Dear Members,
Your Directors are pleased to present the 33rd Annual Report on the business
and operations of Company and Financial Results for the year ended 31st March,
2026.
1. FINANCIAL RESULTS
The summarized Financial Results of the Company are given hereunder: -
(Rs. In lakhs)
Particulars |
FY 2025-26 |
FY 2024-25 |
| Total Income |
1159.94 |
767.83 |
| Operating Profit before interest, Depreciation & Tax |
1024.33 |
665.74 |
| Interest and other financial charges |
249.26 |
80.93 |
| Depreciation |
0.98 |
0.40 |
| Net Profit before Tax |
774.09 |
584.41 |
| Income Tax for current year |
194.82 |
141.48 |
| Deferred Tax |
0.17 |
-2.45 |
| Net Profit after Tax |
580.49 |
428.91 |
| Add: Balance brought forward from previous year |
1287.37 |
944.25 |
| Balance to be carried forward |
1751.77 |
1287.37 |
2. OPERATIONS AND BUSINESS OUTLOOK
During the year under review, the Company recorded a total income of Rs. 1159.94 lakhs
and a net profit after tax of Rs. 580.49 lakhs against income of Rs. 767.83 lakhs and a
net profit after tax of Rs.428.91 lakhs in the previous year.
The increase in turnover is attributable to increase lending activity consequence to
preferential issue of equity shares in December, 2025 and the fund where utilised in
February 2026 on receiving required approvals from Stock exchange.
3. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS
As per the requirements of Section 134(3)(I) of the Companies Act, 2013, Company
declare that, there are no significant material changes and commitments affecting
financial position of the Company between 31st March, 2026 and the date of
Board's Report.
4. CHANGE IN THE NATURE OF BUSINESS
As per the requirements of Rule 8(5)(ii) of the Companies (Accounts) Rules, 2014,
Company declare that, there is no significant change in the nature of business of the
Company during the financial year under review.
5. SHARE CAPITAL AND CLASSIFICATION OF COMPANY
The authorized capital of the Company as on 31st March, 2026 was Rs.
10,00,00,000/- divided into 1,00,00,000 equity shares of Rs.10/- each.
The Subscribed, Issued and Paid-up capital of the Company as on 31st March,
2026 was Rs. 7,74,78,500 divided into 77,47,850 equity shares of Rs. 10/- each.
During the year, the company issued and has allotted 22,93,400/- (Twenty Two Lakhs
Ninety three thousand and four hundred only) fully paid up equity shares (‘Equity
Shares") of face value of Rs 10/- (Rupees Ten only) each at an issue price of Rs
120/- (Rupees One Hundred Twenty Only) including a premium of Rs 110/- (Rupees One Hundred
Ten only) each, aggregating up to Rs 27,52,08,000/- (Twenty Seven Crore Fifty two Lakhs
and eight thousand only) on a preferential basis to the identified allottees in accordance
with the applicable provisions of the Companies Act, 2013 read with Companies (Prospectus
and Allotment of Securities) Rules, 2014, the companies (Share Capital and
Debentures) Rules, 2014 and such others rules and regulations made thereunder (the
"Act") and in accordance with Chapter V of SEBI Issue of Capital and Disclosure
Requirements (‘ICDR") Regulation, 2018 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the SEBI
(Substantial Acquisitions of Shares and Takeovers) Regulations, 2011 ("Takeover
Regulations") and other rules, regulations, guidelines notifications and circulars
issued there under from time to time by the Government of India, the Reserve Bank of
India, Securities and Exchange Board of India ("SEBI").
In terms of provisions of Non-Banking Financial (Non-Deposit Accepting or Holding)
Companies Prudential Norms (Reserve Bank) Directions, 2007 issued by Reserve Bank of
India; your company has been classified as Loan Company.
Disclosures as prescribed by Non-Banking Financial (Non-Deposit Accepting or Holding)
Companies Prudential Norms (Reserve Bank) Directions, 2007 and other NBFC regulations have
been made in this Annual Report.
