Superior Finlease Ltd Directors Report

Dear Shareholders,

Your Directors are pleased to present to you the Annual Report of Board of Directors (“Board”) on the business and operations of your Company along with its Audited Financial Statements for the Financial Year ended 31^st March 2025

CORPORATE OVERVIEW

The Company is a Non-Deposit Accepting Non-Banking Finance Company (“NBFC”), holding a Certificate of Registration from the Reserve Bank of India (“RBI”) and listed its equity in Bombay Stock Exchange and Metropolitan Stock Exchange of India Limited. With the expected positive momentum in the Indian economy, the Company is focused on growth and achieving profitability along with a renewed commitment to enhance quality and customer service and to reduce costs. Innovations, investment and positive modifications are expected in the near future, boosting the Companys revenues. Together with forward looking strategy, the Company is also focusing extensively on expanding the business and operational improvements through various strategic projects for operational excellence and cost cutting initiatives.

FINANCIAL PERFORMANCE

The financial performance of the Company for period under review is summarized below:

		(Amount in Rs Lacs)
Particulars	Financial Year ended 31st March, 2025	Financial Year ended 31st March, 2024
Income from operations	64.12	93.73
Other Income	0	30.16
Total Income	64.12	123.89
Total Expenditure	62.57	115.32
Profit/(loss) before tax	1.56	8.57
Less : Provision for taxation
(i) Current Year	0.60	(2.23)
(ii) Deferred Tax	0.17	(0.23)
Profit/(loss) of the Year	1.12	6.11
Earnings per share (Basic)	0.00	0.02
Earnings per share (Diluted)	0.00	0.02

STATE OF COMPANYS AFFAIR AND OPERATIONAL HIGHLIGHTS

During the year under review, the gross revenue from operations of your Company for the year ended 31^st March, 2025 stood at Rs. 64.12 lacs as compared to revenue generated of Rs. 123.89 lacs for the year ended 31^st March, 2024. Further, the EBITDA of the Company for the year ended 31st March, 2025 stood at Rs. 1.56 lacs as compared to Rs. 8.57 lacs for the previous year ended 31st March, 2024.

The Profit before tax for the year ended 31st March, 2025 stood at Rs. 1.56 lacs as compared to profit of Rs. 8.57 lacs for the year ended 31st March, 2024. The Profit after Tax stood at Rs. 1.12 lacs for the year ending 31st March, 2025 as compared to profit of Rs. 6.11 lacs for the previous year ended 31st March, 2024.

The downfall in the net earnings of the Company comprises of many factors including change in monetary policies of Government, stagnation in business and rise of competition in NBFC Industry as there are many players in the market which came across and increase of administrative expense which results in limited revenue and impact overall operations of the organization at large.

We are in continuously striving for growth and have taken steps to expand the revenue by incorporating new ideas and we are committed to continuously give our best for our stakeholders and assure our stakeholders to give them the honor they want and

SHARE CAPITAL

During the period under review, the authorized share capital of the Company increased from Rs. 3.50.00. 000 divided into 3,50,00,000 equity shares of Rs. 1 each to Rs 5,50,00,000 divided into 5.50.00. 000 equity shares of Rs. 1/- each. Subscribed and paid-up capital of the Company Increased from Rs 3,00,10,000 to Rs 4,32,60,000 having face value of Rs. 1 each.

The above change in the Authorised Capital is effective from Extra-ordinary General Meeting held on 21.03.2025 by taking consent from shareholders at such meeting.

During the year 2024-25, Company has converted unsecured loan amount of Rs 49,90,000 from director Mr. Rajneesh Kumar, into equity shares of the Company and has allotted equivalent shares ranked pari-passu by taking consent of shareholders at duly held EGM on 27^th January, 2025 through VC/OAVM method and allotted those shares at board meeting held on 26^th February, 2025.

Subsequently Company has converted another tranche of unsecured loan amount from Director of Rs 52,60,000 by taking consent of shareholders, pursuant to Section 62(3) of the Companies Act 2013, at a duly convened Extra-ordinary General Meeting on 21^st March 2025 through VC/OAVM method and allotted equivalent shares ranked pari-passu at board meeting held on 29^th March 2025 and subsequently allotted 30,00,000 equity shares through preferential allotment pursuant to Section 62(1) of The Companies Act 2013 read with Section 42 of the Act and Rules made thereunder, by passing special resolution at Extra-ordinary General Meeting held on same day i.e. 21^st March 2025 pursuant to which paid up and subscribed capital of Company has increased to Rs 4,32,60,000 divided into 4,32,60,000 equity shares of face value Rs 1.00/- each.

