Lead Financial Services Ltd Directors Report

To,

The Members

Lead Financial Services Limited

The Board of Directors of the Company are pleased to present their32nd (Thirty Second) Boards Report (“Report”) on the business and operations of, Lead Financial Services Limited (“the Company”) together with the Audited Financial Statements for the financial year ended March 31, 2025.

1. Financial Performance

The Financial results of the Company during the period ended on 31st March 2025 along with previous years figures are given hereunder:

(Rs. in Lakh except EPS)

PARTICULARS	PREVIOUS YEAR	PREVIOUS YEAR
	(2024-25)	(2023-24)
1. Total Income	63.20	53.90
Less: i) Operating, Administrative & other Exp.	35.52	20.25
2. Earnings before interest and depreciation	27.68	33.65
Less: i) Interest	0.00	0.20
ii) Depreciation	0.10	0.10
3. Profit/(Loss) before Extra-ordinary item	27.58	33.35
Add: Extra-ordinary item	-	-
4. Profit/(Loss) before Tax	27.58	33.35
Less: Provision for Tax
i) Current Tax	6.87	6.04
ii) Deferred Tax iii) Earlier Year Taxes	4.44 (0.02)	2.61 0.00
5. Profit/(Loss) after Tax	16.29	24.70
Add: Other Comprehensive Income (OCI)	(0.50)	0.67
6. Total Comprehensive Income	15.79	25.37
7. Equity Capital	330.00	330.00
8. Earnings Per Share-Basic & Diluted	0.49	0.75

The financial results and revenue from operations, including major developments which have been discussed in detail in the Management Discussion and Analysis Report which forms part of this Annual Report.

The financial statements have been prepared in accordance with the Indian Accounting Standards (IND AS) applicable on the Company.

2. State of Affairs:

Lead Financial Services Limited is a non-deposit-taking non systemically important Non-Banking Financial Company (NBFC-ND-NSI) registered with the Reserve Bank of India (RBI) and incorporated in 1993 and obtained a certificate of registration from Reserve Bank of India dated 13 th June 2006 to carry on the business of non-banking financial institutions without accepting public deposits under Section 45I-A of the RBI Act, 1934. The Company has been categorized as Base Layer NBFC under the Scale-Based Regulatory framework for NBFCs introduced by the RBI, effective from 19th October 2023. During the Financial year under review, your company achieved a Total Income of Rs. 63.20 Lakh as compared to Rs. 53.90 Lakhin the previous year. Net Profit after tax for the year is Rs. 16.29Lakhas compared to Net profit after taxof Rs. 24.70 Lakhin the previous year.

3. Dividend

Your Directors regret their inability to recommend any dividend in view of the requirement of funds during the financial year under review.

4. Reserves and Surplus/ other Equity

Reserves and Surplus / Other Equity as at 31st March 2025 wereRs. 277.27 Lakh. The Company has transferred Rs. 3.26 Lakh to the Statutory Reserve.

Further, the details of the amount transferred to other reserves, if any, form part of the financial statements provided as part of the annual report.

5. Management Discussion and Analysis

Management Discussion and Analysis Report for the financial year 2024-25 as stipulated under SEBI Listing Regulations forms an integral part of the Annual Report as covered in the head ‘Management Discussion and Analysis (“MD &A”) and annexed as Annexure A.

6. Material Changes and commitments, affecting the financial position of the company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Report

There have been no material changes and commitments that have occurred after the closure of the financial year until the date of the report, which may affect the financial position of the Company.

7. Change in the nature of business

During the financial year, there has been no change in the nature of business of the Company.

8. Details in respect of the adequacy of internal financial controls with reference to the Financial Statements:

The Company has in place of adequate internal financial controls with reference to financial statements which commensurate with the size, scale and complexity of its operations. During the Financial year, such controls were checked and no reportable material weaknesses were observed.

9. Details of Subsidiary/Joint Ventures/Associate Companies

The names of companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies during the year.	Not Applicable
Performance & Financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement.	Not Applicable

10. Deposits

The Company neither holds any public deposits at the beginning of the financial year nor accepted any public deposits within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014, during the financial year under review.

11. Auditors

> Statutory Auditors

M/s B G G& Associates, Chartered Accountants (ICAI Firm Registration Number: 016874N), New Delhi, were appointed as statutory auditors of the company to hold office for a period of 5 consecutive financial years, commencing from 1st April 2022 to 31st March 2025 and to hold the office till the conclusion of the 34th AGM of the Company to be held in the financial year 2027.

