Your Directors'¹ ore pleased to present the 40^th Annual Report and Audited Financial Statements
(Sts nils I one Rt Consolidated) of ARCO LEASING LIMITED, for the financial year ended March St,
2024.

FINANCIAL RESULTS

Th e Co m p a n/s f in a n cial pe rform a n ce f o r t h e y ea r e n d e d 31M arc h 2024 is su m ma rl zed b elow:

(Rs. In Lakhs}

PERFORMANCE OF THE COMPANY

During the year under review, the Company has failed to generate a revenue as compared to Rs.19
Lakhs, in the previous year which led to reduction in the overall income of t.he Company to Rs.1.28
Lakhs as compared to Rs. 20.23 lakhs of previous year.

Total expenditure of the Company was increased to Rs.13.60 Lakhs as compared to 111.4-9 lakhs in
the previous year which has resulted in the losses of Rs. 12.33 Lakhs (before tax) to the Company
during the financial year of 2023-24.

Similarly, on Consolidated basis, total income for the financial year under review was reduced to Rs.
It, 13 Lakhs as compared to Rs,22.ZO Lakhs of previous year. It was mainly reduced due to income
from operations of the holding Company which led to losses of Rs.39.03 Lakhs as compared to profits
of Rs.9.34 Lakhs.

There were no material changes and commitments affecting the financial position of the Company,
between the end of the financial year and t.he date of the report.

DIVIDEND

To conserve resources for future, your Directors' do not recommend any dividend for t.he financial
year under review. In terms of Regulation 43A of the SEBl ILODR), Regulations 2015, ("the
Regulations"), including amendments thereunder, the Dividend Distribution Policy shall not be
applicable to the Company.

TRANSFER TO RESERVES

The Directors do not propose to transfer any amount to Reserve.

MAJOR EVENTS OCCURRED DURING THE YEAR

MATERIAL CHANGES FROM END OF FINANCIAL YEAR TILL DATE OF REPORT

There are no material changes anil commitments affecting the financial position of the Company
which have occurred between the end of the financial year of the Company to which the financial
statements relate and the date of this report.

CHANGE IN NATURE OF BUSINESS

The Company has not undergone any change in the nature of business during the year.

SHARE CAPITAL

The Authorized Share Capital of the Company is Rs.S,00,00,000/- (Ru pees Six crones) which com prises
of 20,00,000 {Twenty Lakhs) equity shares of Rs. 10/- {Rupees Ten only) each and 4,00,000 (Four
Lakhs) Cumulative Redeemable Preference Shares of Rs.1.00/ {Rupees One Hundred) each.

The Paid-up Equity Share Capital is Rs.24,00,700/- [Rupees Twenty Four Lakhs Seven Hundred)
divided into 2,40,070 (Two Lakh Forty Thousand and Seventy) equity shares of Rs.10/- (RupeesTen)
each and Paid up Preference Share Capital is Rs.2,50,00,000/- [Rupees Two Crnres Fifty Lakhs only)
as on March 31, 2024.

During the year under review, the Company has not issued shares or convertible securities or shares
with differential voting rights nor has granted any stock options or sweat equity or warrants as on
March 31, 2024 except 2,50,000 0.01% Unsecured Non-convertible Cumulative Redeemable
Preference Shares of Rs.lOO/ each. The said shares were issued and allotted to Essar Steel Metal
Trading Limited on private placement basis. However, the said Preference Shanes were not listed on
any Stock Exchange. The implementation of corporate action was delayed due to various technical
difficulties and same Is In the process.

LISTING FEES

Equity Shares of your Company are listed on BSE Limited, Your Company has paid the required listing
fees to Stock Exchange,

DEPOSITS

The Company has not accepted any deposits from public under Chapter V of the Companies Act,
2013, d uring the financial year under review.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis as required under the Listing Regulations forms an integral
part of this report and is presented separately. It gives details of the overall industry structure,
economic developments, performance and state of affairs of your Company's, and their adequacy,
risk management systems and other material developments during the Financial Year 2023-24.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31,2024, the Board comprised of One Executive Director, One Non-Executive Director
and Two Non-Executive Independent Directors.

