Submission of Annual Report for FY 2025-26

o Adsinioivative & Corporate OWice : “Veaf?, Sth Fowr, Mooy Tomn Satsi, Ui Lios, Jassnager - 361008 (Guforat) 0DIA Ph; 6o208 n2675e758, Fex Mo. G206 2655042, Mo : 451 S90S 61000 Emait 1D : kamavetitinance@pnall.com Date: September 08, 2026 . . BSE Limited PhirozeJeejeebhoy Towers, Dalal Street, ‘Mumbai — 400001. Dear Sir/Madam, Sub.: Submission of copy of 42™ Annual Report for the Financial Year 2025-26 Ref: Karnavati Finance Limited (Scrip Code/Stripe ID: 538928/KARNAVATI) With reference to the subject cited above, we hereby submit the copy of 42" Annual Report of the company for financial year 2025-26. Kindly take the same in your records and oblige us. Thank you. Yours faithfully, Thanking You, : . For, Karnavati Finance Limited Jay Morzaria ‘Managing Director \ DIN: 02338864 Registered Office : mummmmn‘mmmmmmw Phone: 022 28869111 Wehsite : wwurkammvatifsancelimited.com ANNUAL REPORT 2025-26 KARNAVATI FINANCE LIMITED CIN: L65910MH1984PLC034724 A Non-Banking Financial Company registered with the Reserve Bank of India Karnavati Finance Limited Annual Report 2025-26 INDEX sr. No. Particulars Page Numbers 1. | Corporate Information 2 2. | Notice of Annual General Meeting 3 3. | Board of Director’s Report 10 Annexure to the Board of Director’s Report 1 Annexure - A - Nomination & Remuneration Policy 17 Annexure - B - Particulars of Contracts/arrangements made with related parties 20 Annexure - C - Particulars of Employees 7 Annexure - D - Report On Corporate Governance 2 Annexure - E-1 - Secretarial Audit Report 37 Annexure - E-2 - Annual Secretarial Compliance Report 40 4. | Management Discussion And Analysis Report a2 5. | Financial Section: 48 Independent Auditor’s Report 49 Annexure A - Independent Auditor’s Report 52 Annexure B - Independent Auditor’s Report 55 Statement of Balance sheet 56 Statement of Profit & Loss Account 58 Statement of Cash Flow 60 Notes forming part of Financial Statement 62 1|Page Karnavati Finance Limited Annual Report 2025-26 CORPORATE INFORMATION KARNAVATI FINANCE LIMITED (CIN: L65910MH1984PLC034724) REGISTERED OFFICE CORPORATE OFFICE Vraj Group, 2™ Floor, Simran Centre, Mogra Village, 30H Parsi | “Vraj”, 05 Floor, Opp. Hotel President, Near Bhumi Press, Panchayat Road, Andheri East, Andheri, Mumbai - 400 053, | Limda Lane, Jamnagar- 361 001, Gujarat, India Maharashtra, India Contact No.: +91 (022) 28809111 Contact No.: +91 (0288) 2663042 E-Mail ID: karnavatifinance@gmail.com Website: https: //karnavatifinancelimited.co/ BOARD OF DIRECTORS Name (DIN) Designation Mr. Ashish Nandkishor Batavia 10181918 Chairman & Non - Executive Director Mr. Jay Ramanbhai Morzaria 02338864 Managing Director Mr. Raman Pragjibhai Morzaria 00203310 Whole-Time Director Mr. Parth Chandreshbhai Maniar 07980886 Non-Executive (Independent) Director Mrs. Brimda Minoobhai Bilimoria 08196034 Non-Executive (Independent) Director Mr. Vineshkumar Popatlal Makadia 00362318 Non-Executive Director Name Designation Name Designation Mr. Kush Morzaria Chief Financial Officer Mr. Parth Chandreshbhai Maniar Chairperson Ms. Akanksha Rai Company Secretary & Mrs. Brimda Minoobhai Bilimoria Member Compliance Officer Mr. Jay Ramanbhai Morzaria Member STAKEHOLDER’S RELATIONSHIP COMMITTEE NOMINATION & REMUNERATION COMMITTEE Name Designation Name Designation Mr. Parth Chandreshbhai Maniar Chairperson Mr. Parth Chandreshbhai Maniar Chairperson Mrs. Brimda Minoobhai Bilimoria Member Mrs. Brimda Minoobhai Bilimoria Member Mr. Jay Ramanbhai Morzaria Member Mr. Vineshkumar Popatlal Makadia Member AUDITORS Statutory Auditor Internal Auditor Secretarial Auditor WSs B. B. Gusani & Associates MS. Suresh Tejwani & Co. Mr. Jitendra Parmar and Associates Chartered Accountants Address: 109, 110 City Arcade, Near | Practicing Company Secretary Address: Office No. 215, Manek Centre, | D-S.P. Bunglow, Tin Batti-361001, | Address: J - 708, Riverside