Directors Report of Lead Financial Services Ltd.

Mar 31, 2024

The Board of Directors of the Company are pleased to present their 31^st (Thirty First) Board’s Report
(“Report”) on the business and operations of, Lead Financial Services Limited (“the Company”)
together with the Audited Financial Statements for the financial year ended March 31, 2024.

1. Financial Performance

The Financial results of the Company during the period ended on 31^st March 2024 along with
previous year’s figures are given hereunder:

in T AYrpnt F.PSl^

PARTICULARS		CURRENT YEAR	PREVIOUS YEAR
		(2023-24)	(2022-23)
1.	Total Income	53.90	35.26
	Less: i) Operating, Administrative & other Exp.	20.25	16.53
2.	Earnings before interest and depreciation
	Less: i) Interest	0.20	0.85
	ii) Depreciation	0.10	-
3.	Profit/(Loss) before Extra-ordinary item	33.35	17.89
	Add: Extra-ordinary item	-	-
4.	Profit/(Loss) before Tax	33.35	17.89
	Less: Provision for Tax
	i) Current Tax	6.04	-
	ii) Deferred Tax	2.61	3.59
5.	Profit/(Loss) after Tax	24.70	14.30
	Add: Other Comprehensive Income (OCI)	0.67	(0.23)
6.	Total Comprehensive Income	25.37	14.07
7.	Equity Capital	330.00	330.00
8.	Earnings Per Share-Basic & Diluted	0.75	0.43

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

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

2. State of Affairs:

Lead Financial Services Limited is a non-deposit-taking non systemically important Non-Banking
Financial Company (NBFC-ND-NSI) registered with the Reserve Bank of India (RBI) and
incorporated in 1993 and obtained a certificate of registration from Reserve Bank of India dated 13^th
June 2006 to carry on the business of non-banking financial institutions without accepting public
deposits under Section 45I-A of the RBI Act, 1934. The Company has been categorised as Base
Layer NBFC under the Scale-Based Regulatory framework for NBFCs introduced by the RBI,
effective from 19^th October 2023. During the Financial year under review, your company achieved a
Total Income of Rs. 53.90 Lakh as compared to Rs. 35.26 Lakh in the previous year. Net Profit (after
tax) for the year is Rs. 24.70 Lakh as compared to Net profit (after tax) of Rs. 14.30 Lakh in the
previous year.

3. Dividend

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

4. Reserves and Surplus/ other Equity

Reserves and Surplus / Other Equity as at 31^st March 2024 were Rs. 261.50 Lakh. The Company has
transferred Rs. 4.94 Lakh to the Statutory Reserve.

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

5. Management Discussion and Analysis

Management Discussion and Analysis Report for the financial year 2023-24 as stipulated under
SEBI Listing Regulations forms an integral part of the Annual Report as covered in the head
‘Management Discussion and Analysis’ (“MD &A”) and annexed as Annexure A.

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

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

7. Change in the nature of business

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

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

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

9. Details of Subsidiary/Joint Ventures/Associate Companies

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

10. Deposits

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

11. Auditors

> Statutory Auditors

M/s B G G & Associates, Chartered Accountants (ICAI Firm Registration Number: 016874N), New
Delhi, were appointed as statutory auditors of the company to hold office for a period of 5
consecutive years, commencing from the conclusion of the 29^th Annual General Meeting ("AGM")
held on 26^th September 2022 till the conclusion of the 34^th AGM of the Company to be held in the
financial year 2027.

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

> Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed
M/s ATG & Co. (formerly known as M/s Pooja Anand & Associates), Company Secretaries to
undertake the Secretarial Audit of the company.

> Internal Auditors

Mr. Shanker Mishra performed the duties of internal auditor of the Company for the financial year
ended on 31^st March 2024. The report given by the internal auditor has been reviewed by the audit
committee at regular intervals.

12. Statutory Auditor’s Report

The reports given by the Statutory Auditors on the Financial Statements of the Company for the
financial year ended March 31, 2024, form part of the Annual Report. There are no observations
(including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their
Audit Report.

13. Secretarial Audit Report

The Secretarial Audit Report for the financial year ended 31^st March 2024 as submitted by
Secretarial Auditor in Form MR-3 is annexed to this Report as Annexure B.

