Directors Report of Shri Niwas Leasing and Finance Ltd.

Mar 31, 2025

Your directors have pleasure in presenting the 40^th Annual Report of Shri Niwas Leasing and
Finance Limited ("your Company/the Company") together with the Audited financial statements
of the year ended March 31, 2025. The Company is registered with the Reserve Bank of India
("RBI") as a Non-Systemically Important Non-Banking Financial Company ("NBFC") not
accepting public deposits (NBFC-ND-NSI).

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

In compliance with the applicable provisions of the Companies Act, 2013, (“the Act”), the
Securities and Exchange Board of India (“SEBI”) (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“Listing Regulations”), this Board’s Report is prepared based
on the standalone financial statements of the Company for the year under review.

The highlights of Financial Results on Standalone basis for the Financial Year ended on March 31,
2025 are as follows:

Particulars	31st March, 2025	31st March, 2024
Total Income	62.45	47. 27
Total Expenses	116422.88-	183.10
Profit/(Loss) before tax	116360.43	(135.94)
Less: Provision for Taxation		-
Current Tax		-
Previous Year Tax		-
Deferred Tax	0.13	0.12
Provision for Income Tax		-
Profit/(Loss) after tax	(116360.56)	(135.94)

Note: The above figures are extracted from the Standalone Annual financial statements of the
Company as per Indian Accounting Standards (Ind AS).

1. OPERATIONS REVIEW- STANDALONE

Your Company has earned Income from Operation and Profit before Tax aggregated to Lacs 62.45
and (116360.43) Lacs during the current year, respectively as compared to Income 47.27 Lacs and
Profit/(Loss) before tax (135.82) Lacs during the previous year.

2. ACCOUNTING METHOD

NBFCs were required to comply with the Indian Accounting Standards (IND-AS) for the
preparation of the Financial Statements. Accordingly, the annual financial statements for the year
ended March 31, 2025 are prepared as per IND-AS.

3. STATE OF COMPANY’S AFFAIRS

Discussion on state of Company''s affairs has been covered as part of the Management Discussion
and Analysis. Management Discussion and Analysis for the year under review, as stipulated under
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a
separate section forming part of this Annual Report.

4. WEB ADDRESS OF ANNUAL RETURN

The Web Address Where Annual Return of the Company for the Financial Year 2024-25 referred
in sub-section (3) of Section 92 has been placed is mentioned below:
http://shriniwasleasingfinance.in/resource/Share Holders Information/Annual-Return.aspx

5. CHANGE IN NATURE OF BUSINESS:

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

6. SUBSIDIARY/ ASSOCIATE/ JOINT-VENTURE COMPANIES:

The Company does not have any subsidiary/ Associate/ Joint-Venture Company during the
Financial Year under review.

7. SHARE CAPITAL:

During the year, Authorized Share Capital of the company divided into 4,40,00,000/- (Four Crore
Forty Lacs Only) Equity Shares of Rs. 10/- (Rupee Ten) each. The Authorized Share Capital is
? 44,00,00,000/- and Paid-up Equity Share Capital as on 31^st March, 2025 was T 3,99,70,000/-.

8. DIVIDEND:

As the company kept the profits for investment in better projects it regrets not to recommend any
dividend during the year, but the directors are hopeful better result in ensuring future.

9. TRANSFER TO RESERVES:

During the year, Our Company has in accordance with the provisions of Section 45-IC of the
Reserve Bank of India (RBI) Act, 1934, not created a Reserve Fund due to Losses.

10. LISTING INFORMATION

The Company''s Share are Listed with BSE Limited, Mumbai. Your Company has paid the Annual
Listing Fee up to date and there are no arrears. The BSE have nation-wide trading terminals and
therefore provide full liquidity to the investors.

11. NON-ACCEPTANCE OF PUBLIC DEPOSITS:

The Company has not accepted any Public Deposits or any Fixed Deposit during the Financial
Year 2024-25 and hence there are no defaults in repayment of amount of principal and interest as
on the date of Balance Sheet.

12. POLICIES

• Anti-Sexual Harassment Policy

• Familiarization programme for independent directors

• Policy on preservation of documents

• Related party transactions policy

• Remuneration policy

• Fair Practice Code

• Fit & Proper Director Policy

• Corporate Governance Policy

• ALM Policy

• Grievance Redressal Mechanism Policy

• Vigil mechanism whistle blower policy

• Policy on determine material event

The details of the Policy are available on the website of the Company at
https://www.shriniwasleasingfinance.in/resource/Share Holders Information/Policies.aspx

13. CODE OF CONUCT ON SEBI (PIT)

The Company has laid down a code of conduct for all Board members and senior management
personnel. The Code of Conduct is available at company’s website

www.shriniwasleasingfinance.in

14. RBI GUIDELINES:

The Company continues to fulfill the Directions, norms and standards laid down by the Reserve
Bank of India for the Non-Banking Financial Company.

