Directors Report of Nalin Lease Finance Ltd.

Mar 31, 2025

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

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

During the year under review, the Company registered a profit of Rs 4,42,68,620/- before tax for the
year ended March 31, 2025, on a standalone basis. A summary of the financial performance of the

Company on a standalone basis for the financial year ended March 31, 2025, is given below:

(Rs. In Thousands)

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

The Standalone Financial Statements of the Company for the financial year ended March 31, 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.

During the year under review, on standalone basis, the total Income from the operation decreased
by 5.65%. The same was Rs. 7,29,50,462/- for the current FY 2024-25 as compared to Rs.
7,73,17,710/- for the previous FY 2023-24. Total Net Profit decreased by 8.48%, the same was
Rs.3,52,33,903/- for the current FY 2024-25 as compared to Rs. 3,84,97,510/- for the previous FY
2023-24.

2. TRANSFER TO RESERVES

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

3. DIVIDEND

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

4. TRANSFER OF UNCLAIMED DIVIDEND AND UNCLAIMED SHARES:

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

5. STATE OF THE COMPANY''S AFFAIRS:

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

6. MANAGEMENT''S DISCUSSION AND ANALYSIS

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

7. CORPORATE GOVERNANCE

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

A detailed report on Corporate Governance is appearing as Annexure ''D'' to this Report alongwith
the Practicing Company Secretary''s Certificate on its compliance by the Company.

8. ANNUAL RETURN:

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

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

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

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

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

11. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Company has a professional Board with Executive Directors & Non-Executive Directors who
bring the right mix of knowledge, skills, and expertise and help the Company in implementing the
best Corporate Governance practices.

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

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

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

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

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

12. DECLARATION BY INDEPENDENT DIRECTORS:

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

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

b. There has been no change in the circumstances affecting his/ their status as Independent Directors
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 Act 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).

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

13. COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS:

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

14. BOARD MEETINGS:

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

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

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

a. AUDIT COMMITTEE

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

The Terms of reference broadly includes the following:

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

ii) Review and monitor the auditor’s independence and performance, and effectiveness of audit
process;

iii) Examination of the financial statement and the auditors’ report thereon;

iv) Approval or any subsequent modification of transactions of the company with related parties;

v) Scrutiny of inter-corporate loans and investments;

vi) Valuation of undertakings or assets of the company, wherever it is necessary;

vii) Evaluation of internal financial controls and risk management systems;

viii) 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.nalinfin.co.in/upload/TERMS%200F%20REFERENCE%20AUDIT%20C0MMITTE.pdf
The Audit Committee consists of the following members:

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

During the year under review, the Audit Committee met 04 times namely on 01 May 2024, 31 July
2024, 08 November 2024 and 07 Feb 2025.

All the recommendations of the Audit Committee were accepted by the Board during the year under
review.

Following is the detail of the attendance of each of the members of the Audit Committee at its
Meeting held during the year under review:

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

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

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

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

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

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

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

a. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR)

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

b. STAKEHOLDERS’ RELATIONSHIP COMMITTEE

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

The terms of reference of Stakeholders’ Relationship Committee are as under:-
I) Resolving the grievances of the security holders of the listed entity, including complaints related to
transfer/ transmission of shares, non-receipt of annual report, non-receipt of declared dividends,
issue of new/duplicate certificates, general meetings, etc.

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

iii) Review of adherence to the service standards adopted by the listed entity in respect of various
services being rendered by the Registrar & Share Transfer Agent.

iv) Review of the various measures and initiatives taken by the listed entity for reducing the quantum of
unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory
notices by the shareholders of the Company.

The composition of the Stakeholders’ Relationship Committee is as under:

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

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

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

16. DIRECTOR''S RESPONSIBILITY STATEMENT:

As required under Section 134 of the Act (including any statutory modification(s) and/or re¬
enactments) thereof for the time being in force), the Directors of the Company state that:

a. in the preparation of the annual accounts for the financial year ended March 31, 2025, the
applicable accounting standards had been followed along with the proper explanation relating to
material departures;

b. the Directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company as on March 31, 2025, and of its profit and loss for the financial year
ended on that date;

c. the Directors had 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 other irregularities;

d. the Director had prepared the annual accounts for the financial year 2024-25 on a ’going concern’
basis; and

e. The Directors had devised proper systems to ensure compliance with the provisions of all the
applicable laws and that such systems are adequate and operating effectively.

17. MAINTENANCE OF COST RECORDS:

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

18. CAPITAL STRUCTURE:

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

Shares with differential voting rights and sweat equity shares:

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

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

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

There are no reportable transactions on which section 186 applies.

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

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

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

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

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

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

A) Conservation of Energy

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

B) Technology Absorption

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

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

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

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

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

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

24. VIGIL MECHANISM /WHISTLE BLOWER POLICY:

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

The Whistle Blower Policy/ Vigil Mechanism Policy of the Company is available on the website at
https://www.nalinfin.co.in/upload/WHISTLE%20BLOWER%20POLICY 06062017.pdf

25. DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of
Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits)
Rules, 2014.

26. UNSECURED LOAN FROM DIRECTORS:

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

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

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

28. FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS:

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

29. BOARD EVALUATION:

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

30. REGISTRAR AND SHARE TRANSFER AGENT:

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

31. DETAILS OF EMPLOYEE STOCK OPTIONS:

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

32. STATUTORY AUDITORS:

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

M/s Paresh Thothawala & Co has confirmed that they are not disqualified from continuing as
Auditors of the Company.

33. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board of Directors of the
Company, have appointed M/S Amrish Gandhi & Associates, Practicing Company Secretary
(Certificate of Practice No. 5656), 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 2024-25 under the Act read with the Companies (Appointment and
Remuneration of Managerial Personnel), Rules, 2014 is set out in "Annexure E" to this Report.

