Classic Leasing & Finance Ltd Directors Report

To,

Tht* Members,

Your Directors have pleasure in presenting the I V¹ Annual Report ot the Company along with the Audited l in.ino.il StatGrtenLs ol "Classic Leasing & Finance I Id." ("the Company") for the year ended on ll¹ Man h, 2020:

FINANCIAL HIGHLIGHTS

Duri ng the year under review, the performance of your ( ompany is as under:

Particulars	Year ended 31* March 2026	Year ended 3161 March 2025
Revenue from Operations	129.90	68 08
Other Income	20.81	19.90
Total Revenue	150.71	88.57
Expenses	38.87	42.34
ProftyfLoss) Before Exceptional Items & Tax	111.84	46.24
Exceptional Item	-	-
imfit/(I.oss) Before lax	111.84	46.24
Fax Expenses (Net)	0.16	0.07
Profits Loss) for the period	111.68	46.17

STATE OF COMPANYS AFFAIRS

The Company is primarily engaged in the business ot leasing and financing activities. During the year under review, the turnover of the Company is Rs. 129.90 lakh and the net profit after tax stood at Its. 111.68 lakh for the Finaiit ial Year ended 31¹ March, 202b.

There has been no change in the business of the Company during the financial year ended 31^s* March, 2026. DIVIDEND

Your directors have not recommended any dividend during the year, .rs the company proposes to reserve the profit for development and expansion activity in future.

TRANSFER OL UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (1EIT)

Pursuant to Sections 12-1 and 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("1EPF Rules") there was no unclaimed/unpaid dividend, hence the company is not required to transfer any amount to Investor Education and Protection Fund.

RESERVES

The Company has transferred a sum of Rs. 22,34 lakhs to the Statu ton, Reserves as per RBI guidelines. No other amount was transferred to Reserves during the year.

shake caeuai 11(11/1/ Shares

During the year uruler review , the Company, pursuant to the applicable provisions of the i ompanies A? t, 201 \ and the rules made thereunder and the applicable provisions ol the SI Ml (Issue of t apilal and Disclosure Requirements) Regulations, 2018, issued and allotted 92,50,000 Equity Shares of face value t>f Its. 10/- each on a preferential basisto Im inciters and Non-Iromoters on 9^lh amtary, 2026, at an issue price ol Its. 11.50/ per Equity Shore, including a premium of Rs. 1,50/- per Equity Share

I lie total consideration pursuant to the said preferential issue amounted to Its. Il),(i3,75,00t)/-, compi ising an aggregate face Vidueof Rs. 9,25,00,00(y- and securities premium of Us. 1,58,75,000/-.

The Equity Shares issued pursuant to the preferential allotment rank pari passu in all respects willt the existing Equity Shares of the Company, including voting rights and entitlement to dividend, subject to applicable laws and the terms of the Issue.

Consequent upon the aforesaid allotment, the Paid-up Equity Share C apital of the Company increased by Rs. 9,25,00,000/-. comprising 92,50,000 Equity Shares of 1(1/ each

Suhiil ltun hi Shun -s

During the financial year under review, the Company did not issue any Sweat Equity Shares. Accordingly, the disclosure requirements under Rule 8(15) ot the Companies (Share Capital and Debentures) Rules, 20M are not applicable.

Differential Votmr Rtf Ills

During the financial year under review, the Company did not issue any equity shares with differential rights as to dividend, voting or otherwise. Accordingly, the disclosure requirements under Rule 1(4) of the Companies (Share Capital and Debentures) Rules, 2014 are not applicable.

Lmilouce Stock Option^

During file financial year under review, the Company did not grant or issue any Employee Stock Options under any Employee Stock Option Scheme. Accordingly, the disclosure requirements under Rule 12(9) of the Companies (Shari- Capital and Debentures) Rules, 2014 are not applicable.