The Board is wclf diversified and consists of one Women Director, with effect from Augusts, 2024,
Hence, the composition of the Board is in accordance with the provisions of Section 149 of the Act
and Regulation 17 of the 5EBI Listing Regulations, w^rith an appropriate combination of Non-Executive
Di recto rs a n d I nd e p en d e nt D irecto rs with effe rt fro m Aug ust 5,2024.

As on the date of this report following is the Board Structure of the Company -

Appointment, Re-appointment and Resignation of Directors

Section 152 of the Act provides that unless the Articles of Association provide for retirement of all
directors at every Annual General Meeting ("AGM"), not less than two-third of the total number of
directors of a public company (excluding the Independent Directors} shall be persons whose period
of office is liable to determination by retirement ot'directors by rotation, of which one-third are liable
to retire by notation.

Accordingly, Mr. Rajendra Mahavirprasad Ruia {DIN 01300823) Director of the company, is liable to
retire by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for
re-appointment pursuant to Section IS2 of the Act. Your Board of Directors recommend her re¬
appointment..

A Profile of Mr. Ruia, as required by Regulation 36(3) of the LODR is given in the Notice convening
the forthcoming AGM.

Mr. Kaushik Shah (DIN 01356342) has stepped down from the position of Independent Director due
to expiry of his term on May 23, 2024. The board took note of the same and places on record their
appreciation for the assistance arrd guidance provided by Mr. 5hah during his tenure as Director of
the Company.

Ms. Richa Gnyal was appointed as the Additional Woman Director of the Company at the Board
Meeting heldon May 25, 2023. However, d ue to her perso nal difficulties she was u nable to provide
required documents for filling statutory form with Ministry of corporate Affairs with respect to her
appointment.

The Board has appointed Mrs. Arpita Joshi (DIN 10725685) as the Woman Director on the Board of
the Company w.e.t. August 5_r 2024. The Board is of the opinion that Mrs. Arpita Joshi is a person of
integrity, expertise, and competent experience and proficiency to serve the Company as an
independent director that can strengthen the overall composition of the Board.

Appointment and Resignation of Key Managerial Person (KMP)

During the financial year 2023-24, Ms. Renu Vyas was appointed as Company Secretary and
Com pliance Officer of the Co mpa ny with effect from May 25, 2023. However, Ms. Vyas h as tend e red
her resignation from t.he position of Company Secretary and Compliance Officer of the Company with
effect from May 23, 2024 in order to pursue new career opportunities outside the Company. The
Board accepted the resignation and placed on record its sincere appreciation for the valuable
contributions made by Ms. Vyas during her association with the Company as a Company Secretary
and Compliance Officer.

further, during the year under review, the non-executive director of the company had no
transactions with the company, even the payment of sitting fees, commission and reimbursement of
expenses incurred by them for the purpose of attending meetings of the Board/Committoc of the
Coin pany.

During the year, there were nti changes in the Directors/Key Managerial Personnel of the Company,
other than reported above.

Declaration by Independent Directors

All Independent Directors have submitted the declaration of independence, pursuant to the
provisions of Section 149(7} of the Act and Regulation 25{S| of the SCBL {Listing Obligations and
Disclosure Requirements} Regulations, 20IS stating that they meet the criteria of independence n.s
provided in Section 149(6} of the Act and Regulations l£>{l}{b) of the SCBl (Listing Obligations and
Disclosure Requirements) Regulations, 201S and they are nnt aware of any circumstance or
situation; which exist or may be reasonably anticipated; that could impair or impact his/her ability to
discharge hi5/ hnr duties with an objective independent judgment and without any external
influence.

In compliance with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014;
all the Independent Directors C'lDD") of the Company have registered themselves with the India
I nstitute of Corporate Affairs {I ICA}; Manesar, to include their names in the databank of Independent
Directors. They have also confirmed that they will appear for the online proficiency test within a
period of one year, wherever applicable, (if required/if any)

Further, there has been no change In the circumstances affecting thoir status as iDDs of the
Com pany.

Declaration by the Company

None of the Directors of the Company are disqualified from being appointed as Directors as specified
in Section 1&4{2} of the Act read with Rule 14 of Companies (Appointment and Qualifications of
Directors} Rules, 201.4.

MANAGING DIRECTOR/DIR ECTOR AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATE

In terms of the SERI LODR Regulations, the certificate, as prescribed in part B of Schedule II of the
said Regulations, has been obtained from Managing Director & Chief Financial Officer, for the
Financial Year 2023 24 with regard to the Financial Statements and other matters. The said
Certificate forms part of this Report.

