Bhagyashree Leasing & Finance Ltd Directors Report

To

The Members

Bhagyashree Leasing and Finance Limited (the "Company")

Pune

Your Directors present their 30st Annual Report together with die Audited Financial Statements of the Company for the financial year ended on 31st March, 2024 (‘year or ‘financial year).

The Directors have tried to maintain consistency in disclosures and flow of the information by clubbing required information topic-wise, mid thus certain information which is required in Directors Reports clubbed elsewhere and has to be read as a part of Directors Report.

The financial results of the Company for the financial year under review as compared to the previous financial year are as under:

(Rupees in 000)

Particulars	Financial Year ended on 31.03.2024	Financial Year ended on 31.03.2023
Revenue from Operations	-	-
Other Income	-	1982.30
Total Income	-	1982.30
Total Expenses	7250.51	1163.89
Profit/(Loss) before tax	(7250.51)	818.40
Deferred Tax	-	(515.40)
Profit after tax	(7250.51)	303.01

During the year under review* the Company has not generated any revenue from any of its business activity.

The Company has not generated any revenue in the current financial year as against Rs. 1982.30/- for the previous year. The Company has incurred a net loss of Rs. 7250.51/- for current financial year as against net profit of Rs. 303.01/- in the previous year.

Your Directors are positive that in the future, the Company will begins its operations and establish itself in the market as soon as possible. Additionally, the Company has been taking measures to adopt suitable business practices and is looking forward to good opportunities in the near future.

The Company has not changed its nature of business during the financial year 2023-24.

In view of the loss incurred, the Board of Directors of your Company does not recommend any dividend for the financial year 2023-24.

6. RESERVES:

During the financial year the Company has not transferred any amount to any of its reserves. The outstanding balance of reserves of the Company as on 31st March, 2024 was as follows-

Sr. No Reserves	Amount (in Rs. 000)
1 Capital Reserves	970
2 Statutory Reserves	20.17

During the year under report, your Company has not accepted any deposit from the public pursuant to the provisions of Section 73 to 76A of the Companies Act, 2013.

The annual report under sub-section (3) of Section 92 shall be available at the website of the Company. Link is as follows: bhagvashree-finance.kumarmagnacitv.com

9, JATEKIAL CHANGES , AND THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF STATEMENTS RELATE AND THE DATE OF THE REPORT;

The members are informed that the Delisting Committee of the Bombay Stock Exchange (The "Delisting Committee") vide its notice dated 16th June, 2023, ordered the mandatory delisting of the equity shares of the Company with effect from 20th June, 2023, in terms of Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 / 2021 ("Regulations").

The Company aggrieved with the order of the Delisting Committee filed an appeal with the Securities Appellate Tribunal (‘SAT) however the SAT vide its order dated 11 August, 2023 supported the order passed by the Delisting Committee.

Hence, the Company filed a petition with the Honorable Supreme Court of India against the order passed by SAT, judgment in this regard is pending with the Honorable Supreme Court of India. Except this, there were no other material changes and commitments affecting the financial position of the Company.

A) Composition of the Board of Directors:

As on 31st March, 2024, the Board comprised of Four (4) Directors, consisting of 2 Executive Directors, 1 Non-Executive Director and 1 Independent Director. Details as mentioned below:

Sr. No Particulars	DIN	Designation
1 Ranjana Inderkumar Jain	00035305	Non-Executive Director
2 Rajas Vimalkumar Jain	00037599	Executive Director
3 Ameya Inderkumar Jain	01947076	Executive Director
4 Mangesh Nandkumar Gulunjkar	01962182	Independent Director

Further, for the compliance with the provisions of Section 149(1) of the Companies Act, 2013 read with rule 3 of the Companies (Appointment mid Qualifications of Directors) Rules, 2014, Mrs. Ranjana Jain (DIN: 00035305) is designated as Woman Director of the Company.

B) Retirement of Director by rotation:

Pursuant to the provisions of Section 152 (6) (c) of the Companies Act, 2013, Mr. Ameya Inderkumar Jain (DIN 01947076), Director of the Company is liable to retire by rotation at the ensuing AGM and being eligible offers himself for re-appointment.

Except above, there is no change in the Composition of the Board during the reporting period.