The ultimate motive to convert such loan amount from Director into equity is to reduce the financial burden of the Company and to run in effective manner.

Company has not applied for listing of further issued shares on the Bombay Stock Exchange (BSE) and Metropolitan Stock Exchange (MSE) due to the reason of pending litigation of the Company in the matter of “Pump & Dump of Securities” with Honble Supreme Court.

The case is under consideration with Honble Supreme Court against the order by Honble SAT barring one of the Directors from Securities Market and imposition of penalty against the Director.

Company has made all relevant disclosure in its periodic filing with exchange and states that such litigation is a matter of concern and we are trying to dispose it off with Honble SAT and Honble Supreme Court so that we can go for further process of listing of issued shares and make them available to public at large in the securities market.

TRANSFER TO RESERVES

The Company has transferred a reserve of Rs. 0.22 lacs as required under Section 45-IC of RBI Act, 1934 to the Statutory Reserve. Other than this, the Company did not transfer any amount to reserve for the Financial Year ended 31^st March, 2025

RBI GUIDELINES

The Reserve Bank of India (RBI) granted the Certificate of Registration to the Company in March 1998 under Registration No 14.00199, authorizing it to operate as a non-banking financial institution without accepting public deposits. Your Company is categorised as NBFC in Base layer pursuant to Master Direction - Reserve Bank of India and has complied with and continues to comply with all the applicable regulations and Directions of RBI.

DIVIDEND

In view of need to conserve the resources of the Company for the future growth, your Companys Directors do not recommend any dividend to the shareholders of the Company for the Financial Year 2024-25.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

In the opinion of the Board, there has been no material changes and commitments, if any, 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.

CAPITAL PROJECTS

The Company was not working on any kind of capital projects for the financial year 2024-25 DEPOSITS

During the period Company has not invited or accepted or renewed any fixed deposits from public as mandated under Section 73 of the Companies Act, 2013 (“the Act”) read with Companies (Acceptance of Deposits) Rules, 2014.

DETAILS OF SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

As on 31^st March, 2025, the Company does not have any Subsidiary or Joint Ventures and Associate Company.

NUMBER OF MEETINGS OF BOARD OF DIRCETORS

The agenda and Notice for the Meetings is prepared and circulated in advance to the Directors. During the year under review, 8 (Eight) Board meetings were held on 29^th May, 2024 ;12^th August, 2024; 06^th September, 2024 12^th November, 2024; 02^nd January, 2025; 11^th February 2025; 26^th February 2025; 29^th March 2025.

Name of the Director	No. of meetings attended
Mr. Rajneesh Kumar	8
Mr. Ravi Kant Sharma	8
Mr. Vaibhav Vashist	8

During the year, Mrs. Vineeta Loomba, Independent Director, has resigned from the Board w.e.f. 05, April, 2024 due to pre-occupation. Board has appreciated her expertise during her tenure and wishes her best for her all future endeavours.

The necessary quorum was present in all the meetings. The intervening gap between any two meetings was not more than one hundred and twenty days as prescribed by the Companies Act, 2013.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and the applicable provisions of the Listing regulations.

During the year the separate meeting of the Independent Directors were held on 04^th April 2024 and Mr Ravi Kant Sharma and Mrs. Vineeta Loomba (Independent Directors) were present at the meeting and discussed the performance of the other Non-Independent Directors and in accordance with the applicable provisions of Companies Act, 2013 without the attendance of non-independent directors and members of the Management, inter alia, to discuss the following:

• Reviewed the performance of Non-Independent Directors and the Board as a whole;

• Reviewed the performance of the Chairman of the Company, taking in to account the views of the Executive and Non-Executive Directors; and

• Assessed the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform its duties

DIRECTORS RESPONSIBILITY STATEMENT

To the best of our knowledge and belief and according to the information and explanation obtained by us, your Directors make the following statements in terms of provisions of Section 134 (5) of the Companies Act, 2013, and hereby confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation 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 that 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 on a going 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.

