Directors Report of Helpage Finlease Ltd.

Mar 31, 2025

Your director’s have pleasure in presenting the 43^rd Directors Report on the business and operations of the
Company along with the Audited financial statements for the financial year ended 31^st March, 2025.

1. Financial Highlights

Your Company''s performance for the financial year ended 31st March, 2025 is summarized below:

Particulars	2024-25	2023-24
Revenue from Operations	8,64,61,491	45,513,756
Other Income	-	14,250
Total Income	8,64,61,491	45,528,006
Less: Total Expenses	64,256,409	32,431,898
Net Profit/(Loss) before Tax & Depreciation (PBDT)	22,205,082	13,096,108
Less: Depreciation	15,16,471	1,116,032
Net Profit/(Loss) after Depreciation before Tax (PBT)	2,06,88,611	11,980,076
Less: Current Tax	53,78,950	3,119,567
Deferred Tax	5,55,773	126,035
Profit after Tax	1,47,53,888	8,734,474

The Financial Statements of the Company for the financial year ended 31st March, 2025 have
been prepared in accordance with the Indian Accounting Standard (Ind AS) as notified by the
Ministry of Corporate Affairs and as amended from time to time.

2. Dividend

The Board of Directors of your Company, after considering the relevant circumstances has decided that it
would be prudent, not to recommend any dividend for the year under review.

3. Public Deposits

The Company has not accepted any public deposits during the period under review and it continues to be a

non-deposit taking Non-Banking Financial Company in conformity with the guidelines of the Reserve Bank
of India and the Companies (Acceptance of Deposits) Rules, 2014.

4. State of Company’s Affairs and Future Outlooks

The Company is a Non-Banking Finance Company (NBFC) registered with Reserve Bank of India (RBI).
During the year, the Company has performed modestly despite of challenging economic conditions and
other related factors. The Directors are relentlessly striving for betterment of the business and growth of the
Company. They are optimistic about the future and expect the business to perform well in the forthcoming
year.

5. Review of Operations

During the financial year under review, your Company achieved a turnover of Rs. 8,64,61,491/- (Eight
Crore Sixty-Four Lakh Sixty-One Thousand Four Hundred Ninety-One Only) during the year as against Rs.
4,55,13,756/- (Four Crore Fifty-five Lakh Thirteen Thousand Seven Hundred Fifty-Six Only) in the
previous year. The Company has earned profit after tax of Rs. 1,47,53,888/- Rupees One Crore Forty-Seven
Lakhs Fifty-Three Thousand Eight Hundred Eighty-Eight as against Rs. 87,34,474/- Rupees Eighty-Seven
Lakhs Thiry Four Thousand Four Hundred Seventy-Four in the previous financial year.

6. Transfer to General Reserve

An amount of Rs. 30,61,500/- Rupees Thirty Lakhs Sixty-One Thousand Five Hundred has been
transferred to Special Reserve as per the requirement under Section 45 IC of the Reserve Bank of India
Act, 1934. The company has not transferred any amount to the general reserves.

7. Subsidiaries, Joint Venture or Associate Companies

The Company does not have any Subsidiary, Joint Venture or Associate Company; hence provisions of
section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statements
are not applicable.

8. Share Capital

a) Authorized Share Capital:

During the period under review, there is no change in the authorized share capital of the Company. The
Authorized Share Capital of the Company is Rs. 11,00,00,000/-(Rupees Eleven Crore only) divided into
1,10,00,000 (One Crore Ten lakh only) equity shares of Rs. 10/-each for the year ended 31^st March, 2025.

b) Issue, Subscribed and paid-up capital:

During the period under review, there is no change in the paid-up share capital of the Company. The paid-
up share capital of the Company is Rs. 9,94,75,000/- (Rupees Nine Crore Ninety-Four Lakh Seventy-Five
Thousand only) divided into 99,47,500 (Ninety-Nine lakh Forty-Seven Thousand Five Hundred only)
equity shares of Rs. 10/- each for the financial year ended 31^st March, 2025.

c) Buy back of securities

The Company has not bought back any of its securities during the period under review.

d) Bonus Shares

No bonus shares were issued during the period under review.

e) Issue of Equity Shares under ESOP

No Equity shares under ESOP were issued during the period under review.

9. Directors & Key Managerial Personnel (KMP)

A. Directors

The Composition of Board of Directors of the Company is in conformity with the provisions of the
Companies Act, 2013 (“the Act”) and the Listing Regulations, as amended from time to time.

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.

The Board of Directors at present comprises of four (4) Directors out of which one is executive director
(promoter group), one is non-executive and non-independent and other two (2) Directors are Independent
Directors. The Board’s actions and decisions are aligned with the Company’s best interests. It is
committed to the goal of sustainably elevating the Company’s value creation. The Board critically
evaluates the Company’s strategic direction, management policies and their effectiveness.

Composition of Board as on 31^st March, 2025 as follows:

Name of the Director	Designation	Category
Mr. Sidharth Goyal	Managing Director & Chief Financial Officer	Promoter Executive
Mr. Ashwin Dorairajan	Independent Director	Non-Executive Independent
Ms. Ananyaa Pandey	Women Director	Non-Executive Non-Independent
Mr. Sushil Kumar	Independent Director	Non-Executive Independent

i. Retirement of Director by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013, Ms. Ananyaa Pandey (DIN:
06966851) retires by rotation at the ensuring Annual General Meeting and being eligible offered herself
for re-appointment.

Brief details and other details as stipulated under Regulation 36(3) of SEBI Listing Regulations and
Secretarial Standard-2 issued by The Institute of Company Secretaries of India for re appointment of Ms.
Ananyaa Pandey, Non-Executive Non-Independent Director is given in the notice convening the ensuing
AGM, which forms part of the Annual Report.

ii. Statement on declaration given by Independent Directors

The Board of the Company consists of two Independent Directors and all the Independent Directors have
given the declaration that they meet the criteria of Independence as provided in section 149(6) of the
Companies Act 2013.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as
Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience
of all Independent Directors on the Board. The Independent Directors (IDs) have also confirmed that they
complied the with company’s code of conduct for Directors and Senior Management Personnel. Further
the IDs get themselves registered in the data bank mentioned with the Indian Institute of Corporate Affairs,
Manesar (IICA) from time to time and under, if required, online proficiency self-assessment test conducted
by the IICA.

In term of requirements of Schedule IV to the Companies Act, 2013 and regulation 25(3) of the SEBI
Listing Regulations, 2015, a separate meeting of the Independent Directors was held on 12^th December
2024 without the attendance of non-independent directors and members of Management, inter alia, to
discuss the following:

I. review the performance of non-independent directors and the Board as a whole;

II. review the performance of the Chairperson of the company, taking into account the views of executive
directors and non-executive directors;

III. assess 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.

iii. Performance evaluation at Board

In line with the provisions of section 134(3) of the Companies Act, 2013 and Rules made thereunder read
with the relevant provisions of the SEBI Listing regulations, 2015, the Board of directors has carried out
an annual performance evaluation of its own performance, individual directors and the Committees of the
Board. The manner in which the evaluation has been carried out explained hereunder:

The evaluations are based on questionnaire prepared which assessed the performance of the Board on
select parameters related to roles, responsibilities and obligations of the Board and functioning of the
Committees including assessing 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.

The evaluation criteria for the Directors were based on their participation, contribution and offering
guidance to and understanding of the areas which are relevant to them in their capacity as members of the

Board.

iv. Policies on appointment of Directors and Remuneration

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy
for selection and appointment of Directors, KMP, Senior Management and their remuneration.

The objective and broad framework of the Remuneration Policy is to consider and determine the
remuneration, based on the fundamental principles of payment for performance, for potential, and for
growth. The Remuneration Policy reflects on certain guiding principles of the Company such as aligning
remuneration with the long-term interests of the Company and performance of the personnel, promoting a
culture of meritocracy and creating a linkage to corporate and individual performance, and emphasizing on
professional competence and market competitiveness so as to attract the best talent. It also ensures the
effective recognition of performance and encourages a focus on achieving superior operational results.

The Nomination and Remuneration Committee recommends the remuneration of Directors and Key
Managerial Personnel, which is then approved by the Board of Directors, subject to the approval of
shareholders, wherever necessary. The level and composition of remuneration shall be reasonable and
sufficient to attract, retain and motivate the directors, key managerial personnel and other employees of the
Company required running the Company successfully.

v. Meetings of the Board

During the Financial year 2024-25, the Board met Eight (8) times. The meetings were held as on
16/05/2024, 30/05/2024, 17/06/2024, 26/06/2024, 12/08/2024, 11/11/2024, 12/02/2025 and 03/03/2025,
the necessary quorum was present through the meetings. The maximum interval between any two
meetings did not exceed 120 days.

Following is the attendance of each of the Directors at the Board Meetings held during the period under
review:

S. No	Date of Meeting	Total No of Directors as on date of meeting	Attendance
			No. of Directors attended	% of Attendance
1.	16/05/2024	4	2	50%
2.	30/05/2024	4	4	100%
3.	17/06/2024	4	4	100%
4.	26/06/2024	4	4	100%
5.	12/08/2024	4	4	100%
6.	11/11/2024	4	4	100%
7.	12/02/2025	4	3	75%
8.	03/03/2025	4	3	75%

B. Key Managerial Personnel

The Details of Key Managerial Personnel of the Company are mentioned below:

• Mr. Sidharth Goyal, Managing Director & Chief Financial Officer.

