Your Directors have pleasure in presenting their 29th Annual Report on the business and operations of the Company
and the Audited Financial Statements for the Financial Year ended 31st March, 2025.

1. FINANCIAL PERFORMANCE OF THE COMPANY

The brief summary of the financial performance of the Company for the year under review along with the
comparative figures for the previous year is summarized herein below

a) Consolidated operations

Revenue from the consolidated operations of the Company for the year ended 31st March, 2025, was Rs
11335.94 Lacs. It is 15 per cent lower than the previous year’s revenue of Rs. 13336.31 Lacs. Overall
consolidated operational expenses for the year was Rs. 6029.43 Lacs. It is 25.63 per cent higher than
previous year’s expenses of Rs. 4799.45 Lacs. The consolidated Net Profit for the year 2024-25 was Rs
5910.97 Lacs. It is 70.72 per cent lower than previous year’s Net Profit of Rs. 20185.88 Lacs.

b) Standalone operations

Revenue from the standalone operations of the Company for the year was Rs. 7320.86 Lacs. It is 26.41
percent lower than the previous year’s revenue of Rs. 9948.66 Lacs. Overall operational expenses for the
year was Rs. 3055.04 Lacs. It is 34.48 per cent higher than previous year’s expenses of Rs. 2271.75 lacs.
Profit after tax for the year 2024-25 stood at Rs. 3551.95 Lacs. It is 42.64 per cent lower than previous year’s
profit of Rs. 6191.90 Lacs.

The Capital to Risk Assets Ratio (CRAR) of your Company stood at 59.87 per cent as on March 31,2025,
well above the regulatory minimum level of 15 per cent prescribed by the Reserve Bank of India for Middle
Layer (Non-Deposit Taking NBFCs (NBFCs- ND-ML). Of this, the Tier I CRAR was 59.74 per cent and Tier
II CRAR was 0.12 per cent.

c) Basis of preparations of financial statements-

These standalone financial statements have been prepared in accordance with Indian Accounting Standards
notified under section 133 of the Companies Act 2013, read together with the Companies (Indian Accounting
Standards) Rules, 2015 as amended from time to time (‘Ind AS’) along with other relevant provisions of the
Act; the Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based
Regulation) Directions, 2023 (‘the NBFC Master Directions’) issued by RBI (as amended).

The Guidance Note on Division III - Schedule III to the Companies Act. 2013 issued by the Institute of Chartered
Accountants of India (“ICAI”) has been followed insofar as they are not inconsistent with any of these Directions.

These standalone financial statements have been prepared and presented under the historical cost convention,
on the accrual basis of accounting except for certain financial assets and financial liabilities that are measured at
fair values at the end of each reporting period, as stated in the accounting policies set out below. The accounting
policies have been applied consistently over all the periods presented in these standalone financial statements.

2. BRIEF DESCRIPTION OF THE COMPANY’S AFFAIRS

The Company is a Non Deposit taking - Non-Banking Financial Company categorized as Middle Layer Company
(NBFC - ND-ML) as per Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale
Based Regulation) Directions, 2023. The Company is engaged in the business of investments, trading and dealing
in shares and securities, mutual funds, loan & financing and carrying on business in accordance with the regulatory
framework mandated by the laws of land, including Reserve Bank of India. The Company has been following a
disciplined approach to investing for the long term and creating value for its shareholders/other stakeholders. The
business strategy and performance of the Company is largely dependent on the economic and financial environment,
state of Capital Markets and policies of the Government of India and Reserve Bank of India in this regard.

3. DIVIDEND

The Board of Directors of the Company recommend a Dividend of Re1.00 per equity share aggregating to Rs.
272.84 Lacs (approx.) to the Equity shareholders of the Company for the Financial Year 2024-25.

Pursuant to the Finance Act, 2020 read with the Income-tax Act, 1961, the dividend paid or distributed by a
company shall be taxable in the hands of the shareholders w.e.f. April 1,2020. Accordingly, in compliance with
the said provisions, the Company shall make the payment of dividend after necessary deduction of tax at source
at the prescribed rates. For the prescribed rates for various categories, the shareholders are requested to refer
to the Finance Act, 2020 and amendments thereof.

4. RESERVES

The Board in its meeting held on 26th May, 2025, proposed to carry an amount of Rs 710.39 Lacs to Statutory
Reserve as per the existing provisions of the Companies Act, 2013 and Rules thereunder read with Regulation
45-IC of the Reserve Bank of India Act, 1934 and other applicable Reserve Bank of India Guidelines.

