The Board of Directors have pleasure in presenting this 32^nd Annual Report on the business and
operations of your Company ("the Company"), along with the Audited financial statements for the
financial year ended on March 31, 2025.

Financial Highlights

The standalone financial statements for the financial year ended March 31, 2025, forming part of
this Annual Report, have been prepared in accordance with the Indian Accounting Standards (Ind
AS) as notified by the Ministry of Corporate Affairs.

REVIEW OF OPERATIONS AND FUTURE PROSPECTS

During the year under review, total revenue from operation is ? 1,17,836.65/- (in Rupees
hundred) as compare to ? 42,847.62/- (in Rupees hundred) in the previous year. Along with that
profit after tax (PAT) has seen an increase from ? 10,313.09/- (in Rupees hundred) to ? 38,295.98/-
(in Rupees hundred). Your directors assure you to present much better results in the coming time.

SHARE CAPITAL

During the year under review, authorized capital of the Company has increased from ^ 3,30,00,000/-
(Rupees Three Crores and Thirty Lakhs Only) divided into 33,00,000 (Thirty Three Lakhs) Equity
Shares of ^ 10/- (Rupees Ten Only) each to the ^ 5,50,00,000 (Rupees Five Crores Fifty Lakhs Only)
divided into 55,00,000 (Fifty Five Lakhs) Equity Shares of ^ 10/- (Rupees Ten Only) each and paid-up
share capital of the Company increased from ^ 3,01,01,000 (Rupees Three Crore One Lakh and One
Thousand) divided into 30,10,100 (Thirty Lakh Ten Thousand and One Hundred) equity shares of ^ 10
each to ^ 5,01,01,000 (Rupees Five Crore One Lakh and One Thousand) divided into 50,10,100 (Fifty
Lakh Ten Thousand One Hundred) equity shares of ^ 10 each via private placement dated 31.03.2025.

AUTHORIZED SHARE CAPITAL

The Authorized share Capital of the Company increased from ^ 3,30,00,000/- (Rupees Three Crores
and Thirty Lakhs Only) divided into 33,00,000 (Thirty Three Lakhs) Equity Shares of ^ 10/- (Rupees
Ten Only) each to the ^ 5,50,00,000 (Rupees Five Crores and Fifty Lakhs Only) divided into 55,00,000
(Fifty Five Lakhs) Equity Shares of ^ 10/- (Rupees Ten Only) each.

ISSUED, SUBSCRIBED & PAID-UP CAPITAL

The issued, subscribed and paid-up capital of the Company, as on March 31, 2025 is
? 5,01,01,000 (Rupees Five Crore One Lakh and One Thousand) divided into 50,10,100 (Fifty Lakh
Ten Thousand and One Hundred) equity shares of ? 10 each.

DIVIDEND

The company has not declared any dividend for the financial year ended 31^st March, 2025.

TRANSFER TO RESERVES

The position of reserves is at the end of financial year ended March 31, 2025 is as follows:

(Amount in Hundred)

FINANCIAL STATEMENTS

The Financial Statements of your Company have been prepared in accordance with Indian
Accounting Standards (IND-AS) issued by the Institute of Chartered Accountants of India and Regulation
48 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (hereinafter referred to as SEBI Listing Regulations, 2015) for the financial year 2024¬
25 as applicable to the Company. The estimates and judgments relating to the Financial Statements are
made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of
transactions and reasonably present the Company's state of affairs, profit and cash flow for the year
ended 31^st March, 2025.

DEPOSITS

Your Company has not accepted any Deposits during the year in terms of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. No deposits remained
unpaid or unclaimed as at the end of the year and there was no default in repayment of deposits or
payment of interest thereon during the year.

MATERIAL CHANGES FROM END OF FINANCIAL YEAR TO DATE OF REPORT

There are no material change affecting the financial position of Company which has occurred
between the end of financial year of the Company to which the financial statements relate and the
date of this report other than those disclosed in the Annual report.

CHANGE IN NATURE OF BUSINESS

During the period under review, the Company has not changed its nature of business.