MANAGEMENT DISCUSSION AND ANALYSIS

The Companys business activity primarily falls within a single business segment i.e., activities of leasing and financing. The analysis on the performance of tire industry, the Company, internal control systems, risk management are presented in the Management Discussion and Analysis Report forming part of this report.

RISK MANAGEMENT POI ICY

The Company recognizes that effective risk management is an integral part of good corporate governance and sustainable business operations. The Company has identified and monitors key business, financial, credit, liquidity.

nV rational, regulatory and other risks relevant to its business. Appropriate measures and control nus hanisms hove been pul in place to identify, assess, monitor and mitigate such risks I he t onipany continues to review its risk management framework in line with the nature, scale and complexity ol its operations and applicable regulatory requirements.

MAU-KIAI CHANGES HI I VVI I N ENDOI I INANC IAI Yl-Alt AND O/YIIOI HOARD REPORT

No material changes and commitments, affecting the position of the company, have occurred between lire

end ol the financial year of the company to whit h the finam ial statements relate and the dale ol the report

DETAILS OF SIGNIFICANT AND MATERIA I ORDERS PASSFP BY lilt REGULATORS Ult COURTS OK TRIBUNALS IMPACTING HIE GOING CONCERN STATUS AND COMPANYS QPI It A I IONS IN I HI Hill

No significant and material orders have been passed by the regulators or courts or tribunals having impact on tire goingconcern status and companys operations in future.

DETAILS OF SUBSI IMA RY/IOINT V ENTUR1 S/ASS( X I All: (OMPAN IIS

The Company does not have any Subsidiary, Associate or Joint Venture Company as on 31" March, 2026 PUBLIC DEPOSITS

Your Company Iras not accepted/invited deposits from the public falling within the ambit o! Section 73 ol the Companies Act, 2013 and Tire Companies (Acceptance of Deposits) Rules, 2011.

STATUTORY AUDITORS

At the 40" Annual General Meeting, the members of the Company had appointed M/s. Agarvval Khetan & t o., Chartered Accountants (ERN: 330054E) as the statutory auditors of the Company for a period of 5 years, to hold office till the conclusion of 45^lh AGM to be held in the year 2028.

The Statutory Auditors have confirmed that they are not disqualified trom continuing as Auditors of the Company. DETAILS OF FRAUD REPORTED BY THE AUDITORS

There is no fraud reported by the Statutory Auditors in the Company during the financial year ended 31^1,1 March, 2026

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013 read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the members at tiro 42^ml Annual General Meeting (AGM) held on 23^nl September, 2025 had appointed Ms. Twinkle Agarwal, Practicing Company Secretary (ACS: 52868) as the Secretarial Auditor of the Company for a period of 5 (five) consecutive years commencing from Financial Year 2025-26 till Financial Year 2029- 30.

The Secretarial Audit Report of Ms. Twinkle Agarwal, Company Secretary in Practice, for the financial year 2025-26, is annexed herewith as "Annexure A".

MANAGEMENTS COMMENT ON <„>UAI II It AI ION, IUMKVAIION OK AOVIKSI KJ MARK (Hi DISC I AIMI K GIVI N IN AUIMI Kl PORTS

hide pendent Auditors Report

I iu* Statutory Auditors have issued a qualified opinion on the financial statements ol (lie Company loi the financial year ended 31“ Man h, 2026, in respect of the matters relating to the corporate guarantee and lair v.ilue ol investments as stated in the Statutory Auditors Report.

The Management has taken note ol the qualifications and the observations made by the Statutory Auditors. Ilu* matters referred to in the Audit Report have been duly considered by the Management and the relevant dis< Insures, wherever applicable, have been made in the financial statements.

The Management shall continue to review and evaluate the matters referred to by the Statutory Auditors from lime to time and take such appropriate measures as may be considered necessary in the best interests of the l Company ami in compliance with the applicable laws and regulations.

