To,

The Members,

Kapil Raj Finance Limited

Your Directors are pleased to present their 40th Annual Report of the Company on the Business and operations of the Company and the accounts for the Financial Year ended March 31,2026.

(Rupees in Lakhs)

During the year under review, the Company has earned total income of INR 80.45 Lakhs as against the previous year income of INR 19 Lakhs & the Company has earned Net Profit of INR 41.12 Lakhs in the Financial Year 2025-2026 as against loss of INR 0.84 Lakhs in the Financial Year 2024-2025.

During the financial year under review, the Board has not recommended any dividend.

Pursuant to the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the top 1000 listed entities based on market capitalization (as on March 31 of every financial year) are required to formulate a Dividend Distribution Policy, which must be disclosed on the website of the listed entity, along with a web link provided in their Annual Reports.

This requirement is not applicable to the Company, as it does not fall within the list of top 1000 listed companies based on market capitalization as on March 31,2026, as per the data provided by BSE.

During the financial year under review, there is no change in the nature of business of the Company.

The Authorised Share Capital of the Company as on financial year ended on March 31,2026 is INR 11,00,00,000 crores (Indian Rupees Eleven Crore Only) divided into 11,00,00,000 (Eleven Crore) Equity Shares having face value of INR 1/- (Indian Rupee One) Each (“Equity Shares”).

The issued share capital of the Company as on financial year ended on March 31, 2026 is INR 10,94,00,000/- (Indian Rupees Ten Crores ninety-four lakhs only) divided into 10,94,00,000 (Ten Crore ninety four lakhs) Equity shares of INR 1/- each.

The subscribed and paid-up capital of the Company as on financial year ended on March 31, 2026 is INR 10,94,00,000/- (Indian Rupees Ten Crores ninety-four lakhs only) divided into 10,94,00,000 (Ten Crore ninety four lakhs) Equity shares of INR 1/- each.

During the financial year under review, the Company has neither issued sweat equity shares nor issued equity shares with differential rights as to dividend, voting or otherwise.

The Equity Shares of the Company are listed on BSE Limited (“BSE”). Further, trading in the Equity Shares was not suspended on the Stock Exchanges during the financial year under review.

During the financial year under review, the Company has not transferred any amount to the reserves apart from the profit.

The disclosure requirements pertaining to any deviation or variation in connection with the terms of a public issue, rights issue, or preferential issue, as specified under applicable regulations, are not applicable to the Company. This is because the Company has not issued any shares or other securities during the financial year under review.

8) TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

In accordance with the provisions of Sections 124 and 125 of the Companies Act, 2013 and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), dividend of a company which remain unpaid or unclaimed for a period of seven years from the date of transfer to the unpaid Dividend account shall be transferred by the company to the Investor Education and Protection Fund (“IEPF”).

In terms of the foregoing provisions of the Companies Act, 2013, there is no dividend which remains outstanding or remains to be paid and required to be paid and required to be transferred to the IEPF by the Company during the year under review.

During the financial year under review no shares were bought back by the Company.

The details regarding the unclaimed shares, if any, are mentioned in the Corporate Governance Report.

The Company has not introduced or implemented any Employee Stock Option Scheme during the financial year under review.

Accordingly, the provisions relating to ESOP are not applicable to the Company.

The Company's employees continue to be among one of its most valued stakeholders. We remain committed to attracting, developing, and retaining top talent. Our efforts are focused on fostering a collaborative, transparent, and participative organizational culture, while recognizing and rewarding merit and consistent high performance. We believe that empowering our people is critical to driving long-term success and organizational resilience.

The details with respect to the remuneration of directors and employees as required under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014 is annexed as Annexure - II.

The provisions relating to Corporate Social Responsibility (“CSR”) are not applicable to the Company, as the Company is not exceeding the prescribed threshold under Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, during the relevant financial year.

Pursuant to the applicable provisions the Company has a well-defined risk management framework in place including identification therein of elements of risk. The Company has established procedures to periodically place before the Audit Committee and the Board; the risk assessment procedures and minimization procedures being followed by the Company and steps taken by it to mitigate these risks.

The Company is firmly committed to upholding the highest standards of integrity, transparency, and ethical conduct in all its business practices.