HUMAN RESOURCE DEVELOPMENT

The Company sees its employees as critical to the future and believes that every employee needs to
possess apart from competence, capacity and capabilities, sustainable values, current and contemporary
which would make them useful and relevant and competitive in managing the change constructively
for overall growth of the organization. To this end the company's approach and efforts are directed
towards creating a congenial work atmosphere for individual growth, creativity and greater dedicated
participation in organizational development. The Company believes that the success of an organization
largely depends on the quality of its workforce. Employee relations remained cordial and peaceful
throughout the year.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary companies. Hence, Your Company is not required to present
the consolidated financial statement as per the requirement of the provision of Section 136 of the
Companies Act, 2013.

PROGRAMME FOR FAMILIARISATION OF INDEPENDENT DIRECTORS

The details of programme for familiarization of independent directors of the Company, their roles, rights,
responsibilities in the Company, nature of the industry in which the Company operates, business model

of the Company and related matters are put up on the website of the Company's website.
DECLARATION OF INDEPENDENCE

Your Company has received declarations from all the Independent Directors confirming that they
meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with
rules made thereunder.

CHIEF FINANCIAL OFFICER AND COMPANY SECRETARY

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Arvind Kumar Baid,
Chief Financial Officer and Ms. Niti Taheem, Company Secretary were formalized as the Key
Managerial Personnel of the Company. However, Ms. Niti Taheem tendered her resignation on 30^th June
2025 and Ms. Reetu was appointed as a Company Secretary and Compliance Officer from 1^st July 2025
onwards.

EFFICIENT INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Adequate internal controls have been laid down by the Company to safeguard and protect its assets
as well as to improve the overall productivity of its operations. All the transactions are properly
authorized, recorded and reported to the management. The Company is following all the applicable
Accounting Standards for properly maintaining the books of accounts and reporting financial
statements. The detailed process of review not only ensures reliability of control systems and legal
compliances with applicable legislation, defined policies and processes but also reviews efficiency of
systems and ensures safeguarding of tangible and intangible assets.

AUDITORS AND THEIR REPORTS

1. STATUTORY AUDITORS

Based on the recommendations of the Audit Committee, the Board of Directors noted and accepted
the resignation of M/s O. Agarwal & Co. dated 06.08.2025. The Board also placed on record its
appreciation to outgoing Auditors for their contribution to the Company with their audit processes
and standards of auditing.

In this regard, after obtaining their consent and eligibility certificate under Section 139(1) of the
Companies Act, 2013, the Board of Directors of the Company at their meeting held on August 06,
2025 appointed M/s Jain Akshay & Associates, Chartered Accountants (Firm Registration Number:
040168N) as the Statutory Auditors of the Company under Section 139(8) of the Companies Act,
2013, to fill the casual vacancy consequent to the resignation of M/s O. Agarwal & Co.

M/s Jain Akshay & Associates, Chartered Accountants is a well-known firm of Chartered Accountants,
office situated at New Delhi. The firm also holds a Peer Review Certificate No. 020372 issued by the
Peer Review Board of the Institute of Chartered Accountants of India valid till March 31, 2028.

As required by Section 139(8) of the Companies Act, 2013, the appointment is also to be ratified
and approved at a general meeting of the Company. Accordingly, the Board of Directors recommends
the said appointment for the ratification and approval of shareholders at the ensuing AGM of the
Company.

Further, the Board, on the recommendation of the Audit Committee and subject to the approval of
the shareholders, approved appointment of M/s Jain Akshay & Associates (Firm Registration Number:
040168N) as the Statutory Auditors of the Company for a period of 5 (five) years from the conclusion
of the ensuing 32^nd AGM till the conclusion of the 37^th AGM to be held in the year 2030

at such remuneration plus out of pocket expenses and applicable taxes, as may be mutually agreed
between the Board of Directors of the Company and the Auditors.

Appropriate resolution seeking Members approval for the appointment of M/s Jain Akshay &
Associates as the Statutory Auditors of the Company is appearing in the Notice for convening the
ensuing AGM of the Company.

