Annual Report For Financial Year 2025-2026

KAPIL RAJ FINANCE LIMITED CIN: L65929DL1985PLC022788 Reg. Off: Unit no 1018, 9th floor, Pearl Omaxe, Plot no B1, Netaji Subhash Place, Pitampura, Delhi-110034 E-Mail ID: kapilrajfin@gmail.com; Mob. No: 9319155113; Website: https://www.kapilrajfinanceltd.com/ Date: 28.09.2026 To, Company Symbol: KAPILRAJ The Manager, Scrip Code: 539679 BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, ISIN: INE332Q01023 Mumbai, Maharashtra 400001 Sub: Notice of the 40th Annual General Meeting (‘AGM’) and Annual Report 2025-2026 Dear Sir/ Madam, This is to inform you about the 40th Annual General Meeting (‘AGM’) of Kapil Raj Finance Limited is scheduled to be held on Wednesday, October 21, 2026, at 01:00 P.M. (IST) through Video Conference (‘VC’) / Other Audio-Visual Means (‘OAVM’), to transact the business as set forth in the Notice of the AGM. Pursuant to Regulation 34 and other provisions, as applicable, of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), Annual Report for the financial year 2025-2026, comprising notice for the 40th AGM and Audited Financial Statements of the Company for the financial year 2025-2026 along with Auditor’s Reports thereon, Director’s Report, and other reports required to be annexed thereto, is enclosed herewith. Further, pursuant to Regulation 36(1)(b) of SEBI LODR Regulations, a letter containing the web-link of the AGM Notice and Annual Report for the financial year 2025-26 is being sent at the registered address of the shareholders whose e-mail addresses are not registered with the Company / RTA / Depository Participant(s). Also 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 from time to time and Regulation 44 of the SEBI LODR Regulations, the Company is pleased to provide remote e-voting facility to its members to cast their votes electronically on all resolutions set forth in the enclosed AGM Notice. The remote e-voting facility would be available during the following period: The remote e-voting period begins on Sunday, October 18, 2026 at 09:00 A.M. (IST) The remote e-voting period end on Tuesday, October 20, 2026 at 05:00 P.M. (IST) You are requested to take the above information and enclosed documents on your record. You are requested to take the above information. Thanking you, Yours faithfully, For & on behalf of Kapil Raj Finance Limited Harit Anand Director DIN: 11812939 As Encl: KAPIL RAJ FINANCE LIMITED CIN: L65929DL1985PLC022788 40TH ANNUAL REPORT FOR THE FINANCIAL YEAR 2025-2026 CONTENTS Contents Page No. Corporate Information 3 Notice 4-44 Directors’ Report 45-60 Secretarial Audit Report 61-63 Chief Financial Officer Certificate 64 Chairman Declaration on Code of Conduct 65 Report on Corporate Governance 66-81 Management Discussion and Analysis 82-83 Independent Auditor’s Certificate on Corporate Governance Certificate of Non-Disqualification of Directors Auditors’ Report 86-95 Balance Sheet 96 Statement of Profit & Loss Account 97 Cash Flow Statement 98 Notes Forming part of Accounts 99-110 CORPORATE INFORMATION Mr. Amit Bal Krishan Ghume Managing Director Ms. Santosh Rani Whole-time Director (Resigned w.e.f. 21.09.2026) Ms. Japla Kalpesh Darji Non- Executive Director (Resigned w.e.f. 26.08.2026) Mr. Punith D Putharan Non- Executive Director (Resigned w.e.f. 26.08.2026) Mr. Dipesh Dinkar Kambli Non-Executive Independent Director Ms. Gursharandeep Kaur Non-Executive Independent Director Mr. Harit Anand Additional Executive Director (Appointed w.e.f. 29.07.2026) Mr. Manoj Kumar Additional Director (Appointed w.e.f. 26.08.2026) Mr. Arun Kumar Pandey Additional Director (Appointed w.e.f. 26.08.2026) CHIEF FINANCIAL OFFICER Ms. Santosh Rani COMPANY SECRETARY & COMPLIANCE OFFICER Ms. Preeti Kakkar (resigned w.e.f. 15.06.2026) REGISTRAR AND SHARE TRANSFER AGENT Purva Sharegistry (India) Pvt Ltd (SEBI Regn. INR000001112) Unit no. 9, Shiv Shakti Ind. Estate., J.R. Boricha