Your Directors take pleasure in presenting the 43^rd Annual Report on the business and operations of
your Company along with the audited standalone financial statements for the year ended 31st
March, 2024.

COMPANY OVERVIEW

Rita Finance and Leasing Limited was originally incorporated under Companies Act, 1956 with name
of Rita Holdings Limited on 19^th May, 1981. The Company's shares was listed on BSE and MSEI i:e
Metropolitan Stock Exchange of India Limited on 13^th March, 2015and registered with Reserve Bank
of India as an non banking financial Company bearing registration number 14.01024 on 10^th August,
1998.

FINANCIAL PERFORMANCE OF THE COMPANY

The Company's financial results are as under:

(Rs. in 000)

BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR

The total revenue from operations of your Company for the year ended March 31, 2024 is
'10798.01 thousand as against ' 11590.94 thousand for the year ended March 31, 2023. The Profit
before tax is ' 6170.36 thousand ascompared to ' 10002.49 thousand in the previous year. The
Profit after tax for the year ended March 31, 2024 is of ' 4507.06 thousand as compared to '
7492.49in the previous year ended March 31, 2023.

STATE OF COMPANY'S AFFAIRS

With the expected positive momentum in the Indian economy, the Company is focused on growth
and achieving profitability along with a renewed commitment to customer service. Innovations,
investment and positive modifications are expected in the near future, boosting the Company's
revenue. Together with forward looking strategy, the Company is also focusing extensively on
expanding the business and operational improvements through various strategic projects for
operational excellence.

RESERVES

Your Company has transferred an amount to general reserve out of the profits of the year.

RBI GUIDELINES

The Company continues to fulfill all the norms and standards laid downby the Reserve Bank of India
for the Non Banking Financial Company.

CHANGE IN REGISTERED OFFICE

The Registered office of the company has been shifted from D-328, Basement Floor, Defence Colony
, New Delhi-110024 to 325, IIIrd Floor, Aggarwal Plaza, Sec-14, Rohini, Delhi-110085 w.e.f 27th July,
2024.

DIVIDEND

The Company needs further funds to enhance its business operations, to upgrade the efficiency and
to meet out the deficiencies in working capital. The Directors, therefore, do not recommend any
dividend on Equity Shares for the financial year 2023-24.

SHARE CAPITAL

As on 31^st March, 2024, authorized share capital of the company is '10,00,00,000/- (Rupees Ten
crore rupee only) divided into 100,00,000 (One Crore) equity shares of ' 10/- (rupees ten) each.
There was change in the authorized capital of the company during the year.

As on 31^st March, 2024, paid up share capital of the company is '10,00,00,000/- (Rupees Ten crore
rupee only) divided into 100,00,000 (One Crore)equity shares of ' 10/- (rupees ten) each.

DEPOSITS

During the year under review, the Company has not accepted any deposits from the public under
Section 73 of the Companies Act, 2013 and rules made there under. There is no unclaimed or unpaid
deposit lying with the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANIES ACT, 2013

As being an NBFC, company's main objects is to provide loans or advances, invest, buy, sell,
transfers or deal in securities of any company, Government or local authority. Hence, the Company
does not fall under the purview of the provisions of Section 186 of the Companies Act, 2013 and
rules made there under.

LISTING OF EQUITY SHARES OF THE COMPANY

As on 31^stMarch, 2024 company's all 100,00,000 equity shares of ' 10/- each are listed on
Metropolitan Stock Exchange of India Limited and BSE Limited .

The equity shares of our company are listed on BSE on dated 27/01/2021.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY

There is no material change which may affect the financial position of the Company between the
financial year and up to the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact
the goingconcern status and Company's operations in future.

CHANGE IN NATURE OF BUSINESS

During the year under review, there has been no change in the nature of business of the Company.

CREDIT RATING

The Directors of the Company are pleased to report that the Company has membership Certificate
from all four CICs i.e. Credit Information Bureau (India) Limited (CIBIL), Equifax Credit Information
Services Private Limited (ECIS), Experian Credit Information Company of India Pvt Ltd, CRIF High
Mark Credit Information Services Pvt Ltd.

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

In view of the nature of the activities carried out by the Company, Section 134(3)(m) of the
Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to
conservation of energy and technology absorption, are not applicable to the Company. However,
the Company makes all efforts towards conservation of energy, protection of environment and
ensuring safety. During the year under review, the Company had no earnings and expenditure in
foreign exchange.