M/s Jain Akshay & Associates have confirmed their willingness and eligibility for appointment in
accordance with Section 139 read with Section 141of the Act

The Audit for FY 2024-25 was conducted by M/s O Agarwal & Co and there are no qualifications,
reservations, adverse remarks or disclaimers made by the Statutory Auditor in their Audit Report.

The Notes to the financial statements referred in the Auditors Report are self-explanatory and
therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors'
Report is enclosed with the financial statements in the Annual Report.

AUDITORS' REPORT

The Auditors' report on the financial statement for the financial year 2024-25 is self-explanatory.

2. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding
Rules framed thereunder, the Board of Directors has appointed M/s C Gaur & Associates, Practicing
Company Secretary, to conduct Secretarial Audit under the provisions of Section 204 of the
Companies Act, 2013 for the financial year 2024-25. M/s. C Gaur & Associates, Company Secretaries, a
peer reviewed firm (Firm Registration No. S2017DE529000), appointed as Secretarial Auditors to
conduct the Secretarial Audit of the Company for five consecutive years, i.e. from financial year 2025-26
to financial year 2029-30. The Secretarial Audit Report is annexed herewith and marked as Annexure
I to this Report.

Management Reply

Company will take necessary steps required for complying all above stated matters in the coming
year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

i) Retirement by Rotation:

Pursuant to the provisions of Section 152(6) and other applicable provisions, of the Companies Act,
2013 and Articles of Association of the Company, Director of the Company, retires by rotation at the
ensuing Annual General Meeting and being eligible has offered for him re-appointment.

ii) Appointment & Resignation of Directors:

During the year under review it has been observed that there has been changes in the composition
of the Board of Directors.

Appointments:

Mr. Atul Jain (DIN: 06608095),) had been appointed as Executive Director by the Board w.e.f. 30^th
September, 2024.

Mr. Mukesh Dudhoria (DIN: 10749468) and Mr. Rajender Agarwal (DIN: 00850468) had been appointed
as Non-Executive Independent Director w.e.f. respectively 22^nd January, 2025 and 30^th September, 2024.

Resignation:

Mr. Satyanarayana Murty Tantravahi tendered his resignation as Executive Director on 27 ^th August
2024.

Ms. Niti Taheem was appointed as Company Secretary and Compliance of the Company by the
Board w.e.f. 18^th July, 2024.

Note: Later she resigned on 30^th June, 2025 and Ms. Reetu has been appointed as Company
Secretary and Compliance Officer of the Company w.e.f. 01^st July, 2025.

None of the Directors of the Company are disqualified as per section 164(2) of the Companies Act, 2013
and Rules made thereunder or any other provisions of the Companies Act, 2013. The Directors have
also made necessary disclosures to the extent as required under provisions of section 184(1) of the
Companies Act, 2013. All members of the Board of Directors and senior management personnel affirmed
compliance with the Company's Code of Conduct policy for the FY 2024-25.

None of the Director of the Company is serving as a Whole-Time Director in any other Listed
Company and the number of their directorship is within the limits laid down under section 165 of
the Companies Act, 2013.

iii) Disclosure by Directors

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form
MBP-1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with
the Code of Conduct of the Company.

iv) Declaration by Independent Directors:

The Company has received declarations from all the Independent Directors of the Company
confirming that:

a) they meet the criteria of independence as prescribed under section 149 of the Companies Act, 2013
and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015; and

