Directors Report of Jindal Leasefin Ltd.

Mar 31, 2025

On behalf of the Board of Directors of the Company (the “Board”), we are pleased to present the 31^st Board''s Report
together with the Audited Financial Statements of the Company for the financial year ended March 31, 2025.

FINANCIAL STATEMENT

The Audited Financial Statements of your Company for the financial year ended March 31, 2025, forming part of
this Annual Report, have been prepared in compliance with the applicable provisions of the Companies Act, 2013
(“the Act”), Indian Accounting Standards (“Ind AS”) and the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 [the “Listing Regulations”].

FINANCIAL RESULTS

The financial performance of your Company for the financial year ended March 31, 2025, is summarized below:

(Rs. in Lakhs)

Particulars	Standalone
	March 31, 2025	March 31, 2024
Revenue from Operations	(293.10)	0.73
Net Profit/(Loss) before Tax, Exceptional and/or extraordinary Items	(312.69)	(18.56)
Net Profit/(Loss) before Tax, after Exceptional and/or extraordinary Items	(312.69)	(18.56)
Net Profit/(Loss) after Tax for the year	(237.66)	(15.77)
Total Other Comprehensive Income	47.96	46.26
Total Comprehensive Income for the year	(189.71)	30.48
Earning Per Share (in INR) (Basic)	(7.90)	(0.52)
Earning Per Share (in INR) (Diluted)	(7.90)	(0.52)

OPERATIONAL HIGHLIGHTS AND STATE OF COMPANY''S AFFAIRS

During the financial year under review, the Company has a negative revenue of Rs. 293.10 Lakhs as against total
income of Rs. 0.73 Lakhs for the previous financial year. Total Expenditure amounted to Rs. 19.59 Lakhs as against
Rs. 19.30 Lakhs for the previous financial year. Loss before tax stood at Rs. 312.69 Lakhs as against Rs. 18.56 Lakhs
for the previous financial year. The Net Loss for the financial year under review is Rs. 237.66 Lakhs as against Rs.
15.77 Lakhs for the previous financial year.

The Directors are looking for avenues towards development and making continuous efforts to expand the business
of the Company. The operational performance of the Company has been comprehensively covered in the
Management Discussion and Analysis Report annexed to this report.

TRANSFER TO RESERVES

Under Section 45-IC of Reserve Bank of India Act, 1934, Non-Banking Financial Companies (NBFCs) are required
to transfer a sum of not less than 20% of its net profit every year to the reserve fund before declaration of any
dividend. However, the Company has incurred net loss and hence the Board has not transferred any amount to the
Reserves for the financial year under review.

DIVIDEND

For augmentation of funds for potential expansion and better future prospects in the business of the Company, the
Board do not recommend any dividend for the financial year under review.

MATERIAL CHANGES AND COMMITMENTS AFTER END OF THE FINANCIAL YEAR AFFECTING THE
FINANCIAL POSITION OF THE COMPANY

There are no adverse material changes or commitments that occurred after March 31, 2025, which may affect the
financial position of the Company or may require disclosure.

SHARE CAPITAL

As on March 31, 2025, the authorised share capital of the Company stood at INR 3,10,00,000/- divided into
31,00,000 equity shares of INR 10/- each and the paid-up share capital of the Company stood at INR 3,00,89,000/-
divided into 30,08,900 equity shares of INR 10/- each.

There was no change in share capital during the financial year under review.

CREDIT RATING

Since, the Company had no borrowings during the financial year under review, no credit ratings were required to
be obtained by the Company from any credit rating agencies.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

During the financial year under review and till the date of this report, the Company has no subsidiary or joint
venture companies. However, there is 1 (One) associate company viz. Jindal Exports and Imports Private Limited
holding 26.85% of shareholding in the Company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Disclosure on particulars of loans, guarantees and investments covered under Section 186 of the Act, forms part of
notes to the financial statements provided in this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

With reference to Section 134(3)(h) of the Act, all contracts / arrangements/ transactions with related parties
under Section 188(1) of the Act, entered by the Company during the financial year under review, were in the
ordinary course of business and on an arm''s length basis.

During the financial year under review, the Company had not entered into any contract / arrangement /
transaction with related parties which could be considered ''material'' in accordance with the policy of the Company
on materiality of Related Party T ransactions which may have potential conflict with the interest of the Company at
large or which warrants the approval of the shareholders or which is required to be reported. Accordingly, there
are no transactions that are required to be reported in Form AOC-2.

However, details of the Related Party Transactions are provided in Note No. 29 of the Financial Statements. The
Policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company at
www.jindalleasefin.com

INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial controls, with reference to financial statements,
commensurate with the size, scale and complexity of its operations. Assurance on the adequacy and efficacy of
Internal Financial Controls is obtained through management reviews, controlled self-assessment, continuous
monitoring by functional experts as well as testing of the Internal Financial Control system by the Internal Auditors
and the Statutory Auditors during the course of their audits. Further, the Audit Committee monitors the
effectiveness of your Company''s internal control framework. The internal control system has been designed to
ensure that financial and other records are reliable.

RISK MANAGEMENT

Credit risk, Market risk, Operational risk and Liquidity risk are the key risks faced by the Company. Your Company
recognizes these risks and makes the best effort to mitigate them in time. Risk Management is also an integral part
of the Company''s business strategy.

The Company has a risk management framework to identify, monitor and minimize risk and also identify business
opportunities. This framework seeks to create transparency, minimize adverse impact on the strategic and
financial business objectives and enhance the Company''s competitive advantage. The Company has proper
confidentialities and privacy policies to control risk elements.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 of the Act, Corporate Social Responsibility is not applicable to the Company. Thus, there is
no requisite to constitute a committee, formulate the policy and spend amount on Corporate Social Responsibility.

SECRETARIAL STANDARDS

The Board states that the Company is in compliance with all the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India (ICSI).

BOARD OF DIRECTORS

Board Composition and Independence

The Company has a duly constituted Board with a proper balance of Executive, Non-Executive and Independent
Directors (including Woman Director) who bring to the table the precise blend of knowledge, skills and expertise.
The Board provides strategic guidance and direction to the Company in achieving its business objectives and
protecting the interest of the members.

