Nalin Lease Finance Ltd Directors Report

To,

The Members of

Nalin Lease Finance Ltd,

Ground Floor, Gandhi Nursing Home Building, Dr. Gandhi Road, Sabarkantha, Himatnagar, Gujarat, 383001

The Directors are pleased to present to you the 34th Annual Report of Nalin Lease Finance Limited ("the Company") along with the audited nancial statement for the nancial year ended March 31, 2025.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/ PERFORMANCE OF THE COMPANY:

During the year under review, the Company registered a pro t of Rs 4,42,68,620/- before tax for the year ended March 31, 2025, on a standalone basis. A summary of the nancial performance of the Company on a standalone basis for the nancial year ended March 31, 2025, is given below:

(Rs. In Thousands)

	Standalone
Particulars
	31-03-2025	31-03-2024
Revenue from Operations	64,228.40	66,675.26
Other Income	8722.06	10,642.45
Total Revenue	72,950.46	77,317.71
Total Expenditure	28,681.84	25,608.68
Profit Before Tax	44,268.62	51,709.03
Tax Expenses	9034.72	13211.52
Profit After Tax	35,233.90	38,497.51

The Standalone Financial Statements of the Company for the nancial year ended March 31, 2025 have been prepared in accordance with the Indian Accounting Standard (Ind AS) as noti ed by the Ministry of Corporate A airs and as amended from time to time. During the year under review, on standalone basis, the total Income from the operation decreased by 5.65%. The same was Rs. 7,29,50,462/- for the current FY 2024-25 as compared to Rs. 7,73,17,710/- for the previous FY 2023-24. Total Net Pro t decreased by 8.48%, the same was Rs.3,52,33,903/- for the current FY 2024-25 as compared to Rs. 3,84,97,510/- for the previous FY

2023-24.

2. TRANSFER TO RESERVES

The Company proposes to transfer a sum of . 75,00,000 to General Reserve and Rs. 70,46,781 to Compulsory Reserve during the nancial year ended March 31, 2025.

3. DIVIDEND

During the year under review, your Board does not recommend any dividend and wishes to plough back the pro ts.

4. TRANSFER OF UNCLAIMED DIVIDEND AND UNCLAIMED SHARES:

The Company was not required to transfer unpaid/unclaimed dividends during the year under review to the Investor Education and Protection Fund.

5. STATE OF THE COMPANYS AFFAIRS:

The Company is engaged in the business of Gold Loan, Vehicle Loan and Business & Other Loans. There was no change in the nature of the business of the Company during the year under review.

6. MANAGEMENTS DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook of the Company is given in the Managements Discussion and Analysis appearing as "Annexure B" to this Report.

7. CORPORATE GOVERNANCE

Your Company has always striven to incorporate appropriate standards for good Corporate Governance. It has taken adequate steps to ensure that the provisions of Corporate Governance as prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 are complied with.

A detailed report on Corporate Governance is appearing as Annexure D to this Report alongwith the Practicing Company Secretarys Certi cate on its compliance by the Company.

8. ANNUAL RETURN:

The Annual Return of the Company as on March 31, 2025, in the Form MGT-7 in accordance with Section 92(3) and 134(3)(9) of the Act as amended from time to time and the Companies (Management and Administration) Rules, 2014 is available on the website of the Company at: https://www.nalin n.co.in/reportdetail?rptid=3&menuid=1

9. MATERIAL CHANGES AND COMMITMENT, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY THAT OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes or commitments a ecting the nancial position of the Company between the end of the nancial year to which this nancial statement relates and the date of this report.

10. DETAILS OF SUBSIDIARY, JOINT VENTURE, OR ASSOCIATE COMPANIES:

During the year under review, the Company does not have any Subsidiary Company/Joint Venture/Associate Company.

11. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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.

Mr. Harsh Dilipkumar Gandhi (DIN: 03120638), Director of the Company will retire by rotation at the ensuing 34th Annual General Meeting and being eligible o ered him for re-appointment as per Section 152 of the Companies Act, 2013.

