Easy Fincorp Ltd

Dear Members,

Your Board of Directors is pleased to present the 40^th Annual Report together with the Company's Audited Financial Statements and the Auditor's report for the year ended 31^st March 2025.

The equity shares of the company are listed on BSE Limited. The Company registered a total income of Rs. 9.66 lakhs as compared to Rs. 9.74 lakhs in the previous year and registered a Loss after tax of Rs. 10.76 lakhs as compared to a Loss after tax of Rs. 15.41 lakhs in the previous year. The Company has not earned any operating revenues during the period under review. During the year, the decline in losses is attributable to a decline in total expenses.

There was no change in the nature of business during the year. The Financial Statements for the year ended 31^st March, 2025 have been prepared in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (IND AS) specified under section 133 of the Companies Act, 2013, as amended ("the Act") read with the Companies (Indian Accounting Standards) Rules, 2015.

There are no material changes and commitments affecting the financial position of the Company that have occurred between the close of the financial year ended 31st March, 2025 and the date of this Board's Report.

Due to the losses during the year, the company has not transferred any amount to the reserve.

In view of the accumulated losses, your Directors regret their inability to recommend any dividend on the Preference or Equity Shares.

During the year, there was no change in the issued, subscribed, and paid-up capital of the Company.

Rainbow Investments Limited continues to remain the holding Company of your Company. The Company does not have any Subsidiaries or Associate Companies.

In view of the amendment in provisions of Sections 92 and 134 of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Amendment Rules, 2021, effective from 5 ^th March, 2021, the Company has not annexed the Extract of Annual Return in the prescribed form (MGT-9) for the financial year ended on 31^st March, 2025 to this Report. The draft Annual return of the Company for the FY 24-25 is available on the website of the Company at the link: https://.easyfincorp.com/images/pdf/anu report24-25.pdf

Your Company has not accepted any public deposits under Chapter V of the Companies Act, 2013.

As the Company does not meet the criteria mentioned in section 135 of the Companies Act, 2013, the provisions of Corporate Social Responsibility are not applicable.

The Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2025, which has a feature of recording audit trail (edit log) facility, and the same has operated throughout the year for all relevant transactions recorded in the software.

Further, during the year, the audit trail feature has not been tampered with, and the audit trail has been preserved by the Company as per the statutory requirements for record retention.

Details of particulars of Investments made are provided in note no. 3 in the financial statement. Further, the Company has not given any loans or provided any guarantees or security during the financial year.

The Board of Directors of the Company comprises six Non-Executive Directors, including two Independent Directors, Mr. Rama Chandra Kurup and Mr. Tarun Goyal.

Mr. Kedarisetty Naga Mahesh Kumar tendered his resignation as an Independent Director with effect from 15 th May 2024, citing advanced age and other personal commitments. Following his resignation, the Board, based on the recommendation of the Nomination and Remuneration Committee, appointed Mr. Tarun Goyal as an Additional Non-Executive Independent Director with effect from 22nd May 2024. Subsequently, his appointment as an Independent Director for the first term of five years was approved by the shareholders at the 39th Annual General Meeting held on 9th August 2024.

Further, Mr. Raj Karan Daga was appointed as an Additional Non-Executive Director with effect from 30th August 2024. His appointment was regularized through a postal ballot, the results of which were declared on 28th November 2024. Meanwhile, Mr. Akhilanand Joshi resigned from the Board with effect from 31st August 2024 due to personal reasons and other professional commitments.

In terms of key managerial personnel changes, Mr. Giriraj Ratan Kothari resigned from the position of Company Secretary and Compliance Officer with effect from 31st July 2024 to pursue other career opportunities. The Board appointed Ms. Heena Dugar as the Company Secretary and Compliance Officer with effect from 24^th October 2024.

Mr. Ashish Kumar Chaudhuri was reappointed as Chief Executive Officer with effect from 1st October, 2024 upon completion of his previous term. Similarly, Mr. Subir Das was reappointed as Chief Financial Officer with effect from 1st December 2024. However, Mr. Subir Das subsequently resigned from his position with effect from 31st December 2024 to explore new professional opportunities. The Board, thereafter, appointed Mr. Sandeep Kumar Jhunjhunwala as Chief Financial Officer with effect from 17th March 2025.

Mr. Atul Lakhotia, (DIN: 00442901) retires by rotation, being eligible offers himself for reappointment at the ensuing AGM of the Company. Brief profile and other details of directors seeking re- appointment are provided at page no 12 of this Annual report.