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

Statutory Auditor’s Remarks:

There is no qualifications, reservations, adverse remark or disclaimer in Auditors Report.

Secretarial Auditor’s remarks:

There is no qualifications, reservations, adverse remark or disclaimer in Auditors Report.

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

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

https://www.nalinfin.co.in/upload/P0LICY%200N%20SEXUAL%20HARASSMENT%20AGAINST

%20EMPL0YEES.pdf

The Company has complied with the provision relating to the constitution of Internal Committee
under POSH, 2013.

During the year under review, no complaint pertaining to sexual harassment at work place has been
received by the Company.

36. DOWNSTREAM INVESTMENT

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

37. INTERNAL AUDIT

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

38. INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS:

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

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

There were no instances of fraud which necessitates reporting of material misstatement to the
Company’s operations.

39. REPORTING OF FRAUDS:

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

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

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

41. DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN
FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS
THEREOF:

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

42. ACKNOWLEDGEMENT

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

FOR AND ON BEHALF OF THE BOARD

Dilipkumar Gandhi Harsh Gandhi

Managing Director Whole-time director

DIN:00339595 DIN:03120638

Place: Himatnagar
Dated: 29th July, 2025

---

Mar 31, 2024

The Members of Nalin Lease Finance Limited,

The Directors take pleasure in presenting the 33^rd Annual Report together with the Audited Financial Statements for the Financial Year ended on 31^st March, 2024.

1. HIGHLIGHTS OF PERFORMANCE

Total Revenue for the year increased to Rs. 77,317.71Thousands as compared to Rs.59,464.68 Thousands in the previous year. Profit Before Tax for the year was Rs.51,709.03 Thousands as compared to Rs.39,971.86Thousands in the previous year. Profit After Tax for the year was Rs.38,497.51Thousands as compared to Rs.29,925.59Thousandsin the previous year.

2. FINANCIAL RESULTS (Rs. In Thousands)
Particulars	Stand	alone
	31-03-20 24	31-03-20 23
Revenue from Operations	66,675.26	57,631.23
Other Income	10,642.45	1,833.44
Total Income from Operations	77,317.71	59,464.68
Profit Before Tax	51,709.03	39,971.86
Tax Expenses	13,211.52	10,046.27
Profit for the Year	38,497.51	29,925.59
Other Comprehensiv e Income	-	-
Total Comprehensi ve Income for the Year	38,497.51	29,925.59

3. DIVIDEND

With the view to conserve the resources of company; the directors are not recommending any dividend for the Financial Year 2023-24.

4. TRANSFER TO RESERVES

The Board of the Company has decided /proposed to Carry following amount to its Reserves as under:-

• To Compulsory Reserve as per RBI Act (Rs. in Thousands): 7,699.50/-

• To General Reserve (Rs. in Thousands): 7,500/-

• To Dividend: NIL

5. SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

As on 31st March, 2024, the Company has neither subsidiary, nor Joint Venture and Associate Companies.

6. SHARE CAPITAL

The paid up Equity Share Capital as on 31^st March, 2024 was Rs. 65,581.80 Thousands. During the year under review, the Company has neither issued shares with differential voting rights nor granted stock options or sweat equity.

7. BORROWINGS FINANCE

The Company continues to focus on judicious management of its working capital. Receivables, Inventories and other working capital parameters were kept under strict check through continuous monitoring. The whole of the properties of the Company have been suitably insured.

PARTICULARS_OF_LOANS,

GUARANTEES OR INVESTMENTS

The Company has not advanced loans or made investments in or provided guarantees or security to parties covered by Section 185 and 186 of Companies Act, 2013.

FIXED DEPOSITS

The Company being a non-banking financial company registered with the Reserve Bank of India, the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, as amended, with regard to the deposits accepted are not applicable to the Company.

8. DIRECTORS AND KEY

MANAGERIAL PERSONNEL

Director Retiring by Rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Smt. Pallavi D. Gandhi, (DIN: 00339639), retires by rotation at the forthcoming Annual

General Meeting of the Company and,

being eligible, offers herself for

re-appointment. The Board recommends her appointment for your approval.

Performance Evaluation of the Board

Pursuant to the provisions of the

Companies Act, 2013 and Regulation 17 of the Sebi (LODR) Regulations, 2015 and notifications/ circulars of SEBI, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees.

The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Nomination and Remuneration Policy

The Board has, on the recommendation of th Nomination & Remuneration Committee, framed a policy for selection and appointme of Directors, Senior Management Personnel and their remuneration. The weblink of the policy is

https://www.nalinfin.co.in/upload/nominatic

n-and-remuneration-policy%2028.06.2021.

df

Meetings of the Board

During the year under review, Seven (7) meetings of the Board were held. The meeting details are provided in the Corporate Governance Report that forms part of this Annual Report. The maximum interval between any two meetings is as prescribed under the Companies Act, 2013 and the SEBI (LODR), Regulations, 2015.

Composition of Various Committees

Details of various committees constituted by the Board as per the provisions of Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 and the details of the said committee meetings are given in the

Corporate Governance Report which forms part of this report.

Separate Meeting of Independent Directors

The Independent Directors met on 5^thMarch, 2024 without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and Board as a whole and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Declaration by Independent Directors

All Independent Directors of the Company have given declarations to the Company under Section 149 (7) of the Companies Act, 2013 and under Regulation 25(8) of the SEBI (LODR), Regulations, 2015, that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (LODR), Regulations,2015.

Disclosures by Directors

None of the Directors of your Company is disqualified as per the provisions of Section 164(2) of the Companies Act, 2013. Your Directors have made necessary disclosures, as required under provisions of the Companies Act, 2013.