CONSTITUTION OF COMMITTEES

Du ring the year under review, the composition of different Committees of your Board of Directors is
given hereunder:

AUDIT COMMITTEE

The Audit Committee assists the Board in its responsibility of overseeing the quality and integrity of
the accounting, auditing and reporting practices of the Company and its compliance with the legal
and regulatory requirements. The terms of reference of Audit Committee cover the areas mentioned
under Section 177 of th e Companies Act, 2013.

The ri retails of composition, meetings and attendance of the Meetings of the Audit Committee are as
under:-.

*Mr. Shah is ceased to an Independent Director wse.f. August 5, 2024.

There has been no instance where the Board of Directors had not accepted any recommendation of
the? Audit Committee.

The Audit Committee was reconstituted post resignation of Mr, KaushikShah (DIN 01396342}. Mrs,
Arpita Joshi (DiN 10725685} has become a member of Audit Committee with effect from Augusts,
2024.

NOMINATION & REM U N AR ATI ON COMMITTEE

The Board has a Nomination and Remuneration policy, which is generally in line with the existing
industry practice and applicable laws. The policy has been displayed on the Company's website viz.
www.arcnleasina.rnm

The Nomination and Remuneration Committee assist the Board in overseeing the method, criteria
and quantum of compensation for directors and senior management based on their performance
and defined assessment criteria. The Committee formulates the criteria for evaluation of the
performance of Independent Directors & the Board of Directors; identifying the persons who are
qualified to become directors, and who may be appointed in senior management and recommend
to the Board their appointment and removal. The terms of the reference of Nomination and
Remuneration Committee covers the areas mentioned under section 178 of the Companies Act, 2013

The details of composition, of the Nomination and Remuneration Committee are as under:

*Mr. Shah is ceased to he an Independent Director w.e.f. August 5, 2024.

The Nomination and Remuneration Committer? was reconstituted on resignation of Mr, Kaushik
Shah. Mrs. Arpita Joshi (DIN 10725685} has become a member of Nomination and Remuneration
Committee with effect from August 5,2024.

STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee is not constituted by the Company as there arc less than
One Thousand stakeholders of the Company and the provisions of section 178 of the Act and SEBI
(Listing Obligations and Disclosure) Regulations, 2015 arr? not applicable to the Company,

The Company has duly appointed Share Transfer Agent IR&T Agent) for servicing the shareholders
holding shares in physical or de mate rial Ned form. All requests for de materialisation of shares are
likewise processed and confirmations thereof are communicated to the investors within the
prescribed time.

During the year under review, no Investor complaints were pending.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS

The Board has established a comprehensive process to evaluate the performance of the Board, its
committees and of individual directors. The performance evaluation matrix defining the criteria of
evaluation fur each of the above has been put in place. Thr? performance evaluation of the
Independent Directors was carried out by the other members of the Board (excluding the Director
being evaluated}.

A meeting of the Independent Directors was held on January 24, 2024 to review the performance of
Non-Independent Directors and the Board as a whole. The Chairman of the Nomination ft
Remuneration Committee had updated the other members of the Board about the outcome of the
evaluation process.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under clause (cf of sub-section (3f of Section 134 of Companies Act, 2013, Directors, to
the best of their knowledge and belief, state that -

(i) in the preparation of the annual accounts, the applicable Accounting Standards have been
followed along with proper explanation relating to material departures;

(ii) the directors have selected such accounting policies and applied them consistently and made
judgments and estimates that arc reasonable and prudent, so as to give a true and fair view of
the state of affairs of the Company ntthe end of the financial yearand of the loss of the Company
for the year ended on that period;

(i]i) the directors hud 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 for preventing and detecting fraud and other irregularities;

(iv) the directors had prepared the annual accounts on a going concern basis;

(v) the directors hud laid down internal financial controls to be followed by the Company and that
such intern al f ina ncial co ntrols a re adeq uate a nd were o perating effective ly; and

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

REPORTING OF FRAUDS

There was no instance of fraud during t.he year under review, which required the statutory auditors
to report to the Audit Committee and / or Board under section 143(12) of the Act and rules framed
thereunder,

M ATERIAL SU BSI DU AR Y

Ansu Trade & Fiscals Private Limited continue to he the wholly owned subsidiary of Arm Leasing
Limited.

