Arco Leasing Ltd Directors Report

DIRECTORS REPORT

To,

Dear Members,

Your Directors are pleased to present the 41^st Annual Report and Audited Financial Statements (Standalone & Consolidated) of ARCO LEASING LIMITED, for the financial year ended March 31, 2025.

FINANCIAL RESULTS

The Companys financial performance for the year ended 31^st March 2025 is summarized below:

	(Rs. In Lakhs)
Particulars	Financial Results (Standalone) For the year ended as at		Financial Results (Consolidated) For the year ended as at
	31st March, 2025	31st March, 2024	31st March, 2025	31st March, 2024
Revenue from Operations	Nil	Nil	17.41	14.85
Other Income	1.41	1.28	1.41	1.28
Total Revenue	1.41	1.28	18.82	16.13
Total Expenses Profit/(Loss) Before Tax	12.65 (11.24)	13.60 (12.33)	13.15 5.67	55.15 (39.03)
Tax Expense (Net)	--	--	4.26	--
Profit /(Loss) After Tax	(11.24)	(12.33)	1.41	(39.03)
Earnings Per Share (Rs.)	(4.68)	(5.13)	0.59	(16.25)

PERFORMANCE OF THE COMPANY

The Company has not generated any revenue from its operations, during the year under review. It has generated other income of Rs.1.41 Lakhs during the year as compared to Rs.1.28 Lakhs in the previous year.

Total expenditure of the Company during the financial year 2024-25 is Rs.12.65 Lakhs as compared to Rs.13.60 Lakhs in the previous year. It has resulted in the losses of Rs.11.24 Lakhs to the Company during the financial year of 2024-25.

Similarly, on Consolidated basis, total income of the Company for the financial year under review is enhanced to Rs. 17.41 Lakhs as compared to Rs.14.85 Lakhs of previous year. Total expenditure of the Company for f.y. 2024-25 on consolidated basis is Rs.13.15 Lakhs which is reduced as compared to Rs.55.15 Lakhs of the previous year. It has mainly happened due to reduction in employee cost and other expenditure. Due to which the Company has earned profit of Rs.5.67 Lakhs on consolidated basis as compared to loss of Rs.39.03 Lakhs.

The Company has earned Net Profit of Rs.1.41 Lakhs on consolidated basis after deduction of Tax of Rs.4.26 Lakhs during the f.y. 2024-25.

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

DIVIDEND

To conserve resources for future, your Directors do not recommend any dividend for the financial year under review. In terms of Regulation 43A of the SEBI (LODR), 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 and 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 except the Company is exploring the possibilities of divestment of the investments in its wholly owned subsidiary. The said disinvestment shall help to present an attractive monetization opportunity and is in the best interest of the Holding Company and to maximize the Shareholding wealth, which is in the best interest of the stakeholders of the Holding Company.

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.6,00,00,000/- (Rupees Six crores) which comprises 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.100/- (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/- (Rupees Ten) each and Paid-up Preference Share Capital is Rs.2,50,00,000/- (Rupees Two Crores Fifty Lakhs only) as on March 31, 2025.

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, 2025.

LISTING FEES

Equity Shares of your Company are listed on BSE Limited. Due to tight financial situation of the Company, your Company is unable to pay 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, during 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 Companys, and their adequacy, risk management systems and other materia l developments during the Financial Year 2024-25.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2025, the Board comprised of One Executive Director, One Non-Executive Director and Two Non-Executive Independent Directors.

The Board is well diversified and consists of one Women Director, with effect from February 3, 2025. Hence, the composition of the Board is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the SEBI Listing Regulations, with an appropriate combination of Non-Executive Directors and Independent Directors with effect from February 3, 2025.

As on March 31, 2025 following is the Board Structure of the Company -

Sl. No.	Name of the Director/KMP	DIN/PAN	Designation	Executive/Non- Executive
1	Mr. Rajendra Mahavirprasad Ruia	01300823	Whole Time Director	Executive Director
2	Mr. Narendra Mahavir Ruia	01228312	Director	Non Executive Director
3	Mr. Srikar Gopalrao Kowlikar	02116323	Independent Director	Non Executive Director
4	Ms. Aarushi Jain	10936056	Woman Independent Director	Non Executive Director
5	Mr. Narendra Mahavir Ruia	AABPR3674C	Chief Financial Officer (CFO)	-

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 of directors by rotation, of which one-third are liable to retire by rotation.