15. NBFC REGISTRATION:

The company has been registered with Reserve Bank of India as Non-Banking Finance Company
Vide Registration No. 14.00808 dated 20^th May, 1998. Your Company is categorized as a Non-
Systemically Important Non-Banking Financial Company Not accepting public deposits (“NBFC-
ND-NSI”) registered with Reserve Bank of India (“the RBI”) under Section 45-IA of the Reserve
Bank of India Act, 1934. The Company has not accepted any deposit from the public during the
year pursuant to the provisions of Section 73 of Companies Act, 2013.

16. NON-BANKING FINANCIAL COMPANIES AUDITOR’S REPORT(RESERVE BANK)
DIRECTIONS, 2016:

Pursuant to the Non-Banking Financial Companies Auditor’s Report (Reserve Bank) Directions,
2016, a Report from the Statutory Auditors to the Board of Directors has been received by your
company. This Report has certified that the Company has certified with all the directions and
prudential norms as prescribed under the RBI ACT, 1934.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. DIRECTORS RETIRE BY ROTATION:

In terms of the provisions of Section 152 of the Companies Act, 2013 and Articles of Association
of the Company, Ms. Rajni Tanwar (DIN: 08201251), Managing Director of the Company, is
liable to retire by rotation at the ensuring Annual General Meeting and being eligible, offer herself
for re-appointment. The Board of Directors recommends her re-appointment.

The detailed profile of the Directors seeking re-appointment is given in the explanatory statement
accompanying notice to AGM and additionally in the Corporate Governance Report forming part
of the Annual Report.

B. INDEPENDENT DIRECTORS:

The Independent Directors hold office for a fixed term of five years and are not liable to retire by
rotation. The Independent Directors have submitted their disclosure to the Board that they fulfil all
the requirements as to qualify for their appointment as an Independent Director under the
provisions of the Companies Act, 2013 as well as SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The policy for regularization of Independent Director is also
placed on Website of the company i.e., http://www.shriniwasleasingfinance.in/ respectively.

During the Year, one (1) Meeting held in the F.Y. 2024-25 on, 09^th November, 2024 of the
Independent Directors.

During the year under review, no Non-Executive Directors (NEDs) of the Company had any
pecuniary relationship or transactions with the Company.

C. DECLARATIONS FROM INDEPENDENT DIRECTORS:

In terms of Section 149 of the Act, Mr. Vivek Sharma and Mrs. Promila Sharma are the
Independent Directors of the Company as on March 31, 2025 and also as on date. The Company
has received declarations from the Independent Directors to the effect that (a) they fulfil the
criteria for independence as laid down under Section 149(6) of the Companies Act, 2013 and the
rules framed thereunder, read with Regulation 16(1)(b) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 as amended upto date (“Listing Regulations”) (b)
that they have got themselves registered in the data bank for Independent Directors being
maintained by the Indian Institute of Corporate Affairs (IICA), of the Ministry of Corporate
Affairs, Government of India and their names are included in the data bank maintained by IICA
(c) they are not aware of any circumstance or situation, existing or anticipated, which may impact
or impair their ability to discharge duties (d) that they have complied with the Code for
Independent Director prescribed in Schedule IV to the Companies Act, 2013 which forms a part of
the Company’s Code of Conduct for Directors and Senior Management Personnel, to which as
well, they affirm their compliance.

As required under Regulation 25(7) of SEBI (LODR) Regulations, the Company has programmes
for Familiarisation for the Independent Directors about the nature of the Industry, Business model,
roles, rights and responsibilities of Independent Directors and other relevant information. As
required under Regulation 46(2) (i) of SEBI (LODR) Regulations the details of the Familiarisation
Programme for Independent Directors are available at the Company’s website.

As required under Regulation 34(3) read with Schedule V Para C (10)(i) of LODR, Certificate
from the Ms. Parul Agarwal, Practicing Company Secretary that none of the Company’s Directors
have been debarred or disqualified from being appointed or continuing as directors of Companies,
is enclosed as an Annexure to the Corporate Governance Report.

D. COMPANY’S POLICY ON APPOINTMENT AND REMUNERATION OF
DIRECTORS:

The Company’s Policy for the appointment of Directors and Key and Senior Managerial
Personnel and their Remuneration policy can be accessed on the Company’s website at the web-
link http://www.shriniwasleasingfinance.in/resource/Share Holders Information/Policies.aspx

In seeking to select individuals for induction as directors on the Board of Directors of the
Company, the criteria such as qualifications, positive attributes, independence as set out in the
aforementioned policy, are strictly adhered to. Additionally, the knowledge, experience and
expertise of the incumbent and their relevance to the Company, are other aspects covered by the
policy, which are considered.

Remuneration packages for directors, key and senior management personnel, are drawn up in
consonance with the tenets as laid down in the Remuneration Policy. Depending upon the nature,
quantum, importance and intricacies of the responsibilities and functions being discharged as also
the standards prevailing in the industry the concerned individuals get the best possible
remuneration packages permissible under the applicable laws, so that the Company gets to retain
the best of quality and talent.

E. BOARD EVALUATION:

In compliance with the requirements of the Companies Act, 2013 and the SEBI (LODR)
Regulations, 2015, the Board of Directors has carried out an annual evaluation of its own
performance, board committees and individual directors.