5. SHARE CAPITAL

During the year under review, the Authorized Share Capital of the Company stands at Rs. 51,00,00,000/- (Rupees
Fifty One Crores Only) divided into 5,10,00,000 (Five Crores Ten Lacs) Equity Shares of Rs. 10/- each and
Issued, Subscribed and Paid-up Share Capital of the Company stands at Rs. 27,28,42,110/- (Rupees Twenty
Seven Crores Twenty Eight Lacs Forty Two Thousand One Hundred Ten Only) divided into 2,72,84,211 (Two
Crores Seventy Two Lacs Eighty Four Thousand Two Hundred Eleven) Equity Shares of Rs. 10/-each.

During the year under review, your Company has neither issued and allotted any fresh equity shares nor has
granted sweat equity for the year ended 31 st March, 2025. Further, the Company has not issued any convertible
instrument and therefore, none of the Directors of the Company hold any convertible instruments in the Company.

6. KIRAN VYAPAR LIMITED- SHARE INCENTIVE PLAN 2018 [“KVL SIP 2018”]

Members of the Company at their Extra-ordinary General Meeting (EGM) held on 30th March, 2018, have approved
the Kiran Vyapar Limited -Share Incentive Plan 2018 [“KVL SIP 2018”] in compliance of the Securities and
Exchange Board of India (Share Based and Employee Benefits) Regulations, 2014.

Under the KVL SIP 2018, two types of stock incentives will be awarded to the employees of the Company (and/
or of its subsidiary/holding company) as selected by the Nomination and Remuneration Committee of the Company
(“NRC”) (“Eligible Employees”) being:

(a) An employee stock option scheme (“ESOS”) wherein an option will entitle an Eligible Employee to subscribe
to the Equity Shares at a predetermined price (“Exercise Price”) upon fulfilment of vesting conditions; and

(b) An employee share purchase scheme (“ESPS”) wherein an Eligible Employee to whom an offer is made
may subscribe to the Equity Shares at a predetermined price (“Subscription Price”). The Equity Shares
issued under ESPS will be subject to lock-in.

Further, the maximum number of Equity Shares that may be issued in aggregate either by way of grant of options
under ESOS or by way of an offer to subscribe to the Equity Shares under the KVL SIP 2018 shall be within an overall
limit of 10% of the total issued, subscribed and paid-up equity share capital of KVL (which is 25,92,000 (Twenty-five
lac ninety-two thousand) Equity Shares) as on the date of the notice of the EGM (“Overall Limit”). Any award of stock
incentive under KVL SIP 2018 which may be either by way of grant of options under ESOS or offer to subscribe to the
Equity Shares to the Eligible Employees which shall be determined by the NRC as per the terms of the KVL SIP 2018

(i) on a case to case basis in accordance with the terms of KVL SIP 2018; and (ii) shall be within the Overall Limit.

The Nomination and Remuneration Committee of the Company at their meeting held on 28th March, 2019 has
considered and approved to make an offer to identified employee(s), subscribe to 13,64,211 (Thirteen Lacs Sixty
Four Thousand Two Hundred Eleven) Equity Shares bearing face value of Rs. 10 each under the Employee
Share Purchase Scheme of KVL SIP 2018; pursuant to tranche-I implementation of KVL SIP 2018.

Further, the Board of Directors of the Company at their meeting held on 29th March, 2019 has considered and
approved allotment of 13,64,211 (Thirteen Lacs Sixty Four Thousand Two Hundred Eleven) Equity Shares
bearing face value of Rs.10 each to employee(s) who have accepted the offer to subscribe to the Equity Shares
made under the Employee Share Purchase Scheme of KVL SIP 2018; pursuant to tranche-I implementation of
KVL SIP 2018 by the Company.

During the Year under review, no allotment were made under the Employee Share Purchase Scheme of KVL SIP
2018, therefore no disclosures are required to be made with respect to Employee Share Purchase Scheme (ESPS)
of Kiran Vyapar Limited - Share Incentive Plan 2018 of the Company (“KVL SIP 2018”) pursuant to Regulations
Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 in this Report.

The Company has not implemented Employee Stock Option Scheme (ESOS) under Kiran Vyapar Limited - Share
Incentive Plan 2018 till date and therefore there are no disclosures are required to be made pursuant to Securities and
Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 in relation to ESOS in this Report.

7. DEPOSITS

The Company is a Non-Deposit Taking Middle Layer NBFC (NBFC - ND-ML) registered with the Reserve Bank
of India. During the year under review, your Company has not accepted any deposits from the public within the
meaning under the provisions of the Master Direction - Non-Banking Financial Companies Acceptance of Public
Deposits (Reserve Bank) Directions, 2016 and Chapter V of the Companies Act, 2013

8. CHANGE IN THE NATURE OF BUSINESS

During the year under review, there were no changes in the nature of the business of the Company.

9. MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting the financial position of the Company which have
occurred between the end of the financial year 31st March, 2025 and at the date of this report.

10. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS

During the year under review, no significant and material orders were passed by the regulators or courts or
tribunals impacting the going concern status and company’s operations in future.

11. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act and Rule 12 of the Company (Management &
Administration) Rules, 2014 including any amendment thereto, the Annual Return as on 31st March, 2025 is
available on the website of the Company at the link https://lnbgroup.com/kiran/investors.php

The final Annual Return shall be uploaded at the same weblink after the same is filed with the Registrar of
Companies/ Ministry of Corporate Affairs (MCA).

12. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EARNING/OUTGO

As the Company is a Non-Banking Financial Company and does not own any manufacturing unit, there are no
particulars with regard to disclosure under Section 134(3)(m) of the Companies Act, 2013 with regard to
conservation of energy, technology absorption etc.

During the year under review, there is no foreign exchange earnings and outgo made by the Company.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Details of Directors retiring by rotation

In accordance with the provisions of the Companies Act, 2013, Mr. Amit Mehta (DIN:01197047) retires by
rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

Brief profile of Mr. Amit Mehta, who is to be re-appointed is furnished in the Notice of the ensuing Annual
General Meeting as per Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Secretarial Standard-2. The Board of Directors of your Company recommends the
re-appointment of Mr. Amit Mehta at the ensuing Annual General Meeting.

b) Appointment/ Re-appointment of Directors

(i) Mrs. Alka Devi Bangur (DIN : 00012894)

During the year under review the Board of Directors has appointed Mrs. Alka Devi Bangur (DIN :
00012894) as an Additional Director (Category-Promoter, Non-Executive) of the Company, liable to
retire by rotation, w.e.f. 31 st March, 2025 subject to approval of the shareholders of the Company within
three months from the date of appointment .

(ii) Mr. Kashi Prasad Khandelwal (DIN: 00748523)

During the year under review the Board of Directors has appointed Mr. Kashi Prasad Khandelwal (DIN:
00748523) as an Independent Director (Category- Independent, Non-Executive) of the Company w.e.f.
8th September 2024 and the same was approved with the requisite majority by the shareholders on 2nd
December 2024 by way of Postal Ballot being the last date fixed for e-voting by the Company.

(iii) Mr. Chanchalmal Bachhawat (DIN : 02302769)

During the year under review the Board of Directors has appointed Mr. Chanchalmal Bachhawat (DIN :
02302769 as an Independent Director (Category- Independent, Non-Executive) of the Company w.e.f.
8th September 2024 and the same was approved with the requisite majority by the shareholders on 2nd
December 2024 by way of Postal Ballot being the last date fixed for e-voting by the Company.

(iv) Mr. Palepu Jagannadha Venkateswara Sarma (DIN: 00119839)

During the year under review the Board of Directors has appointed Mr. Palepu Jagannadha Venkateswara
Sarma (DIN: 00119839) as an Independent Director (Category- Independent, Non-Executive) of the Company
w.e.f. 8th September 2024 and the same was approved with the requisite majority by the shareholders on
2nd December 2024 by way of Postal Ballot being the last date fixed for e-voting by the Company.

c) Cessation/Resignation of Directors

(i) Mr. Amitav Kothari (DIN: 01097705)

During the year under review, Mr. Amitav Kothari (DIN: 01097705) ceased to be Independent Director
of the Company due to completion of second and final term w.e.f. 9th September 2024.

(ii) Mr. Bhaskar Banerjee (DIN: 00013612)

During the year under review, Mr. Bhaskar Banerjee (DIN: 00013612) ceased to be Independent Director
of the Company due to completion of second and final term w.e.f. 9th September 2024.

(iii) Mr. Rajiv Kapasi (DIN: 02208714)

During the year under review, Mr. Rajiv Kapasi (DIN: 02208714)) ceased to be Independent Director of
the Company due to completion of second and final term w.e.f, 9th September 2024.

(iv) Mr. Shreeyash Bangur (DIN: 00012825)

During the year under review, Mr. Shreeyash Bangur (DIN: 00012825) has resigned from the Board
w.e.f closing business hours of 31st March 2025.

(v) Ms. Sheetal Bangur (DIN: 00003541)

During the year under review, Ms. Sheetal Bangur (DIN: 00003541) has resigned from the Board w.e.f
closing business hours of 31st March 2025.

Apart from aforesaid appointment/re-appointment/cessation/resignation, there is no other change in the
composition of the Board of Directors of the Company.

d) Appointment/Resignation of Key Managerial Personnel

During the year under review, Mr. Laxmi Narayan Mandhana, Chief Financial Officer of the Company has
resigned with effect from February 05, 2025.