Accordingly, Mr. Narendra Mahavir 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 152 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 01396342) 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 and guidance provided by Mr. Shah during his tenure as Director of the Company.

The Board has appointed Mrs. Arpita Joshi (DIN 10725685) as the Woman Director on the Board of the Company w.e.f. August 5, 2024. However, Mrs. Joshi has given resignation due to personal reasons on November 11, 2024. The Board took note of the same and places on record their appreciation for the assistance and guidance provided by Mrs. Joshi during her tenure as Director of the Company.

On February 3, 2025, Mrs. Aarushi Jain (DIN 10936056) is appointed as Non-executive Independent Director of the Company. The Board is of the opinion that Ms. Aarushi Jain 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. However, Ms. Jain has tendered her resignation due certain emerging professional commitments and unavoidable circumstances on May 12, 2025. The Board took note of the same and places on record their appreciation for the assistance and guidance provided by Ms. Jain during her tenure as Director of the Company.

On August 13, 2025, Mrs. Khadija Taher Raniwala, (DIN: 11237433) and Mrs. Usha Ghelani, (DIN: 10414386) are appointed as Non-Executive Independent Director(s) of the Company. The Board is of the opinion that Mrs. Raniwala and Mrs. Ghelani are the persons of integrity, expertise, and competent experience and proficiency to serve the Company as independent directors that can strengthen the overall composition of the Board.

Appointment and Resignation of Key Managerial Person (KMP)

On May 23, 2024, Ms. Renu Vyas has submitted her resignation with the Board from the 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. The Board has appointed Ms. Reshma Deshmukh as Company Secretary and Compliance Officer of the Company with effect from February 3, 2025.

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/Committee of the Company.

During the year, there were no 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(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 stating that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulations 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his/her ability to discharge his/ her 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 ("IDD") of the Company have registered themselves with the Indian Institute of Corporate Affairs (IICA), 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 their status as IDDs of the Company.

Declaration by the Company

None of the Directors of the Company are disqualified from being appointed as Directors as specified in Section 164(2) of the Act read with Rule 14 of Companies (Appointment and Qualifications of Directors) Rules, 2014.

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

In terms of the SEBI 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 2024-25 with regard to the Financial Statements and other matters. The said Certificate forms part of this Report.

CONSTITUTION OF COMMITTEES

During 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 the Companies Act, 2013.

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

S. No	Name	Designation	No. of Meetings
			Held	Attended
1	Mr. Srikar Gopalrao Kowlikar	Chairman and Member	4	4
2	Mr. Narendra Ruia	Member	4	4
3	Mr. Kaushik Shah*	Member	1	1
4	Mrs. Arpita Joshi**	Member	1	1
5	Ms. Aarushi Jain	Member	0	0

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

** Mrs. Arpita Joshi appointed as Independent Director on August 5, 2024 and ceased to be Director w.e.f. November 11, 2024

*** Ms. Aarushi Jain appointed as Independent Director on February 3, 2025 and stepped down from her position on May 12, 2025.

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

The Audit Committee is reconstituted post resignation of Mr. Kaushik Shah (DIN 01396342). Mrs. Arpita Joshi (DIN 10725685) has become a member of Audit Committee with effect from August 5, 2024. Mrs. Joshi held the position of member of Audit Committee till November 11, 2024.

The Audit Committee is reconstituted on February 3, 2025 on appointment of Ms. Aarushi Jain. As on March 31, 2025, following are the members of Audit Committee -

S. No	Name	Designation
1.	Mr. Srikar Gopalrao	Chairman and Member
2.	Mr. Narendra Ruia	Member
3.	Ms. Aarushi Jain*	Member

*Ms. Aarushi Jain ceased to a member w.e.f. May 12, 2025.