The Board comprises of optimum number of Independent Directors. The Company has received declarations from
all the Independent Directors under Section 149(7) of the Act, confirming that they meet the criteria of
independence as laid down in Section 149(6) of the Act and the provisions of the Listing Regulations. All the
Independent Directors have affirmed compliance to the Code of Conduct for Independent Directors as prescribed
in Schedule IV of the Act. During the financial year under review, Independent Directors of the Company had no
pecuniary relationship or transactions with the Company.

Composition of the Board as on March 31, 2025:

Promoter Executive Director	Mr. Surender Kumar Jindal
Non-Executive
(Non-Independent Director)	Ms. Chavi Rungta Mr. Nishant Garg
(Independent Director)	Mr. Sachin Kharkia Mr. Prateek Singhal

(Note: Ms. Kiran Singhal ceased to be an Independent Director of the Company w.e.f. close of business hours on
March 18, 2025 upon completion of her second and final term.)

The Company has in place a comprehensive Code of Conduct (the “Code”) applicable to the Directors, Employees
and Senior Management Personnel. The Code is applicable to Non-Executive Directors including Independent
Directors to such an extent as may be applicable to them depending on their roles and responsibilities. The Code
gives guidance and support needed for ethical conduct of business and compliance of law.

Directors and Key Managerial Personnel

During the financial year under review, Ms. Kiran Singhal (DIN: 00900855), Non-Executive Independent Director
of the Company, has completed her second and final term w.e.f. close of business hours on March 18, 2025.
Consequently, she ceased to be the Director of the Company and Chairman/Member of the respective Committees
of the Board of Directors w.e.f. close of business hours on March 18, 2025. Further, Mr. Prateek Singhal (DIN:
00054523) has been appointed as an Additional Director by the Board of Directors of the Company based on
recommendation of the Nomination and Remuneration Committee, to hold office as a Non-Executive Independent
Director of the Company for a term of 5 (Five) consecutive years with effect from March 19, 2025 up to March 18,
2030 subject to approval of members in ensuing General Meeting. The Board considers that given his background,
and experience, his appointment as an Independent Director would be beneficial to the Company.

In accordance with the provisions of the Act and the Articles of Association of the Company, Ms. Chavi Rungta (DIN:
00481039), Non-Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and
being eligible has offered herself for re-appointment. The Board of Directors has recommended her re¬
appointment.

The following persons have been designated as Key Managerial Personnel of the Company pursuant to Sections
2(51) and 203 of the Act read with the rules framed thereunder as on the date of this report:

Mr. Surender Kumar Jindal, Managing Director

Mr. Virendra Bahadur Singh, Chief Financial Officer

Mr. Rajendra Prasad Rustagi, Company Secretary & Compliance Officer

Number of meetings of the Board

The Board met 11 (Eleven) times during the financial year under review. The meetings of the Board were held on
May 22, 2024; June 11, 2024; July 23, 2024; August 12, 2024; September 2, 2024; November 25, 2024; November
30, 2024; January 31, 2025; February 12, 2025; February 20, 2025 and March 19, 2025. The maximum interval
between any two meetings did not exceed 120 days. Additional meetings of the Board are convened as may be
necessary for the proper management of the business operations of the Company.

Attendance at Board Meetings and last Annual General Meeting:

Name of the Director	Number of Board Meetings Attended during the financial year under review	Attendance at the last Annual General Meeting held on September 30, 2024
Mr. Surender Kumar Jindal	10	Yes
Ms. Chavi Rungta	11	Yes
Mr. Nishant Garg	9	Yes
Mr. Sachin Kharkia	8	Yes
Ms. Kiran Singhal (resigned on March 18, 2025)	6	Yes
Mr. Prateek Singhal (appointed on March 19, 2025)	0	N.A.

Independent Directors'' Meeting

1 (One) separate meeting of the Independent Directors to review the performance of Non-Independent Directors
and the Board as a whole was held on January 29, 2025, which was attended by Mr. Sachin Kharkia and Ms. Kiran
Singhal.

COMMITTEES OF THE BOARD

The Board has constituted 3 (Three) Committees to carry out various functions, as entrusted, and give the suitable
recommendations to the Board on the significant matters, from time to time. All decisions and recommendations
of the Committees are placed before the Board either for information or approval. The Board is authorised to
constitute additional functional Committees, from time to time, depending on business needs.

Following are the details of the Committees as on March 31, 2025:

I. AUDIT COMMITTEE

The Board has constituted an Audit Committee with all the members being Non-Executive Independent Directors
except one. The Chairman of the Committee is an Independent Director. They possess sound knowledge and have
vast experience in the area of finance, accounts and industry.

Composition of the Audit Committee as on March 31, 2025:

Name	Designation	Category
Mr. Sachin Kharkia	Chairman	Non-Executive (Independent)
Mr. Prateek Singhal	Member	Non-Executive (Independent)
Mr. Nishant Garg	Member	Non-Executive (Non-Independent)

Meetings and Attendance:

During the financial year under review, the Audit Committee met 8 (Eight) times on the following dates: May 22,
2024; June 11, 2024; August 12, 2024; September 2, 2024; November 23, 2024; November 30, 2024; January 29,
2025 and February 12, 2025.

Name	Meetings Attended
Mr. Sachin Kharkia	8
Ms. Kiran Singhal*	7
Mr. Prateek Singhal**	0
Mr. Nishant Garg	6

(*ceased to be a Member of Audit Committee w.e.f. March 18, 2025)

(**appointed as a Member of Audit Committee w.e.f. March 19, 2025)

During the financial year under review, all the recommendations made by the Audit Committee were accepted by
the Board.

II.NOMINATION AND REMUNERATION COMMITTEE

The Board has constituted a Nomination and Remuneration Committee with all the members being Non-Executive
Independent Directors except one. The Chairman of the Committee is an Independent Director.

Composition of the Nomination and Remuneration Committee as on March 31, 2025:

Name	Designation	Category
Mr. Prateek Singhal	Chairman	Non-Executive (Independent)
Mr. Sachin Kharkia	Chairman	Non-Executive (Independent)
Mr. Nishant Garg	Member	Non-Executive (Non-Independent)

Meetings and Attendance:

During the financial year under review, the Nomination and Remuneration Committee met 3 (Three) times on July
22, 2024; September 2, 2024 and March 19, 2025.

