The Directors present the 41^st Annual report on the business and operations of your Company for the year 2024¬
25.

FINANCIAL PERFORMANCE OF THE COMPANY:

(Rs In lakhs)

For the year ended 31^st March 2025, your Company has reported total revenue and net profit after taxation of Rs.
2900.19 (in Lakhs) and Rs. 375.84 (in Lakhs) respectively. Last year total revenue was Rs. 497.30/- (in Lakhs) and
Rs. 209.19/- (in Lakhs).

NATURE OF BUSINESS:

There are no changes in nature of Business.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the Management’s Discussion and Analysis is set out in the Annual Report marked as “Annexure I”.

REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES. ASSOCIATES AND JOINT
VENTURE COMPANIES:

The Company does not have Subsidiaries, Associate and Joint Venture Companies. Hence, details for the same
are not required to mention here.

RESERVES:

In terms of Section 45-IC of the RBI Act 1934, the Company registered as NBFC with RBI is required to transfer at
least 20% of its Profit after tax to a Reserve Fund before dividend is declared. As at the year end, an amount of
Rs. 117.79/- (In Lakhs) has been transferred to the Reserve Fund.

DIVIDEND:

In view of losses, your directors do not recommend any dividend during the year.

DEPOSIT

The Company has not accepted any deposits during the year under review, and it continues to be a non-deposit
taking Non-Banking Financial Company in conformity the guidelines of the Reserve Bank of India and
Companies (Acceptance of Deposits) Rules, 1975.

EXTRACT OF THE ANNUAL RETURN

In accordance with provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return as required
under Section 92 of the Act for the Financial Year 2024-25, will be available on the Company’s website at
www.llflltd.in.

SHARE CAPITAL & AUTHORISED SHARE CAPITAL:

The paid-up Equity Share Capital as on March 31^st, 2025, was Rs. 43,95,66,000/-
The Authorized Share Capital as on March 31^st, 2025, was Rs. 60,00,00,000/-

A) Issue of equity shares with differential rights:

During the year under review, the Company has not issued any shares with differential voting rights.

B) Issue of sweat equity shares

During the year under review, the Company has not issued any sweat equity shares.

C) Issue of employee stock options

During the year under review, the Company has not issued any sweat equity shares.

D) Bonus Shares

During the year under review, the Company has not issued any sweat equity shares.

E) Provision of money by company for purchase of its own shares by employees or by trustees for the
benefit of employees

The Company has no scheme of provision of money for purchase of its own shares by employees or by trustees
for the benefit of employees. Hence the details under rule 16 (4) of Companies (Share Capital and Debentures)
Rules, 2014 are not required to be disclosed.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) Changes in Directors and Key Managerial Personnel:

During the year following Changes made in the Directors and Key Managerial Personnel:

Mr. Kurjibhai Premjibhai Rupareliya will retire at the forthcoming Annual General Meeting of the Company and
being eligible, offer himself for reappointment.

b) Declaration by an Independent Director(s) and reappointment, if any

All Independent Directors have given declarations that they meet the criteria of independence as laid down
under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015.

c) Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own
performance, the directors individually as well as the evaluation of the working of its Audit, Nomination &
Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been
explained in the Corporate Governance Report.

d) Remuneration Policy

The Board has, 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.
The Remuneration Policy is stated in the Corporate Governance Report.

e) Number of Meetings of the Board of Directors and Audit Committee

Regular meetings of the Board are held to discuss and decide on various business policies, strategies and other
businesses. The schedule of the Board/Committee meetings to be held in the forthcoming financial year is
being circulated to the Directors in advance to enable them to plan their schedule for effective participation in
the meetings.

During the year the Company has held 09 (Nine) Board Meetings as against the minimum requirement of 04
meetings. The meetings were held on 07/05/2024, 14/05/2024, 03/07/2024, 14/08/2024, 27/08/2024,
13/09/2024, 07/10/2024, 13/11/2024 and 12/02/2025.

