Ramchandra Leasing and Finance Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Mar 31, 2025

Your directors have pleasure in presenting the 32^nd Annual Report on the Business and
Operations of the Company and the Audited Financial Statement for the Financial Year
ended March 31, 2025.

1. FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars	For the Year ended 31st March, 2025	For the Year ended 31st March, 2024
Revenue From Operations	37.64	46.27
Other Income	-	-
Total Income	37.64	46.27
Total Expense	35.98	44.42
Profit before Finance Cost and Depreciation	1.66	1.85
Less: Finance Cost	-	-
Profit before Depreciation	1.66	1.85
Less: Depreciation	0.06	0.09
Profit/(Loss) before Tax	1.60	1.76
Provision for Tax
Current Tax	0.10	0.13
Deferred Tax	-	-
Tax for Earlier Year	-	-
Profit/(Loss) for the year	1.50	1.63

2. FINANCIAL PERFORMANCE AND OPERATIONAL REVIEW

Turnover of the Company has reduced by 22.93 % to Rs. 37.64 Lakhs in the Current
Year as compared to Rs. 46.27 Lakhs in the Previous Year.

The Profit before tax has reduced by 10.00 % to Rs. 1.60 Lakhs in the Current Year as
compared to Rs. 1.76 Lakhs in the Previous Year.

The Net Profit after tax has reduced by 08.67 % to Rs. 1.50 Lakhs in the Current Year
as compared to Rs. 1.63 Lakhs in the Previous Year.

3. DIVIDEND

The Board of Directors ("Board") after assessing the performance, capital position,
solvency and liquidity levels of the Company and in order to conserve the resources of
Company do not recommend any dividend.

4. TRANSFER TO RESERVES

The Company had profits after tax of Rs. 1.50 Lakhs as at March 31, 2025. A Sum of
Rs. 0.70 lakhs are transferred to Statutory Reserves out of the Profits for the Current
year.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND

During the year under review, your Company was not required to transfer any amount
to Investor Education and Protection Fund.

6. CHANGE IN THE NATURE OF BUSINESS

The Company is engaged in the business of Non-Banking Financial Institution, having
valid certificate of registration issued by Reserve Bank of India vide No. 01.00109
dated 12/03/1998. During the financial year, there has been no change in the business
of the Company or in the nature of business carried by the Company during the
financial year under review.

7. FUTURE OUTLOOK

The Company aims to capitalize on emerging opportunities in profitable and growth-
oriented avenues, while maintaining a focus on sustainable returns and financial
stability. Building on the positive performance achieved in the previous year, the
Company will continue to strengthen its operations and explore prospects that
contribute to long-term value creation for stakeholders.

8. SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 8,50,00,000/- comprising
8,50,00,000 Equity Shares of Rs.1/- each. The Issued, Subscribed and Paid-up Equity
Share Capital of the Company as on 31st March, 2025 was Rs. 5,11,62,000/-
comprising 5,11,62,000 Equity Shares of Rs.1/- each. The Authorized Capital of the
company was increased from Rs. 5,50,00,000/- to Rs. 8,50,00,000/-.

• BUY BACK OF SECURITIES:

The Company has not bought back any of its securities during the year under
review.

• SWEAT EQUITY:

The Company has not issued any Sweat Equity Shares during the year under review.

• BONUS SHARES:

No Bonus Shares were issued during the year under review.

• EMPLOYEES STOCK OPTION PLAN:

The Company has not provided any Stock Option Scheme to the employees.

9. MATERIAL CHANGES AND COMMITMENTS

The Company is in the process of making an open offer to its public shareholders and
allotting shares pursuant to a preferential issue, which will result in a change in the
management and control of the Company. The proposal for the open offer was duly
approved by the members at the Extra-Ordinary General Meeting held on December
23, 2024.

In this regard, the Company has obtained the prior approval of the Reserve Bank of
India (RBI), as well as in-principal approval from the Stock Exchange for the
preferential issue. Any other relevant regulatory approval, as may be required from
relevant authorities will be obtained in due course.

10. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

As on 31st March, 2025, the Company does not have any Subsidiary, Associate or
Joint Venture Companies.

11. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS

There are no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status or company''s operation in future.

12. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2025, the Company''s Board of Directors ("Board") has an optimum
combination of both Executive and Non-Executive Directors. The Board comprises of
both Independent and Non-Independent Directors. The composition of the Board is in
conformity with the Companies Act, 2013 and Listing Regulations.

List of Directors:

Name of Director	DIN	Designation
Pradeep Saremal Jain	03363790	Whole Time Director
Harsha Hitesh Bhanshali	08522254	Non-Executive Independent Director
Pramod Kumar Gadiya	02258245	Non-Executive Director
Nitinkumar Bhawarlal Parmar	07551010	Non-Executive Independent Director

List of Key Managerial Personnel:

Name	Designation
Urja Pradeep Jain	Chief Financial Officer (CFO)
Dhiraj Kumar Jha1	Company Secretary & Compliance Officer
Aditi Garg2	Company Secretary & Compliance Officer

None of the Directors of the Company are disqualified from being appointed as
Directors as specified in Section 164(2) of the Act read with Rule 14 of Companies
(Appointment and Qualifications of Directors) Rules, 2014. Further, they are not
debarred from holding the office of Director pursuant to order of SEBI or any other
authority.

13. NUMBER OF THE MEETING OF THE BOARD OF DIRECTORS

During the Financial year 2024-25 total 7 (Seven) Board Meetings were held:

Sr. No	Date of Meeting	Board Strength	No. of Directors Present
1.	24/04/2024	4	4
2.	20/05/2024	4	4
3.	13/08/2024	4	4
4.	30/08/2024	4	4
5.	04/11/2024	4	4
6.	29/11/2024	4	4
7.	31/01/2025	4	4

The periodicity between two Board Meetings was within the maximum time gap as
prescribed in the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 and Companies Act, 2013

14. ATTENDANCE OF DIRECTORS

Attendance of Directors at the Board Meetings held during the financial year ended
31st March, 2025 and at last AGM are as under:

Name of Director	Category	No. of Board Meeting		Attendance at the last AGM held on 23/09/2024
		Held	Attended
Pradeep Saremal Jain	Whole Time Director	7	7	Yes
Harsha Hitesh Bhanshali	Woman Non-Executive Independent Director	7	7	Yes
Pramod Kumar Gadiya	Non-Executive Director	7	7	Yes
Nitinkumar Bhawarlal Parmar	Non-Executive Independent Director	7	7	Yes

Attendance of Directors at the Committee Meetings held during the financial year
ended 31st March, 2025:

Name of Director	Audit Committee Meeting		Nomination & Remuneration Committee Meeting		Stakeholder Relationship Committee Meeting
	Held	Attended	Held	Attended	Held	Attended
Pradeep Saremal Jain	6	6	NA	NA	1	1

Harsha Hitesh Bhanshali	6	6	3	3	1	1
Nitinkumar Bhawarlal Parmar	6	6	3	3	NA	NA
Pramod Kumar Gadiya	NA	NA	3	3	1	1

15. COMMITTEES

Your Company has duly constituted the following mandatory Committees in terms of
the provisions of the Companies Act, 2013 read with rules framed thereunder viz.:

Audit Committee:

The Audit Committee of the Board of Directors meets the criteria laid down under
Section 177 of the Companies Act, 2013, read with Regulation 18 of Securities and
Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation,
2015 in the terms of reference to the Audit Committee. The Committee inter alia
reviews the Internal Control System, Scope of Internal Audits, Reports of Internal
Auditors, Key Audit Matters presented by the Statutory Auditors and

Compliance of various regulations. The Committee also reviews the financial
statements before they are placed before the Board of Directors. The Composition of
Audit Committee is as under:

Name of Director	Designation	Position on the Committee
Harsha Hitesh Bhanshali	Non-Executive Independent Director	Chairman
Pradeep Saremal Jain	Whole Time Director	Member
Nitinkumar Bhawarlal Parmar	Non-Executive Independent Director	Member

The Board accepted the recommendations of the Audit Committee whenever made by
the Committee during the year

Nomination and Remuneration Committee:

A Nomination & Remuneration policy has been formulated pursuant to the provisions
of section 178 and other applicable provisions of the Companies Act, 2013 and rules
thereto and SEBI LODR stating therein the Company''s policy and Directors/Key
Managerial Personnel/other Employees appointment and remuneration recommended
by the Nomination and Remuneration Committee and approved by the Board of
Directors. The said policy may be referred on Company''s Website. The Composition of
Nomination & Remuneration Committee is as under:

Name of Director	Designation	Position on the Committee
Harsha Hitesh Bhanshali	Non-Executive Independent Director	Chairman
Pramod Kumar Gadiya	Non-Executive Director	Member
Nitinkumar Bhawarlal Parmar	Non-Executive Independent Director	Member

The Board accepted the recommendations of the Nomination and Remuneration
Committee whenever made by the Committee during the year

Stakeholders'' Relationship Committee ensures quick redressal of the complaints of the
stakeholders and oversees the process of the share transfer. The Committee also
monitors redressal of Shareholders''. In addition, the committee also monitors other
issues including status of Dematerialization/ Rematerialization of shares issued by the
company. The Composition of Stakeholder Relationship Committee is as under:

Name of Director	Designation	Position on the Committee
Harsha Hitesh Bhanshali	Non-Executive Independent Director	Chairman
Pradeep Saremal Jain	Whole Time Director	Member
Pramod Kumar Gadiya	Non-Executive Director	Member

The Board accepted the recommendations of the Stakeholder Relationship Committee
whenever made by the Committee during the year.