Key Managerial Personnel

As on 31^st March, 2024, Shri Dilipkumar N. Gandhi, Managing Director; Shri Harsh D. Gandhi, Wholetime Director; Mrs. Pallavi D. Gandhi, Wholetime Director ;Shri Nikulkumar K. Patel, Chief Financial Officer and Mrs. Swati A. Shah, Company Secretary are designated as KMP of the Company.

9. DIRECTOR''S RESPONSIBILITY STATEMENT

Based on the frame work of internal financial controls and compliance systems established and Based on the frame work of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and

secretarial auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the year ended on 31^st March, 2024. Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, based on the above and the representations received from the Operating Management, the Board of Directors, to the best of their knowledge and ability, confirmed that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there were no material departures therefrom;

ii. They have, in the selection of the

accounting policies, consulted the statutory auditors and have applied their recommendations

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 as at 31^stMarch, 2024 and of the profit of the Company for the year ended on that date;

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. They have prepared the annual accounts on a going concern basis;

v. They have laid internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively during the year ended on 31^st March, 2024; and

vi. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively during the year ended on 31^st March, 2024.

10. CORPORATE SOCIAL RESPONSIBILITY INTIATIVES

The company does not fall under the criteria of net worth, turnover or profit for applicability of Corporate Social Responsibility (CSR) provisions as per Section 135 of the Companies Act, 2013; hence the same are not applicable to the company for the period under review.

11. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of the Company''s business.

All Related Party Transactions are placed before the Audit Committee and the Board for approval. Prior approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature and in the ordinary course of the Company''s business. Transactions with related parties are disclosed in the notes to accounts to the financial statements.

The Form No. AOC-2 envisages disclosure of material contracts or arrangement or transaction at arm''s length basis is annexed with as Annexure ''B''.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website. The weblink of the policy is

https://www.nalinfin.co.in/upload/Policv

%20on%20dealing%20with%20related%

20party%20transactions.pdf.

12. MANAGEMENT''S DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook of the Company is given in the Management''s Discussion and Analysis appearing as Annexure ''C'' to this Report.

13. CORPORATE GOVERNANCE

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

A detailed report on Corporate Governance is appearing as Annexure ''D'' to this Report along with the Practicing Company Secretary''s Certificate on its compliance by the Company.

14. PARTICULARS OF EMPLOYEES

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

15. CONSERVATION OF ENERGY,

TECHNOLOGYABSORPTION AND

FOREIGN EXCHANGEEARNING & OUTGO

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

A) Conservation of Energy

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

B) Technology Absorption

Your Company being a Non-Banking Finance Company, its activities do not require adoption of any specific technology. However, your Company has been in the forefront in implementing latest information technologies & tools towards enhancing our customer convenience. Mobile number validation system

introduced has enhanced the quality of our KYC data captured in the system. This helps us provide the customers useful and informative SMS alerts on transactions, repayment reminders and missed call facilities so as to track their accounts offline also. With the infusion of technology across, we walked ahead of time towards true Digital India and financial inclusion.

C) Foreign Exchange earnings and outgo

Total Foreign Exchange Earned: NIL Total Foreign Exchange Used: NIL

The Statutory Auditors have confirmed their eligibility under Section 141 of the Companies Act, 2013 and submitted a certificate in affirming that they are not disqualified for holding the office of the Statutory Auditor of the Company. The report given by the Statutory Auditor on the financial statements of the Company forms the part of the Annual Report. The Statutory Auditor have issued an unqualified audit report on the annual accounts of the Company for the financial year 2023-24.

16. AUDITORS

a) Statutory Auditor

M/S PARESH THOTHAWALA & CO., Chartered Accountants, Ahmedabad were appointed as the Statutory Auditors of the Company for a period of 5 (five) consecutive years at the 31st Annual General Meeting of the Company. The Statutory Auditors have confirmed their eligibility under Section 141 of the Companies Act, 2013 and submitted a certificate in affirming that they are not disqualified for holding the office of the Statutory Auditor of the Company. The report given by the Statutory Auditor on the financial statements of the Company forms the part of the Annual Report. The Statutory Auditor have issued an unqualified audit report on the annual accounts of the Company for the financial year 2023-24.

b) 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 Messrs Amrish Gandhi & Associates, Company Secretary in Practice to undertake the Secretarial Audit of the Company for the Financial Year 2023-24.

The Report on the Secretarial Audit carried out by the Secretarial Auditor during the Financial Year 2023-24 is annexed herewith as Annexure ''F''. There is no secretarial audit qualification for the year under review.

Further, your Directors have on the recommendation of the Audit Committee appointed M/s. Amrish Gandhi & Associates, Practicing Company Secretary, Ahmedabad, as a Secretarial Auditors of the Company to undertake the Secretarial Audit of the Company and provide Annual Secretarial Compliance Report for the FY2024-25.

17. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Your Company has an effective internal control and risk-mitigation systems, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company''s internal control system is commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to Messrs Ajaykumar J. Shah & Co., Chartered Accountants.

The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides

benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors of the Company and the Statutory Auditors are periodically apprised of the internal audit findings and

corrective actions are taken by the Management. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the Management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

18. RISK MANAGEMENT

The Company operates in a competitive environment and is generally exposed to various risks at different times such as Credit Risk, Liquidity Risk, Market Rate Risk, Price Risk, Prepayment risk etc. The Company has a system based approach to business risk management backed by strong internal control systems. A range of responsibilities from strategy to the operations is specified. A strong independent internal audit function at the corporate level carries out risk focused audits across all businesses enabling identification of areas where risk managements processes may need to be improved.

The Board reviews internal audit findings and provides strategic guidance on internal control, monitors internal control environment within the Company and ensures that Internal Audit recommendations are effectively implemented. The combination of policies and procedures adequately addresses the various risks associated with your company''s businesses.

19. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has established Vigil Mechanism system and framed Whistle Blower Policy. Whistle Blower Policy is disclosed on the website of the Company at following web-link

https://nalinfin.co.in/upload/WHISTLE%2 0BLOWER%20POLICY 06062017.pdf.

20. DISCLOSURE UNDER THE SEXUAL

HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION,

PROHIBITION, AND REDRESSAL) ACT, 2013

Harassment of Women at the Workplace (Prevention & Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainee) are covered under the policy.

The following is a summary of sexual harassment complaints received and disposed-off during the year 2023-24:

No. of Complaints Received : Nil No. of Complaints disposed : N.A. off

No. of Complaints Pending : Nil

The policy on Sexual Harassment at workplace is placed on the Company''s website

https://www.nalinfin.co.in/upload/POLICY

%20ON%20SEXUAL%20HARASSMENT%

20AGAINST%20EMPLOYEES.pdf

21. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, the Annual Return as on 31^stMarch, 2024 is available on the Company''s website

https://www.nalinfin.co.in/reportdetaiPrp tid=3&menuid = 1.

22. REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors and Secretarial Auditors to report to the Audit Committee or the Board or the Central Government under Section 143(12) of the Companies Act, 2013 and Rules framed thereunder.

23. INSURANCE

The Company takes a very pragmatic approach towards insurance. Adequate insurance cover has been taken for all movable and immovable assets for various types of risks.

24. INDUSTRIAL RELATIONS

/PERSONNEL

Your Company is committed to upholding its excellent reputation in the field of Industrial relations. Through continuous efforts the Company invests and improvises development programmes or its employees.

25. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the Financial Year and date of this report.

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS

No significant material orders have been passed by the

Regulators/Courts/Tribunals which would impact the going concern status and its future operations of the Company.

27. APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the financial period under review, no application was made under the Insolvency and Bankruptcy Code, 2016 ("IBC 2016") by the Company. No

proceedings are pending under IBC 2016 against the Company.

28. PARTICULARS OF VALUATION

DONE AT THE TIME OF ONE-TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM THE

BANKS OR FINANCIAL INSTITUTIONS

During the financial period under review, no application was made under the Insolvency and Bankruptcy Code, 2016 ("IBC 2016") by the Company. No

proceedings are pending under IBC 2016 against the Company.

29. CHANGE IN THE NATURE OF

BUSINESS

There is no change in the nature of business during the year under review.

30. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

SEBI, vide its circular dated 10^th May, 2021, made Business Responsibility and Sustainability Report

(BRSR) mandatory for the top 1000 listed companies by market capitalization from financial year 2023.

Your company is not covered under top 1000 listed companies by market capitalization. Therefore, BSRS is not applicable to the Company.

31. COMPLIANCE OF SECRETARIAL STANDARDS

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

32. ACKNOWLEDGEMENT

Your Directors are highly grateful for the unstinted guidance, support and assistance received from the Government, Bankers and Financial Institutions. Your Directors are thankful to all valuable Stakeholders of the Company viz. shareholders, customers, vendors, collaborators, business associates and

other agencies for their faith, trust and confidence reposed in the Company.

Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that the Company continues to grow and excel.

---

Mar 31, 2015

Dear Members,

The directors hereby present their 24th Annual report on the business and operations of the Company and the Audited financial accounts for the Year ended 31st March, 2015.

1. HIGHLIGHTS OF PERFORMANCE :

The income of the company has been diminished from Rs. 315.94 to Rs. 297.92. (In Lacs)

2. FINANCIAL RESULTS:

Sr Particulars 2014-2015 2013-2014 No.

1 Net Total Income 297.92 315.94

2 Less: Operating and Admin. Exps 178.09 214.82

3 Profit before depreciation and Taxes 119.83 101.12

4 Less: Depreciation 14.71 4.36

5 Less: Extraordinary/Exceptional Items 0.00 3.41

6 Profit before Tax (PBT) 105.12 93.35

7 Less: Taxes (including deferred tax and fringe benefit tax) 30.00 28.00

8 Profit after Tax (PAT) 75.12 65.35

9 Balance brought forward from previous period 10.59 8.31

10 Less:

1. General Reserve 60.00 50.00

2. Compulsory Reserve 15.02 13.07

11 Net profit carried to Balance Sheet 10.69 10.59

3. DIVIDEND:

No divined is being recommended by the Directors for the year ending 2015. As there is no profit/ the Board of Directors wants to plough back the profit in the business.

4. FIXED DEPOSITS:

Our Company is registered as N.B.F.C. with R.B.I. Company has complied with various Guidelines issued by Reserve Bank of India for accepting Public Deposits and the Deposits accepted are within the permissible limits.

* Public Deposits held by the Company as on 31-03-2015 Rs. NIL.

* Matured but not Claimed / Unpaid Public Deposits as on 31-03-2015:- NIL.

5. EXTRACT OF ANNUAL RETURN AS PER SECTION 92 (3) OF COMPANIES ACT 2013:

The details forming part of the extract of the Annual Return in form MGT- 9 is annexed herewith as "ANNEXURE -A".

