHE DATE OF THE REPORT, IF ANYAFFECTING FINANCIAL POSITION OF THE COMPANY.

There are no material changes affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

9. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIRSTATUSASATENDOFTHEFINANCIALYEAR.

During the year under review, there were no application made and proceeding initiated/pending underthe Insolvency and Bankruptcy Code, 2016.

As on the date of this report, there is no application or proceeding pending against your company underthe Insolvency and Bankruptcy Code, 2016.

10. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIMEOFONETIMESETTLEMENTANDTHEVALUATIONDONEWHILETAKINGLOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

As Company has not done any one time settlement during the year under review hence no disclosure is required.

11. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There are no significant material orders passed by the Regulators/Courts/Tribunals which would impact the going concern status of the Company and its future operations.

12. AUDITORSANDAUDITORS REPORT

A. Statutory Auditors

Pursuant to the provisions of Section 139 of the Act read with Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s. UBG & Co., Chartered Accountant, (Firm Registration No. 141076W), were appointed as statutory auditors at the Twenty-Eighth AGM till the conclusion of Thirty Third Annual General Meeting for the period of 5 years.

The Statements made by the Auditors in their report are self-explanatory and doesnt require any comments by the Board of Directors.

B. Secretarial Auditor

Pursuant to the provisions of Section 204 of the CompaniesAct, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24Aof SEBI (LODR) Regulations, 2015:

For FY 2025-26: The Board had appointed Ms. Ashika Shetty, Practicing Company Secretary (M. No.: 46804, COP No.: 27779), to conduct the Secretarial Audit for the Financial Year 2025-26. The Secretarial Audit Report for FY 2025-26 is annexed herewith asAnnexure-1.

For FY 2026-27: The Board of Directors, on the recommendation of the Audit Committee, at its meeting held on July 22, 2026, re-appointed Ms. Ashika Shetty, Practicing Company Secretary, as SecretarialAuditor of the Company for the Financial Year 2026-27.

The Secretarial Audit Report for the financial year ended 31st March, 2026 contains following Qualifications:

Boards Comments on Observations of Secretarial Auditor

i. The Company has delayed in filing certificate under Regulation 74(5) of SEBI (Depository and Participants) Regulations, 2018 for the quarter ended 31 March 2025.

-This was a minor delay due to paperwork processing with our registrar. It has been filed, and steps are in place to make sure it is submitted on time in the future.

ii. The Company being an NBFC has not filed the prescribed mandatory XBRL returns with RBI within the prescribed timelines.

-The delay happened because of internal team changes. All pending filings are being cleared up, and we have improved our system to track these deadlines strictly.

iii. The Company was required to close the trading window from 1 April 2025 till 48 hours after publication of financial results for the year ended on 31 March 2025. However, the intimation of the same to stock exchange was given on 18 April 2025, thereby indicating a delay in closure of the trading window.

-The trading window was closed internally on time, but we sent the letter to the stock exchange late due to an oversight. We have set up automated reminders to avoid this again.

iv. Though the Company has published financial results in the regional language newspaper

- Janadesh, the same has not be published in the regional language i.e. Gujarati but has been published in English. Further, though the Company has published newspaper advertisement of financial results for the quarter ended 31 December 2025 in the newspapers, the Company has erroneously submitted newspaper advertisement of financialresults of the quarter ended 30 September 2025 instead of financial results for the quarter ended 31 December 2025 to the stock exchange.

-Regarding the newspaper publication in Janadesh, management will ensure strict adherence to publishing in Gujarati for all future regional disclosures. Additionally, the submission of the results for the quarter ended September 30, 2025, instead of December 31,2025, was an inadvertent file attachment error during portal upload.

v. Consequent to resignation of Ms. Sonal Gandhi as Company Secretary and Compliance officer effective 15 May 2025, the Company had not filled the vacancy caused by the resignation within a period of 3 months as required under Regulation 6 (1A) of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015. However, the Company entity has subsequently appointed Ms. Ruchika Nazare as Company Secretary and Compliance officer effective 20 August 2025.

-It took extra time to search for and select the right candidate for the Company Secretary position. The post was filled onAugust20,2025, when Ms. Ruchika Nazare was appointed.

vi. The Company has not filed with the stock exchange annual disclosure under Regulation 31(4) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 within the prescribed timelines.

- The yearly declaration was filed late due to internal review delays. It is now submitted, and we will follow strict timelines moving forward.

vii. The Company has software for the structured digital database, however on our visit to the office for verification of the software, the data was inaccessible due to technical reasons, hence we are unable to give our opinion on the completeness of the data maintained.