During the year under review, Mr. Ashwinbhai Maganbhai Prajapati and Mr. Hirenkumar Satishkumar Soni were appointed as Independent Directors of the Company with e ect from 01st August, 2024 and their appointment was approved by the Members in the 33rd Annual General Meeting held on 21st September, 2024.

During the year under review, Mr. Samsad Alam Khan was appointed as Independent Director of the

Company with e ect from 12th March, 2025 and his appointment was approved by the Members through Postal Ballot Process on 13th April, 2025.

During the year Mr. Narendrakumar Shah and Mr. Navinchandra Soni resigned as Independent Directors with e ect from 21st September, 2024 due to completion of their Tenure.

12. DECLARATION BY INDEPENDENT DIRECTORS:

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

a. They continue to ful ll the criteria of independence provided in Section 149 (6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) ; and

b. There has been no change in the circumstances a ecting his/ their status as Independent Directors of the Company. The Independent Directors have also con rmed that they have complied with the Companys Code of Conduct. In terms of Section 150 of the Act and Rules framed thereunder, the Independent Directors have also con rmed their registration (including renewal of applicable tenure) and compliance of the online pro ciency self- assessment test (unless exempted) with the Indian Institute of Corporate A airs (IICA).

The Board opined and con rm, in terms of Rule 8 of the Companies (Accounts) Rules, 2014 that the Independent Directors are persons of high repute, integrity and possess the relevant expertise and experience in their respective elds.

13. COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS:

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

14. BOARD MEETINGS:

During the year under review, the Board met 7 times namely on 01/05/2024, 18/05/2024, 31/07/2024, 08/11/2024, 07/02/2025, 25/02/2025 and 12/03/2025.

The intervening gap between the two consecutive Board Meetings was within the prescribed period of 120 days as speci ed under the provisions of Section 173 of the Act and the Listing Regulations. Following is the attendance of each of the Directors at the Board Meetings held during the period under review:

		Total No of Directors as on date of meeting	Attendance
Sr. No.	Date of Meeting		No. of Directors attended	% of Attendance
1	01/05/2024	6	6	100
2	18/05/2024	6	6	100
3	31/07/2024	6	6	100
4	08/11/2024	6	6	100
5	07/02/2025	6	6	100
6	25/02/2025	6	6	100
7	12/03/2025	7	7	100

15. COMMITTEES OF THE BOARD

a. AUDIT COMMITTEE

The composition of the Audit Committee and terms of reference are in compliance with the provisions of Section 177 of the Act. All members of the Committee are nancially literate and have accounting or related nancial management expertise.

The Terms of reference broadly 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 e ectiveness of audit process;

iii) Examination of the nancial statement and the auditors report thereon;

iv) Approval or any subsequent modi cation 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 nancial controls and risk management systems;

viii) Monitoring the end use of funds raised through public o ers and related matters.

The Terms of reference of the Committee can be accessed at: https://www.nalin n.co.in/upload/TERMS%20OF%20REFERENCE%20AUDIT%20COMMITTE.pdf The Audit Committee consists of the following members:

Sr. No.	Name of Members	Designation	Category
1	Ashwinbhai Maganbhai Prajapati	Chairman	Independent & Non - Executive Director
2	Hirenkumar Satishkumar Soni	Member	Independent & Non - Executive Director
3	Dilipkumar Nalinkant Gandhi	Member	Managing (Executive) Director

During the year under review, the Audit Committee met 04 times namely on 01 May 2024, 31 July 2024, 08 November 2024 and 07 Feb 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:

		Total No of Members as on date of meeting	Attendance
Sr. No.	Date of Meeting		No. of Members attended	% of Attendance
1	01/05/2024	3	3	100
2	31/07/2024	3	3	100
3	08/11/2024	3	3	100
4	07/02/2025	3	3	100

b. NOMINATION AND REMUNERATION COMMITTEE

The composition of the Nomination and Remuneration Committee and terms of reference are in compliance with the provisions of Section 178 of the Act.

