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

1. FINANCIAL RESULTS

(Rs. in Lakhs)

2. FINANCIAL PERFORMANCE AND OPERATIONAL REVIEW

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

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

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

3. DIVIDEND

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

4. TRANSFER TO RESERVES

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

5. CHANGE IN THE NATURE OF BUSINESS

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

6. SHARE CAPITAL

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

• BUY BACK OF SECURITIES:

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

• SWEAT EQUITY:

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

• BONUS SHARES:

No Bonus Shares were issued during the year under review.

• EMPLOYEES STOCK OPTION PLAN:

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

7. MATERIAL CHANGES AND COMMITMENTS

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

8. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

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

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

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

10. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

List of Directors:

List of Key Managerial Personnel:

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

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

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

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

11. NUMBER OF THE MEETING OF THE BOARD OF DIRECTORS

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

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

12. ATTENDANCE OF DIRECTORS

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

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

13. COMMITTEES

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

? Audit Committee:

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

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

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:

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.

14. EVALUATION OF DIRECTORS, BOARD AND COMMITTEES

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

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

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

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

16. DECLARATION ON INDEPENDENCE OF DIRECTORS

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

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

17. FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS

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

18. PARTICULARS OF EMPLOYEES

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

19. DIRECTORS' RESPONSIBILITY STATEMENT

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

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

b. The Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the company at the end of the 31 March,
2024 of the profit and loss account of the company for that period.

c. The Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities.

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

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

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

20. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

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

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

21. PUBLIC DEPOSITS

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

22. LOAN FROM DIRECTOR:

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

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

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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

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

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

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

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

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

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

26. RISK MANAGEMENT POLICY IMPLEMENTATION

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

27. VIGIL MECHANISM

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

28. CORPORATE SOCIAL RESPONSIBILITY:

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

29. STATUTORY AUDITOR AND STATUTORY AUDITOR'S REPORT

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

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

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

30. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

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

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

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

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

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

31. INTERNAL AUDITOR

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

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

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

33. ANNUAL RETURN

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

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

35. CODE FOR PREVENTION OF INSIDER TRADING

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

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

36. CORPORATE GOVERNANCE

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

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

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

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

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

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

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

38. INSIDER TRADING CODE

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

39. LISTING OF SECURITIES

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

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

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

41. RESERVE BANK OF INDIA (RBI) GUIDELINES

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

42. CAUTIONARY STATEMENT

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

43. ACKNOWLEDGMENT

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

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

Pradeep Saremal Jain Harsha Hitesh Bhanshali
Place: Vadodara Director Director

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