On August 13, 2025, Mrs. Khadija Taher Raniwala, (DIN: 11237433) and Mrs. Usha Ghelani, (DIN: 10414386), Independent Directors are appointed on the Board of the Company. Accordingly, the Audit Committee is reconstituted. Composition of the Audit Committee is as follows -

Sr. No	Name of Committee Member	Position	Category
1	Mrs. Usha Ghelani	Chairperson	Non- Executive Independent Director
2	Mr. Srikar Gopalrao	Member	Non- Executive Independent Director
3.	Mrs. Khadija Zulfeqar Lokhandwala	Member	Non-Executive Independent Director

NOMINATION & REMUNARATION 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 Companys website viz. www.arcoleasing.com

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:

Sr. No	Name	Designation	No of Meetings
			Held	Attended
1	Mr. Srikar Gopalrao Kowlikar	Chairman and Member	5	5
2	Mr. Rajendra Ruia	Member	5	5
3	Mr. Kaushik Shah*	Member	1	1
4	Ms. Arpita Joshi**	Member	2	2
5	Ms. Aarushi Jain***	Member	0	0

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

** Mrs. Arpita Joshi appointed as Independent Director on August 5, 2024 and ceased to be Director w.e.f. November 11, 2024

*** Ms. Aarushi Jain appointed as Independent Director on February 3, 2025 and stepped down from her position on May 12, 2025.

The Nomination and Remuneration Committee is 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. Mrs. Arpita Joshi held the position as member of Nomination and Remuneration Committee till November 11, 2024.

The Nomination and Remuneration Committee is reconstituted on February 3, 2025 on appointment of Ms. Aarushi Jain. As on March 31, 2025, following are the members of Nomination and Remuneration Committee -

S. No	Name	Designation
1.	Mr. Srikar Gopalrao	Chairman and Member
2.	Mr. Rajendra Ruia	Member
3.	Ms. Aarushi Jain*	Member

*Ms. Aarushi Jain ceased to a member w.e.f. May 12, 2025.

On August 13, 2025, Mrs. Khadija Taher Raniwala, (DIN: 11237433) and Mrs. Usha Ghelani, (DIN:10414386), Independent Directors are appointed on the Board of the Company. Accordingly, the Nomination and Remuneration Committee is reconstituted. Composition of the Nomination and Remuneration Committee is as follows -

Sr. No	Name of Committee Member	Position	Category
1	Mr. Srikar Gopalrao	Chairman	Non- Executive Independent Director
2	Mrs. Khadija Zulfeqar Lokhandwala	Member	Non-Executive Independent Director
3	Mrs. Usha Ghelani	Member	Non- Executive Independent Director

STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee is not constituted by the Company as there are 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 are not applicable to the Company.

The Company has duly appointed Share Transfer Agent (R&T Agent) for servicing the shareholders holding shares in physical or dematerialised form. All requests for dematerialisation 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 for each of the above has been put in place. The 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 February 4, 2025 to review the performance of Non-Independent Directors and the Board as a whole. The Chairman of the Nomination & Remuneration Committee had updated the other members of the Board about the outcome of the evaluation process.

DIRECTORS RESPONSIBILITY STATEMENT

As required under clause (c) of sub-section (3) 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 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 loss of the Company for the year ended on that period;

(iii) the directors had 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 had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) 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.

REPORTING OF FRAUDS

There was no instance of fraud during the 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.

MATERIAL SUBSIDUARY

Ansu Trade & Fiscals Private Limited continue to be the wholly owned subsidiary of Arco Leasing Limited.

ACCOUNTING STANDARDS

The Company has prepared the Financial Statements for the year ended 31^st March, 2025 as per Section 133 of the Companies Act, 2013, read with rule 7 of Companies (Accounts) Rules, 2014.

FAMILIARIZTION/ ORIENTATION PROGRAMME FOR INDEPENDENT DIRECTORS

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

The Company had devised the detailed framework for the Familiarization Program and also approved the format of the formal letter of appointment as required to be given to the 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

i. Remuneration to Managing Director/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 or 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/Independent Directors:

(a) The Non-Executive/Independent 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/Independent Directors (excluding remuneration for attending meetings as prescribed under Section 197(5) of the Companies Act, 2013) shall be 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 be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors or shareholders, as the case may be.