COMMITTEE OF BOARD:

AUDIT COMMITTEE

a) Brief description of terms of reference:

Terms of Reference of the Audit Committee are as per Section 177 of the Companies Act, 2013 and the
guidelines set out in the listing agreements with the Stock Exchanges that inter-alia, include overseeing
financial reporting processes, reviewing periodic financial results, financial statements and adequacy of
internal control systems with the Management and adequacy of internal audit functions, discussions with the
auditors about the scope of audit including the observations of the auditors and discussion with internal auditor
on any significant findings.

b) Composition:

The Audit Committee has been constituted in conformity with the requirements of Section - 177 of the
Companies Act, 2013. As at the end of Financial Year 2024-25, Audit Committee comprises of three Directors as
under:

During the year under review, the 8 Audit Committee was held during Financial Year 2024-25. The dates on
which the said meetings were held 14/05/2024, 03/07/2024, 14/08/2024, 27/08/2024, 13/09/2024, 07/10/2024,
13/11 /2024 and 12/02/2025.

Minutes of meetings of the Audit Committee are circulated to members of the Committee, and the Board is kept
apprised.

Members of the Audit Committee have requisite financial and management expertise. The Statutory Auditors,
Internal Auditor and the Chief Financial Officer are invited to attend and participate in meetings of the
Committee.

NOMINATION/REMUNERATION COMMITTEE

The Nomination/Remuneration committee consists of the following three Directors:

The Nomination/Remuneration committee recommends to the Board the attributes and qualifications for
becoming a member of the Board. It also recommends the remuneration payable to the Directors, Key
managerial personnel and other senior personnel and such other matters as are necessary under SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

The Committee has formulated a Nomination and Remuneration Policy relating to the appointment and
remuneration for the directors, key managerial personnel and other employees. The nomination
and remuneration policy is annexed marked “Annexure-II’.

During the year under review, the 4 Nomination and Remuneration Committee was held during Financial Year
2024-25. The dates on which the said meetings were held 14/05/2024, 14/08/2024, 13/11/2024 and 12/02/2025.

SHAREHOLDERS COMMITTEE:

The Board of Directors have constituted a “Share Transfer and Shareholders / Investor Grievance Committee
and stakeholders’ relationship committee” in line with the Listing Agreement, which is responsible for all
matters concerning the share transfers, transmissions, issue of duplicate share certificates and attending to
the grievance of the shareholders.

The present composition of the Committee is as under: Shareholder’s Committee consists of following
Directors

During the year under review, the 3 Stakeholders Committee was held during Financial Year 2024-25. The dates
on which the said meetings were held on 14/05/2024, 14/08/2024 and 13/11/2024.

The Company addresses all complaints, suggestions and grievances expeditiously and replies have been sent /
issues resolved usually within 15 days except in case of dispute over facts or other legal constraints. During the
year complaints were received from SEBI or shareholders were resolved satisfactory. No requests for share
transfers are pending except those that are disputed or Sub-judice.

Evaluation

Committee has adopted a formal system of evaluating Board performance as a whole and the contribution of
each individual director. An evaluation of Board performance is conducted annually to identify areas of
improvement and as a form of good Board management practice. Each member of the Committee shall abstain
from voting any resolutions in respect of the assessment of his performance or re-nomination as Director. The
results of the evaluation exercise were considered by Committee which then makes recommendations to the
Board aimed at helping the Board to discharge its duties more effectively.

Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the Board has carried out the annual performance
evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit,
Nomination and Remuneration and Stakeholder Committees. A structured questionnaire was prepared after
taking into consideration input received from the Directors, covering various aspects of the Board’s functioning
such as adequacy of the composition of the Board and its Committees, Board culture, execution and
performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman
of the Board, who were evaluated on parameters such as level of engagement and contribution, independence
of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance
evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the
Chairman and the Non-Independent Directors was carried out by the Independent Directors.

The Directors expressed their satisfaction with the evaluation process.
General Body Meeting (One):

CHANGE IN THE NATURE OF BUSINESS

The Company is engaged in the business of Investments, Leasing and Financing. There has been no change in
the nature of business of the Company during the year under review.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING
THE GOING CONCERN STATUS OF THE COMPANY

No significant and material orders were passed by any Regulator(s) or Court(s) or Tribunal(s) which would
impact the going concern status of the company.

MATERIAL CHANGES AND COMMITMENTS. IF ANY, 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 THE REPORT:

No material changes and commitment affecting the financial position of the Company occurred between the
end of the financial year to which these financial statements relate and the date of this report.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135(1) of the Companies Act, 2013 are not applicable to the Company and therefore
the company has no corporate social responsibility committee of the Board.