• Ms. Darshna Agarwal (M. No: A73854) Company Secretary and Compliance Officer

During the year Mr. Hemant Chauhan (M. No: A61772) was appointed as Company Secretary
and Compliance officer of the Company with effect from 16^th May, 2024, however he ceased tit
be Company Secretary with effect from 14^th June, 2024.

Based on the recommendation of the Nomination and Remuneration Committee, Ms. Darshna
Agarwal (M. No: A73854) a qualified Company Secretary was appointed by the Board of
Directors as the Company Secretary & Compliance Officer and KMP of the Company w.e.f. 17th
June, 2024.

10. Directors’ Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013 (including any statutory modification(s) and/or re¬
enactments) thereof for the time being in force), the Board of Directors of the Company confirm that:

• in the preparation of the annual accounts for the financial year ended 31^st March, 2025, the applicable
accounting standard have been followed along with proper explanation relating to material departures;

• they have selected such accounting policies and applied them consistently and made judgement and
estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of
the Company at the end of the financial year and of the profit of the Company for that period.

• they have taken proper and sufficient 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 irregularities.

• they have prepared the annual accounts on a going concern basis.

• they have laid down internal financial controls to be followed by the company and that such internal
financial controls are adequate and were operating effectively.

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

11. Committees of the Board

The Board has constituted the following Committees of the Board with specific terms of reference as per

the requirements of the SEBI Listing Regulations and the Companies Act, 2013:

A. Audit Committee

B. Nomination and Remuneration Committee

C. Risk Management Committee

D. Stakeholders Relationship Committee

The Board is responsible for constituting, assigning, co-opting and fixing the terms of reference for
members of various committees.

A. Audit Committee

The Board has set up qualified and Independent Audit Committee in compliance with the requirements of
Regulation 18 of SEBI Listing Regulations read with Section 177 of the Companies Act, 2013. All
members of the Committee are financially literate and have accounting or related financial management
expertise.

The Audit Committee comprises of the following directors as its members as on 31^st March,2025:

S.No.	Name of Director	Designation	Category
1.	Mr. Sushil Kumar	Chairman	Non-Executive Independent Director
2.	Mr. Ashwin Dorairajan	Member	Non-Executive Independent Director
3.	Ms. Ananyaa Pandey	Member	Non-Executive Director

During the period under review, the Audit Committee met Four (4) times on 30/05/2024, 12/08/2024,
11/11/2024 and 12/02/2025.

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:

S. No	Date of Meeting	Total No of Members on date of meeting	Attendance
			Numbers of Members attended	% of Attendance
1.	30/05/2024	3	3	100
2.	12/08/2024	3	3	100
3.	11/11/2024	3	3	100
4.	12/02/2025	3	2	66.67

Terms of reference

The Audit Committee has been constituted pursuant to the provisions of Section 177 of the Companies
Act, 2013 and Regulation 18 of SEBI Listing Regulation. The Audit Committee reviews the financial
accounting policies, adequacy of internal control systems and interacts with the statutory auditors. Besides,
the Committee reviews the observations of the management and internal/ external auditors, interim and
annual financial results, Management discussion and analysis of financial condition and results of
operations, and related party transactions. The other roles of Audit Committee, inter- alia includes the
following:

i. the recommendation for appointment, remuneration and terms of appointment of auditors of the
company;

ii. review and monitor the auditor’s independence and performance, and effectiveness of audit process;
ii. examination of the financial statement and the auditors’ report thereon;

v. approval or any subsequent modification of transactions of the company with related parties;
v. scrutiny of inter-corporate loans and investments;

d. valuation of undertakings or assets of the company, wherever it is necessary;

ii. evaluation of internal financial controls and risk management systems;

ii. monitoring the end use of funds raised through public offers and related matters.

The Terms of reference of the Committee can be accessed at
https://www.helpagefinlease.com/disclosure/

B. Nomination and Remuneration Committee

The Nomination and Remuneration Committee has been constituted pursuant to the provisions of Section
178 of the Companies Act, 2013 and Regulation 19 of SEBI Listing Regulation.

The Nomination and Remuneration Committee comprises of the three non-executive directors as its
members as on 31^st March, 2025:

S.No.	Name of Director	Designation	Category
1	Mr. Ashwin Dorairajan	Chairman	Non-Executive Director	Independent
2	Mr. Sushil Kumar	Member	Non-Executive Director	Independent
3	Ms. Ananyaa Pandey	Member	Non-Executive Director

The Nomination & Remuneration Policy is uploaded on the website of the Company i.e., at
https://www.helpagefinlease.com/disclosure/

During the year under review, the Nomination & Remuneration Committee met Two (2) time on
15/05/2024 and 15/06/2024. The details of attendance in committee meeting are as follows:

S. No	Date of Meeting	Total No of Members on date of meeting	Attendance
			Numbers of Members attended	% of Attendance
1.	15/05/2024	3	3	100
2.	15/06/2024	3	3	100

C. Risk Management Committee

The Board has constituted the Risk Management Committee as per the requirements of the Companies
Act, 2013 along with applicable Rules and requirements of the Listing Regulations.

The Risk Management Committee lays down procedures:

a. To inform Board members about the risk assessment and minimization procedures.

b. Framing, implementing and monitoring the risk management plan for the company.

c. Any other matter that may be entrusted to the Committee by the Board.

The frequency, agenda, duration, etc., for meetings of Risk Management Committee shall be as set by the
Chairman of the Committee. The Company has established effective risk assessment and minimization
procedures, which are reviewed by the board periodically. The procedures comprise of an in-house
exercise on Risk Management, carried out periodically by the Company, including the functioning of a
structure to identify and mitigate various risks faced by the Company from time to time.

The Risk Management Committee comprises of the following directors as its members as on 31^st March,
2025:

S.No.	Name of Director	Designation	Category
1.	Mr. Sushil Kumar	Chairman	Non-Executive Director	Independent
2.	Mr. Ashwin Dorairajan	Member	Non-Executive Director	Independent

3.

Mr. Sidharth Goyal

Member

Executive Director

The Company Secretary of the Company acts as the Secretary of the committee.

Your company has adopted a Risk Management Process in which a structure for risk identification and
analysis are in place for every department further within which origin of the risk is identify and updating
the same in risk registers if required.

These reports are consolidated and presented by the Chairman, to the Board of the Company. Your
Company adopts the methods and process to assess and analyze risk holistically, identifies all compliance
requirements and proactively develops measures to comply with such requirements. Your Company by
identifying and proactively addressing risks and opportunities, protects and creates value for stakeholders,
including owners, employees, customers, regulators, and society overall.

During the year under review, the Risk Management Committee met Two (2) time on 03/05/2024 and
25/10/2024. The details of attendance in committee meeting are as follows:

S. No	Date of Meeting	Total No of Members on date of meeting	Attendance
			Numbers of Members attended	% of Attendance
1.	03/05/2024	3	3	100
2.	25/10/2024	3	3	100

D. Stakeholders Relationship Committee

The Board has constituted the Shareholders/Investors Grievance Committee as per the provision of section
178 of Companies Act, 2013 and as per Regulation 20 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 to specifically look into the redressal of Shareholders complaints.

The Stakeholders Relationship Committee comprises of the following directors as its members as on 31^st
March, 2025:

S. No.	Name of Director	Designation	Category
1.	Mr. Sushil Kumar	Chairman	Non-Executive Independent Director
2.	Mr. Ashwin Dorairajan	Member	Non-Executive Independent Director
3.	Mr. Sidharth Goyal	Member	Executive Director

The Company Secretary of the Company acts as the Secretary of the committee.

During the year under review, the Stakeholders Relationship Committee met one time on 05/12/2024. The
details of attendance in committee meeting are as follows:

S. No	Date of Meeting	Total No of Members on date of meeting	Attendance
			Numbers of Members attended	% of Attendance
1.	05/12/2024	3	3	100

There were no investor’s complaints pending as on 31^st March, 2025.

12. Meeting of Independent Directors

The separate meeting of the Independent Directors was held on 12^th December 2024 inter alia, reviewed
the performance of the Chairman, Non-Independent Directors and Manager of the Company. The
Independent Directors in the said meeting also assessed the quality, quantity and timeliness of flow of
information between the Company Management and the Board to effectively and reasonably perform its
duties.

13. Accounting treatment in preparation of financial statements

The guidelines/ accounting standards lay down by the Institute of Chartered Accountants of India (ICAI)
and prescribed under Section 133 of the Companies Act, 2013 have been followed in preparation of the
financial statements of the Company in all material respects.

14. Risk Management

Your Company has laid down procedure to inform Board Members about the risk assessment and
minimization procedures. These procedures are being periodically reviewed to ensure that management
controls risk through the means of properly defined framework of the Company.