During the year under review, Mr. Ajay Sonthalia, has been appointed as the Chief Financial Officer of the
Company with effect from February 14, 2025.

e) Fit and Proper Policy

The Company being a Non-Deposit Taking Middle Layer NBFC (NBFC - MD-ML) as per Master Direction -
Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023 has
put in place a policy with the approval of the Board of Directors for ascertaining the fit and proper criteria of
the directors at the time of appointment, and on a continuing basis. The Company had duly obtained a
declaration and undertaking and a Deed of Covenant from the directors.

14. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration from the Independent Director(s) of the Company declaring that they
meet the criteria of independence both, as under sub-section (6) of Section 149 of the Companies Act, 2013 and
under Regulation 16 and 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Based on the declarations, disclosures received from the Independent Directors and on evaluation of the
relationships disclosed, the following Non-executive Directors are Independent Directors in terms of the Regulation
16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149(6) of the
Companies Act, 2013:

i. Mr. Kashi Prasad Khandelwal

ii. Mr. Chanchalmal Bachhawat

iii. Mr. Palepu Jagannadha Venkateswara Sarma

iv. Mr. Bhavik Harshad Narsana

During the financial year 2024-25, all Independent Directors of the Company were registered with the Independent
Directors Databank.

In the opinion of the Board, all the Independent Directors fulfill the conditions specified in the Act and the LODR
Regulations with regard to integrity, expertise, and experience (including the proficiency) of the Independent
Directors and are independent of the management.

15. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Guidance Notes issued by SEBI in this regard, the Nomination and Remuneration
Committee has formulated criteria for evaluation of the performance of the Board of Directors, its committees,
Independent Directors, Non-Independent Directors, Chairman, CEO and the Managing Directors. Based on
those criteria, performance evaluation has been done.

A structured questionnaire was prepared and circulated after taking into consideration inputs received from the
Directors, covering various aspects of the Board’s functioning such as adequacy of the composition of the Board
and its Committees, Board culture, execution and performance of specific duties, obligations, ethics and
compliances, financial reporting process and monitoring activities.

Performance parameters for the Board as a collective body included parameters like qualification and diversity of
Board members, method and criteria for selection of independent directors to ensure independence, availability,
appropriateness, clarity of understanding on risk scenarios faced by the Company, existence, sufficiency and
appropriateness of policy on dealing with potential conflicts of interest, involvement of Board members in long -term
strategic planning etc. Based on these criteria, the performance of the Board, various Board Committees, Chairman,
CEO, Managing Director and Individual Directors (including Independent Directors) was found to be satisfactory.

Independent Directors have reviewed the performance of Board, Non- Independent Director and Chairman in their
separately held meeting without the participation of other Non-Independent Directors and members of management.
Based on their review, the Independent Directors, hold a unanimous opinion that the Non-Independent Directors,
including the Chairman to the Board are experts with sufficient knowledge in their respective field of activities.

16. FAMILIARIZATION PROGRAMME

The Company is required to conduct the Familiarization Programme for Independent Directors (IDs) in terms of
Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to familiarize
them about the Company, their roles, rights, responsibilities in the Company, the nature of the industry in which
the Company operates, the Company’s business model, strategic priorities, and operational structure, and any
other relevant matters as well as various updates and notifications under Companies Act, 2013, Listing Regulations,
2015, Reserve Bank of India Guidelines and other statutes applicable to the Company.

The details of the Familiarization Programme has been given in the Corporate Governance Report annexed to
this Report and also posted on the website of the Company at its web-link https://lnbgroup.com/kiran/investors.php

17. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board meets at regular intervals to discuss and decide on Company’s business policy and strategy apart from
other broad business. However, in case of a special and urgent business need, the Board’s approval is taken by
passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board Meeting.

The notice of Board Meeting is given well in advance to all the Directors. The Agenda of the Board / Committee
Meetings is circulated at least 7 (Seven) days prior to the date of the meeting as per Secretarial Standard on
meeting of the Board of Directors (SS-1). The Agenda for the Board and Committee Meetings includes detailed
notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

The Board met 9 (Nine) times during the financial year 2024-25. The detailed information chart showing the date
of the meeting of the Board and its various Committees as well as details of the Directors who attended the
meeting is given in the Corporate Governance Report forming part of the Annual Report.

18. COMMITTEES OF THE BOARD

During the financial year ended March 31,2025 the Company has eleven committees as mentioned below:

a. Audit Committee

b. Stakeholders Relationship Committee

c. Nomination and Remuneration Committee

d. Corporate Social Responsibility Committee

e. Risk Management Committee

f. Loan and Investment Committee

g. Asset Liability Management Committee

h. Grievance Redressal Committee

i. IT Strategy Committee

j. IT Steering Committee

k. Information Security Committee

Details of the Committees along with their charters, composition and meetings held during the year, are provided
in the Corporate Governance Report, forming a part of this Annual Report.