AUDITORS AND AUDITORS REPORT

STATUTORY AUDITORS

The provision of section 139 of the Companies Act, 2013 requires that the statutory auditor may be appointed by the shareholders for a period of 5 (five) consecutive years. Accordingly, M/s. R. C. Agarwal & Co., (FRN: 003175N), Chartered Accountants were appointed as Statutory Auditors of the Company for the term of five years from the Annual General Meeting (AGM) held on 29th September, 2021. The Audit Report as provided by the Statutory Auditors does not contain any qualification, reservation or adverse remark or disclaimer.

However, Auditor has raised some points in their report which are as follows:

(i) The Company is currently engaged in litigation proceeding with the Securities & Exchange Board of India (SEBI)

(ii) The Company has recognized revenue in the books of accounts on an accrual basis but has not received any of the amount from the relevant parties.

These paragraphs do not change or modify the auditors opinion on the financial statement.

The above remark by auditors do not impact the financial position of the company materially and company is striving for best practices.

The Company has pending litigation with Honble SEBI in the matter of “Pump & dump of Securities of Superior Finlease Limited” which is under consideration with Honble SAT and Honble Supreme Court.

During the year under review, there were no frauds reported by the auditors to the Audit Committee or the Board under section 143(12) of the Companies Act, 2013.

COST AUDIT

As per the Cost Audit Orders, Cost Audit is not applicable to the Companys for the Financial Year 2024-25

INTERNAL AUDIT

The Company continuously invests in strengthening its internal control and processes. The Audit Committee along with CFO formulates a detailed plan for the Internal Auditor for the year, which is reviewed at the Audit Committee Meetings. The Internal Auditors attend the meetings of the Audit Committee on regular basis and submit their recommendations to the Audit Committee and provide a road map for the future

The Internal Auditors regularly review these controls, and their suggestions for improvement have been incorporated into the ERP upgrade process. Throughout the year, these controls were evaluated, and no significant weaknesses were found in either their design or operation. This structured internal control system facilitates compliance with Section 138 of the Companies Act, 2013, and the Listing Regulations. The internal auditor reports directly to the Audit Committee and has direct access to the Audit Committee.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors in its meeting held on 23^rd May 2025 have appointed M/s Ranjan Jha & Associates, Practicing Company Secretaries as Secretarial Auditor to conduct the Secretarial Audit of the Company for the Financial Year 2024-25.

The Secretarial Audit Report in prescribed Form MR-3 for the financial year ended 31^st March, 2025 is appended as Annexure-I to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report, highlighting the performance and prospects of the Companys business, forms part of the Annual Report.

CORPORATE GOVERNANCE

As per Regulation 15 of the SEBI (Listing Regulations and Disclosure Obligations Requirements) Regulations, 2015, the Compliance with the corporate governance provisions as specified in Regulations 17, [17A,] 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27and clauses (b) to (i) and (t) of sub regulation (2) of Regulation 46 and para C, D and E of Schedule V are not applicable to the following class of companies:

i) The listed entity having Paid up Equity Share Capital not exceeding Rs.10 Crores and Net Worth not exceeding Rs.25 Crores, as on the last day of the previous financial year;

ii) The Listed Entity which has listed its specified securities on the SME Exchange.

The members may please note that the Company is neither listed on the SME Exchange nor its paid- up share capital and net-worth exceeds the threshold limits as mentioned above, therefore is exempted from provisions of corporate governance as stated in Regulation 15 of the Securities and Exchange Board of India (LODR) Regulation, 2015.

BOARD EVALUATION

For FY 2024-25, the Board has carried out an annual performance evaluation for itself and that of its Committees and individual directors, using various performance evaluation criteria in the forms circulated to and filled in by the directors. The feedback has been shared and discussed.

Pursuant to the provisions of the Section 134, 178 and Sch. IV of the Companies Act, 2013, the following performance evaluations were carried out:

a. Performance evaluation of the Board, Chairman and non-Independent Directors by the Independent Directors;

b. Performance evaluation of the Board, its committees and Independent Directors by the Board of Directors; and

c. Performance evaluation of every director by the Nomination and Remuneration Committee. COMMITTEES OF THE BOARD OF DIRECTORS