15. Particulars of Loans, Guarantees given and Investments made u/s 186 of the Companies Act,

2013 by the Company

The particulars of Loans, Guarantees and Investments made by the Company covered under the provisions
of Section 186 of the Companies Act, 2013 and Companies (Meetings of Board and its Power) Rules,

2014 are given in the notes to the Financial Statements.

16. Corporate Social Responsibility (CSR)

During the financial year under review, the provisions of Section 135 of the Companies Act, 2013 read
with rules framed thereunder, relating to Corporate Social Responsibility (CSR) were not applicable to the
Company.

17. Vigil Mechanism/Whistle Blower Policy

The Company has adopted a policy on Whistle Blower (Vigil Mechanism) with a view to provide a
mechanism for the directors and employees of the Company to report genuine concerns. The provisions of
this policy are in line with the provisions of the Section 177(9) and (10) of the Companies Act, 2013.

18. Compliance Officer

Ms. Darshna Agarwal, Company Secretary, is the Compliance Officer of the Company and can be
contacted at E-mail id at [e-mail]. Complaints or queries relating to the Shares can be
forwarded to M/s Beetal Financial Computer Services Private Limited, Company’s Registrar and Transfer
Agents at [e-mail].

19. Auditors

i. Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with Companies (Audit and
Auditors), Rules, 2014, M/s. R. C. Agarwal & Co., Chartered Accountants (Firm Registration No.
003175N) were appointed as Statutory Auditors of the Company by the shareholders at 40^thAnnual
General Meeting held on 27^th June, 2022 for the period of five (5) years to hold office from the conclusion
of 40^thAnnual General Meeting until the conclusion of 45^thAnnual General Meeting at such remuneration
as may be mutually agreed. The Auditors have confirmed that they are not disqualified from continuing as
Auditors of the Company.

The notes on accounts referred to in the auditors’ report are self-explanatory and therefore don’t call for any
further comments by the Board of Directors.

There are no qualifications, reservations or adverse remarks made by the Auditors in their report for the
financial year ended 31^st March, 2025.

ii. Secretarial Auditor

In pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the
Company, have appointed CS Divya Rani, Practicing Company Secretary (Certificate of Practice No.
26426), as the Secretarial Auditor to conduct an audit of the secretarial records for the financial year 2024¬
25, based on consent received from them. The Secretarial Audit Report for the financial year ended on
March 31, 2025 is annexed herewith marked as “Annexure-I” to this Report.

Further, based on the recommendation of the Audit Committee and the approval of the Board of Directors
of the Company, consent of the Company be and is hereby accorded for appointment of CS Divya Rani,
Practicing Company Secretary (COP No: 26426 Peer Review Certificate No: 6693/2025) as the
Secretarial Auditor of the Company for a period of five (5) years, commencing on April 01, 2025, until
March 31, 2030, to conduct a Secretarial Audit of the Company and to furnish the Secretarial Audit
Report.

There are no qualifications, reservations or adverse remarks made by Ms. Divya Rani, Practicing Company
Secretary in their report for the financial year ended 31^st March, 2025.

iii. Internal Auditor

In terms of Section 138 of the Act and Rules made there under, M/s J P K R & COMPANY, Chartered
Accountants (FRN: 330682E) was appointed as the Internal Auditor of the company for the Financial Year
2024-25, who is responsible for performance of duties as internal auditor of the company and their report
will be reviewed by the audit committee from time to time.

20. Extract of the Annual Return

As per the requirements of Section 92(3) of the Companies Act and Rules framed thereunder, the extract
of the Annual Return is available on website of the Company i.e.www.helpagefinlease.com.

21. Reporting of frauds

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

22. Corporate Governance

In Pursuant to Regulation 15(2)(a) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015, the provisions of Corporate Governance shall not apply, in respect of 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.

Since the paid-up share capital of the Company is Rs. 9,94,75,000 /- and net worth of the Company
is Rs. 15,32,79,855/- as at 31^st March, 2024. Hence, Regulation 17 to 27 of the Corporate Governance
is not applicable to the Company and the report on Corporate Governance is not provided in this 43^rd
annual report.

Further, it is hereby informed that the Company is not required to file Annual Compliance Report under
Regulation 24A of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015due
to the exemption claimed under Regulation 15(2) and pursuant to circular “LIST/COMP/12/2019-
20” dated 14.05.2019 issued by the BSE.

23. Particulars of Employees

The information required under Section 197 of the Act read with Rule 5 of The Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees)
Rules, 1975, the ratio of remuneration of each Director, Chief Financial Officer, Company Secretary of the

Company for the Financial year 2024-2025 is enclosed as “Annexure-II”.

24. Related Party Transaction

During the financial year, all contracts/arrangements/transactions entered by the Company with its related
parties were in ordinary course of business and on arms’ length basis and thus the provisions of Section
188 of the Companies Act, 2013 and the rules made there under are not attracted.

In this regard, the materially significant related party transactions, if any made by the Company with
Related Parties are in compliance with Section 188 (1) and Section 134 (3)(h) read with Rule 8 (2) of the
Companies (Accounts) Rules, 2014 of the Companies Act, 2013.

Further, the disclosure in form AOC-2 as provided in terms of section 134 of the Companies Act, 2013 is
enclosed as “Annexure-III”.

25. Particulars regarding the Conservation of Energy, Technology Absorption & Foreign
Exchange Earnings and Outgo

The Company has not engaged in any manufacturing activity and thus its operations are not energy
intensive. However, adequate measures are always taken to ensure optimum utilization and maximum
possible saving of energy.

There were no Foreign Exchange earnings and outgo during the financial year 2024-25.

26. Management Discussion and Analysis Report

Management Discussion and Analysis Report as required under the listing regulations forms part of this
Annual Report is annexed as “Annexure IV”.

27. Details of Significant and Material Orders passed by regulators or courts or tribunals

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

28. Disclosure about the applicability of Cost Audit specified by the central government under
section 148 of the Companies Act, 2013.

The provision of the section 148 of the Companies’ act, 2013 read with Rules 14 of the Companies (Audit
& Auditors) rules, 2014 is not applicable to the Company.

29. Code of Conduct and Ethics

The Board of Directors of the Company has adopted a Code of Conduct and Ethics for the Directors and
Senior Executives of the Company. The object of the Code is to conduct the Company’s business
ethically and with responsibility, integrity, fairness, transparency and honesty. The Code sets out a
broad policy for one’s conduct in dealing with the Company, fellow Directors and with the environment

in which the Company operates.

All the Board members and Senior Management personnel have affirmed compliance with the Code for
the year ended 31^st March 2025. A declaration to this effect signed by the Managing Director forms a
part of this Annual Report.

30. Statement pursuant to Listing agreements

The Company''s securities are listed with BSE Limited The Annual Listing Fees for the year 2024-2025 has
been paid by the Company in time and there were no arrears reported for the year under review.

31. RBI Compliances

The Company has complied with all the applicable regulations of RBI as on 31^st March, 2025.The
Company has duly filed all returns in accordance with Master Direction- Non-Banking Financial
Company Returns (Reserve Bank) Directions, 2016.

32. Compliance with the Secretarial Standards

The Company has complied with all the Secretarial Standards on Board Meetings and General Meetings
issued by the Institute of Company Secretaries of India (ICSI).

33. Internal Financial Control Systems and Their Adequacy

The Company possesses adequate internal controls to ensure that all assets are protected against loss from
unauthorized use or disposition and that all transactions are authorized, recorded and reported correctly.
An efficient Internal Audit department monitors adherence to these controls.

The Internal Auditor monitor and evaluates the efficacy and adequacy of internal control systems in the
Company, its compliance with the operating systems, accounting procedures and policies of the
Company.

Based on the report of Internal Auditor, the process owners undertake the corrective actions in their
respective areas and hereby strengthen the control. Significant audit observation and corrective actions
thereon are presented to the Audit Committee of the Board.

34. Proceeding pending under the Insolvency and Bankruptcy Code, 2016

There were no proceedings, either filed by the Company or against the Company, pending under the
Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or
other Courts as at 31^st March, 2025.

35. 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

The Company has neither availed any loan from banks or financial institution and hence there is no
application being ever made for One Time Settlement (OTS) with any banks or financial institution.

36. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition
And Redressal) Act, 2013:

The Company has zero tolerance for sexual harassment at the workplace and has adopted a Policy on
prevention, prohibition and redressal of sexual harassment in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act’)
and the Rules there under. There were no complaints/cases of sexual harassment reported during the
financial year 2024-25.

During the year under review, no complaints pertaining to sexual harassment at work place has
been received by the Company. The following is the status of complaints received and resolved
during the financial year:

S.No.	Particulars	Numbers
1.	Number of Sexual Harassment Complaints received	NIL
2.	Number of Sexual Harassment Complaints disposed off	NIL
3.	Number of Sexual Harassment Complaints	NIL
	pending beyond 90 days.

The above reflects the Company''s commitment to timely and effective redressal of complaints

37. Compliance with the Maternity Benefit Act, 1961

The Company duly complied with the provisions of the Maternity Benefit Act, 1961, including all
amendment thereto. All eligible women employees have been extended the benefits mandated
under the Act, including maternity leave medical bonus and nursing breaks. The Company
remains committed to promoting a supportive and inclusive workplace and ensure that no
discrimination or adverse action is taken against any employee on account of maternity.