19. LISTING

The Company’s Equity shares are continued to be listed on BSE Limited (Bombay Stock Exchange). The Company
has paid the Annual Listing Fees to the Stock Exchange for FY 2025-26.

20. AUDIT COMMITTEE

The Composition, terms of reference and other details of the Committee forms part of the Corporate Governance Report
as annexed hereto. All the recommendations made by the Audit Committee during the year were accepted by the Board.

21. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Composition, terms of reference and other details of the Committee forms part of the Corporate Governance
Report, forming part of this Annual Report.

22. NOMINATION AND REMUNERATION COMMITTEE

The Composition, terms of reference and other details of the Committee forms part of the Corporate Governance
Report, forming part of this Annual Report. The Nomination and Remuneration Policy is annexed hereto and
forms part of this report as “Annexure A” and also posted on the website of the Company at its weblink https:/
/lnbgroup.com/kiran/policies.php

23. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section
135 of the Companies Act, 2013. The Annual Report on CSR activities including the details about the development
of CSR Policy and initiatives taken by the Company on Corporate Social Responsibility during the year, as
required by the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in the Annexure ‘B’
to this Report. The Corporate Social Responsibility Policy has been posted on the website of the Company at its
weblink https://lnbgroup.com/kiran/policies.php

The Company, along with other Group Companies, has set up a Registered Public Charitable Trust named as
LNB Group Foundation to carry out CSR activities falling within the purview of Schedule VII of the Act read with
the Companies (Corporate Social Responsibility Policy) Rules 2014.

24. DETAILS OF SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES

a. Subsidiary Companies

with Maharaja Shree Umaid Mills Limited (‘Transferee Company’). A Certified Copy of the Order of NCLT under
Section 230 to 232 and other applicable provisions of the Companies Act, 2013 sanctioning the above Scheme
was issued on 2nd December, 2024, which was filed by the respective T ransferor Companies on 10th December,
2024 with the Registrar of Companies, West Bengal (“ROC”). Consequent to the said Scheme becoming effective,
the above named subsidiaries and step down subsidiaries cease to exist with effect from the appointed date of
the scheme, being 1st April, 2023 and the Company was allotted equity shares in the Transferee Company
namely, Maharaja Shree Umaid Mills Limited (“MSUML”) in lieu of its investment in the above entities.

**The Company has acquired 100% equity shareholding in Pepul Tree Capital Pte. Ltd. (“PTCPL), a Company
incorporated in Singapore.

Policy for determining ‘Material’ Subsidiaries

The Company has adopted a Policy on Material Subsidiaries as approved by the Board. It has been posted
on the website of the Company at. https://www.lnbgroup.com/kiran/policies.php. More details are given in
the Corporate Governance Report annexed hereto.

b. Associate Companies

* During the year under review, The Kishore Trading Company Limited ceased to be associate of the Company
pursuant to the aforesaid Order of the Hon’ble National Company Law Tribunal, Kolkata Bench (“NCLT”)
dated 23rd October 2024 approving the Scheme of Amalgamation between Maharaja Shree Umaid Mills
Limited, a group Company and other 33 group companies and their respective shareholders and creditors.

The statement in Form AOC-1 containing the salient features of the aforesaid subsidiaries and associates
has been separately annexed hereto, in terms of the first proviso to the Section 129(3) of the Companies
Act, 2013, including any subsequent amendment thereto (the ‘Act’) read with Rule 5 of the Companies
(Accounts) Rules, 2014. Further, the contribution of these subsidiaries to the overall performance of the
Company is provided under the Notes to the Consolidated Financial Statements.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013 and Regulation 46 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 the Annual Report of the Company,
along with its Standalone and the Consolidated Financial Statements and financial statement of each of the
subsidiaries of the Company have been posted on the website of the Company, www.lnbgroup.com/kiran.

Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary companies
may write to the Company Secretary at the Company’s registered office. The same is also available on the
website of the Company www.lnbgroup.com/kiran.

c. Joint Venture

During the year under review, the Company had no joint ventures.

25. CONSOLIDATED FINANCIAL STATEMENTS

These consolidated financial statements have been prepared in accordance with Indian Accounting Standards
(Ind AS) notified under section 133 of the Companies Act 2013(“The Act”), read together with the Companies-
(Indian Accounting Standards) Rules, 2015 as amended and other relevant provisions of the Act; the Master
Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions,
2023; issued by RBI vide circular number RBI/2019-20/170 DOR (NBFC) CC.PD No. 109/22.10.106/2019-20
dated 13 March 2020 (RBI notification for Implementation of Ind As) and applicable RBI circulars/notifications.