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

Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 form part of the
Notes to the financial statements provided in this Annual Report.

STATUTO RY AUDITORS

M/s S.D. Mehta & Co., Chartered Accountants, have tendered their resignation as Statutory Auditors w.e.f. 14^th
August, 2024 citing reasons that are due to change in the Company’s landscape owing to its status of a listed
company and inclination of investor (s) to obtain synergy in audit. We also understand that consequently to this
change and for other commercial reasons, there is a need for the company to have auditor with resources
across geographies there are not willing to work. This has resulted in a casual vacancy in the office of Statutory
Auditors of the Company as envisaged by Section 139(8) of the Companies Act, 2013. Casual vacancy caused
by the resignation of auditor shall be approved by the shareholders in General Meeting within three months from
the date of recommendation of the Board of Directors of the Company.

The Board of Directors of the Company recommended the appointment of M/s S K Bhavsar & Co., Chartered
Accountants (Firm Registration No. 0145880W) as the Statutory Auditors of the Company to fill the casual
vacancy caused by the resignation of M/s S.D. Mehta & Co., Accordingly, shareholders’ approval by way of
ordinary resolution is sought. M/s S K Bhavsar & Co, Chartered Accountants (Firm Registration No. 0145880W),
have conveyed their consent for being appointed as the Statutory Auditors of the Company along with a
confirmation that, their appointment, if made by the members, would be within the limits prescribed under the
Companies Act, 2013 and shall satisfy the criteria as provided under section 141 of the Companies Act, 2013

M/s S K Bhavsar & Co appointed as Statutory Auditor of the company to conduct the audit for the period ended
as on 31st March 2025 and was eligible to hold the office as Statutory Auditor from the conclusion of the Extra¬
Ordinary General Meeting till the conclusion of ensuing Annual General Meeting.

In this AGM, it is proposed to appoint M/s S K Bhavsar & Co from the conclusion of Annual General Meeting for a
period of five years (01-04-2025 to 31-03-2030).

AUDITORS’ REPORT

The Auditor’s report does not contain any reservation, qualification or adverse remark submitted by M/s S.K.
Bhavsar & Co., Chartered Accountant, Statutory Auditor of the Company, in their respect for the Financial Year
ended March 31^st, 2025.

SECETARIAL AUDITOR

Pursuant to provisions of sub-section (1) of Section 204 of the Companies Act 2013, the Company is required to
annex with its Board’s Report a secretarial audit report, given by the Company Secretary in practice.

The secretarial audit of the Company has been conducted by M/s. Dharti Patel & Associates, Company
Secretaries in Practice and their report on the secretarial audit for the year under review.

SECRETARIAL AUDIT REPORT

A copy of Secretarial Audit Report as provided by Company Secretary in Practice has been annexed to this
Report as “Annexure-III”. The Secretarial Audit Report contains a reservation, qualification or adverse remark.

INTERNAL AUDITORS

The Board has appointed M/s Kishan Patel & Associates, Chartered Accountants (FRN:151318) for the Financial
Year 2024-25.

PUBLIC DEPOSITS

The Company has not accepted any fixed deposits during the financial year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions (RPTs) which were entered into during the financial year were on an arm’s length
basis and were in the ordinary course of business and did not attract provisions of section 188 of the
Companies Act, 2013 and were also not material RPTs under regulation 23 of the SEBI Listing Regulations, 2015.
During the year 2024-25, as required under section 177 of the Companies Act, 2013 and regulation 23 of the
SEBI Listing Regulations, 2015, all RPTs were placed before the Audit Committee for approval.

There were no transactions entered into with related parties, during the period under review, which may have
had any potential conflict with the interests of the Company. Accordingly, the disclosure of Related Party
Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

ENVIRONMENT. HEALTH AND SAFETY

The Company provides the highest priority for health and environment and safety. The Company takes the most
care of the employees and ensures compliance with the Environment Act.

REMUNERATION OF KEY MANANGERIAL PERSONNEL

Ms. Ami Jinen Shah (Whole time Director) be paid Rs. 25,000/- (Rupees Twenty-Five Thousand Only) per month
and Mr. Jinen Manoj Shah (Chief Financial Officer), the Key Managerial Personnel of the Company, be paid Rs.
20,000/- each (Rupees Twenty Thousand Only) per month subject to the increment as decided by the Board of
Directors of the Company from time to time on the basis of their performance and policy of the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT:

The Directors’ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the
Companies Act, 2013, shall 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 and loss of the company for that period.