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

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

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

15. Directors, Key Managerial Personnel and Management:

(i) Composition

At the end of the financial year 31^st March 2024, the Board consisted of an optimum combination of
Executive & Non-Executive Directors. Mr. Padam Chandra Bindal, Promoter and Director of the
Company is a Non-Executive Chairman. The Board of Directors as on 31^st March 2024 are as
follows:

S. No.	Name of the Director	Designation	Category	Original Date of appointment
1.	Mr. Padam Chandra Bindal	Chairman and Director	Non-Executive, Non¬ Independent Director	28/11/1994
2.	Mrs. Suman Bindal	Director	Non-Executive, Non¬ Independent Director	29/06/2020

3.	Mr. Pradeep Kumar Jain1	Director	Non-Executive, Independent Director	10/03/2007
4.	Mr. Jitender Kumar Sharma	Director	Non-Executive, Independent Director	29/09/2018

* In the 26^th AGMheld on 28^th September, 2019, Mr. Pradeep Kumar Jain was re-appointed as Non¬
Executive Independent Director of the Company for a second term of five consecutive years, his
tenure would be completing on 28^th September, 2024.

A) Changes in Directors

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

> The Board of Directors of the Company at their meeting held on 24^th August, 2024, based on the
recommendation of the Nomination and Remuneration Committee (‘NRC’), proposed the
appointment of Mr. Naresh Kumar Bhutani (DIN: 02738620) as an Independent Director, not
liable to retire by rotation, who shall hold office for a term of five consecutive years with effect
from the conclusion of the ensuing Annual General Meeting i.e. 25^th September, 2024 till 24^th
September, 2029.

B) Changes in Key Managerial Personnel

As on 31^st March 2024, Mr. Sudesh Gupta, Chief Executive Officer, Mr. Atul Vaibhav, Chief
Financial Officer and Ms. Kriti Jain, Company Secretary were the Key Management Personnel of
the Company.

However, Ms. Kriti Jain who was appointed as Company Secretary & Compliance Officer of the
company w.e.f. 23^rd May, 2023, resigned from her position due to personal reasons w.e.f. 24^th
May, 2024.

(ii) Declaration by Independent Director(s)

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

a. they continue to fulfill the criteria of independence as required pursuant to Section 149(6) read
with Schedule IV of the Companies Act, 2013 and Regulation 16 and 25 of the SEBI Listing
Regulations;

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

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

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

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

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

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

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

(i) the Board as a whole,

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

(iii) various Committees of the Board.

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

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

Performance evaluation of the Board and Committees

The performance of the Board was evaluated by the Board Members after considering inputs from
all the Directors primarily on: ¹

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

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

• Engagement in ethics and compliance with the Company’s code of conduct.

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

• Appropriateness of size and composition;

• Clarity of mandate and well-defined strategy;

• Reporting to the Board on the Committee’s activities;

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

Performance Evaluation of Individual Directors:

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

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

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

• Director has ability to remain focused at a governance level in Board/ Committee meetings.

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

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

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

• Open and effective participation in Board discussions;

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

Performance Evaluation of Chairman

• Display of effective leadership qualities and skill;

• Implementation of observations/ recommendations of Board Members;

• Effective and timely resolution of grievances of Board Members;

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

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

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

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

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

(c) the quality, quantity and timeliness of flow of information between the company management
and the Board that is necessary for the Board to effectively and reasonably perform their
duties.

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

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

16. Number of meetings of the Board of Directors

During the financial year ended 31^st March 2024, 6 (Six) meetings of the Board were held, as follows:

S. No.	Dates of Board Meeting	Board Strength	No. of directors present
1.	May 12, 2023	4	4
2.	May 23, 2023	4	4
3.	August 08, 2023	4	4
4.	August 24, 2023	4	4
5.	November 09, 2023	4	4
6.	February 07, 2024	4	4

The intervening gap between the two consecutive Board meetings was within the period prescribed
period of 120 days as specified under the provisions of Section 173 of the Companies Act 2013 and
SEBI Listing Regulations.

17. Committee of the Board

The Board has constituted three Committees of the Board;

(1) Audit Committee,

(2) Nomination and Remuneration Committee,

(3) Stakeholders’ Relationship Committee.