The Guidance Note on Division III - Schedule III issued by the Institute of Chartered Accountants of India (“”ICAI””)
has been followed insofar as they are not inconsistent with any of these Directions”

These consolidated financial statements have been prepared and presented under the historical cost convention,
on the accrual basis of accounting except for certain financial assets and financial liabilities that are measured at
fair values at the end of each reporting period, as stated in the accounting policies. The accounting policies have
been applied consistently over all the periods presented in these consolidated financial statements.

26. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Board of Directors of the Company has established a Vigil Mechanism for Internal and External Stakeholders,
including individual employees, directors and their representative bodies and adopted the Whistle Blower Policy
in terms of Section 177(9) and (10) of the Companies Act, 2013, read with the Companies (Meetings of the Board
and its Powers) Rules, 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 to report concerns about unethical behavior, wrongful conduct and violation of Company’s
Code of conduct or ethics policy. The details thereof have been given in the Corporate Governance Report
annexed to this Report and also posted on the website of the Company at its web link https://www.lnbgroup.com/
kiran/policies.php.

27. RISK MANAGEMENT

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks that may impact
key business objectives of the Company, including elements of risk which in the opinion of the Board may
threaten the existence of the company.

The Company has adopted the Risk Management Policy in order to ensure that all the current and future material
risk exposures of the Company are identified, assessed, quantified, appropriately mitigated and managed, to
establish a framework for the company’s risk management process and to ensure its wide implementation, to
ensure systematic and uniform assessment of risks related with giving loans and making investment, to enable
compliance with appropriate regulations, wherever applicable, through the adoption of best practices and to
assure business growth with financial stability.

The Risk Management Policy of the Company has been posted on the website of the Company at its web link
https://lnbgroup.com/kiran/policies.php

Major risks identified by the businesses and functions are systematically addressed through mitigating actions
on a continuing basis. These are discussed by the Risk management Committee and the same is even referred
to the Audit Committee and the Board of Directors of the Company, if required.

The composition and other details of the Risk Management Committee forms part of the Corporate Governance
Report as annexed hereto.

28. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE DURING THE FINANCIAL YEAR

The loan given, guarantee given and investment made by the Company during the financial year ended March
31, 2025 are within the limits prescribed under Section 186 of the Act. Particulars of the Loans/guarantee/
advances and Investments outstanding during the financial year are fully disclosed in the Note no. 33 to the
annual accounts which are attached with this report.

29. RELATED PARTY TRANSACTIONS

There were no materially significant related party transactions entered into by the Company which may have
potential conflict with the interest of the Company. All contracts or arrangements or transactions entered by the
Company during the financial year with related parties were in the ordinary course of business and on arm’s
length basis and were approved by the Audit Committee of the Board.

Further, suitable disclosure as required by the Accounting Standards has been made in the Notes to the Financial
Statements.

During the year under review, the Company has not entered into contracts or arrangements or transactions with
related parties which comes under the purview of Section 188 of the Companies Act, 2013. Accordingly, no
transactions are reported in Form no. AOC - 2 in terms of Section 134 of the Companies Act, 2013 read with
Rule 8 of the Companies (Accounts) Rules, 2014.

The Policy on Related Party Transactions as approved by the Board has been posted on the website of the
Company at its web link https://lnbgroup.com/kiran/policies.php

Further, as required by Schedule V of SEBI (LODR) Regulations, 2015, disclosure of transactions with any
person or entity belonging to the promoter/promoter group which hold(s) 10% or more shareholding in the Company
in the format prescribed in the relevant Accounting Standards, has been made in the relevant Note No. 33 to the
Financial Statements.

30. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the details are annexed as “Annexure
C” to the Annual Report.

Further, in accordance with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, there are no employees in the Company drawing remuneration in excess of the limits
set out in the said rules.

31. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company
has appointed M/s Vinod Kothari & Co, Practicing Company Secretaries, to conduct the Secretarial Audit for the
financial year 2024-2025. The Secretarial Audit Report for the Financial Year 2024-2025 is annexed hereto and
forms part of this report as “Annexure D” which is self-explanatory. The said Report does not contain any
qualification, reservation or adverse remark.

Pursuant to Regulation 24A of Listing Regulations the Secretarial Audit Reports of Material Subsidiaries of the
Company forms part of the Annual Report and also placed at the website of the Company at https://lnbgroup.com/
kiran/investors.php.