6. BOARD MEETINGS HELD DURING THE YEAR:

SR Date on which board Total Strength of No of Directors NO. Meetings were held the Board Present

1 15/04/2014 5 5

2 20/05/2014 5 5

3 10/06/2014 5 5

4 15/07/2014 5 5

5 15/10/2014 5 5

6 13/01/2015 5 5

Attendance of Directors at Board meetings:

Attendance at the Board meetings Held on

Name of Directors 15/04/14 20/05/14 10/6/2014

Narendrakumar Dalsukhdas Shah Yes Yes Yes

Dilipkumar Nalinkant Gandhi Yes Yes Yes

Harsh Dilipkumar Gandhi Yes Yes Yes

Pallaviben Dilipkumar Gandhi Yes Yes Yes

Navinchandra Chandulal Soni Yes Yes Yes

Name of Directors 15/7/14 15/10/14 13/01/15

Narendrakumar Dalsukhdas Shah Yes Yes Yes

Dilipkumar Nalinkant Gandhi Yes Yes Yes

Harsh Dilipkumar Gandhi Yes Yes Yes

Pallaviben Dilipkumar Gandhi Yes Yes Yes

Navinchandra Chandulal Soni Yes Yes Yes

7. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARY, JOINT VENTURES OR ASSOCIATE COMPANIES:

Whether subsidiary, Date on which Date on which Sr Name of the Joint ventures or become ceased No. entity associate companies

1 N.A. N.A. N.A. N.A.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

* In terms of the Articles of Association of the Company and pursuant to section 152 of the Companies Act, 2013, Mrs. Pallavi Dilipkumar Gandhi (DIN: 00339639) is liable to retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appoint- ment.

* During the Year under review, the Board of Directors approved the appointments of Mr. Samirkumar Kantilal Shah (DIN-07215030) as an Additional Director of the Company w.e.f. 15th April, 2015 under Section 161 of Companies Act, 2013 who hold the office upto the date of ensuing Annual General Meeting. The Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his appointment as Director. The Board of Directors recommends his appointment.

* During the Year under review, pursuant to the provision of section 203 of Companies Act, 2013, the Board of Directors approved the appointments of Mr. Nikulkumar Kantibhai Patel as a Chief Financial officer (KMP) of the Company w.e.f 1st May, 2015.

* During the Year under review, pursuant to the provision of section 203 of Companies Act, 2013, the Board of Directors approved the appointments of Mr. Swati Ajay Shah as a Company Secre- tary (KMP) of the Company w.e.f 4th June, 2014.

* The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-sec- tion (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agree- ment with the Stock Exchanges.

* Details of remuneration of directors have been provided in the Corporate Governance Report.

9. MATTERS AS PRESCRIBED UNDER SUB-SECTIONS (1) AND (3) OF SECTION 178 OF THE COMPANIES ACT 2013:

Remuneration paid to Directors Disclusure in the Corporate Governance Report.

10. AUDITORS:

* STATUTORY AUDITORS:-

M/s. DEEPAK R. SONI & Co., Chartered Accountants, Auditors of the Company needs to be rati- fied at the annual general meeting and being eligible offers themselves for re-appointment. The company has received a certificate from the auditors to the effect that their re-appointment if made, would be in accordance with the provisions of section 141 of the Companies Act, 2013.

The notes to the accounts referred to in the Auditors'' Report are self explanatory and therefore do not call for any further comments.

SECRETARIAL AUDITOR:-

Amrish N Gandhi of Amrish Gandhi & Associates, Practicing Company Secretaries was appointed to conduct the secretarial audit of the Company for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The secretarial audit report for FY 2014-15 forms part of the Annual Report as ''ANNEXURE -B'' to the Board''s report

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Details of Loans, Guarantees and Investments under the provisions of Section 186 of the Compa- nies Act, 2013 are not applicable to the Company.

12. AUDIT COMMITTEE:

The composition and the functions of the Audit Committee of the Board of Directors of the Com- pany are disclosed in the Report on Corporate Governance, which is forming a part of this report.

13. CORPORATE GOVERNANCE:

Corporate Governance Report which as stipulated under the Listing Agreement entered into with the Stock Exchanges forms part of this Directors'' Report.

14. CEO/CFO CERTIFICATION:

The Chairman and Managing Director, Chief Financial Officer have issued certificate pursuant to the provisions of Clause 49 of the Listing Agreement certifying that the financial statements do not contain any untrue statement and these statements represent a true and fair view of the Company''s affairs. The said certificate is annexed and forms part of the Annual Report.

15. PARTICULARS CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188:

As per AOC-2 attached with this report as ''ANNEXURE -C''

16. RESERVES:

The company has proposed to transfer Rs. 60 Lacs of profit to the General Reserve/ Capital Re- demption Reserve or any other reserve for this year.

17. ENERGY CONSERVATION. TECHNOLOGY. ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

A) Conservation of Energy:

Your company is serious in conserving energy by reducing consumption of power by implementing closed monitoring over plan running and adequate maintenance of electric components of plants and other machinery. Company has not made any capital investment or not taken any other steps for conservation of energy or the clause is not applicable.

B) Technology absorption:

Your company has not made any efforts towards technology absorption and neither imported any technology nor made any expenditure on research and developments.

C) Foreign Exchange earnings and outgo:

Foreign Exchange inflow (Rs.): NIL Foreign Exchange outflow (Rs.): NIL

18. RISK MANAGEMENT:

A. Risk Management Committee

The Company has not constituted any risk management committee. However the Board as and when required reviews the Risk Management Policy.

B. Major risks affecting the existence of the company

Business Risk

* Operating Environment * Ownership Structure * Competitive position * Management, Systems and Strategy, governance structure

Financial Risk

* Asset Quality * Liquidity * Profitability * Capital Adequacy

C. Steps taken to mitigate the risks:

Company has not framed any formal risk management policy. However Board of directors are con- stantly trying to avoid the risks by way of planning, developing strategies to remain in the market, reviewing government policies and procedures, and doing marketing activities to remain in the market.

19. CORPORATE SOCIAL RESPONSIBILITY POLICY:

This clause is not applicable.

20. DIRECTORS'' RESPONSIBILITY STATEMENT:

A) that in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

B) that such accounting policies have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

C) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

D) That the annual financial statements have been prepared on a going concern basis.

E) That proper internal financial control was in place and that the financial controls were ad- equate and were operating effectively.

F) Those systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

21. THE CHANGE IN NATURE OF BUSINESS:

There is no any material change in the business of the Company during the year under review.

