India Lease Development Ltd Directors Report

Your Directors are pleased to present the 40 (Fortieth) Annual Report on the business and operations of the accounts for the financial year ended March 31, 2025.

1. FINANCIAL SUMMARY

The Boards Report is prepared based on the standalone IND-AS financial statements of the company. The Companys standalone financial performance for the year under review along with previous year figures are given hereunder:-

( in lacs)

Financial Results	Year ended March 31, 2025	Year ended March 31, 2024
Gross Profit/ (Loss) before depreciation, finance cost, and provisioning	(11.61)	(13.94)
Less: Depreciation including impairment and Property Reserves	0.11	0.08
Profit/ (Loss) before Exceptional Items and Tax	(11.72)	(14.02)
Exceptional Items	-	-
Profit/ (Loss) before Tax	(11.72)	(14.02)
Tax Expenses/ Tax paid for earlier years written off	-	1.30
Profit/ (Loss) for the year	(11.72)	(15.32)
Other Comprehensive Income (net of tax)	(44.30)	0.59
Total Comprehensive Income for the year	(56.02)	(14.73)

2. CHANGE IN THE NATURE OF THE BUSINESS, IF ANY

There has been no change in the nature of the business of the company during the financial year 2024-2025.

3. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF THE FINANCIAL YEAR AND TILL THE DATE OF THE REPORT.

There are no material changes and commitments which could affect the financial of your Company between the end of the financial year of the financial statements relates and the date of this report unless otherwise stated.

4. REVIEW OF OPERATIONS

Recovery of the old dues has been the main focus of the company and the management is confident that with the maximum recovery, it would be possible to deploy the funds to earn a better return on investments.

5. DIVIDEND

In view of accumulated losses of the previous years, the Board has not recommended any dividend for the year under review.

6. SHARE CAPITAL

Share Capital continues to remain at 14,70,02,910 divided into 14,700,291 Equity shares of 10/-each.

7. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013

The company has not issued any Sweat Equity Shares during the financial year under review and hence no information as per provisions of Section 54(1)(d) of the Companies Act, 2013 read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

8. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013

The company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Companies Act, 2013 read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

9. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT, 2013

The company has not issued any Equity Shares under the Employees Stock Option Scheme during the financial year under review and hence no information as per provisions of Section 62(1)(b) of the Companies Act, 2013 read with Rules 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

10. PREFERENTIAL ALLOTMENT OF SHARES

During the year under review, the company did not raise any funds, through preferential allotment or qualified institutions placement as specified under Regulation 32(7A) of SEBI Listing Regulations.

11. TRANSFER TO RESERVES

Due to losses, the company has not transferred any amount to General Reserves for the financial year ended March 31, 2025.

12. PUBLIC DEPOSITS

During the year under review, your company has not accepted any deposits within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including statutory modification(s) or re-enactment(s) for the time being in force). Further, no amount on account of principal or interest from deposits from the public was payable as of the date of the Balance Sheet.

13. ANNUAL RETURN

Annual Return (Form MGT-7) for the financial year 2024-2025 prepared in accordance with Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, is available on the website of the company and can be assessed at www.indialease.com under the head ‘Annual Reports.

14. CORPORATE GOVERNANCE

In terms of the provisions of Schedule V(C) of the SEBI Listing Regulations, a detailed Report on Corporate Governance, along with a report on Management Discussion and Analysis and General Shareholders Information is forming part of this report.

A certificate from M/s Jagdish Chand & Co. Chartered Accountants, New Delhi, (FRN No. 000129N), Statutory Auditors of the Company, regarding the compliance of the conditions of Corporate Governance, as stipulated under Chapter IV of SEBI

Listing Regulations, is attached herewith to this report.

The Company is in full compliance with the requirements and disclosures that have to be made in terms of the requirements of Corporate Governance specified in SEBI Listing Regulations.

15. BOARD OF DIRECTORS

As on March 31, 2025, the Board of the Company comprised of five (5) Directors, with three(3) Non-Executive Independent Directors and two(2) Non-Executive Non-Independent Directors. The details of the Board composition including the profile of the Directors are available in the Corporate Governance Report section of the Annual Report.