32. STATUTORY AUDITORS

In compliance with Section 139 of the Companies Act, 2013 read with Rules made thereunder, M/s V. Singhi &
Associates, Chartered Accountants, (Firm Regn. No. 311017E) were appointed as the Statutory Auditors of the
Company for 3 (three) years from the conclusion of 28th Annual General Meeting till the conclusion of 31st
Annual General Meeting of the Company to be held in calendar year 2027.

M/s B. Chhawchharia & Co had completed their tenure on the conclusion of 28th Annual General Meeting.

33. INTERNAL AUDITORS

Pursuant to provision of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules 2014
M/s. Lakhotia & Co., Chartered Accountant, Kolkata had conducted Internal Audit of the Company for the financial
year 2024-25. Further, the Audit Committee considers and reviews the Internal Audit Report submitted by the
Internal Auditor on a quarterly basis.

34. AUDITORS’ REPORT

The notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any
further comments. The Auditor’s Report does not contain any qualification, reservation or adverse remark.

35. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management’s Discussion and Analysis Report for the year under review, as stipulated under Regulation
34(2)(e) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
and Master Direction - Reserve Bank of India (Non-Banking Financial Company -Scale Based Regulation)
Directions, 2023 forms part of the Annual Report.

36. CORPORATE GOVERNANCE

The Company is committed to maintaining the premier standards of Corporate Governance and adhering to the
Corporate Governance requirements as set out by Securities and Exchange Board of India and Reserve Bank of
India. The Report on Corporate Governance as stipulated under Regulation 34(3) read with Schedule V of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and Master Direction - Reserve Bank of India
(Non-Banking Financial Company - Scale Based Regulation) Directions, 2023 forms part of the Annual Report.

The Certificate from M/s Vinod Kothari & Company, Practicing Company Secretaries confirming compliance
with the Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 of Corporate Governance also forms part of this Annual Report.

Further, declaration by Mr. Lakshmi Niwas Bangur, Chairman stating that the members of the Board of Directors
and Senior Management Personnel have affirmed compliance with the Code of Conduct of the Board of Directors
and Senior Management are annexed with this Report.

37. CODE FOR PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for prevention of Insider Trading and Code of Practices and
Procedure for fair disclosure of Unpublished Price Sensitive Information (UPSI) as prescribed in SEBI (Prohibition
of Insider Trading) Regulations, 2015.

The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information is available
on the website of the Company viz., https://lnbgroup.com/kiran/policies.php

38. MANAGING DIRECTOR & CFO CERTIFICATION

Certificate from Mr. Lakshmi Niwas Bangur, Chairman and Mr. Ajay Sonthalia, Chief Financial Officer, pursuant
to Regulation 17(8) read with Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 for the year under review forms part of this Annual Report.

39. ANNUAL SECRETARIAL AUDIT UNDER LISTING REGULATIONS

Pursuant to Regulation 24A of the Listing Regulations read with the relevant circulars issued by SEBI and/ or
stock exchanges, an Annual Secretarial Compliance Report confirming compliance of all applicable SEBI
Regulations, Circulars and Guidelines by the Company was issued by appointed secretarial auditor M/s Vinod
Kothari & Company, Practicing Company Secretaries and was filed with the Stock Exchanges.

Pursuant to Regulation 24A of Listing Regulations, the Secretarial Audit Report of Material Subsidiaries of the
Company forms part of this Report as Annexure - E & Annexure-F and are also uploaded on the website of the
Company i.e. https://lnbgroup.com/kiran/investors.php

40. DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of the provisions on the Directors’ Responsibility Statement referred in Section 134(3)(c) and 134 (5) of
the Companies Act, 2013, your Directors confirm that -

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with
proper explanation relating to material departures ; if any.

(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 of the Company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the company and for preventing
and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, had laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and were operating effectively :

(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.

Based on the above, your Board is of the view that adequate internal financial controls exist in the Company.
Further, the certificate from Chief Executive Officer and Chief Financial Officer, in terms of Regulation 17(8) of
the SEBI (Listing Obligations & Disclosure Requirements), Regulations 2015, provided in this Annual Report,
also certifies the adequacy of our Internal Control systems and procedures.

41. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Directors had laid down internal financial controls procedures to be followed by the Company which ensure
compliance with various policies, practices and statutes in keeping with the organization’s pace of growth and
increasing complexity of operations for orderly and efficient conduct of its business. The Audit Committee of the
Board, from time to time, evaluated the internal financial control of the Company with regard to-

a. Systems have been laid to ensure that all transactions are executed in accordance with management’s
general and specific authorization. There are well laid manuals for such general or specific authorization.

b. Systems and procedures exist to ensure that all transactions are recorded as is necessary to permit
preparation of financial statements in conformity with generally accepted accounting principles or any other

criteria applicable to such statements, and to maintain accountability for aspects and the timely preparation
of reliable financial information.

c. Access to assets is permitted only in accordance with management’s general and specific authorization. No
assets of the Company are allowed to be used for personal purposes, except in accordance with terms of
employment or except as specifically permitted.

d. The existing assets of the Company are verified/ checked at reasonable intervals and appropriate action is
taken with respect to any differences, if any.

e. Proper Systems are in place for prevention and detection of frauds and errors and for ensuring adherence to
the Company’s policies.