38. Number of Employees as on the closure of financial year 2024-25

During the financial year under review, the total number of employees in the Company are as
follows:

S.No.	Particulars	Number
1.	Female	2
2.	Male	5
3.	Transgender	0

39. General Disclosures

Your directors state that no disclosure or reporting is required in respect of the following items as there
were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company.

3. There is no change in the nature of business of the Company during the year.

4. There were no material changes and commitments affecting the financial position of the Company
between the end of financial year and the date of the Report.

40. Acknowledgement

Your directors would like to express their sincere appreciation for the co-operation and assistance received
from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers, Customers
and other Business associates who have extended their valuable sustained support and encouragement
during the year under review.

Your directors take this opportunity to recognize and place on record their gratitude and appreciation for
the commitment displayed by all executives’ officers and staff at all levels of the Company. We look
forward for the continued support of every stakeholder in the future.

The Company operates only in a single segment of Business and as such no separate segment reporting is
required.

By the order of Board
For Helpage Finlease Limited

Sd/- Sd/-

Date: 26^th May, 2025 Ananyaa Pandey Sidharth Goyal

Place: Delhi Director Managing Director

DIN:06966851 DIN:02855118

---

Mar 31, 2024

Yourdirector’s have pleasure in presenting the 42^ndAnnualReport on the business and operations of the
Company along with the Audited financial statements for the financial year ended 31^st March, 2024.

1. FinancialHighlights

Your Company''s performance for the financial year ended 31st March, 2024 is summarized below:

<7n TNRt

Particulars	2023-24	2022-23
Revenue from Operations	45,513,756	27,971,900
Other Income	14,250	45,068
Total Income	45,528,006	28,016,968
Less: Total Expenses	32,431,898	18,766,956
Net Profit/(Loss) before Tax&Depreciation (PBDT)	13,096,108	9,250,013
Less: Depreciation	1,116,032	1,116,032
Net Profit/(Loss) after Depreciation before Tax (PBT)	11,980,076	8,133,981
Less: Current Tax	3,119,567	2,132,601
Deferred Tax	126,035	(85,017)
Profit after Tax	8,734,474	6,086,397

2. Dividend

The Board of Directors of your Company, after considering the relevant circumstances has decided that it
would be prudent, not to recommend any dividend for the year under review.

3. PublicDeposits

The Company has not accepted any public deposits during the period under review and it continues to be a
non-deposit taking Non-Banking Financial Company in conformity with the guidelines of the Reserve Bank
of India and the Companies (Acceptance of Deposits) Rules,2014.

4. State of Company’s Affairsand Future Outlooks

The Company is a Non-Banking Finance Company (NBFC) registered with Reserve Bank of India (RBI).
During the year, the Company has performed modestly despite of challenging economic conditions and

other related factors. The Directors are relentlessly striving for betterment of the business and growth of the
Company. They are optimistic about the future and expect the business to perform well in the forthcoming
year.

5. Review ofOperations

During the financial year under review, your Company achieved a turnover of INR 45,513,756/- (Four
Crore Fifty-Five Lakh Thirteen Thousand Seven Hundred and Fifty-Six Only)during the year as against INR
27,971,900/- (Two Crore Seventy-Nine Lakh Seventy-One Thousand Nine Hundred Only) in the previous
year. The Company has earned profit after tax of INR 11,980,076/- as against INR 8,133,981/- in the
previous financial year.

6. Transfer to GeneralReserve

An amount of Rs. 1,772,100/- has been transferred to Special Reserve as per the requirement underSection
45 IC of the Reserve Bank of India Act, 1934. The company has not transferred any amountto the general
reserves.

7. Subsidiaries, Joint Venture or AssociateCompanies

The Company does not have any Subsidiary, Joint Venture or Associate Company; hence provisions of
section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statements
are not applicable.

8. ShareCapital

a) Authorized ShareCapital:

During the period under review, there is no change in the authorized share capital of the Company. The
Authorized Share Capital of the Company is Rs. 11,00,00,000/-(Rupees Eleven Crore only) divided into
1,10,00,000 (One Crore Ten lakh only) equity shares of Rs. 10/-each for the year ended 31^st March, 2024.

b) Issue, Subscribed and paid-upcapital:

During the period under review, there is no change in the paid-up share capital of the Company.The paid-
up share capital of the Company is Rs. 9,94,75,000/- (Rupees Nine Crore Ninety-Four Lakh Seventy-Five
Thousand only) divided into 99,47,500 (Ninety-Nine lakh Forty-Seven Thousand Five Hundred only)
equity shares of Rs. 10/- each for the financial year ended 31^stMarch, 2024.

c) Buy back ofsecurities

The Company has not bought back any of its securities during the period under review.

d) BonusShares

No bonus shares were issued during the period under review.

e) Issue of Equity Shares underESOP

No Equity shares under ESOP were issued during the period under review.

9. Directors & Key Managerial Personnel(KMP)

A. Directors

The Composition of Board of Directors of the Company is in conformity with the provisions of the
Companies Act, 2013 (“the Act”) and the Listing Regulations, as amended from time to time.

The Board of Directors at present comprises of four (4) Directors out of which two (2) Directors are
Independent Directors. The Board’s actions and decisions are aligned with the Company’s best interests. It
is committed to the goal of sustainably elevating the Company’s value creation. The Board critically
evaluates the Company’s strategic direction, management policies and theireffectiveness.

Composition of Board as on 31^st March, 2024 as follows:

Name of the Director	Designation	Category
Mr. Sidharth Goyal	Managing Director & Chief Financial Officer	Promoter Executive
Mr. Ashwin Dorairajan	Independent Director	Non-Executive Independent
Ms. Ananyaa Pandey	Women Director	Non-Executive Non-Independent
Mr. Sushil Kumar*	Independent Director	Non-Executive Independent

*Mr. Sushil Kumar (DIN: 06770980) has been re-appointed as an independent director of the Company at
41^st Annual General Meeting held on 5^th July, 2023 to hold office for second term of five (5) consecutive
years.

i. Re-appointment of Managing Director

The Board of directors based on the recommendation of Nomination and Remuneration Committee, re¬
appoint Mr. Sidharth Goyalas a Managing Director of the Company w.e.f. 31^st August, 2024 in its meeting
held on 26^th June, 2024 for the period of five (5) years subject to approval of members in the ensuring
Annual General Meeting.

Brief resume and other details as stipulated underRegulation 36(3) of SEBI LODR and Secretarial
Standard-2 issued by The Institute of Company Secretaries ofIndia for re appointment of Mr. Sidharth
Goyal,Managing Director is given in the notice convening the ensuing AGM, which forms part of the
Annual report.

ii. Retirement of Director by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Sidharth Goyal (DIN:
02855118)retires byrotation at the ensuring Annual General Meeting and being eligibleoffered himself for
re-appointment.

Brief resume and other details as stipulated underRegulation 36(3) of SEBI LODR and Secretarial
Standard-2 issued by The Institute of Company Secretaries ofIndia for re appointment of Mr. Sidharth
Goyal, Managing Director is given in the notice convening the ensuing AGM, which forms part of the
Annual report.

iii. Statement on declaration given by IndependentDirectors

The Board of the Company consist of two Independent Directors and all the Independent Directors have
given the declaration that they meet the criteria of Independence as provided in section 149(6) of the
Companies Act 2013.

In the opinion of the Board, there has been no change in thecircumstances which may affect their status as
IndependentDirectors of the Company and the Board is satisfied of theintegrity, expertise, andexperience
of all Independent Directors on the Board.

In term of requirements of Schedule IV to the Companies Act, 2013 and regulation 25(3) of the SEBI
Listing Regulations, 2015, a separate meeting of the Independent Directors was held on 9^th October 2023
without the attendance of non-independent directors and members of Management, inter alia, to discuss
the following:

I. review the performance of non-independent directors and the Board as a whole;

II. review the performance of the Chairperson of the company, taking into account the views of
executivedirectors and non-executive directors;

III. assess 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.

iv. Performance evaluation at Board

In line with the provisions of section 134(3) of the Companies Act, 2013 and Rules madethereunder read
with the relevant provisions of the SEBI Listing regulations, 2015, the Board of directors has carried out
an annual performance evaluation of its own performance, individual directorsandthe Committees of the
Board. The manner in which the evaluation has been carried out explained hereunder:

The evaluations are based on questionnaire prepared which assessed the performance of the Board on
select parameters related to roles, responsibilities and obligations of the Board and functioning of the
Committees including assessing 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. The evaluation criteria for the Directors were based on their participation, contribution and
offering guidance to and understanding of the areas which are relevant to them in their capacity as
members of theBoard.

v. Policies on appointment of Directors and Remuneration

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy
for selection and appointment of Directors, KMP, Senior Management and their remuneration.