During the year under review, on account of completion of his second and final term as Independent Director of the Company, Shri. Arun Mitter (DIN:00022941), ceased to be Independent Director of the company effective September 17, 2024. The Board of the Company placed on record his appreciation for the valuable contribution and guidance rendered by Shri. Arun Mitter during his tenure as Member of the Board.

During the year under review, Mrs. Leena Tuteja (DIN:10765107), has been appointed as Independent Director of the Company for a term of 5(five) consecutive years with effect from September 17, 2024 to September 16, 2029. The same was approved by the shareholders of the Company through postal Ballot on November 25, 2024.

Pursuant to the recommendation of Nomination and Remuneration Committee, the Board of Directors considered and approved the re-appointment of Shri. Karun Pratap Hoon (DIN:05202566), as Non-Executive Independent Director for second term commending from November 19, 2025 to November 18, 2030, subjected to the approval of the Members of the Company at the ensuing AGM.

Pursuant to provisions of Section 152 of the Companies Act, 2013. Shri. Rajiv Gupta, Non Executive Non Independent Director (DIN:00022964) and Ms. Sumana Verma (DIN:01448591) retires by rotation and being eligible offers himself/herself for re-appointment.

Shri. Rajiv Gupta attained the age of 75 years on 13.08.2021 and as such in compliance with Regulation 17(1A) of SEBI

Listing Regulations, a Special Resolution to this effect has already been approved by the shareholders in the 35th AGM held on November 19, 2020.

During the year under review, seven (7) Board meetings were held on May 28, 2024, August 12, 2024, Sep 17, 2024, Oct 16, 2024, Nov 12, 2024, Feb 13, 2025 and March 28, 2025, respectively. Further details of the Board Meeting and Committee Meetings including the attendance of the Directors are provided in the Corporate Governance Report forming part of the Annual Report. The calendar of meetings for FY 2024-25 had been circulated to all the directors in advance detailing the schedule of Board and Committee meetings during the FY 2024-25.

Pursuant to be provisions of Section 149 of the Companies Act, 2013 the Independent Directors have submitted declaration that each of them meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 alongwith Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations. The Directors have further confirmed that they are not debarred from holding the office of the director under any SEBI Order or any other such authority. During the FY 2024-25 there has been no change in the circumstances affecting their status as Independent Directors of the Company. Pursuant to Claus VII (1) of Schedule IV of the Act, a separate meeting of the Independent Directors was held on December 04, 2024.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with Company, other than sitting fees, if any, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/ Committee of the Company.

Disqualification

None of your Directors is disqualified under the provisions of Section 164(2) (a) & (b) of the Companies Act, 2013. All Directors of the company have submitted a declaration in MBP-1 under Section 184 of the Companies Act, 2013.

16. DIRECTORSHIP AND MEMBERSHIP OF COMMITTEES OF AND SHAREHOLDING OF NON-EXECUTIVE DIRECTORS

All the Directors at the beginning of the financial year, have periodically and regularly declared to the company about their Directorship, Shareholding, and Membership on the Board/Committees of other companies in the prescribed format. As per the disclosures received, none of the Directors of the company hold Memberships/ Chairmanships of more than the limit prescribed in Regulation 26(2) of SEBI (LODR) Regulations, 2015, as amended, across all companies in which he/she is a Director.

17. SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards (SS-1 and SS-2) issued by The Institute of Company Secretaries of India relating to Meetings of the Board of Directors and General Meetings have been duly complied with by the company.

18. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013 (including any statutory modifications(s) or re-enactment(s) for the time being in force) the Directors of your company confirm that:-

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are responsible 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 of the Company for that period;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

(d) they have prepared the annual accounts on a Going Concern basis; and

(e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.

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

19. CODE OF CONDUCT

(a) FOR DIRECTORS AND SENIOR MANAGEMENT, THE COMPANY HAS A STRONG LEGACY OF FAIR, TRANSPARENT AND ETHICAL GOVERNANCE PRACTICES.

The Company has adopted the ILD Code of Conduct for Non-Executive Directors, Senior Management Personnel, and other Executives and Employees, which is available on the website of the Company www.indialease.com. The Company has received confirmations from the Non-Executive Directors as well as Senior Management Personnel regarding compliance with the Code during the financial year under review. The Company has also adopted the Code of Conduct for Independent Directors which suitably incorporates the duties of Independent Director as laid down in the Companies Act, 2013. The same is available on the website www.indialease.com.