The Statutory Auditors have given confirmation to the effect that they are eligible to continue with their appointment and that they are not disqualified in any manner from continuing as Statutory Auditors. The remuneration payable to the Statutory Auditors shall be determined by the Board of Directors based on the recommendations of the Audit Committee.

> Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,In light of the recent amendments in the SEBI Listing Regulations mandating appointment of Secretarial Auditorfor a period of five years.Accordingly, Board has recommended the appointment of M/s ATG &Co.Company Secretaries as a Secretarial Auditor for one term of5(five) Consecutive financial years commencing from financial year 2025-26 tofinancial year 2029-30 for approval of the Members at ensuing AGM of the Company.

Brief resume and other details of proposed secretarial auditors, forms part of the Notice of ensuing AGM. M/s ATG &Co.has given their consent to act as Secretarial Auditors of the Company. They have also confirmed thatthey are not disqualified to be appointed as Secretarial Auditors in terms of provisions of the Act & Rules madethere under and SEBI Listing Regulations.

> Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of Companies (Accounts) Rules, 2014 and all other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereon, for time being in force) mandating appointment ofInternal Auditor, Accordingly, Board has appointed Mr. Shanker Mishra as Internal Auditor of the Company to conduct internal audit of the records of the Company for the financial year 2025-26, at a remuneration as may be mutually agreed.

12. Internal AuditReport

Mr. Shanker Mishra performed the duties of internal auditor of the Company for the financial year ended on 31st March 2025. The report given by the internal auditor has been reviewed by the audit committee at regular intervals.

The internal audit function provides an assurance to the Audit Committee/Board of Directors and the SeniorManagement on the quality and effectiveness of internal controls, risk management and governancerelated systems and processes.

At the beginning of each financial year, an audit plan is rolled out after approval of the Audit Committee. TheAudit Committee on a quarterly basis reviews the internal audit reports based on the approved plan, whichincludes audit observations, corrective and preventive actions. The Committee also reviews adequacy andeffectiveness of internal controls based on such reports.

13. Statutory Auditors Report

The reports given by the Statutory Auditors on the Financial Statements of the Company for the financial year ended March 31, 2025, form part of the Annual Report. There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report.

14. Secretarial Audit Report

The Secretarial Audit Report for the financial year ended 31st March 2025 as submitted by M/s ATG & Co. Practicing Company Secretaries,Secretarial Auditor of the Company in Form MR-3 is annexed to this Report as Annexure B.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Secretarial Auditors in the Secretarial Audit Report that require any explanation from the Directors.

15. Details in respect of frauds reported by Auditors other than those which are reportable to the Central Government

The Statutory Auditors, Secretarial Auditors, and Internal Auditors of the Company have not reported any fraud to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made there under.

16. Directors, Key Managerial Personnel and Management:

(i) Composition

At the end of the financial year 31st March 2025, the Board consisted of an optimum combination of Executive & Non-Executive Directors. Mr. Padam Chandra Bindal, Promoter and Director of the Company is a Non-Executive Chairman. The Board of Directors as on 31st March 2025 are as follows:

S. No.	Name of the Director	Designation	Category	Original Date of appointment
1.	Mr. Padam Chandra Bindal	Chairman and Director	Non-Executive, NonIndependent Director	28/11/1994
2.	Mr. Jitender Kumar Sharma	Director	Non-Executive, Independent Director	29/09/2018
3.	Ms. Simmi Jain	Additional Director	Non-Executive, Independent Director	30/12/2024
4.	Mr. Naresh Kumar Bhutani	Director	Non-Executive, Independent Director	25/09/2024
5.	Ms. Suman Bindal	Director	Non-Executive, NonIndependent Director	21/09/2020

A) Changes in Directors

Mr. Padam Chandra Bindal (DIN: 00004769), Director of the Company retires by rotation at the Forthcoming Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends his re-appointment for the consideration of the Members of the Company at the Annual General Meeting.

Mr. Naresh Kumar Bhutani(DIN:02738620) was appointed as Non-Executive Independent Director of the Company in the 31stAnnual General Meeting held on 25/09/2024for a term of five consecutive years with effectfrom 25thSeptember, 2024 till 24thSeptember, 2029.

Mr. Pradeep Kumar Jain (DIN: 00303976) who was re-appointed as Non- Executive Independent Director of the Company at 26th AGM held on 28th September, 2019for a second term of five consecutive years, commencing from 29th September, 2019 to 28th September, 2024. Accordingly his tenure as Independent Director of Company has been completed at the conclusion of 31st Annual General Meeting held on 25 th September, 2024.

The Board of Directors of the Company at their meeting held on 30/12/2024 and based on the recommendation of the Nomination and Remuneration Committee (‘NRC) has appointed Ms. Simmi Jain (DIN:08607363) as an Additional Non-Executive Independent Director of the Company who holds office up to the date of ensuing Annual General Meeting.