Pursuant to Schedule II, Part D of LODR, the Nomination and Remuneration Committee has laid
down evaluation criteria for performance evaluation of Independent Directors, which is based on
attendance, expertise and contribution brought in by the Independent Director at the Board and
Committee Meetings, which shall be taken into account at the time of reappointment of
Independent Director.

The performance of the Independent Directors was reviewed and evaluated by the entire Board
and in such exercise, the director concerned whose performance was being evaluated, did not
participate.

Pursuant to Section 134(3)(p) of the Companies Act, 2013, and Regulation 25(4) of LODR,
Independent Directors have evaluated the quality, quantity and timeliness of the flow of
information between the Management and the Board, Performance of the Board as a whole and its
Members and other required matters. The performance of the committees was evaluated by the
Board after seeking inputs from the committee members based on criteria such as the composition
of committees, effectiveness of committee meetings, etc.

The performance of Non - Executive Directors, the Board as a whole and the Chairman of the
Company was evaluated by Independent Directors, after taking into account the views of the
Executive Director and Non - Executive Directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of
individual directors based on criteria such as the contribution of the individual director to the
Board and committee meetings like preparedness on the issues to be discussed, meaningful and
constructive contribution and inputs in meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India on January 5, 2017.

F. KEY MANAGERIAL PERSONNEL:

The following persons have been designated as Key Managerial Personnel of the Company
pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed there under.

? Ms. Rajni Tanwar, Managing Director

♦♦♦ Ms. Moni (Resigned w.e.f. 06/08/2025) and Mr Mukesh Kumar (Appointed w.e.f 06/08/2025)
as Chief Financial Officer

? Mr. Ravi Kumar Dhakar, Company Secretary

G. COMPANY SECRETARY:

Mr. Ravi Kumar Dhaker, an Associate member of the ICSI, Delhi has been appointed, by the
Board of Directors of the Company, as Company Secretary of the Company.

18. DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provision of section 134(5) of the Companies Act, 2013 the Board
confirms and submits the Director’s Responsibility Statement: -

a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been
followed;

b) 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;

c) The Directors have taken proper & sufficient care of 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 prevention & detecting fraud & other irregularities;

d) The Directors have prepared the accounts for the year ended 31^st March, 2025 on a going
concern basis.

e) The directors had laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and were operating effectively.

f) The directors had devised proper system to ensure compliance with the provision of all
applicable laws and that such systems were adequate and operating effectively.

19. MEETINGS

A. BOARD MEETINGS

The Board of Directors has duly met Seven (7) times in the Financial Year 2024-25.

The dates on which these meetings were held are 10/05/2024, 05/08/2024, 09/11/2024,
14/02/2024, 20/02/2025, 12/03/2025 and 21/03/2025. The periodicity between two Board
Meetings was within the maximum time gap as prescribed in the SEBI (Listing Obligations and
Disclosure Requirements), Regulations 2015 and Companies Act, 2013.

The composition of the Board of Directors, and their attendance at Board Meetings and

Name of director	Designation	Category	Number of board		Attendan
				Attended	ce in last AGM
Ms. Rajni Tanwar	Chairman & Managing	Executive & Non¬ Independent	7	7	YES
Mr. Surendra Kumar Jain	Director	Non-Executive & Independent	7	7	YES
Mr. Promila Sharma	Women Director	Non-Executive & Independent	7	7	YES

Mr. Vivek	Director	Non-Executive &	7	7	YES
Sharma		Independent

1. COMMITTEE MEETINGS

(i) AUDIT COMMITTEE:

The Audit Committee comprises four members and more than Two Third of the member of the
Committee are Independent Director. The Chairman of the Audit Committee is Independent
Director. During the Year Four (4) Audit Committee Meetings were convened and held.

Meetings of the Committee:

The Committee met (4) times dated on 09/05/2024, 05/08/2024, and 09/11/2024 and 14/02/2025
during the year ended March 31^st, 2025.

The Minutes of the Meetings of the Audit Committee are discussed and taken note by the board of
directors.

The Statutory Auditor, Internal Auditor and Executive Directors are invited to the meeting as and
when required.

The Composition of the Audit Committee and their attendance at the meeting till 31^st
March, 2025:

Name of Members	Category/Designation	No. of
		Meetings
		Held	Attended
Mr. Vivek Sharma	Chairperson / (Non-Executive & Independent)	04	04
Mrs. Promila Sharma	Member / (Non-Executive & Independent)	04	04
Mr. Surendra Kumar Jain	Member/ (Non-Executive & Independent)	04	04

(ii) NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee comprises Three Members of which majority of the
members of Committee are Independent Director as of now. During the Year Nomination &
Remuneration Committee Meetings were convened and held meetings of the Committee:

The Committee met one time (1) dated on 03/07/2024 during the year ended March 31, 2025. The
Minutes of the Meetings of the Nomination & Remuneration Committee are discussed and taken
note by the board of directors.