In pursuit of this commitment, a Vigil Mechanism and Whistle Blower Policy (“the Policy”) has been established in accordance with the Act and Regulation 22 of the SEBI Listing Regulations. The Policy provides a secure and confidential channel for employees, directors, and stakeholders to report any suspected misconduct, unethical behavior, fraud, or violations of the Company's Code of Conduct for employees without fear of retaliation.

It also ensures direct access to the Chairperson of the Audit Committee, reinforcing independence and oversight.

Employees and other stakeholders are encouraged to report actual or suspected reportable matters as per the Policy. All reportable matters are objectively reviewed and investigated by an independent investigation team. Outcomes and actions taken are reported to the whistleblower committee and Audit Committee on a periodic basis.

The Company affirms that no individual has been denied access to the Chairperson of the Audit Committee under this Policy.

During the financial year under review, no reportable matters were investigated. The Vigil Mechanism and Whistle Blower Policy is also available on the website of the Company at https://www.kapilraifinanceltd.com/policies.html

The Company is committed to provide a safe and conducive work environment to all its employees and associates It is the continuous endeavour of the Management of the Company to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment.

The Company has in place a Policy on Prevention of Sexual Harassment in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”). All the employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the financial year ended on March 31, 2026, the Company conducted virtual training sessions for employees to build awareness about the Policy and the provisions of the POSH Act. Your Company has complied with the provisions relating to constitution of Internal Complaints Committee under the POSH Act for dealing with the complaint, if any, relating to sexual harassment of women at workplace.

Details of sexual harassment complaints received and resolved during the financial year under review are given below:

• Number of complaints received/filed during the financial year: 0

• Number of complaints disposed off during the financial year: 0

• Number of cases pending for more than ninety days: 0

• Number of complaints pending as on the end of the financial year: 0

The Company is not having any Subsidiary, Associates and Joint Ventures as on financial year ended 31st March, 2026.

During the financial year under review, there was no change in Board of Directors / KMP of the Company. Accordingly, the Board of directors / KMP as on closure of financial year are as follows:

However, the following individuals were appointed / ceased subsequent to the closure of Financial Year 2025- 2026:

The Independent Directors have confirmed that:

• they meet the criteria of Independence laid down under the Act and SEBI Listing Regulations;

• they have complied with the code for Independent Directors prescribed under Schedule IV to the Act;

• they have registered themselves with the Independent Director's databank maintained by the Indian Institute of Corporate Affairs;

• they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence;

• they have not been associated with any material supplier, service provider, or customer of the Company;

• they have not been partner, proprietor, or employee of the Company's Statutory Audit firm during the preceding Financial Year;

• they have not been affiliated with any legal or consulting firm that has or had business transactions with the Company, its subsidiaries, or associate companies, amounting to 10% or more of the gross turnover of such firm; and

• apart from receiving Director's remuneration (including sitting fees), there have not been any material pecuniary relationship or transactions with the Company, its subsidiaries or associate companies, or their directors, during the three immediately preceding Financial Years or during the current financial year exceeding the limits specified under the Act and SEBI Listing Regulations.

Further, the Company confirms that neither the Independent Director nor their relative as defined under the Act, were employed, in an executive capacity by the Company, its Subsidiaries, or Associate Companies during the preceding Financial Year.

Accordingly, based on the declarations received from all Independent Directors, the Board has confirmed that, in their opinion, independent directors of the Company are persons of integrity, possess relevant expertise and experience and fulfil the conditions specified in the Act and SEBI Listing Regulations and are independent of the management.

The Nomination and Remuneration Policy (“NRC Policy”) has been developed in accordance with Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations. It establishes a structured framework for the nomination, evaluation, and remuneration of the Company's Directors and senior management personnel of the Company. The core objective of the NRC Policy is to attract, retain, and reward most qualified and skilled talent capable of driving long-term growth and success of the Company.

During the financial year under review, there were no changes made to the NRC Policy.

The Familiarisation programs aims to provide insight to the Independent Directors to understand the business of the Company. Upon induction, the Independent Directors are familiarized with their roles, rights and responsibilities.

All the Directors of the company are updated as and when required, of their role, rights, responsibilities under applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, Secretarial Standards, nature of industry in which the Company operates, business model of the Company, etc. The Company holds Board and the Committee Meetings from time to time.

The Board of Directors has complete access to the information within the Company. The Independent Directors have the freedom to interact with the Company's management. Directors are also informed of the various developments in the Company through various modes of communications. All efforts are made to ensure that the Directors are fully aware of the current state of affairs of the Company and the Industry in which it operates.