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

A. Audit Committee

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

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

Five meetings of the Audit Committee were held during the financial year 2023-24 on May 12,
2023, August 08, 2023, August 24, 2023, November 09, 2023, and February 07, 2024.

The composition of the Audit Committee as on March 31, 2024, including the attendance of the
committee members at the meetings held during the financial year is as follows:

Name of Members	Category	Designation	Number of Meetings during the Financial Year 2023-24
			Held during tenure of Member/Chairman	Attended
Mr. Pradeep Kumar Jain2	Independent Director	Chairman	5	5
Mr. Jitender Kumar Sharma	Independent Director	Member	5	5
Mr. Padam Chandra Bindal	Non-Executive Director	Member	5	5

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

Nomination and Remuneration Policy

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

The Company firmly believes in attracting and retaining high caliber talent. The Nomination and
remuneration policy, therefore, takes into account the competitive circumstances so as to attract &
retain quality talent. As per the provisions of Section 178(3) of the Companies Act, 2013 and
Regulation 19 read with Part D of Schedule II of the Listing Regulations and Scale Based
Regulation framework issued by the Reserve Bank of India (“RBI”) and as per the Guidelines on
Compensation of Key Managerial Personnel and Senior Management in NBFCs Issued by RBI, on
the recommendation of the Nomination & Remuneration Committee of the Company, the Board of
Directors has approved a policy which lays down a framework in relation to appointment and
remuneration of Directors, Key Managerial Personnel/ Senior Management and their remuneration
including criteria for determining qualifications, positive attributes, independence etc.

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

One meeting of N & R Committee was held during the year 2023-24 on May 23, 2023.

The composition of Nomination & Remuneration Committee as on March 31, 2024 including the
attendance of the committee members at the meeting held during financial year is as follows:

Name of Members	Category	Designation	Number of Meetings during the Financial Year 2023-24
			Held during tenure of Member/Chairman	Attended
Mr. Jitender Kumar Sharma	Independent Director	Chairman	1	1
Mr. Pradeep Kumar Jain*	Independent Director	Member	1	1

Mr. Padam	Chandra	Non-Executive	Member	1	1
Bindal		Director

* The second term of five consecutive years of Mr. Pradeep Kumar Jain, Non- Executive
Independent Director of the Company would be completing on 28^th September, 2024.

C. Stakeholder Relationship Committee

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

The Stakeholder’s Relationship Committee is primarily responsible to review all matters connected
with the Company’s transfer/transmission of securities and redressal of shareholder’s / investor''s /
security holder''s complaints transposition, issue of duplicate share certificates, approval of
demat/remat of share certificates, issue of duplicate share/debenture certificates and services being
rendered by the Registrar & Share Transfer Agent.

Four meetings of the Stakeholder’s Relationship Committee were held during the financial year
2023-24 on May 12, 2023, August 08, 2023, November 09, 2023, and February 07, 2024.

The composition of the Stakeholder Relationship Committee as on March 31, 2024, including the
attendance of the committee members at the meeting held during the financial year is as follows:

Name of Members	Category	Designation	Number of Meetings during the Financial Year 2023-24
			Held during tenure of Member / Chairman	Attended
Mr. Jitender Kumar Sharma	Independent Director	Chairman	4	4
Mr. Pradeep Kumar Jain*	Independent Director	Member	4	4
Mr. Padam Chandra Bindal	Non-Executive Director	Member	4	4

* The second term of five consecutive years of Mr. Pradeep Kumar Jain, Non- Executive
Independent Director of the Company would be completing on 28^th September, 2024.

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

18. Vigil Mechanism and Whistle Blower Policy:

The Company promotes ethical behavior in all its business activities and has put in place a
mechanism for reporting illegal or unethical behavior. The Company has a Vigil mechanism and

Whistle blower policy under which the employees are free to report violations of applicable laws
and regulations and the Code of Conduct. Employees may also report to the Chairman of the Audit
Committee. During the financial year, no employee was denied access to the Audit Committee.