Pursuant to the Companies (Management and Administration) Second Amendment Rules, 2023, Rule 9(4) has been inserted, mandating every company to designate a person responsible for furnishing and extending cooperation for providing information to the Registrar of Companies (ROC) or any other authority regarding beneficial interest in shares under Sections 89 and 90 of the Companies Act, 2013.

In compliance with the said provision, the Board, at its meeting held on 20^th May, 2025, appointed Mrs. Heena Dugar, Company Secretary and Compliance Officer, as the Designated Person for this purpose and shall be reported while filing annual return for this financial year.

All Independent Directors have provided declarations that they meet the criteria of independence as laid down u/s 149(6) of the Companies Act, 2013 & Regulation 16(1) (b) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. They have also complied with the code for independent directors prescribed in Schedule IV of the Companies Act, 2013. Further, the Independent Directors have confirmed that they have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014. The Board is of the opinion that their appointment conforms to the standards of integrity,

expertise, and experience and their deliberations and discussions are independent of the Management.

During the financial year under review, there were no application/s made or proceedings pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

The Company is committed to upholding the highest standards of data privacy and protection. In light of the increasing reliance on digital infrastructure, the Company has implemented measures for cybersecurity and data protection policies, to match the evolving regulatory framework, including provisions under the Information Technology Act, 2000, and applicable data protection regulations.

During the year following ten (10) meetings of the Board of Directors were held. The details are as follow:

• DETAILS OF AUDIT COMMITTEE: The Audit Committee of the Board of Directors consists of:

• Mr. Atul Lakhotia (Non-Executive Non-Independent Director)

• Mr. K. N. Mahesh Kumar (Independent Director) (Resigned on 15^th May, 2024)

• Mr. Rama Chandra Kurup (Independent Director)

• Mr. Tarun Goyal (Independent Director) (Appointed on 22^nd May, 2024)

During 2024-2025, five (5) Audit committee meetings were held. Details are as follows:

The terms of reference of the Committee are in accordance with the provisions of Section 177 of the Companies Act, 2013. The Chief Financial Officer and Chief Executive Officer are the permanent invitees to the Committee meetings, and the Company Secretary acts as the permanent secretary of this committee.

Your Company has a well-structured internal audit system commensurate with its size and operation. During the year, there was no occasion when the Board had not accepted the recommendations of the Audit Committee.

• DETAILS OF NOMINATION AND REMUNERATION COMMITTEE: The Nomination and Remuneration Committee of the Board of Directors consists of:

• Mr. Atul Lakhotia (Non-Executive Non-Independent Director)

• Mr. K. N. Mahesh Kumar (Independent Director) (Resigned on 15^th May, 2024)

• Mr. Rama Chandra Kurup (Independent Director)

• Mr. Tarun Goyal (Independent Director) (Appointed on 22^nd May, 2024)

The Company has in place a policy on the website of the company on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is available on the website of the Company at http://.easyfincorp.com/board-policies.html

The Board has adopted an evaluation framework on the recommendation of the Nomination & Remuneration Committee (NRC) for evaluating its own performance and as well as that of its Committees and Individual Directors. Accordingly, Performance Evaluation Templates were circulated to all the Directors covering the areas relevant to their functioning and evaluation of the performance of each Individual Director/Committee or Board as a whole. The Independent Directors carried out annual performance evaluations of the other Non-Executive Directors. The performance of each Committee was evaluated by the Board, and based on the report on evaluation received from respective Committees, a summarized report was shared with the Board for its review and feedback was given to each Director.

The Company has adopted a Code of Conduct for Prevention of Insider Trading as amended from time to time with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code. Details of Designated persons with their PAN was also uploaded with NSDL for the purpose of

freezing of trades during the trading window closure period. The code of Insider trading also available on the website of the company at http://.easyfincorp.com/board-policies.html.

No significant and material order has been passed by the Regulators, Courts and Tribunals impacting the going concern status and the Company's operations in the future.

During the Financial year under review, there were NO one time settlement of Loans taken from Banks and Financial institutions.

Pursuant to Section 134(3) (c) of the Act, the Directors, to the best of their knowledge and belief, confirm that:

a) In the preparation of the annual accounts for the financial year ended 31^st March 2025, the applicable accounting standards have been followed along with a proper explanation relating to material departures;

b) appropriate accounting policies have been selected and applied consistently, and judgments and estimates have been made that are reasonable and prudent 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 loss of the Company for the period;

c) proper and sufficient care has been taken 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 annual account has been prepared on a going-concern basis;

e) internal financial controls laid down by the directors have been followed by the Company, and that such internal financial controls were adequate and operating effectively and;

Proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

All Related Party Transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. Hence, the provisions of Section 188 of the Act are not attracted. Thus, disclosure in Form AOC-2 is not required. Further, there are no materially significant Related Party Transactions during the year under review made by the Company with its Promoters, Directors, Key Managerial Personnels or other designated persons, which may have a potential conflict with the interest of the Company at large. Related Party Transactions, if any, are placed before the Audit Committee for its prior approval.