b) they have registered their names in the Independent Directors' Data bank pursuant to Sub - rule
(1) and (2) of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules,
2014 and amendments thereto.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own
performance, as well as the evaluation of the working of its Committees and individual Directors,
including Chairman of the Board. The performance evaluation of all the Directors was carried out by
the Nomination and Remuneration Committee. The performance evaluation of the Board as a Whole
and the Non-Independent Directors was carried out by the Independent Directo r While evaluating
the performance and effectiveness of the Board, various aspects of the Board's functioning such as
adequacy of the composition and quality of the Board, time devoted by the Board to Company's long¬
term strategic issues, quality and transparency of Board discussions, execution and performance of
specific duties, obligations and governance were taken into consideration. Committee performance
was evaluated on the basis of their effectiveness in carrying out respective mandates. A separate
exercise was carried out to evaluate the performance of Directors, who were evaluated on
parameters such as level of engagement and contribution to Board deliberations, independence of
judgments, safeguarding the interest of the Company and focus on creation of shareholders value,
ability to guide the Company in key matters, attendance at meetings, etc. The Executive Directors
were evaluated on parameters such as strategy implementation, leadership skills, quality, quantity
and timeliness of the information flow to the Board.

The Directors expressed their satisfaction with the evaluation process.

EFFICIENT INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Adequate internal controls have been laid down by the Company to safeguard and protect its assets
as well as to improve the overall productivity of its operations. All the transactions are properly
authorized, recorded and reported to the management. The Company is following applicable
Accounting Standards and Policies for properly maintaining the books of accounts and reporting
financial statements. The detailed process of review not only ensures reliability of control systems and
legal compliances with applicable legislation, defined policies and processes but also reviews efficiency
of systems and ensures safeguarding of tangible and intangible assets.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provision of the Section 135 of Companies Act, 2013 is not applicable on the Company.
NOMINATION & REMUNERATION POLICY

The Board of Directors, on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior
Management and their remuneration as required under Section 178 of the Companies Act, 2013.
The Nomination & Remuneration Policy of the Company is annexed herewith and marked as Annexure
II to this Board Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under Regulation 34 of the SEBI Listing
Regulations, is annexed as Annexure IV to this Board Report.

RISK MANAGEMENT

In accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your
Company has framed a "Risk Management Policy" to identify risks associated with the Company,
assess its impact and take appropriate corrective steps to minimize the risks which may threaten the
existence of the company. Compliance management has been significantly strengthened by the
deployment of an integrated compliance management and governance framework.

The Company constantly reviews its exposure to various types of risk. The Company has in place
adequate systems to ensure compliance with all regulatory and statutory matters reviews the same
on a periodic basis and takes appropriate corrective action when necessary.

DIRECTOR'S RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions
of Section 134(3) (c) read with Section 134(5) of the Companies Act, 2013 in the preparation of the
annual accounts for the year ended 31^st March, 2025 and state that:

a. In the preparation of the annual statements for the financial year ended on 31^st March, 2025,
the applicable accounting standards have been followed along with proper explanation relating

to material departures, if any;

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 this Act for safeguarding the assets of the company
and for preventing and detecting fraud and other irregularities;

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

e. proper internal financial controls were in place and that the financials control were adequate
and were operating effectively; and

f. Systems to ensure compliance with the provisions of all applicable laws were in place and were
adequate and operating effectively.

Based on the internal financial control framework, audit procedure and compliance system as
established and maintained by the Company, the Board is of the opinion that the Company's internal
financial controls were adequate and effective during the financial year 2024-25.

PARTICULARS OF EMPLOYEES

During the year under review no employee is covered as per rules 5(2) & (3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, therefore no statement is
required be given showing the names and other particulars of the employees drawing remuneration
in excess of the limits set out in the said rules are not applicable.

PARTICULARS OF REMUNERATION

The information 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

i) The ratio of the remuneration of each Director to the median remuneration of the employees of
the Company for the financial year 2024-25:

No sitting fee was paid to any of the Directors for attending Board Meeting/Committee

Meetings.

Note:

i. No sitting fee had been paid to any director during the financial year 2024-25.

ii. The percentage increase in the median remuneration of employees in the financial year 2024¬
25: NIL

iii. There has been decrease in the expense of salaries paid to the employees.

iv. The number of permanent employees on the rolls of company: 6

v. Average percentile increase already made in the salaries of employees other than the managerial
personnel in the last financial year and its comparison with the percentile increase in the
managerial remuneration and justification thereof and point out if there are any exceptional
circumstances for increase in the managerial remuneration:

vi. The key parameters for any variable component of remuneration availed by the Directors:

vii. No parameter for any variable component of remuneration has been availed by the Directors

viii. Affirmation that the remuneration is as per the remuneration policy of the Company:

It is hereby affirmed that the remuneration paid is as per the Nomination and Remuneration Policy
of the Company.