(b) ILDs CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING & CODE OF CORPORATE DISCLOSURE

PRACTICES

As per SEBI (Prohibition of Insider Trading) Regulations,2015 the company is maintaining a Structural Digital Database containing the names of such persons or entity as the case may be with whom the information is shared under this Regulation. A separate e-mail id FRR@indialease.com has been created which exclusively is being used for the information of UPSI.

Mr.Rohit Madan, Manager, Company Secretary & CFO of the Company is a "Compliance Officer" in terms of the Insider Trading Code.

20. AUDIT & AUDITORS

Statutory Auditors- Appointment & their Report

M/s. Jagdish Chand & Co., Chartered Accountants (FRN:000129N), the Statutory Auditors have audited the books of accounts of the company for the financial year ended March 31, 2025, and have submitted the Auditors Report thereon. The Statutory Auditors have not given any qualification, reservation or adverse remarks or disclaimer in their Audit Report for the year under review.

In view of the amendment to Section 139 through the Companies/ Amendments Act, 2017) notified on May 7, 2018, ratification of auditors appointment is no longer required. However, as required under Section 142 of the Companies Act, 2013, a proposal is put up for approval of members for authorizing the Board of Directors of the company to fix the Auditors remuneration for the year 2025-26. The members are, therefore, requested to approve the same being the item of notice of the AGM.

21. APPOINTMENT OF SECRETARIAL AUDITOR

Subject to the approval of the Members of the Company and based on the recommendation of the Audit Committee, the Board, at its Meeting held on August 11, 2025, approved the appointment of M/s Anjali Yadav & Associates, Company Secretaries a Peer Review Firm (6384/2025) as the Secretarial Auditor of the Company, for a period of five consecutive years commencing from FY 2025-2026 till 2029-2030.

22. REPORT OF SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s Anjali Yadav & Associates, Company Secretaries a Peer Review Firm (6384/2025), to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2025.

The Secretarial Audit Report for the financial year ended March 31, 2025, is annexed herewith in Form No. MR-3 which forms an integral part of this report.

The Company has complied with the Secretarial Standards for the Board Meeting (SS-1) and General Meeting (SS-2) during the year 2024-2025.

Further, the Secretarial Compliance Report for the financial year ended March 31, 2025 pursuant to requirements of Regulation 24A of Listing Regulations, was also carried out by M/s Anjali Yadav & Associates, Company Secretaries, in relation to compliance with all applicable SEBI Regulations/Circulars/Guidelines issued thereunder.

There were no adverse remarks, qualifications, or reservations in the Secretarial Audit Report and Secretarial Compliance Report.

M/s Anjali Yadav & Associates, Secretarial Auditor, has also been appointed as scrutinizer to electronically submit the consolidated Scrutinizer Report i.e. votes cast through remote e-voting and e-voting during AGM.

23. CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

A certificate from M/s Anjali Yadav & Associates, Company Secretaries regarding the Non-Disqualification of Directors is annexed as part of the Report.

24. INTERNAL AUDITOR & INTERNAL CONTROL

The company has an internal control system commensurate with the size, scale, and complexity of its operations and documented procedures for various processes which are periodically reviewed by the Internal Auditor. Any Changes warranted due to business needs are undertaken. Internal Audit is conducted at regular intervals. The scope and authority of the Internal Audit is defined by Audit Committee. This system of internal control effectively complies with Section 138 of the Companies Act, 2013, and the Listing Regulations.

To maintain its objectivity and independence, the Internal Auditor submits its report to the Chairman of the Audit Committee. Audit Committee evaluates the efficiency and adequacy of internal control systems in the company. Based on the report of the Internal Auditor, the company undertake corrective actions to strengthen the controls where required. Significant audit observations and corrective actions thereon are presented to the Audit Committee. During the year under review, no adverse remarks and reportable material weakness in the operation were observed.