Name	Meetings Attended
Ms. Kiran Singhal*	1
Mr. Prateek Singhal**	0
Mr. Sachin Kharkia	3
Mr. Nishant Gars	3

(*ceased to be Chairman of Nomination and Remuneration Committee w.e.f. March 18, 2025)

(**appointed as Chairman of Nomination and Remuneration Committee w.e.f. March 19, 2025)

III.STAKEHOLDERS'' RELATIONSHIP COMMITTEE

The Board has constituted a Stakeholders'' Relationship Committee with all the members being Non-Executive
Independent Directors except one.

Composition of the Stakeholders'' Relationship Committee as on March 31, 2025:

Name	Designation	Category
Mr. Nishant Garg	Chairman	Non-Executive (Non-Independent)
Mr. Sachin Kharkia	Member	Non-Executive (Independent)
Mr. Prateek Singhal	Member	Non-Executive (Independent)

Meetings and Attendance:

During the financial year under review, the Stakeholders'' Relationship Committee met 1 (One) time on August 12,
2024.

Name	Meetings Attended
Mr. Nishant Garg	1
Mr. Sachin Kharkia	1
Ms. Kiran Singhal*	1
Mr. Prateek Singhal**	0

(*ceased to be a Member of Stakeholders'' Relationship Committee w.e.f. March 18, 2025)

(**appointed as a Member of Stakeholders'' Relationship Committee w.e.f. March 19, 2025)

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

A policy has been framed which sets out the guiding principles for selection and appointment of Directors including
determining qualifications and independence of a Director, Key Managerial Personnel (KMP), Senior Management
Personnel and their remuneration and other matters provided under Section 178(3) of the Act.

The Policy also provides for the factors in evaluating the suitability of individual Board members with diverse
background and experience that are relevant for the Company''s operations.

Pursuant to the provisions of Section 134(3)(e) of the Act, the Nomination and Remuneration Policy of the
Company which lays down the criteria for determining qualifications, competencies, positive attributes and
independence for appointment of Directors and policies of the Company relating to remuneration of Directors,
KMP and other employees are available on the website of the Company at www.jindalleasefin.com

INVESTOR COMPLAINTS

The Company received NIL complaints from the shareholders during the financial year under review. The
Company has a practice to redress to the satisfaction of the shareholders effectively within the statutory time limit
if any complaints are received.

No complaint was pending at the end of financial year as on March 31, 2025.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the financial year under review, as stipulated under the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing
Regulations”), is annexed to this Report as “Annexure A”.

CORPORATE GOVERNANCE

Pursuant to the threshold limit as stipulated in Regulation 15(2)(a) of the Listing Regulations, the Corporate
Governance Report as prescribed in Regulation 27 read with para C, D and E of Schedule V of the Listing
Regulations, is not applicable to the Company since the paid-up equity share capital of the Company is less than Rs.
10 Crores and net worth is less than Rs. 25 Crores as at March 31, 2025.

However, the Company has made every effort to comply with the provisions of the Corporate Governance and to
see that the interest of the members and the Company are properly served. It has always been the Company''s
endeavor to excel through better Corporate Governance and fair and transparent practices, many of which have
already been in place even before they were mandated by the law of land.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to criteria based on market capitalization in Regulation 34(2)(f) of the Listing Regulations, Business
Responsibility and Sustainability Report (BRSR) on the environmental, social and governance disclosures, is not
applicable to the Company.

PERFORMANCE EVALUATION

The Performance Evaluation framework has been designed in compliance with the Act and the Listing Regulations
to evaluate annual performance of the Board, Committees and other Individual Directors (including Independent
Directors) which include criteria for performance evaluation of Non-Executive Directors and Executive Directors.

In accordance with the manner specified by the Nomination and Remuneration Committee, the Board carried out
annual performance evaluation of the Board, its Committees and Individual Directors. The Independent Directors
carried out annual performance evaluation of the Non-Independent Directors and the Board as a whole. The
exercise was carried out through an evaluation process covering aspects such as composition of the Board,

experience, competencies, governance issues, etc. The Chairman of the respective Committees shared the report
on evaluation with the respective Committee members. The performance of each Committee was evaluated by the
Board, based on the report on evaluation received from respective Committees. A consolidated report was shared
with the Chairman of the Board for his review and giving feedback to each Individual Directors.

VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) of the Act, read with Rule 7 of the Companies (Meetings of Board and
its Powers) Rules, 2014 and Regulation 22 of the Listing Regulations and in accordance with the requirements of
Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors
had approved the Policy on Vigil Mechanism/Whistle Blower and the same has been hosted on the website of the
Company.

Over the years, the Company has established a reputation for doing business with integrity and displays zero
tolerance for any form of unethical behavior. The mechanism under the Policy has been appropriately
communicated within the organization. The Company has established a Vigil Mechanism through which Directors,
employees and business associates may report unethical behavior, malpractices, wrongful conduct, fraud, violation
of the Company''s Code of Conduct and leak or suspected leak of unpublished price sensitive information without
fear of reprisal.

PREVENTION OF INSIDER TRADING

The Board has formulated code of conduct for regulating, monitoring and reporting of trading of shares by Insiders.
This code lays down guidelines, procedures to be followed and disclosures to be made by the insiders while dealing
with shares of the Company and cautioning them on consequences of non-compliances.

COST RECORDS

The maintenance of cost records and requirement of cost audit as prescribed under Section 148(1) of the Act has
not been specified by the Central Government for the nature of the business activities carried out by the Company.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, (i) a statement showing the names of top ten employees
in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in
excess of the limits set out in the said rules; and (ii) the disclosures relating to remuneration and other details as
required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, forms part of this Report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual
Report excluding the aforesaid information is being sent to the members of the Company. The said information is
available for inspection on all working days, during business hours, at the Registered Office of the Company.

Any member interested in obtaining such information may write to the Company Secretary at the Registered Office
of the Company and the same will be furnished upon request.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company is committed towards providing a healthy environment and does not tolerate any discrimination
and/or harassment in any form. The Company has in place an Internal Complaints Committee to prevent sexual
harassment of women at workplace and redress the complaints in this regard, if any.

Number of complaints of sexual harassment received during the year:	0
Number of complaints disposed off during the year:	0
Number of cases pending for more than 90 days:	0

The Board affirms that the Company has complied with the applicable provisions of the Act to the extent required.
COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961. It has ensured that
all eligible female employees are extended the benefits mandated under the Act, including paid maternity leave,
nursing breaks, and protection from dismissal during maternity leave.

