Virat Leasing Ltd Directors Report

Dear Members,

Your directors take pleasure in presenng the 41 (Forty First) Annual Report of the Company along with the Audited Financial Statements for the financial year ended as on 31 March, 2025.

FINANCIAL PERFORMANCE (Rs. in ‘000)

Parcular s	Year ended as on 31 st March, 2025	Year ended as on 31st March, 2024
Total Income	9319.69	8,751.51
Total Expenses	12290.04	9,847.09
Pro t or Loss before Exceponal Extr aordinary items	(2970.35)	(1,095.58)
Pro t or Loss before tax	(2970.35)	(1,095.58)
Less: Tax Expenses	46.80	213.83
Pro t or Loss a er Tax	(3017.15)	(1,309.41)
Other Comprehensive Income	464.60	61.66
Total Comprehensive Income	(2552.55)	(1,247.75)
EPS (Basic & Diluted)	(0.23)	(0.10)

STATE OF COMPANYS AFFAIRS

During the year under review, your company recorded a total income of Rs. 9319.69 (in thousands) as compared to Rs. 8,751.51 (in thousands) in the previous financial year. However, the performance of the Company was not sas factory when compared to last year. The loss for the same period stood at Rs. 3017.15 (in thousands) as compared to Rs. 1,309.41 (in thousands) in the previous financial year.

CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business of the company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Companys business acvity primarily falls within a single business segment i.e., Investment and Finance. The analysis on the performance of the industry, the Company, internal control systems, risk management are presented in the Management Discussion and Analysis Report is presented forming part of this report.

SHARE CAPITAL

Equity Shares:

The paid-up Equity Share Capital as on 31 March, 2025 was Rs. 1,29,805.00 (in thousands). There was no change in the Share Capital during the year under review.

Sweat Equity Shares:

In terms of Sub-rule (13) of Rule 8 of The Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued any Sweat Equity Shares.

Di eren_al Vo}ng Rights:

In terms of Rule 4(4) of The Companies (Share Capital and Debenture Rules, 2014), the Company has not issued any share with Di erenal Vong Rights.

Employee Stock Op_ons:

In terms of Rule 12(9) of The Companies (Share Capital and Debenture Rules, 2014), the Company has not issued any Employee Stock Opons.

DIVIDEND

Your directors have not recommended any dividend for the year under review.

Transfer of unpaid &unclaimed Dividends & Shares to Investor Educa_on and Protec_on Fund (IEPF)

Pursuant to Secons 124 and 125 of the Companies Act, 2013 read with the Investor Educaon and Protecon Fund Authority (Accounng , Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") there was no unclaimed/unpaid dividend, hence the company is not required to transfer any amount to Investor Educaon and Protecon Fund.

RESERVES

In view of losses incurred by the Company, your directors have not proposed to transfer any amount to Statutory Reserves.

MATERIAL CHANGES AND COMMITMENT

There are no material changes or commitments that took place a er the close of financial year ll date which will have any material or significant impact on the nancials of the Company.

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

Parcular s as prescribed under Sub-Secon 3(m) of Secon 134 of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 regarding energy conservaon and technology absorpon is not applicable to the Company.

During the year under review, there was no in flow or oulow of foreign exchange.

RISK MANAGEMENT

The Company has a risk management framework comprising risk governance structure and defined risk management process. The risk governance structure of the Company is a formal organizaon structure with defined roles and responsibilies for risk management. The risks exisng in the internal and external environment are periodically iden ed and reviewed, based on which, the cost of treang risks is assessed and risk treatment plans are devised.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

The provisions of Secon 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, are not applicable on the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company being a Non-Banking Financial Company (NBFC), the provisions of Secon 186 of the Companies Act, 2013 read with Rule 11 of the Companies (Meengs of Board and its Power), Rules, 2014 are not applicable.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All transacons entered with Related Pares during the financial year were on an arms length basis and were in ordinary course of business and the provision of Secon 188 of the Companies Act, 2013 are not ar acted. There are no materially significant related party transacons during the period under review made by the Company with Promoters, Directors or other designated person which may have a potenal conflict with the interest of the Company at large. Thus, disclosure in Form AOC- 2 is not required. However, details of all related party transacons are given in Notes to Financial Statements for the financial year ended as on 31.03.2025.

