Your Directors have pleasure in presenting the 42^nd Annual Report of the Company along with the
Audited Financial Statements of "Classic Leasing & Finance Ltd." ("the Company") for the year
ended on 31” March, 2025:

FINANCIAL HIGHLIGHTS

During the year under review, the performance of your Company is as under:

STATE OF COMPANY'S AFFAIRS

The Company is primarily engaged in the business of leasing and financing activities. During the year
under review, the turnover of the Company is Rs. 88.57 lakh and the net profit after tax stood at Rs.
46.17 lakh for the Financial Year ended 31” March, 2025.

There has been no change in the business of the Company during the financial year ended 31” March,
2025.

DIVIDEND

Your directors have not recommended any dividend during the year, as the company proposes to
reserve the profit for development and expansion activity in future.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND (IEPF)

Pursuant to Sections 124 and 125 of the Companies Act, 2013 read with the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 {"IEPF Rules") there

was no unclaimed/unpaid dividend, hence the company is not required to transfer any amount to
Investor Education and Protection Fund.

RESERVES

The Company has transferred a sum of Rs. 9.23 lakhs to the Statutory Reserves as per RBI guidelines.
Apart from this, no other amount was transferred to Reserves.

SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on 31^st March, 2025 was Rs. 3,00,02,000/-.
During the year under review, the Company has not issued any Shares, Shares with Differential
Rights, Convertible Warrant, Stock Options or Sweat Equity. Further, the Company has not issued
any Debenture, Bonds or Convertible Securities during the financial year.

However, the Company vide Extra-Ordinary General Meeting (EGM) dated 18^th February, 2025
increased the Authorised Capital from Rs. 3,50,00,000/- to Rs. 13,00,00,000/-. At the same EGM, the
Company has decided to issue shares on Preferential Basis upto 97,50,000 Equity Shares of Rs. 10/-
each. Subsequently, the Company has applied to BSE Limited for "In-principle Approval" but the
same was rejected.

MANAGEMENT DISCUSSION AND ANALYSIS

The Company's business activity primarily falls within a single business segment i.e., business of
activities of leasing and financing. The analysis on the performance of the industry, the Company,
internal control systems, risk management are presented in the Management Discussion and Analysis
Report forming part of this report.

RISK MANAGEMENT POLICY

Risk Management is the process of identification, assessment and prioritization of risks followed by
coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of
unfortunate events or to maximize the realization of opportunities. Considering the volume, size and
business of the company no major risks have been identified by the Company. However, measures
have been formulated in the areas such as business, financial, human, environment and statutory
compliances.

MATERIAL CHANGES BETWEEN END OF FINANCIAL YEAR AND DATE OF BOARD
REPORT

No material changes and commitments, affecting the financial position of the company, have
occurred between the end of the financial year of the company to which the financial statements relate
and the date of the report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE

No significant and material orders have been passed by the regulators or courts or tribunals having
impact on the going concern status and company's operations in future.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Associate or Joint Venture Company as on 31^st March,
2025.

PUBLIC DEPOSITS

Your Company has not accepted/invited deposits from the public falling within the ambit of Section
73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

STATUTORY AUDITORS

At the 40^th Annual General Meeting, the members of the Company had appointment M/ s. Agarwal
Khetan & Co., Chartered Accountants (FRN: 330054E) as the statutory auditors of the Company for a
period of 5 years, to hold office till the conclusion of 45^th AGM to be held in the year 2028.

The Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of
the Company.

DETAILS OF FRAUD REPORTED BY THE AUDITORS

There is no fraud reported by the auditor in the Company during the financial year ended 31^st March,
2025.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors have appointed Ms.
Twinkle Agarwal, Practicing Company Secretary, for conducting secretarial audit of the company for
the financial year 2024-25. The Secretarial Audit Report of the Company is annexed as "Annexure A".

Further, pursuant to Section 204 of the Companies Act, 2013 read with SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board proposes to appoint Ms. Twinkle Agarwal,
Practicing Company Secretary (ACS: 52868) as the Secretarial Auditor of the Company for a period of
5 (five) years, subject to approval of members at the ensuing Annual General Meeting (AGM).