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

The provisions of Section 186 of the Companies Act, 2013 pertaining to granting of loans to any
persons or bodies corporate and giving of guarantees or providing security in connection with the
loan to any other bodies corporate or persons are not applicable to the Company, as the Company is
a Non-Banking Financial Company.

20. Corporate Social Responsibility (CSR)

The provisions of Section 135 of the Companies Act, 2013 related to Corporate Social Responsibility
is not applicable to the company.

21. Related Party Transactions:

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

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

22. Share Capital

The Authorized Share Capital of the Company was Rs. 35,000,000/- divided into 3,500,000 Equity
Shares having a face value of Rs. 10/- each and the Issued, Subscribed, and Paid up Equity Share
Capital of the Company was Rs. 33,000,000/- divided into 33,00,000 equity shares having a face
value of Rs. 10/- each as on March 31, 2024.

There were no changes in Authorized, Issued, Subscribed and Paid up Equity Share Capital during the
financial year 2023-24.

23. RBI Compliances

The Company from the date of receipt of NBFC Registration continues to comply with all the
applicable regulations, guidelines, etc. prescribed by the RBI, from time to time

As a non-deposit-taking non systemically important Non-Banking Financial Company (NBFC-ND-
NSI), the Company always strives to operate in compliance with applicable RBI guidelines and
regulations and employs its best efforts towards achieving the same. Further The Company has been
categorised as Base Layer NBFC under the Scale-Based Regulatory framework for NBFCs
introduced by the RBI, effective from 19^th October 2023

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

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

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

25. Extract of the annual return

Pursuant to the provisions of Sections 92(3) and 134(3)(a) of the Companies Act 2013, the Annual
Return of the Company for the financial year 2023-24 in Form MGT-7 is available on the website
of the Company at www.leadfinancialservices.in.

26. Significant/material orders passed by the regulators:

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

27. Managerial/ Employee Remuneration:

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

No employee is in receipt of remuneration as specified under section 197(12) of the Companies Act,
2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014. Accordingly, Statement of Particulars of Employees pursuant to the
provisions of Section 197(12) of the Companies Act, 2013 (as amended) read with Rule 5(2) and (3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as
amended) for the financial year ended March 31, 2024, is not required.

28. Corporate Governance Report:

Since, the paid- up capital of the Company during the financial year is less than Rs. 10 Crores and
the Net worth is less than Rs 25 Crores, the provisions of the Corporate Governance (specified in the
regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C, D and E
of Schedule V) as stipulated under Regulation 15(2) of SEBI Listing Regulations are not applicable
to the Company. Hence, no separate report on Corporate Governance Report has been given.

However, the Company is complying and doing every effort to comply with the provisions of the
Corporate Governance and to see that the interest of the Shareholders and the Company are properly
served. It has always been the Company’s endeavor to excel through better Corporate Governance
and fair & transparent practices, many of which have already been in place even before they were
mandated by the law of land.

29. Director’s Responsibility Statement

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

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

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

company for the period;

(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the company
and for preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts on going concern basis;

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

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

30. Maintenance of Cost Records

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

31. Risk Management and Policy

As a NBFC, the Company has laid down a well-defined risk management framework to identify,
assess and monitor risk and strengthen controls to mitigate risk. The Company has laid down
procedures to inform the Audit Committee as well as the Board of Directors about risk assessment
and management procedures and status. The Risk management process has been established across
the Company and is designed to identify, assess and frame a response to threats that affect the
achievement of its objectives. Further, it is embedded across all the major functions and revolves
around the goals and objectives of the Company.

The Company has a strong risk management framework to identify, monitor and minimize risk and
also identify business opportunities.

32. Listing on Stock Exchange (s)

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

BSE Limited (BSE) The Calcutta Stock Exchange Limited (CSE)

Corporate Relationship Department The Secretary

Phiroze Jeejeebhoy Towers, ⁷ Ly°^{ns Range}

Dalal Street, Fort, Mumbai - 400 001 K^olkata-7⁰⁰⁰⁰¹

Listing fees including for the year 2024-25 have been paid within the due date to the respective
Stock Exchange.

