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)

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:

List of Key Managerial Personnel:

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:

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:

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

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:

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:

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.

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":

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:

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".