25. MEETING OF THE BOARD OF DIRECTORS.

The Company Secretary, as per the directions of the Chairman, prepares the agenda of the Board/ Committee Meetings which is invariably sent either by hand or by electronic mode, email, to the members well in advance in order to permit adequate review. The Company Secretary records the minutes of each meeting and draft minutes are circulated to all members of the Board well in advance.

During the year, seven (7) Board meetings were convened and held. The Intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI Listing Regulations. The details of all Board/Committee meetings held are given in the Corporate Governance Report. It is ensured that the time gap between the two meetings is not more than 120 days.

26. BOARD COMMITTEES

Pursuant to requirements under the Companies Act, 2013 and SEBI Listing Regulations, the Board of Directors has constituted Committees of Board viz Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, and Risk Management Committee. Details of each committee have been explained in the report on Corporate Governance which forms part of this Annual Report.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

Since the company is not failing within the criteria of Section 135 of the Companies Act, 2013 accordingly in view of the same CSR Committee has not been constituted.

28. SEPARATE MEETING OF INDEPENDENT DIRECTORS

In terms of requirements under Schedule IV of the Companies Act, 2013 and Regulation 25(3) of SEBI(LODR) Regulations, 2015 a separate meeting of the Independent Directors was held on December 04, 2024.

The Independent Directors at the meeting, inter alia, reviewed the following:-

- Assessed the quality, quantity, and timeliness of the flow of information between the Companys Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

- In a separate meeting of Independent Directors, the performance of Non-Independent Directors and the Board as a whole was also evaluated, additionally, they also evaluated the Chairman of the Board, taking into account the views of Non-Executive Directors in the aforesaid meeting.

29. DECLARATION BY INDEPENDENT DIRECTORS

In terms of Section 149 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, Shri. Karun Pratap Hoon (DIN:05202566), Shri. Dinesh Agnani (DIN:00591448) and Mrs. Leena Tuteja (DIN:10765107) are the Independent Directors of the company as on the date of this report.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute.

All Independent Directors of the company have given requisite declarations under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as laid down under Section, along with Rules framed thereunder read with Regulation 16(1) (b) of SEBI (LODR) Regulations, 2015 and have complied with the Code of Conduct of the company as applicable to the Board of Directors and Senior Managers.

30. INDEPENDENT DIRECTORS WITH MATERIALLY SIGNIFICANT, PECUNIARY, OR BUSINESS RELATIONSHIPS WITH

THE COMPANY.

There is no pecuniary or business relationship between Non-Executive Independent Directors and the company, except for the Board and Committee Meetings.

31. FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES, AND DIRECTORS.

The annual evaluation process of the Board of Directors, individual Directors, and Committees was conducted in accordance with the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, as amended.

The performance of the Committee was evaluated by the Board after seeking inputs from the Committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. in compliance with the Companies Act, 2013, and Listing Regulations.

The Board of Directors has carried out an Annual Evaluation of its own performance, and also that of the Chairman, Directors, and Committee Members for the year under review.

The Board of Directors and its Committees functioning was reviewed and evaluated on the basis of response from Directors, Committee Members, on various aspects of the composition and functioning of the Board of Directors and its Committee.

In a separate meeting of Independent Directors, the performance of Non- Independent Directors, the performance of the Board of Directors as a whole, including the performance of the Chairman was also evaluated.

The Board of Directors expressed its satisfaction with the evaluation results, which reflects the high degree of engagement of the Board of Directors and its Committees with the company and its management.

The Board and the Nomination & Remuneration Committee reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

The Board also assessed the quality, quantity, and timeliness of the flow of information between the companys management and the Board which is necessary for the Board to effectively and reasonably perform their duties.

32. POLICIES:

SEBI (LODR) Regulations, 2015 mandated the formulation of certain policies for all listed companies which are available on the companys website www.indialease.com under the head "Corporate Policies".

33. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

The Company has formulated a formal Whistle Blower Policy for reporting improper or unethical practices or actions which are in violation of the code of conduct of the company. The policy which is also available on the website of the company provides adequate safeguard against victimization and has provided direct access to the Chairman of the Audit Committee by the employees to state and redress their complaints/grievances. The details of the policy are explained in the Corporate Governance Report and also available on the website of the company www.indialease.com.