The Management further confirms that the finain ial statements have been prepared on the basis of the information .mil circumstances prevailing as at the reporting date and the relevant matters have been appropriately disclosed therein.

Secretarial Audit Kept>rt:

Ihe Company is in the process of taking necessary steps for appointment ol an Internal Auditor, as applicable, and shall take appropriate measures to ensure compliance with the relevant provisions of flu* Companies Act, 2013 and the rules made thereunder.

ANNUAL RETURN

The Annual Return of the Company as on 31“ March, 2026 in Form MGT - 7 is in accordance with Section W2(3) ol the Act read with the Companies {Management and Administration) Rules, 201-1 and will be available on the website of the Company at www.classicleasitm.net.

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

Since the Company is not engaged in any manufacturing activity, the particulars relating to conservation of energy and technology absorption as required under Section 134(3)(m) of the Companies Act, 2013 are not applicable to the Company.

During the year under review, there were no foreign exchange earnings or outgo.

POLICY ON APPOINTMENT AND REMUNERATION <>l DIKM Tolls, KIV MANACI IIIAl PI KSONM I AND SENIOR MANAGEMENT

Pursuant to the provisions ol Set lion 178 ol the Companies Act, 2t)M ami Regulation 19 of th?* 4IU (l isting Obligations and Disclosure Requirements) Regulations, 201, the Company has adopted a Nomination and Remuneration Policy on the appointment, remuneration and evaluation til I >irei tors, key Managei ial Personnel anil Senior Management Personnel I hr Policy lays down the criteria for determining qualifications, positive attributes, independence of Directors and othei matters specified under the applicable provisions ol the Companies Act 2013 and the SEB1 (LODR) Regulations, 2015.

I lie Nomination and Remuneration Policy is available on the website of the Company .it w ww . lassie leasing net REMUNERATION RATIO TO PIREt TORS/KMP/EMPLOYEKS

The Company does not have any employee who is in receipt of remuneration as pe r the provisions of Section PC ol the Companies Act, 2013 read with Rule i(2) ol the l ompanies (Appointment & Remuneration) Rules, 2011

VIGIL MECHANISM/WHISTI I BLOWER POLICY

The Company lias adopted a Vigil Mechanism/Whistle Blower Policy to provide a formal mechanism to the Dim tors and employees to report their concerns about unethical behaviour, actual or suspected Iratul or violation ol Ilie Companys Code of Conduct or Ethics Policy. It aims to provide an avenue for employees through this policy to raise their concerns on any violation ol legal or regulatory requirements, suspicious fraud, misfeasance, misrepresentation of any financial statements and reports. It also provides for direct access to the Chairman of the Audit Committee. The Vigil Mechanism/ Whistle Blower Policy is available on the Companys website at www.flassicleasiiig.net

DIR ECTOKS AND KLY MANAGER IAT PL RSONNI l_

During the year under review, the following changes occurred in the composition of the Board of Directors and key Managerial Personnel of the Company

a) At the 42^,ul Annual General Meeting of the Company held on 23^M September, 2025, the members of the Company re-appointed Mr. Chandra Shekhar Sony (DIN: 06431942) as the Managing Director ol the Company for a period of 5 years w.e.f. 31" July, 2025.

b) The Board of Directors at their meeting held on 30“ March, 2026 appointed Mr. Abhishek Mussadi (DIN: 02632924) and Mr. Mukesh Kumar Shaw (DIN: 08469938) as the Non-Executive Independent Directors of the Company w.e.f. 30^lh March, 2026. At the same meeting, Ms. Kusum Kochar (DIN: 08940881) was appointed as Non-Executive Non-Independent Director, with effect from 30¹¹ March, 2026. I he appointment of Mr. Abhishek Mussadi (DIN: 02632924) and Mr Mukesh Kumar Shaw (DIN: 08469938) as the Non-Executive Independent Directors were approved by the members at the Extra-Ordinary General Meeting held on 27^,h June, 2026.

c) Mrs. Minu Datta (DIN: 07183300) resigned from the office of Director with effect from 30th March. 2026.