LISTING ON THE STOCK EXCHANGE

The Company's shares are listed with BSE Limited.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered with related parties during the FY 2024-25 were on arm's length basis and were
in the ordinary course of business except prescribed in Annexure V falling under the provisions of
Section 188 of the Companies Act, 2013. Related Party defined in section 2(76) of the Companies
Act, 2013, and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 which may have potential conflict with the interest of the Company at large. Accordingly, disclosure
in Form AOC-2 is annexed herewith in Annexure V.

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line
with the delegated authority. The following substantive Committees constituted by the Board
function according to their respective roles and defined scope:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholder Relationship Committee

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

In terms of the SEBI (Prohibition of Insider Trading) Regulations, 2015, your Company has already
adopted the Code of Conduct to regulate. Monitor and report trading by designated persons
towards prevention of Insider Trading. Further, in accordance with the provisions of Regulation 8
of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors of the Company
has duly approved and adopted the code of practices and procedure for fair disclosure of
Unpublished Price Sensitive Information and formulated the code of conduct of the Company.

The code is applicable to Directors, Employees, Designated Person and other connected persons of
the Company. The aforesaid code of conduct for prevention of Insider Trading is duly placed on the
website of the Company at www.grovyindia.com. Pursuant to the Internal Code of Conduct for
Prevention of Insider Trading as framed by the Company under SEBI (Prohibition of Insider Trading)
Regulations, 2015 (as amended), the trading window closure(s) are intimated in advance to all the
designated person and during the said period, the Board of Directors and concerned persons are not
permitted to trade in the securities of the Company.

DISCLOSURES AS PER APPLICABLE ACT, LISTING AGREEMENT/ SEBI (LODR) REGULATIONS,
2015:

A) EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Rule 12 of the Companies (Management and
Administration) Rules, 2014 and Section 134(3)(a) of the Companies Act, 2013, the copy of
Annual Report in form MGT-7 is available at the official website of the Company
www.gdlleasing.com.

B) COMPOSITION OF THE BOARD OF DIRECTORS

The Board of Directors has an optimum combination of Executive, Non-Executive Independent
Directors in accordance with the provisions of the Act. The composition of the Board of
Directors of the Company as on 31^st March, 2025 is as under:

C) BOARD MEETING

The Board of the Company regularly meets to discuss various Business opportunities.
Additional Board meetings are called & convened, as and when required, to discuss and decide
on various business policies, strategies and other businesses.

During the financial year ended March 31, 2025, 9 meetings of the Board of Directors were
held as against the statutory minimum requirement of 4 times.

Pursuant to Section 173 of the Companies Act, 2013, the time gap between the two consecutive
Board Meetings was not be more than 120 days.

a) GENERAL MEETINGS

During the year under review, the following General Meetings were held, the details of which
are given as under:

b) AUDIT COMMITTEE

The Board has constituted the Audit Committee under the applicable provisions of the
Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

The representative(s) of Statutory Auditors are permanent invitees of Audit committee meetings.

Recommendations of Audit Committee wherever/whenever given have been considered and
accepted by the Board.

The Audit Committee comprises of Three (3) Members as on 31^st March, 2025.

During the financial year under review, 4 (Four) Audit Committee Meetings were held. The
details of Meetings are as below:

c) COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE

The Board has constituted the Nomination & Remuneration Committee under the applicable
provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

Nomination and Remuneration Committee meetings are generally held for identifying the
persons who are qualified to become Directors and may be appointed in senior management
and recommending their appointments and removal.

The Nomination and Remuneration Committee comprises of Three (3) Members as on 31^st March,
2025.