ACCOUNTING STANDARDS

The Company has prepared the Financial Statements for the year ended 3F^[ March, 2024 as per
Section 133 of the Companies Act, 2013, read with rule 7 of Companies (Accounts) Rules, 2014,

FAMIUARIZTION/ ORIENTATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Independent Directors attend a Familiarization / Orientation Program as being inducted by the
Board.

The Com pany had devised the detailed framework for the r amilia rization Program and also approved
the format of the formal letter of appointment as required to be given tothe Independent Directors,
outlining their role, function, duties and responsibilities.

REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committee framed a
policy for selection, appointment and remuneration of Directors and KMPs.

Policy for Remuneration to Directors/Key Managerial Personnel

L Remuneration to Managing Direct or/Whole-time Directors;

{a} The Remuneration/Commission etc. to be paid to Managing Director / Wholetime
Directors; etc. shall be governed as per provisions of the Companies Act, 2013 and rules
made there under nr any other enactment for the time being in force and the approvals
obtained from the Members of the Company.

(b) The Nomination & Remuneration Committee shall make such recommendations to the
Board of Directors, as it may consider appropriate with regard to remuneration to Managing
Director/Whole-time Directors,

ii. Remuneration to Non-Executive/lndependent Directors:

(af The Non Executive/lndependent Directors may receive sitting fees and such other
remuneration as permissible under the provisions of the Companies Act, 2013.

(b) All remuneration of the Non-Executive/Jndependent Directors (excluding remuneration
for attending meetings as prescribed under Section 197(b) of the Companies Act, 2013) shall
he subject to ceiling/limits as provided under the Companies Act, 2013 and rules made there
under or any other enactment for the time being in force. The amount of such remuneration
shall he such as may be recommended by the Nomination and Remuneration Committee
and approved by the Board of Directors or shareholders, as the case may bn,

(c) An Independent Director shalf not be eligible to get Stock Options and shall also not be
eligible to participate in any share based payment schemes of the Company.

(d) Any remuneration paid to Non Executive/ Independent Directors for services rendered
which are of professional nature shall not be considc red as part of t ho rem uncration for the
purposes of clause (b) above it the following conditions are satisfied:

* The Services are rendered by such Director in his capacity as the
professional; and

• In the opinion of the Committee, the Director possesses the requisite
qualification for the practice of that profession.

ili. R em un erati o n t o Key Ma n ager i al Pe rson ne I:

(a) The remuneration to Key Managerial Personnel shall consist of fixed pay, in compliance
with the provisions of the Com panics Act 2013 and in accordance with the Company's Policy.

(b) The Fixed pay shall include monthly remuneration, employer's contribution to Provident
Fund, contribution to pension fund, pension schemes, etc. as decided from time to time in
accordance with the Company's Policy.

Remuneration paid to Non-Executive Directors and Executive Directors:

No sitting fees were paid to non-executive non-independent Directors or independent Directors as
they have waived their entitlement for the same.

Non-executive Directors of a company's Board of Directors add substantial value to the Company
through t.heir contribution to the Management of the Company. In addition they also play an
appropriate control role. Even considering the valuable role of the Independent Directors of the
Company, your company is in the process to finalized the sitting fees structure and shall update the
members at large subject to regulatory approval and compllance(s} if any.

NUMBER OF MEETINGS OF THE BOARD

There were 4 (Four} m eetings of the Boa rd held d uri ng the yea r, specifically on May 25, 2023, August
14, 2023, October 19, 2023 and January 24,2024. The maximum time gap between any two meetings
did not exceed prescribed period of one hundred twenty days.

The particulars of directors present at Board meetings are given below

COMPLIANCE WITH SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2

The Company has devised proper systems to ensure compliance with the provisions of all applicable
Secretarial Standards issued by the institute of Company Secretaries of India and such systems are
ad eq uate a n d o p era ting effect!vely,

During the year under review, the Company was in compliance with the Secretarial Standards (SS)

i.e., S5-1 and SS- 2, relating to "'Meetings of the Board of Directors" and "General Meetings",
respective ly.

IMPLEMENTATION OF CORPORATE ACTION

During the year under review, the Company has allotted 2,50,000 Redeemable Preference Shares of
Rs.100/ each to Essar Steel Metal Trading Limited on private placement basis. The implementation
of corporate action of the same is delayed, due to various technical difficulties. However, the
Company is under process of completing the said corporate action as soon as possible.