16. EVALUATION OF DIRECTORS, BOARD AND COMMITTEES

The Company has devised a policy for performance evaluation of the individual
directors, Board and its Committees, which includes criteria for performance
evaluation. The Board has carried out an annual performance evaluation of its own
performance, the directors individually as well as the Evaluation of the working of the
Committees of the Board. The Board performance was evaluated based on inputs
received from all the Directors after considering criteria such as Board composition and
structure, effectiveness of Board / Committee processes, and information provided to
the Board, etc. A separate meeting of the Independent Directors was also held during
the year for the evaluation of the performance of non-independent Directors,
performance of the Board as a whole and that of the Chairman. The Nomination and
Remuneration Committee has also reviewed the performance of the individual
directors based on their knowledge, level of preparation and effective participation in
Meetings, understanding of their roles as directors, etc.

17. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND OTHER
DETAILS

Under Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration
Committee of the board has adopted a policy for appointment and remuneration and
other related matters for Directors, Key Managerial Personnel and senior management
personnel. The criteria for appointment of Board of Directors and Remuneration Policy
of your Company are placed on the website of the Company
https://www.ramchandrafinance.in.

18. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from the Independent Directors
under Section 149(7) of the Companies Act 2013 that they meet the criteria for
Independence as laid down under Section 149(6) of the Companies Act 2013 and
Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. The Company convened Independent Director''s Separate Meeting in terms of
Schedule - IV to the Companies Act, 2013 on 24^th April, 2024.

19. FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of SEBI (LODR) Regulations 2015, the Company

has put in place a familiarization programme for the Independent Directors to
familiarize them with their role, rights and responsibilities as Directors, the working of
the Company, nature of the industry in which the Company operates, business model
etc.

20. PARTICULARS OF EMPLOYEES

The statement of particulars of Appointment and Remuneration of managerial
personnel pursuant to Section - 197(12) of the Companies Act, 2013 read with Rule 5
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 are provided in the "Annexure - II"

21. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors confirm that—

a. In the preparation of the annual accounts, the applicable accounting standards
have been followed along with proper explanation relating to material departures.

b. 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 31st
March, 2025 of the profit and loss account of the company for that period.

c. The Directors have 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.

d. The Directors have prepared the annual accounts on a going concern basis.

e. The Directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.

The directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.

22. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a proper and adequate system of Internal Controls. This ensures
that all assets are safeguarded and protected against loss from unauthorized use or
disposition and those transactions are authorized, recorded and reported correctly. An
extensive programme of Internal Audits and Management reviews supplements the
process of internal control. Properly documented policies, guidelines and procedures
are laid down for this purpose.

The Internal Control System has been designed to ensure that the financial and other
records are reliable for preparing financial and other statements and for maintaining
accountability of assets. The Company has in placed adequate Internal Financial
Controls with reference to Financial Statements.

In accordance with Rule - 8(5) (viii) of Companies (Accounts) Rules, 2014, it is hereby
confirmed that the Internal Financial Controls are adequate with reference to the
Financial Statements.

23. PUBLIC DEPOSITS

The Company has not accepted any Public Deposits within the meaning of Section -
73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of

Deposits) Rules, 2014 during the year under review and there are no outstanding
deposits which are pending for repayment

24. LOAN FROM DIRECTOR:

During the financial year under review, the Company has borrowed funds from a
Director. In accordance with Rule 2(1)(c)(viii) of the Companies (Acceptance of
Deposits) Rules, 2014, the following amount is excluded from the definition of
"deposit":

Name of Person giving	Whether Director or Director''s	Amount
loan	Relative?	borrowed
Pradeep Saremal Jain	Director	Rs. 27,62,000/-

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Any Loans made, Guarantees given or investments made by Non-Banking Financial
Companies as per section 186 of the Companies Act, 2013 is the ordinary course of
action and exempted from disclosure in the Annual Report.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There are no materially significant transactions with related parties i.e., promoters,
Directors or the Management, their subsidiaries or relatives conflicting with the
Company''s interest. There is no transaction took place with related party which are
considered to be not in the normal course of Business.

The disclosure of Related Party Transactions as required under Section - 134(3)(h) of
the Companies Act, 2013 in Form AOC-2 is given in "Annexure - III" of this Report.

The details of transactions with Related Parties are also provided in the Company''s
Financial Statements in accordance with the Accounting Standards.

The policy on Related Party Transactions as approved by the Board of Directors has
been uploaded on the Company''s website https://www.ramchandrafinance.in.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN
EXCHANGE EARNINGS AND OUTGO

The Particulars regarding foreign exchange earnings and expenditure is NIL. During
the year under review your company has following Foreign Exchange Earnings and
Outgo:

Particulars	FY 2024-25	FY 2023-24
Foreign Exchange Earnings	Nil	Nil
Foreign Exchange Outgo	Nil	Nil

28. RISK MANAGEMENT POLICY IMPLEMENTATION

The board takes responsibility for the overall process of risk management in the
organization. Risk Management is the process of minimizing mitigating the risk. Its
start with identification and evaluation of risk. The Company has followed strict
approach to deal with possibility of any risk in the finance business. To Control the
Operational risk Company has taken several measures and applied strict credit
strategies. Through a detailed risk management program, each functional head
addresses opportunities and the attendant risks through a systematic approach
aligned to the Company''s objectives. The audit committee also reviews reports
covering operational, financial and other business risk areas

29. VIGIL MECHANISM

As per Section 177(9) and (10) of the Act and Regulation 22(1) of LODR, the Company
has established Vigil Mechanism for Directors and employees to report genuine
concerns. Vigil Mechanism also provides adequate safeguard against victimization of
director(s) or employee(s) and also provides for direct access to the chairperson of the
Audit Committee in appropriate and exceptional cases.

30. CORPORATE SOCIAL RESPONSIBILITY:

Your Company does not fall in the ambit of limit as specified in Section 135 of the
Companies Act, 2013, read with Rule framed there under in respect of Corporate Social
Responsibility.

31. STATUTORY AUDITOR AND STATUTORY AUDITOR''S REPORT

Pursuant to the provisions of Section - 139 of the Companies Act, 2013, read with
Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s. J.
Singh & Associates, Chartered Accountant (Firm Registration No.: 110266W) were
appointed as the Statutory Auditors of the Company in the Annual General Meeting of
the Company held on 30^th September, 2022 for term of five consecutive years to hold
office till the conclusion of the 6^th Annual General Meeting of the Company held
thereafter.

The Auditors'' Report on Standalone Financial Statements for the financial year 202 4¬
2025, issued by M/s. J. Singh & Associates, Chartered Accountants, does not contain
any qualification, observation, disclaimer, reservation or adverse remark.

M/s. J. Singh and Associates have given their resignation on 14^th August, 2025 from
the office of Statutory Auditor of the company due to pre-occupancy locally. The Board
of Directors at their meeting held on 01^st September, 2025 have appointed M/s. Goyal
Nagpal & Co. (Firm Registration No. 018289C), Chartered Accountants to fill the casual
vacancy and holds office upto the conclusion of the ensuing Annual General Meeting.

The Board of the director further recommended appointment of M/s. Goyal Nagpal &
Co., (Firm Registration No. 018289C), Chartered Accountants in the ensuing Annual
General Meeting for a term of 3 years. The consent of the Auditors along with
certificate under Section 139 of the Act have been obtained from the Auditors to the
effect that their appointment, if made, shall be in accordance with the prescribed
conditions and that they are eligible to hold the office of Auditors of the Company.

Necessary resolution for reappointment of the said Auditors is included in the Notice
of AGM for seeking approval of members.

During the year under review, no instances of fraud were reported by the Statutory
Auditors of the Company as per Section 142(12) of the Companies Act, 2013.

32. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section - 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the
Company appointed M/s. Nuren Lodaya & Associates, Practicing Company Secretaries
to conduct the Secretarial Audit of the Company for the financial year 2024-2025.

There are two qualifications, reservations, adverse remark or disclaimer in the
Secretarial Audit Report, i.e.

• Regulation 30(6): The Company did not submit the proceedings of the Annual
General Meeting within 12 hours of its conclusion, as required under the Regulation.
The Management has attributed the delay to technical issues.

Management Response: The delay in submission of the proceedings of the Annual
General Meeting within the prescribed timeline under Regulation 30(6) of SEBI
(LODR) Regulations, 2015 was due to a temporary server issue at the data storage
end, which restricted immediate access to the relevant records. Upon resolution of
the issue, the Company promptly submitted the proceedings. The lapse was
unintentional and did not cause any adverse impact on shareholders or
stakeholders. The Management has taken note of this instance and put in place
additional back-up and monitoring measures to ensure timely submission in future.

• Regulation 6(1): The Company Secretary of the Company resigned with effect from
January 19, 2024, resulting in a vacancy that lasted beyond the prescribed period
of three months. The new Company Secretary was appointed on May 20, 2024.
The Management has filed an application for waiver of fees with BSE, and no
penalty has been levied by the Exchange.

Management Response: The Company Secretary of the Company resigned with
effect from January 19, 2024, at a very short notice, resulting in a vacancy that
extended beyond the prescribed three-month period. Despite the Company''s
earnest efforts, suitable and qualified candidates could not be identified and
appointed within the timeline. A new Company Secretary was eventually appointed
on May 20, 2024. The Company has also filed an application with BSE seeking
waiver of fees for the delay, and no penalty has been levied by the Exchange. The
Management has taken note of this instance and is committed to strengthening its
succession planning and recruitment processes to avoid recurrence in future.

In compliance with Regulation 24A of the SEBI (LODR) (Third Amendment)
Regulations, 2024 and Section 204 of the Act, the Board at its meeting held on 01^st
September, 2025, based on recommendation of the Audit Committee, has approved
the appointment of M/s. Chandan J. & Associates (COP-27629), Practicing Company
Secretaries as Secretarial Auditor of the Company for a term of five consecutive years
commencing from FY 2025-26 till FY 2029- 30, subject to approval of the Members at
the ensuing AGM. The practicing Company Secretary holds a valid certificate of peer
review issued by the Institute of Company Secretaries of India and that he has not
incurred any of the disqualifications as specified under the Companies Act, 2013 and
by the SEBI.

M/s. Chandan J. & Associates is appointed at Board of Directors meeting held on 01^st
September, 2025 to conduct secretarial auditor from FY 2025-26 to FY 2029-30.

During the year under review, no instances of fraud were reported by the Secretarial
Auditors of the Company.

33. INTERNAL AUDITOR

Pursuant to the requirements of Section 138 of the Companies Act, 2013 and Rule 13
of the Companies (Accounts) Rules, 2014, and based on the recommendations of the
Audit Committee and the Nomination & Remuneration Committee, the Board of
Directors had appointed M/s. H. M Savla & Co, Chartered Accountant as an Internal
Auditor of the Company.

34. MAINTENANCE OF COST RECORDS AND COST AUDIT

The Company being a Non-Banking Financial Company, provisions relating to
maintenance of Cost Records and requirement of Cost Audit as specified under Section
148 of the Companies Act, 2013 is not applicable to the Company

35. SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY
SECRETARIES OF INDIA (ICSI)

Pursuant to the approval by the Central Government on the Secretarial Standards
issued by The Institute of Company Secretaries of India ("ICSI") on April 10, 2015,
the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General
Meetings (SS-2) came into effect from July 01, 2015. Thereafter, Secretarial Standards
were revised with effect from 01^st April, 2024. The Company adheres the provisions of
the Secretarial Standards.

36. EXTRACT OF ANNUAL RETURN

Pursuant to provisions of Section 134(3) and Section 92(3) of the Act, the details
forming the part of the extract of the Annual Return in Form MGT 7 is available on the
website of the Company www.ramchandrafinance.in.

37. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the financial year under review, as
stipulated under Regulation - 34 of SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015 is presented in a separate section forming part of
this Annual Report as "Annexure - IV".

38. CODE FOR PREVENTION OF INSIDER TRADING

During the year, Company has amended the Code of Conduct for Prevention of Insider
Trading in Securities ("Code") in accordance with SEBI (Prohibition of Insider Trading)
Amendment Regulations, 2018, which is effective from 01st April, 2019. The amended
Code is uploaded on the website of the Company. The objective of the Code is to
protect the interest of shareholders at large, to prevent misuse of any Unpublished
Price Sensitive Information (UPSI) and to prevent any insider trading activity by
dealing in shares of the Company by its Directors, Designated Persons and Employees.

39. CORPORATE GOVERNANCE

As per SEBI LODR, Compliance with the provisions of Regulation 17 through 27 and
clauses (b) to (i) of sub regulation (2) of Regulation 46 and para-C, D and E of
Schedule V is not mandatory for the time being, in respect of the following class of
Companies:

Companies having paid up Share Capital not exceeding Rs.10 crore and net worth not
exceeding Rs. 25 crores, as on the last day of the previous financial year;

The listed entity which has listed its specified securities on the SME Exchange;

As our Company falls in the ambit of the aforesaid exemption; consequently, Corporate
Governance Report does not form part of the Annual Report for the Financial Year 2024¬

25. However, the Company Complies and follows best Corporate Governance Norms
and Standards.

40. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place Anti Sexual Harassment Policy in line with the requirements
of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013. The Company has provided a safe and dignified work
environment for employee which is free of discrimination. The objective of this Policy
is to provide Protection against Sexual Harassment of Women at Workplace and for

Redressal of any such complaints of harassment.

Pursuant to requirements of Section - 22 of Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with Rules thereunder,
it is hereby declared that the Company has not received any complaint of sexual
harassment during the year under review.

41. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961,
including all applicable amendments and rules framed thereunder. The Company is
committed to ensuring a safe, inclusive, and supportive workplace for women
employees. All eligible women employees are provided with maternity benefits as
prescribed under the Maternity Benefit Act, 1961, including paid maternity leave,
nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service
conditions on the grounds of maternity. Necessary internal systems and HR policies
are in place to uphold the spirit and letter of the legislation.

42. INSIDER TRADING CODE

Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015
(as amended from time to time), the Company has formulated a Code of Practices and
Procedures for Fair Disclosure of Unpublished Price Sensitive Information (''Fair
Disclosure Code'') which are in force. The Fair Disclosure Code is available on the
website of the Company at https://www.ramchandrafinance.in.

43. LISTING OF SECURITIES

The Company''s Securities are currently listed and traded on Bombay Stock Exchange
Limited and Listing Fees for Financial Year 2023-24 has been duly paid. The Scrip Code
of Company is: 538540 and Symbol of the Company is: RLFL.

44. DETAILS OF APPLICATION MADE OR PROCEEDING UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016

During the year under review, there were no applications made or proceedings pending
in the name of the Company under the Insolvency and Bankruptcy Code, 2016.

45. RESERVE BANK OF INDIA (RBI) GUIDELINES

As Non-Deposit taking Non-Banking Finance Company, The Company always aims to
operate in compliance with applicable RBI laws and regulations and employs its best
efforts towards achieving the same.

46. CAUTIONARY STATEMENT

Statements in Annual Report, including those which relate to Management Discussion
and Analysis, describing the Company''s objectives, projections, estimates and
expectations, may constitute ''forward looking statements'' within the meaning of
applicable Laws and Regulations. Although the expectations are based on reasonable
assumptions, the actual results might differ.

47. ACKNOWLEDGMENT

Your directors would like to express their appreciation for the assistance and co-

operation received from the Company''s Customers, Vendors, Bankers, Auditors,
Investors, Government Authorities and Stock Exchange during the year under review.
Your directors place on records their appreciation of the contributions made by
employee at all levels. Your Company''s consistent growth was made possible by their
hard work, solidarity, co-operation and support

By order of Board of Director
For Ramchandra Leasing and Finance Limited
Sd/- Sd/-

Pradeep Saremal Jain Harsha Hitesh Bhanshali
Place: Vadodara Whole-Time Director Director

Date: 01/09/2025 DIN: 03363790 DIN: 08522254

1

Mr. Dhiraj Kumar Jha was appointed for the position of Company Secretary and
Compliances officer of the Company with effect from 04^th August, 2025.

2

Ms. Aditi Garg has resigned for the position of Company Secretary and Compliance
Officer of the Company with effect from 31^st July, 2025.