6. DIVIDEND
The Company hasn't declared any dividend for the Financial year ended 31st March, 2026.
7. TRANSFER TO RESERVES
The Company proposes to transfer Rs.116.10 lakhs to Statutory Reserves.
8. DEPOSITS:
Your Company has not accepted/invited any deposits from the public for the year under
review within the meaning of Non-Banking Financial Companies Acceptance of Public Deposits
(Reserve Bank) Directions, 2016 and Section 73 of the Companies Act, 2013 and the rules
made there under.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. RETIREMENT BY ROTATION
Shri Dayanand Soma (DIN: 00854522), Director of the Company is liable to retire by
rotation in terms of Section 152(6) of the Companies Act, 2013 at the ensuing Annual
General Meeting to be held on 30th July, 2026 and being eligible, seeks
re-appointment.
B. APPOINTMENT/RE-APPOINTMENT
Shri Lakshmi Prasad Gowra (DIN: 00268271), was reappointed as non-executive &
non-Independent Director of the Company pursuant to the provisions of Sections 149, 152
read with Companies (Appointment and Qualification of Directors) Rules, 2014 and other
applicable provisions of the Companies Act, 2013 (including any statutory modification(s)
or enactment thereof for the time being in force) at the 32nd Annual General Meeting held
on 20th, August 2025.
Shri Subbaraj Gowra (DIN: 00287820) was appointed as non-executive &
non-Independent Director of the Company pursuant to the provisions of Sections 149, 152
read with Companies (Appointment and Qualification of Directors) Rules, 2014 and other
applicable provisions of the Companies Act, 2013 (including any statutory modification(s)
or enactment thereof for the time being in force) with effect from 20th August, 2025,
liable to retirement by rotation.
Shri Gowra Srinivas (DIN: 00286986) was re- appointed as the Managing Director of the
Company for a further term of 5 (five) consecutive financial years at the 32nd
Annual General Meeting (AGM) held on 20th August 2025. This appointment is
effective from July 30, 2026 pursuant to the provisions of Sections 196, 197, 198 and 203
read with Schedule V and all other applicable provisions of the Companies Act, 2013 (Act)
and relevant rules framed thereunder, the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 or any statutory
modification(s) or reenactment(s) thereof.
C. APPROVAL OF SHAREHOLDERS FOR CONTINUATION OF DIRECTORS POST ATTAINING THE AGE OF 75
YEARS
Shri Dayanand Soma (DIN: 00854522), non-executive & non-Independent Director of the
Company, attained the age of 75 years. Pursuant to Regulation 17(1A) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, and other applicable
provisions of the Companies Act, 2013 read with Rules made thereunder, including any
amendment(s), statutory modification(s) or re-enactment(s) made thereof for the time being
in force, the shareholders of the Company, by way of a Special Resolution passed at the
32nd Annual General Meeting held on 20th August 2025, approved the continuation of his
directorship upon attaining the age of 75 years.
Shri Gowra Lakshminarayana (DIN: 00287021), non-executive & non-Independent
Director of the Company, attained the age of 75 years. Pursuant to Regulation 17(1A) of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other
applicable provisions of the Companies Act, 2013 read with Rules made thereunder,
including any amendment(s), statutory modification(s) or re-enactment(s) made thereof for
the time being in force, the shareholders of the Company, by way of a Special Resolution
passed at the 32nd Annual General Meeting held on 20th August 2025, approved the
continuation of his directorship upon attaining the age of 75 years.
D. EVALUATION OF THE BOARD'S PERFORMANCE
As per provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI(LODR)
Regulations, 2015, the Board adopted a formal performance evaluation procedure for
evaluating its performance and as well as that of its Committees and individual Directors,
including the Chairman of the Board. The exercise was carried out through a structured
evaluation process covering various aspects of the Board's functioning such as composition
of the Board & committees, experience & competencies, performance of specific
duties & obligations etc. Separate exercise was carried out to evaluate the
performance of individual Directors including the Board Chairman who were evaluated on
parameters such as attendance, contribution at the meetings and otherwise, independent
judgement etc. The evaluation of the Directors and that of the Chairman was carried out by
the entire Board excluding the Director being evaluated. A separate meeting of Independent
Directors was also held during the year wherein the performance of Board, Executive and
non-executive Directors was evaluated.