MANAGEMENTS COMMENT ON QUALIFICATION, RESERVATION OR ADVERSE REMARK
OR DISCLAIMER GIVEN IN AUDIT REPORTS

Independent Auditors Report:

The Auditor's Report for the Financial year ended 31^st March, 2025 on the Financial Statements of the
Company forms part of the Annual Report.

Secretarial Audit Report:

The Company has complied with most of the provisions of SEBI (LODR) Regulations, 2015. The
Company will take necessary steps to ensure timely compliances of all provisions of the Companies
Act, 2013 and SEBI Regulations, as applicable.

The Annual Return of the Company as on 31^st March, 2025 in Form MGT - 7 is in accordance with
Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014 and
will be available on the website of the Company at www.classicleasing.net.

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

Since there is no manufacturing activity carried out by the Company, the particulars in respect of
conservation of energy and technology absorption as required u/s 134(3)(m) of the Companies Act,
2013 are not furnished.

During the year, there was no foreign exchange outgo in terms of actual outflows and there was no
foreign exchange earning in terms of actual inflows.

REMUNERATION RATIO TO DIRECTORS/KMP/EMPLOYEES

The Company does not have any employee who is in receipt of remuneration as per the provisions of
Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment &
Remuneration) Rules, 2014.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Vigil Mechanism/Whistle Blower Policy to provide a formal mechanism
to the Directors and employees to report their concerns about unethical behavior, actual or suspected
fraud or violation of the Company's Code of Conduct or Ethics Policy. It aims to provide an avenue
for employees through this policy to raise their concerns on any violation of legal or regulatory
requirements, suspicious fraud, misfeasance, misrepresentation of any financial statements and
reports. It also provides for direct access to the Chairman of the Audit Committee. The Vigil
Mechanism/Whistle Blower Policy is being made available on the Company's website
www.classicleasing.net.

NOMINATION AND REMUNERATION POLICY

The Board, has framed a Nomination and Remuneration Policy for selection, appointment and
remuneration of Directors and Key Managerial Personnel including criteria for determining
qualifications, positive attributes and independence of Directors. The policy has been uploaded on the
Company's website www.classicleasing.net.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, there were no changes in the composition of the Board of Directors
and Key Managerial Personnel of the Company.

Mr. Chandra Shekhar Sony (DIN: 06431942), Managing Director appointed w.e.f. 31 July 2020 for a
term of five years, has completed his tenure on 30 July 2025. In accordance with Sections 196, 197 read
with Schedule V and other applicable provisions of the Companies Act, 2013, the Board has re-

appointed him and the proposal for his re-appointment as Managing Director will be placed before
the members at the ensuing AGM.

Pursuant to Section 152 of the Companies Act, 2013, at least two-third of the total number of
Directors (excluding independent directors) shall be liable to retire by rotation.

The Independent Directors hold office for a fixed term of not exceeding five years from the date of
their appointment and are not liable to retire by rotation.

Accordingly, Mr. Chandra Shekhar Sony (DIN: 06431942), Managing Director, being the longest in the
office among the Directors liable to retire by rotation, retires from the Board this year and, being
eligible, has offered himself for re-appointment.

The brief resume and other details relating to Mr. Chandra Shekhar Sony (DIN: 06431942) who is
proposed to be re-appointed, as required to be disclosed under Regulation 36(3) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, is incorporated in the annexure to the
notice calling ensuing Annual General Meeting.

DECLARATION BY INDEPENDENT DIRECTOR

The Company has received requisite declarations/ confirmations from the Independent Director
confirming his independence as per provisions of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The Board relies on his declaration of
independence.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year 7 (Seven) number of Board Meetings were held on 28^th May, 2024, 13^th August, 2024,
30^th August, 2024, 14^th November, 2024, 21^st January, 2025, 22^nd January, 2025 and 4^th February, 2025
respectively.

The maximum interval between any two meetings did not exceed 120 days as prescribed under the
Companies Act, 2013.

The numbers of meetings attended by the Directors are as follows:

AUDIT COMMITTEE

The Company has duly constituted the Audit Committee in terms of provisions of Companies Act,
2013.