BOARD OF DIRECTORS, COMMITTEES AND MANAGEMENT

Composi on:

The composion of the Board of Directors and its Commi ees, viz., Audit Commi ee, Nominaon and Remunera on Commie e and Stakeholders Rela onship Commie e are cons tuted in accordance with Companies Act, 2013 ("the Act") and the SEBI (Lisng Obligaons and Disclosure Requirements) Regulaons, 2015 ["SEBI (LODR) Regulaons, 2015"], wherever applicable. The details are provided in Corporate Governance Report which forms the part of the Annual Report.

Appointment/Re-appointment

Mrs. Ritu Agarwal was appointed as the Non-Execuv e Independent Director of the Company w.e.f. 09.11.2020 for a period of ve consecuv e years and her tenure is expiring at the ensuing Annual General Meeng. Therefore, it is proposed to re-appoint her for a further tenure of ve consecuv e years w.e.f. 1st September, 2025 pursuant to approval of Members at the ensuing Annual General Meeng.

Further, on recommendaon of the Nominaon & Remuneraon Commi ee, the Board has appointed Mr. Vidhu Bhushan Verma (DIN: 00555238) as an Addional Non-Execuv e Independent Director w.e.f. 30.08.2024. His appointment was further regularized as Non-Execuv e Independent Director Annual General Meeng held on 27th September, 2024

His appointment was further regularized as Non-Execuv e Independent Director Annual General Meeng held on 27 September, 2024.

Cessa on/Resigna_on

Pursuant to the provisions of the Companies Act, 2013, since the second term of Mr. Pradeep Kumar Agarwal (DIN: 00583450) as Non-Execuv e Independent Director has expired at the Annual General Meeng held on 27 September, 2024, he has tendered his resignaon from the officeof director.

Further, the Board has accepted his resignaon at their meeng held on 30 August, 2024.

Refirement by Rota_on

Pursuant to Secon 152 of the Companies Act, 2013, at least two third of the total number of Directors (excluding independent directors) shall be liable to rer e by rotaon.

The Independent Directors hold officefor a xed term of not exceeding ve years from the date of their appointment and are not liable to rer e by rotaon.

Accordingly, Mr. Jitendra Kumar Goyal (DIN: 00468744), Director, liable to rer e by rotaon, rer es from the Board this year and, being eligible, has offered himself for re appointment.

The brief resume and other details relang to Mr. Jitendra Kumar Goyal who is proposed to be reappointed, as required to be disclosed under Regulaon 36(3) of SEBI (Lisng Obligaons and Disclosure Requirements) Regulaons, 2015, is incorporated in the annexure to the noce calling ensuing Annual General Meeng.

Mee_ngs of the Board & Commiuees:

The details of Board and Commi ee Meengs held during the Financial Year ended on 31 March, 2025 and the a endance of the Directors are set out in the Corporate Governance Report which forms part of this report. The maximum me gap between any two Board Meengs was not more than 120 days as required under SEBI (Lisng Obligaons and Disclosure Requirements) Regulaons, 2015, Companies Act, 2013 and Secretarial Standard on Meengs of the Board of Directors.

The details of meeng of Independent Directors are set out in the Corporate Governance Report which forms part of this report.

Declaraoon by Independent Directors

The Company has received requisite declaraons/ con rmaons from all the Independent Directors confirming their independence as per provisions of the Companies Act, 2013 and SEBI (Lisng Obligaons and Disclosure Requirements) Regulaons, 2015. The Board relies on their declaraon of independence.

Familarisa_on Programme for Independent Directors

Pursuant to the provisions of Companies Act, 2013 and SEBI (Lisng Obligaons and Disclosure Requirements) Regulaons, 2015, the Company has formulated a programme for familiarizing the Independent Directors, their roles, rights, responsibilies in the Company, nature of the industry in which the Company operates, business model of the Company etc. through various inia v es.