The various suggestions which were made by Independent Directors in their meeting was
placed before the Board for subsequent implementation.
The Directors were satisfied with the evaluation results, which reflected the overall
engagement of the Board and its Committees with the Company.
E. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In accordance with Regulation 34 of the SEBI (LODR) Regulations, 2015, Management's
Discussion and Analysis
Report for the year under review is presented in a separate section forming part of
this Annual Report.
(ANNEXURE I)
F. DECLARATION BY INDEPENDENT DIRECTORS
In accordance with Section 149(7) of the Companies Act, 2013, each Independent Director
has confirmed to the Company that he or she meets the criteria of independence as laid
down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI
(LODR) Regulations, 2015.
G. SEPARATE MEETING OF INDEPENDENT DIRECTORS
The Independent Directors met on 25th March, 2026 without the presence of
Non-Independent Directors and members of the Management. At this meeting, the Independent
Directors inter-alia evaluated the performance of the Non-Independent Directors and the
Board of Directors as a whole, evaluated the performance of the Board and discussed
aspects relating to the quality, quantity and timeliness of the flow of information
between the Company, the Management and the Board.
H. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The details of Familiarisation Programme is available on Company's website on weblink:
https://www.gowraleasing.com/disclosures-under-regulation46-of-lodr.php
10. POLICIES
A. RISK MANAGEMENT POLICY:
The Company has policy for identifying risk and established controls to effectively
manage the risk. Further the company has laid down various steps to mitigate the
identified risks. The audit committee has additional oversight in the area of financial
risks and controls. Major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continuing basis.
B. NOMINATION AND REMUNERATION POLICY:
The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration. There has been no change in policy from the last year. The Remuneration
Policy is available on the website of the Company.
(https://www.gowraleasing.com/pdf/new/Nomination%20&%20Remuneration%20Policy.pdf )
C. CODE OF CONDUCT POLICY:
The Company has complied with the requirements about code of conduct for Board members
and Senior Management Personnel. The said policy is available on the website of the
Company. (www.gowraleasing.com/code-of-conduct.php)
D. INSIDER TRADING POLICY:
The Board of Directors of the Company have adopted the Insider Trading Policy in
accordance with the requirement of the SEBI (Prohibition of Insider Trading) Regulations,
2015. The Insider Trading policy of the Company lays down guidelines & procedures to
be followed, and disclosures to be made while dealing with the shares of the Company, as
well as the consequences of the violations. The policy has been formulated to regulate,
monitor and ensure reporting of deals by employees and to maintain highest ethical
standards of dealing in Company's shares.
The Insider Trading Policy of the company covering code of practices and procedures for
fair disclosure of unpublished price sensitive information and code of conduct for
preventing insider trading is available on the website of the Company. (www.gowraleasing.com/pdf/new/code-of-fair-disclosures.pdf)
E. VIGIL MECHANISM /WHISTLE BLOWER POLICY:
The Board of Directors of the Company have adopted Whistle Blower Policy. This policy
is formulated to provide an opportunity to employees to raise concerns and to access the
Audit Committee in good faith, in case they observe unethical and improper practices or
any other wrongful conduct in the Company, to provide necessary safeguards for protection
of employees from reprisals or victimization and to prohibit managerial personnel from
taking any adverse personnel action against those employees. The policy is available on
the website of the Company.
https://www.gowraleasing.com/pdf/new/Whistle%20Blower%20Policy.pdf
There were no complaints received during the year 2025-26.