The details of familiarization programme undertaken have been uploaded on the Company's website https://www.kapilrajfinanceltd.com/policies.html

During the financial year under review, the Board of Directors met 06 (Six) times. The details of the Board Meetings and the attendance of the Directors thereat are provided in the Corporate Governance Report forming part of this Annual Report.

The Company has complied with the provisions of the Companies Act, 2013 regarding the maximum interval between two consecutive Board Meetings.

In accordance with the provisions of the Act and the SEBI Listing Regulations, the Company has implemented a formal, structured, and transparent process for the annual evaluation of the performance of the Board as a whole, its various committees, the chairperson of the Board, and individual directors, including independent directors.

The Nomination and Remuneration Committee (“NRC”), in consultation with the Board, defined the evaluation framework and criteria, which focus on both qualitative and quantitative aspects of governance. Key parameters used in the evaluation included:

• Composition and diversity of the Board and its committees;

• Clarity of roles and responsibilities;

• Quality, timeliness, and adequacy of information shared with the Board;

• Effectiveness of the Board's decision -making processes and strategic inputs;

• Performance of the Chairperson in leading the Board;

• Active participation and contribution of individual directors;

• Functioning of committees in discharging their responsibilities effectively; and

• Compliance with applicable regulatory requirements.

In compliance with Section 149(8) of the Act read with Schedule IV and Regulation 17 of the SEBI Listing Regulations, the performance evaluation of independent directors was carried out. This evaluation was based on parameters laid out by the NRC in line with the Company's policy for evaluation of the performance of the board of directors, which is available on the Company's website and can be accessed at https://www.kapilraifinanceltd.com/policies.html.

None of the Independent or Non-Executive Directors has any pecuniary relationship or transaction with the Company which, in the judgment of the Board, may affect their independence as on 31st March, 2026.

As on the financial year ended March 31,2026, the Board has three (3) committees constituted in compliance with the applicable provisions of the Act and SEBI Listing Regulations, as given below:

i. Audit Committee;

ii. Nomination and Remuneration Committee;

iii. Stakeholders Relationship Committee

A detailed note on the composition of the committees and other mandatory details is provided in the Corporate Governance Report forming part of this Annual Report.

Pursuant to the provisions of Section 139 of the Act read with rules framed thereunder M/s GAMS & Associates LLP, Chartered Accountants were appointed as the statutory auditors of the Company for a term of 5 consecutive years to hold office from the conclusion of 34th AGM of the Company till the conclusion of 40th AGM of the Company.

GAMS & Associates has given an unmodified opinion and has not given any qualification or reservation or adverse remark or disclaimer in their audit report on the financial statements of the Company for the financial year ended on March 31,2026.

In terms of the provisions of Section 204 of the Companies Act, 2013 read with Regulation 24A of the SEBI Listing Regulations, M/s. Neeraj Jindal & Associates, Practicing Company Secretary, were appointed as Secretarial Auditors of the Company for a term of 5 (five) consecutive years starting from April 1,2025 and ending on March 31, 2030. However, owing to other professional preoccupations he tendered his resignation with effect from 21.08.2026, resulting in Casual vacancy.

Consequently, to fill the casual vacancy, the Board of Directors in their meeting held on 21.09.2026, based on the recommendation of the Audit Committee, has appointed M/s Ankit Singhal and Associates (FRN: S2019DE697200) as Secretarial Auditors of the Company to fill the casual vacancy for the financial year 2025- 26, and has further recommended to the Members their appointment for a term of 5 (five) consecutive financial years from the financial year 2026-27 to the financial year 2030-31 in terms of Regulation 24A(1) of the SEBI Listing Regulations.

M/s Ankit Singhal & Associates on their appointment have confirmed that:

• their appointment is within the limits laid down under the guidelines of Institute of Company Secretaries of India (“ICSI”);

• they are not disqualified from continuing as Secretarial Auditors under Section 204 of the Act, Company Secretaries Act, 1980, SEBI Listing Regulations and Securities and Exchange Board of India circulars;

• they hold a valid peer review certificate issued by the ICSI.

The Secretarial Audit Report issued for the financial year ended on March 31, 2026 is annexed as Annexure-I. Further, the Secretarial Auditors report doesn't contain any qualification or reservation requiring explanation or adverse remark.

