Dear Members,

Your Directors are pleased to present the 33^rd Annual Report on the business and operations of Company and Financial Results for the year ended 31^st March, 2026.

1. FINANCIAL RESULTS

The summarized Financial Results of the Company are given hereunder: -

(Rs. In lakhs)

2. OPERATIONS AND BUSINESS OUTLOOK

During the year under review, the Company recorded a total income of Rs. 1159.94 lakhs and a net profit after tax of Rs. 580.49 lakhs against income of Rs. 767.83 lakhs and a net profit after tax of Rs.428.91 lakhs in the previous year.

The increase in turnover is attributable to increase lending activity consequence to preferential issue of equity shares in December, 2025 and the fund where utilised in February 2026 on receiving required approvals from Stock exchange.

3. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

As per the requirements of Section 134(3)(I) of the Companies Act, 2013, Company declare that, there are no significant material changes and commitments affecting financial position of the Company between 31^st March, 2026 and the date of Board's Report.

4. CHANGE IN THE NATURE OF BUSINESS

As per the requirements of Rule 8(5)(ii) of the Companies (Accounts) Rules, 2014, Company declare that, there is no significant change in the nature of business of the Company during the financial year under review.

5. SHARE CAPITAL AND CLASSIFICATION OF COMPANY

The authorized capital of the Company as on 31^st March, 2026 was Rs. 10,00,00,000/- divided into 1,00,00,000 equity shares of Rs.10/- each.

The Subscribed, Issued and Paid-up capital of the Company as on 31^st March, 2026 was Rs. 7,74,78,500 divided into 77,47,850 equity shares of Rs. 10/- each.

During the year, the company issued and has allotted 22,93,400/- (Twenty Two Lakhs Ninety three thousand and four hundred only) fully paid up equity shares (‘Equity Shares") of face value of Rs 10/- (Rupees Ten only) each at an issue price of Rs 120/- (Rupees One Hundred Twenty Only) including a premium of Rs 110/- (Rupees One Hundred Ten only) each, aggregating up to Rs 27,52,08,000/- (Twenty Seven Crore Fifty two Lakhs and eight thousand only) on a preferential basis to the identified allottees in accordance with the applicable provisions of the Companies Act, 2013 read with Companies (Prospectus and Allotment of Securities) Rules, 2014, the companies (Share Capital and

Debentures) Rules, 2014 and such others rules and regulations made thereunder (the "Act") and in accordance with Chapter V of SEBI Issue of Capital and Disclosure Requirements (‘ICDR") Regulation, 2018 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the SEBI (Substantial Acquisitions of Shares and Takeovers) Regulations, 2011 ("Takeover Regulations") and other rules, regulations, guidelines notifications and circulars issued there under from time to time by the Government of India, the Reserve Bank of India, Securities and Exchange Board of India ("SEBI").

In terms of provisions of Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 issued by Reserve Bank of India; your company has been classified as Loan Company.

Disclosures as prescribed by Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2007 and other NBFC regulations have been made in this Annual Report.

6. DIVIDEND

The Company hasn't declared any dividend for the Financial year ended 31st March, 2026.

7. TRANSFER TO RESERVES

The Company proposes to transfer Rs.116.10 lakhs to Statutory Reserves.

8. DEPOSITS:

Your Company has not accepted/invited any deposits from the public for the year under review within the meaning of Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016 and Section 73 of the Companies Act, 2013 and the rules made there under.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Shri Dayanand Soma (DIN: 00854522), Director of the Company is liable to retire by rotation in terms of Section 152(6) of the Companies Act, 2013 at the ensuing Annual General Meeting to be held on 30^th July, 2026 and being eligible, seeks re-appointment.

Shri Lakshmi Prasad Gowra (DIN: 00268271), was reappointed as non-executive & non-Independent Director of the Company pursuant to the provisions of Sections 149, 152 read with Companies (Appointment and Qualification of Directors) Rules, 2014 and other applicable provisions of the Companies Act, 2013 (including any statutory modification(s) or enactment thereof for the time being in force) at the 32nd Annual General Meeting held on 20th, August 2025.

Shri Subbaraj Gowra (DIN: 00287820) was appointed as non-executive & non-Independent Director of the Company pursuant to the provisions of Sections 149, 152 read with Companies (Appointment and Qualification of Directors) Rules, 2014 and other applicable provisions of the Companies Act, 2013 (including any statutory modification(s) or enactment thereof for the time being in force) with effect from 20th August, 2025, liable to retirement by rotation.

Shri Gowra Srinivas (DIN: 00286986) was re- appointed as the Managing Director of the Company for a further term of 5 (five) consecutive financial years at the 32^nd Annual General Meeting (AGM) held on 20^th August 2025. This appointment is effective from July 30, 2026 pursuant to the provisions of Sections 196, 197, 198 and 203 read with Schedule V and all other applicable provisions of the Companies Act, 2013 (Act) and relevant rules framed thereunder, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 or any statutory modification(s) or reenactment(s) thereof.