-The required software is installed, but software and server technical issues prevented access during the audit. Our IT team is fixing this to ensure smooth access during future audits.

C. Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014:

For FY 2025-26: The Board of Directors appointed M/s. R. C. K. & Co., Cost Accountants (FRN: 002587), as Internal Auditor of the Company to conduct the internal audit functions for the Financial Year 2025-26.

For FY 2026-27: The Board of Directors, on the recommendation of the Audit Committee, at its meeting held on July 22, 2026, appointed M/s. S R Ranka & Co, Chartered Accountant (FRN: 152345W), as the InternalAuditorof the Company for the Financial Year 2026-27.

13. EXTRACT OFTHEANNUAL RETURN

Pursuant to Section 134 (3) (a) of the Companies Act, 2013 the Company shall place the Annual Return for FY 2025-26 on its website www.tokyofinance.in once the same is submitted to ROC.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGSANDOUTGO

Your Company has not consumed energy of any significant level and accordingly, no additional investment was made for reduction of energy consumption during the year under review. Considering the nature of activities undertaken by your Company, no comment is made on technology absorption.

During the year under review there were no earnings in foreign exchange and there was no foreign exchange outgo.

3. DIRECTORS & KEY MANAGERIAL PERSONNEL

A. Retirement by Rotation

1. In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Velji LakhadirShah, Director of the Company, retires by rotation attheensuingAnnual General Meeting and being eligible, has offered himself for re-appointment.

B. Changes during theyear

During the year under review,

Ms. Sonal Gandhi resigned from the post of Company Secretary and Compliance Officer of the Company w.e.f. May 15,2025.

Ms. Ruchika Nazare was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. August 20,2025.

Mrs. Jagruti Mayurbhai Sanghvi (DIN- 07144651) resigned as Non-Executive Independent Director of the company w.e.f. September27,2025.

Mrs. Jinali Modi (DIN: 07533545) was appointed as Non-Executive Independent Director for the term of five consecutive years i.e. from September 27, 2025 to September 26,2030.

Mr. Viraj Devang Vora (DIN: 08448823) was appointed as a Non-Executive Independent Director of the Company, to hold office for a second consecutive term of five years with effect from 29th September, 2025 to 28th September, 2030.

Mr. Velji Lakhadir Shah (DIN: 00007239), who has attained the age of 70 years, was appointed as Managing Director of the Company for a further period of three years with effect from 07th February, 2026.

C. Changes in Directors and KMP subsequent to the end of Financial Year 2025-26 (Up to the date of this Report)

Ms. Ruchika Nazare resigned from the post of Company Secretary & Compliance Officer of the Company w.e.f. the close of business hours on May 1,2026.

Ms. Sonal Gandhi was re-appointed as Company Secretary and Compliance Officer of the Company w.e.f. August 1,2026.

Key Managerial Personnel (KMP)

In accordance with the provisions of Section 203 of the Companies Act, 2013, the following persons are designated as Key Managerial Personnel of the Company:

Sr No.	Name	Designation
1.	Velji Lakhadir Shah	Managing Director
2.	Kalpana Anant Ghate	Chief Financial Officer
3.	Sonal Gandhi	Company Secretary and Compliance Officer

A. Declaration by an Independent Director(s) and re- appointment

All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The terms conditions for the appointment of Independent Directors are available on the website of the Company www.tokyofinance.in.

B. Formal Annual Evaluation

Schedule IV to the Companies Act, 2013, mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013, states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The Board has carried out an annual performance evaluation of its own performance, that of its Committees and the Directors individually.

C. Criteria for performance evaluation of Independent Directors and the Board

a. The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend his / her appointment, as per Companys Policy.

b. Aperson should possess adequate qualification, expertise and experience for the position he/she is considered for appointment. The Committee has authority to decide whether qualification, expertise and experience possessed by a person are satisfactory for the position.

c. The Company shall not appoint or continue the employment of any person as Whole time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution.

D. Directors Responsibility Statement:

In terms of Section 134(5) of the CompaniesAct, 2013 in relation to financial statements for the year ended 31st March 2026, the Board of Directors state that:

a. In the preparation of theAnnualAccounts, 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 forthat 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 theAnnualAccounts on a going concern basis.

e. They have laid down internal financial controls in the company that are adequate and were operating effectively.

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.

16. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI), namely:

SS-1: Meetings of the Board of Directors

SS-2: General Meetings

1. MEETINGS

A. Board Meeting

During the year, the Board of Directors duly met Seven (7) times to discuss various matters, presence of each director and their directorship and membership in other public company is provided below.

During the year Five (5) Audit Committee, One (1) Nomination & Remuneration committee, One (1) Stakeholders Relationship Committee meeting were convened and held.

Following is the Composition of the Board of Directors as on 31st March, 2026.

Name of Directors	Category	Attendance at		No. of Directorship s in other Public Companies	No. of Committee positions held in other Public Companies
		Board meet ings	Last AGM (27th September, 2025)		As Chairman	As Member
Mr.Velji Lakhadir Shah Chairman & Managing Director DIN:00007239	Executive, Non- Independent	7	Yes	4
Mr. Haresh Velji Shah DIN: 00008339	Executive, Non- Independent	7	No	4	-	-
*Mrs. Jagruti Mayurbhai Sanghavi DIN: 07144651	Non- Executive, Independent	4	No	1	-	2
Mr.Viraj Devang Vora DIN: 08448823	Non- Executive, Independent	7	Yes	1	2
Mrs. Kinnari Sunny Charla DIN: 10748676	Non- Executive, Independent	7	No	1		2
#Mrs. Jinali Rushin Modi DIN:07533545	Non- Executive, Independent	3	No	1	-	2

*Mrs. Jagruti Mayurbhai Sanghavi has been resigned w.e.f 27th September, 2025.

#Mrs. Jinali Rushin Modi has been appointed w.e.f 27th September, 2025.

(1) Excludes directorships in Private Limited Companies, Foreign Companies and Section 8 Companies.

(2) This includes only Chairmanships/Memberships of the Audit Committee and Stakeholders Relationship Committee of all listed and unlisted public limited companies as per Regulation 26 of the SEBI Listing Regulations.

B. Independent Directors Meeting

As per the requirement of Schedule IV to the Companies Act, 2013, the Independent Directors of the Company met on 20th August, 2025, inter alia to:

a. Review the performance of the non- Independent Directors and the Board of Directors as a whole;

b. Review the performance of the Chairperson of the Company; taking into account the views of the Executive Directors.

c. 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.

18. COMMITTEES OF BOARD

Board has three committees to attend various matters provided by the law i.e. Audit Committee Nomination & Remuneration Committee & Stakeholder Relationship Committee.All the committees consists entirely of Independent Directors.

Name of the committee	Composition of The committee	Highlights of duties, responsibilities and Activities
Audit committee	Mr. Viraj Devang Vora, Chairperson	• The primary objective of the audit committee is to monitor and provide an effective supervision of the managements financial reporting process, to ensure accurate and timely disclosures, etc. The audit committee overseas the work carried out in the financial reporting process by the management, the internal auditors and the independent auditors.
	Mrs. Kinnari Sunny Charla
	Mrs. Jagruti Mayurbhai Sanghavi (up to September 27, 2025)
	Mrs. Jinali Rushin Modi (w.e.f. September 27, 2025)	• The terms of reference of theAudit Committee are in accordance with the provisions of Section 177 ofCompaniesAct2013.
		• All recommendations made by the audit committee during the year were accepted by the Board. The Company has adopted the Whistleblower mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Companys Code of Conduct and Ethics. In accordance with the requirements of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Company has formulated policies on related party transactions. The policies, including the Whisteblower Policy, are available on our website,www.tokyofinance.in
Nomination & Remuneration committee	Mr. Viraj Devang Vora, Chairperson	• The committee overseas and administers executive compensation, operating under a written policy adopted by our Board of Directors.
	Mrs. Kinnari Sunny Charla	Th e commi ttee h as d esig n ed an d continuously reviews the nomination and remuneration policy for our Directors and senior executives to align both short-term and long-term remuneration with business objectives and to link remuneration with the achievement of measurable performance goals. The nomination and remuneration policy is available on our website at www.tokyofinance.in
	Mrs. Jagruti Mayurbhai Sanghavi (up to September 27, 2025)
	Mrs. Jinali Rushin Modi (w.e.f. September 27, 2025)
Stakeholders Relationship committee	Mr. Viraj Devang Vora, Chairperson	• The committee reviews and ensures redressal of investor grievances.
	Mrs. Kinnari Sunny Charla
	Mrs. Jagruti Mayurbhai Sanghavi (up to September 27, 2025)
	Mrs. Jinali Rushin Modi (w.e.f. September 27, 2025)

19. VIGILMECHANISM

Your Company has a well-defined “Whistle Blower Policy” and has established Vigil Mechanism to provide for adequate safeguards against victimization and has also made provisions for direct access to the Chairman of Audit Committee in appropriate cases. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.tokyofinance.in.