One Nomination and Remuneration Committee Meetings was held on 14.02.2025.

d) COMPOSITION OF STAKEHOLDER RELATIONSHIP COMMITTEE

The Board has constituted the Stakeholders & Relationship Committee under the applicable
provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

The Stakeholder Relationship Committee comprises of Three (3) Members as on 31^st March, 2025.

One Stakeholder Relationship Committee Meetings was held on 14.02.2025.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company strongly follows the conduct of its affairs in a fair and transparent manner by
adoption of high standards of professionalism, honesty, integrity and ethical behavior and
accordingly, pursuant to Section 177 of the Companies Act, 2013 and the SEBI (LODR)
Regulations, 2015, your Company has framed its Whistle Blower Policy to enable all the
employees and the directors to report any violation of the Code of Ethics as stipulated in the
said policy. By virtue of Whistle Blower Policy, the directors and employees of the Company are
encouraged to escalate to the level of the Audit Committee any issue of concerns impacting and
compromising with the interest of the Company and its stakeholders in any way. The Company
is committed to adhere to highest possible standards of ethical, moral and legal business
conduct and to open communication and to provide necessary safeguards for protection of
Directors or employees or any other person who avails the mechanism from reprisals or
victimization, for whistle blowing in good faith.

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

The Company has zero tolerance towards sexual harassment at workplace and during the year
under review, your Board has constituted an Internal Complaints Committee to consider and
redress complaints of sexual harassment & also adopted a policy on prevention, prohibition and
redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed
thereunder.

During the financial year 2024-25, no complaints with allegation of sexual harassment were
filed with the company.

E) PATICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND
SECURITY PROVIDED

Pursuant to Section 186 of Companies Act, 2013 the details of the loan given, guarantees on
securities provided and investments made by the company during the financial year under
review, have been disclosed in the financial statements.

F) THINK GREEN, GO GREEN' INITIATIVE

The Companies Act, 2013 permits companies to send documents like Notice of Annual General
Meeting, Annual Report and other documents through electronic means to its members at their
registered email addresses, besides sending the same in physical form.

As a responsible Corporate Citizen, the Company has actively supported the implementation of
'Green Initiative' of Ministry of Corporate Affairs (MCA) and effected electronic delivery of
Notices and Annual Reports to those shareholders whose email ids were already registered
with the respective Depository Participants (DPs) and who have not opted for receiving such
documents in physical form. The intimation of dividends (interim/final) is also being sent
electronically to those shareholders whose email ids are registered.

Members, who have not registered their e-mail addresses so far, are requested to register
their e-mail address with the Registrar and Share Transfer agent (R&TA) of the
Company/Depository participant (DP) of respective member and take part in the Green
Initiative of the Company, for receiving electronic communications and support the
"THINK GREEN, GO GREEN" initiative.

Further, pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the
Companies (Management and Administration) Rules, 2014, the Company is providing e-voting
facility to all members to enable them to cast their votes electronically in respect of resolutions
set forth in the Notice of Annual General Meeting (AGM). The detailed instructions for e-voting
are provided in the Notice of AGM.

G) COST RECORDS

The provisions of Section 148 are not applicable on the Company. Consequently, the company
is not liable to maintain such cost records.

H) INTERNAL COMPLAINT COMMITTEE

The Company has complied with provisions relating to the constitution of Internal Complaints
Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

I) DISCLOSURE RELATING TO MATERIAL VARIATION

As per Regulation 32(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulation,
2015, there is no significant material variances noted in the Company.

J) SECRETARIAL STANDARDS

Secretarial Standards, i.e. SS-I, SS-II and SS-III relating to 'Meetings of the Board of Directors',
'General Meetings' and 'Dividend' respectively to the extent as applicable have been duly
followed by the Company.

K) TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, the Company has not transferred any amount in investor

Education and Protection Fund.

L) WEBSITE

Your Company has its fully functional website www.gdlleasing.com which has been designed
to exhibit all the relevant details about the Company. The site carries a comprehensive database
of information of the Company including the Financial Results of your Company, Shareholding
Pattern, details of Board Committees, Corporate Policies/ Codes, business activities and current
affairs of your Company. All the mandatory information and disclosures as per the requirements
of the Companies Act, 2013, Companies Rules, 2014 and as per Regulation 46 of SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015 and also the non-mandatory
information of Investors' interest / knowledge has been duly presented on the website of the
Company.

