Helpage Finlease Ltd Directors Report

To,

The Members

Helpage Finlease Limited

S-191/c, 3rd floor Manak Complex, School Block, Shakarpur, East Delhi, India, 110092

Your directors have pleasure in presenting the 43^rd Directors Report on the business and operations of the Company along with the Audited financial statements for the financial year ended 31^st March, 2025.

1. Financial Highlights

Your Companys performance for the financial year ended 31st March, 2025 is summarized below:

(In Rs.)

Particulars	2024-25	2023-24
Revenue from Operations	8,64,61,491	45,513,756
Other Income	-	14,250
Total Income	8,64,61,491	45,528,006
Less: Total Expenses	64,256,409	32,431,898
Net Profit/(Loss) before	22,205,082	13,096,108
Tax & Depreciation (PBDT)
Less: Depreciation	15,16,471	1,116,032
Net Profit/(Loss) after
Depreciation before Tax (PBT)	2,06,88,611	11,980,076
Less: Current Tax	53,78,950	3,119,567
Deferred Tax	5,55,773	126,035
Profit after Tax	1,47,53,888	8,734,474

The Financial Statements of the Company for the financial year ended 31st March, 2025 have been prepared in accordance with the Indian Accounting Standard (Ind AS) as notified by the Ministry of Corporate Affairs and as amended from time to time.

2. Dividend

The Board of Directors of your Company, after considering the relevant circumstances has decided that it would be prudent, not to recommend any dividend for the year under review.

3. Public Deposits

The Company has not accepted any public deposits during the period under review and it continues to be a non-deposit taking Non-Banking Financial Company in conformity with the guidelines of the Reserve Bank of India and the Companies (Acceptance of Deposits) Rules, 2014.

4. State of Companys Affairs and Future Outlooks

The Company is a Non-Banking Finance Company (NBFC) registered with Reserve Bank of India (RBI). During the year, the Company has performed modestly despite of challenging economic conditions and other related factors. The Directors are relentlessly striving for betterment of the business and growth of the Company. They are optimistic about the future and expect the business to perform well in the forthcoming year.

5. Review of Operations

During the financial year under review, your Company achieved a turnover of Rs. 8,64,61,491/- (Eight Crore Sixty-Four Lakh Sixty-One Thousand Four Hundred Ninety-One Only) during the year as against Rs. 4,55,13,756/- (Four Crore Fifty-five Lakh Thirteen Thousand Seven Hundred Fifty-Six Only) in the previous year. The Company has earned profit after tax of Rs. 1,47,53,888/- Rupees One Crore Forty-Seven Lakhs Fifty-Three Thousand Eight Hundred Eighty-Eight as against Rs. 87,34,474/- Rupees Eighty-Seven Lakhs Thiry Four Thousand Four Hundred Seventy-Four in the previous financial year.

6. Transfer to General Reserve

An amount of Rs. 30,61,500/- Rupees Thirty Lakhs Sixty-One Thousand Five Hundred has been transferred to Special Reserve as per the requirement under Section 45 IC of the Reserve Bank of India Act, 1934. The company has not transferred any amount to the general reserves.

7. Subsidiaries, Joint Venture or Associate Companies

The Company does not have any Subsidiary, Joint Venture or Associate Company; hence provisions of section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statements are not applicable.

8. Share Capital a) Authorized Share Capital:

During the period under review, there is no change in the authorized share capital of the Company. The Authorized Share Capital of the Company is Rs. 11,00,00,000/-(Rupees Eleven Crore only) divided into 1,10,00,000 (One Crore Ten lakh only) equity shares of Rs. 10/-each for the year ended 31^st March, 2025.

b) Issue, Subscribed and paid-up capital:

During the period under review, there is no change in the paid-up share capital of the Company. The paid-up share capital of the Company is Rs. 9,94,75,000/- (Rupees Nine Crore Ninety-Four Lakh Seventy-Five Thousand only) divided into 99,47,500 (Ninety-Nine lakh Forty-Seven Thousand Five Hundred only) equity shares of Rs. 10/- each for the financial year ended 31^st March, 2025.

c) Buy back of securities

The Company has not bought back any of its securities during the period under review.

d) Bonus Shares

No bonus shares were issued during the period under review.

e) Issue of Equity Shares under ESOP

No Equity shares under ESOP were issued during the period under review.