In accordance with the provisions of section 152 of the Companies Act, 2013 and the
Articles of Association of the company, Mr. Pramod Kumar Gadiya, Director retires by
rotation at the ensuing Annual General Meeting and become eligible, offers herself for
re-appointment. Mrs. Harsha Bhanshali (DIN: 08522254), whose first five-year term
as Independent Director ends on 10^th November, 2025, is eligible for re-appointment.
Based on her performance and contributions, the Board has recommended her re¬
appointment for a second term from 10^th November, 2025 to 10^th November, 2030.
The Board of Directors recommends their re-appointment which has been annexed to
this report as "Annexure - I".

---

Mar 31, 2024

Your directors have pleasure in presenting the 31^st Annual Report on the Business and
Operations of the Company and the Audited Financial Statement for the Financial Year
ended March 31, 2024.

1. FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars	For the Year ended 31st March, 2024	For the Year ended 31st March, 2023
Revenue From Operations	46.27	47.24
Other Income	-	-
Total Income	46.27	47.24
Total Expense	44.42	45.34
Profit before Finance Cost and Depreciation	1.85	1.90
Less: Finance Cost	-	-
Profit before Depreciation	1.85	1.90
Less: Depreciation	0.09	0.13
Profit/(Loss) before Tax	1.76	1.77
Provision for Tax
Current Tax	0.12	0.39
Deferred Tax	-	-
Tax for Earlier Year	-	-
Profit/(Loss) for the year	1.64	1.38

2. FINANCIAL PERFORMANCE AND OPERATIONAL REVIEW

Turnover of the Company has reduced to Rs. 46.27 Lakhs in the Current Year as compared
to Rs. 47.24 Lakhs in the Previous Year.

The Profit before tax has decreased to Rs. 1.76 Lakhs in the Current Year as compared to
Rs. 1.77 Lakhs in the Previous Year.

The Net Profit after tax has increased to Rs. 1.64 Lakhs in the Current Year as compared
to Rs. 1.38 Lakhs in the Previous Year.

3. DIVIDEND

The Board of Directors ("Board") after assessing the performance, capital position,
solvency and liquidity levels of the Company and in order to conserve the resources of
Company, your directors do not recommend any dividend.

4. TRANSFER TO RESERVES

The Company had profits Rs. 1.64 Lakhs as at March 31, 2024. An amount of Rs. 1.64
Lakhs is proposed to be retained in the Profit & Loss Account.

5. CHANGE IN THE NATURE OF BUSINESS

During the financial year, there has been no change in the business of the Company or in
the nature of business carried by the Company during the financial year under review.

6. SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 5,50,00,000/-. The Issued, Subscribed
and Paid-up Equity Share Capital of the Company as on 31st March, 2024, was Rs.
5,11,62,000/- comprising 5,11,62,000 Equity Shares of Rs.1/- each. There were no
changes in the share capital during the year.

• BUY BACK OF SECURITIES:

The Company has not bought back any of its securities during the year under review.

• SWEAT EQUITY:

The Company has not issued any Sweat Equity Shares during the year under review.

• BONUS SHARES:

No Bonus Shares were issued during the year under review.

• EMPLOYEES STOCK OPTION PLAN:

The Company has not provided any Stock Option Scheme to the employees.

7. MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments affecting the financial position of the
Company which have occurred between the end of the financial year of the Company to
which financial statement relate and the date of the Report

8. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

As on 31st March, 2024 your Company does not have any Subsidiary, Associate or Joint
Venture Companies.

9. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS

There are no significant and material orders passed by the regulators or courts or tribunals
impacting the going concern status or company''s operation in future.

10. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

List of Directors:

Name of Director	DIN	Designation
Pradeep Saremal Jain	03363790	Whole Time Director
Harsha Hitesh Bhanshali	08522254	Non-Executive Independent Director
Pramod Kumar Gadiya	02258245	Non-Executive Non-Independent Director

Nitinkumar Bhawarlal Parmar

07551010

Non-Executive Independent Director

List of Key Managerial Personnel:

Name	Designation
Urja Pradeep Jain	Chief Financial Officer (CFO)
Aditi Garg*	Company Secretary & Compliance Officer
Rachna Jajoo**	Company Secretary & Compliance Officer

*Ms. Aditi Garg was appointed for the position of Company Secretary and Compliances
officer of the Company with effect from 20^th May, 2024.

**Ms. Rachna Jajoo has resigned for the position of Company Secretary and Compliance
Officer of the Company with effect from 05^th January 2024.

In accordance with the provisions of section 152 of the Companies Act, 2013 and the
Articles of Association of the company, Mr. Pramod Kumar Gadiya, Director retires by
rotation at the ensuing Annual General Meeting and become eligible, offers herself for re¬
appointment. Additionally, in accordance with Section 196,197 and 203 of the Companies
Act, 2013 read with Schedule V, Mr. Pradeep Saremal Jain is being re-appointed as Whole¬
Time Director for 5 years with effect from 23^rd September, 2024.The Board of Directors
recommends their re-appointment which has been annexed to this report as "Annexure
- I".

None of the Directors is disqualified for Appointment/ Re-Appointment under Section - 164
of the Companies Act, 2013. As required by the law, this position is also reflected in the
Auditor''s Report

11. NUMBER OF THE MEETING OF THE BOARD OF DIRECTORS

During the Financial year 2023-24 total 7 (Seven) Board Meetings were held:

Sr. No	Date of Meeting	Board Strength	No. of Directors Present
1.	15/04/2023	4	4
2.	30/05/2023	3	3
3.	14/08/2023	4	4
4.	30/08/2023	4	4
5.	10/11/2023	4	4
6.	19/01/2024	4	4
7.	13/02/2024	4	4

The periodicity between two Board Meetings was within the maximum time gap as
prescribed in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
/ Companies Act, 2013

12. ATTENDANCE OF DIRECTORS

Attendance of Directors at the Board Meetings held during the financial year ended 31st
March, 2024 and at last AGM are as under:

Name of Director		Category	No. of Board Meeting		Attendance
			Held	Attended	at the last AGM held on 23/09/2023
Pradeep Jain	Saremal	Whole Time Director	7	7	Yes
Harsha Bhanshali	Hitesh	Non-Executive Independent Director	7	7	Yes
Pramod Gadiya	Kumar	Non-Executive Independent Director	7	7	Yes
Nitinkumar Bhawarlal	Pa rmar	Non-Executive Independent Director	5	5	Yes
Aniket Sanghvi	Mukesh	Non-Executive Independent Director	1	1	No

Attendance of Directors at the Committee Meetings held during the financial year ended
31st March, 2024:

Name of Director	Audit Committee Meeting		Nomination & Remuneration Committee Meeting		Stakeholder Relationship Committee Meeting
	Held	Attended	Held	Attended	Held	Attended
Pradeep Saremal Jain	6	6	4	4	4	4
Harsha Hitesh Bhanshali	6	6	4	4	4	4
Pramod Kumar Gadiya	6	6	4	4	4	4

13. COMMITTEES

Your Company has duly constituted the following mandatory Committees in terms of the
provisions of the Companies Act, 2013 read with rules framed thereunder viz.:

? Audit Committee:

The Audit Committee of the Board of Directors meets the criteria laid down under Section
177 of the Companies Act, 2013, read with Regulation 18 of Securities and Exchange Board
of India (Listing Obligation and Disclosure Requirement) Regulation, 2015 in the terms of
reference to the Audit Committee. The Committee inter alia reviews the Internal Control
System, Scope of Internal Audits, Reports of Internal Auditors, Key Audit Matters presented
by the Statutory Auditors and

Compliance of various regulations. The Committee also reviews the financial statements
before they are placed before the Board of Directors. The Composition of Audit Committee
is as under:

Name of Director	Designation	Position on the Committee
Harsha Hitesh Bhanshali	Non-Executive Independent Director	Chairman
Pradeep Saremal Jain	Whole Time Director	Member
Pramod Kumar Gadiya	Non-Executive Non-Independent Director	Member

The Board accepted the recommendations of the Audit Committee whenever made by the
Committee during the year

? Nomination and Remuneration Committee:

A Nomination & Remuneration policy has been formulated pursuant to the provisions of
section 178 and other applicable provisions of the companies act, 2013 and rules thereto
and SEBI LODR stating therein the Company''s policy and Directors/Key Managerial
Personnel/other Employees appointment and remuneration recommended by the
Nomination and Remuneration Committee and approved by the Board of Directors. The
said policy may be referred on Company''s Website. The Composition of Nomination &
Remuneration Committee is as under:

Name of Director	Designation	Position on the Committee
Pramod Kumar Gadiya	Non-Executive Non-Independent Director	Chairman
Pradeep Saremal Jain	Whole Time Director	Member
Harsha Hitesh Bhanshali	Non-Executive Independent Director	Member

The Board accepted the recommendations of the Nomination and Remuneration Committee
whenever made by the Committee during the year

? Stakeholders'' Relationship Committee:

Stakeholders'' Relationship Committee ensures quick redressal of the complaints of the
stakeholders and oversees the process of the share transfer. The Committee also monitors
redressal of Shareholders''. In addition, the committee also monitors other issues including
status of Dematerialization/ Rematerialization of shares issued by the company. The
Composition of Stakeholder Relationship Committee is as under:

Name of Director	Designation	Position on the Committee
Pradeep Saremal Jain	Whole Time Director	Chairman
Harsha Hitesh Bhanshali	Non-Executive Independent Director	Member
Pramod Kumar Gadiya	Non-Executive Non-Independent Director	Member

The Board accepted the recommendations of the Stakeholder Relationship Committee
whenever made by the Committee during the year.