AUDIT COMMITTEE RECOMMENDATIONS

All the recommendations made by the Audit Committee were accepted by the Board.

CORPORATE GOVERNANCE

Corporate Governance stipulated in SLBI (Listing Obligations and Disclosure Requirements}
Regulations, 2015, is not applicable to the Company as Paid Up Equity Share Capital of the Company
is not exceeding Rupees Ten Crores and Net Worth of the Company is not exceeding Rupees Twenty-
Five Crones, as on the last date of the previous financial year and the specific certificate to this effect
has been obtained by the Company & kept on its records,

STATUTORY AUDITORS

Pursuant to the provisions of Section 133(2} of the Actand the rules made thereunder, the Members
at the BET¹¹ Annual General Meeting of the Company held on September 2R, 2020, had appointed M.
C. Jain & Co., Chartered Accountants, Mumbai, having FRN.; 304012E as the Statutory Auditors of
the Company to hold office fora period of five years, from the conclusion of the SB^71- Annual General
Meeting till the conclusion of 41^st Annual General Meeting of the Company to he held in the year
2UZ5.

Pursuant to the amendment to Section 139 of the Act effective from May 07, 201.R, ratification by
shareholders every year for the appointment of Statutory Auditors is no longer required and
accordingly, the Notice of ensuing 40^,‘^l AGM docs not include the proposal for seeking shareholders’
approval tor ratification of Statutory Auditors appointment..

There is no audit qualification, reservation or adverse remark for the year under review.

The Auditors' Report to the Members for the year under review is unmodified and does not contain
any qualification. The Notes to the Ar:r:rnJilts referred to in the Auditors' Report are self-explanatory
and therefore do not call for any further clarifications under Section 134(3}(f) of the Act.

INTERNAL AUDITOR

Internal Audit for the year ended March 31, 2024 was carried out and Internal Audit report at
periodic intervals as statutorily required were placed before the Audit Committee,

COST RECORDS AND COST AUDIT

Maintenance of cost rocortfs antf requirement of cost audit as prescribed under the provisions of
Section 14fi{1) of the Act, are not applicable for the business activities carried out by t.he Company.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 antf Rules made thereunder
the Company has appointed Ms. Priyanka Oka, of M/s. PRfYANKA OKA & ASSOCIATES, Practicing
Company Secretaries bearing OP No, 221.64 as secretarial auditor for the Company, The secretarial
audit report in the prescribed form i.e. MR-3 for the Financial Yearended 3F^[ March, 2024 is annexed
to the Board Report,

There were no qualifications, reservation or adverse remarks nr observations made in the secretarial
audit report except following -

1. The Company has filed certain Torms and Returns beyond t.he time limit specified under t.he
Companies Ac f, 2013 read with Rules made there under Due to various technical difficulties,
the Company was unable to file certain forms and Returns during the stipulated time.

2. The Company has appointed Ms. Richa Goyal ns the Woman Director an t.he Board of t.he
Company w.e.f. May 25, 2023. However, the Company has failed to file Form DIR-12 with
Min istry of Corporate Affairs (MCA) till date: Ms. Ri cha G oy a I was a p po i nted a s th e Ad diti o n al
Woman Di rector of the Com pany at the Boa rd Meeting held on May 25, 2023. However, due
to her personal difficulties, she was unable to provide the roquirctf documents for filling
statutory form with Ministry of corporate Affairs with respect to her appointment. Hence,
the Company was unable to file the respective Trirm with MCA, However, the Company has
appointed Mrs. Arpita Joshi {DIN 107256B5} on the Board of the Company with effect from
August 5, 2024 as the Woman Independent Director,

3. The Company has appointed Ms. Renu Vyas as Company Secretary and Compliance Officer of
the Company with effect from May 25, 2023. On May 23, 2024, Ms. Vyas has resigned from
the position of Company Secretary and Compliance Officer of the Company, it is observed
that since April 1, 2023 to May 24, 2023, the position of Company Secretary was vacant-. The
Company was in search of a candidate for the position of Company Secretary after the
resignation of Ms. Priyanka Jatin Shah. Due to tight financial situation of the Company, the
Company was not in a position to pay hefty salaries to the candidates. Anri hence there was
problem in getting candidates for the position of the Company Secretary. However, the
compa ny has appointed Ms, Renu Vyas as Company Secretary a nd Compliance Officer of the
Company w.e.f. May 23, 2023.