Accordingly, Board has recommended her appointment as anNon-Executive Independent Director of the Company, not liable to retire by rotation, to holdoffice for a term of five consecutive years, with effect from the conclusion of the ensuing AnnualGeneral Meeting i.e. 29thSeptember, 2025 till 28thSeptember, 2030.

Due to personalreasonMrs. Suman Bindal (DIN: 00030791)has resigned from the positionof Directorship of the Company w.e.f. 30th May, 2025

B) Changes in Key Managerial Personnel

As on 31st March 2025, Mr. Sudesh Gupta (Chief Executive Officer), Mr. AtulVaibhav (Chief Financial Officer), and Ms. Mansi Sharma (Company Secretary) were the Key Managerial Personnel of the Company.

During the Financial Year under review following changes were made:

Ms. Kriti Jain, Company Secretary and Compliance Officer of the Company has resigned with effect from 24thMay, 2024.

Ms. Mansi Sharma was appointed as the Company Secretary & Compliance Officer with effect from 24thAugust 2024.

(ii) Declaration by Independent Director(s)

The Independent Directors have submitted their declaration of Independence, stating that:

a. they continue to fulfill the criteria of independence as required pursuant to Section 149(6) read with Schedule IV of the Companies Act, 2013 and SEBI Listing Regulations;

b. they are not debarred from holding the office of Director pursuant to any SEBI order or order of any such authority; and

c. there has been no change in the circumstances affecting their status as Independent Director of the Company.

The Independent Directors have also confirmed that they have complied with the Companys

Code of Conduct. In terms of Section 150 of the Companies Act, 2013 and rules framed thereunder, the Independent Directors have also confirmed their registration (including renewal of applicable tenure) and compliance of the online proficiency self-assessment test (unless exempted) with the Indian Institute of Corporate Affairs (IICA).

All Independent Directors have also affirmed compliance to the Code of Conduct for Independent Directors as prescribed in Schedule IV of the Companies Act, 2013.

The Board opined and confirmed, in terms of Rule 8 of the Companies (Accounts) Rules, 2014, that the Independent Directors are persons of high repute, and integrity and possessed with the relevant expertise and experience in their respective fields.

(iii) Evaluation of the Board, Its Committees, and Individual Directors

The Companies Act, 2013 and SEBI Listing Regulations contain provisions for the evaluation of the performance of:

(i) the Board as a whole,

(ii) The individual directors (including independent directors and Chairperson) and

(iii) Various Committees of the Board.

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees, and Individual Directors pursuant to requirements of the provisions of Section 178 of the Companies Act, 2013, and all other applicable provisions of the SEBI Listing Regulations. The key objectives of conducting the Board Evaluation process were to ensure that the Board and various Committees of the Board have appropriate composition and they have been functioning collectively to achieve common business goals of the Company. Similarly, the key objectives of conducting a performance evaluation of the Directors through individual assessment and peer assessment were to ascertain if the Directors actively participate in the Board / Committee Meetings and contribute to achieving the common business goals of the Company.

The evaluation was carried out by way of internal assessments done based on the factors prescribed under the Policy adopted by the Company. Consequently, the Company is required to disclose the manner of formal annual evaluation.

Performance evaluation of the Board and Committees

The performance of the Board was evaluated by the Board Members after considering inputs from all the Directors primarily on:

• Board composition and quality with emphasis on its size, skill, experience and knowledge of members;

• Abreast with latest developments in the regulatory environment, industry and the market;

• Regular monitor and evaluation of progress towards strategic goals and assesses operational performance;

• Understanding key risks faced by business and its mitigation plan(s)

• Engagement in ethics and compliance with the Companys code of conduct.

The Board evaluated the performance of the Committees on the parameters including the following:

• Appropriateness of size and composition;

• Clarity of mandate and well-defined strategy;

• Reporting to the Board on the Committees activities;

• Availability of appropriate and updated internal and external support or resources to the Committees.

Performance Evaluation of Individual Directors:

The performance evaluation of the Individual Directors were carried out by the Board and other Individual Directors, considering the aspects including:

• Sufficient knowledge of Company strategy and objective, Director comes well prepared and informed for the Board/ committee meeting(s);

• Director demonstrates a willingness to devote time and effort to understand the Company and its business

• Director has ability to remain focusedona governance level in Board/ Committee meetings.