The objective and broad framework of the Remuneration Policy is to consider and determine the
remuneration, based on the fundamental principles of payment for performance, for potential, and for
growth. The Remuneration Policy reflects on certain guiding principles of the Company such as aligning
remuneration with the long-term interests of the Company and performance of the personnel, promoting a
culture of meritocracy and creating a linkage to corporate and individual performance, and emphasizing on
professional competence and market competitiveness so as to attract the best talent. It also ensures the
effective recognition of performance and encourages a focus on achieving superior operational results.

The Nomination and Remuneration Committee recommends the remuneration of Directors and Key
Managerial Personnel, which is then approved by the Board of Directors, subject to the approval of
shareholders, wherever necessary. The level and composition of remuneration shall be reasonable and
sufficient to attract, retain and motivate the directors, key managerial personnel and other employees of the
Company required running the Companysuccessfully.

vi. Meetings of the Board

During the Financial year 2023-24, the Board met five (5) times. The meetings were held as on
18/04/2023, 18/05/2023, 11/08/2023, 10/11/2023 and 08/02/2023, the necessary quorum was present
through the meetings.The maximum interval between any twomeetings did not exceed 120 days.

S. No	Name of the Director	No. of Board Meeting held during the year	No. of Meetings attended during the year	Whether attended Last AGM
1.	Mr. Sidharth Goyal	5	5	Yes
2.	Ms. Ananyaa Pandey	5	5	No
3.	Mr. Sushil Kumar	5	5	Yes
4.	Mr. Ashwin Dorairajan	5	5	No
5.	Ms. Megha Dhruv	5	5	Yes

The 41^stAnnual General Meeting of the Company was held on 05^th July, 2023.

B. Key ManagerialPersonnel

The Details of Key Managerial Personnel of the Company are mentioned below:

• Mr. Sidharth Goyal, Managing Director & Chief Financial Officer.

• Ms. MeghaDhruv (M.No. A67545), Company Secretary & Compliance Officer (Resigned
w.e.fFebruary 17, 2024)

During the Financial year 2023-24, Ms.Megha Dhruvhas resigned from the post of Company Secretary
and Compliance Officer w.e.f. 17^th February, 2024.In order for smooth compliances,the Board has
appointed Mr. Hemant Chauhan (M.No. A61772) as Company Secretary and Compliance Officer on May
16, 2024.

However, Mr. Hemant Chauhan (M.No. A61772) has resigned from the post of Company Secretary and
Compliance Officer w.e.f.14^thJune, 2024due to some personal reason.

As on the date of the report, based on the recommendation of the Nomination and Remuneration
Committee of the Board, the Board has appointed Ms. Darshna Agarwal (M.No. A73854) as Company
Secretary & Compliance Officer and KMP of the Company w.e.f. 17^th June, 2024.

10. Directors’ ResponsibilityStatement

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company confirm
that:

• in the preparation of the annual accounts for the financial year ended 31^stMarch, 2024, the applicable
accounting standards have been followed along with proper explanation relating to material departures;

• they have selected such accounting policies and applied them consistently and made judgement 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 of the Company for thatperiod.

• they have taken proper and sufficient 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 otherirregularities.

• they have prepared the annual accounts on a ''going concernbasis.

• they have laid down internal financial controls to be followed by the company and that such internal
financial controls are adequate and were operating effectively.

• they have devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operatingeffectively.

11. Committees of the Board

The Board has constituted the following Committees of the Board with specific terms of reference as per
the requirements of the SEBI Listing Regulations and the Companies Act, 2013:

A. AuditCommittee

B. Nomination and RemunerationCommittee

C. Risk ManagementCommittee

D. Stakeholders Relationship Committee

The Board is responsible for constituting, assigning, co-opting and fixing the terms of reference for
members of various committees.

A. Audit Committee

The Board has set up qualified and Independent Audit Committee in compliance with the requirements of
Regulation 18 of SEBI Listing Regulations read with Section 177 of the Companies Act, 2013.

The Audit Committee comprises of the following directors as its members as on 31^st March,2024:

S.N o.	Name of Director	Designation	Category
1.	Mr. Sushil Kumar	Chairman	Non-Executive Independent Director
2.	Mr. Ashwin Dorairajan	Member	Non-ExecutiveIndependent Director
3.	Ms. Ananyaa Pandey	Member	Non-Executive Director

During the period under review, the Audit Committee met Four (4) times on18.05.2023, 11.08.2023,
10.11.2023 and 08.02.2024.The details of attendance in committee meetings are as follows:

S. No	Date of Meeting	Total Number of members of the Committee associated as on the date of meeting	Attendance
			Numbers ofDirectors Attended	% of Attendance
1.	18.05.2023	3	3	100
2.	11.08.2023	3	3	100
3.	10.11.2023	3	3	100
4.	08.02.2024	3	3	100

Terms of reference

The Audit Committee has been constituted pursuant to the provisions of Section 177 of the Companies
Act, 2013 and Regulation 18 of SEBI Listing Regulation. The Audit Committee reviews the financial
accounting policies, adequacy of internal control systems and interacts with the statutory auditors. Besides,
the Committee reviews the observations of the management and internal/ external auditors, interim and
annual financial results, Management discussion and analysis of financial condition and results of

operations, and related party transactions. The other roles of Audit Committee, inter- alia includes
thefollowing:

i. the recommendation for appointment, remuneration and terms of appointment of auditors of
thecompany;

ii. review and monitor the auditor’s independence and performance, and effectiveness of auditprocess;

iii. examination of the financial statement and the auditors’ reportthereon;

iv. approval or any subsequent modification of transactions of the company with related parties;

v. scrutiny of inter-corporate loans andinvestments;

vi. valuation of undertakings or assets of the company, wherever it isnecessary;

vii. evaluation of internal financial controls and risk managementsystems;

viii. monitoring the end use of funds raised through public offers and relatedmatters.

B. Nomination and Remuneration Committee

The Nomination and Remuneration Committee has been constituted pursuant to the provisions of Section
178 of the Companies Act, 2013 and Regulation 19 of SEBI Listing Regulation.

The Nomination and Remuneration Committee comprises of the three non-executivedirectors as its
members as on 31^st March, 2024:

S.No.	Name of Director	Designation	Category
1	Mr. Ashwin Dorairajan	Chairman	Non-ExecutiveIndependent Director
2	Mr. Sushil Kumar	Member	Non-Executive Independent Director
3	Ms. Ananyaa Pandey	Member	Non-Executive Director

The Company Secretary of the Company acts as the Secretary of the committee.

During the year under review, the Nomination &Remuneration Committee met One (1) timeon
09.10.2023.The details of attendance in committee meeting are as follows:

S.

Date of

Total Number of members

Attendance

No	Meeting	of the Committee associated as on the date of meeting	Numbers of Directors Attended	% of Attendance
1.	09.10.2023	3	3	100

Nomination & Remuneration Policy is uploaded on the website of the Company i.e., at
https://www.helpagefinlease.com/disclosure/

C. Risk ManagementCommittee

The Board has constituted the Risk Management Committee as per the requirements of the Companies
Act, 2013 along with applicable Rules and requirements of the Listing Regulations.

The Risk Management Committee lays down procedures:

a. To inform Board members about the risk assessment and minimizationprocedures.

b. Framing, implementing and monitoring the risk management plan for thecompany.

c. Any other matter that may be entrusted to the Committee by theBoard.

The frequency, agenda, duration, etc., for meetings of Risk Management Committee shall be as set by the
Chairman of the Committee. The Company has established effective risk assessment and minimization
procedures, which are reviewed by the board periodically. The procedures comprise of an in-house
exercise on Risk Management, carried out periodically by the Company, including the functioning of a
structure to identify and mitigate various risks faced by the Company from time to time.

The Risk Management Committee comprises of the followingdirectors as its members as on 31^st March,
2024:

S.No.	Name of Director	Designation	Category
1.	Mr. Sushil Kumar	Chairman	Non-Executive Independent Director
2.	Mr. Ashwin Dorairajan	Member	Non-Executive Independent Director
3.	Mr. Sidharth Goyal	Member	Executive Director

The Company Secretary of the Company acts as the Secretary of the committee.

Your company has adopted a Risk Management Process in which a structure for risk identification and
analysis are in place for every department further within which origin of the risk is identify and updating
the same in risk registers if required.

These reports are consolidated and presented by the Chairman, to the Board of the Company. Your
Company adopts the methods and process to assess and analyze risk holistically, identifies all compliance
requirements and proactively develops measures to comply with such requirements. Your Company by
identifying and proactively addressing risks and opportunities, protects and creates value for stakeholders,
including owners, employees, customers, regulators, and society overall.

During the year under review, the Risk Management Committee met one (1) time on07.11.2023.The
details of attendance in committee meeting are as follows:

S. No	Date of Meeting	Total Number of members of the Committee associated as on the date of meeting	Attendance
			Numbers of Directors Attended	% of Attendance
1.	07.11.2023	3	3	100

D. Stakeholders RelationshipCommittee

The Board has constituted the Shareholders/Investors Grievance Committee as per the provision of section
178 of Companies Act, 2013 and as per Regulation 20 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 to specifically look into the redressal of Shareholders complaints.