The Committee has met 4 (four) times during the year on 28^th May, 2024, 13^th August, 2024, 14^th
November, 2024 and 4^th February, 2025 respectively.

In compliance with the provisions of the Companies Act, 2013, the Board of Directors has carried out
an annual evaluation of its own performance, board committees and individual directors.

The evaluation framework for assessing the performance of Directors comprises of the following key
areas:

• Attendance of Board Meetings;

• Quality of contribution to Board deliberations;

• Strategic perspectives or inputs regarding future growth of Company and its performance;

• Providing perspectives and feedback going beyond information provided by the
management;

• Commitment to shareholder and other stakeholder interests.

The evaluation involves self-evaluation by the Board Members and subsequently assessment by the
Board of Directors. A member of the Board does not participate in the discussion of his / her
evaluation.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company being a Non-Banking Financial Company (NBFC), the provisions of Section 186 of the
Companies Act, 2013 read with Rule 11 of the Companies (Meetings of Board and its Power), Rules,
2014 are not applicable.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

As there are no related parties transactions pursuant to sub-section (1) of Section 188 of the
Companies Act, 2013, disclosure in Form AOC -2, is not required to be attached to this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has not developed and implemented any Corporate Social Responsibility initiatives as
the provisions of Section 135 of the Companies Act, 2013 are not applicable to your company.

CORPORATE GOVERNANCE

The paid-up equity share capital of the Company is below Rs. 10 Crore and net worth is below Rs. 25
Crore, hence, the provisions of Corporate Governance as per SEBI (Listing Obligations and Disclosure
Requirement) Regulations, 2015 are not applicable to the Company.

COMPLIANCE WITH SECRETARIAL STANDARDS (SS)

During the period under review, the Company has complied with the provisions of SS-1 and SS-2
with respect to Meeting of Board of Directors and General Meetings respectively.

COST RECORDS

The maintenance of cost records as specified by the Central Government under sub-section (1) of
Section 148 of the Companies Act, 2013 is not required by the Company.

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

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013 ('POSH Act') and Rules made thereunder, your Company have constituted
Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment
of women employees at workplace.

During the financial year under review, the Company has complied with all the provisions of the
POSH Act and the rules framed thereunder. Further details are as follow:

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your Directors state

that:

a) in the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;

b) the directors had 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 / loss of the
company for that period;

c) the directors had 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 had 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; and

f) 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.

PARTICULARS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER

INSOLVENCY AND BANKRUPTCY CODE, 2016

There is no application made or any proceeding pending under Insolvency and Bankruptcy Code,

2016 during the year under review.

DISCLOSURE WITH RESPECT TO VALUATION

During the year under review there was no instance of onetime settlement with any Bank or Financial

Institution. Accordingly, disclosure relating to the details of difference between amount of the

valuation done at the time of onetime settlement and the valuation done while taking loan from the
Banks or Financial Institutions along with the reasons thereof, is not applicable to the Company.

MATERNITY BENEFIT

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961,
and has extended all statutory benefits to eligible women employees during the year.

ALTERATIONS TO MEMORANDUM AND ARTICLES OF ASSOCIATION

The Company vide members approval at the Extra-Ordinary General Meeting dated 18th February,

2025 has adopted new set of Memorandum and Articles of Association as per Companies Act, 2013.

ACKNOWLEDGEMENTS

The Board of Directors of your company wishes to express sincere gratitude for the cooperation,
support and guidance provided from time to time by the Government, statutory auditors, business
associates, consultants and look forward to their continued co-operation in the years to come. The
Directors of your Company place on record the appreciation for the dedicated and sincere services
rendered by the employees at all levels,

For and on behalf of the Board of Directors
Classic Leasing & Finance Ltd.

For Classic Leasing a Finance Ltd. for Classic Leasing & Finance Ltd.

> Director/Authorised Signatory Direclor/Aulhcrised Signatory

Date: 12^th August, 2025 Chandra Shekhar Sony Prabir Ghosh

Place: Kolkata Managing Director Director

DIN: 06431942 DIN: 03483127