Pursuant to the provisions of Regulation 34(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended from time to ....

FRANKLIN LEASING & FINANCE LIMITED 34th ANNUAL REPORT 2025-26 1 | P a ge CORPORATE INFORMATION BOARD OF DIRECTORS Mrs. Sujata Das Managing Director Mr. Jagannath Jha Executive Director Mrs. Sunitha Gupta Independent Director Mr. Barun Naskar Independent Director Mr. Jagdev Yadav Independent Director Mr. Raju Kumar Ram CFO Ms. Swati Vijay Company Secretary ( Appointment.. 24.04.2026) Ms. Rashmi Bhagat Company Secretary ( Resignation. 08.01.2026) Statutory Auditor SSRV & ASSOCIATES Chartered Accountant FRN.: 135901W OFFICE NO.215, 2ND FLOOR, GUNDECHA IND. ESTATE, AKURLI ROAD, KANDIVALI (E), MUMBAI-400101 Secretarial Auditor AKHIL AGARWAL Company Secretaries 506/1, GRAND TRUNK ROAD, 2ND FLOOR, HOWRAH (SOUTH) -711 101 Internal Auditor Shikha Singhal & Associates Chartered Accountants Board Committee Audit Committee Ms. Sunitha Gupta, Chairperson Mr. Jagannath Jha, Member Mr. Barun Naskar, Member Nomination & Remuneration Committee Mr. Jagdev Yadav, Chairperson Mr. Barun Naskar, Member Ms. Sunitha Gupta, Member Stakeholder Relationship Committee Mr. Jagannath Jha, Member Mr. Barun Naskar, Member Ms. Sunitha Gupta, Chairperson Bankers AXIS Bank Bank of Baroda Indusind Bank Registered Office B 53 Ganesh Nagar II Shakarpur, Delhi 110092 2 | P a g e Registrar and Transfer Agent Skyline Financial Services Private Limited D-153A, 1st Floor, Okhla Industrial Area Phase-I, New Delhi-110020 Tel: +91-11-64732681-88 E-mail: virenr@skylinerta.com; admin@skylinerta.com Stock Exchange(s) where Company’s Securities are Listed Bombay Stock Exchange Limited (SME) Platform Website www.franklinleasing.in CIN: L74899DL1992PLC0480 3 | P a ge FRANKLIN LEASING AND FINANCE LIMITED CIN: L74899DL1992PLC048028 Regd. Off.: - B 53 Ganesh Nagar II Shakarpur, Delhi 110092 Tel. No.: 9123885824 Website: www.franklinleasing.in; E-mail: franklinleasingfinance@gmail.com NOTICE NOTICE is hereby given that the 34th Annual General Meeting of the members of FRANKLIN LEASING AND FINANCE LIMITED (“the Company”) will be held on Friday, September 25, 2026 at 1:00 P.M. through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”), to transact the following business: ORDINARY BUSINESS: Item No. 1. To receive, consider and adopt the Annual Financial Statements of the Company for the financial year needed 31st March, 2026, the Reports of Auditors and Directors thereon. Item No. 2. To appoint a director in place of Mr. Jagannath Jha [Din: 08943829) who retires by rotation and being eligible, offers himself for re-appointment. Item No. 3. Re-appointment of the Statutory Auditors of the Company, and to fix their remuneration and to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 139, 142 read with The Companies [Audit and Auditors] Rules, 2014 and other applicable provisions [including any statutory modification or re-enactment thereof for the time being in force] if any, of the Companies Act, 2013, M/s. SSRV & Associates, Chartered Accountants, Mumbai (Firm Registration No. -135901W), be and are hereby appointed as Statutory Auditors of the Company to hold the office for the term of 3 years beginning from conclusion of this Annual General Meeting of the company until the conclusion of the 37th Annual General Meeting of the Company on such terms and remuneration as may be mutually agreed upon between the said Auditors and Board of Directors of the Company”. “FURTHER RESOLVED THAT, any director of the Company be and is hereby authorized to do all such acts, things and deeds as may be deemed necessary to give effect to the above resolutions.” Date: 26th August, 2026 By order of the Board Place: New Delhi Franklin Leasing and Finance Limited Sd/- Swati Vijay Company Secretary 4 | P a ge NOTES: 1. Pursuant to the General Circular No. 09/2024 dated September 19, 2024, issued by the Ministry of Corporate Affairs (MCA) and circular issued by SEBI vide circular no. SEBI/ HO/ CFD/ CFDPoD-2/ P/ CIR/ 2024/ 133 dated October 3, 2024 (“SEBI Circular”) and other applicable circulars and notifications issued (including any statutory modifications or re-enactment thereof for the time being in force and as amended from time to time, companies are allowed to hold AGM through Video Conferencing (VC) or other audio visual means (OAVM), without the physical presence of members at a common venue. In compliance with the said Circulars, AGM shall be conducted through VC / OAVM. 2. Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, the Body Corporates are entitled to appoint authorised representatives to attend the AGM through VC/OAVM and participate there at and cast their votes through e- voting. 3. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis. 4. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013. 5. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) the Secret arial Standard on General Meeting (SS-2) issued by the ICSI and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs from time to time the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as e-voting on the date of the AGM will be provided by NSDL. 6. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGM has been uploaded on the website of the Company at www.franklinleasing.in/corporate-info.html. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com respectively and the AGM Notice is also available on the website of NSDL (agency for providing the Remote e- Voting facility) i.e. www.evoting.nsdl.com. 5 | P a ge 7. AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular issued from time to time. 8. In compliance with Regulation 36(1)(b) of the SEBI LODR Regulations, a letter is being sent to the shareholders whose email addresses are not registered with the Company/DP, providing a web-link for accessing the Annual Report 2025- 26. 9. Members holding shares in dematerialized mode are requested to intimate the same to their respective Depository Participants. 10. All documents referred to in the accompanying Notice, the Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Companies Act, 2013, the Register of Contracts or Arrangements in which Directors are interested, maintained under Section 189 of the Companies Act, 2013 and other Statutory registers & records as stipulated un [Showing first 8,000 characters — download PDF for full document]