• Adequate and productive use of knowledge and experience of the Independent Directors for the Functioning of Board;

• Director understands regulatory, financial, fiduciary and ethical requirements of the Board / committee;

• Ask questions/ critique proposals with confidence and is able to present his/ her views convincingly;

• Open and effective participation in Board discussions;

• Keep stakeholder interest as the touchstone in endorsing decisions and behave in accordance with Companys values and beliefs.

Performance Evaluation of Chairman

• Display of effective leadership qualities and skill;

• Implementation of observations/ recommendations of Board Members;

• Effective and timely resolution of grievances of Board Members;

• Ability to bring convergence in case of divergent views and conflict of interest situation tabled at Board Meetings;

The evaluation brought to notice that the sharing of information with the Board, its timeliness, the drafting of agenda notes and the content thereof as well as the drafting of the minutes were found to be satisfactory. Therefore, the outcome of the performance evaluation for the period under report, was satisfactory and reflects how well the directors, Board and Committees are carrying their respective activities.

The independent directors in its separate meeting without the attendance of non-independent directors and members of management, reviewed -

(a) the performance of non-independent directors and the Board as a whole;

(b) the performance of the Chairman of the company, taking into account the views of executive directors, if any and non-executive directors;

(c) 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.

Subsequently, it was reviewed at the Nomination and Remuneration Committee Meeting. The Nomination and Remuneration Committee forwarded their recommendation based on such Performance Evaluation Process to the Board.

After completion of internal evaluation process, the Board also reviewed the Performance Evaluation of the Board, its committees and individual directors. The Performance Evaluation of the Independent Directors of the Company was done by the Board, excluding the Independent Directors being evaluated. Further, the Board, excluding the Independent Directors being evaluated, also carried out evaluation of fulfillment of the independence criteria as specified inapplicable SEBI Listing Regulations, by the Independent Directors of the Company and their independence from the management of the Company. The Board expressed its satisfaction with the evaluation process and results thereof.

17. Number of meetings of the Board of Directors

During the financial year ended 31st March 2025, 6 (Six) meetings of the Board were held, as follows:

S. No.	Dates of Board Meeting	Board Strength	No. of directors present
1.	May 24, 2024	4	4
2.	July 31, 2024	4	4
3.	August 24, 2024	4	4
4.	November13, 2024	4	4
5.	December 30, 2024	4	4
6.	February 13, 2025	5	5

The intervening gap between the two consecutive Board meetings was within the prescribed period of 120 days, as mandated under Section 173and clause 2.1 of Secretarial Standards 1 of the Companies Act, 2013 and SEBI Listing Regulations 2015.

18. Independent Directors Meeting

Pursuant to theAct and SEBI Listing Regulations, the independent directors must hold at least one meeting in a financial year without attendance of non-independent directors and members of the Management. Accordingly, Independent Directors of the Company met on 11th March 2025 and:

• noted the report of performance evaluation from the Chairman of the Board for the year 2024 -25;

• reviewed the performance of non-independent directors and the Board as a whole;

• reviewed the performance of the Chairman of the Board, taking into account the views of executive and nonexecutive directors; and

• assessed the quality, quantity, and timeliness of flow of information between the Companys Managementand the Board that is necessary for the Board to effectively and reasonably perform their duties.

19. Committee of the Board

The Board has constituted three Committees of the Board;

(1) Audit Committee,

(2) Nomination and Remuneration Committee,

(3) Stakeholders Relationship Committee.

The composition of above-mentioned Committees including the number of the meetings held during the financial year are as follows:

A. Audit Committee

The composition, quorum, powers, role and scope are in accordance with Section 177 of the Companies Act, 2013 and other applicable provisions of SEBI Listing Regulations, 2015.

The Audit Committee is responsible for the effective supervision of the financial reporting process, reviewing with the management the financial statements and ensuring their compliance with accounting standards, Listing Regulations and other legal requirements and ensuring compliance with internal controls; reviewing findings of internal audit and ensuring follow up action on significant findings and reviewing quarterly, half yearly and annual accounts. All the recommendations made by the Audit Committee were accepted by the Board.

Due to completion of tenure of Mr. Pradeep Kumar Jain, as Independent Director of the Company on 25th September 2024,theAudit Committee of the Company was reconstitutedat the Board Meeting held on November 13, 2024and Mr. Naresh Kumar BhutaniIndependent Director was appointed as the Chairman of the Audit Committee.

Five meetings of the Audit Committee were held during the financial year 2024-25 on May 24, 2024, July31, 2024, August 24, 2024, November 13, 2024, and February 13, 2025.