The Board Committees play a crucial role in the governance structure of the Company and have been constituted to deal with specific areas related to the Company that need a closer review. The Board Committees are set up under the formal approval of the Board to carry out clearly defined roles which are considered as a part of good governance practice and the Board has constituted the following Committees and each Committee has their terms of reference as a Charter. The Company has constituted the various Committees in compliance with the applicable provisions of Companies Act, 2013. The Chairman of each committee along with the other Members of the Committee and if required other Members of the Board, decide the agenda, frequency and the duration of each meeting of that Committee. Currently, the Board has at the end of the year three committees:

I. Audit Committee

II. Nomination and Remuneration Committee

III. Stakeholders Relationship Committee

AUDIT COMMITTEE

The Audit Committee is, inter alia, entrusted with the responsibilities to monitor the financial reporting, audit process, determine the adequacy of internal controls, evaluate and approve transactions with related parties, disclosure of financial information and recommendation of the appointment of Statutory Auditors.

During the financial year under review, the committee met Eight (8) times on 29 ^th May, 2024 ;12^th August, 2024; 06^th September, 2024; 12^th November, 2024; 02^nd January, 2025; 11^th February 2025; 26^th February 2025; 29^th March 2025 respectively and all the recommendations of the audit committee were accepted by the Board. The composition and attendance of the members at the meeting are as follows:

S. No Name of Director	Designation	No of meeting held	No of meeting attended
1. Mr. Ravikant Sharma	Chairperson	8	8
2. Mr Rajneesh Kumar	Member	8	8
3. Mr. Vaibhav Vashist	Member	8	8

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee broadly plays a dual role for determining the composition of the Board based on need and requirements of the Company from time to time and determines the overall compensation framework and policy for Directors, Senior Management and Employees. The Committee further reviews that the human resource practices of the Company are effective in maintaining and retaining a competent workforce.

During the financial year under review, the committee met 4 (Four) times on 06^th September, 2024, 12^th November, 2024; 11^th February 2025 and 29^th March 2025 respectively and all the recommendations of the Committee were accepted by the Board. The composition and attendance of the Members at the meetings are as follows:

S. No Name of Director	Designation	No of meeting held	No of meeting attended
1. Mr. Ravikant Sharma	Chairperson	4	4
2. Mr Rajneesh Kumar	Member	4	4
3. Mr. Vaibhav Vashist	Member	4	4

STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee was duly reconstituted during the year to give effect to the changes in the Board Composition. The composition of reconstituted Stakeholders Relationship Committee is mentioned below.

During the financial year under review, the committee met 4 (Four) times on 06^th September, 2024, 12^th November, 2024; 11^th February 2025 and 29^th March 2025 respectively and all the recommendations of the Stakeholder Relationship Committee were accepted by the Board. The composition and attendance of the Members at the meetings are as follows:

S. No Name of Director	Designation	No of meeting held	No of meeting attended
1. Mr Rajneesh Kumar	Chairperson	4	4
2. Mr. Vaibhav Vashist	Member	4	4
3. Mr. Ravikant Sharma	Member	4	4

RELATED PARTY TRANSACTION

Pursuant to the provisions of Section 188 of the Companies Act, 2013 read with the rules made there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material. 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. Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 in Form AOC-2 is not applicable.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has adequate systems of internal control in place, which is commensurate with its size and the nature of its operations. The Company has designed and put in place adequate Standard Operating Procedures and Limits of Authority Manuals for conduct of its business, including adherence to Companys policies, safeguarding its assets, prevention and detection of fraud and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act. The Audit Committee reviews the internal audit plans, adequacy and effectiveness of the Internal Control System, significant audit observations and monitors the sustainability of remedial measures.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

However, Honble Securities Appelate Tribunal has passed an order against the Director, Mr. Rajneesh Kumar, imposing a penalty of Rs 5,00,00,000 ( Rupes Five Crore) among others totaling Rs 11.90 Crore of fine on 19 entities in the matter of “Pump & Dump of Superior Finlease Shares”.

Members are hereby informed that the review of the above said matter is under consideration with Honble tribunal (SAT) and with Honble Supreme Court.

The Board clarifies that such litigation would not impact the overall operations of the Company materially and Board abide by the regulations and ensures its stakeholders that their trust will not hamper and is safe with us and such issue is just a matter of concern and they are trying to come out of this and ensure better governance and future operations and will rise again in the coming future.

CORPORATE SOCIAL RESPONSIBILITY fCSR)

Pursuant to provisions of Section 135 of the Companies Act, 2013 read with the rules made there under, the criteria for companying with the CSR activity does not applicable to the Company throughout the year.