Particulars of employees as per Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given as Annexure: I to this Report. There were no employees of the Company drawing remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Remuneration to Key Managerial Personnel were given in accordance with nomination and remuneration policy of the Company.

Considering the nature of your Company's activities during the year under review, your Company did not consume energy of any significant level nor was there much scope for taking any measures for energy conservation, technology absorption and making any additional investment for the above purposes.

There have been no foreign exchange earnings or outgo during the year under review.

In compliance with the provisions of Section 177(9) of the Companies Act, 2013, the Company has framed a vigil mechanism policy and system of vigil mechanism to deal with instances of fraud and mismanagement, if any, and concerns about violation of the Company's policies. The Policy is available on the website at http://.easyfincorp.com/board-policies.html

The Company has zero tolerance towards sexual harassment at its workplace and has adopted a Policy for Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") to provide a safe, secure and enabling environment, free from sexual harassment. The details of complaints received, disposed-off, and pending during the year are as under:

The Company confirms its compliance with the provisions of the Maternity Benefit Act, 1961. While no maternity cases were reported during the financial year 2024-25, the Company remains committed to extending all requisite benefits under the Act, including paid maternity leave, continued salary and service, nursing breaks, and flexible work options, to all eligible women employees as and when applicable.

Neither the maintenance of Cost Records nor audit of cost records as required under Section 148 of the Companies Act, 2013 read with relevant rules made thereunder applies to the Company.

M/s Ray & Ray Chartered Accountants (Firm Registration No.: 301072E) are appointed as the Statutory Auditors of the Company for the term of five consecutive financial years, i.e., to hold office till the conclusion of the AGM of the Company to be held in the year 2028.

The statutory auditor has submitted an unmodified opinion on the audit of financial statements for the financial year 2024-2025, and there is no qualification, reservation, or adverse remark given by the Auditor in their report. No instances of fraud have been reported by the Statutory Auditors of the Company under Section 143(12) of the Companies Act, 2013. The Report is enclosed with the financial statements in this Annual Report.

Pursuant to Section 204 of the Companies Act, 2013 and the applicable rules, the Company has appointed M/s K. Arun & Co., Practicing Company Secretaries, Kolkata, as the Secretarial Auditor for the financial year 2024-2025. The Secretarial Audit Report, forming part of this Annual Report as ANNEXURE II, is self-explanatory and confirms that there are no qualifications, reservations, adverse remarks, or disclaimers.

As per Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions relating to Corporate Governance, including Regulation 24A, which mandates the appointment of a Secretarial Auditor for a continuous term of five years by approval of shareholders, are not applicable to the Company. This is due to the Company's paid- up equity share capital and net worth being below the specified thresholds of ^10 crore and ^25 crore, respectively, in each of the last three financial years.

However, in compliance with Section 204 of the Companies Act, 2013, the Company has appointed a Secretarial Auditor for the financial year 2025-2026.

During the year under review, the Company has complied with the applicable Secretarial Standards, issued by the Institute of Company Secretaries of India pursuant to Section 118 of the Companies Act, 2013.

The company is having paid up equity share capital not exceeding Rs. 10 crore and net worth not exceeding Rs. 25 crores as on the last day of the previous three financial years, hence the provisions of regulation 15 of SEBI (LODR) Regulations, 2015 relating to the compliance with the corporate governance provisions as specified in regulations 17, 17A 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 26A, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V do not apply to the company.

The Company has adopted the "Code of Conduct for Board Members and Senior Management Personnel". The Code of Conduct contains the duties of the Independent Directors as laid down in the Act. The Code is available on the website of the Company at http://.easyfincorp.com/board-policies.html All the Directors and the Senior Management Personnel of the Company have given a declaration of compliance with the Company's Code of Conduct in accordance with Regulation 26(3) of the SEBI Listing Regulations during the year ended 31^st March 2025.

Your Directors wish to place on record their appreciation for the valuable services rendered by the employees of the Company. The Directors would also like to express their appreciation and thanks

to the Bankers, Regulatory Authorities, and Shareholders for their continued support and cooperation.