The composition of the Audit Committee as on March 31, 2025, including the attendance of the committee members at the meetings held during the financial year is as follows:

Name of Members	Category	Designation	Number of Meetings during the Financial Year 2024-25
			Held during tenure of Member/Chairman	Attended
Mr. Naresh Kumar Bhutani	Independent Director	Chairman	2	2
Mr. Jitender Kumar Sharma	Independent Director	Member	5	5
Mr. Padam Chandra Bindal	Non Executive	Member	5	5
*Mr. Pradeep Kumar Jain	Director Independent Director	Chairman	3	3

* Due to completion of tenure of Mr. Pradeep Kumar Jain, ceased from the position of Independent Director of the Company w.e.f. 25thSeptember, 2024

B. Nomination & Remuneration Committee

The Nomination and Remuneration Committee (N & R Committee) of the Company is constituted in line with Section 178 of the Companies Act, 2013 and as per the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Nomination and Remuneration Committee of the Board, inter alia, recommends to the Board of Directors, the compensation terms of Executive Director/ Manager. It also recommends successions and appointments for the membership of the Board and the senior management.

Nomination and Remuneration Policy

The Companys Nomination and Remuneration Policy is driven by the success and performance of the individual employee and the Company. Through its compensation program, the Company endeavors to attract, retain, develop and motivate a high-performance workforce. Individual performance pay is determined by business performance and the performance of the individuals measured through the annual appraisal process.

The Company firmly believes in attracting and retaining high caliber talent. The Nomination and remuneration policy, therefore, takes into account the competitive circumstances so as to attract & retain quality talent. As per the provisions of Section 178(3) of the Companies Act, 2013 ,Listing Regulations 2015, Scale Based Regulation framework issued by the Reserve Bank of India (“RBI”) and Guidelines on Compensation of Key Managerial Personnel and Senior Management in NBFCs Issued by RBI, on the recommendation of the Nomination

&Remuneration Committee of the Company, the Board of Directors has approved a policy which lays down a framework in relation to appointment and remuneration of Directors, Key Managerial Personnel/ Senior Management and their remuneration including criteria for determining qualifications, positive attributes, independence etc.

The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Directors, Key Managerial Personnel, and other employees. The policy also provides the criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment of Key Managerial Personnel / Senior Management while making selection of the candidates. Pursuant to Section 134(3) of the Companies Act, 2013, the nomination and remuneration policy of the Company is available on the website of the Company at www.leadfinancialservices.in.

Due to completion of tenure of Mr. Pradeep Kumar Jain, as Independent Director of the Company on 25th September 2024,the N & R Committee of the Company was reconstituted at the Board Meeting held on November 13, 2024 and Mr. Naresh Kumar Bhutani Independent Director was appointed as the Member of N & R Committee.

Three meetings of N & R Committee were held during the year 2024-25 on May 24, 2024, August 24, 2024 and December 30,2024

The Composition of Nomination & Remuneration Committee as on March 31, 2025 including the attendance of the committee members at the meeting held during financial year is as follows

Name of Members	Category	Designation	Number of Meetings during the Financial Year 2024-25
			Held during tenure of Member/Chairman	Attended
Mr. Jitender Kumar Sharma	Independent Director	Chairman	3	3
Mr. Naresh Kumar Bhutani	Independent Director	Member	1	1
Mr. Padam Chandra Bindal	Non-Executive Director	Member	3	3
*Mr.Pradeep Kumar Jain	Independent Director	Member	2	2

*Due to completion of tenure of Mr. Pradeep Kumar Jain, ceased from the position of Independent Director of the Company w.e.f. 25th September, 2024

C. Stakeholder Relationship Committee

The Stakeholder Relationship Committee of the Company is constituted in line with Section 178 of the Companies Act, 2013 and applicable provisions of SEBI Listing Regulations.

The Stakeholders Relationship Committee is primarily responsible to review all matters connected with the Companys transfer/transmission of securities and redressal of shareholders / investors / security holders complaints transposition, issue of duplicate share certificates, approval of demat/remat of share certificates, issue of duplicate share/debenture certificates and services being rendered by the Registrar & Share Transfer Agent.

Due to completion of tenure of Mr. Pradeep Kumar Jain, as Independent Director of the Company on 25thSeptember 2024,the Stakeholder RelationshipCommittee of the Company was reconstituted at the Board Meeting held on November 13, 2024 and Mr. Naresh Kumar Bhutani Independent Director was appointed as the Member of Stakeholder Relationship Committee.

Four meetings of the Stakeholders Relationship Committee were held during the financial year 2024-25 on May 24, 2024, July 31, 2024, November 13, 2024, and February 13, 2025.