9. Directors & Key Managerial Personnel (KMP)

A. Directors

The Composition of Board of Directors of the Company is in conformity with the provisions of the

Companies Act, 2013 ("the Act") and the Listing Regulations, as amended from time to time.

The Company has a professional Board with Executive Directors & Non-Executive Directors who bring the right mix of knowledge, skills, and expertise and help the Company in implementing the best Corporate Governance practices.

The Board of Directors at present comprises of four (4) Directors out of which one is executive director (promoter group), one is non-executive and non-independent and other two (2) Directors are Independent

Directors. The Boards actions and decisions are aligned with the Companys best interests. It is committed to the goal of sustainably elevating the Companys value creation. The Board critically evaluates the Companys strategic direction, management policies and their effectiveness.

Composition of Board as on 31^st March, 2025 as follows:

Name of the Director	Designation	Category
Mr. Sidharth Goyal	Managing Director & Chief Financial Officer	Promoter Executive
Mr. Ashwin Dorairajan	Independent Director	Non-Executive Independent
Ms. Ananyaa Pandey	Women Director	Non-Executive Non-Independent
Mr. Sushil Kumar	Independent Director	Non-Executive Independent

i. Retirement of Director by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013, Ms. Ananyaa Pandey (DIN: 06966851) retires by rotation at the ensuring Annual General Meeting and being eligible offered herself for re-appointment.

Brief details and other details as stipulated under Regulation 36(3) of SEBI Listing Regulations and Secretarial Standard-2 issued by The Institute of Company Secretaries of India for re appointment of Ms. Ananyaa Pandey, Non-Executive Non-Independent Director is given in the notice convening the ensuing AGM, which forms part of the Annual Report.

ii. Statement on declaration given by Independent Directors

The Board of the Company consists of two Independent Directors and all the Independent Directors have given the declaration that they meet the criteria of Independence as provided in section 149(6) of the Companies Act 2013.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience of all Independent Directors on the Board. The Independent Directors (IDs) have also confirmed that they complied the with companys code of conduct for Directors and Senior Management Personnel. Further the IDs get themselves registered in the data bank mentioned with the Indian Institute of Corporate Affairs, Manesar (IICA) from time to time and under, if required, online proficiency self-assessment test conducted by the IICA.

In term of requirements of Schedule IV to the Companies Act, 2013 and regulation 25(3) of the SEBI Listing Regulations, 2015, a separate meeting of the Independent Directors was held on 12^th December 2024 without the attendance of non-independent directors and members of Management, inter alia, to discuss the following:

I. review the performance of non-independent directors and the Board as a whole;

II. review the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors;

III. assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

iii. Performance evaluation at Board

In line with the provisions of section 134(3) of the Companies Act, 2013 and Rules made thereunder read with the relevant provisions of the SEBI Listing regulations, 2015, the Board of directors has carried out an annual performance evaluation of its own performance, individual directors and the Committees of the Board. The manner in which the evaluation has been carried out explained hereunder:

The evaluations are based on questionnaire prepared which assessed the performance of the Board on select parameters related to roles, responsibilities and obligations of the Board and functioning of the Committees including assessing the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

The evaluation criteria for the Directors were based on their participation, contribution and offering guidance to and understanding of the areas which are relevant to them in their capacity as members of the

Board.

iv. Policies on appointment of Directors and Remuneration

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, KMP, Senior Management and their remuneration.

The objective and broad framework of the Remuneration Policy is to consider and determine the remuneration, based on the fundamental principles of payment for performance, for potential, and for growth. The Remuneration Policy reflects on certain guiding principles of the Company such as aligning remuneration with the long-term interests of the Company and performance of the personnel, promoting a culture of meritocracy and creating a linkage to corporate and individual performance, and emphasizing on professional competence and market competitiveness so as to attract the best talent. It also ensures the effective recognition of performance and encourages a focus on achieving superior operational results.