The salient features of the policy, along with the web address of the policy, is: https://www.nalin n.co.in/upload/nomination-and-remuneration-policy%2028.06.2021.pdf The Nomination and Remuneration Policy of the Company contains the guidelines on Directors appointment and remuneration including criteria for determining quali cations, positive attributes, independence of a director and other matters provided under Section 178(3).

The Nomination and Remuneration Committee consists of the following members:

Sr. No.	Name of Members	Designation	Category
1	Ashwinbhai Maganbhai Prajapati	Chairman	Independent & Non - Executive Director
2	Hirenkumar Satishkumar Soni	Member	Independent & Non - Executive Director
3	Samirkumar Kantilal Shah *	Member	Independent & Non - Executive Director

*Shri Samirkumar Kantilal Shah will cease to be the director of the Company from the closure of business hours of 34th Annual General Meeting due to completion of their second and nal term of being Independent Director of the Company, thus vacating the committee and position as well.

During the year under review, the Nomination and Remuneration Committee met 03 times namely on 31/07/2024, 25/02/2025 and 12/03/2025. Following is the detail of the attendance of each of the members of the Nomination and Remuneration Committee at its Meeting held during the year under review:

		Total No of Members as on date of meeting	Attendance
Sr. No.	Date of Meeting		No. of Members attended	% of Attendance
1	31/07/2024	3	3	100
2	25/02/2025	3	3	100
3	12/03/2025	3	3	100

a. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR)

The company does not fall under the criteria of net worth, turnover or pro t for applicability of Corporate Social Responsibility (CSR) provisions as per Section 135 of the Companies Act, 2013; hence the same are not applicable to the Company for the period under review. Your Company is not required to adopt the CSR Policy or constitute CSR Committee during the year under review.

b. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has constituted the Stakeholders Relationship Committee in compliance with Section 178 of the Companies Act, 2013 and Regulation 20 of SEBI (LODR) Regulations, 2015.

The terms of reference of Stakeholders Relationship Committee are as under:-

I) Resolving the grievances of the security holders of the listed entity, including complaints related to transfer/ transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certi cates, general meetings, etc.

ii) Review of measures taken for e ective exercise of voting rights by shareholders.

iii) Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent. iv) Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company.

The composition of the Stakeholders Relationship Committee is as under:

Sr. No.	Name of Members	Designation	Category
1	Ashwinbhai Maganbhai Prajapati	Chairman	Independent & Non - Executive Director
2	Hirenkumar Satishkumar Soni	Member	Independent & Non - Executive Director
3	Dilipkumar Nalinkant Gandhi	Member	Managing (Executive) Director

During the year under review, the Stakeholders Relationship Committee met 04 times namely on 01/05/2024, 31/07/2024, 08/11/2024 and 07/02/2025. Following is the detail of the attendance of each of the members of the Nomination and Remuneration Committee at its Meeting held during the year under review:

		Total No of Members as on date of meeting	Attendance
Sr. No.	Date of Meeting		No. of Members attended	% of Attendance
1	01/05/2024	3	3	100
2	31/07/2024	3	3	100
3	08/11/2024	3	3	100
4	07/02/2025	3	3	100

16. DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 134 of the Act (including any statutory modi cation(s) and/or re-enactment(s) thereof for the time being in force), the Directors of the Company state that: a. in the preparation of the annual accounts for the nancial year ended March 31, 2025, the applicable accounting standards had been followed along with the proper explanation relating to material departures; b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of a airs of the Company as on March 31, 2025, and of its pro t and loss for the nancial year ended on that date; c. the Directors had taken proper and su cient 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 other irregularities; d. the Director had prepared the annual accounts for the nancial year 2024-25 on a going concern basis; and e. The Directors had devised proper systems to ensure compliance with the provisions of all the applicable laws and that such systems are adequate and operating e ectively.

17. MAINTENANCE OF COST RECORDS:

The Company is not required to maintain Cost Records as speci ed by the Central Government under Section 148 (1) of the Act.