The Composition of the Stakeholder Relationship Committee as on March 31, 2025, including the attendance of the committee members at the meeting held during the financial year is as follows:

Name of Members	Category	Designation	Number of Meetings during the Financial Year 2024-25
			Held during tenure of Member / Chairman	Attended
Mr. Jitender Kumar Sharma	Independent Director	Chairman	4	4
Mr.Naresh Kumar Bhutani	Independent Director	Member	2	2
Mr. Padam Chandra Bindal	Non-Executive Director	Member	4	4
*Mr. Pradeep Kumar Jain	Independent Director	Member	2	2

*Due to completion of tenure of Mr. Pradeep Kumar Jain, ceased from the position of Independent Director of the Company w.e.f. 25th September, 2024

During the year under review no investor grievance was received or was pending with the Company (including in the SCORES account of the Company).

20. Vigil Mechanism and Whistle Blower Policy:

The Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Company has a Vigil mechanism and Whistle blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. Employees may also report to the Chairman of the Audit Committee. During the financial year, no employee was denied access to the Audit Committee.The Whistle Blower Policy/Vigil Mechanism Policyis available on the website of the Company and canbe accessed athttps://www.leadfinancialservices.in/resource/Policv.aspx

21. Particulars of Loans, Guarantees or Investments under section 186 of the Companies Act 2013

Pursuant to Section 186 of the Companies Act, 2013, the Company has not given any loans, provided any guarantees, or made any investments in securities of any other body corporate during the financial year under review, except those made in the ordinary course of business as an NBFC. The details of investments, if any, form part of the notes to the financial statements annexed to this Annual Report.

22. Corporate Social Responsibility (CSR)

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the provisions relating to CSR are applicable to companies meeting the specified financial thresholds. During the year under review, the Company does not meet the criteria prescribed under Section 135 of the Companies Act, 2013, and accordingly, the provisions relating to Corporate Social Responsibility are not applicable. Hence, no CSR Committee has been constituted and no amount was required to be spent during the financial year.

23. Related Party Transactions:

Particulars of Contracts or Arrangements with related parties referred to in Section 188(1) are mentioned in Form AOC- 2 as annexed in Annexure C.

Further, all related party transactions are mentioned in Notes to the Financial Statements forming part of the Annual Report.

24. Share Capital

The Authorized Share Capital of the Company was Rs. 3,50,00,000/- divided into 35,00,000 Equity Shares having a face value of Rs. 10/- each and the Issued, Subscribed, and Paid up Equity Share Capital of the Company was Rs. 3,30,00,000/- divided into 33,00,000 equity shares having a face value of Rs. 10/- each as on March 31, 2025.

There were no changes in Authorized, Issued, Subscribed and Paid up Equity Share Capital during the financial year 2024-25.

25. RBI COMPLIANCES

The Company from the date of receipt of NBFC Registration continues to comply with all the applicable regulations, guidelines, etc. prescribed by the RBI, from time to time As a non-deposit-taking non systemically important Non-Banking Financial Company (NBFC-ND- NSI),the Company always strives to operate in compliance with applicable RBI guidelines and regulations and employs its best efforts towards achieving the same.

Further The Company has been categorized as Base Layer NBFC under the Scale-Based Regulatory framework for NBFCs introduced by the RBI, effective from 19 th October 2023as amended time to time.

RBI Filings and Compliance

During the year under review, the Company, being an NBFC-ND classified under the Base Layer, has complied with the regulatory reporting requirements prescribed by the Reserve Bank of India under the Scale Based Regulations. All applicable returns, including DNBS-02 (quarterly important financial parameters) and DNBS-10 (annual statutory auditors certificate), were duly filed through the RBI XBRL portal within the prescribed timelines. The Company confirms that it has complied with all applicable RBI directions during the financial year

Disclosure on Capital Adequacy

In accordance with the RBI Master Directions applicable to NBFC-ND, the Company is required to maintain a minimum Capital to Risk (Weighted) Assets Ratio (CRAR) of 15%.

As on 31st March 2025, CRAR is not applicableon the company.

Exposure to Real Estate, Group Companies and Other Sectors

The Company has complied with RBI guidelines relating to concentration of credit/investment. Details of exposure are as follows:

Exposure to real estate sector: Nil (Nil, if not applicable).

Exposure to group companies: ? 102.55 Lakhs (Nil, if not applicable).

Exposure to capital market instruments: ? 267.84 Lakhs.

These are within the prudential exposure limits prescribed by RBI.

Asset-Liability Management (ALM)

The Company has an Asset-Liability Management framework in line with RBI guidelines to monitor and manage liquidity and interest rate risk. The ALM statements are submitted to the RBI at periodic intervals. The maturity patternof assets and liabilities as on 31st March 2025 is disclosed in the notes to the financial statements as per RBI requirements.