The Composition of the Nomination & Remuneration Committee and their attendance at the
meeting:

Name of Members	Category/Designation	No. of
		Meetings
		Held	Attended
Mr. Vivek Sharma	Chairperson / (Non-Executive & Independent)	01	01
Mrs. Promila Sharma	Member / (Non-Executive & Independent)	01	01
Mr. Surendra Kumar Jain	Member/ (Non-Executive & Independent)	01	01

(iii) STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

The Stakeholders’ Relationship Committee comprises Three (03) Members of which majority are
Independent Director as of now. During the Year one (01) Stakeholders’ Relationship Committee
Meetings were convened and held.

Scope of the Committee:

The scope of the Shareholders/ investors Grievance Committee is to review and address the
grievance of the shareholders in respect of share transfers, transmission, non-receipt of annual
report, non-receipt of dividend etc., and other related activities. In addition, the Committee also
looks into matters which can facilitate better investor’s services and relations.

Meetings of the Committee:

The Committee met one (01) time dated on 10/12/2024 during the year ended March 31^st, 2025.

The Minutes of the Meetings of the Stakeholders’ Relationship Committee are discussed and
taken note by the board of directors.

The Composition of the Stakeholders’ Relationship Committee and their attendance at the
meeting:

Name of	'' Members	Category/Designation	No. of Meetings
			—
			Held	Attended
Mr. Vivek Sharma		Chairperson / (Non-Executive & Independent)	01	01
Mrs. Promila Sharma		Member / (Non-Executive & Independent)	01	01
Mr. Surendra Kumar Jain		Member/ (Non-Executive & Independent)	01	01

(iv) RISK MANAGEMENT COMMITTEE:

The Risk Management Committee comprises Three (03) Members of which majority members of
Committee are Independent Director as of now. During the Year Two (02) Risk Management
Committee Meetings were convened and held.

Scope of the Committee:

The Committee constituted to understand and assess various kinds of risks associated with the
running of business and suggesting/implementing ways and means for eliminating/minimizing
risks to the business of the Company and periodic review of the management control
procedures/tools used to mitigate such risks.

Meetings of the Committee:

The Committee met One (02) times dated on 08/08/2024 and 01/11/2024 during the financial year
ended March 31, 2025.

The Minutes of the Meetings of the Risk Management Committee are discussed and taken note by
the board of directors.

The Composition of Risk Management Committee and their attendance at the meeting:

Name of Members	Category/Designation	No. of Meetings
		Held	Attended
Ms. Rajni Tanwar	Chairman/ (Executive & Non- Independent)	02	02
Mrs. Promila Sharma	Member/	02	02
	(Non-Executive & Independent)
Mr. Surendra Kumar Jain	Member/ (Non-Executive & Independent)	02	02

(v) ASSET LIABILITY MANAGEMENT COMMITTEE:

The Asset Liability Management Committee of the Board was comprising Three (3) members of
which majority of the members of Committee are Non-Executive Directors as of now. The Asset
Liability Management Committee of the Board has been entrusted with the following
responsibilities:

• To ensure proper funding and capital planning, management of capital markets risks, profit
planning, forecasting and analyzing interest movements etc.

• The ALCO should actively monitor the company’s liquidity profile and should have
sufficiently broad representation across major internal functions that can be directly influence
the company’s liquidity risks profile (e.g., lending, investment, securities, wholesale and retail
funding).

• The ALCO should ensure that the risk measurement system adequately identifies and quantifies
risk exposure.

Meetings of the Committee:

The Committee met One (01) time dated on 22/08/2024 during the Financial Year 2024-25.

The Minutes of the Meetings of the Asset Liability Management Committee are discussed and

taken note by the board of directors

The Composition of Asset Liability Management Committee and their attendance at the

meeting:

Name of Members	Category/Designation	No. of Meetings
		Held	Attended
Ms. Rajni Tanwar	Chairman/ (Executive & Non- Independent)	01	01
Mr. Vivek Sharma	Member/ (Non-Executive & Independent)	01	01
Mr. Surendra Kumar Jain	Member/ (Non-Executive & Independent)	01	01

(vi) INVESTMENT COMMITTEE

The Investment Committee of the Board comprised Three (3) members as of now out of which
majority of the directors are Non-Executive and one member of the Committee is Independent
Director of the company.

Meetings of the Committee:

The Committee met One (01) time dated on 03/07/2024 during the Financial Year 2024-25.

The Minutes of the Meetings of the Investment Committee are discussed and taken note by the
Board of Directors.

The Composition of Investment Committee and their attendance at the meeting:

Name of Members	Category/Designation	No. of
		Meetings
		Held	Attended
Ms. Rajni Tanwar	Chairman/ (Executive & Non- Independent)	01	01
Ms. Promila Sharma	Member/	01	0
	(Non-Executive & Independent)		1

Mr. Surendra Kumar Jain	Member/	01	0
	(Non-Executive & Independent)		1

COMPLIANCE OFFICER:

NAME OF THE		Mr. Ravi Kumar Dhaker
COMPLIANCE OFFICER		(Qualified Company Secretary)
CONTACT DETAILS		47/18, Rajendra Place Metro Station, New Delhi-
		110060
E- MAIL ID	shriniwas.limited@gmail .com

20. SHARE HOLDER MEETINGS:

There is only One Shareholder Meeting i.e., AGM (Annual General Meeting) held on Saturday,
30^th August, 2025 at 02:00 P.M at through Video Conferencing (“VC”)/ Other Audio-Visual
Mean (OAVM).