C) Key Managerial Personnel

Key Managerial Personnel of the Company as on 31st March, 2024:

Mr. Rajas Vimalkumar Jain - Chief Executive Officer (CEO)

Mr. Ameya Inderkumar Jain -Chief Financial Officer (CFO)

During the financial year under review, Ms. Gauri Shirish Sodani resigned as Company Secretary and Compliance Officer of the Company with effect from 25th August, 2023.

D) Committees

Pursuant to compulsory delisting order passed by the Delisting Committee of the Bombay Stock Exchange dated 16th June, 2023 the Company was considered as an Unlisted Public Company effective from 20th June, 2023.

Further, it does not fall under the criteria requiring mandatory constitution of the Audit Committee, Nomination and Remuneration Committee and Risk Management Committee as per the provisions of Companies Act, 2013. Consequently no such Committee has been constituted by the Company.

Also, the constitution of constitution of Stakeholders Relationship Committee was not applicable pursuant to compulsory delisting of equity shares of the Company. In this regard, the Company vide its Board Meeting dated 12th January, 2024 dissolved the Stakeholders Relationship Committee with immediate effect.

The Board meets at regular intervals to discuss and decide on business strategies/policies and review the financial performance of the Company.

During the Financial Year 2023-24, the Board of Directors met Six (06) times.

Details of the Board Meetings held during the Year:

Sr. No. Dates on which Board Meetings were held	Total Strength of the Board	No. of Directors present
1. 29th May, 2023	4	4
2. 04th August, 2023	4	4
3. 14th August, 2023	4	4
4. 29th August, 2023	4	4
5. 22nd September, 2023	4	4
6. 12th January, 2024	4	4

Attendance at the Board Meeting held on

Name of the Directors	Attendance at the Board Meeting held on
	29th May, 2023	04th August, 2023	14th August, 2023	29th August, 2023	22nd September, 2023	12th January, 2024
Mrs. Ranjana Jain	?	?	?	S	?
Mr. Rajas Jain	?		?	?	?	?
Mr. Ameya Jain	?	S	?	?	?	?
Mr. Mangesh Gulunjkar	?	?	?		?	?

12.DECLARATION BY INDEPENDENT DIRECTORS

The Independent Director has submitted a declaration of Independence, as required under section 149(7) of the Act stating that he meets the criteria of independence as provided in section 149(6) of the Companies Act, 2013.

The Board took on record the declaration and confirmation submitted by the Independent Director regarding the prescribed criteria of independence, after undertaking a due assessment of the veracity.

Pursuant to the provisions of the Act a structured questionnaire was prepared after taking into consideration the various aspects of the Boards functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations, and governance. The performance evaluation of the Directors was completed during the year under review. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Director and Non-Executive Director. The Board of Directors expressed their satisfaction with the evaluation process.

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that:

i) that 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 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;

iii) that the Directors have 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 mid for preventing and detecting fraud and other irregularities;

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

v) the company being a non-listed entity, statement pertaining to internal financial controls under this clause is not required to be given;

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.

M/s SPAK & Co., Chartered Accountants (FRN:139877W) were appointed as the Statutory Auditors of the Company at the 27th Annual General Meeting (the "AGM") held on 30th September, 2021 for a period of 5 years, commencing from the conclusion of 27th AGM until the conclusion of the 32nd AGM to be held during the calendar year 2026.

EXPLANATION TO AUDITORS REMARKS:

The Auditors in their report has given qualified opinion and response of the Directors with respect to it is as follows:

1. Auditors Remark: Annexure A referred to in paragraph 1 under the heading "Report on other Legal and Regulatory Requirements"

Query 1: As per the calculation suggested by guidance note on schedule m by ICAI, the company has incurred the cash losses during the year.

Management Reply: The Directors informed that the Company is currently not carrying on any business and hence the Company is incurring cash losses. However, the Directors are confident that in the foreseeable future, there shall be tremendous growth, both in concrete monetary terms and in the value of the Shareholders equity.

REPORTING OF FRAUDS BY THE AUDITORS

The Auditors have not reported any instances of fraud during the year under review, which are required to be reported by the Statutory Auditors to the Board under Section 143(12) of Act and Rules framed thereunder.