The Stakeholders Relationship Committee comprises of the followingdirectors as its members as on 31^st
March, 2024:

S.No.	Name of Director	Designation	Category
1.	Mr. Sushil Kumar	Chairman	Non-Executive Independent Director
2.	Mr. Ashwin Dorairajan	Member	Non-Executive Independent Director
3.	Mr. Sidharth Goyal	Member	Executive Director

The Company Secretary of the Company acts as the Secretary of the committee.

During the year under review, the Stakeholders Relationship Committee met one time on 07.11.2023.The
details of attendance in committee meeting are as follows:

S. No	Date of Meeting	Total Number of members of the Committee associated as on the date of meeting	Attendance
			Numbers of Directors Attended	% of Attendance
1.	07.11.2023	3	3	100

12. Meeting of Independent Directors

The separate meeting of the Independent Directors was held on 9th October 2023 interalia,reviewed the
performance of the Chairman, Non-Independent Directors and Manager of the Company.The Independent
Directors in the said meeting also assessed the quality, quantity andtimeliness of flow of information
between the Company Management and the Board to effectivelyand reasonably perform its duties.

13. Accounting treatment in preparation of financialstatements

The guidelines/ accounting standards lay down by the Institute of Chartered Accountants of India (ICAI)
and prescribed under Section 133 of the Companies Act, 2013 have been followed in preparation of the
financial statements of the Company in all materialrespects.

14. RiskManagement

Your Company has laid down procedure to inform Board Members about the risk assessment and
minimization procedures. These procedures are being periodically reviewed to ensure that management
controls risk through the means of properly defined framework of theCompany.

15. Particulars of Loans, Guaranteesgiven and Investments made u/s 186 of the Companies Act,

2013 bytheCompany

The particulars of Loans, Guarantees and Investments made by the Company covered under the provisions
of Section 186 of the Companies Act, 2013 and Companies (Meetings of Board and its Power) Rules,

2014 are given in the notes to the Financial Statements.

16. Corporate Social Responsibility(CSR)

As per the provisions of Section 135 of the Companies Act, 2013 read with rules framed thereunder, the
provisions of Corporate Social Responsibility (CSR) shall not applyfor the financial year under review.

17. VigilMechanism/Whistle Blower Policy

The Company has adopted a policy on Whistle Blower (Vigil Mechanism) with a view to provide a
mechanism for the directors and employees of the Company to report genuine concerns. The provisions of
this policy are in line with the provisions of the Section 177(9) and (10) of the Companies Act, 2013.

18. ComplianceOfficer

Ms. Darshna Agarwal, Company Secretary, is the Compliance Officer of the Company and can be
contacted at E-mail id at [e-mail]. Complaints or queries relating to the Shares can be
forwarded to M/s Beetal Financial Computer Services Private Limited, Company’s Registrar and Transfer

Agents at [e-mail].

19. Auditors

i. StatutoryAuditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with Companies (Audit and
Auditors), Rules, 2014, M/s. R. C. Agarwal & Co., Chartered Accountants (Firm Registration No.
003175N) were appointed as Statutory Auditors of the Companyby the shareholders at 40^thAnnual General
Meeting held on 27^th June, 2022 for the period of five (5) yearsto hold office from the conclusion of
40^thAnnual General Meeting until the conclusion of 45^thAnnual General Meeting at such remuneration as
may be mutually agreed.The Auditors have confirmed that they are not disqualified from continuing as
Auditors of the Company.

As per provision of Section 143(12) of the Companies Act, 2013, the Statutory Auditor has not reported
any instances of fraud by the Company, its officers or employees.

The notes on accounts referred to in the auditors’ report are self-explanatory and thereforedon’t call for any
further comments by the Board of Directors.

There are no qualifications, reservations or adverse remarks made by the Auditors in their report.

ii. SecretarialAuditor

In pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, Ms. Divya Rani, Practicing
Company Secretary (CP No: 26426) were appointed as Secretarial Auditorfor the financial year2023-
24.The Secretarial Audit Report for the financial year ended on March 31, 2024 isannexed herewith
marked as “Annexure-I” to this Report.

There are no qualifications, reservations or adverse remarks made by Ms. Divya Rani, Practicing Company
Secretary in their report for the financial year ended 31^stMarch, 2024.

iii. InternalAuditor

In terms of Section 138 of the Act and Rules made there under, M/s Manoj Rajput & Co., Chartered
Accountants (FRN: 037750N) was appointed as the Internal Auditor of the company for the Financial
Year 2023-24, who is responsible for performance of duties as internal auditor of the company and their
report will be reviewed by the audit committee from time to time.

20. Extract of the AnnualReturn

As per the requirements of Section 92(3) of the Companies Act and Rules framed thereunder,theextract
of the Annual Return is available on website of the Company i.e.www.helpagefinlease.com.

21. Corporate Governance

In Pursuant to Regulation 15(2)(a) of SEBI (Listing Obligations and Disclosure
Requirements)Regulations 2015, the provisions of Corporate Governance shall not apply, in respect
of 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.

Since the paid-up share capital of the Company is Rs. 9,94,75,000 /- and net worth of the Company
is Rs. 14,47,11,144/- as at 31^st March, 2024. Hence, Clause 27(submission of Quarterly Corporate
Governance Report) of LODRRegulations is not applicable to the Company and the report on
Corporate Governance is notprovided.

Further, it is hereby informed that the Company is not required to file Annual Compliance Report under
Regulation 24A of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015due
to the exemption claimed under Regulation 15(2) and pursuant to circular “LIST/COMP/12/2019-
20” dated 14.05.2019 issued by the BSE.

22. Particulars ofEmployees

The information required under Section 197 of the Act read with Rule 5 of The Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees)
Rules, 1975, the ratio of remuneration of each Director, Chief Financial Officer, Company Secretary of the
Company for the Financial year 2023-2024 is enclosed as “Annexure-II”.

23. Related PartyTransaction

During the financial year, all contracts/arrangements/transactions entered by the Company with its related
parties were in ordinary course of business and on arms’ length basis and thus the provisions of Section
188 of the Companies Act, 2013 and the rules made there under are not attracted.

In this regard, the materially significant related party transactions, if any made by the Company with
Related Parties are in compliance with Section 188 (1) and Section 134 (3)(h) read with Rule 8 (2) of the
Companies (Accounts) Rules, 2014 of the Companies Act, 2013.

Further, the disclosure in form AOC-2 as provided in terms of section 134 of the Companies Act, 2013 is
enclosed as “Annexure-III”.

24. Particulars regarding the Conservation of Energy, Technology Absorption & Foreign
Exchange Earnings and Outgo

The Company has not engaged in any manufacturing activity and thus its operations are not energy
intensive. However, adequate measures are always taken to ensure optimum utilization and maximum
possible saving of energy.

25. Management Discussion and AnalysisReport

Management Discussion and Analysis Report as required under the listing regulations forms part of this
Annual Reportis annexed as “Annexure IV”.

26. Details of Significant and MaterialOrders passed by regulators or courts or tribunals

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

27. DisclosureabouttheapplicabilityofCostAuditspecifiedbythecentralgovernmentundersection 148
of the Companies Act, 2013.

The provision of the section 148 of the Companies’ act, 2013 read with Rules 14 of the Companies (Audit
& Auditors) rules, 2014 is not applicable to the Company.

28. Code of Conduct and Ethics

The Board of Directors of the Company has adopted a Code of Conduct and Ethics for theDirectors and
Senior Executives of the Company. The object of the Code is to conduct theCompany’s business
ethically and with responsibility, integrity, fairness, transparency andhonesty. The Code sets out a broad
policy for one’s conduct in dealing with the Company,fellow Directors and with the environment in
which the Company operates.

All the Board members and Senior Management personnel have affirmed compliance with the Code for
theyear ended 31 March 2024. A declaration to this effect signed by the Managing Director forms a part
of thisAnnual Report.

29. Statement pursuant to Listingagreements

The Company''s securities are listed with Bombay Stock Exchange (BSE) Limited. The Annual Listing
Fees for the year 2023-2024 has been paid by the Company in time and there were no arrears reported for
the year under review.

30. RBICompliances

The Company has complied with all the applicable regulations of RBI as on March 31, 2024.The
Company has duly filed all returns in accordance with Master Direction- Non-BankingFinancial
Company Returns (Reserve Bank) Directions, 2016.

31. Compliance with the SecretarialStandards

The Company has complied with all the Secretarial Standards on Board Meetings and General Meetings
issued by the Institute of Company Secretaries of India (ICSI).

32. Internal Financial Control Systems and Their Adequacy

The Company possesses adequate internal controls to ensure that all assets are protected against loss from
unauthorized use or disposition and that all transactions are authorized, recorded and reported correctly.
An efficient Internal Audit department monitors adherence to these controls.

The Internal Auditor monitor and evaluates the efficacy and adequacy of internal control systems in the
Company, its compliance with the operating systems, accounting procedures and policies of the
Company.

Based on the report of Internal Auditor, the process owners undertake the corrective actions in their
respective areas and hereby strengthen the control. Significant audit observation and corrective actions
thereon are presented to the Audit Committee of the Board.

33. Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at the workplace and has adopted a Policy on
prevention, prohibition and redressal of sexual harassment in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act’)
and the Rules there under. There were no complaints/cases of sexual harassment reported during the
financial year 2023-24.