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investment covered under the provisions of Section 186 of the
Companies Act, 2013 are given in the Notes to the Financial Statements.

22. INTERNAL FINANCIAL CONTROL SYSTEM:

The Company has in place well defined and adequate internal controls commensurate with the
Size of the Company and same were operating throughout the year. The Company has in house
Internal Audit Function. Your Directors are of the view that there are adequate policies and
procedures in place in the Company so as to ensure:

a) The maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company;

b) provide reasonable assurance that transactions are recorded as necessary to permit preparation
of financial statements in accordance with generally accepted accounting principles, and that
receipts and expenditures of the company are being made only in accordance with authorizations
of management and directors of the company; and

c) Provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a material effect on the
financial statements.

23. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The statement containing the top ten employees and the employees drawing remuneration in
excess of limit prescribed under Section 197(12) of the Companies Act, 2013 (Act) read with Rule
5(2) & (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, forms part of the report. However, In terms of the proviso to Section 136(1) of the Act, the

Report and Accounts are being sent to the Members and others entitled thereto, excluding the said
information on employees’ particulars. The said statement is also available for inspection at the
Registered Office of the Company during business hours on working days of the Company up to
the date of the ensuing Annual General Meeting. Any Member interested in obtaining a copy of
the same may write to the Company Secretary.

24. ANNUAL RETURN

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the copy of the
Annual Return for FY 2024-25 is uploaded on the website of the Company and the same is
available at the website of the Company at https://shriniwasleasingfinance.in/ and web-links
thereto are given below:

Annual Return for FY 2024-25:

https://shriniwasleasingfinance.in/resource/Share Holders Information/image/Annual-return-
Mgt-9.pdf

25. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM:

Pursuant to Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of SEBI
(LODR) Regulations, 2015, Company has established a vigil mechanism and has a whistle blower
policy. The policy provides the mechanism for the receipt, retention and treatment of complaints
and to protect the confidentiality and anonymity of the stakeholders. The Vigil Mechanism
provides a mechanism for employees of the Company to approach the Chairman of the Audit
Committee for Redressal. No person has been denied access to the Chairman of the Audit
Committee.

The whistle Blower Policy is available on the website of the company i.e.,
http://www.shriniwasleasingfinance.in/resource/Share Holders Information/Policies.aspx

26. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as
there were no transactions pertaining to or developments/happenings in respect of such matters,
during the year under review:

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

b. Issue of shares (including sweat equity shares) to employees of the Company under any
scheme including the stock option schemes in force in the Company.

c. Passing of Material orders by the Regulators or Courts or Tribunals which impact the going
concern status and Company’s operations in future.

d. Corporate insolvency resolution process initiated or pending of any insolvency proceedings
under the insolvency and bankruptcy code, 2016 (IBC)

27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Particulars of Contracts or Arrangements with Related Parties for the year 2024-25 is annexed
herewith to the Financial Statements in Form No. AOC-2.

CORPORATE GOVERNANCE:

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirement) Regulation,
2015, report on Corporate Governance is applicable as the Company is within the prescribed limit
that the Paid-up Share Capital of the Company.

25. MANAGEMENT DISCUSSION ANALYSIS REPORT:

The Management Discussion and Analysis Report is applicable to the Company; accordingly, as
stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is
presented in a separate section which forms part of the Annual Report under Annexure II.

26. CREDIT RATING:

The Directors are pleased to report that the Company has its membership from all Four RBI
authorised CIC’s i.e., Trans Union Cibil Limited (CIBIL), Equifax Credit Information Services
Private Limited (ECIS), Experian Credit Information Company of India Pvt Ltd, and CRIF High
Mark Credit Information Services Pvt. Ltd.

27. PUBLIC DEPOSITS

Your Company being a Non-Systemically Important Non-Banking Financial Company Not
accepting public deposits (“NBFC-ND-NSI”) registered with Reserve Bank of India (“the RBI”)
under Section 45-IA of the Reserve Bank of India Act, 1934, has not accepted or renewed any
deposit as covered under Chapter V of the Act read with the Companies (Acceptance of Deposit)
Rules, 2014, as amended, from its members or the public during the year under review.

28. EXPOSURE TO REAL ESTATE:

The company has exposure in Real Sectors to the tune of Rs. 5,29,04,740/- IN THE 2 Real Sector
Companies i.e.:

> Best Reality LLP Rs. 14,45,630/¬
> Ridhi Sidhi Home Developers Pvt Ltd- Rs. 5,14,59,110/-

29. AUDITORS:

A. STATUTORY AUDITORS:

At the Board Meeting of the company held on Friday, 30th May, 2025, Board has appointed M/S
V R S K & ASSOCIATES, Chartered Accountants (Firm Registration No. (011199N) as Statutory
Auditors of the Company under casual vacancy in place of M/S H K CHHABRA & CO,
Chartered Accountants (Firm Registration No. (010917N) who tender his resignation on 07th May
2025, to hold the office till the conclusion of Ensuing AGM.