PARTICULAR OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details, as required under Section 197(12) of the
Companies Act,2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014,are given in "Annexure A" of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, a detailed Management Discussion and Analysis Report has been appended separately,
aregiven in "Annexure B"of this Report.

CORPORATE GOVERNANCE

Since, the paid- up capital of the Company is less than or equal to ' 10 Crores and Net worth is less
than ' 25 Crores, the provisions of the Corporate Governance as stipulated under Regulation 15(2)
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the
Company. However, your Company has made every effort to comply with the provisions of the
Corporate Governance and to see that the interest of the Shareholders and the Company are
properly served. It has always been the Company's endeavor to excel through better Corporate

Governance and fair & transparent practices, many of which have already been in place even before
they were mandated by the law of land.

The management of Company believes that it will further enhance the level of Corporate
Governance in the Company.

SUBSIDIARIES, HOLDING, JOINT VENTURES OR ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Holding, Joint Venture or Associate Company.

RISK MANAGEMENT

While the business risk associated with operating environment, ownership structure, Management,
System & Policy, the financial risk lies in Asset Quality, Liquidity, Profitability and Capital Adequacy.
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.

Business Risk Evaluation and Management is an ongoing process within the Organization. The
Company has a robust risk management framework to identify, monitor and minimize risk as also
identify business Opportunities.

INTERNAL CONTROL SYSTEMS

The Company's Internal Control System is designed to ensure operational efficiency, protection and
conservation of resources, accuracy and promptness in financial reporting and compliance with laws
and regulations. The internal control system is supported by an internal audit process for reviewing
the adequacy and efficiency of the Company's internal controls, including its systems and processes
and compliance with regulations and procedures.

HEALTH, SAFETY AND ENVIRONMENT PROTECTION

The Company has complied with all the applicable environmental lawand labour laws. The Company
has been complying with the relevantlaws and has been taking all necessary measures to protect
theenvironment and maximize worker protection and safety.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Board of Directors

As on March 31, 2024, your Board comprised of 3 (Three) Directors which includes two non
executive directors (including women director) and one independent directors. Your Directors on
the Board possess experience, competency and are renowned in their respective fields. All Directors
are liable to retire by rotation except Independent Directors whose term of 5 consecutive years was
approved by the Shareholders of the Company in the Annual General Meeting.

During the year under review following event took place:

*Mr. Mr. Jitendra Kumar Agarwal has ceased to be director with effect from 25.05.2023

* Mrs. Meenu Jain has appointed as an Additional Independent director w.e.f 25.08.2023 and reqularised in AGM
on dated September 30,2023.

Key Managerial Personnel

As on March 31, 2024, following members holds the position of Key Managerial Personnel are:

Ý Mrs. Rashi Singhal Company Secretary & Compliance Officer
Mr. Ram Kumar Singh Chief Executive Officer

During the year under review following event took place :

Mr. Shubham Joshi, ceased to be a company secretary & compliance officer w.e.f 30.09.2023
Mr. Ram KumarSingh, appointed as CFO and CEO of the company w.e.f 25.08.2023.

Mr. Ram Kumar Singh, resigned as CFO of the company w.e.f 12.10.2023.

Mr.Vijay Jawahar Thakur, company secretary has joined the company w.e.f 12.10.2023.

Mr. VIjay Jawahar Thakur, appointed as CFO of the company w.e.f 12.10.2023.

Mr.Vijay Jawahar Thakur, ceased to be a company secretary& compliance officer and CFO of the company w.e.f
10.12.2023.

Ms. Chanchal Sharma, company secretary & compliance officer has joined the company w.ef 01.03.2024.

Ms. Chanchal Sharma, ceased to be company secretary& Compliance officer w.e.f 30.03.2024
Ms. Rashi Singhal, company secretary & compliance officer has joined the company w.ef 01.04.2024

Board Evaluation

The performance of the Board was evaluated by the Board after seeking inputs from all the directors
on the basis of the criteria such as the board composition and structure, effectiveness of board
processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the
committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc.

In a separate meeting of independent directors, performance of non-independent directors,
performance of the board as a whole and performance of the chairman was evaluated, taking into
account the views of executive directors and non-executive directors. The same was discussed in the
board meeting that followed the meeting of the independent directors, at which the performance of
the board, its committees and individual directors was also discussed. Performance evaluation of
independent directors was done by the entire board, excluding the independent director being
evaluated.