CONSERVATION OF ENERGY/TECHNOLOGY ABSORPTION/FOREIGN EXCHANGE EARNINGS AND OUTGO

A. CONSERVATION OF ENERGY

Company has limited scope for undertaking energy conservation exercises, but nevertheless continues to emphasize work practices that result in conservation of energy. At the offices of your Company, special emphasis is placed on installation of energy-efficient lighting devices, use of natural light as best as possible, and adoption of effective procedures for conservation of electricity, water, paper and other materials that consume natural resources.

B. TECHNOLOGY ABSORPTION

Company did not absorb any new T echnology during the financial year.

C. FOREIGN EXCHANGE AND OUTGO

There was no foreign exchange inflow or Outflow during the year under review

VIGIL MECHANISM/WHISTLE BLOWERPOLICY

The Company in accordance with the provisions of Section 177(9) of the Companies Act, 2013 has established a vigil mechanism for directors and employees to report genuine concerns to the management viz. instances of unethical behavior, actual or suspected, fraud or violation of the Companys Code of Conduct or Ethics Policy. The Company has also formulated a Whistle Blower Policy (“Policy”) which provides for adequate safeguard against victimization of persons and has a provision for direct access to the Chairperson of the Audit Committee. The Company has not denied any person from having access to the Chairman of the Audit Committee. The details of the Whistle Blower policy are also available on the website of the Company http://www.superiorfinlease.com/investors/

EXTRACT OF THE ANNUAL RETURN

Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT-7) for the financial year ended 31^st March 2025, will be made available on the Companys website and can be accessed at http://www.superiorfinlease.com/investors/.

SECRETARIAL STANDARDS

The Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Companies Secretaries of India.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS

Pursuant to Section 186 of the Companies Act, 2013 (the Act) read with Rule 11(2) of the Companies (Meetings of Board and its Powers) Rules, 2014, the loan made, guarantee given or security provided in the ordinary course of business by a Non- Banking Financial Company (NBFC) registered with Reserve Bank of India are exempt from the applicability of provisions of Section 186 of the Act. The details of Loans, Corporate Guarantees and Investments made during the year under the provisions of Section 186 of the Companies Act, 2013 are given in notes to the financial statements.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

In terms of the provisions of Section 197(12) of the Companies Act, 2013, there are no employees of the Company drawing remuneration in excess of the limits set out in the said provision.

i) The ratio of the remuneration of each Director to the median remuneration of the employees of the company for the financial year:

S. No Name	Designation	Ratio of median Remunerarion
1. Mr Rajneesh Kumar	Director	1.2
2. Mr Vaibhav Vashit	Director	4.33
3. Mr Ravi Kant Sharma	Independent Director	NIL *

*No remuneration was paid to Mr. Ravi kant Sharma during the F.Y. 2024-25 except sitting fees to attend board and Committee meetings

ii) The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year: Not Applicable; there is no change in the remuneration of employees of the Company during the financial year under review.

iii) The percentage increase in the median remuneration of employees in the financial year:

Not Applicable; there is no change in the remuneration of employees of the Company during the financial year under review.

iv) The number of permanent employees on the rolls of company: 16

v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: Nil

vi) The key parameters for any variable component of remuneration availed by the directors: Nil

vii) Affirmation that the remuneration is as per the remuneration policy of the company: It is hereby affirmed that the remuneration paid during the year is as per the Remuneration Policy of the Company.

NOMINATION & REMUNERATION POLICY AND DISCLOSURES ON REMUNERATION

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection, appointment and remuneration of Directors, Key Managerial Personnel and employees in the Senior Management. In accordance with the provisions of Section 178 of the Act, the Board of Directors has adopted a Policy on Board Diversity and Director Attributes and the Remuneration Policy. The Policy on Board Diversity and Director Attributes has been framed to encourage diversity of thought, experience, knowledge, perspective, age and gender in the Board.

The Remuneration Policy for Directors, Key Managerial Personnel and all other employees is aligned to the philosophy on the commitment of fostering a culture of leadership with trust. The Policy aims to ensure that the level and composition of the remuneration of the Directors, Key Managerial Personnel and all other employees is reasonable and sufficient to attract, retain and motivate them to successfully run the Company.

RISK MANAGEMENT POLICY

Risk Management Policy identifies, communicate and manage risks across the organization. The policy also ensures that responsibilities have been appropriately delegated for risk management. Key Risk and mitigation measures are provided in the Management Discussion and Analysis Report as appended to this Annual Report.