Marg, Opp. Kasturba Hospital Lane, Lower Parel (East), Mumbai- 400011 STATUTORY AUDITORS M/s GAMS & Associates (Chartered Accountants) (Term FY 21-22 to 25-26) SECRETARIAL AUDITOR M/s Ankit Singhal & Associates (Company Secretaries) REGISTERED OFFICE Unit no 1018, 9th floor, Pearl Omaxe, Plot no B1, Netaji Subhash Place Pitampura Delhi-110034 (Changed w.e.f. 08th August, 2026) KAPIL RAJ FINANCE LIMITED CIN: L65929DL1985PLC022788 Reg. Off: Unit no 1018, 9th floor, Pearl Omaxe, Plot no B1, Netaji Subhash Place, Pitampura, Delhi-110034 E-Mail ID: kapilrajfin@gmail.com; Mob. No: 9319155113; Website: https://www.kapilrajfinanceltd.com/ NOTICE NOTICE IS HEREBY GIVEN THAT THE 40th ANNUAL GENERAL MEETING OF M/s KAPIL RAJ FINANCE LIMITED WILL BE HELD ON WEDNESDAY, 21ST OCTOBER, 2026 AT 01:00 P.M. THROUGH VIDEO CONFERENCING/ OTHER AUDIO-VISUAL MEANS (“VC/OAVM”) FACILITY TO TRANSACT THE FOLLOWING BUSINESS: ORDINARY BUSINESS: Item No. 1- To receive, consider and adopt the Audited Financial Statements of the Company for the Financial Year ended March 31, 2026 and the reports of the Board of Directors and Auditors thereon. To consider and if thought fit, to pass, with or without modification(s) the following resolution as an Ordinary Resolution: “RESOLVED THAT the Audited Financial Statements of the Company for the financial year ended March 31, 2026 and the reports of the Board of Directors and Auditors thereon as circulated to the Members, be and are hereby considered and adopted.” Item No. 2- To propose re-appointment of Mr. Amit Balkrishna Ghume (DIN: 10428357), who retires by rotation and being eligible, offers himself for reappointment To consider and if thought fit, to pass, with or without modification(s) the following resolution as an Ordinary Resolution: “RESOLVED THAT in accordance with the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, Mr. Amit Balkrishna Ghume (DIN: 10428357), who retires by rotation at this meeting and being eligible for re- appointment, be and is hereby re-appointed as a Director of the Company.” Item No. 3- Appointment of M/s SG Jain & Associates as Statutory Auditors for a period of 5 years and fix their remuneration To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: "RESOLVED THAT pursuant to the provisions of Sections 139, 141, 142 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with the Companies (Audit and Auditors) Rules, 2014 including any amendment(s), modification(s), variation(s) or reenactment(s) thereof, from time to time, the approval of the Members of the Company, be and is hereby accorded for the appointment of M/s SG Jain & Associates, Chartered Accountants (Firm Registration No. 023497C) as Statutory Auditors of the Company to hold office for a period of 5 (five) consecutive years i.e. from the conclusion of 40th Annual General Meeting ("AGM") till the conclusion of the 45th AGM of the Company, at such remuneration and out of pocket expenses, as may be mutually agreed between the Board of Directors of the Company and the Statutory Auditors, on the basis of the recommendation of the Audit Committee of the Board of Directors of the Company. RESOLVED FURTHER THAT the Board, including the Audit Committee of the Board or any other person(s) authorised by the Board or Audit Committee in this regard, be and are hereby severally authorised on behalf of the Company, to do all such acts, deeds, matters and things as they may, in their absolute discretion deem necessary or desirable for such purpose and with the power to the Board including the Audit Committee of the Board of Directors to settle all questions, difficulties or doubts that may arise in regard to the implementation of the aforesaid Resolution, including but not limited to determination of roles and responsibilities/ scope of work of the Statutory Auditors, negotiating, finalising, a [Showing first 8,000 characters — download PDF for full document]