Pursuant to Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014 read with Section 177(9) of the Companies Act, 2013 and as per Regulation 22 of the SEBI (LODR) Regulations, 2015, the Company has adopted Vigil Mechanism to enable Directors and employees to report genuine concerns or grievances, significant deviations from key management policies and report any non-compliance and wrong practices, e.g. unethical fraud, violation of law, inappropriate behaviour/ conduct etc.

The functioning of the Vigil Mechanism is reviewed by the Audit Committee from time to time. None of the Directors or employees have been denied access to the vigil mechanism.

The Policy framed by the company is in compliance with the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, and is available on the website of the company www.indialease.com.

34. REMUNERATION POLICY

The Board on the recommendation of the Nomination & Remuneration Committee, laid down a Nomination & Remuneration Policy for the selection and appointment of the Directors, Key Managerial Personnel, and Senior Management and their remuneration. The extract of the Nomination and Remuneration policy is provided in the Corporate Governance Report which forms part of the Boards Report.

35. POLICY FOR PREVENTION, PROHIBITION, AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN IN THE

WORKPLACE

The Company has adopted a policy in line with provisions of Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, and the Rules thereunder. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

The Company had no complaints of sexual harassment at the beginning of the year and has not received any complaints during the financial year. Accordingly, there are no complaints pending at the end of the financial year 2024-2025.

36. SUCCESSION POLICY

The Board has approved the Succession Policy as is required under Regulation 17(4) of SEBI Listing Regulations. In accordance with the principles of transparency and consistency, your company has adopted governance policies for the Board of Directors, Key Managerial Personnel, and Senior Management Appointment, remuneration & evaluation. These governance policies, inter alia, outline Succession Planning for the Board, Key Managerial Personnel, and Senior Management.

37. KEY MANAGERIAL PERSONNEL

During the year under review, the company has identified the following personnel as Key Managerial Personnel as per IND

AS-24:-

S. No.	Name of the Person	DIN/PAN/Membership	Designation
1.	Shri.Rajiv Gupta	00022964	Non-Executive Chairman
2.	Ms. Sumana Verma	01448591	Non-Executive Director
3.	Shri. Dinesh Agnani	00591448	Independent Director
4.	Mrs. Leena Tuteja	10765107	Independent Director*
5.	Shri. Karun Pratap Hoon	05202566	Independent Director
6.	Shri. Murali.S	PAN-AIGPS2158B	Chief Executive Officer
7.	Shri. Rohit Madan	ACS No.-13636	Manager,Company Secretary & CFO
8.	Shri. Arun Mitter	00022941	Independent Director **

* Mrs. Leena Tuteja has been appointed as Independent Director on September 17, 2024.

** Shri Arun Mitter Independent Director completed his second and final term on September 17, 2024.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company as on March 31, 2025 are Shri. Rajiv Gupta, Director, Shri. Murali.S (CEO) and Shri. Rohit Madan (Manager, Company Secretary & CFO).

38. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS.

There were no significant and /or material orders passed by the Regulator(s) or Court(s) or Tribunal(s) impacting the Going Concern status of the company and its business operations in the future.

39. UNPAID / UNCLAIMED DIVIDEND-INVESTOR EDUCATION AND PROTECTION FUND (IE&PF)

In view of compliance of Section 124 of the Companies Act, 2013 read along with Companies (Declaration and Payment of Dividend) Rules, 2014 the dividend which remained unclaimed and unpaid, if any, for a period of seven years from the date they became due for payment has to be transferred to the above fund. There are no unclaimed & unpaid dividend which required to be transferred to the above mentioned IE&P Fund.

40. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

In adherence to the companys policy for safeguarding its assets, prevention of errors, and accuracy, the companys internal control systems are commensurate with the nature of its business, the size and complexity of its operations, and such internal financial controls with reference to the financial statements are adequate and operating effectively.

41. PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS UNDER SECTION 186.

Details of loans, guarantees, and investments, if any, covered under Section 186 of the Companies Act, 2013 are stated in the notes to accounts of financial statements forming part of this Annual Report.

42. MANAGEMENT DISCUSSION AND ANALYSIS

It provides an overview of the affairs of the Company, business environment, mission objectives, strengths, opportunities, and internal control systems. The said Management Discussion and Analysis is forming part of this Annual Report.