34. Proceeding pending under the Insolvency and Bankruptcy Code, 2016

There were no proceedings, either filed by the Company or against the Company, pending under the
Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or
other Courts as at 31 March, 2024.

35. 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

During the year, there were no transactions requiring disclosure or reporting in respect of matters
relating to instance of one-time settlement with any bank or financial institution.

36. GeneralDisclosures

Your directors state that no disclosure or reporting is required in respect of the following items as there
were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting orotherwise.

2. Issue of shares (including sweat equity shares) to employees of theCompany.

3. There is no change in the nature of business of the Company during the year.

4. There were no material changes and commitments affecting the financial position of the Company
between the end of financial year and the date of theReport.

37. Acknowledgement

Your directors would like to express their sincere appreciation for the co-operation and assistance received
from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers, Customers
and other Business associates who have extended their valuable sustained support and encouragement
during the year under review.

Your directors take this opportunity to recognize and place on record their gratitude and appreciation for
the commitment displayed by all executives’ officers and staff at all levels of the Company. We look
forward for the continued support of every stakeholder in the future.

The Company operates only in a single segment of Business and as such no separate segment reporting is
required.

By the order of Board
For Helpage Finlease Limited

Sd/- Sd/-

Date: 30^thMay, 2024 Ananyaa Pandey Sidharth Goyal

Place: Delhi Director Managing Director

DIN:06966851 DIN:02855118

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Mar 31, 2014

Dear Shareholders,

The directors have pleasure in presenting their Annual Report together with the Audited Statement of Accounts for the financial year ended on 31st March 2014.

FINANCIAL RESULTS (In Rs.) Particulars 2013-2014 2012-13

Income 729501.60 218429.13

Less: Total Expenditure 528748.72 166069.00

Net Profit/(Loss) before Tax & Depreciation (PBDT) 200752.88 52360.13

Less: Depreciation - -

Net Profit/(Loss) after Depreciation before Tax (PBT) 200752.88 52360.13

Less: Provision for Income Tax-Current 62032.64 17440.00

Profit after Tax 138720.24 34920.13

Statuary Reserves 35446.41 7702.37

MATERIAL CHANGES AFTER THE CLOSE OF FINANCIAL YEAR

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the end of the financial year of the Company-31st March, 2014.

DIVIDEND

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company, thus no dividend is being recommended for this year.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposit under Section 58A of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975.

CORPORATE GOVERNANCE

The Company believes that Corporate Governance report is a key element in improving efficiency, transparency, accountability and growth as well enhancing investor confidence. As per Clause 49 of the Listing Agreement with the Stock Exchange, a separate section on Corporate Governance forms part of the Annual Report.

A Certificate from the Statutory Auditors of the Company confirming compliance with the condition of Corporate Governance as stipulated under clause 49 of the Listing Agreement is given as Annexure to the Corporate Governance Report.

In accordance with the provisions of the Companies Act, 2013, Mr. Sidharth Goyal will retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

The Board of Directors has appointed Mr. Sidharth Goyal as Managing Director of the Company w.e.f. 2nd September, 2014 for a term of five years on the remuneration as recommended by the Nomination and Remuneration Committee and thereafter approved by the Board in their meeting held on 2nd September, 2014. The Board has also appointed Mr. Dilip Jain, Mr. Ashok Kumar as Independent Directors of the Company for a term of consecutive five years ending up to 31st March, 2019. In accordance with the provisions of section 149 of the Companies Act, 2013 all the independent directors will be non rotational. Accordingly, the proposal for the same is placed in the ensuing annual general meeting of the Company.

Mr. Sidharth Goyal is liable to retire by rotation and being eligible offer himself for re-appointment. Directors recommend their re-appointment.

Further in the same meeting, the Board in its meeting held on appointed Ms. Ananya Pandey as an Additional Director of the Company and in respect of whom the Company has received a notice in writing from a member proposing his candidature for the office of Director, be and is hereby appointed as Director of the Company, liable to retire by rotation. The Board of Directors recommend her re-appointment

SHARE CAPITAL

During the Financial Year ended March 31, 2014, the Authorised Share Capital of the Company has also been increased to Rs. 5,00,00,000 (Rs. Five Crore only) by creating 45,00,000 (Forty Five Lacs) Equity Shares of Rs. 10/- (Rs. Ten Only) each aggregating Rs. 4,50,00,000/- (Rs. Four Crore Fifty Lacs Only) which shall be ranking pari passu with the existing Equity Shares.

In compliance with the provisions of the Companies Act, Listing Agreement and SEBI (ICDR) Regulations, 2009, the Board of Director''s in their meeting held on 15th May, 2014 allotted 28,80,000 fully paid Equity Shares of Rs. 10/- (Rs. Ten Only) each to the various strategic investors.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors of the Company has constituted the following committees in terms of the provisions of the Companies Act and clause 49 of the listing agreement:

i. Audit Committee

Name of the Director Category

Mr. Dilip Jain Chairman (Non Executive Independent)

Mr. Ashok Kumar Member (Non Executive Independent)

Mr. Sidharth Goyal Member (Promoter & Executive)

II. Nomination and Remuneration Committee

Name of the Director Category

Mr. Ashok Kumar Chairman (Non Executive Independent)

Mr. Dilip Jain Member (Non Executive Independent)

Ms. Ananya Pandey Member (Non Executive Non Independent Director)

III. Stakeholders Relationship Committee

Name of the Director Category

Mr. Dilip Jain Chairman (Non Executive Independent)

Mr. Ashok Kumar Member (Non Executive Independent)

Mr. Sidharth Goyal Member (Promoter & Executive)

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

The Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 as required under Section 217(1) (e) are not applicable to our industry; hence no statement for disclosure has been made. There was no foreign exchange earnings and outgo during the year under review.

PARTICULARS OF EMPLOYEES

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under Section 217(2) of the Companies Act, 1956 (Particulars of Employees) Rules, 1975, and hence no particular are required to be disclosed in this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of provisions of Section 217 (2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanation obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon, your Directors confirm that:

a) That in the preparation of the Annual Accounts for the financial year ended on 31st March, 2014, the applicable Accounting Standards had been followed along with proper explanation relating to the material departures.

b) That the Directors had selected such Accounting policies and applied them consistently and made judgements 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 of the Company for that period.

c) That the Directors had 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 or other irregularities.

d) That the Directors had prepared the Annual Accounts on a going concern basis.

AUDITORS'' REPORT

The Observations of the Statutory Auditors in their report read together with the Notes on Annual Accounts are self explanatory and therefore do not call for any further explanation.

STATUTORY AUDITORS

M/s. K R A & Co., Chartered Accountants, Auditors of the Company are due to retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. Members are requested to consider re-appointing them and to authorize the Board of Directors to fix their remuneratin.teh Auditors under provisions of Companies Act 1956, have furnished a certificate of eligibility for re-appointment.

LISTING OF SHARES

The Equity Shares of the Company is listed on the Delhi Stock Exchange. These shares were not traded during the year under review as the trading of Shares was not taking place at the exchange. The annual listing fee for the financial year 2014-15 has been duly paid to the Exchange.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Bodies, stakeholders including Financial Institutions, Distributors, various other Government Departments and its valued business associates who have extended their valuable sustained support and encouragement during the year.

Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company. We look forward to your continued support in the future.

By Order of the Board For Helpage Finlease Limited

Place: New Delhi Siddharth Goyal Date: 4th September, 2014 Chairman

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Mar 31, 2013

Dear Members,

The directors have pleasure in presenting their 30th Annual Report together with the Audited Statement of Accounts for the year ended on 31st March 2013.

1. FINANCIAL RESULTS

(In

Rs.)

Particulars 2012-2013 2011-12

Income 218,429.13 188492.42

Less: Total Expenditure 166069.00 185150.73

Net Profit/(Loss) before Tax 52360.13 3341.69 & Depreciation (PBDT)

Less: Depreciation - - Net Profit/(Loss) after 52360.13 3341.69 Depreciation before Tax (PBT)

Less: Provision for Income Tax-Current 17440.00 1704.34 Profit after Tax 34920.13 1637.35

2. DIVIDEND

Your directors do not recommend any dividend for this year..

3. PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposit under Section 58A of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975.

4. DIRECTORS

In terms of the provisions of the Companies Act, 1956, and Articles of Association of the Company, Mr. Sidharth Goyal, Director of the Company retires by rotation and being eligible, has offered himself for re-appointment.

Pursuant to the Provisions of Section 260 of the Companies Act, 1956 and Articles of Association of the Company, Mr Dilip Jain & Mr. Ashok Kumar were appointed as Additional Directors of the Company w.e.f. 30th April 2013 & 30th August 2013 respectively and shall hold office until the date of the ensuing Annual General Meeting.

Your Company has received a notice in writing proposing his candidature along with the requisite deposit pursuant to the provisions of Section 257 of the Companies Act, 1956. The brief resume of the Directors proposed to be appointed/re-appointed and other details as

stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, are provided in the Notice for convening the Annual General Meeting.

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

The Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 as required under Section 217(1) (e) are not applicable to our industry; hence no statement for disclosure has been made. There was no foreign exchange earnings and outgo during the year under review.