(c) An Independent Director shall 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 considered as part of the remuneration for the purposes of clause (b) above if 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.

iii. Remuneration to Key Managerial Personnel:

(a) The remuneration to Key Managerial Personnel shall consist of fixed pay, in compliance with the provisions of the Companies Act, 2013 and in accordance with the Companys Policy.

(b) The Fixed pay shall include monthly remuneration, employers contribution to Provident Fund, contribution to pension fund, pension schemes, etc. as decided from time to time in accordance with the Companys 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 companys Board of Directors add substantial value to the Company through their 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 finalize the sitting fees structure and shall update the members at large subject to regulatory approval and compliance(s) if any.

NUMBER OF MEETINGS OF THE BOARD

There were 5 (Five) meetings of the Board held during the year, specifically on May 23, 2024, August 5, 2024, August 14, 2024, November 11, 2024 and February 3, 2025. 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 -

Sr. No	Dates	Name of the Directors eligible to attend the meetings and whether they attended the meetings (Yes/No/ Not Applicable)
		Rajendra Mahavirprasa d Ruia	Narendr a Mahavir Ruia	Srikar Gopalrao Kowlikar	Kaushik Kantilal Shah	Mrs. Arpita Joshi	Ms. Aarushi Jain
1	May 23, 2024	Yes	Yes	Yes	Yes	Not Applicable	Not Applicable
2	August 5, 2024	Yes	Yes	Yes	Not Applicable	As an Invitee	Not Applicable
3	August 14, 2024	Yes	Yes	Yes	Not Applicable	Yes	Not Applicable
4	November 11, 2024	Yes	Yes	Yes	Not Applicable	Yes	Not Applicable
5	February 3, 2025	Yes	Yes	Yes	Not Applicable	Not Applicable	As an Invitee
Total		5	5	5	1	2	Nil

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 adequate and operating effectively.

During the year under review, the Company was in compliance with the Secretarial Standards (SS) i.e., SS-1 and SS- 2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively.

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 SEBI (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 Crores, 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 139(2) of the Act and the rules made thereunder, the Members at the 36^th Annual General Meeting of the Company held on September 28, 2020, had appointed M. C. Jain & Co., Chartered Accountants, Mumbai, having FRN.: 304012E as the Statutory Auditors of the Company to hold office for a period of five years, from the conclusion of the 36^th Annual General Meeting till the conclusion of ensuing 41^st Annual General Meeting of the Company.

The Board has proposed in its meeting held on August 25, 2025, the re-appointment of M. C. Jain & Co., Chartered Accountants, Mumbai, (FRN.: 304012E) as the Statutory Auditors for the second term of five years. M. C. Jain & Co., Chartered Accountants, Mumbai, (FRN.: 304012E) have expressed their willingness for re-appointment and have furnished a certificate of eligibility and consent under Section 139 and 141 of the Act.

The Board has recommended the appointment of M. C. Jain & Co. Chartered Accountants, Mumbai, (FRN.: 304012E) as the Statutory Auditor of the Company for a further term of five years from the conclusion of 41^st Annual General Meeting (AGM) till the conclusion of the 46^th AGM to be held for the f.y. 2029-30.

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 Accounts 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, 2025 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 records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act, are not applicable for the business activities carried out by the Company.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder the Company has appointed Ms. Priyanka Oka, of M/s. PRIYANKA OKA & ASSOCIATES, Practicing Company Secretaries bearing CP No. 22164 as secretarial auditor for the Company. The secretarial audit report in the prescribed form i.e. MR-3 for the Financial Year ended 31^st March, 2025 is annexed to the Board Report.

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

1. The Company has filed certain Forms and Returns beyond the time limit specified under the Companies Act, 2013 read with Rules made thereunder

- Due to various technical difficulties, the Company was unable to file certain Forms and Returns during the stipulated time.

2. The Company has appointed Mrs. Arpita Joshi as the Non-Executive Independent Woman Director on the Board of the Company w.e.f. August 5, 2024. Mrs. Joshi stepped down from her position w.e.f. November 11, 2024. Ms. Aarushi Jain is appointed as Non-Executive Independent Woman Director on the Board of the Company w.e.f. February 3, 2025.