The Nomination and Remuneration Committee recommends the remuneration of Directors and Key Managerial Personnel, which is then approved by the Board of Directors, subject to the approval of shareholders, wherever necessary. The level and composition of remuneration shall be reasonable and sufficient to attract, retain and motivate the directors, key managerial personnel and other employees of the Company required running the Company successfully.

v. Meetings of the Board

During the Financial year 2024-25, the Board met Eight (8) times. The meetings were held as on 16/05/2024, 30/05/2024, 17/06/2024, 26/06/2024, 12/08/2024, 11/11/2024, 12/02/2025 and 03/03/2025, the necessary quorum was present through the meetings. The maximum interval between any two meetings did not exceed 120 days.

Following is the attendance of each of the Directors at the Board Meetings held during the period under review:

S. No	Date of Meeting	Total No of Directors as on date of meeting	Attendance
		No. of attended	Directors	% Attendance of
1.	16/05/2024	4	2	50%
2.	30/05/2024	4	4	100%
3.	17/06/2024	4	4	100%
4.	26/06/2024	4	4	100%
5.	12/08/2024	4	4	100%
6.	11/11/2024	4	4	100%
7.	12/02/2025	4	3	75%
8.	03/03/2025	4	3	75%

The 42^nd Annual General Meeting of the Company was held on 23^rd July, 2024.

B. Key Managerial Personnel

The Details of Key Managerial Personnel of the Company are mentioned below:

- Mr. Sidharth Goyal, Managing Director & Chief Financial Officer.

- Ms. Darshna Agarwal (M. No: A73854) Company Secretary and Compliance Officer

During the year Mr. Hemant Chauhan (M. No: A61772) was appointed as Company Secretary and Compliance officer of the Company with effect from 16^th May, 2024, however he ceased tit be Company Secretary with effect from 14^th June, 2024.

Based on the recommendation of the Nomination and Remuneration Committee, Ms. Darshna Agarwal (M. No: A73854) a qualified Company Secretary was appointed by the Board of Directors as the Company Secretary & Compliance Officer and KMP of the Company w.e.f. 17th June, 2024.

10. Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013 (including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force), the Board of Directors of the Company confirm that:

- in the preparation of the annual accounts for the financial year ended 31^st March, 2025, the applicable accounting standard have been followed along with proper explanation relating to material departures;

- they have selected such accounting policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company at the end of the financial year and of the profit of the Company for that period.

- they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and irregularities.

- they have prepared the annual accounts on a going concern basis.

- they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

- they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11. Committees of the Board

The Board has constituted the following Committees of the Board with specific terms of reference as per the requirements of the SEBI Listing Regulations and the Companies Act, 2013:

A. Audit Committee

B. Nomination and Remuneration Committee C. Risk Management Committee

D. Stakeholders Relationship Committee

The Board is responsible for constituting, assigning, co-opting and fixing the terms of reference for members of various committees.

A. Audit Committee

The Board has set up qualified and Independent Audit Committee in compliance with the requirements of Regulation 18 of SEBI Listing Regulations read with Section 177 of the Companies Act, 2013. All members of the Committee are financially literate and have accounting or related financial management expertise.

The Audit Committee comprises of the following directors as its members as on 31^st March,2025:

S.No. Name of Director	Designation	Category
1. Mr. Sushil Kumar	Chairman	Non-Executive Independent Director
2. Mr. Ashwin Dorairajan	Member	Non-Executive Independent Director
3. Ms. Ananyaa Pandey	Member	Non-Executive Director

During the period under review, the Audit Committee met Four (4) times on 30/05/2024, 12/08/2024, 11/11/2024 and 12/02/2025.

All the recommendations of the Audit Committee were accepted by the Board during the year under review.