DISCLOSURE AS PER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013

As per provisions of Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company has constituted an Internal Complaints Committee for redressal of complaints against sexual harassment.

Further, the Company has always provided a congenial atmosphere for work to all the employees that is free from discrimination and harassment including sexual harassment. There were no complaints/cases filed/pending with the Company during the year.

UNPAID AND UNCLAIMED DIVIDEND

As per the provision of section 124(1) of the Act, any money transferred to the Unpaid Dividend Account of a company which remains unpaid or unclaimed for a period of 7 (seven) years from the date of such transfer shall be transferred by the company along with interest accrued, if any, thereon to the Investor Education and Protection Fund established in accordance with section 125(1).

The members may please be informed that the Company has not declared any dividend in last years. Accordingly, there were no funds which were required to be transferred to Investor Education and Protection fund.

FRAUD REPORTING

There was no fraud disclosed during the Financial Year ended 31^st March, 2025.

LISTING OF EQUITY SHARES

The 3,00,10,000 equity shares of Rs. 1/- each of the Company are listed on BSE Limited and Metropolitan Stock Exchange of India Limited. The Annual Listing Fees for the Financial Year 202526 has been submitted to the Stock Exchanges.

HEALTH. ENVIRONMENT AND SAFETY

The Company conducts various promotional activities related to Safety, Health & Environment during National safety week, Road safety week & Fire service day.

As part of the safety performances following parameters were considered:

• Health & Safety Management systems

• Workers participation in Health & Safety

• Health & Safety Training

• Work Permit, tag out & lockout systems

• Internal & External Safety auditing, review process

• Promotion of safety & health at workplace

• Community awareness programs

• Safety of the contract workers

HUMAN RESOURCE AND INDUSTRIAL RELATIONS

Cordial and conducive working conditions prevailed amongst the Company employees and the contract vendors.

COMPLIANCES

The Company has complied and continues to comply with all the applicable regulations, circulars and guidelines issued by the Ministry of Corporate Affairs (MCA), Stock Exchange(s), Reserve Bank of India (RBI), Securities and Exchange Board of India (SEBI) and other statutory authority.

EMPLOYEES STOCK OPTION SCHEME

During the year under review, your Company has not provided any Stock Option Scheme to the employees.

RIGHTS ISSUE OF SHARES

During the year under review, no Right Issue was made in the financial year 2024-25

PURSUANT TO RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

None of the employees remuneration exceeds the limit specified.

GREEN INITIATIVES

Electronic copies of the Annual Report for the FY 2024-25 and the Notice of the AGM were sent to all the members whose email addresses are registered with the Company / Depository Participants. Members whose Email addresses are not registered can send their request to company directly or may assess the Notice of the Annual General Meeting and the Annual Report for the year 2024-25 from the Companys website http://www.superiorfinlease.com/investors.php and also on the website of BSE Limited at https://www.bseindia.com/and Metropolitan Stock Exchange of India Limited at https://www.msei.in/ where the shares of the company are listed.

As per SEBI (LODR) Regulations 2015, Regulation 36 (1) (b) for shareholders who have not registered their email addresses with the Company/RTA/Depository Participant, a letter containing the web-link, exact navigation path and other details to access the full Annual Report is being sent.

OTHER DISCLOSURES

• There was no proceeding initiated or pending against the Company under the Insolvency and Bankruptcy Code, 2016.

• The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

CORPORATE POLICY

The Company seeks to promote and follow the utmost level of ethical standards in the business transactions. The policies are formulated in accordance with the applicable provisions of Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and RBI Laws as stipulated in the master directions for Non -banking Financial Companies. All the policies are available on the website of the Company viz. http://www.superiorfinlease.com.