Further, at the me of appointment of an Independent Director, the company issues a formal le er of appointment outlining his/ her role, funcon, dues and responsibilies as a director. The details of programmes for familiarizaon for Independent Directors are available on the website of the Companywww.vll.co.in.

Annual Evaluaoon of Boards Performance

In compliance with the provisions of the Companies Act, 2013 and SEBI (Lisng Obligaons and Disclosure Requirements) Regulaons, 2015, the Board of Directors has carried out an annual evaluaon of its own performance, board committees and individual directors. The details are provided in Corporate Governance Report which forms the part of the Annual Report.

Directors Responsibility Statement:

In accordance with the provisions of Secon 134(5) of the Companies Act, 2013, your Directors state that:

a) in the preparaon of the annual accounts, the applicable accounng standards had been followed along with proper explanaon relang to material departures; b) the directors had selected such accounng policies and applied them consistently and made judgments and esma tes that are reasonable and prudent so as to give a true and fair view of the state of a airs of the company at the end of the financial year and of the profit / loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounng records in accordance with the provisions of this Act for safeguarding the assets of the company and for prevenng and detecng fraud and other irregularies;

d) the directors had prepared the annual accounts on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operang e ecv ely; and

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operang e ecv ely.

KEY MANAGERIAL PERSONNEL

There were no such instances during the period under review.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Vigil Mechanism/Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violaon of the Companys Code of Conduct or Ethics Policy. It aims to provide an avenue for employees through this policy to raise their concerns on any violaon of legal or regulatory requirements, suspicious fraud, misfeasance, misrepresenta on of any financial statements and reports. It also provides for direct access to the Chairman of the Audit Commi ee. The Vigil Mechanism/Whistle Blower Policy is being made available on the Companys website www.vll.co.in.

NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of Sec on 178 of the Companies Act, 2013, the Board, on the recommendaon of the Nominaon and Remuneraon Commi ee, has framed a Nominaon and Remuneraon Policy for selecon, appointment and remuneraon of Directors and Key Managerial Personnel including criteria for determining quali caons, posiv e aribut es and independence of Directors. The policy has been duly approved and adopted by the Board, pursuant to the recommendaons of the Nomina on and R emuneraon Commi ee. The Remuneraon P olicy has been uploaded on the Companys website www.vll.co.in. Further the salient features of the policy are given in the Report of Corporate Governance forming part of this Annual Report.

ANNUAL RETURN

The Annual Return of the Company as on 31 March, 2025 in Form MGT - 7 is in accordance with Secon 92(3) of the Act read with the Companies (Management and Administraon) Rules, 2014 and is available on the website of the Company at www.vll.co.in.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any subsidiary, associate or joint venture. There was no Company which has become or ceased to be Companys Subsidiary, Joint Venture or Associate during the Financial Year 2024-25.

DEPOSITS

During the year under review, your Company has neither accepted nor renewed any deposits from public within the meaning of Secon 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Company has laid down an adequate system of internal controls, policies and procedures for ensuring orderly and efficient conduct of the business, including adherence to the Companys policies, safeguarding of its assets, prevenon and detecon of frauds and errors, accuracy and completeness of the accounng records and mely preparaon of reliable financial disclosures.

The current system of internal financial control is aligned with the statutory requirements. E ecv eness of internal financial control is ensured through management reviews, controlled self-assessment and independent tesng by the Internal Auditor.

AUDIT AND ALLIED MATTERS

Statutory Auditor

M/s Surajit Roy and Associates, (FRN 326099E), Chartered Accountants, was appointed as Statutory

Auditors of the Company at the Board Meeng held on 30 August, 2024 which was regularized at the 40 Annual General Meeng held on 27 September, 2024 for a period of 1 (one) financial year i.e., 2024-25 in order to ll the casual vacancy occurred due to resignaon tendered by M/s Ghosh & Basu LLP, (FRN E300013) Chartered Accountants, due to the developments in the Audit Firm (M/s Ghosh & Basu LLP) and they shall hold officell the conclusion of ensuing Annual General Meeng at such remuneraon as may be decided by the Board in consultaon with the Statutory Auditors.