Following is the detail of the attendance of each of the members of the Audit Committee at its Meeting held during the year under review:

			Attendance
S. No	Date of Meeting	Total No of Members on date of meeting	Numbers of Members attended	% of Attendance
1.	30/05/2024	3	3	100
2.	12/08/2024	3	3	100
3.	11/11/2024	3	3	100
4.	12/02/2025	3	2	66.67

Terms of reference

The Audit Committee has been constituted pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI Listing Regulation. The Audit Committee reviews the financial accounting policies, adequacy of internal control systems and interacts with the statutory auditors. Besides, the Committee reviews the observations of the management and internal/ external auditors, interim and annual financial results, Management discussion and analysis of financial condition and results of operations, and related party transactions. The other roles of Audit Committee, inter- alia includes the following:

i. the recommendation for appointment, remuneration and terms of appointment of auditors of the company;

ii. review and monitor the auditors independence and performance, and effectiveness of audit process;

iii. examination of the financial statement and the auditors report thereon;

iv. approval or any subsequent modification of transactions of the company with related parties;

v. scrutiny of inter-corporate loans and investments;

vi. valuation of undertakings or assets of the company, wherever it is necessary;

vii. evaluation of internal financial controls and risk management systems;

viii. monitoring the end use of funds raised through public offers and related matters.

The Terms of reference of the Committee can be accessed at https://www.helpagefinlease.com/disclosure/

B. Nomination and Remuneration Committee

The Nomination and Remuneration Committee has been constituted pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI Listing Regulation.

The Nomination and Remuneration Committee comprises of the three non-executive directors as its members as on 31^st March, 2025:

S.No. Name of Director	Designation	Category
1 Mr. Ashwin Dorairajan	Chairman	Non-Executive Independent Director
2 Mr. Sushil Kumar	Member	Non-Executive Independent Director
3 Ms. Ananyaa Pandey	Member	Non-Executive Director

The Company Secretary of the Company acts as the Secretary of the committee.

The Nomination & Remuneration Policy is uploaded on the website of the Company i.e., at https://www.helpagefinlease.com/disclosure/

During the year under review, the Nomination & Remuneration Committee met Two (2) time on 15/05/2024 and 15/06/2024. The details of attendance in committee meeting are as follows:

			Attendance
S. No	Date of Meeting	Total No of Members on date of meeting	Numbers of Members attended	% of Attendance
1.	15/05/2024	3	3	100
2.	15/06/2024	3	3	100

C. Risk Management Committee

The Board has constituted the Risk Management Committee as per the requirements of the Companies Act, 2013 along with applicable Rules and requirements of the Listing Regulations.

The Risk Management Committee lays down procedures:

a. To inform Board members about the risk assessment and minimization procedures.

b. Framing, implementing and monitoring the risk management plan for the company.

c. Any other matter that may be entrusted to the Committee by the Board.

The frequency, agenda, duration, etc., for meetings of Risk Management Committee shall be as set by the Chairman of the Committee. The Company has established effective risk assessment and minimization procedures, which are reviewed by the board periodically. The procedures comprise of an in-house exercise on Risk Management, carried out periodically by the Company, including the functioning of a structure to identify and mitigate various risks faced by the Company from time to time.

The Risk Management Committee comprises of the following directors as its members as on 31^st March, 2025:

S.No. Name of Director	Designation	Category
1. Mr. Sushil Kumar	Chairman	Non-Executive Independent Director
2. Mr. Ashwin Dorairajan	Member	Non-Executive Independent Director
3. Mr. Sidharth Goyal	Member	Executive Director

The Company Secretary of the Company acts as the Secretary of the committee.

Your company has adopted a Risk Management Process in which a structure for risk identification and analysis are in place for every department further within which origin of the risk is identify and updating the same in risk registers if required.

These reports are consolidated and presented by the Chairman, to the Board of the Company. Your Company adopts the methods and process to assess and analyze risk holistically, identifies all compliance requirements and proactively develops measures to comply with such requirements. Your Company by identifying and proactively addressing risks and opportunities, protects and creates value for stakeholders, including owners, employees, customers, regulators, and society overall.