43. RELATED PARTY TRANSACTIONS

All Related Party Transactions (RPTs) that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the company at large.

As a part of the mandate under the Listing Regulations and the terms of reference, the Audit Committee undertakes quarterly review of related party transactions entered into by the Company with its related parties. Pursuant to Regulation 23 of Listing Regulations and Section 177 of the Act, the Audit Committee has granted omnibus approval in respect of transactions which are repetitive in nature, which may or may not be foreseen, not exceeding the limits specified thereunder. The transactions under the purview of omnibus approval are reviewed on quarterly basis by the Audit Committee. Pursuant to Regulation 23(9) of the Listing Regulations, your Company has filed the disclosures on Related Party Transactions in prescribed format with the Stock Exchange.

None of the Directors or Key Managerial Personnel or Senior Management Personnel has any material, financial and commercial transactions (except payment of remuneration as applicable). All Related Party Transactions are placed before the Audit Committee and the Board.

The Company has formulated and adopted a policy of dealing with related party transactions, in line with Regulation 23 of the Listing Regulations, which is available on the website of the Company www.indialease.com under the head "Corporate Policies".

Further, the details of the transactions with Related Party(ies) are provided in the Companys financial statements in accordance with the Accounting Standards, and a report in compliance with Regulation 23(9) of SEBI(LODR) Regulations,2015 was also submitted to the Stock Exchange.

The details of the related party transactions as per Indian Accounting Standards (IND-AS) 24 are set out in Note No.29 to the Standalone Financial Statements of the company.

44. PARTICULAR OF EMPLOYEES

There were no employees who were in receipt of remuneration which inter-alia requires the Company to furnish the particulars of employees as required under Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration Managerial Personnel) Rules, 2014.

45. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT.

As per Regulation 34(2)(f) of SEBI(LODR) Regulations,2015, the company is not falling in the criteria i.e. top 1000 listed companies based on market capitalization and as such, Business Responsibility and Sustainability Report is not applicable.

46. TRANSFER OF TRANSMISSION OF TRANSPOSITION

As per the provisions of Regulation 40(1) of the SEBI (LODR) Regulations, requests for transfer of securities shall not be processed unless the securities are held in the dematerialized form with a depository. Also the requests for transmission or transposition of securities held in physical or dematerialized form shall be effected only in dematerialised form.

Shareholders Relationship Committee comprising members of the Board meets to consider the requests for the transmission or transposition of shares.

47. CEO/CFO CERTIFICATION

The CEO and the CFO of the company have certified the Board regarding compliances being undertaken in terms of Regulation 17 of SEBI Listing Regulations, 2015. The same was considered and approved by the Board of Directors of the Company.

48. APPEAL TO SHAREHOLDERS/ INVESTORS

The Board has requested its shareholders/ investors regarding dematerialisation and other updates. The complete information is being provided in the Corporate Governance Report.

a) MEMBERS HOLDING SHARES IN PHYSICAL FORM

The Company in pursuance to SEBI Master Circulars as amended, has mandated that shareholder(s) holding share(s) in physical form shall furnish a self attested copy of PAN linked with Aadhar, KYC details, choice of Nomination to the Company/ Registrar and share Transfer Agent ("RTA") to process investors service requests. SEBI has also mandated the submission of Permanent Account Number (PAN) by every participant in the securities market.

b) DEALING OF SHARES

The Companys shares are traded on the Stock Exchange Compulsorily in DEMAT mode. Members holding shares in physical form are requested to consider converting their holdings in dematerialised form.

c) NOMINATION FACILITY

Nomination FORM NO. SH-13 and SH-14 are available on the website of the company at www.indialease.com. In case, any of the member wish to avail facility, they are requested to send the duly completed form to the Registrars and/or at the Registered Office of the company. Members(s) holding shares in dematerialised form are requested to register their nominations directly with their respective depository.

d) E-MAIL ID FOR INVESTORS GRIEVANCES

In terms of SEBI Listing Regulations, the company has a designated e-mail address i.e. ildcomplaints@indialease.com for the purpose of registering complaints by investors for redressal of their grievances.

e) DEMATERIALIZATION AND CONSOLIDATION OF SECURITIES

Members are requested to register to intimate changes, if any, pertaining to their name, postal address, e-mail or address, telephone/mobile numbers, Permanent Account Number (PAN), nominations, power of attorney, bank details such as, name of the bank and branch details, bank account, MICR Code, IFSC code, etc to their Depository Participant with whom they are maintaining their demat accounts.