Declaration given by Independent Directors

Pursuant to Section 149(7) of the Companies Act, 2013 read with the Companies (Appointment and
Qualifications of Directors) Rules, 2014, the Company has received declarations from all the
IndependentDirectors of the Company confirming that they meet the 'criteria of Independence' as
prescribed underSection 149(6) of the Companies Act, 2013 and have submitted their respective
declarations as requiredunder Section 149(7) of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

Familiarisation Programme

The Company has put in place an induction and familiarisation programme for all its Directors
including theIndependent Directors.

Directors' Appointment and Remuneration Policy

The Company's policy on directors' appointment and remuneration, including criteria for
determining qualifications, positive attributes, independence of a director and other matters
provided under sub section (3) of Section 178 of the Companies Act, 2013, as is adopted by the
Board.

The Company has adopted a comprehensive policy on Nomination and Remuneration of Directors
on the Board. As per such policy, candidates proposed to be appointed as Directors on the Board
shall be first reviewed by the Nomination and Remuneration Committee in its duly convened
Meeting. The Nomination and Remuneration Committee shall formulate the criteria for determining
the qualifications, positive attributes and independence of a Director and recommend to the Board
a policy, relating to the Remuneration for the Directors, Key Managerial Personnel and other
employees. The Nomination and Remuneration Committee shall ensure that—

a) The level and composition of remuneration is reasonable and sufficient to attract, retain and
motivate directors of the quality required to run the company successfully;

b) Relationship of remuneration to performance is clear and meets appropriate performance
benchmarks; and

c) Remuneration to directors and senior management involves a balance between fixed and
incentive pay reflecting short and long-term performance objectives appropriate to the working
of the company and its goals. During the year under review, none of the Directors of the
company receive any remuneration.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, your directors hereby confirm that:

(a) in the preparation of the annual accounts for the financial year ended March 31, 2024, 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 financial year and of the profit and loss 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 the Companies Act, 2013, for
safeguarding the assets of the Company and preventing and detecting fraud and other
irregularities;

(d) the directors have prepared the annual accounts for the financial year ended March 31, 2024,
on a going concern basis;

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

MEETINGS

Board Meetings

The Board of Directors of the Company met Seven (07) times during the financial year 2023-24. The
meetings of Board of Directors were held on May 30, 2023, August 14,2023 , August 25,2023 ,
September 07,2023 , October 12,2023, November 06,2023 and February 02,2024.

The Minutes of the Meetings of the Board of Directors are discussed and taken note by the board of
directors.

The Statutory Auditor, Internal Auditor and Executive Directors/ Chief Financial Officer are invited to
the meeting as and when required.

The composition of the Board of Directors, their attendance at Board Meetings and last Annual
General Meeting is as under:

The necessary quorum was present in all the meetings. The intervening gap between any two
meetings was not more than one hundred and twenty days as prescribed by the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.The agenda and
Notice for all the Meetings was prepared and circulated in advance to the Directors.

Information provided to the Board

The Board of the Company is presented with all information under the following heads, whenever
applicable and materially significant. These are summarised either as part of the agenda will in
advance of the Board Meetings or are tabled in the course of the Board Meetings. This, interalia,
includes:

Ý Annual operating plans of businesses, capital budgets, updates.

Ý Quarterly results of the Company and its operating divisions or business segments.

Ý Information on recruitment and remuneration of senior officers just below the Board level,
including appointment or removal of Chief Financial Officer and the Company Secretary.

Ý Materially important litigations, show cause, demand, prosecution and penalty notices.

Ý Fatal or serious accidents.

Ý Any material default in financial obligations to and by the Company or substantial non-payment
for services rendered by the Company.

Ý Any issue, which involves possible public liability claims of substantial nature, including any
judgment or order, which, may have passed strictures on the conduct of the Company or taken
an adverse view regarding another enterprise that can have negative implications on the
Company.

Ý Transactions had involved substantial payments towards good-will, brand equity, or intellectual
property.

Ý Significant development in the human resources front.

Ý Sale of material, nature of investments, assets which is not in the normal course of business.

Ý Quarterly update on the return from deployment of surplus funds.

Ý Non-compliance of any regulatory or statutory provisions or listing requirements as well as
shareholder services as non-payment of dividend and delays in share transfer.

Ý Significant labour problems and their proposed solutions. Any significant development in Human
Resources /Industrial Relations front like signing of wage agreement, implementation of
Voluntary Retirement Scheme etc.