14. EVALUATION OF DIRECTORS, BOARD AND COMMITTEES

The Company has devised a policy for performance evaluation of the individual directors,
Board and its Committees, which includes criteria for performance evaluation. The Board
has carried out an annual performance evaluation of its own performance, the directors
individually as well as the Evaluation of the working of the Committees of the Board. The
Board performance was evaluated based on inputs received from all the Directors after
considering criteria such as Board composition and structure, effectiveness of Board /
Committee processes, and information provided to the Board, etc. A separate meeting of
the Independent Directors was also held during the year for the evaluation of the
performance of non-independent Directors, performance of the Board as a whole and that
of the Chairman. The Nomination and Remuneration Committee has also reviewed the
performance of the individual directors based on their knowledge, level of preparation and
effective participation in Meetings, understanding of their roles as directors, etc.

15. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND OTHER
DETAILS

Under Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration
Committee of the board has adopted a policy for appointment and remuneration and other
related matters for Directors, Key Managerial Personnel and senior management
personnel.

The criteria for appointment of Board of Directors and Remuneration Policy of your
Company are placed on the website of the Company https://www.ramchandrafinance.in.

16. DECLARATION ON INDEPENDENCE OF DIRECTORS

All Independent Directors have given declaration of compliance of Rule - 6(1) & (2) of
Companies (Appointment and Qualifications of Directors) Rules, 2014 as amended along
with the declaration that they meet the Criteria of Independence as laid down under Section
- 149(6) of the Companies Act, 2013.

The Company convened Independent Director''s Separate Meeting in terms of Schedule -
IV to the Companies Act, 2013 on 09th February, 2023.

17. FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of SEBI (LODR) Regulations 2015, the Company has
put in place a familiarization programme for the Independent Directors to familiarize them
with their role, rights and responsibilities as Directors, the working of the Company, nature
of the industry in which the Company operates, business model etc.

18. PARTICULARS OF EMPLOYEES

The statement of particulars of Appointment and Remuneration of managerial personnel
pursuant to Section - 197(12) of the Companies Act, 2013 read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
provided in the "Annexure - II"

19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors confirm that—

a. In the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures.

b. 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 31 March,
2024 of the profit and loss account of the company for that period.

c. The Directors have 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.

d. The Directors have prepared the annual accounts on a going concern basis.

e. The Directors had laid down internal financial controls to be followed by the company
and that such internal financial controls are adequate and were operating effectively.

The directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

20. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a proper and adequate system of Internal Controls. This ensures that all
assets are safeguarded and protected against loss from unauthorized use or disposition
and those transactions are authorized, recorded and reported correctly. An extensive
programme of Internal Audits and Management reviews supplements the process of
internal control. Properly documented policies, guidelines and procedures are laid down for
this purpose.

The Internal Control System has been designed to ensure that the financial and other
records are reliable for preparing financial and other statements and for maintaining
accountability of assets. The Company has in placed adequate Internal Financial Controls
with reference to Financial Statements.

In accordance with Rule - 8(5) (viii) of Companies (Accounts) Rules, 2014, it is hereby
confirmed that the Internal Financial Controls are adequate with reference to the Financial
Statements.

21. PUBLIC DEPOSITS

The Company has not accepted any Public Deposits within the meaning of Section - 73 to
76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules,
2014 during the year under review and there are no outstanding deposits which are
pending for repayment

22. LOAN FROM DIRECTOR:

During the financial year under review, the Company has borrowed any amount from the
Directors or their relative.

Accordingly, the following amount(s) is /are excluded from the definition of Deposit as per
Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014:

Name of Person giving loan	Whether Director or Director''s Relative?	Amount borrowed
Pradeep Jain	Director	2,23,100

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Any Loans made, Guarantees given or investments made by Non-banking Financial
Companies as per section 186 of the Companies Act, 2013 is the ordinary course of action
and exempted from disclosure in the Annual Report.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There are no materially significant transactions with related parties i.e., promoters,
Directors or the Management, their subsidiaries or relatives conflicting with the Company''s
interest. There is no transaction took place with related party which are considered to be
not in the normal course of Business.

The disclosure of Related Party Transactions as required under Section - 134(3)(h) of the

Companies Act, 2013 in Form AOC-2 is given in "Annexure - III" of this Report.

The details of transactions with Related Parties are also provided in the Company''s
Financial Statements in accordance with the Accounting Standards.

The policy on Related Party Transactions as approved by the Board of Directors has been
uploaded on the Company''s website https://www.ramchandrafinance.in.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO

The Particulars regarding foreign exchange earnings and expenditure is NIL. During the
year under review your company has following Foreign Exchange Earnings and Outgo:

	FY 2023-24	FY 2022-23
Foreign Exchange Earnings	Nil	Nil
Foreign Exchange Outgo	Nil	Nil

26. RISK MANAGEMENT POLICY IMPLEMENTATION

The board takes responsibility for the overall process of risk management in the
organization. Risk Management is the process of minimizing mitigating the risk. Its start
with identification and evaluation of risk. The Company has followed strict approach to deal
with possibility of any risk in the finance business. To Control the Operational risk Company
has taken several measures and applied strict credit strategies. Through a detailed risk
management program, each functional head addresses opportunities and the attendant
risks through a systematic approach aligned to the Company''s objectives. The audit
committee also reviews reports covering operational, financial and other business risk
areas

27. VIGIL MECHANISM

As per Section 177(9) and (10) of the Act and Regulation 22(1) of LODR, the Company has
established Vigil Mechanism for Directors and employees to report genuine concerns. Vigil
Mechanism also provides adequate safeguard against victimization of director(s) or
employee(s) and also provides for direct access to the chairperson of the Audit Committee
in appropriate and exceptional cases.

28. CORPORATE SOCIAL RESPONSIBILITY:

Your Company does not fall in the ambit of limit as specified in Section 135 of the
Companies Act, 2013, read with Rule framed there under in respect of Corporate Social
Responsibility.

29. STATUTORY AUDITOR AND STATUTORY AUDITOR''S REPORT

Pursuant to the provisions of Section - 139 of the Companies Act, 2013, read with
Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s. J. Singh
& Associates, Chartered Accountant (Firm Registration No.: 110266W) were appointed as
the Statutory Auditors of the Company in the Annual General Meeting of the Company held
on 30^th September, 2022 for term of five consecutive years to hold office till the conclusion
of the 6th Annual General Meeting of the Company held thereafter.

The Auditors'' Report on Standalone Financial Statements for the financial year 2023-2024,
issued by M/s. J. Singh & Associates, Chartered Accountants, does not contain any
qualification, observation, disclaimer, reservation or adverse remark.

During the year under review, no instances of fraud were reported by the Statutory
Auditors of the Company as per Section 142(12) of the Companies Act, 2013.

30. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section - 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the
Company appointed M/s. Nuren Lodaya & Associates, Practicing Company Secretaries to
conduct the Secretarial Audit of the Company for the financial year 2023-2024.

There is one qualifications, reservations, adverse remark or disclaimer in the Secretarial
Audit Report, i.e.

• Pursuant to Regulation 3(5) and 3(6) of SEBI (PIT) Regulations, 2015 which inter alia
required SDD to be maintained by the company. The Company has submitted the SDD
Certificate with a delay of single day.

Management Response: The SDD Certificate was prepare and signed by 21^st July,
2023. However, due to technical issues with our database server the filing of SDD
Certificate was delayed by 1 day. We have taken corrective actions to address this
problem, including enhancing our server reliability and refining our submission
processes to prevent future delays. We remain committed to complying with all
regulatory requirements and appreciate your understanding.

During the year under review, no instances of fraud were reported by the Secretarial
Auditors of the Company.

31. INTERNAL AUDITOR

The Company had appointed M/s. H M Savla & Co, Chartered Accountant as an Internal
Auditor of the Company.

32. SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY
SECRETARIES OF INDIA (ICSI)

Pursuant to the approval by the Central Government on the Secretarial Standards issued
by The Institute of Company Secretaries of India ("ICSI") on April 10, 2015, the Secretarial
Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came
into effect from July 01, 2015. Thereafter, Secretarial Standards were revised with effect
from October 01, 2017. The Company follows the Secretarial Standards.

33. ANNUAL RETURN

Pursuant to provisions of Section 134(3) and Section 92(3) of the Act, the Draft Annual
Return of the Company for the Financial Year ended March 31, 2023 is uploaded on website
of the Company at www.ramchandrafinance.in/annual-return

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the financial year under review, as
stipulated under Regulation - 34 of SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015 is presented in a separate section forming part of this Annual Report as
"Annexure - IV".

35. CODE FOR PREVENTION OF INSIDER TRADING

During the year, Company has amended the Code of Conduct for Prevention of Insider
Trading in Securities ("Code") in accordance with SEBI (Prohibition of Insider Trading)

Amendment Regulations, 2018, which is effective from 01st April, 2019. The amended
Code is uploaded on the website of the Company. The objective of the Code is to protect
the interest of shareholders at large, to prevent misuse of any Unpublished Price Sensitive
Information (UPSI) and to prevent any insider trading activity by dealing in shares of the
Company by its Directors, Designated Persons and Employees.

36. CORPORATE GOVERNANCE

As per SEBI LODR, Compliance with the provisions of Regulation 17 through 27 and clauses
(b) to (i) of sub regulation (2) of Regulation 46 and para-C, D and E of Schedule V is not
mandatory for the time being, in respect of the following class of Companies:

Companies having paid up Share Capital not exceeding Rs.10 crore and net worth not
exceeding Rs. 25 crores, as on the last day of the previous financial year;

The listed entity which has listed its specified securities on the SME Exchange;

As our Company falls in the ambit of the aforesaid exemption; consequently, Corporate
Governance Report does not form part of the Annual Report for the Financial Year 2023-24.
However, the Company Complies and follows best Corporate Governance Norms and
Standards.

37. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place Anti Sexual Harassment Policy in line with the requirements of
the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal)
Act, 2013. The Company has provided a safe and dignified work environment for employee
which is free of discrimination. The objective of this Policy is to provide Protection against
Sexual Harassment of Women at Workplace and for Redressal of any such complaints of
harassment.

Pursuant to requirements of Section - 22 of Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 read with Rules thereunder, it is hereby
declared that the Company has not received any complaint of sexual harassment during
the year under review.

38. INSIDER TRADING CODE

Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 (as
amended from time to time), the Company has formulated a Code of Practices and
Procedures for Fair Disclosure of Unpublished Price Sensitive Information (''Fair Disclosure
Code'') which are in force. The Fair Disclosure Code is available on the website of the
Company at https://www.ramchandrafinance.in.

39. LISTING OF SECURITIES

The Company''s Securities are currently listed and traded on Bombay Stock Exchange
Limited and Listing Fees for Financial Year 2023-24 has been duly paid. The Scrip Code of
Company is: 538540 and Symbol of the Company is: RLFL.

40. DETAILS OF APPLICATION MADE OR PROCEEDING UNDER INSOLVENCY AND
BANKRUPTCY CODE. 2016

During the year under review, there were no applications made or proceedings pending in
the name of the Company under the Insolvency and Bankruptcy Code, 2016.

41. RESERVE BANK OF INDIA (RBI) GUIDELINES

As Non-Deposit taking Non-Banking Finance Company, The Company always aims to
operate in compliance with applicable RBI laws and regulations and employs its best efforts
towards achieving the same.

42. CAUTIONARY STATEMENT

Statements in Annual Report, including those which relate to Management Discussion and
Analysis, describing the Company''s objectives, projections, estimates and expectations,
may constitute ''forward looking statements'' within the meaning of applicable Laws and
Regulations. Although the expectations are based on reasonable assumptions, the actual
results might differ.

43. ACKNOWLEDGMENT

Your directors would like to express their appreciation for the assistance and co-operation
received from the Company''s Customers, Vendors, Bankers, Auditors, Investors,
Government Authorities and Stock Exchange during the year under review. Your directors
place on records their appreciation of the contributions made by employee at all levels.
Your Company''s consistent growth was made possible by their hard work, solidarity, co¬
operation and support

By order of Board of Director
For Ramchandra Leasing and Finance Limited
Sd/- Sd/-

Pradeep Saremal Jain Harsha Hitesh Bhanshali
Place: Vadodara Director Director

Date: 31/08/2024 DIN: 03363790 DIN: 08522254

---

Mar 31, 2015

To the Members of,

Ramchandra Leasing and Finance Limited

The Directors have pleasure to present their 22nd Annual Report and the audited Annual Accounts for the year ended 31st March, 2015.

Financial Results

Particulars (in Rupees) (in Rupees) Current Year Previous Year 2014-15 2013-14

Total Income 2,150,902 4,141,938

Total Expense 1,638,504 3,789,176

Profit before Finance Cost and Depreciation 512,398 352,762

Less : Finance Cost 0 0

Profit before Depreciation 512,398 352,762

Less : Depreciation 260,05 292,518

Profit/(Loss) before Tax 252,346 60,244

Provision for Tax Current Tax 75,703 18,073

Deferred Tax 20,220 23,710

Tax For earlier Years 0 0

Balance of Profit/ (Loss) for the year 156,423 18,461

Balance Brought forward from the Previous year 1,193,184 1,174,723

Amount available for appropriation 1,349,607 1,193,184

Proposed Dividend 0 0

Tax on proposed Dividend 0 0

Balance Profit/(Loss) carried to Balance Sheet 1,349,607 1,193,184

Performance Review:

During the year under review the focus was shifted to secure based funding irrespective of decrease in gross total income, consequently the total income reduced from 21.50 lacs as compared to 41.41 lacs for the previous year. The Profit before tax however increased from 0.60 lacs to 2.52 lacs and net profit stood at 1.56 lacs for the year 2014-15.

Dividend:

No dividend recommended by the Board of directors in view of limited profit for the Financial Year ended 31st March, 2015

Directors' Responsibility Statement:

The directors report that

1. In the preparation of the annual accounts, the applicable accounting standards have 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 31st March, 2015 and of the profit and loss account of the company for that period.

3. The Directors have 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 annual accounts on a going concern basis.

5. The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

6. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Reserve Bank of India (RBI) Guidelines:

As a systematically important Non Deposit taking Non-Banking Finance Company, The Company always aims to operate in compliance with applicable RBI laws and regulations and employs its best efforts towards achieving the same.

Management Discussion and Analysis Report:

A detailed discussion on the Company's operations is presented in the chapter on Management Discussion and Analysis, which forms part of this Annual Report.

Corporate Governance:

As required by Clause 49 of the Listing Agreement with the Stock Exchanges where the Company's securities are listed, the Corporate Governance Report, Management Discussion and Analysis, and the Auditor's Certificate regarding compliance of conditions of Corporate Governance, form part of the Annual Report. Moreover, it has always been a constant Endeavour of the Company to adopt good corporate governance code through independent

Board, transparent disclosures and shareholders empowerment for creating and sustaining shareholder value.

Deposits:

The Company has not invited or accepted any fixed deposit from the public during the year under review.

Secretarial Audit:

Secretarial Audit Report as per Section 204 of Companies Act 2013 is placed as annexure to this report. No adverse comments have been made in the said report by the Practising Company Secretary.

Extracts of Annual Return and other disclosures under Companies (appointment & Remuneration) Rules, 2014:

The Extract of Annual Return in form No. MGT-9 as per Section 134 (3)(a) of the Companies Act, 2013 read with Rule 8 of Companies Act (Accounts) Rules 2014 and Rule 12 of Companies (Management & Administration) Rules, 2014 duly certified by the Practising Company Secretary is annexed hereto and forms part of this report. Further the Disclosure in the Board Report under Rule 5 of Companies (Appointment & Remuneration) Rules, 2014 is also annexed hereto and forms part of this report.