Re-Appointment of M/S V R S K & ASSOCIATES, Chartered Accountants (Firm Registration
No. (011199N), as Statutory Auditors of the Company would be tabled at the meeting of
Members, to be appointed as a Statutory Auditor of the Company Subject to the approval of
Shareholders at General Meeting.

At the Board Meeting of the company held on Friday, 14th February, 2025, Board has appointed
M/s H K Chhabra & Co., Chartered Accountants (Firm Registration No. 010917N) as Statutory

Auditors of the Company under casual vacancy in place of GSA & ASSOCIATES LLP.,
Chartered Accountants (ICAI Registration No. AAS-8863) to hold the office till the conclusion of
Ensuing AGM.

However, A Certificate from the Auditors has been received from the Statutory to the effect that
their appointment, if made, would be within the limits prescribed under section 141(3)(g) of the
Companies Act, 2013 and that they are not disqualified to be appointed as statutory auditors in
terms of the provisions of the proviso to section 139(1), section 141(2) and section 141(3) of the
companies Act, 2013, and the provisions of Companies (Audit and Auditors) Rules, 2014.

• Statutory Auditor’s Report

The Auditors have given an Audit Report on Financial of 2024-25 and annexed herewith marked
as Annexure- I.

• Statutory Auditor’s Observations: -

The observations made by Auditors with reference to notes to account are Self-explanatory and
need no comments. The Board of Directors considered the matter and seeking to resolve the
matter, if any.

B. SECRETARIAL AUDITOR:

The Company has appointed ACS Parul Agrawal, (Company Secretary) as Secretarial Auditors of
the Company.

• Secretarial Auditor’s Report

The Secretarial Audit Report is annexed herewith marked as Annexure- III to this report in Form
No. MR-3.

Secretarial Auditor’s Observations

The Company has duly complied with all the Provisions of Companies Act, 2013, Secretarial
Standards, NBFC Regulations, SEBI, LODR, 2015 and other applicable provisions and need no
comments.

C. INTERNAL AUDITOR:

• Internal Auditor’s Report & Observations

Mr. Bharat Bhushan placed the internal audit report to the Board of Directors.

• Internal Auditor’s Observations

Internal audit report self-explanatory and need no comments.

30. MAINTENANCE OF COST RECORDS- Not Applicable

Maintenance of Cost Audit 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 and accordingly
such accounts and records are not required to be made and maintained. Also Cost Audit is not
applicable to the Company.

31. ENHANCING SHAREHOLDER VALUE:

Your Company firmly believes that its success in the market place and a good reputation is among
the primary determination of value to the shareholders. For this purpose, the Management has
listed its shares on BSE Limited having nationwide trading platform.

32. PARTICULARS OF EMPLOYEES

Disclosure under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

The information required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(1)
of the Companies (Appointment and Remuneration of managerial personnel) Rules, 2014 as
amended, has been furnished herein below.

The percentage increase in remuneration of each Director, Chief Financial Officer and Company
Secretary during the financial year 2024-25, ratio of the remuneration of each Director to the
median remuneration of the employees of the Company for the financial year 2024-25 and the
comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of
the Company are as under:

Sr. No	Name of Director/KMP and Designation	% Increase in Remuneration	Ratio of Remuneration of each Director / to
		in the Financial Year 2024-25	Median Remuneration of Employees
1.	Ms. Rajni Tanwar, Managing Director	-	-
2.	Mr. Surendra Kumar Jain, Director	-	-
3.	Mr. Vivek Sharma, Director	-	-
4	Mrs. Promila Sharma, Director	-	-
5	Ms. Moni, Chief Financial Officer	-	-
6	Mr. Ravi Kumar Dhaker, CS	-	-

Note: Sitting fees paid to Independent Directors and Non-executive director are not getting
any kind of salary or fees. Hence not included in the above table.

The remuneration has been paid on pro-rata basis for those who served for only part of financial
year 2024-25.

• The percentage increase in remuneration of each director CFO, CEO, Company Secretary or
Manager, if any, in the financial year 2024-25: NIL

• Percentage increase in median remuneration of employees in the financial year: NIL

• The number of permanent employees on the rolls of the company as on 31^st March, 2025 is 5.

• Affirmation that the remuneration is as per the remuneration policy of the company:

Pursuant to Rule 5(1) (Xii) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, Key Managerial
Personnel and senior management is as per the Remuneration Policy of your Company.

None of the employee was drawing in excess of the limits by the Companies Act, 2013 and
rules made there under which needs to be disclosed in the Directors Report.