As per the Cost Audit Rules, Cost Audit is not applicable to any of the Companys products/ business of the Company for the financial year 2022-23.

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings (SS-1 and SS-2).

18. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has appointed M/s MDS & Co. LLP, Chartered Accountants, Pune having firm registration number (FRN; W100118) as the Internal Auditors of the Company for the financial year under review, who had taken the adequate measures to review the processes for safeguarding the assets of the Company. They also reviewed the operational efficiency, the effectiveness of systems and processes, and assessing the internal control strengths in all areas.

The Board is responsible for establishing and maintaining adequate internal financial control with reference to the financial statements of the Company as per section 134 of the Companies Act, 2013 read with Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014.

The Board has laid down process designed by the companys principal executive and principal financial officers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting includes those policies and procedures that

1. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

2. provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

3. Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Internal Financial Controls have also been evaluated by the Statutory Auditors M/s. SPAK & Co., Chartered Accountants (FRN: 139877W) and forms part of this Annual Report.

Your Company has put in place a mechanism to inform the Board about the risk assessment and minimization procedures and undertakes periodical review of the same to ensure that the risks are identified and controlled by means of a properly defined framework. In addition to this, constant monitoring of processes, analyzing of various parameters, credit risk management is also used to improve the risk management.

20. DETAILS OF SIGNIFICANT AND MATERIAL ORDERSPASSED BY THE REGULATORS ORCOURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

The members are informed that the Delisting Committee of the Bombay Stock Exchange (The "Delisting Committee") vide order dated 16th June, 2023, mandatorily delisted the equity shares of the Company with effect from 20th June, 2023. The Company aggrieved with the order of the Delisting Committee filed an appeal with the Securities Appellate Tribunal (‘SAT) however the SAT vide its order dated 11 August, 2023 supported the order passed by the Delisting Committee.

Hence, the Company filed a petition with the Honorable Supreme Court of India against the order passed by SAT, however the judgment is still pending.

During the reporting period, your Company has not entered into any related party transactions referred to in Section 188(1) of the Companies Act, 2013. Hence, the disclosure in form AOC-2 is not applicable. You may refer the details of these transactions with related parties are provided in note no. 16 under the Head "Related Party Disclosures" to the Financial Statement.

Your Company being a Non-Banking Financial Company, section 186 of the Act with respect to advancing of loan is not applicable to it. Further, it has not given any guarantee or provided securities or made investments, which falls under Section 186 of the Act.

During the year under review, the compliance of CSR under section 135 of the Act was not applicable to the Company.

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OOTGO

Conservation of Energy and Technology Absorption:

Considering the nature of the business there is nothing to be reported under the head conservation of energy and technology. Nevertheless, the Company is taking due care to control unnecessary usage of electricity.

Foreign Exchange Earnings and Outgo:

The Company has neither earned nor spent any foreign exchange during the financial year.

25. DETAILS OF SUBSffiURY/JOINT VENTL^S/ASSOCIATE CO^ANIES

The Company does not have any subsidiary/joint venture/associate company as at the end of the financial year. Hence, the details pursuant to the provision of Section 129(3) need not to be given.

The Company has a Prevention of sexual harassment policy. There were no complaints received or pending during the financial year 2023-24.

a. Number of complaints filed during the financial year- Nil

b. Number of complaints disposed of during the financial year- Nil

c. Number of complaints pending as on end of the financial year- Nil

Your Company has neither made any application nor is any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year.

Your Company has not obtained any one time settlement of loan from the Banks or Financial Institutions.

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanismfor directors and employees to report genuine concerns has been established.

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Lenders, Consultants, Government authorities, vendors during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Companys executives, staff and workers.

On behalf of the Board of Directors

For BHAGYASHREE LEASING AND FINANCE LIMITED

RAJAS JAIN	AMEYA JAIN
DIRECTOR & CEO	DIN: 00037599
DIRECTOR# tW	DIN: 01947076
Address: Parv Plot No D/49 Clover Pinnacle Ridge	Address: Sr. No. X Flat D, Queens Garden
CHS Sr. No 36, Nibm Road, Near Bizzbaymall,	Gen Vaidya Marg, Camp Pune 411001
Kondhwa Pune 411048
Date: 16th August, 2024	Date: 16th August, 2024
Place: Pune	Place: Pune