Independent Directors Meetings

In due compliance with the provisions of the Companies Act, 2013 read with the rules made there
under a separate meeting of independent directors, performance of non-independent directors,
performance of the board as a whole was evaluated, taking into account the views of directors and
non-executive directors. The same was discussed in the board meeting that followed the meeting of
the independent directors, at which the performance of the Board, its committees and individual
directors was discussed.

One (1) meeting of Independent Directors was held on 14th February, 2024 during the year 2023¬
24.

Committee Meetings
Audit Committee

The primary objective of the Audit Committee is to monitor and provide effective supervision of the
management's financial reporting progress with a view to ensuring accurate timely and proper
disclosures and transparency, integrity and quality of financial reporting. The Committee oversees
the work carried out by the management, internal auditors on the financial reporting process and
the safeguards employed by them.

Brief description of the terms of reference

Ý Overview of the Company's financial reporting process and the disclosure of its financial
information to ensure that the financial statements reflect a true and fair position.

Ý Recommending the appointment, re-appointment and removal of external auditors, fixation of
audit fee and also approval for payment for any other services.

Ý Reviewing the financial statements and draft audit report, including quarterly / half yearly
financial information.

Ý Reviewing with management the annual financial statements before submission to the Board,
focusing primarily on:

o Any changes in accounting policies and practices;

o Major accounting entries based on exercise of judgment by management;
o Qualifications in draft audit report;
o Significant adjustments arising out of audit;
o Compliance with accounting standard;

o Compliance with stock exchange and legal requirements concerning financial statements;
o Any related party transactions as per Accounting Standard 18.
o Reviewing the Company's financial and risk management policies.
o Disclosure of contingent liabilities.

o Reviewing with the management, external and internal auditors and the adequacy of internal
control systems.

o Discussion with internal auditors of any significant findings and followup thereon.
o Reviewing the findings of any internal investigations by the internal auditors into matters
where there is suspected fraud or irregularity or a failure of internal control systems of a
material nature and reporting the matter to the Board.
o Looking into the reasons for substantial defaults in payments to the depositors, debenture
holders, shareholders (in case of non-payment of declared dividends) and creditors.
o Reviewing compliances as regards the Company's Whistle Blower Policy.

Ý Mandatory review of following information

o Management discussion and analysis of financial condition and results of operations;
o Statement of significant related party transactions, submitted by management;
o Management letters / letters of internal control weaknesses issued by Statutory Auditors and:
o Appointment, removal and terms of remuneration of Internal Auditor.

The Board has re-constituted the Audit Committee in accordance with the requirement of
Companies Act, 2013 and other applicable provisions. All members of Audit Committee are
financially literate and have financial management expertise. The Audit Committee comprises of
threemembers including two members as independent director out of which one is chairman of this
committee.

The Audit Committee met Four (4) times during the financial year 2023-24. The meetings of Audit
Committee were held on 30th May, 2023, 14th August, 2023, 06th Novomber, 2023 and 14th
February, 2024. The Minutes of the Meetings of the Audit Committee are discussed and taken note
by the board of directors.

The Statutory Auditor, Internal Auditor and Executive Directors/ Chief Financial Officer are invited to
the meeting as and when required.

The Composition of the Audit Committee and Their Attendance at theMeetings are as follows:

* During the year committee has been reconstituted after the resignation and appointment of directors.
Nomination and Remuneration Committee

The policy formulated under Nomination and Remuneration Committee are in conformity with the
requirements as per provisions of sub-Section (3) of Section 178 of Companies Act, 2013 and the
SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015. The Company had
Constituted Nomination and Remuneration Committee to decide and fix payment of remuneration
and sitting fees to the Directors of the Company as per provisions u/s 178 of the Companies Act,
2013.

The terms of reference of the remuneration committee in brief pertain tointer-alia, determining the
Companies policy on and approve specific remuneration packages for executive director
(s)/Manager under theCompanies Act, 2013 after taking in to account the financial position ofthe
Company, trend in the industry, appointees qualification,experience, past performance, interest of
the Company and members.

This Nomination & Remuneration committee will look after the functions as enumerated u/s 178 of
the Companies Act, 2013. This Committee has comprises three members including all members as
independent directors out of which one member is chairman of the committee.

The Nomination and Remuneration Committee met Three (3) time during the financial year 2023¬
24. The meetings of Nomination and Remuneration Committee were held on 25th ,August, 2024 ,
12^th October,2024 and 01^st March,2024.

The Minutes of the Meetings of the Nomination and Remuneration Committee are discussed and
taken note by the board of directors.