The Company remains committed to providing a safe, supportive, and inclusive work environment and continues
to implement policies that support the health and well-being of women employees, especially during maternity
and post-maternity periods.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and 92(3) of the Act read with Rule 12 of the Companies (Management and
Administration) Rules, 2014, an extract of Annual Return has been placed on the website of the Company at
www.jindalleasefin.com

LISTING

The equity shares of the Company, total 30,08,900 of Rs. 10/- each, are listed on the BSE Limited as on the date of
this Report.

The Company has paid annual listing fees to BSE Limited for the financial year 2025-26 within stipulated time
period.

DEMATERIALIZATION OF SHARES AND LIQUIDITY

As at March 31, 2025, 24,66,700 equity shares have been dematerialized which account for 81.98% of the total
equity. The shares of your Company are being traded in electronic form and the Company has established
connectivity with Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited
(NSDL). In view of the numerous advantages offered by the Depository system, members are requested to avail the
facility for dematerialization of shares from either of the Depositories as aforesaid.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In view of the nature of the business activities carried out by the Company, primarily being involved in leasing,
financing and investment activities and not involved in any industrial or manufacturing activities, has no
particulars to report pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts)
Rules, 2014 relating to Part A- Conservation of Energy and Part B- Technology Absorption, are not applicable to
the Company. However, the Company makes all efforts towards conservation of energy, protection of environment
and ensuring safety.

Foreign Exchange earnings and outgo as stipulated in Part C of the said Rules were NIL during the financial year
under review.

HEALTH, SAFETY AND ENVIRONMENT PROTECTION

The Company has complied with all the applicable environmental laws. The Company has been complying with the
relevant laws and has been taking all necessary measures to protect the environment and maximize the employees''
protection and safety.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, Directors confirm that:

a) in preparation of the annual accounts for the financial year ended March 31, 2025, the applicable Accounting
Standards read with requirements set out under Schedule III to the Act have been followed and there are no
material departures from the same;

b) they 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
as on March 31, 2025 and of the loss of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud
and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and are operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that
such systems are adequate and operating effectively.

AUDITORS AND AUDITORS'' REPORT
. STATUTORY AUDITORS

M/s. Goyal Nagpal & Co. served as the Statutory Auditors of the Company until their resignation on August 14,
2024, resulting in a casual vacancy in the office of Statutory Auditors in terms of Section 139(8) of the Companies
Act, 2013. To fill the said vacancy, the Board of Directors, based on the recommendation of the Audit Committee,
appointed M/s. Ghosh Khanna & Co. LLP (Firm Registration No. 003366N) as the Statutory Auditors of the
Company, effective September 2, 2024. Their appointment was subsequently ratified and confirmed by the
shareholders at the 30^th Annual General Meeting held on September 30, 2024, for a term of Five (5) consecutive
years, from the conclusion of the 30^th AGM until the conclusion of the 35^th AGM to be held in the year 2029.

However, M/s. Ghosh Khanna & Co. LLP tendered their resignation as Statutory Auditors of the Company effective
from November 23, 2024, resulting in another casual vacancy in terms of the provisions of the Companies Act,
2013. To address this vacancy, and based on the recommendation of the Audit Committee, the Board of Directors
appointed M/s. ANSK & Associates (Firm Registration No. 026177N) as the Statutory Auditors of the Company
with effect from November 25, 2024, to hold office until the conclusion of the ensuing Annual General Meeting.
Their appointment was duly approved and confirmed by the shareholders of the Company at the Extra-Ordinary
General Meeting held on February 25, 2025, at such remuneration as may be mutually agreed between the Board
/ Audit Committee and the Statutory Auditors from time to time.

The Board now proposes re-appointment of M/s. ANSK & Associates (FRN: 026177N) as the Statutory Auditors of
the Company for a period of Five (5) consecutive years, commencing from the conclusion of the 31^st Annual General
Meeting and continuing until the conclusion of the 36^th Annual General Meeting to be held in the year 2030. A
resolution seeking members'' approval for the aforementioned re-appointment, in compliance with the provisions
of the Act and Listing Regulations, forms part of the Notice of the ensuing Annual General Meeting. M/s. ANSK &
Associates have confirmed their eligibility for the appointment under Section 141 of the Companies Act, 2013 and
have provided all necessary confirmations and disclosures, including those pertaining to independence, peer
review status, and compliance with applicable regulatory provisions.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any
further comments. The Auditors'' Report does not contain any qualification, reservation, adverse remark or
disclaimer.

II.SECRETARIAL AUDITORS

The Board appointed M/s. Parveen Rastogi & Co., Practising Company Secretaries as the Secretarial Auditors of the
Company to conduct Secretarial Audit for the financial year 2024-25. The Secretarial Auditor''s Report for the
financial year ended March 31, 2025, is annexed to this Report as “Annexure B”.

The Board states that the Secretarial Auditor of the Company has given qualified report for the financial year ended
March 31, 2025. The observations of Secretarial Auditor and management''s explanation to the said observations
are given as under: -

Secretarial Auditor''s qualification	Management''s explanation
All shares of the Company are not dematerialized	In the opinion of the management, the Company has already sent individual letters to physical shareholders for getting the shares dematerialized.
The Company has not completed the following registration process as applicable to NBFC Companies	In the opinion of the management, the Company is under process for registrations as applicable to NBFC Companies.

III.INTERNAL AUDITORS

The Board appointed Mr. Suresh Chand Khandelwal as the Internal Auditor of the Company to conduct internal
audit of the internal records maintained by the Company for the financial year under review pursuant to provisions
of Section 138 of the Act read with Rule 13 of the Companies (Accounts) Rules, 2014. The Internal Auditor placed
before the Board the Internal Auditors'' Report, which is self-explanatory and do not call for any further comments.

GENERAL

The Board states that no disclosure or reporting is required in respect of the following matters as there were no
transactions or applicability on these items during the financial year ended on March 31, 2025:

i) Details relating to deposits covered under Chapter V of the Act;

ii) Issue of equity shares with differential rights as to dividend, voting or otherwise;

iii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme;

iv) The Company does not have any scheme of provision of money for the purchase of its own shares by
employees or by trustees for the benefit of employees;

v) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the
going concern status and Company''s operations in future;

vi) No fraud has been reported by the Auditors to the Audit Committee or the Board;

vii) There has been no change in the nature of business of the Company;

viii) The Managing Director of the Company neither receive any remuneration nor any commission from the
Company;

ix) There is no application made / proceeding pending under the Insolvency and Bankruptcy Code, 2016; and

x) There was no instance of one-time settlement with any Bank or Financial Institution.