22. REGULATORY GUIDELINES:

There being no non-performing assets, no provision is made for the year. Company has fully com- plied with prudential norms prescribed by Reserve Bank of India. The Company has also complied with the Directions issued by Reserve Bank of India regarding Capital Adequacy, Assets classifica- tion etc. During the year as required by NBFC prudential norms (Reserve Bank) directions, 2007 company has made a general provision @ 0. 25% amounting to Rs. 176022/- on outstanding stan- dard assets

23. PARTICULARS OF EMPLOYEES:

A statement containing the names and other particulars of employees in accordance with the provi- sions of section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Ap- pointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as "Annexure - D" to this report.

No employee has received remuneration in excess of the limits set out in rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during FY 2014-15.

24. ACKNOWLEDGMENT

Your Directors would like to put on record their grateful appreciation for the assistance and coop- eration received from the Bankers of the Company, valued Customers of the Company, Ahmedabad Stock Exchange, Vadodara Stock Exchange and the Bombay Stock Exchange and various other Government and Semi Government Authorities, Agencies and Offices. Your Directors would also like to put on record with thanks their deep sense of appreciation for the assistance, diligence and co-operation of the executives and staff of the Company.

Registered Office:- BY ORDER OF THE BOARD OF DIRECTORS Ground Floor, FOR, NALIN LEASE FINANCE LTD. Gandhi Nursing Home Bldg, Dr. Nalinkant Gandhi Road, Himatnagar - 383001. CIN:- L65910GJ1990PLC014516 DILIPKUMAR NALINKANT GANDHI Managing Director Date: 15/05/2015 DIN : 00339595 Place : Himatnagar.

---

Mar 31, 2013

To , The Members, of Nalin Lease Finance Limited

The Directors have pleasure in presenting to you the 22nd Annual Report together with the audited statement of the Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

(Rs. in Lacs)

2011-2012 2012-2013

Gross Profit (PBDT) 83.53 96.36

Less:-Depreciation 3.93 4.17

Profit Before Tax (PBT) 79.60 92.18

Less:-Provision for Taxation & FBT 26.40 27.76

Net Profit (PAT) 53.20 64.18

Add: Balance in Profit & Loss A/C. 4.43 6.97

Balance Available for Appropriation 57.63 71.15

Appropriations:

Reserves 50.65 62.84

Balance carried to Balance Sheet 6.97 8.31

Despite of adverse situation and also competition, your Directors have, by making continuous sincere efforts maintained its advances portfolio in auto two wheelers in the area of its operation. .

DIVIDEND

The Directors do not recommanded dividend for the year 2012 - 2013 with a view to accumulate funds for future requirement and also to strengthen the financial position of the company.

DIRECTORS

Shri Navinchandra C. Soni - Director of the Company, retires by rotation pursuant to Article No.125 of the Companies Act, 1956, at the ensuing Annual General Meeting and being eligible offer himself for reappointment.

FIXED DEPOSITS

Our Company is registered as N.B.F.C. with R.B.I. Company has complied with various Guidelines issued by Reserve Bank of India for accepting Public Deposits and the Deposits accepted are within the permissible limits.

- Public Deposits held by the Company as on 31-03-2013 Rs. 281.40 Lacs.

- Matured but not Claimed / Unpaid Public Deposits as on 31-03-2013:- NIL.

AUDITORS AND AUDITORS REPORT

M/s. Deeepak R. Soni & Co., Auditors of the Company, retire and hold Office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956. The notes to the accounts referred to in the Auditors'' Report are self explanatory and therefore do not call for any further comments except as under.

PERSONNEL

During the year under review, there was no employee in receipt of any remuneration in excess of the limits prescribed in Section 217 (2A) of the Companies Act, 1956 read with the companies (Particulars of Employees) Rules, 1975 As amended.

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

Information in accordance with the provisions of Section 217(1)(e)of the Companies Act,1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo are not applicable to your Company.

REGULATORY GUIDELINES

There being no non-performing assets, no provision is made for the year. Company has fully com- plied with prudential norms prescribed by Reserve Bank of India. The Company has also complied with the Directions issued by Reserve Bank of India regarding Capital Adequacy, Assets classifica- tion etc. During the year as required by NBFC prudential norms (Reserve Bank ) directions,2007 company has made a general provision @ 0. 25% amounting to Rs. 187,015/- on outstanding stan- dard assets.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section 217(2AA) of the companies act, 1956, your director''s state:

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

2. That your 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 profits of the company for that period,

3. That your directors 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 your company and for preventing and detecting fraud and other irregularities,

4. That your directors have prepared the annual accounts on a going concern basis.

5. Corporate Governance

Pursuant to clause 49 of the listing agreement with stock exchanges, a separate section titled "corporate governance” is attached to this annual report.

ACKNOWLEDGEMENT

Your Directors would like to put on record their grateful appreciation for the assistance and co- operation received from the Bankers of the Company, valued Customers of the Company, the Ahmedabad Stock Exchange, Vadodara Stock Exchange and the Bombay Stock Exchange and vari- ous other Government and Semi Government Authorities, Agencies and Offices.

Your Directors would also like to put on record with thanks their deep sense of appreciation for the assistance, diligence and co-operation of the executives and staff of the Company. For and on behalf of the Board of Directors

Place : Himatnagar (N. D. SHAH)

Dated:- 25.05.2013 CHAIRMAN

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Mar 31, 2012

To, The Members of Nalin Lease Finance Limited

The Directors have pleasure in presenting to you the 21st Annual Report together with the audited statement of the Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS (Rs. in Lacs)

2011-2012 2010-2011

Gross Profit (PBDT) 83.53 68.82

Less:-Depreciation 3.93 3.60

Profit Before Tax (PBT) 79.60 65.22

Less:-Provision for Taxation & FBT 26.40 20.75

Net Profit (PAT) 53.20 44.47

Add: Balance in Profit & Loss A/C. 4.43 3.86

Balance Available for Appropriation 57.63 48.33

Appropriations:

Reserves 50.65 43.90

Balance carried to Balance Sheet 6.97 4.43

Despite of adverse situation and also competition, your Directors have, by making continuous sincere efforts maintained its advances portfolio in auto two wheelers in the area of its operation. .