The Statutory Auditor, Internal Auditor and Executive Directors/ Chief Financial Officer are invited to
the meeting as and when required.

The Composition of the Nomination and Remuneration Committee and Their Attendance at
theMeetings are as follows:

Stakeholder's Relationship Committee

The scope of the Stakeholders' Relationship Committee is to review and address the grievance of
the shareholders in respect of share transfers, transmission, non-receipt of annual report, non¬
receipt of dividend etc, and other related activities. In addition, the Committee also looks into
matters which can facilitate better investor's services and relations.

In compliance with the provisions of Section 178 of the Companies Act, 2013 and the provisions of
SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015 the Company has an
independent Stakeholders' Relationship Committee to consider and resolvegrievances of the
Shareholders / Investors. This Committee has comprises three members including all members as
independent directors out of which one member is chairman of the committee.

The Stakeholders' Relationship Committee met Two (2) times during the financial year 202-24. The
meetings of Stakeholders' Relationship Committee were held 25th August, 2023 and 14^th
February,2024.

The Minutes of the Meetings of the Stakeholders' Relationship Committee are discussed andtaken
note by the board of directors.

The Statutory Auditor, Internal Auditor and Executive Directors/ ChiefFinancial Officer are invited to
the meeting as and when required.

The Composition of the Stakeholders' Relationship Committee and Their Attendance at theMeetings
are as follows:

Compliance Officer

Shareholders Meetings

Meetings of Shareholders/ Members of the Company held during the financial year 2023-24.

The details of meeting are as follows:

Annual General Meeting: 30th September, 2023

AUDITORS

Statutory Auditors

At the meeting held on September 03,2022, the Board of Directors has recommended the
appointment of M/s J Singh & Associates, Chartered Accountant ( FRN- 110266W ) as Statutory
Auditors of the Company in place of M/s V.N. Purohit & Co., Chartered Accountants, to hold office
from the Conclusion of this Annual General Meeting until the Conclusion of 46^th AGM on
remuneration to be fixed by the Board of Directors , subject to the approval of Members.

Ý Statutory AuditorsReports

The Statutory Auditors have given an audit report for financial year2023-24, are given
in"Annexure D"ofthis report.

Ý Statutory AuditorsObservations

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do
not call for any further comments. The Auditor's Report does not contain any qualifications,
reservations, adverse remarks or disclaimer. The Statutory Auditors have not reported any

incident of fraud to the Audit Committee or the Board of Directors under Section 143(12) of the
Companies Act, 2013 during the financial year ended March 31, 2024.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of
the Company has appointed G AAKASH & ASSOCIATES, Company Secretariesto undertake the
Secretarial Audit of the Company for the Financial Year 2023-24.

Ý Secretarial AuditorsReports

The Secretarial Auditors have given Secretarial audit report in Form MR-3 for financial year
2023-24, aregiven in"Annexure C"ofthis report.

Ý Secretarial AuditorsObservations

. Report was self explanatory and need no comments

Internal Auditors

Pursuant to the provision of Section 138 of the Companies Act, 2013 has mandated the
appointment of Internal Auditor in the Company. Accordingly, the Board had appointed M/s S.K.
Goel & Associates, Chartered Accountants, as the Internal Auditors of the Company for the financial
year 2023-24.

Ý Internal AuditorsReports

The Internal Auditors have placed their internal audit report to the company.

Ý Internal AuditorsObservations

Internal Audit Report was self explanatory and need no comments.

PARTICULARS OF CONTRACT OR ARRANGEMENT MADE WITH RELATED PARTIES
UNDER SECTION 188 OF THE COMPANIES ACT, 2013

The transactions entered with related parties during the year under review were on Arm's Length
basis and in the ordinary course of business. The provisions of Section 188 of the Companies Act,
2013 are therefore, not attracted. All related party transactions were approved by the Audit
Committee and the Board. The relevant information regarding related party transactions has been
set out in Note-21 of the Financial Statements for the financial year ended 31.03.2022

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in
e form _ MGT-7 of the company for the year will be available on the website of the company at
https://ritafinance.in/corporate-announcements .

ENHANCING SHAREHOLDER VALUE

Our Company firmly believes that its success in the market place and agood reputation is among the
primary determination of value to theshareholders.

DEMATERIALISATION OF SHARES

The Company has connectivity with NSDL & CDSL for dematerializationof its equity shares. The ISIN-
INE018S01016has been allotted for theCompany. Therefore, the matter and/or investors may keep
theirshareholding in the electronic mode with their Depository Participates.93.89% of the
Company's Paid-up Share Capital is in dematerializedform and balance 6.11% is in physical form as
on 31^st March, 2024.