F. POLICY ON MATERIALITY OF EVENTS:
The Policy on materiality of events/ transactions as approved by the Board may be
accessed on the Company's website. (www.gowraleasing.com/pdf/glfl-policy-for-materiality.pdf)
G. FAIR PRACTICE CODE:
The Board of Directors have adopted a Fair Practices Code as per the RBI guidelines for
NBFCs which is available on the website (www.gowraleasing.com/fair-practice-code.php).
11. AUDITORS & AUDITORS' REPORT
A. STATUTORY AUDITORS
Pursuant to provision of Section 139 of the Companies Act, 2013, (the Act), M/s Dagliya
& Co., Chartered Accountants were appointed as the Statutory Auditors of the Company
for a term of 5 (five) consecutive years, at the 29th Annual General Meeting
held on September 21, 2022. They have confirmed that they are not disqualified from
continuing as Auditors of the Company.
The Notes on financial statement referred to in the Auditors' Report are
self-explanatory and do not call for any further comments. The Auditors' Report does not
contain any qualification, reservation, adverse remark or disclaimer.
The Statutory Audit Report for the financial year 2025-26 is annexed herewith to this
Report (ANNEXURE III)
B. SECRETARIAL AUDITOR
Pursuant to Section 204 of the Companies Act, 2013, the Company has appointed SPP &
Associates, Hyderabad as Secretarial Auditor. The Secretarial Audit Report for the
financial year 2025-26 is annexed herewith to this Report
(ANNEXURE IV).
The Secretarial Audit Report does contain one qualification as mention below with
Explanation:
Qualification: during the year under review, there was a procedural delay of one day by
the Company in submitting a prior intimation to the BSE Limited under Regulation 29 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the Board
Meeting held on May 3rd, 2025.
Explanation: The delay was due to a miscalculation in working day regarding a regional
public holiday in Mumbai.
C. COST AUDITOR
During the year under review, the Company was not required to maintain cost records and
get them audited by Cost Auditor.
12. DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and
explanation obtained by them, your Directors make the following statements in terms of
Section 134(3)(c) of the Companies Act, 2013:
1. In the preparation of the accounts for the financial year ended 31st March 2026, the
applicable accounting standards had been followed along with proper explanation relating
to material departures;
2. The Directors have 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;
3. 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;
4. The Directors have prepared the accounts for the financial year ended 31st March
2026 on a 'going concern' basis.
5. The directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively.
6. The directors have devised proper system to ensure compliance with the provisions of
all applicable laws and that such systems are adequate and operating effectively.
13. CORPORATE GOVERNANCE
A separate report on Corporate Governance is enclosed as a part of this Annual Report.
Pursuant to Schedule V of SEBI (LODR) Regulations, 2015 the declaration signed by the
Managing Director affirming compliance of the Code of Conduct by the Directors and Senior
Management personnel of the Company for the financial year 2025-26 is annexed and forms
part of the Corporate Governance Report (ANNEXURE V)
14. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The information required pursuant to Section 197(12) of Companies Act, 2013 read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 in respect of the employees of the Company is enclosed herewith as part of Annual
Report (Part A, ANNEXURE VI).
No employee was in receipt of remuneration exceeding Rs. 1,02,00,000/- or more per
annum or Rs. 8,50,000/- or more per month as the limits prescribed under Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, other
disclosure as required under Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is enclosed herewith as part of Annual
Report (Part B, ANNEXURE VI)
15. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on
arm's length basis and were in the ordinary course of business. There were materially
significant related party transactions made by the Company with related companies and
Directors, the details of which is provided in AOC 2 (Annexure - II),
however it doesn't have a potential conflict with the interest of the Company at large.
Your directors also draw attention of the members to Note No. 29 of the Financial
Statement which sets out related party disclosures.
16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
The Company has not made any Investment, loan, given guarantee, provided security
pursuant to the provisions of Section 186 of Companies Act, 2013 other than in the normal
course of business.
17. DEPOSITS
As per the requirements of Section 73, 74 & 76 of the Companies Act, 2013 and Rules
made thereunder, the Company has not accepted any deposits.
18. DISCLOSURES
A. ANNUAL RETURN
A copy of Annual Return been placed on our website:
https://www.gowraleasing.com/annual-reports.php .