Park, Opp. P.N. Marg, Jamnagar - 361001, Gujarat. | Jamnagar-361001, Gujarat. APMC Market Lane, Near Vishala Circle, Mail ID: bhargavgusani7Z@gmail.com Mail ID: suresh. tejwani@gmail .com Vasna, Ahmedabad - 380007 Contact No. +91 9428817400 Contact No. : 0288 2556368 Mail ID: csjitendraparmar@gmail.com Contact No. : +9194085 55517 REGISTRAR & SHARE TRANSFER AGENT BANKERS Satellite Corporate Services Private Limited 1DBI Bank Office no. 106 & 107, Dattani Plaza, Indusind Bank East West Compound, State Bank of India Andheri Kurla Road, Safedpul HDFC Bank Sakinaka, Mumbai-400072 1CICI Bank E-Mail ID : service@satellitecorporate.com Contact No. : 022 28520461/462 2|Page Karnavati Finance Limited Annual Report 2025-26 PART 11 NOTICE OF ANNUAL GENERAL MEETING Karnavati Finance Limited | Annual Report 2025-26 3|Page Karnavati Finance Limited Annual Report 2025-26 NOTICE OF 42" ANNUAL GENERAL MEETING Notice is hereby given that the 427 Annual General Meeting of the Members of Kamavati Finance Limited will be held on Wednesday, September 30, 2026 at 03:30 P.M. IST through video conferencing (VC)/Other Audio Visual Means (OAVM), to transact the following businesses; Ordinary Businesses:- 1. To receive, consider and adopt audited financial statement of the Company for the financial year ended on March 31, 2026 and the reports of the Directors’ and the Auditors’ thereon. 2. To appoint a Director in place of Mr. Jay Morzaria (DIN: 02338864), Managing Director of the Company, who retires by rotation and being eligible, seek re-appointment. Explanation: Based on the terms of appointment, executive directors are subject to retirement by rotation. Mr. Jay Morzaria (DIN: 02338864), who was appointed as Managing Director, and is the longest-serving member on the Board, retires by rotation and, being eligible, seeks re-appointment. To the extent that Mr. Jay Morzaria (DIN: 02338864) is required to retire by rotation, he would need to be reappointed as such. Therefore, shareholders are requested to consider and if thought fit, to pass the following resolution as an ordinary resolution: “RESOLVED THAT, pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, the approval of the members of the Company be, and is hereby accorded to the reappointment of Mr. Jay Morzaria (DIN: 02338864) as such, to the extent that he is required to retire by rotation.” Registered Office By order of the Board Vraj Group, 2™ Fleor, Simran Centre, Mogra Village, 30H Parsi For, Karnavati Finance Limited Panchayat Road, Andheri East, Andheri, Mumbai - 400053, Maharashtra, India Jay Morzaria Managing Director DIN: 02338864 1. The Ministry of Corporate Affairs ('MCA"), vide its General Circular dated September 22, 2025 read with earlier circulars (collectively, "MCA Circulars"), has permitted convening the Annual General Meeting through Video Conferencing ('VC") / Other Audio Visual Means ("OAVM"), without the physical presence of members at a common venue. In accordance with the MCA Circulars and applicable provisions of the Companies Act, 2013 read with the Rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the 42nd AGM of the Companiys being held through VC/OAVM. The deemed venue for the AGM shall be the Registered Office of the Company. 2. Pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, Regulation 44 of the Listing Regulations, and the MCA Circulars, the Company is providing the facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. The Company has engaged National Securities Depository Limited ('NSDL) as the authorised e-voting agency, and NSDL will provide the facility for casting votes both through remote e-voting and during the AGM. 3. Pursuant to Section 105 of the Companies Act, 2013, a member entitled to attend and vote at the AGM is ordinarily entitled to appoint a proxy to attend and vote on their behalf, and such proxy need [Showing first 8,000 characters — download PDF for full document]