DIVIDEND

Dividend Not recommanded for the year 2011-12 in view to accumulate funds for future requirement and also to strengthen the financial position of the company.

DIRECTORS

Shri Narendrakumar D. Shah - Director of the Company, retires by rotation pursuant to Article No.125 of the Companies Act, 1956, at the ensuing Annual General Meeting and being eligible offer himself for reappointment.

FIXED DEPOSITS

Our Company is registered as N.B.F.C. with R.B.I. Company has complied with various Guidelines issued by Reserve Bank of India for accepting Public Deposits and the Deposits accepted are within the permissible limits.

- Public Deposits held by the Company as on 31-03-2012 Rs. 345.11 Lacs.

- Matured but not Claimed / Unpaid Public Deposits as on 31-03-2011:- NIL.

AUDITORS AND AUDITORS REPORT

M/s. Deepak R. Soni & Co., Auditors of the Company, retire and hold Office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956. The notes to the accounts referred to in the Auditors' Report are self explanatory and therefore do not call for any further comments except as under.

PERSONNEL

During the year under review, there was no employee in receipt of any remuneration in excess of the limits prescribed in Section 217 (2A) of the Companies Act, 1956 read with the companies (Particulars of Employees) Rules, 1975 As amended.

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

Information in accordance with the provisions of Section 217(1)(e)of the Companies Act,1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo are not applicable to your Company.

REGULATORY GUIDELINES

There being no non-performing assets, no provision is made for the year. Company has fully complied with prudential norms prescribed by Reserve Bank of India. The Company has also complied with the Directions issued by Reserve Bank of India regarding Capital Adequacy, Assets classification etc. During the year as required by NBFC prudential norms (Reserve Bank ) directions,2007 company has made a general provision @ 0. 25% amounting to Rs. 191,600/- on outstanding standard assets.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section 217(2AA) of the companies act, 1956, your director's state:

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

2. That your 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 profits of the company for that period,

3. That your directors 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 your company and for preventing and detecting fraud and other irregularities,

4. That your directors have prepared the annual accounts on a going concern basis.

5. Corporate Governance

Pursuant to clause 49 of the listing agreement with stock exchanges, a separate section titled "corporate governance" is attached to this annual report.

ACKNOWLEDGEMENT

Your Directors would like to put on record their grateful appreciation for the assistance and co-operation received from the Bankers of the Company, valued Customers of the Company, the Ahmedabad Stock Exchange, Vadodara Stock Exchange and the Bombay Stock Exchange and various other Government and Semi Government Authorities, Agencies and Offices.

Your Directors would also like to put on record with thanks their deep sense of appreciation for the assistance, diligence and co-operation of the executives and staff of the Company.

For and on behalf of the Board of Directors

Place : Himatnagar

Dated:- 01.06.2012 (N. D. SHAH)

CHAIRMAN

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Mar 31, 2011

The Members, Nalin Lease Finance Limited

The Directors have pleasure in presenting to you the 20th Annual Report together with the audited statement of the Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS (Rs. in Lacs)

2010-2011 2009-2010

Gross Profit (PBDT) 68.82 55.18

Less:-Depreciation 03.60 03.02

Profit Before Tax (PBT) 65.22 52.16

Less:-Provision for Taxation & FBT 20.75 16.37

Net Profit (PAT) 44.47 36.01

Add: Balance in Profit & Loss A/C. 03.86 00.27

Balance Available for Appropriation 48.33 36.06

Appropriations:

Reserves 43.90 32.20

Balance carried to Balance Sheet 04.43 03.86

Your Directors have successfully maintained its advances portfolio in auto two wheelers in the area of its operation. Company has also expanded its area of operation and achieved better turnover.

DIVIDEND

The Directors do not recommend dividend for the year 2010-2011 in view to accumulate funds for future requirement and also to strengthen the financial position of the company.

DIRECTORS

Shri Navinchandra Chandulal Soni - Director of the Company, retires by rotation pursuant to Article No. 125 of the Companies Act, 1956, at the ensuing Annual General Meeting and being eligible offer himself for reappointment.

FIXED DEPOSITS

Our Company is registered as N.B.F.C. with R.B.I. Company has Complied with various Guidelines issued by Reserve Bank Of India for accepting Public Deposits and the Deposits accepted are within the permissible limits.

- Public Deposits held by the Company as on 31-03-2011 Rs. 362.25 Lacs.

- Matured but not Claimed / Unpaid Public Deposits as on 31-03-2011 :-NIL.

AUDITORS AND AUDITORS REPORT

M/s. Deepak R. Soni & Co., Auditors of the Company, retire and hold Office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956. The notes to the accounts referred to in the Auditors' Report are self explanatory and therefore do not call for any further comments except as under.

PERSONNEL

During the year under review, there was no employee in receipt of any remuneration in excess of the limits prescribed in Section 217 (2A) of the Companies Act, 1956 read with the companies (Particulars of Employees) Rules, 1975 As amended.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EX- CHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of Section 217(1)(e)of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo are not applicable to your Company.