Based on the above, your Board is of the view that adequate internal financial controls exist in the Company.

42. SECRETARIAL STANDARD

The Company complies with all the applicable Secretarial Standards issued by the Institute of Company Secretaries
of India.

43. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place policy on Prevention of Sexual Harassment of Women at workplace in line with the
requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
An Internal Complaint Committee has been set up to redress complaints received. All employees (permanent,
contractual, temporary, trainees) are covered under this policy. The Committee has not received any complaint
from any employee during the financial year 2024-25.

44. FRAUD REPORTING

There have been no instances of frauds identified or reported by the auditors of the Company during the course
of audit pursuant to sub-section (12) of section 143 of the Companies Act, 2013 and the Rules framed thereunder
(amended from time to time) either to the Company or to Central Government during the year under review.

45. RBI GUIDELINES - COMPLIANCE

The Company continues to carry on its business of Non-Banking Financial Company as a Non-Deposit taking Middle
Layer NBFC and follows prudent financial management norms as applicable. The Company appends a Statement
containing particulars as required in terms of Master Direction - Reserve Bank of India (Non-Banking Financial
Company - Scale Based Regulation) Directions, 2023 for Middle Layer NBFCs as Schedule to the Balance Sheet.

The Company has been identified as NBFC-Middle Layer category under Scale Based Regulation (SBR), a Revised
Regulatory Framework for NBFCs as per the list issued by RBI Department of Supervision as on 31 st March 2025.

46. TRANSFER OF SHARES AND UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016 (‘the Rules’), all unpaid or unclaimed dividends are required to be
transferred by the Company to the IEPF established by the Government of India, after the completion of seven
years. Further according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders
for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority.
Accordingly, the Company has transferred the unclaimed and unpaid dividends of Rs. 195,842.50 /- for the financial
year 2016-17 to IEPF Authority during the financial year 2024-25. Further, during the financial year 2024-25, the
company had transferred 349 underlying shares on which dividends have remained unpaid or unclaimed for a
period of seven consecutive years to IEPF Demat Account as per the requirement of the IEPF rules.

The members who have a claim on above dividends and shares may claim the same by making an online
application to the IEPF Authority in the prescribed Form No. IEPF-5 by following the refund procedure as detailed
on the website of IEPF Authority http://www.iepf.gov.in/IEPF/refund.html. No claims shall lie against the Company
in respect of the dividend / shares so transferred.

List of Shareholders whose dividend remained unclaimed as on 31st March 2025 uploaded on the website of the
Company at https://www.lnbgroup.com/kiran/investors.php.

47. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE
END OF THE FINANCIAL YEAR.

During the year under review, no applications have been made and no proceeding is pending under Insolvency
and Bankruptcy Code, 2016.

48. 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.

During the year under review, there were no one-time settlement with the Banks or Financial Institutions ,therefore
there is no instance of difference between the amount of valuation done at the time of one time settlement and
the valuation done while taking loan.

49. MAINTENANCE OF COST RECORDS

The provisions of Section 148 of the Companies Act, 2013, with respect to maintenance of Cost records are not
applicable on the Company.

50. ACKNOWLEDGEMENTS

Your Directors would like to record their appreciation of the hard work and commitment of the Company employees
and are grateful for the co-operation and support extended to the Company by the Bankers, Statutory Authorities,
Financial Institutions(s) and all other establishments connected with the business of the Company.

For and on behalf of the Board of Directors

Lakshmi Niwas Bangur Alka Devi Bangur
(DIN : 00012617) (DIN 00012894)

Place : Kolkata Chairman Director

Date : 26.05.2025

1

The Hon’ble National Company Law Tribunal, Kolkata Bench (“NCLT”), vide its order dated 23rd October,
2024 sanctioned the Scheme of Amalgamation wherein Four(4) subsidiaries of the Company namely, Anantay

2

Greenview Private Limited, Sarvadeva Greenpark Private Limited, Sishiray Greenview Private Limited and
Uttaray Greenpark Private Limited and (Four) 4 Step down subsidiaries namely Amritpay Greenfield Private
Limited, Divyay Greeneries Private Limited, Sarvay Greehub Private Limited and Basbey Greenview Private
Limited (‘Transferor Companies’), along with other group companies, whereby, these companies were merged