33. DEMATERILISATION OF SHARES:

The Company has connectivity with NSDL & CDSL for dematerialization of its equity shares.
The ISIN- INE201F01015 has been allotted for the Company. Therefore, investors may keep their
shareholding in the electronic mode with their Depository Participates 88.99% of the Company’s
Paid-up Share Capital is in dematerialized form as on 31st March, 2025 and balance 11.01% is in
physical form.

34. LISTING OF SHARES:

The Company has got listed 39,97,000 Equity Shares of INR 10/- each on Bombay Stock
Exchange (BSE). There has been no change in listing of shares.

35. HEALTH. SAFETY AND ENVIRONMENT PROTECTION:

The Company has complied with all the applicable environmental law and labour laws. The
Company has been complying with the relevant laws and has been taking all necessary measures
to protect the environment and maximize worker protection and safety.

36. HUMAN RESOURCES:

People remain the most valuable asset of your Company. Your Company follows a policy of
building strong teams of talented professionals. Your Company continues to build on its
capabilities in getting the right talent to support different products and geographies and is taking
effective steps to retain the talent. It has built an open, transparent and meritocratic culture to
nurture this asset.

The Company recognizes people as its most valuable asset and The Company has kept a sharp
focus on Employee Engagement. The Company’s Human Resources is commensurate with the
size, nature and operations of the Company.

37. DISCLOSURE OF FRAUDS IN THE BOARD’S REPORT UNDER SECTION 143 OF
THE COMPANIES ACT. 2013:

During the year, your directors do not observe any transactions which could result in a fraud. Your
Directors hereby declares that the Company has not been encountered with any fraud or fraudulent
activity during the Financial Year 2024-25.

38. COMPLIANCE

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

The Company has complied with all applicable provisions of the Companies Act, 2013, Listing
Agreement executed with the Stock Exchange(s), SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and other applicable rules/regulations/guidelines issued from
time to time.

39. SECRETARIAL STANDARDS OF ICSI

Pursuant to the approval by the Central Government to the Secretarial Standards specified by the
Institute of Company Secretaries of India on April 10, 2015, the Secretarial Standards on Meetings
of the Board of Directors (SS-1) and General Meetings (SS-2) came into effect from July 01,
2015. Thereafter, Secretarial Standards were revised with effect from October 01, 2017. The
Company is in compliance with the Secretarial Standards.

40. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the
Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.
Internal Complaints Committee (ICC) has been set up to redress complaints received regarding
sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under
this policy.

The policy is available on the website of the company i.e. www.shriniwasleasingfinance.in. The
following is a summary of sexual harassment complaints received and disposed of during the year
2024-25.

No of complaints received : NIL

No of complaints disposed off : NIL.

41. DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY:

In compliance with Regulation 21(2) of the SEBI (Listing Obligations And Disclosure
Requirements) Regulations, 2015 as amended upto date, pursuant to the recent amendment in such
regulations notified by SEBI on May 5, 2021, a Risk Management Committee was constituted by
the Board of Directors comprising of Ms. Rajni Tanwar, Chairman, Mrs. Promila Sharma and Mr.
Surendra Kumar Jain, are the members of Risk Management Committee as on 31^st March, 2025
and to oversee implementation of the Risk Management Policy in force in the Company, and
monitor and evaluate risks, basis appropriate methodology, processes and systems.

All the members of the Risk Management Committee are Non-Executive Directors of the
company and majority of the directors of the Risk Management Committee are Independent
Director of the Company. The Risk Management Policy is in force and application in the
Company, has been drawn up based on a detailed assessment of the operational risks, risks
associated with related business in India, in general and the business of the Company in particular.
The Risk management Policy also covers the risks related to the Company assets and property, the
risks which the employees of the Company may get exposed to, the risks arising out of non -
compliance if any, with the provisions of and requirements laid down under various applicable
statutes, Foreign Exchange related risks, risks which could emanate from business competition,
contractual risks etc.

The assets of the Company are adequately insured against the loss of fire, riot, earthquake,
terrorism, loss of profits, etc. other risks which considered necessary by the management. The
Company has been addressing the various risks impacting the Company and policy of the
Company on risk management is continuously reviewed by the Management of the Company.
Management Discussion and Analysis Report which forms part of the Annual Report identifies
key risks, which can affect the performance of the Company. The policy has been uploaded on the
website of the Company.

42. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON
ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibility initiatives
as the said provisions are not applicable.

43. DETAILS OF CRYPTO / VIRTUAL CURRENCY

There were no Transaction and Financial Dealing in Crypto /Virtual Currency during the Financial
Year 2024-25.

44. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE
FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE REPORT

Apart from the information provided/disclosures made elsewhere in the Directors’ Report
including Annexures thereof, there are no material changes and commitments affecting the
financial position of the Company, occurred between the end of the Financial year of the
Company i.e. March 31, 2025 till date of this Report.

45. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

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

46. CAPITAL FUND TO RISK WEIGHTED ASSETS :

Percentage to capital funds to risk weighted assets/exposures:

PARTICULARS	IN %
Tier-I Capital	- 9.77
Tier-II Capital	-0.00
Total	-9.77

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

The information pertaining to conservation of energy, technology absorption, foreign exchange
Earnings and outgo as required under Section 134(3) of the Companies Act, 2013 read with Rule
8(3) of the Companies (Accounts) Rules, 2014 is furnished.