During the year under review, the Risk Management Committee met Two (2) time on 03/05/2024 and 25/10/2024. The details of attendance in committee meeting are as follows:

			Attendance
S. No	Date of Meeting	Total No of Members on date of meeting	Numbers of Members attended	% of Attendance
1.	03/05/2024	3	3	100
2.	25/10/2024	3	3	100

D. Stakeholders Relationship Committee

The Board has constituted the Shareholders/Investors Grievance Committee as per the provision of section 178 of Companies Act, 2013 and as per Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to specifically look into the redressal of Shareholders complaints.

The Stakeholders Relationship Committee comprises of the following directors as its members as on 31^st March, 2025:

S. No. Name of Director	Designation	Category
1. Mr. Sushil Kumar	Chairman	Non-Executive Independent Director
2. Mr. Ashwin Dorairajan	Member	Non-Executive Independent Director
3. Mr. Sidharth Goyal	Member	Executive Director

The Company Secretary of the Company acts as the Secretary of the committee.

During the year under review, the Stakeholders Relationship Committee met one time on 05/12/2024. The details of attendance in committee meeting are as follows:

			Attendance
S. No	Date of Meeting	Total No of Members on date of meeting	Numbers of Members attended	% of Attendance
1.	05/12/2024	3	3	100

There were no investors complaints pending as on 31^st March, 2025.

12. Meeting of Independent Directors

The separate meeting of the Independent Directors was held on 12^th December 2024 inter alia, reviewed the performance of the Chairman, Non-Independent Directors and Manager of the Company. The Independent Directors in the said meeting also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board to effectively and reasonably perform its duties.

13. Accounting treatment in preparation of financial statements

The guidelines/ accounting standards lay down by the Institute of Chartered Accountants of India (ICAI) and prescribed under Section 133 of the Companies Act, 2013 have been followed in preparation of the financial statements of the Company in all material respects.

14. Risk Management

Your Company has laid down procedure to inform Board Members about the risk assessment and minimization procedures. These procedures are being periodically reviewed to ensure that management controls risk through the means of properly defined framework of the Company.

15. Particulars of Loans, Guarantees given and Investments made u/s 186 of the Companies Act, 2013 by the Company

The particulars of Loans, Guarantees and Investments made by the Company covered under the provisions of Section 186 of the Companies Act, 2013 and Companies (Meetings of Board and its Power) Rules, 2014 are given in the notes to the Financial Statements.

16. Corporate Social Responsibility (CSR)

During the financial year under review, the provisions of Section 135 of the Companies Act, 2013 read with rules framed thereunder, relating to Corporate Social Responsibility (CSR) were not applicable to the Company.

17. Vigil Mechanism/Whistle Blower Policy

The Company has adopted a policy on Whistle Blower (Vigil Mechanism) with a view to provide a mechanism for the directors and employees of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) and (10) of the Companies Act, 2013.

18. Compliance Officer

Ms. Darshna Agarwal, Company Secretary, is the Compliance Officer of the Company and can be contacted at E-mail id at info@helpagefinlease.com. Complaints or queries relating to the Shares can be forwarded to M/s Beetal Financial Computer Services Private Limited, Companys Registrar and Transfer Agents at beetalrta@gmail.com.

19. Auditors

i. Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors), Rules, 2014, M/s. R. C. Agarwal & Co., Chartered Accountants (Firm Registration No. 003175N) were appointed as Statutory Auditors of the Company by the shareholders at 40^thAnnual General Meeting held on 27^th June, 2022 for the period of five (5) years to hold office from the conclusion of 40^thAnnual General Meeting until the conclusion of 45^thAnnual General Meeting at such remuneration as may be mutually agreed. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

The notes on accounts referred to in the auditors report are self-explanatory and therefore dont call for any further comments by the Board of Directors.