M) CORPORATE GOVERNANCE REPORT

By virtue of Regulation 15 of SEBI (Listing Obligation and Disclosure Requirements) Regulations,
2015):- Regulation 27 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations,
2015 shall be applicable those companies having paid up equity share capital exceeding ?10
crore or Net Worth exceeding ? 25 crore, as on the last day of the previous financial year. The paid
up share capital and net worth of your Company do not come under the purview of applicability of
Regulation 27 of Listing Regulations i.e. Corporate Governance. Therefore, separate report of
corporate governance is not attached herewith.

Inspite of above exemption, Your Company adopts best practices for corporate governance,
disclosure standard and enhanced shareholder value while protecting the interest of all other
stakeholders including clients, its employee. This has enabled your Company to earn the trust
and goodwill of its investors, business partners, employees and the communities in which it
operates.

The certification by CFO as per regulation 15(2)(b) of SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015 is attached and marked as Annexure -'C'.

N) GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items
as there were no transactions on these items during the year under review:

a. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

b. Issue of equity shares with differential rights as to dividend, voting or otherwise.

c. Issue of shares (including sweat equity shares) to employees of the Company under any
scheme.

d. The Managing Directors of the Company did not receive any remuneration or commission
from subsidiary.

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

f. During the year under review, no Corporate Insolvency Resolution Process/ proceedings were
initiated by / against the company under Insolvency and Bankruptcy Code, 2016

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUT GO

Information required to be given pursuant to section 134(3)(m) of the Companies Act, 2013 read
with Rule 8(3) of the Companies (Accounts) Rules, 2014 and forming part of the Director's report
for the year ended 31^st March, 2025 are given below :

a) CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

The Company accords great importance to conservation of energy. The Company has taken
several steps towards this end through:-

a. Close monitoring of consumption of electricity, LPG, diesel and water.

b. Optimization of conservation of electricity, LPG, diesel and water by reducing process cycle
time, process modification and also by equipment modification/replacement/retrofitting.

c. Achieving power factor standards nearing unity.

d. Usage of renewable energy.

The Company has been taking energy saving measures viz., Use of energy saver electrical
equipments, CFL fittings are provided inside the building for common area lighting in the projects
of the Company, Efficient ventilation system in offices and the projects of the Company.

Moreover, your company emphasis towards a safe and clean environment and continue to adhere
to all regulatory requirements and guidelines.

b) RESEARCH & DEVELOPMENT

Your company has not undertaken any research and development work during the year 2024¬
25. However, in order to minimize its cost and increase the quality of its projects, your
Company is trying to maintain highest standard of quality.

c) FOREIGN EXCHANGE EARNINGS AND OUTGO

Details of Foreign Exchange, earnings and Outgo are given as below: -

APPRECIATION

Directors wish to place on record their deep thanks and gratitude to;

a) The Central and State Government as well as their respective Departments and Development
Authorities connected with the business of the Company, Banker of the Company, as well as
other Institutions for their co-operation and continued support.

b) The Shareholders for the trust and confidence reposed and to the Customers for their valued
patronage.

c) The Board also takes this opportunity to express its sincere appreciation for the efforts put in
by the officers and employees at all levels in achieving the results and hopes that they would
continue their sincere and dedicated Endeavour towards attainment of better working results
during the current year.

d) The customers, business associates and banker for their continued support during the financial
year.

Reg. Office For and on behalf of the Board of

206, Second Floor, Vardhman Diamond G D L Leasing and Finance Limited

Plaza, Plot No.3 DDA Community

Centre, D.B Gupta Road, Motia Khan,

Pahar Ganj, New Delhi 110055 Sd/-

Prem Kumar Jain
(DIN:00761959)
Director

Place: New Delhi

Dated: 13/08/2025

Sd/-
AtulJain
Director
DIN: 6608095