B. COMPOSITION OF AUDIT COMMITTEE
The Audit Committee comprises of Shri P. Sobhanadri (Chairman) (Independent Director),
Shri C. Suresh (Independent Director) and Shri Gowra Lakshminarayana (Non-Executive
Director) as members during the year under review. All the recommendations made by the
Audit Committee were accepted by the Board.
C. NUMBER OF BOARD MEETINGS
The Board of Directors of the Company met 6 (Six) times during the FY 2025-26. For
further details, please refer report on Corporate Governance. The maximum interval between
2 meetings were as per the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.
D. LISTING
The equity shares of the Company are listed with Bombay Stock Exchange (BSE). There are
no arrears on account of payment of listing fees to BSE.
19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to conservation of energy, technology absorption, foreign
exchange earnings and outgo, is not applicable since there is no such activity at present
being pursued by the Company.
(i) Foreign Exchange earnings : NIL
(ii) Foreign Exchange outgo : NIL
20. GENERAL
a. The Company has no subsidiaries, joint ventures or associate companies.
b. No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Company's operations in future.
c. The Company has in place adequate internal financial controls with reference to
financial statements. These controls ensure the accuracy and completeness of the
accounting records and preparation of reliable financial statements.
d. The provisions of Section 134(3) (ca) read with Section 143(12) of the Companies
Act, 2013 are not applicable to the Company during the financial year under review, as no
frauds were reported by the auditors.
e. the financial year under review, there was no appointment of Independent Directors.
Accordingly, no disclosure is required pursuant to Section 134(3)(q) of the Companies Act,
2013 read with Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014.
21. POLICY ON SEXUAL HARASSMENT
The provisions related to setting up of Internal Committee (IC) as required under
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal), Act, 2013
to redress complaints received regarding sexual harassment is not applicable to the
Company. Hence, no IC has been constituted.
Further, it is stated that during the financial year under review, your Company has not
received any complaints under the referred said Act, with the following details:
(a) Number of complaints of sexual harassment received in the year: NA
(b) Number of complaints disposed off during the year: NA
(c) Number of cases pending for more than ninety days]: NA
22. THE MATERNITY BENEFIT ACT, 1961
The Company is in compliance with all applicable provisions of the Maternity Benefit
Act, 1961.
23. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards, i.e., SS-1 and
SS-2, relating to ‘Meetings of the Board of Directors' and ‘General Meetings',
respectively.
24. PROCEEDING PENDING UNDER THE INSOLVENCYAND BANKRUPTCY CODE, 2016
During the year under review, no application been made nor any proceeding is pending
under the insolvency and bankruptcy code, 2016 hence reporting of details and status is
not applicable to the Company.
25. ONE-TIME SETTLEMENT
No one time settlement is done during the year, hence the 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
is not applicable to the Company.
26. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY
The Company was not required to constitute a CSR Committee as the Company has not met
any of the thresholds mentioned in Section 135 of the Companies Act, 2013 during the
financial year under review. Hence reporting about policy on Corporate Social
Responsibility and the initiatives taken are not applicable to the Company for FY 2025-26.
27. ACKNOWLEDGEMENTS:
The Directors thank the Company's Bankers namely State Bank of India, Kotak Mahindra
Bank Limited, ICICI Bank and officials of concerned Government Departments for their
co-operation and continued support to the Company.
The Board would also like to thank the Company's shareholders, customers and service
providers for the support and the confidence which they have reposed in the management.
The Board place on record its appreciation of the contribution made by the employees at
all levels for their hard work, solidarity, co-operation and support.
|
|
For and on behalf of the Board of Directors |
|
|
of Gowra Leasing & Finance Limited |
|
Sd/- |
Sd/- |
| Place: Secunderabad |
Gowra Lakshmi Prasad |
Gowra Srinivas |
| Date: 27-06-2026 |
Director |
Managing Director |
|
(DIN: 00268271) |
(DIN: 00286986) |