33. Registrar & Share Transfer Agent

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

Name	Beetal Financial & Computer Services Private Limited
Address	Beetal House, 3rd Floor, 99, Madangir, Behind LSC Near Dada HarsukhdasMandir, New Delhi-11006
Telephone No.	011-29961281; 29961283
FAX No.	011-29961284
E-mail Address	beetalrta@amail .com
Website	www.beetalfinancial.com

34. Transfer System

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

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

https: //www.beetalfinancial .com.

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

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

35. Dematerialization of Shares

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

The company’s ISIN No. for both the depositories is INE531D01010. The Stock Code for the Equity
Shares of the Company at Bombay Stock Exchange Limited (BSE) is 531288 and The Calcutta Stock
Exchange Limited (CSE) is 022034.

As on 31^st March 2024, 50.709 % and 7.801 % of the Equity Shares of the Company are held in
dematerialized form with NSDL and CDSL respectively.

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

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

• No. of complaints received : Nil

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

• No. of complaints pending : Nil

37. Compliance with Secretarial Standards

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

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

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

(a) aggregate number of shareholders and the outstanding shares in the	NIL
suspense account lying at the beginning of the year;
(b) number of shareholders who approached listed entity for transfer of	NIL
shares from suspense account during the year;

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

39. Other Disclosures

> During the financial year 2023-24, the Company has not made any application and no such
proceeding is pending under the Insolvency and Bankruptcy code, 2016.

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

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

40. Acknowledgement

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

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

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

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

For and on behalf of the Board
For Lead Financial Services Limited

Sd/-

Padam Chandra Bindal
Chairman
DIN: 00004769

Place: New Delhi
Date: 24/08/2024

1

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

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

2

The second term of five consecutive years of Mr. Pradeep Kumar Jain, Non- Executive
Independent Director of the Company would be completing on 28^th September, 2024.

B. Nomination & Remuneration Committee

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

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 21st Annual Report with Audited Statement of Accounts of the company for the year ended 31st March, 2014.

FINANCIAL RESULTS:

Financial results of the company for the year under review are summarized as below:

(Rs. In Lacs)

Particulars Year Ended Year Ended 31.3.2014 31.03.2013

Total Income 43.31 49.79

Profit Before Depreciation & Tax 23.96 10.92

Depreciation 3.35 1.35

Profit/ (Loss) Before Tax 20.61 9.56

Provision for Tax - Current 4.28 3.15

- Deferred 2.08 (0.13)

Profit/(Loss) after Tax 14.24 6.54

Transfer to Statutory Reserve (2.85) (1 30)

Surplus Carried to Balance Sheet 79.49 68.09

PERFORMANCE REVIEW:

During the year under review, your company achieved total income of Rs. 43.31 Lacs as compared to Rs.49.79 Lacs in the previous year. Net profit for the year is Rs. 14.24 Lacs as compared to net profit of Rs. 6.54 Lacs in the previous year. Your directors are undertaking the initiatives to improve the financial results in the coming years.

FIXED DEPOSITS:

Your Company has not accepted any deposits from public. There are no unclaimed or unpaid deposits as on 31st March, 2014.

DIRECTORS:

* Mr. P. C. Bindal, Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment

* Appointment of Mr. Pradeep Kumar Jain & Mr. Sanjay Kumar Agarwal as Independent Directors for five consecutive years with effect from the conclusion of the forthcoming Annual General Meeting upto 28th September, 2019.

* The Board recommends the confirmation for the appointment of Mr. Vijay Kumar as the Manager of the Company for a period of five years with effect from 21st December, 2013 at remuneration of Rs.15, 000/- per month.

* The Board recommends the appointment of Ms. Kusha Bindal as Woman Director.

* Mr. Manushree Bindal, who was appointed as an Additional Director on 15.05.2014 to hold the office till 21st AGM i.e. 29.09.2014. The Board did not recommned his regularisation as ordinary director in the ensuing Annual General Meeting.

MATERIAL CHANGES:

There are no material changes and commitments, affecting the financial position of the company between the end of financial year of your company and the date of Director''s Report.

AUDITORS:

M/s. G.C. Sharda & Co., Chartered Accountants, the Auditors of the company retires at the forthcoming Annual General Meeting and is eligible for re-appointment. The Audit Committee and your Board recommend their reappointment as Auditors of the Company. The company has received letter from them to the effect that their appointment, if made would be within prescribed limit under Section 224(1B) of the Companies Act, 1956.