ACKNOWLEDGEMENTS AND APPRECIATION

The Board appreciates the trust reposed by the investor fraternity and clients in the Company and look forward to
their continued patronage. The Board would like to thank the Financial Institutions, Bankers and Government
Authorities for their continued support and all stakeholders for the continued confidence and trust placed by them
with the Company. The Board also appreciates the contribution made by the employees at all levels for their hard
work, dedication, co-operation and support for the growth of the Company.

For and on behalf of the Board of Directors of
JINDAL LEASEFIN LIMTED

Sd/- Sd/-

Surender Kumar Jindal Chavi Rungta

Place: New Delhi Managing Director Director

Date : September 2, 2025 DIN: 00130589 DIN: 00481039

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Mar 31, 2024

On behalf of the Board of Directors of the Company (the “Board”), we are pleased to present the 30^th Board''s
Report together with the Audited Financial Statements of the Company for the financial year ended March 31,
2024.

FINANCIAL STATEMENT

The Audited Financial Statements of your Company for the financial year ended March 31, 2024, forming part
of this Annual Report, have been prepared in compliance with the applicable provisions of the Companies Act,
2013 (“the Act”), Indian Accounting Standards (“Ind AS”) and the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 [the “Listing Regulations”].

FINANCIAL RESULTS

The financial performance of your Company for the financial year ended March 31, 2024, is summarized
below:

(Rs. in Lakhs)

Particulars	Standalone
	March 31, 2024	March 31, 2023
Revenue from Operations	0.73	0.76
Net Profit/(Loss) before Tax, Exceptional and/or extraordinary Items	(18.56)	(11.92)
Net Profit/(Loss) before Tax, after Exceptional and/or extraordinary Items	(18.56)	(11.92)
Net Profit/(Loss) after Tax for the year	(15.77)	(10.10)
Other Comprehensive Income	(46.25)	(15.46)
Total Comprehensive Income for the year	(30.48)	(5.36)
Earning Per Share (in INR) (Basic)	(0.52)	(0.34)
Earning Per Share (in INR) (Diluted)	(0.52)	(0.34)

OPERATIONAL HIGHLIGHTS

During the financial year under review, the Company has earned a total income of 0.73 Lakhs as against 0.76
Lakhs for the previous financial year. Total Expenditure amounted to Rs. 19.29 Lakhs as against Rs. 12.68
Lakhs for the previous financial year. Loss before tax stood at Rs. 18.56 Lakhs as against Rs. 11.92 Lakhs for
the previous financial year. The Net Loss for the financial year under review is Rs. 15.77 Lakhs as against Net
loss of Rs. 10.10 Lakhs for the previous financial year. The Directors are looking for avenues towards
development and making continuous efforts to expand the business of the Company.

TRANSFER TO RESERVES

Under section 45-IC of Reserve Bank of India Act, 1934, Non-Banking Financial Companies (NBFCs) are
required to transfer a sum of not less than 20% of its net profit every year to the reserve fund before
declaration of any dividend. However, the Company has incurred net loss and hence the Board has not
transferred any amount to the Reserves for the financial year under review.

DIVIDEND

For augmentation of funds for potential expansion and better future prospects in the business of the Company,
the Board do not recommend any dividend for the financial year under review.

MATERIAL CHANGES AND COMMITMENTS AFTER THE FINANCIAL YEAR AFFECTING THE FINANCIAL
POSITION OF THE COMPANY

There are no adverse material changes or commitments that occurred after March 31, 2024, which may affect
the financial position of the Company or may require disclosure.

SHARE CAPITAL

As on March 31, 2024, the authorised share capital of the Company stood at INR 3,10,00,000/- divided into

31.00. 000 equity shares of INR 10/- each and the paid-up share capital of the Company stood at INR

3.00. 89.000/- divided into 30,08,900 equity shares of INR 10/- each.

There was no change in share capital during the financial year under review.

CREDIT RATING

Since, the Company had no borrowings during the financial year under review, no credit ratings were required
to be obtained by the Company from any credit rating agencies.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

During the financial year under review and till the date of this report, there are no subsidiary, joint venture
or associate of the Company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Disclosure on particulars of loans, guarantees and investments covered under Section 186 of the Act, forms
part of notes to the financial statements provided in this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

With reference to Section 134(3)(h) of the Act, all contracts / arrangements/ transactions with related parties
under Section 188(1) of the Act, entered by the Company during the financial year under review, were in the
ordinary course of business and on an arm''s length basis.

During the financial year under review, the Company had not entered into any contract / arrangement /
transaction with related parties which could be considered ''material'' in accordance with the policy of the
Company on materiality of Related Party T ransactions which may have potential conflict with the interest of
the Company at large or which warrants the approval of the shareholders or which is required to be reported.
Accordingly, there are no transactions that are required to be reported in Form AOC-2.

However, details of the Related Party Transactions are provided in Note No. 32 of the Financial Statements.
The Policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company
at www.j indalleasefin.in

INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial controls, with reference to financial statements,
commensurate with the size, scale and complexity of its operations. Assurance on the adequacy and efficacy
of Internal Financial Controls is obtained through management reviews, controlled self-assessment,
continuous monitoring by functional experts as well as testing of the Internal Financial Control system by the
Internal Auditors and the Statutory Auditors during the course of their audits. Further, the Audit Committee
monitors the effectiveness of your Company''s internal control framework. The internal control system has
been designed to ensure that financial and other records are reliable.

RISK MANAGEMENT

Credit risk, Market risk, Operational risk and Liquidity risk are the key risks faced by the Company. The
company recognizes these risks and makes best effort to mitigate them in time. Risk Management is also an
integral part of the Company''s business strategy.

The Company has a risk management framework to identify, monitor and minimize risk and also identify
business opportunities. This framework seeks to create transparency, minimize adverse impact on the
strategic and financial business objectives and enhance the Company''s competitive advantage. The Company
has proper confidentialities and privacy policies to control risk elements.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 of the Act, Corporate Social Responsibility is not applicable to the Company. Thus,
there is no requisite to constitute a committee, formulate the policy and spend amount on Corporate Social
Responsibility.

