Your Directors have pleasure .n presenting the 41“ Annual Report of the Company along with the Audited
Financial Statements of "Classic Leasing & Finance Ltd." ("the Company") for the year erded on 31“
March, 2024:

FINANCIAL HIGHLIGHTS

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

STATE OF COMPANY'S AFFAIRS

The Company is primarily engaged in the business of leasing and financing activities. During tlw year under
review, the Company had earned total reverue cf Rs. 62,85,862/-. The net profit after tax of tie Company
stood at Rs. 18,36,603/- for the Financial Year uiied 31“ March, 2024.

There has been no change in the business of th; Company during the financial year ended 31“ March, 2024.
DIVIDEND

Your directors have not recommended any d v dend during the year, as the company proposes tc reserve
the profit for development and expansion activity in future.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
(1F.PF1

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

Your Directors do not pr apose to transfer any amount to Reserves.

SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on 31“ March, 2024 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.

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 b\
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
tine 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 beer, passed by the regulators or courts or tribunals having impact
on die going concern status and company's operations in future.

PFI AILS OF SUBSIPIARY/IOINT VENTURES/ASSOCIATE COMPANIES

The Company does not have any Subsidiary. Associate or Joint Venture Company as on 3T¹ March, 2024.
FUBL1C PEPOSITS

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"’ Annual General Meeting, the members of the Company had appointment M/s. Agarv/al Khetan
& Co., Chartered Accountants (FRN: 330054E) as the statutory auditors of the Company for a period of 5
\ ears, to hold office till the conclusion of 45* ACM to be held in the year 2028.

PET AILS OF FRAUP REPORTEP BY THE AUP1TORS

Thire is no fraud reported by the auditor h :he Company during the financial year ended 31** Ma-ch, 2024.
SECRETARIAL AUPITOR

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 2023-24. The
Secretarial Audit Report of the Company is annexed as "Annexurc A".

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*¹ March, 2024 on the Financial Statements of tire
Company forms part of tire Annual Report The said report was issued by the Statutory Auditor with an
jr modified opinion. The Qualification anc other observations by the Auditor is self explanatory and does
net require any comment

Secreinrjil Audit Report:

The Company has complied w.th most of the provisions of SEB1 (LODR) Regulations, 2015. The Company
will tak? necessary steps tc ensure timely compliances of all provisions of the Companies Act, 2013 and SEB1
Regulations, as applicable.

ANNU XL RETURN

The Amual Return of the Company as on 31“ March, 2024 in Form MGT - 7 is in accordance with Section
92(3) o' the Act read with the Companies (Management and Administration) Rules, 2014 and will be
availab e on the website of the Company at www.classicleasing.net.

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

Since tnere 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)(na) of the Companies Art, 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 Ccmpany 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 E LOWER POLICY

The Canpany has adoptee 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
througi this policy to raise thfir concerns on any violation of legal or regulatory requirements, suspicious
fraud, misfeasance, misrepresantation of any financial statements and reports, it also provides for direct
access x> the Chairman of the Audit Committee. The Vigil Mechanism/Whistle Blower Policy is oeing made
availat le on the Company s website www.classicleasing.net.

NOMINATION AND REMUNERATION POLICY

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to Section 152 of the Companies Act, 2013, Mr. Chandra Shekhar Sony (DIN: 06431942), Managing
Director, being 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.

Further, Mr. Joyjit Das as the Company Secretary cum Compliance Officer of the Company w.e.f. 1*' June,
2023.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year 7 (Seven) number of Board Meetings were held on 19^th May, 2023, 31“ May, 2023, 9^th
August, 2023, 27* October, 2023 , 9^th November, 2023 ,9^th February, 2024 and 16* February, 2024
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 19* May, 2023, 9* August, 2023, 9* November,
2023 and 9* February, 2024 respectively.

ANNUAL EVALUATION BY THE BOARD

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:

• A:tendance of Board Meetings;

• Quality of contribution tr Board deliberations;

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

• Pioviding perspectives md feedback going beyond information provided by the management;

• Commitment to sharehex der and other stakeholder interests.

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

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company being a Non-Braking Financial Company (NBFC), the provisions of Section 186 of the
Companies Act, 2013 read with ?ule 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 t~ansacdons pursuant to sub-section (1) of Section 188 of the Companies Act,
2013, disclosure in Form AOC-1, is no: required to be attached to this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

CORPORATE GOVERNANCE

The paid-up equity share capita* of the Company is below Rs. 10 Crore and net worth is below Rs. 25 Crore,
hence, the provis.ons of Co morate Governance as per SEB1 (Listing Obligations and Disclosure
Requirement) Regulations, 2015 are not applicable to the Company.

COMPLIANCE WITH SECRETARIAL STANDARDS (SS)

During tie 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 record j 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 REDRESSAL1 ACT. 2013

The company is committed to provide a safe and secure work environment to the employees and las in
place a policy for prevention of sexual harassmer: of women in accordance with the Act. As per the said
policy, every woman employee is treated with dignity, respect, equality. There is zero tolerance towards
sexual harassment and invites serious disciplinary action. The Company did not receive any complain
during the year 2023-24. The policy on prevention of sexual harassment at work place can be accessed in the
company's website at www.classicleasine.net.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 131(5) of the Companies Act, 2013, your Directors state thit:

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

b) the directors had selected such accounting poficies 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
tine company at the end of the financial yeai 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 interna! financial controls to be followed by the company and that such
internal financial controls are adequate ard 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.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received requisite declarations from Independent Directors.

PARTICULARS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER 1NSOLVTNCY
AND BANKRUPTCY CODE, 2016

There is no application made or any proceeding pending under Insolvency and Bankruptcy Code, 2016
during the year under review.

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 :he 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 & Finance Ltd- p_or classic Leasing & Finance Ltd.

--Q-W 4—7

C kector/Authorisod Signatory Oirector/Authonsed Signatory

Date: 3C^,lh August, 2024 Chandra Shekhar Sony Prabir Ghosh

Place: Kolkata Managing Director Director

DIN: 06431942 DIN: 03483127