Pursuant to Section 152 of the Companies Act, 2013, at least two-third of the total number of Directors (excluding independent directors) shall be liable to retire by rotation.

Ilu> Independent Director# hold off lev for <i f ixftl term of not exceeding fivr year# from tin* tint** of their appomlnrnt and are not liable to retire by rotation

Accordingly, Mr. Chandra Shekhar Sony (DIN Orel U9-I2), Managing Direr tor, being I In* longest m the office aiming the Directors liable to rt*tire by rotation, retires from the Hoard this year and, being eligible, has offered himself for reappointment.

Pursuant to the provisions of Section 203 of the l otnpanies Act, 2013, the follow mg offii lals were the Key Managerial Personnel of the Company as on 31* March, 2026

> Mr. Chandra Shekhar Sony (Managing Director)

> Mr. Suryaprakash (Chief Financial Officer)

^ Mr. Joyjit Das (Company Secretary)

MEI-TINGSOF I_HI? BOAR! j OI^: I)IRIXTC >Its

During the financial year ended 31* March, 2026, the Hoard mot at regular intervals to discuss and det ide on business and policy matters, The maximum interval between any two Board Meetings did not exceed 120 days, as pres* ribed under the Companies At t, 2013, the SF.BI I isting Regulations and Secretarial Standard-1 on Meetings of the Boa id ol Directors.

The details of the meetings of lire Board, its Committees and the Independent I fire* tors, together with tin¹ attendance of the Directors, are provided in the Corporate Governance Report forming part ot this Annual Report

DECLARATION HY 1NDKPHNPENT PIKFCTOR

The Company has received the requisite declarations/confirmations from all the Independent Directors confirming that they meet the criteria of independence as provided under the provisions of the Companies Act, 2013 and the SI HI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board has taken on record and considered such declarations/confirmations and is of the opinion that the Independent Dire* tors meet the criteria of independence as prescribed under the applicable provisions.

ANNUAL EVALUATION BY THE BOARD

In compliance with the provisions of the Companies Act, 2013, the Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors.

The evaluation framework for assessing the performance of D^frectors comprises of the following kev areas:

• Attendance of Board Meetings;

• Quality of contribution to Board deliberations;

• Strategic perspectives or inputs regarding future growth of Company and its performance;

• Providing perspectives and feedback going beyond information provided by the management;

• Commitment to shareholder and other stakeholder interests.

The evaluation involves self-evaluation by the Board Members and subsequently assessment by the Board of Directors. A member of the Board does not participate in the discussion of his / her evaluation.

DIRECTORS* KISl-ONSimi II V S I ATI MENT

In accordance with the provisions of Sot lion I 11(5) of llu t ompanies Ai t, 201 t, your I ho t lots shift¹ 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 consistent]) and made judgments and estimates that are reasonable and prudent so as to give a true and fair view ot the state ol affairs ol the i ompany at the end of the financial year and of the profit / loss of the company for th.it period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act lor safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) die directors had prepared the annual accounts on a going concern basis;

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; and

1) the directors had devised proper systems to ensure compliance with the provisions ol all applicable lavss and that such systems were adequate and operating effei lively

composition or n n: board anim ommuti:i-s

rite B.mrd has constituted the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee in accordance with the applicable provisions of the Companies Act, 21)13 and the Sl-Bl (Listing Obligations and Disclosure Requirements) Regulations, 2015

The details relating to the composition of the Board Committees, including the terms of reference, are provided in the Corporate Governance Report, which forms an integral part of this Annual Report

PARTICULARS OT LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company being a Non-Banking Financial Company (NIJFC), the provisions of Section ISO of the Companies Act, 2013 read with Rule 11 of the Companies (Meetings of Board and its Power), Rules, 2014 are not applicable

PARTICULARS OF CONTRACTS OK ARRANGEMENTS MADE: WITH RELATED PARTIES

During the year under review, all contracts/arrangements entered into l?v your Company with related parties were conducted on an arms length basis and in the ordinary course of business. No material related party transactions were entered into by the Company during the year that required shareholders approval under Regulation 23 of the SEBI Listing Regulations.