18. CAPITAL STRUCTURE:

There is no change in the Authorised Share Capital and Paid-up Share Capital of the Company during the year under review.

Shares with di erential voting rights and sweat equity shares:

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

19. PARTICULARS OF LOANS, GUARANTEES,OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

During the year under review the Company has not given any loan to any person or other body corporate, not given any guarantee or provided any security in connection with a loan to any other body corporate or person and not acquired by way of subscription, purchase or otherwise, the securities of any other body corporate.

There are no reportable transactions on which section 186 applies.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES MADE PURSUANT TO SECTION 188 OF THE COMPANIES ACT, 2013:

Transaction with related parties were conducted in a transparent manner in the best interest of the Company and Stakeholders. All the transactions entered into with the related parties during the year under review were in the ordinary course of business and on an arms length basis.

The details of Related Party Transactions is available under Note No. 38 of the Standalone Financial Statements for the year under review.

Pursuant to the provisions of Section 134(3)(h) of the Act, the particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act and prescribed in Form AOC-2 of Companies (Accounts) Rules, 2014, is annexed to this Report as "Annexure A".

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

The requisite information with regard to conservation of energy, technology absorption and foreign exchange earnings and outgo, in terms of the Section 134(3) (m) of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014 is given below:

A) Conservation of Energy

Your Company being a Non-Banking Finance Company, its activities are not energy intensive. However your Company has taken adequate measures for conservation of energy, wherever required.

B) Technology Absorption

Your Company being a Non-Banking Finance Company, its activities do not require adoption of any speci c technology. However, your Company has been in the forefront in implementing latest information technologies & tools towards enhancing our customer convenience. Mobile number validation system introduced has enhanced the quality of our KYC data captured in the system. This helps us provide the customers useful and informative SMS alerts on transactions, repayment reminders and missed call facilities so as to track their accounts o ine also. With the infusion of technology, we walked ahead of time towards true Digital India and nancial inclusion.

C) Foreign Exchange earnings and outgo Total Foreign Exchange Earned: NIL Total Foreign Exchange Used: NIL

22. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify, assess, monitor, and mitigate various risks to key business objectives which may threaten the existence of the Company. Major risks identi ed by the various functions are documented along with appropriate mitigating controls on a periodic basis.

23. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS /TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE:

During the year under review, the Company has not received any signi cant orders/ material orders passed by any of Regulators/ Courts/ Tribunals impacting the going concern status of the Company and its operations in future.

24. VIGIL MECHANISM /WHISTLE BLOWER POLICY:

The Company in accordance with the provisions of Section 177 (9) of the Act has established a robust Vigil Mechanism Policy for Directors and employees to report genuine concerns to the management viz., instances of unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct or ethics policy and assist the Audit Committee. The Directors and employees are encouraged to come forward and express his/her concern(s) without fear of punishment or unfair treatment.

The Whistle Blower Policy/ Vigil Mechanism Policy of the Company is available on the website at https://www.nalin n.co.in/upload/WHISTLE%20BLOWER%20POLICY_06062017.pdf

25. DEPOSITS:

During the year under review, the 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.

26. UNSECURED LOAN FROM DIRECTORS:

During the year under review, the Company has not borrowed an unsecured loan from any of the Directors of the Company.

27. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL & SENIOR MANAGEMENT:

The disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (the Rules)"Annexure D", forming part of this Report.

28. FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS:

The Independent Directors are regularly informed during meetings of the Board and Committees on the business strategy, business activities, manufacturing operations, updates and regulatory updates. The Directors when they are appointed are given a detailed orientation on the Company, industry, strategy, policies and Code of Conduct, regulatory matters, business, nancial matters and human resource matters of the Company.

29. BOARD EVALUATION:

The annual evaluation of performance of the Board of Directors, its committees, Chairman and individual Directors for the year under review was conducted in accordance with the provisions of the Companies Act, 2013.