SECRETARIAL STANDARDS

The Board states that the Company is in compliance with all the applicable Secretarial Standards issued by
the Institute of Company Secretaries of India (ICSI).

BOARD OF DIRECTORS

Board Composition and Independence

The Company has a duly constituted Board with a proper balance of Executive, Non-Executive and
Independent Directors (including Woman Director) who bring to the table the precise blend of knowledge,
skills and expertise. The Board provides strategic guidance and direction to the Company in achieving its
business objectives and protecting the interest of the members.

The Board comprises of optimum number of Independent Directors. The Company has received declarations
from all the Independent Directors under Section 149(7) of the Act, confirming that they meet the criteria of
independence as laid down in Section 149(6) of the Act and the provisions of the Listing Regulations. All the
Independent Directors have affirmed compliance to the Code of Conduct for Independent Directors as
prescribed in Schedule IV of the Act. During the financial year under review, Independent Directors of the
Company had no pecuniary relationship or transactions with the Company.

Composition of the Board as on March 31, 2024:

Promoter Executive Director	Mr. Surender Kumar Jindal
Non-Executive
(Non-Independent Director)	Ms. Chavi Rungta
	Mr. Nishant Garg
(Independent Director)	Mr. Sachin Kharkia
	Ms. Kiran Singhal

The Company has in place a comprehensive Code of Conduct (the “Code”) applicable to the Directors,
Employees and Senior Management Personnel. The Code is applicable to Non-Executive Directors including
Independent Directors to such an extent as may be applicable to them depending on their roles and
responsibilities. The Code gives guidance and support needed for ethical conduct of business and compliance
of law.

Directors and Key Managerial Personnel

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Nishant Garg
(DIN: 00131129), Non-Executive Director of the Company, retires by rotation at the ensuing Annual General
Meeting and being eligible has offered himself for re-appointment. The Board of Directors has recommended
his re-appointment.

The Board based on recommendation of the Nomination and Remuneration Committee, appointed Mr.
Surender Kumar Jindal, who is going to attain age of 70 years on February 20, 2025, as a Managing Director,
for a period of 5 (Five) consecutive years w.e.f. September 2, 2024 to September 1, 2029, (without any
remuneration) subject to approval of members by a Special Resolution at the ensuing Annual General Meeting.
The Board considers that, given his background, experience and contribution made by him being core
promoter, his appointment as Managing Director would be beneficial to the Company.

During the financial year under review, Ms. Shivani Gupta, resigned on June 15, 2023 from the services of the
Company as Company Secretary & Compliance Officer and she was appointed again as Company Secretary &
Compliance Officer, w.e.f. November 21, 2023.

After the end of the financial year under review, Ms. Shivani Gupta resigned on June 3, 2024 from the services
of the Company as Company Secretary & Compliance Officer. Thereafter, Mr. Rajendra Prasad Rustagi was
appointed by the Board on recommendation of the Nomination and Remuneration Committee, as Company
Secretary & Compliance Officer, w.e.f. August 1, 2024.

The following persons have been designated as Key Managerial Personnel of the Company pursuant to
Sections 2(51) and 203 of the Act read with the rules framed thereunder as on the date of this report:

Mr. Surender Kumar Jindal, Managing Director

Mr. Virendra Bahadur Singh, Chief Financial Officer

Mr. Rajendra Prasad Rustagi, Company Secretary & Compliance Officer

Number of meetings of the Board

The Board met 9 (Nine) times during the financial year under review. The meetings of the Board were held
on May 25, 2023; June 15, 2023; July 20, 2023; August 12, 2023; September 01, 2023; November 10, 2023;
November 25, 2023; December 26, 2023 and February 12, 2024. The maximum interval between any two
meetings did not exceed 120 days. Additional meetings of the Board are convened as may be necessary for
the proper management of the business operations of the Company.

Attendance at Board Meetings and last Annual General Meeting:

Name of the Director	Number	of Board	Attendance at the last
	Meetings	Attended	Annual General Meeting
	during the financial year under review		held on September 30, 2023

Mr. Surender Kumar Jindal	9	Yes
Ms. Chavi Rungta	9	Yes
Mr. Nishant Garg	6	Yes
Mr. Sachin Kharkia	5	Yes
Ms. Kiran Singhal	4	Yes

Independent Directors'' Meeting

1 (One) separate meeting of the Independent Directors to review the performance of Non-Independent
Directors and the Board as a whole was held on January 29, 2024, which was attended by Mr. Sachin Kharkia
and Ms. Kiran Singhal.

COMMITTEES OF THE BOARD

The Board has constituted 3 (Three) Committees to carry out various functions, as entrusted, and give the
suitable recommendations to the Board on the significant matters, from time to time. All decisions and
recommendations of the Committees are placed before the Board either for information or approval. The
Board is authorised to constitute additional functional Committees, from time to time, depending on business
needs.

Following are the details of the Committees as on March 31, 2024:

I. AUDIT COMMITTEE

The Board has constituted an Audit Committee with all the members being Non-Executive Independent
Directors except one. The Chairman of the Committee is an Independent Director. They possess sound
knowledge and have vast experience in the area of finance, accounts and industry.

Composition of the Audit Committee as on March 31, 2024:

Name	Designation	Category
Mr. Sachin Kharkia	Chairman	Non-Executive (Independent)
Ms. Kiran Singhal	Member	Non-Executive (Independent)
Mr. Nishant Garg	Member	Non-Executive (Non-Independent)

Meetings and Attendance:

During the financial year under review, the Audit Committee met 4 (Four) times on the following dates: May
25, 2023; August 12, 2023; November 10, 2023 and February 12, 2024.

Name	Meetings Attended
Mr. Sachin Kharkia	4
Ms. Kiran Singhal	4
Mr. Nishant Garg	4

During the financial year under review, all the recommendations made by the Audit Committee were accepted
by the Board.

II.NOMINATION AND REMUNERATION COMMITTEE

The Board has constituted a Nomination and Remuneration Committee with all the members being Non¬
Executive Independent Directors except one. The Chairman of the Committee is an Independent Director.

Composition of the Nomination and Remuneration Committee as on March 31, 2024:

Name	Designation	Category
Ms. Kiran Singhal	Chairman	Non-Executive (Independent)
Mr. Sachin Kharkia	Chairman	Non-Executive (Independent)
Mr. Nishant Garg	Member	Non-Executive (Non-Independent)

Meetings and Attendance:

During the financial year under review, the Nomination and Remuneration Committee met 1 (One) time on
November 25, 2023.