4. The Company has allotted 2,50,000 cumulative redeemable preference shares of Rs.lOOf-
each, on private placement basis to Essar Steel Metal Trading Limited on October 19, 2023.
Farm PAS-3 for allotment of said preference shares was filed an May 27,2024. The said shares
are stilt not appearing in the demat. account of Essar Steel Metal Trading Limited: During the
year under review, the Company has allotted 2,50,000 cumulative redeemable Preference
Shares of Rs. 100/ each fri Essar Steel Metal Tradi ng Limited, on private placement basis. The

implementation of corporate action and filling of Form PAS-3 with MCA of the same is
delayed, due to various technical difficulties. However, the Company is under process of
completing the said corporate action as soon as possible.

SECRETARIAL COMPLIANCE REPORT

Your Company's paid-up equity share capital and net worth, on last day of the previous year, i.e.,on
March 31, 2024 are below the threshold limits mentioned in the Regulation 15(2} of the 5EEI (Listing
Obligations and Disclosure Requirements} Regulations, 2015,

Hence, the compliance with respect to Regulation 24A, i.e., Secretarial Compliance Report is not
applicable to the Company for the financial year under review.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

Pursuant to the provisions of Section 22 of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal} Act, 2013 read with Rules made thereunder, the Company had
formulated and adopted a Policy on Prevention of Sexual Harassment at Workplace.

The Company has not received any complaint of sexual harassment during the year under review.

RISK MANAGEMENT POLICY

Business Risk Evaluation and Management is an ongoing process within the Organization. Your
Company has implemented mechanism to identify, assess, monitor and mitigate various risks and
has formulated a Risk Management Policy. The Audit Committee and the Board of Directors arc?
informed of the Risk assessment and minimization procedures.

During the year under review, no major risks were noticed, which may threaten the existence of the
Coin pany.

CORPORATE SOCIAL RESPONSIBILITY

The Company does not meet the criteria of Section 135 of Companies Act, 2013 read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014. But your Company has approved the
CSR policy of the Company along with the amendments thereon to provide a guideline for C3R
activities of the Company.

Yo u r Compa ny was in the process of identifyi ng worthwhile avenues for CSR expenditu re d u ri ng the
year and the Company continues to remain committed towards undertaking CSR activities for the
welfare of the society.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

There is no information regarding loans and guarantees as required under the provisions of Section
186 of the Companies Act, 2013 as the Company has not given any loans or provided any guarantees
or securities during the year under review,

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH THE RELATED PARTIES

There Is no transaction with Related Party which requires disclosure under Section 134(3} (h} of the
Companies Act, 2013 and Rule 3(2) of the Companies (Accounts} Rules, 2014.

Related Party Disclosures under Accounting Standards mentioned in Note 21 to the Financial
Statements. Hence, AOC -2 is not required to be attached to the said report.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the
Board and specified employees in the course of day to day business operations of the Company. The
Company believes in ''Zero Tolerance" against bribery, corruption and unethical dealings / behavior
in any form and the Board has laid down certain directives to counter such acts. Such code of conduct
has also been placed on the Company's website. The Code lays down the standard procedure of
business conduct which is expected to be followed by the Directors and the designated employees
in their business dealings and in particular nn matters relating to integrity in the work place, in
business practices and in dealing with stakeholders. The Code gives guidance through examples on
the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the
Code. A declaration to this effect signed by the Whole Time Director of the Company appears
elsewhere In this annual report.

Code of Conduct for Prevention of Insider Trading as per Regulation R(2) policy is available on the
website of the Company.

PARTICULARS OF EMPLOYEES

The Company does not have any employee except KMPs. Therefore, the information required
pu rs u a n t to Secti o n 19 7 c f th e C o m pa nl es Act, 2013 rea d w ith R u le 5 of t h e Co m pa n ies (Ap po int m e nt
and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is
not furnished.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism Policy/ Whistle Blower Policy to deal with instances
of fraud and mismanagement, if any which provides 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. Staying true? to our core values of Strength,
Performance and Passion and in line? with our vision of being one of the most respected companies
in India,the Company is committed to the high standards of Corporate Governance and Stakeholder
Responsibility. The said Policy ensures that strict confidentiality is maintained in respect of whistle
blowers whilst dealing with concerns and also specified that no discrimination will be meted out to
any person for a genuinely raised concern. The Policy on Vigil Mechanism/Whistle Blower
Mechanism may be accessed through website of the Company vir. www.a rm le nsi .cnm

PERFORMANCE OF JOINT VENTURE/CONSORTIUM

There are no Companies/LLPs which are Associates/Consortium ntthe Company.