There is no Woman Director on the Board of the Company from April 1, 2024 till August 4, 2024 and from November 12, 2024 till February 2, 2025. In view of the same, it is observed that the composition of the Board of the Company is not as per the regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with respect to the appointment of Woman Director during the said period.: The Company was in search of Woman Independent Director after the resignation of Woman Director. Due to tight financial situation of the Company, the Company was not in a position to pay remuneration/sitting fees to the Directors. And hence there was problem in getting Directors on the Board of the Company.

3. Ms. Renu Vyas, Company Secretary and Compliance Officer has resigned from the position of Company Secretary and Compliance Officer of the Company w.e.f. May 23, 2024. Ms. Reshma Vishal Jadhav is appointed as Company Secretary and Compliance Officer of the Company on February 3, 2025. It is observed that since May 23, 2024 to February 2, 2025, the position of Company Secretary is vacant : The Company was in search of a candidate for the position of Company Secretary after the resignation of Ms. Renu Vyas. Due to tight financial situation of the Company, the Company was not in a position to pay hefty salaries to the candidates. And hence there was problem in getting candidates for the position of the Company Secretary. However, the company has appointed Ms. Reshma Jadhav as Company Secretary and Compliance Officer of the Company w.e.f. February 3, 2025.

4. The Company has allotted 2,50,000 cumulative redeemable preference shares of Rs.100/- each, on private placement basis to Essar Steel Metal Trading Limited on October 19, 2023. Form PAS-3 for allotment of said preference shares was filed on May 27, 2024. The Company is yet to complete the formalities pertaining to the dematerilaisation of said securities.: During the year under review, the Company has allotted 2,50,000 cumulative redeemable Preference Shares of Rs.100/- each to Essar Steel Metal Trading 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.

5. As there is no Company Secretary during the period from May 23, 2024 to February 2, 2025, the Company has submitted Compliance Certificate pursuant to Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (SDD certificate) with the Stock Exchange under the signatures of Director of the Company, for the Quarter ended June 30, 2024, September 30, 2024 and December 31, 2024: As there is no Company Secretary during the period from May 23, 2024 to February 2, 2025, the Company has submitted Compliance Certificate pursuant to Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (SDD certificate) with the Stock Exchange under the signatures of Director of the Company, for the Quarter ended June 30, 2024, September 30, 2024 and December 31, 2024..

SECRETARIAL COMPLIANCE REPORT

Your Companys paid-up equity share capital and net worth, on last day of the previous year, i.e., on March 31, 2025 are below the threshold limits mentioned in the Regulation 15(2) of the SEBI (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 are 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 Company.

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 CSR activities of the Company.

Your Company was in the process of identifying worthwhile avenues for CSR expenditure during 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 within the meaning of provisions of section 188 of the Companies Act, 2013, which requires disclosure under Section 134(3) (h) of the Companies Act, 2013 and Rule 8(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 Companys 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 on 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 8(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 pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment 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 Companys 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 viz. www.arcoleasing.com

PERFORMANCE OF JOINT VENTURE/CONSORTIUM

There are no Companies/LLPs which are Associates/Consortium of the Company.

STATUTORY DISCLOSURES

There are no associate companies but there is subsidiary company as of March 31, 2025, hence the prescribed Form AOC-1 is required to be attached to this Report. A Cash Flow Statement for the Financial Year 2024-25 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 Companys website at the web link www.arcoleasing.com

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 to 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 Companys 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 Companys internal financial control system is commensurate with its size, 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 SEBI (Prohibition of Insider Trading) Regulations 2015.

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

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

DETAILS OF AN APPLICATION 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 pending 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 during the 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 2024-25 is not applicable to the Company.

CAUTIONARY STATEMENT

Statements in this Directors Report and Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations or predictions may be "forwardlooking 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 Companys 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	NARENDRA RUIA
WHOLETIME DIRECTOR	DIRECTOR & CFO
DIN:01300823	DIN: 01228312
Place: Mumbai
Date: August 25, 2025