AUDITOR''S REPORT:

The observations in the Auditor''s Report are dealt in the notes forming part of accounts at appropriate places and the same being self explanatory, no further comment is considered necessary.

DEMATERIALISATION OF SHARES:

As the members are aware, your company''s shares are tradable compulsory in electronic form. Accordingly, your company has established connectivity with both the depositories i.e. National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). Members may avail the facility of dematerialization of company''s shares on either of the Depositories as aforesaid.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended 31st March, 2014; the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2014 on ''going concern'' basis.

PARTICULARS OF EMPLOYEES:

There is no employee whose particulars are required to be furnished in terms of Sec. 217(2A) of the Companies Act, 1956 and rules made there under.

PERSONNEL:

The Board wishes to place on record their deep appreciation of all employees of the company for their endeavor and co- operation. The relations with employees continued to be cordial throughout the year.

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

Particulars regarding conservation of energy, technology absorption, foreign exchange, earning and outgo

Information as required under section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of the board of Directors) Rules, 1988 for forming part of the Director''s report for the financial year ended 31st March, 2014 is as follows :-

1. Conservations of Energy

a. Energy conservation measures taken Not Applicable

b. Additional investment & proposals if any Not Applicable being implemented.

c. Impact of measures of a & b above for reduction Not Applicable of energy consumption and consequent impact

On cost of production Total energy consumption and energy consumption Not Applicable Per unit of production as per form ''A'' of the Annexure in respect of industries specified in the Schedule thereto.

2. Technology Absorption

Research and Development (R&D)

1. Specific area in which R & D The company is conducting R & D to is carried by the company make its business more profitable.

2. Benefits derived as a result The awareness of investor''s of the above R &D benefit has increased.

3. Future plan of action The company would continue R & Ds for more investors'' awareness.

4. Expenditure on R & D The company has not undertaken any major expenditure on R & D i) Capital

ii) Recurring Total R & D Expenditure as a percentage of total turnover

Technology Absorption, Adaptation and innovation

1. Efforts in brief, made through towards technology absorption, adaptation and innovation Not Applicable

2. Benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution etc. Not Applicable

3. Information regarding imported technology

(a) Technology Imported None

(b) Year of Import Not Applicable

(c) Has the technology been fully absorbed Not Applicable

(d) If not fully absorbed, areas where this has not Not Applicable taken place, reasons therefore and future plans of action

CORPORATE GOVERNANCE:

A report on Corporate Governance appears in this Annual Report and the certificate from M/s. G.C. Sharda & Co., Chartered Accountants, Statutory Auditors with regard to Compliance of the Corporate Governance code by your Company is annexed hereto as Annexure and forms part of this report.

ACKNOWLEDGEMENT:

We thank our clients, investors and bankers for their continued support during the year. We place on record our appreciation of the contribution made by employees at all levels. We thank the Government of India, particularly the Securities and Exchange Board of India (SEBI), Stock Exchanges, the State Governments, and other government agencies/authorities for their support, and look forward to their continued support in future.

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

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

FOR AND ON BEHALF OF THE BOARD For Lead Financial Services Limited

P.C. BINDAL MANUSHREE BINDAL Place : New Delhi DIRECTOR DIRECTOR Date : 20.08.2014 DIN: 00004769 DIN: 03620670

---

Mar 31, 2010

The Directors have pleasure in presenting the 17th Annual Report with Audited Statement of Accounts of the company for the year ended 31- March, 2010.

FINANCIAL RESULTS:

Financial results of the company for the year under review are summarized as below: (Rs. In Lacs)

Particulars Year Ended Year Ended 31.3.2010 3103.2009

Total Income 114.56 39.43

Profit Before Depreciation & Tax 15.12 10.25

Depreciation 0.29 0.35

Profit/(Loss) Before Tax 14.83 9.90

Provision for Tax - Current 3.71 2.21

- Deferred (0.008) 0.31

- Fringe Benefit - 0.04

- Previous Tax 0.02 0.11

Profit/ (loss) after Tax 11.10 7.23

Transfer to Statutory Reserve 2.39 1.45

Surplus Carried to Balance Sheet 49.07 39.49

PERFORMANCE REVIEW:

During the year under review, your company achieved total income of Rs.114.56 Lacs as compared to Rs.39.43 Lacs in the previous year. Net

MANAGEMENT DISCUSSION AND ANALYSIS : Industrial Structure and Development

During the phase of recovery, the challenge before India was striking the right balance between a host of macro issues containing fiscal deficit, smooth roll back of stimulus programmes "without affecting the growth momentum, yet maintaining adequate liquidity for enabling credit All this,

reducing deficits.