Name	Meetings Attended
Ms. Kiran Singhal	1
Mr. Sachin Kharkia	1
Mr. Nishant Garg	1

[^STAKEHOLDERS'' RELATIONSHIP COMMITTEE

The Board has constituted a Stakeholders'' Relationship Committee with all the members being Non-Executive
Independent Directors except one.

Composition of the Stakeholders'' Relationship Committee as on March 31, 2024:

Name	Designation	Category
Mr. Nishant Garg	Chairman	Non-Executive (Non-Independent)
Mr. Sachin Kharkia	Member	Non-Executive (Independent)
Ms. Kiran Singhal	Member	Non-Executive (Independent)

Meetings and Attendance:

During the financial year under review, the Stakeholders'' Relationship Committee met 1 (One) time on August
12, 2023.

Name	Meetings Attended
Mr. Nishant Garg	1
Mr. Sachin Kharkia	1

Ms. Kiran Singhal

1

Details of complaints received and redressed during the financial year under review:

The Company received NIL complaints from the shareholders during the financial year under review. The
Company has a practice to redress to the satisfaction of the shareholders effectively within the statutory time
limit if any complaints are received.

No complaint was pending at the end of financial year as on March 31, 2024.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

A policy has been framed which sets out the guiding principles for selection and appointment of Directors
including determining qualifications and independence of a Director, Key Managerial Personnel (KMP), Senior
Management Personnel and their remuneration and other matters provided under Section 178(3) of the Act.

The Policy also provides for the factors in evaluating the suitability of individual Board members with diverse
background and experience that are relevant for the Company''s operations.

Pursuant to the provisions of Section 134(3)(e) of the Act, the Nomination and Remuneration Policy of the
Company which lays down the criteria for determining qualifications, competencies, positive attributes and
independence for appointment of Directors and policies of the Company relating to remuneration of Directors,
KMP and other employees is available on the website of the Company at www.iindalleasefin.in

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the financial year under review, as stipulated under the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
(the “Listing Regulations”), is annexed to this Report as “Annexure A”.

CORPORATE GOVERNANCE

Pursuant to the threshold limit as stipulated in Regulation 15(2)(a) of the Listing Regulations, the Corporate
Governance Report as prescribed in Regulation 27 read with para C, D and E of Schedule V of the Listing
Regulations, is not applicable to the Company since the paid-up equity share capital of the Company is less
than Rs. 10 Crores and net worth is less than Rs. 25 Crores as at March 31, 2024.

However, the Company has made every effort to comply with the provisions of the Corporate Governance and
to see that the interest of the members and the Company are properly served. It has always been the
Company''s endeavor to excel through better Corporate Governance and fair and transparent practices, many
of which have already been in place even before they were mandated by the law of land.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to criteria based on market capitalization in Regulation 34(2)(f) of the Listing Regulations, Business
Responsibility and Sustainability Report (BRSR) on the environmental, social and governance disclosures, is
not applicable to the Company.

PERFORMANCE EVALUATION

The Performance Evaluation framework has been designed in compliance with the Act and the Listing
Regulations to evaluate annual performance of the Board, Committees and other Individual Directors
(including Independent Directors) which include criteria for performance evaluation of Non-Executive
Directors and Executive Directors.

In accordance with the manner specified by the Nomination and Remuneration Committee, the Board carried
out annual performance evaluation of the Board, its Committees and Individual Directors. The Independent
Directors carried out annual performance evaluation of the Non-Independent Directors and the Board as a
whole. The exercise was carried out through an evaluation process covering aspects such as composition of
the Board, experience, competencies, governance issues etc. The Chairman of the respective Committees
shared the report on evaluation with the respective Committee members. The performance of each
Committee was evaluated by the Board, based on the report on evaluation received from respective
Committees. A consolidated report was shared with the Chairman of the Board for his review and giving
feedback to each Individual Directors.

VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) of the Act, read with Rule 7 of the Companies (Meetings of Board
and its Powers) Rules, 2014 and Regulation 22 of the Listing Regulations and in accordance with the
requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015,
the Board of Directors had approved the Policy on Vigil Mechanism/Whistle Blower and the same has been
hosted on the website of the Company.

Over the years, the Company has established a reputation for doing business with integrity and displays zero
tolerance for any form of unethical behavior. The mechanism under the Policy has been appropriately
communicated within the organization. The Company has established a Vigil Mechanism through which
Directors, employees and business associates may report unethical behavior, malpractices, wrongful conduct,
fraud, violation of the Company''s Code of Conduct and leak or suspected leak of unpublished price sensitive
information without fear of reprisal.

PREVENTION OF INSIDER TRADING

The Board has formulated code of conduct for regulating, monitoring and reporting of trading of shares by
Insiders. This code lays down guidelines, procedures to be followed and disclosures to be made by the insiders
while dealing with shares of the Company and cautioning them on consequences of non-compliances.

COST RECORDS

The maintenance of cost records and requirement of cost audit as prescribed under Section 148(1) of the Act
has not been specified by the Central Government for the nature of the business activities carried out by the
Company.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, (i) a statement showing the names
of top ten employees in terms of remuneration drawn and names and other particulars of the employees
drawing remuneration in excess of the limits set out in the said rules; and (ii) the disclosures relating to
remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual
Report excluding the aforesaid information is being sent to the members of the Company. The said
information is available for inspection on all working days, during business hours, at the Registered Office of
the Company.

Any member interested in obtaining such information may write to the Company Secretary at the Registered
Office of the Company and the same will be furnished upon request.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company is committed towards providing a healthy environment and does not tolerate any
discrimination and/or harassment in any form. The Company has in place an Internal Complaints Committee
to prevent sexual harassment of women at workplace and redress the complaints in this regard, if any.

During the financial year under review, the Company did not receive any such complaint.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and 92(3) of the Act read with Rule 12 of the Companies (Management and
Administration) Rules, 2014, an extract of Annual Return has been placed on the website of the Company at
www.iindalleasefin.in

LISTING

The equity shares of the Company, total 30,08,900 of Rs. 10/- each, are listed on the BSE Limited as on the
date of this Report.

The Company has paid annual listing fees to BSE Limited for the financial year 2024-25 within stipulated time
period.