The Company has submitted the Annual Secretarial Compliance Report with BSE in compliance with Regulation 24A of the SEBI Listing Regulations.

During the Financial Year 2025-2026, the Company is not required to maintain cost records, therefore the requirement of appointing Cost Auditor is not applicable on the Company.

Internal financial controls are an integral part of the Company's risk and governance framework, addressing financial and operational risks to ensure the orderly and efficient conduct of its business. This includes adherence to Company policies, safeguarding of assets, prevention and detection of fraud and errors, accuracy and completeness of accounting records, and the timely preparation of reliable financial information.

The Company has implemented an adequate internal financial control system over financial reporting. This system ensures that all transactions are authorized, recorded and reported correctly in a timely manner, providing reliable financial information and complying with applicable accounting standards, commensurate with the size and volume of the Company's business.

Key internal financial controls have been documented, automated wherever possible and embedded in respective business processes. Assurance to the Board on the effectiveness of internal financial controls is obtained through three lines of defense:

(a) Management reviews and self-assessments;

(b) Continuous controls monitoring by the Governance, Risk and Compliance Function; and

(c) Independent design and operational testing by the Statutory and Secretarial Auditors.

The Company is of the opinion that the internal financial controls were adequate and operating effectively during the financial year under review. Furthermore, these internal financial controls were tested by the Statutory Auditors, who reported no material weaknesses or significant deficiencies in their design or operation.

The Company has an Equal Parental Leave Policy extended to both male and female employees which is in compliance to the Maternity Benefit Act 1961.

This policy reflects our belief in shared parenting and our commitment to creating an inclusive workplace. Beyond leave, we support employees through access to mental wellness programs, professional counseling, and structured return-to-work programs that ease the transition back to their roles with confidence. To further assist working parents, we offer creche facilities or tie ups with day care facilities at our offices, ensuring peace of mind and a better work-life balance.

In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended (PIT Regulations), the Company has adopted the revised Code of Conduct to Regulate, Monitor and Report Trading by Inside rs” (“the Code”).

The Code is applicable to all Directors, Designated persons and connected persons and their immediate relatives, who have access to unpublished price sensitive information relating to the Company. The Company has also formulated a code of practices and procedures for Fair disclosure of Unpublished Price Sensitive Information (UPSI) incompliance with the PIT Regulations.

The aforesaid Codes are posted on the Company's website at: https://www.kapilraifinanceltd.com/policies.html.

In the opinion of Board of Directors of the Company, Independent Directors on the Board of Company hold highest standards of integrity and are highly qualified, recognized and respected individuals in their respective fields. It's an optimum mix of expertise (including financial expertise), leadership and professionalism.

As required under Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, the Managing Director and CFO of the Company have certified the accuracy of the Financial Statements and adequacy of Internal Control Systems for financial reporting for the year ended 31st March, 2026. The Certificate is annexed in Annexure-III.

The Code of conduct of the Company aims at ensuring consistent standards of conduct and ethical business practices across the Company. This Code is reviewed on an annual basis and the latest Code is available on the website of the Company at https://www.kapilraifinanceltd.com/policies.html

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, a confirmation from the Managing Director regarding compliance with the code by all the Directors and senior management of the Company is annexed in Annexure-IV.

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

The Company remains committed to energy conservation and the adoption of sustainable business practices.

During the financial year under review, the Company did not undertake any specific initiatives for utilizing alternate sources of energy. However, the Company remains committed to exploring and adopting suitable alternate and renewable sources of energy, wherever feasible and commercially viable.

During the financial year under review, the Company has not made any capital investment in energy conservation equipment.

During the financial year under review, the Company did not undertake any significant initiatives towards technology absorption, adaptation or innovation. The Company continues to evaluate and adopt appropriate technologies, wherever required, to improve operational efficiency and productivity.

During the financial year under review, no significant benefits were derived in terms of product improvement, cost reduction, product development or import substitution through technology absorption.

a) Details of technology imported: Not Applicable.

b) Year of import: Not Applicable

c) Whether the technology has been fully absorbed: Not Applicable

d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not

Applicable.

During the financial year under review, the Company has not incurred any expenditure towards Research & Development activities.