Your Company formulated a Policy on Related Parts Transactions, which is available on the Companys website at h tips: / / ? w w w xlass ideas jog, ne t /.

All Related Party transactions have been reported in Notes to Accounts.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of Section 135 of the Companies Act, 2013 are not applicable to your company.

C ( tKPOKAIj GOVI KNANC I

I )ur iiig Ilii¹ financial year 2025 26, the paid up Equity Share ( .ipil.il ol tin* C ompun) itu leased from Ks UN).02 lukln to K*> 1,225.02 l.tkhs, pursuant to the allotment of 92.50,000 Equity Stum*, of 10/ each *>ji a pretirontiul (mm*. un9^lh January, 2026.

Consequent to the aforesaid increase in the paid up Equity Sh?ire Capital *11111 to the extent applicable, the Company has complied with the requirements relating to Corporate Governance prescribed under the SI 111 (listing Obligations and Disclosure Requirements) Regulations, 2015 ("SI III Listing Regulations"). Ihe C orporate Governance Report, containing the requisite disclosures prescribed under the SI*HI Listing Regulations, together with the applicable certificates and disclosures, forms an integral part of this Annual Report.

COMP1.IANCE WITH SI CRITARIAL STANDARDS (SSI

During the period under review, the Company has complied with the provisions of SS I and SS-2 with r?*spect to Meeting of Board of Directors and General Meetings respectively,

COST RECORDS

The maintenance of cost records as specified by the Central Government under sub-section (I) of Section I IK ol the Companies Act, 2013 is not required by the Company.

INTERNAL CONTROL SYSTEMS

The Company has an adequate internal control system commensurate with the si/e, scale and complexity of its operations. The internal financial controls are designed to ensure orderly and efficient conduct of the business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

The Board is of the opinion that the internal financial controls are adequate and were operating effectively during the financial year under review.

DISCLOSURE UNDFR SEXUAI. HARASSMENT Oh WOMEN AT JVORKPl ACE (PREVENTION.

PROHIBITION AND REDRESSAL) ACT, 2013

In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act. 2013 (POSH Act) and the Rules made thereunder, the Company has constituted .111 Internal Committee for providing a mechanism for redressal of complaints relating to sexual harassment at the workplace.

During the financial year under review, the Company complied with the applicable provisions of the POS11 Act and the Rules made thereunder.

Number of complaints of Sexual I Iarassment received in the Year	0
Number of Complaints disposed off during the year	0
Number of cases pending for more than ninety days	0

PARTICULARS ()1 APPLICATION MADI OK ANV IKOtllDINC IlNDINU UNMIK INSOIVINt V ANI) BANKRUFTC V CODE, 20lt>

Then* is no application made or any proceeding pending under Insolvency and Bankruptcy l ode, 201 h during line year under review,

DISCLOSURE WITH lil SPl-XT TO VALUATION

During the year under review there was no instance of one linn- selllenient with any Hank or Financial Instilutivn. Accordingly, disclosure relating to the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is rrot applicable to the Company.

MIATERNITY BENEFI I

The Company affirms that it has duly complied with all provisions ol the Maternity Benefit Act, l%, and has extended all statutory benefits to eligible women employees during the year.

ACKNOWLEDGEMENT

The Board of Directors of your company wishes to express sincere gratitude for the cooperation, support and guidance provided from time to time by the Government, statutory auditors, business associates, consultants and look forward to their continued co-operation in the years to come. The Directors of your Company place on record the appreciation for the dedicated and sincere services rendered by the employees at all levels