(c) The directors had taken proper and sufficient care of 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; and

(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.

(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.

EARNINGS AND OUTGO:

The Particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and
Outgo, pursuant to Section 134 of the Companies act 2013 read with the Companies (Account) Rules, 2014 are
as follows.

PARTICULARS OF EMPLOYEES:

There is no employee in the Company drawing remuneration for which information is required to be furnished
under section 134 of the Companies Act 2013 read with Companies (Particulars of Employees) Rules 1975 as
amended.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENT

The company has adequate internal financial control system commensurate with the size of the company and
the nature of its business with regards to purchasing fixed assets. The activities of the company do not involve
purchase of inventories and sale of goods and services.

For the purposes of effective internal financial control, the Company has adopted various procedures for
ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of
the accounting records, and the timely preparation of reliable financial information.

To ensure adequacy of internal financial controls, the procedures adopted by the Company are based on the
following parameters:

(A) Familiarity with Policies and Procedures - the related policies and procedures and the changes thereto,
if any, are communicated to the employees at the time of joining and it is ensured that such person
understands the policies or procedures correctly.

(B) Accountability of Transactions - There is a proper delegation of authorities and responsibilities so as to
ensure accountability of any transaction.

(C) Accuracy & Completeness of Financial Statements/ Reports - For accuracy and completeness of
information, reconciliation procedure and multiple checking at different level have been adopted. To
avoid human error, computer software is extensively used.

(D) Retention and Filing of Base Documents - All the source documents are properly filed and stored in a
safe manner. Further, important documents, depending upon their significance, are also digitized.

(E) Segregation of Duties - It is ensured that no person handles all the aspect of a transaction. To avoid any
conflict of interest and to ensure propriety, the duties have been distributed at different levels.

(F) Timeliness - It is also ensured that all the transactions are recorded and reported in a timely manner.

The procedures are also reviewed by the Statutory Auditors and the Directors of the Company from time to time.
There has also been proper reporting mechanism implemented in the organization for reporting any deviation
from the procedures.

RISK MANAGEMENT POLICY

The Company has Risk Management Policy to mitigate the risks. At Present, the Company has not identified any
element of risk which may threaten the existence of the Company.

STATEMENT UNDER SEXUAL HARASSMENT OF WOMEN ATWORKPLACE (PREVENTION. PROHIBITION AND
REDRESSAL) ACT, 2013

The Company has a Policy on Prevention of Sexual Harassment of Women at Workplace and has complied with
the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No case was reported during the year
under review.

BRIEF RESUME

As required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Company provides a brief resume of Kurjibhai Rupareliya [DIN: 05109049], Managing Director, who is
liable to retire by rotation in the ensuing AGM and being eligible offers himself for re-appointment. The nature of
their expertise in specific functional areas, names of the companies in which they hold directorships, his
shareholding etc. are furnished in the annexure to notice of the ensuing AGM.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

The Company has in place the whistle blower mechanism for directors and employees with a view to provide for
adequate safeguards against victimization of stakeholders and providing for direct access to the Chairperson of
the Audit Committee in appropriate cases. The policy can be accessed to the website of the Company at
http://llflltd.in

CODE OF CONDUCT

The Chairman of the Board Meetings has given a declaration that all Directors and senior Management
Personnel concerned affirmed compliance with the code of conduct with reference to the year ended 31^st
March, 2025.

LISTING WITH STOCK EXCHANGES:

Companies Shares are Listed on BSE Limited and Metropolitan Stock Exchange of India Limited.
ACKNOWLEDGMENT:

The management is grateful to the government authorities, Bankers, Vendors for their continued assistance and
co-operation. The directors also wish to place on record the confidence of members in the company.

By Order of the Board

For Leading Leasing Finance and Investment Company Limited

Sd/- Sd/-

Kurjibhai Premjibhai Rupareliya Parshottambhai Rupareliya

Managing Director Director

[DIN:05109049] [DIN 02944037]

Date: 29^th August 2025 Date: 29^th August 2025

Place: Mumbai Place: Mumbai