The Policies are reviewed periodically by the Board and updated on the basis of need and new Compliance. The Key Policies along with web link to access the same on website is mentioned below:

Name of the Policy	Brief Description
WHISTLE BLOWER POLICY (VIGIL MECHANISM)	This policy has been established with a view to provide a tool to Directors and Employees of the Company to report to Management genuine concerns including unethical behaviour, actual or suspected fraud or violation of the code or the policy. The Policy also provides for adequate safeguards against victimization of Director(s)/Employee(s) who avail of the mechanism and also provides for direct access to the chairman of the Audit Committee in exceptional cases (https://www.superiorfinlease.com/wp- content/uploads/2020/11/635534491.-Whistle-Blower-Policy-Visil- Mechanism.pdf )
NOMINATION & REMUNERATION POLICY	The Board has on the recommendation of Nomination and Remuneration Committee framed and adopted a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration (https://www.superiorfinlease.com/wp- content/uploads/2020/11/17295424Nomination-Remuneration- Policy.pdf )
POLICY FOR DETERMINING OF MATERIAL INFORMATION	The Objective of this policy is to outline the guidelines to be followed by the Company for consistent, transparent and timely public disclosures of material information events/information and to ensure
	that such information is adequately disseminated to the stock Exchange(s) where the securities of the Company are listed in pursuance with the Regulations and to provide an overall governance framework for such determination of materialityfhttps://www.superiorfinlease.com/wp- content/uploads/2020/11/19616816Policy-on-dertermination-of- Material-Information.pdf)
POLICY OF PRESERVATION OF DOCUMENTS	This policy sets the Standards for classifying, managing and storing the records of the Company. The Purpose of this policy is to establish framework for effective records Management and the process for Subsequent archival of such records(https://www.superiorfinlease.com/wp- content/uploads/2020/11/26514141Policy-on-Preservation-of- Documents.pdf )
TERMS AND CONDITIONS OF APPOINTMENT OF INDEPENDENT DIRECTOR	This has prescribed the code of conduct terms and conditions of appointment of the Independent Directors, which are subject to the extent provisions of the applicable laws, including the Companies Act, 2013 (“2013 Act”). (https://www.superiorfinlease.com/wp- content/uploads/2020/11/723813014.-Terms-Conditions-of-App- of-Independent-Dir.pdf )
CODE OF CONDUCT FOR DIRECTORS	This Code prescribes the guidelines for the Directors to conduct themselves in the highest degree of dignity, authenticity and compliance standards. (https://www.superiorfinlease.com/wp- content/uploads/2020/11/73782084Code-of-Conduct-for- directors.pdf )
RELATED PARTY TRANSACTION POLICY	The Company has the policy for transactions with Related Parties (RPT Policy).( https://www.superiorfinlease.com/wp- content/uploads/2025/05/Updated-Related-Party-Transaction- Policy Superior-1.pdf )
RISK MANAGEMENT POLICY	The policy describes the major risks faced by business and the system based approach for risk management, with the clear objectives of identification, evaluation, monitoring and minimisation of the identified risks (https://www.superiorfinlease.com/wp- content/uploads/2020/11/218675542.-Risk-Management-
	Policy.pdf)
POLICY ON FAMILIARIZATION OF INDEPENDENT DIRECTORS	This policy has been formulated to familiarize the independent directors with the Company, the functions of the Company and specify their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various P rograms (https: / /www. superiorfinlease.com /wp- content/uploads/2023/03/Familiarization-Programme-for- Independent-Directors.pdf )
FAIR PRACTICE CODE	This sets minimum Fair Practice Standards for the Company to follow when dealing with customers. It provides information to customers and explains how the Company is expected to deal with them on a day-to-day basis. (https://www.superiorfinlease.com/wp- content/uploads/2020/11/Fair-Practice-Code.pdf )
KYC & AML POLICY	The primary objective is to prevent the Company from being used, intentionally or unintentionally, by criminal elements for money laundering activities or terrorist financing activities. KYC procedures also enable the Company to know/understand their customers and their financial dealings better which in turn help them manage their risks prudently. fhttps://www.superiorfinlease.com/wp- content/uploads/2022/07/KYC AML Policy.pdf 1

ACKNOWLEDGEMENTS

Your directors take this opportunity to offer their sincere thanks and gratitude to:

1. The bankers of the company as well as other Financial Institutions for the financial facilities and support.

2. Business associates, vendors/contractors, shareholders, employees and esteemed clients, customers for their support and assistance.

The Board also takes this opportunity to express their sincere appreciation of the efforts, dedication, commitment and contribution put in by the employees at all levels for achieving the results and hope that they would continue their sincere and dedicated endeavours towards achieving better working results during the current year.

FOR AND ON BEHALF OF

SUPERIOR FINLEASE LIMITED

RAJNEESH KUMAR

DIRECTOR

DIN:02463693

Place: New Delhi

Date: 02.09.2025