There are no qualifications, reservations or adverse remarks made by the Auditors in their report for the financial year ended 31^st March, 2025.

ii. Secretarial Auditor

In pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company, have appointed CS Divya Rani, Practicing Company Secretary (Certificate of Practice No. 26426), as the Secretarial Auditor to conduct an audit of the secretarial records for the financial year 2024-25, based on consent received from them. The Secretarial Audit Report for the financial year ended on March 31, 2025 is annexed herewith marked as "Annexure-I" to this Report.

Further, based on the recommendation of the Audit Committee and the approval of the Board of Directors of the Company, consent of the Company be and is hereby accorded for appointment of CS Divya Rani, Practicing Company Secretary (COP No: 26426 Peer Review Certificate No: 6693/2025) as the Secretarial Auditor of the Company for a period of five (5) years, commencing on April 01, 2025, until March 31, 2030, to conduct a Secretarial Audit of the Company and to furnish the Secretarial Audit Report.

There are no qualifications, reservations or adverse remarks made by Ms. Divya Rani, Practicing Company Secretary in their report for the financial year ended 31^st March, 2025.

iii. Internal Auditor

In terms of Section 138 of the Act and Rules made there under, M/s J P K R & COMPANY, Chartered Accountants (FRN: 330682E) was appointed as the Internal Auditor of the company for the Financial Year 2024-25, who is responsible for performance of duties as internal auditor of the company and their report will be reviewed by the audit committee from time to time.

20. Extract of the Annual Return

As per the requirements of Section 92(3) of the Companies Act and Rules framed thereunder, the extract of the Annual Return is available on website of the Company i.e.www.helpagefinlease.com.

21. Reporting of frauds

During the year under review, there have been no frauds reported by the Statutory Auditors/ Secretarial Auditors/ Internal Auditors of the Company under sub-section (12) of Section 143 of the Act.

22. Corporate Governance

In Pursuant to Regulation 15(2)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the provisions of Corporate Governance shall not apply, in respect of the listed entity having paid up equity share capital not exceeding Rs. 10 Crores and net worth not exceeding Rs. 25 Crores, as on the last day of the previous financial year.

Since the paid-up share capital of the Company is Rs. 9,94,75,000 /- and net worth of the Company is Rs. 15,32,79,855/- as at 31^st March, 2024. Hence, Regulation 17 to 27 of the Corporate Governance is not applicable to the Company and the report on Corporate Governance is not provided in this 43^rd annual report.

Further, it is hereby informed that the Company is not required to file Annual Compliance Report under Regulation 24A of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015due to the exemption claimed under Regulation 15(2) and pursuant to circular "LIST/COMP/12/2019-20" dated 14.05.2019 issued by the BSE.

23. Particulars of Employees

The information required under Section 197 of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, the ratio of remuneration of each Director, Chief Financial Officer, Company Secretary of the Company for the Financial year 2024-2025 is enclosed as "Annexure-II".

24. Related Party Transaction

During the financial year, all contracts/arrangements/transactions entered by the Company with its related parties were in ordinary course of business and on arms length basis and thus the provisions of Section 188 of the Companies Act, 2013 and the rules made there under are not attracted.

In this regard, the materially significant related party transactions, if any made by the Company with Related Parties are in compliance with Section 188 (1) and Section 134 (3)(h) read with Rule 8 (2) of the Companies (Accounts) Rules, 2014 of the Companies Act, 2013.

Further, the disclosure in form AOC-2 as provided in terms of section 134 of the Companies Act, 2013 is enclosed as "Annexure-III".

25. Particulars regarding the Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo

The Company has not engaged in any manufacturing activity and thus its operations are not energy intensive. However, adequate measures are always taken to ensure optimum utilization and maximum possible saving of energy.

There were no Foreign Exchange earnings and outgo during the financial year 2024-25.

26. Management Discussion and Analysis Report

Management Discussion and Analysis Report as required under the listing regulations forms part of this Annual Report is annexed as "Annexure IV".

27. Details of Significant and Material Orders passed by regulators or courts or tribunals

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future.

28. Disclosure about the applicability of Cost Audit specified by the central government under section 148 of the Companies Act, 2013.

