To,

The Members,

RAMCHANDRA LEASING AND FINANCE LIMITED.

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.

(Rs. in Lakhs)

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.

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.

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.

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

The Company is engaged in the business of NonBanking 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.

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 longterm value creation for stakeholders.

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 Paidup 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.

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 ExtraOrdinary 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 inprincipal 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.

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

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.

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

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.

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 reappointment. Mrs. Harsha Bhanshali (DIN: 08522254), whose first fiveyear term as Independent Director ends on 10^th November, 2025, is eligible for reappointment. Based on her performance and contributions, the Board has recommended her reappointment for a second term from 10^th November, 2025 to 10^th November, 2030. The Board of Directors recommends their reappointment which has been annexed to this report as "Annexure I".

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.

During the Financial year 202425 total 7 (Seven) Board Meetings were held:

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

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

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

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.:

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:

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

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:

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:

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

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 nonindependent 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.

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.

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.

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.

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"

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.

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.

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

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":

Any Loans made, Guarantees given or investments made by NonBanking 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.

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 AOC2 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.

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

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

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.

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.

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 42025, 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 preoccupancy 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.

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 20242025.

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 backup 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 threemonth 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 (COP27629), Practicing Company Secretaries as Secretarial Auditor of the Company for a term of five consecutive years commencing from FY 202526 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 202526 to FY 202930.

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

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.

The Company being a NonBanking 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

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 (SS1) and General Meetings (SS2) 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.

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.

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".

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.

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 paraC, 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.

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.

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.

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.

The Company's Securities are currently listed and traded on Bombay Stock Exchange Limited and Listing Fees for Financial Year 202324 has been duly paid. The Scrip Code of Company is: 538540 and Symbol of the Company is: RLFL.

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.

As NonDeposit taking NonBanking 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.

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.

Your directors would like to express their appreciation for the assistance and coPage 30 of 78

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, cooperation and support

By order of Board of Director For Ramchandra Leasing and Finance Limited

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