20. SEXUAL HARASSMENT OF WOMEN ATWORKPLACE

The Company has adopted policy on prevention of sexual harassment in line with the requirements of the Sexual Harassment of Women at the work place (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints.

The Company is committed to providing a safe and conducive work environment to all its employees and associates. All women employees whether permanent, temporary or contractual are covered under the above policy.

Details of complaints received during the year under review under POSH Act are as under:

a. number of complaints of sexual harassment received during the financial year: None

b. number of complaints disposed of during the financial year: NA

c. number of complaints pending as on end of the financial year: None

d. number of complaints pending for more than ninety days: None

Further, The Company has complied with the provisions of Maternity Benefit Act, 1961 during the year under review.

21. CORPORATE SOCIAL RESPONSIBILTY

The Provisions of Section 135 of the Companies Act, 2013 read with Schedule VII and (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the company.

22. RELATED PARTYTRANSACTIONS (RPTS)

All Related Party Transactions (RPTs) entered by the Company during the year under review, were on arms length basis and in the ordinary course of business and did not attract provisions of section 188 of the Act. During the FY 2025-26, as required under section 177 of the Act, all RPTs were approved by the Audit Committee and the Company has not entered into any transactions with Related Parties which are not in its ordinary course of business or not on an arms length basis and which require disclosure in this Report in terms of the provisions of Section 188(1) of the Act. A statement on “Related Party Disclosures” showing the disclosure of transactions with related parties as required under Indian Accounting Standard 24 (Ind AS 24) issued by Institute of Chartered Accountants of India, read with the Companies (IndianAccounting standards) Rules, 2015, are given in the Notes to the Financial Statement.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to Section 186(11) of the Companies Act, 2013, the provisions of Section 186(4) of the Companies Act, 2013 requiring disclosure in the financial statements of the full particulars of the loans given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient of the loan or guarantee or security is not applicable to a non-banking financial company registered under Chapter III of the Reserve Bank of India Act, 1934 and whose principal business is acquisition of securities.

24. LISTING WITH STOCK EXCHANGE

Company is listed with Bombay Stock Exchange Ltd. Stock Code of the company is 531644 and ISIN Number for NSDL/CdSL (Dematerialized shares) is INE546D01018. Company confirms that it has paid theAnnual Listing Fees for the year 2025-26.

25. DEMATERIALIZATION OF SHARES

87.78% of the companys paid up Equity Share Capital is in dematerialized form as on 31st March, 2026. The Companys Registrar is MUFG Intime India Private Limited (Formerly known as Link Intime India Private Limited) situated at C-101, Embassy 247, L.B.S. Marg, Vikhroli (West), Mumbai-400083. Phone No. 810 811 6767. Website: https://in.mpms.mufg.com/, email ID: rnt.helpdesk@in.mpms.mufg.com The company has applied for de-listing from Ahmedabad Stock Exchange, as approved by the shareholder at the Annual General Meeting held on 29th September, 2009. The confirmation is awaited.

26. PARTICULARS OF EMPLOYEES:

Pursuant to the provisions of Section 197(12) of the Companies Act, 2013 ("the Act”) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the relevant information is annexed to this Report as Annexure 2.

No employees during the financial year were covered under the provisions of Rule 5(2) (i), (ii) & (iii) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016.

27. MANAGEMENT DISCUSSIONSANDANALYSIS REPORT

Management Discussions and Analysis Report for the year ended 31st March, 2026 is attached to this report as Annexure 3.

28. BUSINESS RISK MANAGEMENT

The main identified risks at the Company are commercial risks, legal & regulatory risk. Your Company has established a comprehensive risk management policy to ensure that risk to the Companys continued existence as a going concern and to its development are identified and addressed on timely basis. Risk management strategy as approved by the board of directors is implemented by the management.

29. ACKNOWLEDGEMENT:

Your Board place on record their appreciations of the whole hearted and sincere co-operation received by the Company during the year from the employees, customers/clients, bankers and various authorities at all levels.

	For and on Behalf of the Board of Directors
	Tokyo Finance Limited
	sd/-
	Velji L. Shah
	Chairman & Managing Director
	DIN:00007239
Date: 04th September, 2026
Place: Mumbai