The provision of the section 148 of the Companies act, 2013 read with Rules 14 of the Companies (Audit & Auditors) rules, 2014 is not applicable to the Company.

29. Code of Conduct and Ethics

The Board of Directors of the Company has adopted a Code of Conduct and Ethics for the Directors and Senior Executives of the Company. The object of the Code is to conduct the Companys business ethically and with responsibility, integrity, fairness, transparency and honesty. The Code sets out a broad policy for ones conduct in dealing with the Company, fellow Directors and with the environment in which the Company operates.

All the Board members and Senior Management personnel have affirmed compliance with the Code for the year ended 31^st March 2025. A declaration to this effect signed by the Managing Director forms a part of this Annual Report.

30. Statement pursuant to Listing agreements

The Companys securities are listed with BSE Limited The Annual Listing Fees for the year 2024-2025 has been paid by the Company in time and there were no arrears reported for the year under review.

31. RBI Compliances

The Company has complied with all the applicable regulations of RBI as on 31^st March, 2025.The Company has duly filed all returns in accordance with Master Direction- Non-Banking Financial Company Returns (Reserve Bank) Directions, 2016.

32. Compliance with the Secretarial Standards

The Company has complied with all the Secretarial Standards on Board Meetings and General Meetings issued by the Institute of Company Secretaries of India (ICSI).

33. Internal Financial Control Systems and Their Adequacy

The Company possesses adequate internal controls to ensure that all assets are protected against loss from unauthorized use or disposition and that all transactions are authorized, recorded and reported correctly. An efficient Internal Audit department monitors adherence to these controls.

The Internal Auditor monitor and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with the operating systems, accounting procedures and policies of the Company.

Based on the report of Internal Auditor, the process owners undertake the corrective actions in their respective areas and hereby strengthen the control. Significant audit observation and corrective actions thereon are presented to the Audit Committee of the Board.

34. Proceeding pending under the Insolvency and Bankruptcy Code, 2016

There were no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or other Courts as at 31^st March, 2025.

35. Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof

The Company has neither availed any loan from banks or financial institution and hence there is no application being ever made for One Time Settlement (OTS) with any banks or financial institution.

36. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013:

The Company has zero tolerance for sexual harassment at the workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act) and the Rules there under. There were no complaints/cases of sexual harassment reported during the financial year 2024-25.

During the year under review, no complaints pertaining to sexual harassment at work place has been received by the Company. The following is the status of complaints received and resolved during the financial year:

S.No. Particulars	Numbers
1. Number of Sexual Harassment Complaints received	NIL
2. Number of Sexual Harassment Complaints disposed off	NIL
3. Number of Sexual Harassment Complaints pending beyond 90 days.	NIL

The above reflects the Companys commitment to timely and effective redressal of complaints

37. Compliance with the Maternity Benefit Act, 1961

The Company duly complied with the provisions of the Maternity Benefit Act, 1961, including all amendment thereto. All eligible women employees have been extended the benefits mandated under the Act, including maternity leave medical bonus and nursing breaks. The Company remains committed to promoting a supportive and inclusive workplace and ensure that no discrimination or adverse action is taken against any employee on account of maternity.

38. Number of Employees as on the closure of financial year 2024-25

During the financial year under review, the total number of employees in the Company are as follows:

S.No. Particulars	Number
1. Female	2
2. Male	5
3. Transgender	0

39. General Disclosures

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

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

2. Issue of shares (including sweat equity shares) to employees of the Company.

3. There is no change in the nature of business of the Company during the year.

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

40. Acknowledgement

Your directors would like to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers, Customers and other Business associates who have extended their valuable sustained support and encouragement during the year under review.

Your directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executives officers and staff at all levels of the Company. We look forward for the continued support of every stakeholder in the future.

The Company operates only in a single segment of Business and as such no separate segment reporting is required.

		By the order of Board
		For Helpage Finlease Limited
	Sd/-	Sd/-
Date: 26th May, 2025	Ananyaa Pandey	Sidharth Goyal
Place: Delhi	Director	Managing Director
	DIN:06966851	DIN:02855118