Fair Practices Code (FPC)

The Company has adopted and implemented the Fair Practices Code (FPC) as prescribed by RBI, which sets out the principles for fair and transparent dealings with customers, covering loan applications, appraisal, disbursement, post-disbursement supervision, and grievance redressal mechanism. The FPC is also displayed on the Companys website at https://www.leadfinancialservices.in/resource/Policy.The Company confirms that it has complied with the provisions of the FPC during the financial year under review.

26. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

In compliance with the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, the details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A) CONSERVATION OF ENERGY:

(i) The steps taken or impact on conservation of energy;	N.A.
(ii) The steps taken by the company for utilizing alternate sources of energy;	N.A.
(iii) the capital investment on energy conservation equipments;	N.A.
B) TECHNOLOGY ABSORPTION:
(i) the efforts made towards technology absorption;	N.A.
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;	N.A.
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-	N.A.
(a) the details of technology imported;	N.A.
(b) the year of import;	N.A.
(c) whether the technology been fully absorbed;	N.A.
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and	N.A.
(iv) the expenditure incurred on Research and Development.	N.A.
C) FOREIGN EXCHANGE EARNINGS AND OUTGO:
Total foreign exchange used and earned.	NIL

27. Extract of the annual return

Pursuant to the provisions of Sections 92(3) and 134(3)(a) of the Companies Act 2013, the Annual Return of the Company for the financial year 2024-25in Form MGT-7 is being made available on the website of the Company at www.leadfinancialservices.in.

28. Significant/material orders passed by the regulators:

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

29. Managerial/ Employee Remuneration:

The information required under section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is mentioned in Annexure D.

No employee is in receipt of remuneration as specified under section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Accordingly, Statement of Particulars of Employees pursuant to the provisions of Section 197(12) of the Companies Act, 2013 (as amended) read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended) for the financial year ended March 31, 2025, is not required.

30. Corporate Governance Report:

Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the provisions of Corporate Governance as specified in Regulations 17 to 27 and clauses (b) to (i) of Regulation 46(2) and para C, D and E of Schedule V shall not apply to listed entities having paid up equity share capital not exceeding ?10 crore and net worth not exceeding ?25 crore, as on the last day of the previous financial year.

Since the paid-up equity share capital and net worth of the Company are below the prescribed thresholds, the provisions relating to Corporate Governance Report under Regulation 34(3) read with Schedule V of SEBI (LODR) Regulations, 2015 are not applicable to the Company.

31. Directors Responsibility Statement

The financial statements are prepared in accordance with the Indian Accounting Standards under historic cost convention on accrual basis and as per the Companies Act, 2013. As referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, directors confirm that?

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for the period;

(c) the directors 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) the directors have prepared the annual accounts ongoing concern basis;

(e) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively, and

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

32. Maintenance of Cost Records

The maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not applicable to the Company.

33. Risk Management and Policy

The Company has adopted a Risk Management Policy in accordance with the provisions of Section 134(3)(n) of the Companies Act, 2013 and Regulation 17 of SEBI (LODR) Regulations, 2015. The policy lays down a framework for identifying, assessing, monitoring, and mitigating various risks to key business objectives.

The Board of Directors and Audit Committee periodically review the adequacy of the risk management framework to ensure that the key risks are effectively managed and appropriate mitigation measures are in place.

34. Business Responsibility and Sustainability Report (BRSR)

As per Regulation 34(2)(f) of SEBI (LODR) Regulations, 2015, submission of Business Responsibility and Sustainability Report (BRSR) is mandatory for the top 1,000 listed entities (by market capitalization) as on 31st March of every financial year.

Since the Company does not fall within the top 1,000 listed entities as per the criteria, the requirement of submission of BRSR is not applicable to the Company for the financial year 202425.

35. Listing on Stock Exchange (s)

The Equity shares of the Company are listed on the stock exchange at:

BSE Limited (BSE)	The Calcutta Stock Exchange Limited (CSE)
Corporate Relationship Department	The Secretary
Phiroze Jeejeebhoy Towers,	7, Lyons Range
Dalal Street, Fort, Mumbai - 400 001	Kolkata-700001

Listing fees including for the year 2025-26have been paid within the due date to the respective Stock Exchange

36. Registrar & Share Transfer Agent

The company has appointed Registrar and Share Transfer Agent. The shareholders are advised to approach Registrar and Share Transfer Agent on the following address for any share &demat related queries and problem.