REGULATORY GUIDELINES

There being no non-performing assets, no provision is made for the year. Company has fully complied with prudential norms prescribed by Reserve Bank of India . The Company has also complied with the Directions issued by Reserve Bank Of India regarding Capital Ad- equacy, Assets classification etc. During the year as required by NBFC prudential norms (Re- serve Bank) directions, 2007 company has made a general provision @ 0.25% amounting to Rs. 2,01,600/-on outstanding standard assets.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section 217(2AA) of the companies act, 1956, your directors state:

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

2. That your 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 profits of the company for that period,

3. That your directors 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 your company and for preventing and detecting fraud and other irregularities,

4. That your directors have prepared the annual accounts on a going concern basis.

5. Corparate Governance pursuant to clause 49 of the listing agreement with stock exchanges, a separate section titled "corporate governance" is attached to this annual report.

ACKNOWLEDGEMENT

Your Directors would like to put on record their grateful appreciation for the assistance and co-operation received from the Bankers of the Company, valued Customers of the Company, the Ahmedabad Stock Exchange, Vadodara Stock Exchange and the Bombay Stock Exchange and various other Government and Semi Government Authorities, Agencies and Offices.

Your Directors would also like to put on record with thanks their deep sense of appreciation for the assistance, diligence and co-operation of the executives and staff of the Company.

For and on behalf of the Board of Directors

N.D.SHAH CHAIRMAN

Place : HIMMATNAGAR DATED : 15th June 2011.

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Mar 31, 2010

The Directors have pleasure in presenting to you the 19th Annual Report together with the audited statement of the Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS (Rs. in Lacs)

2009-2010 2008-2009

Gross Profit (PBDT) 55.40 49.14

Less:-Depreciation 03.02 2.88

Profit Before Tax (PBT) 52.38 46.26

Less:-Provision for Taxation &FBT 16.37 15.78

Net Profit (PAT) 36.01 30.48

Add: Balance in Profit & Loss A/C. 00.27 0.89

Balance Available for Appropriation 36.28 31.37

Appropriations:

Reserves 32.20 31.20

Balance carried to Balance Sheet 03.86 0.27

Your Directors have successfully maintained its advances portfolio in auto two wheelers in the area of its operation. Company has also expanded its area of operation and achieved better turnover.

DIVIDEND

The Directors regret their inability to recommend dividend for the year 2009-2010 in view to accumulate funds for future requirement and also to strengthen the financial position of the company.

DIRECTORS

Shri Narendrakumar D. Shah - Director of the Company, retires by rotation pursuant to Article No. 125 of the Companies Act, 1956, at the ensuing Annual General Meeting and being eligible offer himself for reappointment.

The Board of Directors has appointed Shri Navinchandra Chandulal Soni as an additional director with effect from 01.08.2010. He will hold office up to the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment. Notices under Section 257 of the Companies Act, 1956, have been received by the Company from members signifying their intention to propose the candidature of Shri Navinchandra Chandulal Soni as a Director of the Company.

Shri Harsh Dilipkumar Gandhi was appointed as an additional director of the Company, designated as a Whole time director of a company with effect from 01.08.2010. He will hold office up to the ensuing Annual General Meeting of the Company and being eligible, offers himself for reappointment. Notices under Section 257 of the Companies Act, 1956, have been received by the Company from members signifying their intention to propose the candidature of Shri Harsh Dilipkumar Gandhi as a Director of the Company. His appointment as Whole time director of the Company with effect from 01.08.2010, is subject to the approval of the members of the forthcoming Nineteenth Annual General Meeting.

Shri Dilipkumar Nalinkant Gandhi, Managing Director of the Company re-appointed as the Managing Director of the Company in the meeting of Board of Directors held on 09 July, 2010 for a period of five years with effect from 01.08.2010, subject to the approval of members at the forthcoming Nineteenth Annual General Meeting.

FIXED DEPOSITS

Our Company is registered as N.B.F.C. with R.B.I. Company has Complied with various Guidelines issued by Reserve Bank Of India for accepting Public Deposits and the Deposits accepted are within the permissible limits.

- Public Deposits held by the Company as on 31-03-2010 Rs. 379.89 Lacs.

- Matured but not Claimed / Unpaid Public Deposits as on 31-03-2010 :-NIL.

AUDITORS AND AUDITORS REPORT

M/s. Deepak R. Soni & Co., Auditors of the Company, retire and hold Office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956. The notes to the accounts referred to in the Auditors Report are self explanatory and therefore do not call for any further comments except as under.

PERSONNEL

During the year under review, there was no employee in receipt of any remuneration in excess of the limits prescribed in Section 217 (2A) of the Companies Act, 1956 read with the companies (Particulars of Employees) Rules, 1975 As amended.

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

Information in accordance with the provisions of Section 217(1 )(e)of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo are not applicable to your Company.

REGULATORY GUIDELINES

There being no non-performing assets, no provision is made for the year. Company has fully complied with prudential norms prescribed by Reserve Bank of India . The Company has also complied with the Directions issued by Reserve Bank Of India regarding Capital Adequacy, Assets classification etc.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section 217(2AA) of the companies act, 1956, your directors state:

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

2. That your 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 profits of the company for that period,

3. That your directors 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 your company and for preventing and detecting fraud and other irregularities,

4. That your directors have prepared the annual accounts on a going concern basis.

5. Corparate Governance

pursuant to clause 49 of the listing agreement with stock exchanges, a separate section titled "corporate governance" is attached to this annual report.

ACKNOWLEDGEMENT

Your Directors would like to put on record their grateful appreciation for the assistance and co-operation received from the Bankers of the Company, valued Customers of the Company, the Ahmedabad Stock Exchange, Vadodara Stock Exchange and the Bombay Stock Exchange and various other Government and Semi Government Authorities, Agencies and Offices.

Your Directors would also like to put on record with thanks their deep sense of appreciation for the assistance, diligence and co-operation of the executives and staff of the Company.

For and on behalf of the Board of Directors

Place : HIMMATNAGAR N.D.SHAH

DATED:- 17th June 2010. CHAIRMAN