Members, who may have more than one folio in their individual name or jointly with other persons mentioned in the same order, are requested to write to the Registrar and Share Transfer Agent indicating their folio number for consolidation of similar holding under one folio and also dematerialization of their securities.

49. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY

CODE, 2016 (IBC).

There is no application filed for corporate insolvency resolution process, by any financial or operational creditor or by the company itself under the IBC before the NCLT.

50. RISK MANAGEMENT

The Company has adopted a Risk Management Policy in accordance with the provisions of the Companies Act, 2013 and Regulation 17(9) of the SEBI Listing Regulations, it establishes various levels of risks with its varying levels of probability, the likely impact on the business and its mitigation measures.

The internal Auditor evaluates the execution of Risk Management Practices in the Company, in the areas of risk identification, assessment, monitoring mitigation and reporting. Risk Management Committee oversees the Risk Management and reports to the Audit Committee as well as the Board of Directors about risk assessment and management procedures and status from time to time.

51. REPORTING FRAUD:

During the year under review, the Statutory Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Companies Act, 2013 details of which needs to be mentioned in this Report.

52. COST RECORDS AND COST AUDITORS:

The provisions of Cost Audit and Records as prescribed under Section 148 of the Companies Act, 2013 are not applicable to the Company.

53. VOTING

The business as set out in the Notice will be transacted through an electronic voting system and the company is providing a facility for voting by electronic means. The members may cast their votes using an electronic voting system (remote e-Voting).

54. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, AND FOREIGN EXCHANGE EARNINGS/OUTGO

In terms of the requirements of clause (m) of sub-section (3) of Section 134 of the Companies Act, 2013, read with the Companies(Accounts) Rules, 2014, the particulars are given as under:-

	March 31, 2025	March 31, 2024
a) Technology	It is not applicable	It is not applicable
b) Conservation of Energy	-	-
c) Transactions in Foreign Currency:
a) Expenditure in Foreign Currency
i) Repayment of Foreign Currency Loan	-	-
ii) Interest on Foreign Currency Loan	-	-
iii) Travelling Expenses	-	-
b) Shares held by NRI Shareholders*	19,540	34,008
i) No. of Shareholders	28	23

55. ADDITIONAL DISCLOSURES

The Company has adopted Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs with effect from April 01,2019, with a transition date of April 01, 2018.

56. OTHER STATUTORY DISCLOSURES

a) Electronic copy of the Annual Report and the Notice of the AGM. Inter-alia, indicating the process and manner of voting through remote e-voting are being sent to those members whose e-mail are registered with the Company/DPs for communication purposes.

b) The audited financial statements, and other documents, like agreements with the Directors, and Manager, if any their re-appointments will be kept for inspection by any member of the company at its Registered Office every day from 10.00 a.m. to 12.30 p.m. except Saturdays, Sundays & Holidays up to the date of AGM.

c) The financial results are placed on the companys website at www.indialease.com

d) The Directors Responsibility Statement as required under Section 134(5) of the Companies Act, 2013 forms part of the Report.

e) Cash Flow Statement for Financial Year ended March 31, 2025, is attached to the Balance Sheet.

57. LISTING FEE

The listing fee for the year 2025-26 has already been paid to Bombay Stock Exchange.

58. ONE-TIME SETTLEMENT

During the year under review, there were no instances of one-time settlements with banks or financial institutions.

ACKNOWLEDGEMENTS

Directors place on record their thanks for the assistance and cooperation received from all the stakeholders, bankers, and other customers for their continued support and patronage.

Your Directors also wish to place on record the dedicated and devoted services rendered by all personnel of the Company.

	For and on behalf of the Board of Directors
	For India Lease Development Limited
	Rajiv Gupta
Place: New Delhi	Chairman
Date: August 11, 2025	DIN:00022964