Declaration on Independent Directors'

The Board of Directors declare that the Independent Directors Mr. Devendrasinh D Umat and Mrs. Madhubala Kishor Sen are:

(a) in the opinion of the Board, are persons of integrity and possesses relevant expertise and experience;

(b) (i) who were or were not a promoter of the company or its holding, subsidiary or associate company

(ii) who are not related to promoters or directors in the company, its holding, subsidiary or associate Company;

(c) Who have or had no pecuniary relationship with the company, its holding, subsidiary or associate company or their promoters or directors, during the two immediately preceding financial years or during the current financial year;

(d) None of whose relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company or their promoters, or directors, amounting to two percent or more of its gross turnover of total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

(e) Who, neither himself nor any of his relatives

(i) holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial year immediately preceding the financial year in which he is proposed to be appointed;

(ii) is or has been an employee or propriety or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of

(A) a firm of auditors or company secretaries in practice or cost auditors or the company or its holding, subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten percent or more of the gross turnover of such firm;

(iii) holds together with his relative two per cent, or more of the total voting power of the company; or

(iv) is a Chief Executive or director, by whatever name called, of any non-profit organization that receives twenty-five percent or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company; or

(f) who possesses such other qualification as may be prescribed. Particulars of Loans, guarantees or investments:

The particulars of Loans, Guarantees or investments as covered under provision of section 186 of the Companies Act, 2013 made by the company during financial year 2014-15 are given under the respective head and the same is furnished in the notes to the financial statement.

Related Party Transactions:

There are no materially significant actions with related parties i.e., promoters, Directors or the Management, their subsidies conflicting with the Company's interest. There are no transaction took place with related party which are considered to be not in the normal course of Business.

Particulars of Employees:

None of the Employees of the company was in receipt of the remuneration exceeding the limits prescribed under section 197 of the Companies Act, 2013 as amended, during the year under review.

Conservation of Energy, technology absorption, foreign exchange earnings and outgo:

The Particulars regarding foreign exchange earnings and expenditure is NIL.

Since your company does not own any manufacturing facility, the other particulars in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable.

Risk Management Policy implementation:

In today's economic environment, Risk Management is a very important part of business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. Your Company's risk management is embedded in the business processes. The company has identified the following risks:

Risk of Bad Debts (Non-Performing Assets): The risk of NPA is always a pertinent part of the lending business. There is always a chance that accounts become bad due to fall or collapse in the value of the asset against which funds have been advanced due to a variety of reasons. However, in our case, the Company has put in place strong asset verification and valuation processes.

Interest Rates: The volatility in interest rates with Reserve Bank of India resorted to change the interest rates and possibility of increase in interest rate leads to default in re- payment. The management focusing strictly on global clues and prudent norms for landing to tackle default by debtors.

Risk of Competition: With globalization and continuous flow of private as well as international institution in the finance market the risk of competition in any business, and the finance business is no different. We believe that competition spurs our team to innovate without losing sight of the customer needs, the need for safety of funds deployed and the need to ensure commensurate returns.

Global Economic Uncertainties: The international (events affect all financial markets of the world, and India is also affected. The affect was clearly felt in the previous year as the Indian Rupee continued to remain weak due to the crisis in Euro-zone. This may results into to stay- away attitude by foreign investors, volatility in crude price, inflation which may turned into further stress on finance market. Company there for focusing on investing its funds in assets that are fully secured and that will have least impact of global uncertainty.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. During the financial year 2014-15, the Company has not received any complaint on sexual harassment.

Directors:

1. Rotation of Director:

In accordance with Section 152 and other applicable provisions of Companies Act, 2013, Mr. Dipeshbhai Ravjibhai Patel (DIN: 06692318), Director of the Company, retires by rotation at this Annual General Meeting and being eligible offer himself for re-appointment.

2. Resignation of Directors:

As per the provisions of section 168 of the Companies Act, 2013 during the year the following

Three Directors had resigned from the Company:

A. Mr. Mukesh Patel - Resigned w.e.f. 29th January, 2015

B. Mr. Chandrakant Joshi - Resigned w.e.f. 13th February, 2015

C. Mr. Ripul Kotecha - Resigned w.e.f. 30th March, 2015

Auditors:

M/s. Jayesh Patel & Co., Chartered Accountants Ahmedabad, the retiring Auditors of the Company be and are hereby re-appointed as Statutory Auditors of the Company pursuant to section 139(2) of the Companies Act, 2013 to hold office from the conclusion of this Annual General Meeting (AGM) until the conclusion of the next AGM (subject to ratification by members at every AGM held after this AGM) and that the Board of Directors be and is hereby authorized to fix the remuneration as may be recommended by the Audit Committee in consultation with the Auditors. The explanation given in Auditor's report and notes on accounts are self-explanatory and do not call for any comments.

Acknowledgment:

The Board of Directors wishes to place on record its appreciation for the cooperation extended by Banks, Government Authorities, Customers, Shareholders and Employees of the Company and looks forward to a continued mutual support and co-operation.

Registered Office:

7, 2nd Floor, Gayatri Complex, for Ramchandra Leasing & Finance Limited

Station Road,

Visnagar - 384315 SD/-

Date: 13th August, 2015 Pradip Jain

'(Whole Time Director)

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Mar 31, 2014

Dear members,

The Directors present this 21stAnnual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2014.

Financial Results

Particulars (in Rupees) (in Rupees) Current Previous Year 2013- Year 2012- 14 13

Total Income 4,141,938 3,678,928

Total Expense 3,789,176 2,274,345

Profit before Finance Cost and Depreciation 352,762 1,404,583

Less : Finance Cost 0 0

Profit before Depreciation 352,762 1,404,583

Less : Depreciation 292,518 334,407

Profit/(Loss) before Tax 60,244 1,070,176

Provision for Tax Current Tax 18,073 321,052 Deferred Tax 23,710 28,447 Tax For earlier Years 0 0

Balance of Profit/(Loss) for the year 18,461 720,677

Balance Brought forward from the Previous year 1,174,723 454,046

Amount available for appropriation 1,193,184 1,174,723

Proposed Dividend 0 0

Tax on proposed Dividend 0 0

Balance Profit/(Loss) carried to Balance 1,193,184

Sheet 1,174,723

OPERATIONS

The economic slowdown persisting for last couple of years continued in the year of 2013- 2014. Both the economic environment and financial sector remains subdued throughout the year and therefore The Company has taken necessary actions and initiatives to continue its Business Operations without much change to avoid Risk factors for a small gain. The Annual growth in GDP during 2013-14 is estimated at 4.9 per cent as compared to the growth rate of 4.5 per cent in 2012-13. The latest estimate of 4.9 per cent for 2013-14 implies that the pace of economic expansion improved in the second half, given that GDP grew 4.6 per cent in the April-September period. However, in seven of the last eight quarters, India''s GDP has grown at less than 5% - hit by a toxic mix of high inflation, costly loan rates and poor services and industrial sector growth. The other important factor, inflation measured by the Wholesale Price Index is around 5.5% for the year 2013-14. Besides, high inflation has prompted the Reserve Bank to raise lending rates.

During the year The company has earned net profit of Rs.18,461/- as compared to Rs.7,20,677/- in previous year. Your directors are taking various initiatives for overall better performance and optimistic for the years to come. The details of financial performance of the Company are appearing in the Balance Sheet and Profit & Loss Account for the year.

FUTURE OUTLOOK

The Company has taken necessary steps and initiatives on the part of operations of the company depends upon certain factors such as Supply and Demand, Economic Conditions, Market Factors, Governments and Political Factors, Legal Factors, Financial, Risk & Evaluation etc. However, the major focus of the Company remains on Inflation and the twin deficits i.e. Fiscal and Current Account. Therefore, the Company believes with sound Risk management and strong capital adequacy ratio for future growth, new opportunities and to meet the challenges.

DIVIDEND

No dividend recommended by the Board of directors in view of limited profit for the Financial Year ended 31st March, 2014

DIRECTOR

1. Rotation of Director:

In accordance with Section 257 of the Companies Act, 1956 and Section 152 and other applicable provisions of Companies Act, 2013, Mr. Chandrakant Ramchandra Joshi (DIN:06694293), Director of the Company, retires by rotation at this Annual General Meeting and being eligible offer himself for re-appointment.

2. Change in Designation of Director

In accordance with the provisions of Section 196,197 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the approval of the Company be and is hereby accorded for appointment of Mr. Pradip Saremal Jain (DIN: 03363790) as Whole Time Director of the Company for a period of 3 (three) years with effect from 8th August, 2014 whose office shall not be liable to retire by rotation as recommended and approved by the Remuneration Committee and Audit Committee in their respective meetings held on 8th August, 2014 on the terms & conditions as mentioned in the Explanatory Statement annexed to the notice.

In accordance with the applicable provisions of the Companies Act, 2013 Mr. Dipeshbhai Ravjibhai Patel has Re-designated as a Regular Director of the Company instead of Whole Time Director w.e.f 8th August, 2014

3. Resignation of Directors

As per the provisions of section 168 of the Companies Act, 2013 Mr. Rameshkumar Patel, and Mr. Navinbhai Patel, Director(s) of the Company resigned from the services of the Company effective from 7th July, 2014. The Board places on record its appreciation for the Services rendered by Mr. Rameshkumar Patel, and Mr. Navinbhai Patel, to the Board and the Company.