DEMATERIALIZATION OF SHARES AND LIQUIDITY

As at March 31, 2024, 24,47,900 equity shares have been dematerialized which account for 81.35% of the
total equity. The shares of your company are being traded in electronic form and the Company has established
connectivity with Central Depository Services (India) Limited (CDSL) and National Securities Depository
Limited (NSDL). In view of the numerous advantages offered by the Depository system, members are
requested to avail the facility for dematerialization of shares from either of the Depositories as aforesaid.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO

In view of the nature of the business activities carried out by the Company, primarily being involved in leasing,
financing and investment activities and not involved in any industrial or manufacturing activities, has no
particulars to report pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 relating to Part A- Conservation of Energy and Part B- Technology Absorption, are not
applicable to the Company. However, the Company makes all efforts towards conservation of energy,
protection of environment and ensuring safety.

Foreign Exchange earnings and outgo as stipulated in Part C of the said Rules were NIL during the financial
year under review.

HEALTH, SAFETY AND ENVIRONMENT PROTECTION

The Company has complied with all the applicable environmental laws. The Company has been complying
with the relevant laws and has been taking all necessary measures to protect the environment and maximize
the employees'' protection and safety.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, Directors confirm that:

a) in preparation of the annual accounts for the financial year ended March 31, 2024, the applicable
Accounting Standards read with requirements set out under Schedule III to the Act have been followed and
there are no material departures from the same;

b) they 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 as on March 31, 2024 and of the loss of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and are operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems are adequate and operating effectively.

AUDITORS AND AUDITORS'' REPORT
. STATUTORY AUDITORS

M/s. Goyal Nagpal & Co., Chartered Accountants were appointed as Auditors of the Company for a term of 5
(Five) consecutive years at the Annual General Meeting held on September 30, 2019, but they resigned from
the office of Statutory Auditors of the Company w.e.f. August 14, 2024.

To fil the casual vacancy caused by resignation of M/s. Goyal Nagpal & Co., the Board appointed M/s. Ghosh
Khanna & Co. LLP (Firm Registration No. 003366N) as Statutory Auditors of the Company on September 2,
2024. The Board proposes their confirmation, approval and re-appointment for a period of (Five) consecutive
years from the conclusion of 30^th Annual General Meeting of the Company till the conclusion of 35^th Annual
General Meeting of the Company. Accordingly, a resolution seeking approval of members for above
appointment of Statutory Auditors is provided in the Notice to the ensuing Annual General Meeting. They have
confirmed their eligibility and qualifications required under the Act for holding office as Auditors of the
Company, if appointed at the ensuing Annual General Meeting.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for
any further comments. The Auditors'' Report does not contain any qualification, reservation, adverse remark
or disclaimer.

[I.SECRETARIAL AUDITORS

The Board appointed Parveen Rastogi & Co., Practising Company Secretaries as the Secretarial Auditors of the
Company to conduct Secretarial Audit for the financial year 2023-24. The Secretarial Auditor''s Report for the
financial year ended March 31, 2024, is annexed to this Report as “Annexure B”.

The Board states that the Secretarial Auditor of the Company has given qualified report for the financial year
ended March 31, 2024. The observations of Secretarial Auditor and management''s explanation to the said
observations are given as under: -

Secretarial Auditor''s qualification	Management''s explanation
All shares of the Company are not dematerialized	In the opinion of the management, the Company has already sent individual letters to physical shareholders for getting the shares dematerialized.
Non-Compliance with appointment of Company Secretary & Compliance Officer	In the opinion of the management, the Company has made its efforts to appoint Company Secretary, however, was not able to find the suitable candidate, hence re-appointed same person.

Non-Submission of Cash Flow Statement and Statement of Assets and Liabilities while submitting the Financial Results for quarter and year ended March 31, 2023	The Company applied for waiver of fine levied and a partial waiver was granted. The Company paid total fine of INR 5,72,300/- on March 30, 2024.
Non-submission of Shareholding Pattern within the period prescribed for quarter ended June 30, 2023	The Company applied for waiver of fine levied and waiver was rejected. The Company paid total fine of INR 37,760/- thereafter.
Non-compliance with requirement to appoint a qualified company secretary as the compliance officer for quarter ended September 30, 2023 and December 31, 2023	The Company paid total fine of INR 1,68,740/- on March 30, 2024.
The Company has not completed the following registration process as applicable to NBFC Companies	In the opinion of the management, the Company is under process for registration process as applicable to NBFC Companies.

III.INTERNAL AUDITORS

The Board appointed Mr. Suresh Chand Khandelwal as the Internal Auditor of the Company to conduct
internal audit of the internal records maintained by the Company for the financial year under review pursuant
to provisions of Section 138 of the Act read with Rule 13 of the Companies (Accounts) Rules, 2014. The
Internal Auditor placed before the Board the Internal Auditors'' Report, which is self-explanatory and do not
call for any further comments.

GENERAL

The Board states that no disclosure or reporting is required in respect of the following matters as there were
no transactions or applicability on these items during the financial year ended on March 31, 2024:

i) Details relating to deposits covered under Chapter V of the Act;

ii) Issue of equity shares with differential rights as to dividend, voting or otherwise;

iii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme;

iv) The Company does not have any scheme of provision of money for the purchase of its own shares by
employees or by trustees for the benefit of employees;

v) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact
the going concern status and Company''s operations in future;

vi) No fraud has been reported by the Auditors to the Audit Committee or the Board;

vii) There has been no change in the nature of business of the Company;

viii) The Managing Director of the Company neither receive any remuneration nor any commission from the
Company;

ix) There is no application made / proceeding pending under the Insolvency and Bankruptcy Code, 2016;
and

x) There was no instance of one-time settlement with any Bank or Financial Institution.
ACKNOWLEDGEMENTS AND APPRECIATION

The Board appreciates the trust reposed by the investor fraternity and clients in the Company and look
forward to their continued patronage. The Board would like to thank the Financial Institutions, Bankers and
Government Authorities for their continued support and all stakeholders for the continued confidence and
trust placed by them with the Company. The Board also appreciates the contribution made by the employees
at all levels for their hard work, dedication, co-operation and support for the growth of the Company.

For and on behalf of the Board of Directors of
JINDAL LEASEFIN LIMTED

Sd/- Sd/-

Surender Kumar Jindal Chavi Rungta

Place: New Delhi Managing Director Director

Date : September 2, 2024 DIN: DIN: 00481039

00130589