Name	Beetal Financial & Computer Services Private Limited
Address	Beetal House, 3rd Floor, 99, Madangir, Behind Local Shopping Center Near Dada HarsukhdasMandir, New Delhi-11006
Telephone No.	011-29961281; 29961282
FAX No.	011-29961284
E-mail Address	beetalrta@amail. com
Website	www.beetalfinancial.com

37. Transfer System

During the year, shares in physical form were processed by the Registrar and Share Transfer Agent within 15 days from the date of receipt, provided the documents are valid and complete in all respects. Beetal Financial and Computer Services (P) Limited, Share Transfer Agent of the Company, is authorized to sign the share certificates on behalf of the Company for expeditious disposal of transfer requests.

Pursuant to Regulation 40 of the SEBI Listing Regulations, the securities of listed companies can be transferred, transmission or transposition only in the dematerialized mode. As per SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022 has mandated the Listed Companies to issue securities in demat form only while processing service requests viz. Issue of duplicate securities certificate; claim from Unclaimed Suspense Account; Renewal/ Exchange of securities certificate; Endorsement; Sub-division/ Splitting of securities certificate; Consolidation of securities certificates/ folios; Transmission and Transposition. Further, SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/65 dated May 18, 2022 has simplified the procedure and standardized the format of documents for transmission of securities. Accordingly, Members are requested to make service requests by submitting a duly filled and signed Form ISR - 4, the format of which is available on the Companys website, i.ewww.leadfinancialservices.in and on RTA website under the web link at https://www.beetalfinancial.com.

Members holding equity shares of the Company in physical form are requested to kindly get their equity shares converted into demat/electronic form to get inherent benefits of dematerialization and also considering that physical transfer of equity shares/ issuance of equity shares in physical form have been disallowed by SEBI.

In case of shares in electronic form, the transfers are processed by NSDL/CDSL through respective Depository Participants.

38. Dematerialization of Shares

The companys equity shares are eligible for dematerialization. The company has signed agreements with both the depositories namely NSDL and CDSL. The shareholders may therefore hold the companys shares in electronic mode.

The companys ISIN No. for both the depositories is INE531D01010. The Stock Code for the Equity Shares of the Company at BSE Ltd. is: 531288.

As on 31st March 2025, 50.72 % and 7.79% of the Equity Shares of the Company are held in dematerialized form with NSDL and CDSL respectively.

39. Disclosure under the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition &Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at the workplace with a mechanism of loading complaints. There is an Internal Complaints Mechanism wherein any wrongful conduct as regards sexual harassment or any discrimination can be reported. The following is a summary of sexual harassment complaints received and disposed of during the year under review-

• No. of complaints received : Nil

• No. of complaints disposed of : N.A.

• No. of complaints pending : Nil

40. Compliance with Secretarial Standards

The Company has duly followed the applicable Secretarial standards, relating to the Meeting of the Board of Directors (SS-1) and General Meeting (SS-2), issued by the Institute of Company Secretaries of India (ICSI).

41. Number of Employees as on the Closure of Financial Year

The Company has following employees as on closure of financial year:

S. No.	Gender of Employees	Number of Employees
1	Female	1
2	Male	2
3	Transgender	0
Total		3

42. Disclosure with respect to Demat Suspense Account/Unclaimed Suspense Account:

The Company does not have any shares in the demat suspense account or unclaimed suspense account and the following details as mentioned below:

(a) aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year;	NIL
(b) number of shareholders who approached listed entity for transfer of shares from suspense account during the year;	NIL
(c) number of shareholders to whom shares were transferred from suspense account during the year;	NIL
(d) aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year;	NIL
(e) that the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.	NIL

43. Compliance with Maternity Benefit Act 1961

The Company has complied with respect to the compliance of the provisions relating to the Maternity Benefit Act 1961.

44. Other Disclosures

> During the financial year 2024-25, the Company has not made any application and no such proceeding is pending under the Insolvency and Bankruptcy code, 2016.

> There were no instances where the Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions.

> The Company has not issued shares with differential voting rights and sweat equity shares during the year under review.

45. Acknowledgement

We thank our clients, investors and bankers for their continued support during the year. We place on record our appreciation of the contribution made by employees at all levels.

We thank the Government of India particularly the Reserve Bank of India, the Securities and Exchange Board of India (SEBI), Stock Exchange(s), and other government agencies/authorities for their support and look forward to their continued support in future.

Your Companys employees are the keys for its attaining new heights. Your Directors place on record their deep appreciation of the commitment and professionalism displayed by them.

We also value the support provided by the Companys Shareholders and we look forward to your continuing future support.

	For and on behalf of the Board For Lead Financial Services Limited
	Sd/-
	Padam Chandra Bindal
	Chairman
Place: New Delhi	DIN: 00004769
Date: 22/08/2025