During the financial year under review, pursuant to Section 143(12) of the Act, M/s. GAMS & Associates LLP, Chartered Accountants, Statutory Auditors and M/s. Ankit Singhal and Associates, Company Secretaries, Secretarial Auditors have not reported any instance of fraud committed in the Company by its officers or employees to the audit committee.

During the financial year under review, requirement for maintenance of cost records as specified by Central Government under Section 148 of the Act is not applicable on the Company. Consequently, the appointment of a cost auditor is not required.

The annual return of the Company as on the financial year ended on March 31,2026 in terms of Section 92 and Section 134 of the Act is available on the website of the Company at https://www.kapilraifinanceltd.com/annualreturn.html.

No material changes and commitments affecting the financial position of the Company have occurred between the end of March 31, 2026, to which the financial statements relate and the date of the report except for the following:

No significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

In terms of the provisions of Regulation 34 of the SEBI Listing Regulations, Management Discussion and Analysis Report is set out as a separate section under this Annual Report as Annexure-V.

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the top 1,000 listed companies based on market capitalization (as on March 31 of the preceding financial year) are required to submit a Business Responsibility and Sustainability Report (BRSR) in the format prescribed by SEBI.

However, the Company does not fall within the top 1,000 listed entities based on market capitalization as per the list published by BSE as on March 31,2026, and accordingly, the requirement to submit the BRSR for the financial year 2025-2026 is not applicable to the Company.

The Company has complied with all applicable corporate governance requirements as prescribed under the Act and SEBI Listing Regulations. Report on corporate governance is set out as a separate section under this Annual Report as Annexure-VI.

During the financial year under review, the Company has not entered into any materially significant related party transaction. Related party transactions entered into were approved by the audit committee and the Board, from time to time and are disclosed in the notes to accounts of the financial statements forming part of this Annual Report.

All transactions with related parties are in accordance with the RPT Policy. Further, during the financial year under review, in terms of Section 188 of the Act, all transactions entered into by the Company with its related parties were on arm's length basis and ordinary course of business. Hence, disclosure under the prescribed form AOC-2 in terms of Section 134 of the Act is not required.

The policy on the materiality of related party transactions and dealings with related party transactions is available at https://www.kapilraifinanceltd.com/policies.html

The Company has not accepted any deposits from the public and no amount on account of principal or interest on deposits from the public was outstanding as on March 31,2026.

Accordingly, disclosures related to deposits as required to be made under the Act are not applicable to the Company.

The Company has not given any loans and advances or guarantees or security neither made any investments as per the provisions of Section 186 of the Act

There was no application made or any proceeding pending under the Insolvency & Bankruptcy Code, 2016 against/ by the Company during the period under review.

During the financial year under review, the Company has complied with the applicable provisions of the Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs (“MCA”).

However, due to the non-availability of the requisite number of Directors, the Company was unable to convene one Board Meeting and the requisite Committee Meetings during the quarter ended March 2026. Further, the separate meeting of the Independent Directors, as required under Schedule IV of the Companies Act, 2013, was also not convened during the financial year.

Consequently, the interval between two consecutive Board Meetings and certain Committee Meetings exceeded the prescribed limit of 120 days, resulting in non-compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The non-convening of the Independent Directors' Meeting also resulted in non -compliance with the applicable provisions of the Companies Act, 2013.

The management has taken note of the aforesaid non-compliances and shall ensure strict adherence to the applicable statutory requirements going forward.

During the financial year under review, there were no revisions in the financial statements and Board Report of the Company.

During the financial year under review, disclosure w.r.t. 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.

In accordance with the provisions of Section 134 of the Act, Directors to the best of their knowledge and belief confirm and state that:

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

b. 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 as at the end of the financial year March 31,2026 and of the profit or loss of the Company for that period;

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The directors have prepared the annual accounts on a going concern basis;

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

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

The Annual Report including those which relate to the Directors' Report, Management Discussion and Analysis Report may contain certain statements on the Company's intent expectations or forecasts that appear to be forward - looking within the meaning of applicable securities law and regulations while actual outcomes may differ materially from what is expressed herein.

The Company bears no obligations to update any such forward looking statement. Some of the factors that could affect the Company's performance could be the demand and supply of Company's product and services, Changes in Government regulations, tax laws, forex volatility etc.

The Board would also like to thank all stakeholders including but not limited to shareholders, customers, delivery partners, restaurant partners and all other business associates for their continuous support to the Company and their confidence in its management. We look forward to their continuous support in the future.