6. PARTICULARS OF EMPLOYEES

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under Section 217(2) of the Companies Act, 1956 (Particulars of Employees) Rules, 1975, and hence no particular are required to be disclosed in this Report.

7. DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of provisions of Section 217 (2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanation obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon, your Directors confirm that:

a) That in the preparation of the Annual Accounts for the financial year ended on 31st March, 2013, the applicable Accounting Standards had been followed along with proper explanation relating to the material departures.

b) That the Directors had selected such Accounting policies and applied them consistently and made judgements 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 losses of the Company for that period.

c) That the Directors had 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 or other irregularities.

d) That the Directors had prepared the Annual Accounts on a going concern basis.

8. AUDITORS'' REPORT

The Observations of the Statutory Auditors in their report read together with the Notes on Annual Accounts are self explanatory and therefore do not call for any further explanation.

9. STATUTORY AUDITORS

M/S Y.K. Gupta & Co Chartered Accountants, the existing Statutory Auditors have expressed their unwillingness to continue as Statutory Auditors of the Company, therefore, creating casual vacancy in the Office of Directors. The Board has recommended the

appointment of M/S K.R.A& Co as Statutory Auditors in place of M/S Y.K. Gupta & Co to hold office until the conclusion of the forthcoming Annual General Meeting.

The Certificate from the Statutory Auditors has been received to the effect that their appointment, if made would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956 and they are not disqualified for appointment/re-appointment with in the meaning of Section 226 of the said Act.

10. LISTING OF SHARES

The Equity Shares of the Company is listed on the Delhi Stock Exchange. These shares were not traded during the year under review as the trading of Shares was not taking place at the exchange.

11. CORPORATE GOVERNANCE

The Company believes that Corporate Governance report is a key element in improving efficiency, transparency, accountability and growth as well enhancing investor confidence. As per Clause 49 of the Listing Agreement with the Stock Exchange, a separate section on Corporate Governance forms part of the Annual Report.

A Certificate from the Statutory Auditors of the Company confirming compliance with the condition of Corporate Governance as stipulated under clause 49 of the Listing Agreement is given as Annexure to the Corporate Governance Report.

12. ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Bodies, stakeholders including Financial Institutions, Distributors, various other Government Departments and its valued business associates who have extended their valuable sustained support and encouragement during the year.

Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company. We look forward to your continued support in the future. By Order of the Board For Helpage Finlease Limited

Sidharth Goyal (Chairman)

Place :New Delhi Date :30th August 2013

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Mar 31, 2012

Dear Members,

The directors have pleasure in presenting their 30th Annual Report together with the Audited Statement of Accounts for the year ended on 31st March 2012.

1. FINANCIAL RESULTS

(In Rs.)

Particulars 2011-2012 2010-11

Income 188492.42 34180.00

Less: Total Expenditure 185150.73 32408.08

Net Profit/(Loss) before Tax & 3341.69 1771.92 Depreciation (PBDT)

Less: Depreciation 0 0

Net Profit/(Loss) after Depreciation 3341.69 1771.92 before Tax (PBT)

Less: Provision for Income Tax-Current 1704.34 1625.00 & Transfer to Reserve

Profit after Tax 1637.35 146.92

2. DIVIDEND

Your directors do not recommend any dividend for this year.

3. PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposit under Section 58A of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975.

4. DIRECTORS

In terms of the provisions of the Companies Act, 1956, and Articles of Association of the Company, Mr. Anil Kumar Goyal, Director of the Company retires by rotation and being eligible, has offered himself for re-appointment. Your directors recommend his re-appointment as per the provisions of the Companies Act, 1956.

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

The Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 as required under Section 217(1) (e) are not applicable to our industry; hence no statement for disclosure has been made. There was no foreign exchange earnings and outgo during the year under review.

6. PARTICULARS OF EMPLOYEES

During the financial year under review, none of the Company''s employees was in receipt of remuneration as prescribed under Section 217(2) of the Companies Act, 1956 (Particulars of Employees) Rules, 1975, and hence no particular are required to be disclosed in this Report.

7. DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of provisions of Section 217 (2AA) of the Companies Act, 1956, and to the best of their knowledge and belief and according to the information and explanation obtained by them and save as mentioned elsewhere in this Report, the attached Annual Accounts and the Auditors'' Report thereon, your Directors confirm that:

a) That in the preparation of the Annual Accounts for the financial year ended on 31st March, 2012, the applicable Accounting Standards had been followed along with proper explanation relating to the material departures.

b) That the Directors had selected such Accounting policies and applied them consistently and made judgements 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 losses of the Company for that period.

c) That the Directors had 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 or other irregularities.

d) That the Directors had prepared the Annual Accounts on a going concern basis.

8. AUDITORS'' REPORT

The Observations of the Statutory Auditors in their report read together with the Notes on Annual Accounts are. self explanatory and therefore do not call for any further explanation.

9. STATUTORY AUDITORS

M/s Mittal Bansal & Associates., Chartered Accountants, the existing Statutory Auditors have expressed their unwillingness to continue as Statutory Auditors of the Company, therefore, creating casual vacancy in the Office of Directors. The Board has recommended the appointment of M/S Y.K. Gupta & Co as Statutory Auditors in place of M/s Mittal Bansal & Associates to hold office until the conclusion of the forthcoming Annual General Meeting.

The Certificate from the Statutory Auditors has been received to the effect that their appointment, if made would be within the limits prescribed under Section 224(lB)of the Companies Act, 1956 and they not disqualified for appointment/re-appointment with in the meaning of Section 226 of the said Act.

10. LISTING OF SHARES

The Equity Shares of the Company is listed on the Delhi Stock Exehange. these shares were not traded during the year under review as the trading of Shares was not taking place at the exchange.

11. CORPORATE GOVERNANCE

The Company believes that Corporate Governance report is a key element in improving efficiency, transparency, accountability and growth as well enhancing investor confidence. As per Clause 49 of the Listing Agreement with the Stock Exchange, a separate section on Corporate Governance forms part of the Annual Report.

A Certificate from the Statutory Auditors of the Company confirming compliance with the condition of Corporate Governance as stipulated under clause 49 of the Listing Agreement is given as Annexure to the Corporate Governance Report.

12. ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Bodies, stakeholders including Financial Institutions, Distributors, various other Government Departments and its valued business associates who have extended their valuable sustained support and encouragement during the year.

Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company. We look forward to your continued support in the future.

By Order of the Board For Helpage Finlease Limited

Sidharth Goyal Place: New Delhi Date: 28th August, 2012

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Mar 31, 2011

DEAR Members,

The directors hereby present their 29th Annual Report together with the Audited annual Accounts for the Year ended 31-03-2011.

FINANCIAL RESULTS

During the year under review, the total turnover of the Company is Rs. 34180/-. After meeting all the expenses and depreciation, your Company has earned profit of Rs. 196.92/- Your directors expect better performance next year.

DIVIDEND

Your directors do not recommend any dividend for this year.

FIXED DEPOSITS

During the period under report the Company neither invited nor accepted any deposit from the public.

DIRECTORS

During the year Mr. Anil Kumar Goyal has been appointed as the Director of the Company w.e.f. 02/04/2010.

Further, Mr. Ashok Kumar Gupta ceased to be the ''director of the Company w.e.f. 07/04/2010. The Board wishes to place on record its sincere appreciation for the valuable services rendered by them during their tenure.

AUDITORS

M/s Mittal Bansal & Associates, Chartered Accountants, auditors of the Company retires at the conclusion of this annual general meeting and being eligible, offer themselves for re-appointment

NOTES ON ACCOUNTS

The observations of the Auditors and the notes on account are self-explanatory.

PARTICULARS OF EMPLOYEES

There was no such person employed by the Company whose particulars are required to be given by the section 217(2A) of the Companies Act, 1956 read with the particulars of employees rules, 1975.

PRUDENTIAL NORMS FOR NBFCs

Your Company has complied with the latest guidelines of RBI for recognition of income, Assets, classifications, provisioning for non-performing assets.

COMPLIANCE CERTIFICATE

A Certificate issued by RACHNA BHASIN, Practicing Company Secretary in terms of the Provisions of Section 383A of the Companies Act, 1956 to the effect that the Company has complied with the applicable provisions of the said Act, is attached to this report.

ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION

The particulars as prescribed under section 217(l)(e) of the Act, read with companies (Disclosure of Particulars in The Report of Board of Directors) Rules, 1988 in relation to Conservation of Energy and Technology Absorption are not applicable to your company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year the foreign exchange earnings and foreign exchange utilizations were NIL.

DIRECTOR''S RESPONSIBILITY STATEMENT

The Directors confirm:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

2. That they 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 of the Company for that period.

3. That they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 and for preventing and

detecting frauds and other irregularities.

4. That they have prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENT

Your director wish to place on record their gratitude for the valuable assistance and confidence provided to the company by all the business associates and appreciation to all sections of the employees for their sincere services..

By order of the Board of Directors

(Sidharth Goyal) CHAIRMAN DIN- 02855118

PLACE :New Delhi DATE :16.05.2011