Shri Dayanand Soma (DIN: 00854522), non-executive & non-Independent Director of the Company, attained the age of 75 years. Pursuant to Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable provisions of the Companies Act, 2013 read with Rules made thereunder, including any amendment(s), statutory modification(s) or re-enactment(s) made thereof for the time being in force, the shareholders of the Company, by way of a Special Resolution passed at the 32nd Annual General Meeting held on 20th August 2025, approved the continuation of his directorship upon attaining the age of 75 years.

Shri Gowra Lakshminarayana (DIN: 00287021), non-executive & non-Independent Director of the Company, attained the age of 75 years. Pursuant to Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable provisions of the Companies Act, 2013 read with Rules made thereunder, including any amendment(s), statutory modification(s) or re-enactment(s) made thereof for the time being in force, the shareholders of the Company, by way of a Special Resolution passed at the 32nd Annual General Meeting held on 20th August 2025, approved the continuation of his directorship upon attaining the age of 75 years.

As per provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI(LODR) Regulations, 2015, the Board adopted a formal performance evaluation procedure 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's functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgement etc. The evaluation of the Directors and that of the Chairman was carried out by the entire Board excluding the Director being evaluated. A separate meeting of Independent Directors was also held during the year wherein the performance of Board, Executive and non-executive Directors was evaluated.

The various suggestions which were made by Independent Directors in their meeting was placed before the Board for subsequent implementation.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

In accordance with Regulation 34 of the SEBI (LODR) Regulations, 2015, Management's Discussion and Analysis

Report for the year under review is presented in a separate section forming part of this Annual Report.

(ANNEXURE I)

In accordance with Section 149(7) of the Companies Act, 2013, each Independent Director has confirmed to the Company that he or she meets the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015.

The Independent Directors met on 25^th March, 2026 without the presence of Non-Independent Directors and members of the Management. At this meeting, the Independent Directors inter-alia evaluated the performance of the Non-Independent Directors and the Board of Directors as a whole, evaluated the performance of the Board and discussed aspects relating to the quality, quantity and timeliness of the flow of information between the Company, the Management and the Board.

The details of Familiarisation Programme is available on Company's website on weblink: https://www.gowraleasing.com/disclosures-under-regulation46-of-lodr.php

A. RISK MANAGEMENT POLICY:

The Company has policy for identifying risk and established controls to effectively manage the risk. Further the company has laid down various steps to mitigate the identified risks. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. There has been no change in policy from the last year. The Remuneration Policy is available on the website of the Company. (https://www.gowraleasing.com/pdf/new/Nomination%20&%20Remuneration%20Policy.pdf )

C. CODE OF CONDUCT POLICY:

The Company has complied with the requirements about code of conduct for Board members and Senior Management Personnel. The said policy is available on the website of the Company. (www.gowraleasing.com/code-of-conduct.php)

D. INSIDER TRADING POLICY:

The Board of Directors of the Company have adopted the Insider Trading Policy in accordance with the requirement of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading policy of the Company lays down guidelines & procedures to be followed, and disclosures to be made while dealing with the shares of the Company, as well as the consequences of the violations. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain highest ethical standards of dealing in Company's shares.

The Insider Trading Policy of the company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for preventing insider trading is available on the website of the Company. (www.gowraleasing.com/pdf/new/code-of-fair-disclosures.pdf)

E. VIGIL MECHANISM /WHISTLE BLOWER POLICY:

The Board of Directors of the Company have adopted Whistle Blower Policy. This policy is formulated to provide an opportunity to employees to raise concerns and to access the Audit Committee in good faith, in case they observe unethical and improper practices or any other wrongful conduct in the Company, to provide necessary safeguards for protection of employees from reprisals or victimization and to prohibit managerial personnel from taking any adverse personnel action against those employees. The policy is available on the website of the Company. https://www.gowraleasing.com/pdf/new/Whistle%20Blower%20Policy.pdf

There were no complaints received during the year 2025-26.

F. POLICY ON MATERIALITY OF EVENTS:

The Policy on materiality of events/ transactions as approved by the Board may be accessed on the Company's website. (www.gowraleasing.com/pdf/glfl-policy-for-materiality.pdf)

G. FAIR PRACTICE CODE:

The Board of Directors have adopted a Fair Practices Code as per the RBI guidelines for NBFCs which is available on the website (www.gowraleasing.com/fair-practice-code.php).

Pursuant to provision of Section 139 of the Companies Act, 2013, (the Act), M/s Dagliya & Co., Chartered Accountants were appointed as the Statutory Auditors of the Company for a term of 5 (five) consecutive years, at the 29^th Annual General Meeting held on September 21, 2022. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

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

The Statutory Audit Report for the financial year 2025-26 is annexed herewith to this Report (ANNEXURE III)

Pursuant to Section 204 of the Companies Act, 2013, the Company has appointed SPP & Associates, Hyderabad as Secretarial Auditor. The Secretarial Audit Report for the financial year 2025-26 is annexed herewith to this Report

(ANNEXURE IV).