VIGIL MECHANISM (WHISTLE BLOWER POLICY)

In compliance with the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of
the Companies(Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 the Board of Directors of your
Company has adopted the Vigil Mechanism and Whistle Blower Policy.

The Company believes in the conduct of its affairs in a fair and transparent manner by adopting
highest standards of professionalism, honesty, integrity and ethical behavior. The Company is
committed to develop a culture in which every employee feels free to raise concerns about any poor
or unacceptable practice and misconduct. In order to maintain the standards has adopted lays down
this Whistle Blower Policy to provide a framework to promote responsible and secure whistle
blowing.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT 2013 READ WITH RULES

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the
Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.
Internal Complaints Committee (ICC) has been set up to redress complaints received regarding
sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under
this policy.

The following is a summary of sexual harassment complaints received and disposed off during the
year 2023-24:

Ý No of complaints received : 0

Ý No of complaints disposed off : N.A.

HUMAN RESOURCES

People remain the most valuable asset of your Company. Your Company follows a policy of building
strong teams of talented professionals. Your Company continues to build on its capabilities in
getting the right talent to support different products and geographies and is taking effective steps to
retain the talent. It has built an open, transparent and meritocratic culture to nurture this asset.

The Company recognizes people as its most valuable asset and The Company has kept a sharp focus
on Employee Engagement. The Company's Human Resources is commensurate with the size, nature
and operations of the Company.

CORPORATE SOCIAL RESPONSIBILITY

The Company is not required to spend any amount in respect of Corporate Social Responsibility as
provisions relating to Corporate Social Responsibility under Section 135 of Companies Act, 2013 is
not applicable to Company.

DISCLOSURE OF FRAUDS IN THE BOARD'S REPORT UNDER SECTION 143 OF THE
COMPANIES ACT, 2013

During the year under review, your Directors do not observe any transactions which could result in a
fraud. Your Directors hereby declares that the Company has not been encountered with any fraud
or fraudulent activity during the Financial Year 2023-2024.

OTHER DISCLOSURES

Your Directors state that during the financial year 2023-24:

Ý The Company did not issue any equity shares with differential rights as to dividend, voting or
otherwise.

Ý The Company did not issue any Sweat Equity shares.

Ý The Company does not have any scheme of provision of money for the purchase of its own shares
by employees orby trustees for the benefit of employees.

COMPLIANCE

The Company has complied and continues to comply with all the applicable regulations, circulars
and guidelines issued by the Ministry of Corporate Affairs (MCA), Stock Exchange(s), Securities and
Exchange Board of India (SEBI) etc.

The Company has complied with all applicable provisions of the Companies Act, 2013, Listing
Agreement executed with the Stock Exchange(s), SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and other applicable rules/regulations/guidelines issued from time
to time.

SECRETARIAL STANDARDS OF ICSI

Pursuant to the approval by the Central Government to the Secretarial Standards specified by the
Institute ofCompany Secretaries of India 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 wererevised with effect from October 01, 2017. The Company is in
compliance with the Secretarial Standards.

CAUTIONARY STATEMENT

Statements in the Board's Report describing the Company'sobjectives, projections, estimates,
expectations or predictions may be "forward looking statements" within themeaning of applicable
securities laws and regulations. Actual results could differ materially from those expressed
orimplied. Important factors that could make a difference to your Company's operations include
global and Indiandemand supply conditions, finished goods prices, feed stock availability and prices,
cyclical demand and pricing inyour Company's principal markets, changes in Government
regulations, tax regimes, economic developmentswithin India and the countries within which your
Company conducts business and other factors such as litigationand labour negotiations. Your
Company is not obliged to publicly amend, modify or revise any forward lookingstatements, on the
basis of any subsequent development, information or events or otherwise.

ACKNOWLEDGMENT

Your Directors wish to express their sincere appreciation for the support and cooperation, which the
Company continues to receive from its clients, Banks, Government Authorities, Financial Institutions
and associates and are grateful to the shareholders for their continued support to the Company.

Your Directors place on record their appreciation for the contributions made and the efforts put in
by the management team and employees of the Company at all level.

By the order of Board of Directors of
Rita Finance and Leasing Limited

Kiran Mittal Pawan Kumar Mittal

Director Director

DIN :00749457 DIN: 00749265

Date: 04/09/2024
Place: New Delhi