30. REGISTRAR AND SHARE TRANSFER AGENT:

During the year under review, MUFG Intime India Pvt. Ltd was the Registrar and Transfer Agent of the Company.

31. DETAILS OF EMPLOYEE STOCK OPTIONS:

The Company does not have any Employee Stock Option Scheme/ Plan.

32. STATUTORY AUDITORS:

The members at the 31st AGM of the Company had appointed M/s. Paresh Thothawala & Co., Chartered Accountants, Ahmedabad (FRN: 114777W), as a Statutory Auditors for a period of ve years to hold o ce from the conclusion of 31st AGM until the conclusion of 36th AGM.

M/s Paresh Thothawala & Co has con rmed that they are not disquali ed from continuing as Auditors of the Company.

33. 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 the Board of Directors of the Company, have appointed M/S Amrish Gandhi & Associates, Practicing Company Secretary (Certi cate of Practice No. 5656), as the Secretarial Auditor to conduct an audit of the secretarial records for the nancial year 2024-25, based on consent received from them. The Secretarial Audit Report for the nancial year 2024-25 under the Act read with the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 is set out in "Annexure E" to this Report.

34. EXPLANATIONS / COMMENTS ON QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE AUDITOR AND COMPANY SECRETARY IN THE AUDIT REPORTS

Statutory Auditors Remarks:

There is no quali cations, reservations, adverse remark or disclaimer in Auditors Report. Secretarial Auditors remarks: There is no quali cations, reservations, adverse remark or disclaimer in Auditors Report.

35. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company is committed to providing a safe and conducive work environment to all of its employees and associates. The Company has created the framework for individuals to seek recourse and redressal to instances of sexual harassment. The Company has in place a Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH, 2013). The policy formulated by the Company for prevention of sexual harassment is available on the website of the Company at: https://www.nalin n.co.in/upload/POLICY%20ON%20SEXUAL%20HARASSMENT%20AGAINST

%20EMPLOYEES.pdf

The Company has complied with the provision relating to the constitution of Internal Committee under POSH, 2013. During the year under review, no complaint pertaining to sexual harassment at work place has been received by the Company.

36. DOWNSTREAM INVESTMENT

The Company neither have any Foreign Direct Investment (FDI) nor invested as any Downstream Investment in any other Company in India.

37. INTERNAL AUDIT

At the beginning of each nancial year, an audit plan is rolled out with approval of the Companys Audit Committee. The plan is aimed at evaluation of the e cacy and adequacy of internal control systems and compliance thereof, robustness of internal processes, policies and accounting procedures and compliance with laws and regulations. Based on the reports of internal audit, process owners undertake corrective action in their respective areas. Signi cant audit observations and corrective actions are periodically presented to the Audit Committee of the Board.

38. INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS:

The Company has an adequate system of Internal Financial Control commensurate with its size and scale of operations, procedures and policies, ensuring e cient and orderly conduct of its business, including adherence to the Companys policy, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable nancial information.

Based on the assessment carried out by the Management and the evaluation of the results of the assessment, the Board is of the opinion that the Company has adequate Internal Financial Control System that is operating e ectively during the year under review.

There were no instances of fraud which necessitates reporting of material misstatement to the Companys operations.

39. REPORTING OF FRAUDS:

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

40. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the year under review and till date of this Report, the Company has neither made any application against anyone nor were any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.

41. DETAILS OF DIFFERENCE BETWEEN THE 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:

There is no application being ever made for One Time Settlement (OTS) with any banks or nancial institution.

42. ACKNOWLEDGEMENT

The Board of Directors places on record its gratitude to the government and regulatory authorities, correspondent banks, for their support. The Board acknowledges the support of the shareholders and also places on record its sincere thanks to its valued client for its continued patronage. The Board also appreciates to all employees of the Company for their sincere work and commitment.

FOR AND ON BEHALF OF THE BOARD

Dilipkumar Gandhi	Harsh Gandhi
Managing Director	Whole-time director
DIN: 00339595	DIN: 03120638
Place: Himatnagar
Dated: 29th July, 2025