The Secretarial Audit Report does contain one qualification as mention below with Explanation:

Qualification: during the year under review, there was a procedural delay of one day by the Company in submitting a prior intimation to the BSE Limited under Regulation 29 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the Board Meeting held on May 3^rd, 2025.

Explanation: The delay was due to a miscalculation in working day regarding a regional public holiday in Mumbai.

During the year under review, the Company was not required to maintain cost records and get them audited by Cost Auditor.

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

1. In the preparation of the accounts for the financial year ended 31st March 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. The Directors have 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 of the Company for that period;

3. 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;

4. The Directors have prepared the accounts for the financial year ended 31st March 2026 on a 'going concern' basis.

5. The directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

6. The directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

A separate report on Corporate Governance is enclosed as a part of this Annual Report. Pursuant to Schedule V of SEBI (LODR) Regulations, 2015 the declaration signed by the Managing Director affirming compliance of the Code of Conduct by the Directors and Senior Management personnel of the Company for the financial year 2025-26 is annexed and forms part of the Corporate Governance Report (ANNEXURE V)

The information required pursuant to Section 197(12) of Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the employees of the Company is enclosed herewith as part of Annual Report (Part A, ANNEXURE VI).

No employee was in receipt of remuneration exceeding Rs. 1,02,00,000/- or more per annum or Rs. 8,50,000/- or more per month as the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, other disclosure as required under Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed herewith as part of Annual Report (Part B, ANNEXURE VI)

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of business. There were materially significant related party transactions made by the Company with related companies and Directors, the details of which is provided in AOC 2 (Annexure - II), however it doesn't have a potential conflict with the interest of the Company at large. Your directors also draw attention of the members to Note No. 29 of the Financial Statement which sets out related party disclosures.

The Company has not made any Investment, loan, given guarantee, provided security pursuant to the provisions of Section 186 of Companies Act, 2013 other than in the normal course of business.

As per the requirements of Section 73, 74 & 76 of the Companies Act, 2013 and Rules made thereunder, the Company has not accepted any deposits.

A copy of Annual Return been placed on our website: https://www.gowraleasing.com/annual-reports.php .

The Audit Committee comprises of Shri P. Sobhanadri (Chairman) (Independent Director), Shri C. Suresh (Independent Director) and Shri Gowra Lakshminarayana (Non-Executive Director) as members during the year under review. All the recommendations made by the Audit Committee were accepted by the Board.

The Board of Directors of the Company met 6 (Six) times during the FY 2025-26. For further details, please refer report on Corporate Governance. The maximum interval between 2 meetings were as per the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

The equity shares of the Company are listed with Bombay Stock Exchange (BSE). There are no arrears on account of payment of listing fees to BSE.

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, is not applicable since there is no such activity at present being pursued by the Company.

(i) Foreign Exchange earnings : NIL

(ii) Foreign Exchange outgo : NIL

20. GENERAL

a. The Company has no subsidiaries, joint ventures or associate companies.

b. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

c. The Company has in place adequate internal financial controls with reference to financial statements. These controls ensure the accuracy and completeness of the accounting records and preparation of reliable financial statements.

d. The provisions of Section 134(3) (ca) read with Section 143(12) of the Companies Act, 2013 are not applicable to the Company during the financial year under review, as no frauds were reported by the auditors.

e. the financial year under review, there was no appointment of Independent Directors. Accordingly, no disclosure is required pursuant to Section 134(3)(q) of the Companies Act, 2013 read with Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014.

The provisions related to setting up of Internal Committee (IC) as required under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal), Act, 2013 to redress complaints received regarding sexual harassment is not applicable to the Company. Hence, no IC has been constituted.

Further, it is stated that during the financial year under review, your Company has not received any complaints under the referred said Act, with the following details:

(a) Number of complaints of sexual harassment received in the year: NA

(b) Number of complaints disposed off during the year: NA

(c) Number of cases pending for more than ninety days]: NA

The Company is in compliance with all applicable provisions of the Maternity Benefit Act, 1961.

The Company has complied with the applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to ‘Meetings of the Board of Directors' and ‘General Meetings', respectively.

24. PROCEEDING PENDING UNDER THE INSOLVENCYAND BANKRUPTCY CODE, 2016

During the year under review, no application been made nor any proceeding is pending under the insolvency and bankruptcy code, 2016 hence reporting of details and status is not applicable to the Company.

No one time settlement is done during the year, hence the 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 is not applicable to the Company.

The Company was not required to constitute a CSR Committee as the Company has not met any of the thresholds mentioned in Section 135 of the Companies Act, 2013 during the financial year under review. Hence reporting about policy on Corporate Social Responsibility and the initiatives taken are not applicable to the Company for FY 2025-26.

The Directors thank the Company's Bankers namely State Bank of India, Kotak Mahindra Bank Limited, ICICI Bank and officials of concerned Government Departments for their co-operation and continued support to the Company.

The Board would also like to thank the Company's shareholders, customers and service providers for the support and the confidence which they have reposed in the management. The Board place on record its appreciation of the contribution made by the employees at all levels for their hard work, solidarity, co-operation and support.