STATUTORY DISCLOSURES

There are nn associate companies but there is subsidiary company as of March 31, 2024, hence the
prescribed form AOC 1 is required to ho attached to this Report A Cash Flow Statement for the
Financial Year 2023-24 is also attached to the Balance Sheet.

Pursuant to Sections 134(3)(a) and 92(3} of the Act, read with Rule 12 of the Companies
(Management and Administration} Rules, 2014, the Annual Return in e-form MGT-7 may be accessed
on the Company's website at the web link www.nrcolnnsing.cnin

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

The Company has not involved in any industrial or manufacturing activities, the Company has no
particulars tn report, regarding conservation of energy and technology absorption as required under
Section 134 of the Companies Act, 2013 and Rules made thereunder.

During the year under review, the Company did not have any foreign exchange earnings, or the
foreign exchange outgo towards Business promotion. Advertisement expenses. Legal consultancy
and Professional fees.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has an effective internal financial control and risk-mitigation system, which are
constantly assessed and strengthened with new/revised standard operating procedures which also
covers adherence to the Company's Policies for safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy and completeness of accounting records and timely
preparation of reliable financial disclosures.

The Company's internal financial control system is commensurate with its site, scale and
complexities of its operations.

PREVENTION OF INSIDER TRADING

The Company has also adopted a code of conduct for prevention of insider trading. All the Directors,
Senior Management employees and other employees who have access to the unpublished price
sensitive information of the Company are governed by this code.

During the year under report, there has been due compliance with the said code of conduct for
prevention of Insider trading based on the SCBI {Prohibition of InsiderTrading) Regulations 2015.

SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND OPERATIONS OF THE COMPANY

During t.he year under review t.here are no significant or material orders passed by any Regulator,
Court orTribunal against the Company, which could impact its going concern status or operations.

DETAILS OF AN APPUCATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR,

The Company has not made any application during the year or no application has been filed against
the company or there are no proceedings ponding against or for the Company under the Insolvency
and Bankruptcy Code 2016.

DETAILS OF THE DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF
ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING A LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF,

There is no one time settlement made during the financial year.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (IBC)

No such process initiated duringthe period under review under the Insolvency and Bankruptcy Code,
2016 {IBC},

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

Pursuant to Regulation 34 of SEBI {Listing Obligations and Disclosures Requirements) Regulations;
2015, including amendment, thereunder, the Business Responsibility and Sustainability Report{BRSR)
for Financial Year 2023-24 is not applicable to the Company.

CAUTIONARY STATEMENT

Statements in this Directors' Report and Management. Discussion and Analysis describing the
Company's objectives, projections; estimates; expectations or predictions may be ''forward-looking
statements''within the meaning of applicable securities laws and regulations.

Actual results could differ materially from those expressed or implied. Important factors that could
make difference to the Company's operations include changes in the government regulations;
developments in the infrastructure segment, tax regimes and economic developments within India
or abroad,

ACKNOWLEDGEMENT & APPRECIATION

The Board sincerely thanks the Ministry of Corporate Affairs, BSE Limited, Securities and Exchange
Board of India; and various government agencies for their continued support; cooperation and
advice. The Board expresses sincere thanks to all its consultants, bankers, vendors, auditors, lawyers
for their continued partnership and confidence in the Company.

The Board of Directors also places on record its sincere appreciation for the commitment and hard
work put in by the Management and the employees of the Company, its subsidiaries and associates
and thanks them for yet an excellent year of performance.

BY AND ON BEHALF OF THE BOARD OF DIRECTORS
FOR ARCO LEASING LIMITED

RAJENDRA RUIA N A REN DR A RUIA

WHOLETIME DIRECTOR DIRECTOR & CFO

DIN; 013QCS23 DIN; 01223312

Place; Mumbai
Date: August 14, 2024