Tokyo Finance Ltd Directors Report

To,

The Members,

Tokyo Finance Limited

The Directors have pleasure in presenting before you the 31st Annual Report on the state of affairs of the Company together with the Audited Financial Statements, for the financial year ended on 31st March, 2025. This report covers the financial results and other developments during 1stApril 2024 to 31st March 2025 in respect of Tokyo Finance Limited.

1. FINANCIAL RESULTS

The highlights of the financial results are as follows:

Particulars	For the year ended March 31, 2025	For the year ended March 31, 2024
Revenue from Operation	82.56	77.96
Other Income	0.20	83.30
Total Income	82.76	161.26
Total Expenditure	60.23	48.18
Net Profit before tax	22.53	113.08
Tax expenses	(0.30)	1.22
Net Profit/ Loss after tax	22.83	108.76

2. REVIEW OF BUSINESS OPERATIONSAND 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. 82.56 lakhs, as against Rs. 77.96 lakhs in the previous Financial Year. The net profit for F Y 2024-25 stood at Rs. 22.83 lakhs as against net profit of Rs. 108.76 lakhs in previous year.

3. DEPOSITS

The Company has not accepted deposits during the financial year ended March 31, 2025 nor there were any unpaid/unclaimed deposits at the financial year ended on March 31, 2025 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. DIVIDENDAND TRANSFER TO IEPF

The Board of Directors thought it prudent not to recommend any Dividend for the financial year ended 31 March, 2025.

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

6. TRANSFER TO 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, 2025.

8. MATERIAL CHANGES AND COMMITMENT OCCURRED BETWEEN END OF THE

FINANCIALYEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE TILL THE DATE OF THE REPORT, IFANYAFFECTING 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 THEIR STATUSASAT END OF THE FINANCIALYEAR.

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

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

10. 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.

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

1 1. 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. StatutoryAuditors

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 at the Twenty-Eighth AGM till the conclusion of Thirty ThirdAnnual general Meeting for the period of 5 years.

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

B. SecretarialAuditor

The Board has appointed Mr. Virendra Bhatt, Practicing Company Secretary, (M. No.: 1157) as the SecretarialAuditor pursuant to the provision of Section 204 of the CompaniesAct, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for Financial year 2024-25.

The SecretarialAudit Report for the financial year 2024-25 is attached herewith asAnnexure –1.

The Secretarial Audit Report for the financial year ended 31st March, 2025 contains following Qualifications:

Boards Comments on Observations of SecretarialAuditor

i. The Company has not complied with the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 with respect to submission of Annual Report with the District Officer.

The non-submission was inadvertent and due to an oversight. The company shall take necessary steps to complete all the pending submissions.

ii. The Company has not filled the vacancy in the post of Company Secretary (KMP) and Compliance Officer within the timeline prescribed under section 203 of the CompaniesAct, 2013 and Regulation 6 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, respectively.

The delay was due to challenges in identifying a suitable and qualified candidate for the role. However, the position has since been filed and the Company is now in compliance. The Board has resolved to ensure that such key positions are filled in a timely manner in the future.

iii. The Company being an NBFC has not filed prescribed mandatory XBRL returns with Reserve Bank of India.

The delay occurred due to internal transition in the finance and compliance teams. The Company has taken steps to strengthen its regulatory compliance systems and monitoring mechanisms.

iv. The company has delayed in filing Form MGT-14 with MCA for resolution passed by the Board for revision in the remuneration of Managing Director.

The delay was inadvertent and due to an oversight. The form has been filed subsequently with additional fees. The Company is taking steps to improve its compliance tracking processes.

v. Intimation of cessation of Mr. Chamanlal Andrjibhai Kutchhi (DIN: 00058092) was submitted to the stock exchange beyond the prescribed time.

The delay was unintentional. Going forward, the Company ensure timely disclosures to the stock exchange as per SEBI (LODR) requirements.

vi. Mrs. Kinnari Sunny Charla (DIN: 10748676) was appointed as Independent Director without first being registered in the Independent Directors Data Bank.

The delay was inadvertent and due to an oversight.

vii. Mrs. Kinnari Sunny Charla (DIN: 10748676) was appointed as Independent Director of the Company by the Board on 2nd September 2024 and regularized by the shareholders at theAGM held 30th September 2024, however Form DIR-12 for her appointment was not filed with MCA as on 31st March 2025.

The non-filing was due to an administrative oversight. The necessary form is being filed along with applicable additional fees. The Company has now put in place internal controls to ensure timely statutory filings.

C. InternalAuditor

Pursuant to Section 138 of the Companies Act 2013, the Board of Directors has appointed R. C. K. & Co. CostAccountants FRN: 002587 as InternalAuditor of the Company for conducting the InternalAudit of the Company.