Therefore, at the Board Meeng held on 1st September, 2025, since the term of the exisng Statutory Auditors shall expire at the ensuing Annual General Meeng , the directors propose to reappoint M/s Surajit Roy and Associates, (FRN 326099E), Chartered Accountants as their Statutory Auditors for a period of ve consecuv e financial years and who shall be eligible to hold officefrom the conclusion of ensuing Annual General Meeng ll the conclusion of 46 Annual General Meeng to be held in the year 2029.

The Statutory Auditors Report to the Members for the year ended 31 March, 2025 does not contain any quali caon, reservaon, adverse remark or disclaimer. Also there has been no instance of fraud reported by the statutory auditors for the period under review.

Internal Auditor

As recommended by the Audit Commi ee, the Board of Directors had re-appointed M/s. Srimal Jain & Co., Chartered Accountants, as Internal Auditors of the Company for the Financial Year 2024-25 to conduct internal audit of the Company and their report on findings is submi ed to the Audit Commi ee on periodic basis.

Secretarial Auditors

Pursuant to the provisions of Secon 204 of the Companies Act, 2013 read with The Companies (Appointment and Remuneraon of Managerial Personnel) Rules, 2014, the Board of Directors had re-appointed Mr. Rajesh Ghorawat, Company Secretary in Pracce, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the Financial Year 2024-25 in the prescribed Form MR-3 is appended as Annexure A to this Boards Report.

COST RECORDS

The Company is not required to maintain cost records as specified by the Central Government under sub-secon (1) of Secon 148 of the Companies Act, 2013.

CORPORATE GOVERNANCE

The Company adheres to follow the best corporate governance. As per Regulaon 34 read with Schedule V (C) of SEBI (Lisng Obligaons and Disclosure Requirements) Regulaons, 2015, a Report on Corporate Governance along with a cer c ate received from the Statutory Auditors confirming compliance is annexed and forms part of the Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant and material orders passed by the Regulators or Courts or Tribunals during the year under review impacng the going concern status and the operaons of the Company in future.

RBI GUIDELINES FOR NON-BANKING FINANCIAL COMPANIES

The Company has observed all the prudenal norms prescribed by the Reserve Bank of India. The Schedule as required in terms of Paragraph 13 of Non-Banking Financial Companies Prudenal Norms (Reserve Bank) Direcons, 2015 is annexed herewith.

DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place a policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevenon, Prohibion & Redressal) Act, 2013. Internal Complaints Commi ee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. There were nil complaints received during the year under review.

During the year under review, no complaints with allegaons of sexual harassment were received by the Company.

The Company has complied with provisions relang to the constuon of Internal Complaints Commi ee under the Sexual Harassment of Women at Workplace (Prevenon, Prohibion and Redressal) Act, 2013.

MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, connuity of salary and service during the leave period and post-maternity support such as nursing breaks and exible return-to-work opons, as applicable. The Company remains commi ed to fostering an inclusive and supporv e work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

REMUNERATION RATIO TO DIRECTORS/KMP/EMPLOYEES

The disclosures pertaining to remuneraon and other details as required under Secon 197 of the Act read with the Companies (Appointment and Remuneraon of Managerial Personnel) Rules, 2014 is a ached as Annexure B forming part of this report.

OTHER DISCLOSURES

Secretarial Standards:

The company has complied with the applicable provisions of Secretarial Standards SS-1 and SS-2 with respect to convening of Board Meengs and General Meengs during the period under review.

Proceeding pending under the Insolvency and Bankruptcy Code, 2016:

No applicaon has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of applicaon made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

APPRECIATION & ACKNOWLEDGEMENT

The Board of Directors place on record sincere gratude and appreciaon for all the employees at all levels for their hard work, solidarity, cooperaon and dedicaon during the year. The Board conveys its appreciaon for its customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory and government authories for their connued support.

		For and on behalf of the Board
		M/s Virat Leasing Limited
	sd/-	sd/-
	Rajeev Kothari	Jitendra Kumar Goyal
Place: Kolkata	Managing Director	Director
Date: 01.09.2025	DIN: 00147196	DIN: 00468744