Outlook, Risk and Concern

Our risk management strategy is based on a robust process of risk evaluation, assessment and monitoring key metrics aided by appropriate risk and risk monitoring and reportyng.

Opportunities and Threats

Adequacy of Internal Control System

Financial Performance

Operational Results, 2009-10 Versus 2008-09: (Rs. in Lacs)

Particulars 2009-10 2008-09

Total Income 114.56 39.43

Interest & Financial Charges 4.06 5.48

Expenses 95.38 23.70

Depreciation 0.29 0.35

Total Expenditure 99.73 29.53

Profit before Tax(PBT) 14.83 9.90

Provision for Tax 3.73 2.67

Profit after tax (PAT) 11.10 7.23

Equity Capital 330.00 330.00

Reserves & Surplus 56.06 44.96

Earning per Share . 0.34 0.22

Segment wise Performance

Company operates only in one segment.

DIVIDEND:

Your Directors regret their inability to recommend any dividend in view of deploying the funds for expansion of business during the year under review.

FIXED DEPOSITS:

Your Company has not accepted any deposits from public. There are no unclaimed or unpaid deposits as on 31- March, 2010.

DIRECTORS

Sh. P. C. Bindal, Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re- appointment

MATERIAL CHANGES:

There are no material changes and commitments, affecting the financial position of the company between the end of financial year of your company and the date of Directors Report.

AUDITORS:

M/s. G.C. Sharda & Co., Chartered Accountants, the Auditors of the company retire at the forthcoming Annual General Meeting and are eligible for reappointment. The Audit Committee and your Board recommend their reappointment as Auditors of the Company. The company has received letter from them to the effect that their appointment, if made would be within prescribed limit under Section 224(1B)of the Companies Act, 1956.

AUDITORS REPORT:

The observations in the Auditors Report are dealt in the notes forming part of accounts at appropriate places and the same being self explanatory, no further comment is considered necessary. DEMATERIALISATION OF SHARES :

As the members are aware, your companys shares are tradable compulsory in electronic form. Accordingly, your company has established connectivity with both the depositories i.e. National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). Members may avail the facility of dematerialisation of companys shares on either of the Depositories as aforesaid.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibily Statement, it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended 31- March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review.

iii) That the Director have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the accounts for the financial year ended 31- March, 2010 on going concern basis.

PARTICULARS OF EMPLOYEES:

There is no employee whose particulars are required to be furnished in terms of Sec. 217(2A) of the Companies Act, 1956 and rules made thereunder.

PERSONNEL

The Board wishes to place on record their deep appreciation of all employees of the company for their endeavor and co-operation. The relations with employees continued to be cordial throughout the year.

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

A. Conservation of Energy and Technology Absorption

Your company has no activity relating to conservation of energy and technology absorption. Hence provision requiring particulars under Section 217 (1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not applicable

B. Foreign Exchange Earnings and Outgo

The Company did not have any foreign exchange income/ outflow.

CORPORATE GOVERNANCE:

A report on Corporate Governance appears in this Annual Report an d the certificate from M/s. G.C. Sharda & Co., Chartered Accountants, Statutory Auditors with regard to Compliance of the Corporate Governance code by your company is annexed hereto as Annexure and forms part of this report.

ACKNOWLEDGEMENT:

We thank our clients, investors and bankers for their continued support during the year. We place on record our appreciation of the contribution made by employees at all levels. We thank the Government of India, particularly the Securities And Exchange Board of India (SEBI). Stock Exchanges, the State Governments, and other government agencies/authorities for their support, and look forward to their continued support in future.

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

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

For and On Behalf of the Board

Place : New Delhi (P.C. BINDAL) Dated : 30.07.2010 Chairman