Based on the confirmations received, none of the Directors are disqualified for appointment under Section 274(1)(g) of the Companies Act, 1956 and Section 164(2) of Companies Act, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Your directors'' confirm:

I. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure.

II. That the directors have selected such accounting policies & applied them consistently & made judgment & estimates that are reasonable & prudent so as to give a true & fair view of the state of affairs of the company at the end of the financial year & of the Profit of the company for the year ended on 31st march, 2014

III. That the directors have taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company & for preventing & detecting fraud & other irregularities.

IV. That the directors have prepared the annual accounts on a going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed discussion on the Company''s operations is presented in the chapter on Management Discussion and Analysis, which forms part of this Annual Report.

Reserve Bank of India (RBI) Guidelines

As a systematically important Non Deposit taking Non-Banking Finance Company, your Company always aims to operate in compliance with applicable RBI laws and regulations and employs its best efforts towards achieving the same.

CORPORATE GOVERNANCE REPORT

The Company has implemented all the provisions of the Corporate Governance as stipulated by Clause 49 of the listing agreements with all the stock exchanges where the Company''s securities are listed. It has always been a constant Endeavour of the Company to adopt good corporate governance code through independent Board, transparent disclosures and shareholders empowerment for creating and sustaining shareholder value. A separate section on Corporate Governance along with a certificate from the auditors of the Company certifying compliance of stipulations of Clause 49 of listing agreements with the stock exchanges with regards to the Corporate Governance code is present elsewhere.

DEPOSITS

The Company has not invited or accepted any fixed deposit from the public during the year under review.

AUDITORS

M/s Jayesh B Patel & Co., Chartered Accountants retire at the ensuing Annual General Meeting. They offer for re-appointment. Company has received their eligibility certificate in pursuant to Section 224 (1B) of the Companies Act, 1956 and section 139(2) of the Companies Act, 2013. The explanation given in Auditor''s report and notes on accounts are self-explanatory and do not call for any comments.

LISTING AT BSE

The Company got In Principle Approval for Direct Listing and further trading approval from esteemed stock exchange of India. Trading of company''s equity shares are available in BSE, the Symbol of the Company is RLFL and the BSE Code of the Company is 538540.

PARTICULARS OF EMPLOYEES

None of the Employees of the company was in receipt of the remuneration exceeding the limits prescribed under section 217(2A) of the Companies Act, 1956 and corresponding section 197 of the Companies Act, 2013 as amended, during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGAND OUT GO

The Particulars regarding foreign exchange earnings and expenditure is NIL.

Since your company does not own any manufacturing facility, the other particulars in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable.

ACKNOWLEDGMENT

The Board of Directors wishes to place on record its appreciation for the cooperation extended by Banks, Government Authorities, Customers, Shareholders and Employees of the Company and looks forward to a continued mutual support and co-operation.

For and on behalf of the Board

Place: Visnagar Date: 30th August, 2014 Pradip Jain Dipesh Patel (Whole Time Director) (Director)

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Mar 31, 2013

Dear Members,

The Directors present this 20th Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2013.

Financial Results

(in Rupees) Current Year Previous Year Particulars 2012-13 2011-12 Total Income 3,678,928 3,317,051

Profit before Finance Cost and Depreciation 1,404,583 1,022,622

Less : Finance Cost 0 0

Profit before Depreciation 1,404,583 1,022,622

Less : Depreciation 334,407 390,092

Profit/(Loss) before Tax 1,070,176 632,530

Provision for Tax

Current Tax 321,052 189,759

Deferred Tax 28,447 37,378

Tax For earlier Years 0 0

Balance of Profit/(Loss) for the year 720 577 405 393

Balance Brought forward from the Previous year 454,046 48,653

Amount available for appropriation 1,174,723 454,046

Proposed Dividend 0 0

Tax on proposed Dividend 0 0

Balance Profit/(Loss) carried to Balance Sheet 1,174,723 454046



OPERATIONS

The financial sector remains subdued during the financial year 2012-13 and therefore your company instead of taking risk for a small gain continued with existing operation without much changes. The annual GDP growth rates revised from 9% to 8% and now 5.6% where the last quarter shows growth rate of just 4.8%.The loss of growth momentum continued throughout the year 2012-13. The other important factor, inflation measured by the Wholesale Price Index which remained sticky at above 7.5% through first half of 2012-13, fell to 5.9% in March, 2013.

During the year company has earned net profit of Rs.7,20,677/- as compared to Rs.4,05,393/- in previous year. Your directors are taking various initiatives for overall better performance and optimistic for the years to come. The details of financial performance of the Company are appearing in the Balance Sheet and Profit & Loss Account for the year.

FUTURE OUTLOOK

Any major steps or initiatives on the part of operations of the company is based on factors like overall economic growth, interest rates and liquidity, stock market performance and volatility, growth of infrastructure and auto industries etc. The approach of the company till the date is cautious and traditional which is based on risk-management. However your Board is now focusing on various options as all courses of action are risky, so prudence is not in avoiding danger but calculating risk and acting decisively.

DIVIDEND

No dividend recommended by the Board of directors in view of limited profit.

DIRECTORATE

Shri Devendra Sinh Umat and Shri Mukesh Patel, Director of the Company, retires by rotation at this Annual General Meeting and being eligible offer himself for re-election.

Mr. Dipesh Patel was appointed as additional director of the company w.e.f. 1 August, 2013. His tenure of office expire at this Annual General Meeting and he is eligible to re-appoint as director liable to retire by rotation.

Mr. Dipesh patel who has been associated with the company as promoter and as employee for past five years. Mr. Dipesh Patel is law graduate, has done Bachelor of Business administration and Post Graduate diploma in Business Administration (equivalent to MBA). He is also pursuing professional course of Company Secretary and completed Executive Programme.

Mr. Pradip Jain who was appointed as additional director of the company at the last Board meeting and his tenure is going to expire at the ensuing Annual General Meeting is eligible for re-appointment. Mr. Pradip Jain''s appointment will be independent director make board more professional and competent. He is professional practitioner in the field of Sales Tax and Income Tax and vast knowledge in the field of capital market.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Your directors'' confirm:

I. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure.

II. That the director''s have selected such accounting policies & applied them consistently & made judgment & estimates that are reasonable & prudent so as to give a true & fair view of the state of affairs of the company at the end of the financial year & of the Profit of the company for the year.

III. That the director''s have taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company & for preventing & detecting fraud & other irregularities.

IV. That the director''s have prepared the annual accounts on a going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed discussion on the Company''s operations is presented in the chapter on Management Discussion and Analysis, which forms part of this Annual Report.

CORPORATE GOVERNANCE REPORT

The Company has implemented all the provisions of the Corporate Governance as stipulated by Clause 49 of the listing agreements with all the stock exchanges where the Company''s securities are listed. It has always been a constant Endeavour of the Company to adopt good corporate governance code through independent Board, transparent disclosures and shareholders empowerment for creating and sustaining shareholder value. A separate section on Corporate Governance along with a certificate from the auditors of the Company certifying compliance of stipulations of Clause 49 of listing agreements with the stock exchanges with regards to the Corporate Governance code is present elsewhere.

DEPOSITS

The Company has not invited or accepted any fixed deposit from the public during the year under review.

AUDITORS

M/s Jayesh B Patel & Co., Chartered Accountants retire at the ensuing Annual General Meeting. They offer for re-appointment. Company has received their eligibility certificate in pursuant to section 224 (1B) of the Companies Act, 1956. The explanation given in Auditor''s report and notes on accounts are self explanatory and do not call for any comments.

NEW GUIDELINE FOR DIRECT LISTING AT BSE

The Bombay Stock Exchange has come out with liberalized guideline for direct listing at exchange for those Regional Stock Exchange Listed company having certain competency. Many times shareholders are approaching company with problem of ill-liquidity. With a view to avoid this major problem your company will take all necessary action to get company listed on the Bombay Stock Exchange. The necessary measures are being taken by your company to comply all mandatory requirements for direct listing.

PARTICULARS OF EMPLOYEES

None of the Employee''s of the company was in receipt of the remuneration exceeding the limits prescribed under section 217(2A) of the Companies Act, 1956 as amended, during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT GO

The Particulars regarding foreign exchange earnings and expenditure is NIL.

Since your company does not own any manufacturing facility, the other particulars in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules,1988 are not applicable.

ACKNOWLEDGMENT

The Board of Directors wishes to place on record its appreciation for the cooperation extended by Banks, Government Authorities, Customers, Shareholders and Employees of the Company and looks forward to a continued mutual support and co-operation.



For and on behalf of the Board

Place : Visnagar Rameshkumar Patel Navin Patel Date : 31st July, 2013 (Chairman) (Executive Director)