1 3. EXTRACT OF THEANNUAL RETURN

Pursuant to Section 134 (3) (a) of the Companies Act, 2013 the Company shall place the Annual Return for FY 2024-25 on its website www.tokyofinance.in once the same is submitted to ROC.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGSAND OUTGO

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.

15. DIRECTORS & KEY MANAGERIAL PERSONNEL

A. Retirement by Rotation

1. In accordance with the provisions of the CompaniesAct, 2013 and theArticles ofAssociation of the Company, Mr. Haresh V. Shah, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

B. ProposedAppointments:

1. The term of Mr. Velji Lakhadir Shah (DIN: 00007239) as Managing Director expires on 6th February, 2026. Keeping in view his expertise and skills and pursuant to recommendation of Nomination and Remuneration Committee, the re-appointment of Mr. Velji Lakhadir Shah as Managing Director for the term of 3 years w.e.f 7th February, 2026 is placed for Members approval.

2. Mr. Viraj Devang Vora (DIN: 08448823) was appointed as Independent Director of the Company by the members for a period of 5 consecutive years commencing from 29th September, 2020 and ending on 28th September, 2025.

As per Section 149(10) of the Act, Board of Directors recommends re-appointment of Mr. Viraj Devang Vora for another term of five consecutive years w.e.f 29th September, 2025.

3. Based on recommendation of Nomination and Remuneration Committee and in terms of the provisions of Sections 149, 150, 152 read with Schedule lV and any other applicable provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board recommends appointment of Mrs. Jinali Modi (DlN: 07533545) as Independent Director for the term of five consecutive years i.e. from September 27, 2025 to September 26, 2030.

C. Retirements

The tenure of Mrs. Jagruti Mayurbhai Sanghvi (DIN- 07144651) who was appointed for Second Term as Non Executive Independent Directors w.e.f. 30th December, 2020 expires at the conclusion of ensuing Annual General Meeting; accordingly, she shall cease to be the Director of the Company. The Board of Directors places on record its appreciation for the association and contribution made by her during their tenure.

D. Changes during the year

During the year under review,

Mrs. Swagata Vinayak Indulkar resigned from the post of Company Secretary and Compliance Officer of the Company w.e.f. May 6, 2024.

Ms. Sonal Gandhi was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. January 7, 2025, and resigned from the said position on May 15, 2025.

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

B. 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

C. FormalAnnual 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.

D. 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. A person 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 Wholetime 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.

E. Directors Responsibility Statement:

In terms of Section 134(5) of the Companies Act, 2013 in relation to financial statements for the year ended 31st March 2025, the Board of Directors state 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 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.

1 6. 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

17. 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 there directorship and membership in other public company is provided below.

During the year Four (4)Audit Committee, Two (2) 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, 2025.

					No. of Directorships in other Public Companies	No. of Committee positions held in other Public Companies
Name of Directors	Category	Board meetings	Last AGM (30th September, 2024)	Attendance at	As Chairman	As Member
Mr.Velji Lakhadir Shah Chairman & Managing Director DIN: 00007239	Executive, Non-Independent	7	No	4	-	-
Mr. Haresh Velji Shah DIN: 00008339	Executive, Non-Independent	7	Yes	4	-	-
Mrs. Jagruti Mayurbhai Sanghavi DIN: 07144651	Non- Executive, Independent	7	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	4	Yes	1	-	2

(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 22nd October, 2024, 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.

1 8. 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. Except Stakeholder Relationship Committee other 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.
	Mrs. Kinnari Sunny Charla Mrs. Jagruti Mayurbhai	The audit committee overseas the work carried out in the financial reporting process by the management, the internal auditors and the independent auditors.
	Sanghavi	The terms of reference of the Audit Committee are in accordance with the provisions of Section 177 of CompaniesAct 2013
		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 Whistleblower 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 Mrs. Jagruti Mayurbhai Sanghavi	The committee has designed and 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
Stakeholders Relationship committee	Mr. Viraj Devang Vora, Chairperson Mrs. Kinnari Sunny Charla Mrs. Jagruti Mayurbhai Sanghavi	The committee reviews and ensures redressal of investor grievances.

1 9. VIGIL MECHANISM

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 WOMENAT WORKPLACE

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 POSHAct 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 BenefitAct, 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 PARTY TRANSACTIONS (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 2024-25, 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 (Indian Accounting 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 the Annual Listing Fees for the year 2024-25.

25. DEMATERIALIZATION OF SHARES

87.46% of the companys paid up Equity Share Capital is in dematerialized form as on 31st March, 2025. 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 Ahmadabad 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 asAnnexure 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, 2025 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
	Velji L. Shah
Date: 20th August, 2025	Chairman & Managing Director
Place: Mumbai	DIN:00007239