(A) Conservation of energy:

Steps taken / impact on conservation of energy, with special reference to the following: NIL
Steps taken for utilizing alternate sources of energy including waste generated: NIL

(B) Technology absorption:

Efforts, in brief, made towards technology absorption. Benefits derived as a result of the above
efforts, e.g., product improvement, cost reduction, product development, import substitution, etc.
The Company has not taken any technical knowhow from anyone and hence not applicable. In
case of imported technology (imported during the last 3 years reckoned from the beginning of the
financial year), following information may be furnished:

The Company has not imported any technology and hence not applicable.

Expenditure incurred on Research and Development: The Company has not incurred any
expenditure on research and development.

(C) Foreign Exchange Earnings/ Outgo:

Foreign Exchange Earnings and Outgoings	31st March, 2025	31st March, 2024
Earnings in Foreign Currency (FOB Value of	NIL	NIL
exports)
Expenditure in Foreign Currency	NIL	NIL

48. DETAILS OF APPLICATION MADE FOR OR PROCEEDING PENDING UNDER
INSOLVENCY AND BANKRUPTCY CODE, 2016.

During the year under review, there were no application made or proceeding in the name of the
Company under the Insolvency and Bankruptcy Code, 2016.

49. GREEN INITIATIVES:

This year too, Annual Report and the notice of the 40^th Annual General Meeting of the Company
are being sent to all members electronically, at their registered e-mail ids as made available to the
Company or its Registrar and Transfer Agent, Skyline Financial Services Pvt. Ltd.

The e-voting facility is being provided to the members to enable them to cast their votes
electronically on all resolutions sent forth in the notice, pursuant to Section 108 of the Companies
Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014.
The instructions for e-voting are provided in the notice.

Furthermore, in compliance with the conditions and the related procedure laid down in the MCA
Circulars, the meeting and the voting thereat shall take place in the manner so laid down.

50. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME
SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND
FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of loans taken from Banks
and Financial Institutions.

51. A STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE OF
THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961

Statement on Compliance with the Maternity Benefit Act, 1961, We hereby affirm that our
company fully complies with the provisions of the Maternity Benefit Act, 1961, as amended from
time to time. We are committed to ensuring the rights and welfare of our women employees, and
accordingly:

Maternity benefits, including paid leave, medical bonus, nursing breaks, and other applicable
entitlements, are provided in accordance with the Act, No discrimination is made against women
employees on account of pregnancy, childbirth, or any conditions related thereto, Appropriate
records are maintained as per statutory requirements, We ensure a safe, inclusive, and supportive
work environment for all women employees, particularly during maternity and post-maternity
periods. This statement is issued in good faith and in the interest of transparency and statutory
compliance.

52. ACKNOWLEDGEMENT:

The Directors are thankful to the Bankers, Customers, Dealers, and Vendors for their valuable
support and assistance.

The Directors wish to place on record their appreciation of the commendable work done,
dedication and sincerity by all the employees of the Company at all levels during the year under
review.

The Company will make every effort to meet the aspirations of its shareholders and wish to
sincerely thank them for their whole hearted co-operation and support at all times.

FOR AND ON BEHALF OF BOARD OF DIRECTORS
SHRI NIWAS LEASING AND FINANCE LIMITED

Sd/- Sd/-

Rajni Tanwar Surendra Kumar Jain

DATE: 06/08/2025 Managing Director Director

PLACE: NEW DELHI DIN: 08201251 DIN: 00530035

---

Mar 31, 2024

The Directors have pleasure in presenting before you the 39^thAnnual Report on the Business and
Operations of the Company along with the Audited Financial Statement for the financial year ended
31^st March, 2024.

1. FINANCIAL SUMMARY HIGHLIGHTS:

Financial Result of the Company for the year under review along with the figures for previous year
is as follows:

niv 7 nnm

Particulars	31st March, 2024	31st March, 2023
Total Income	4,727	3457
Total Expenses	7,597	1,984
Profit/(Loss) before tax	(13,582)	79
Less: Provision for Taxation	-	-
Current Tax	-	230
Previous Year Tax	-	-
Deferred Tax	12	(22)
Provision for Income Tax	-	-
Profit/(Loss) after tax	(13,594)	(129)

2. STATE OF COMPANY AFFAIRS:

During the Financial Year 2023-24, the Company has recorded Revenue ofT 4,727 Thousands.
The Company has earned Net Loss after Tax of ? (13,594) Thousands. The Directors are optimistic
about future performance of the Company.

3. WEB ADDRESS OF ANNUAL RETURN

The Web Address Where Annual Return of the Company for the Financial Year 2023-24 referred
in sub-section (3) of Section 92 has been placed is mentioned below:
http://shriniwasleasingfinance.in/resource/Share Holders Information/Annual-Return.aspx

4. CHANGE IN NATURE OF BUSINESS:

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

5. SUBSIDIARY/ ASSOCIATE/ JOINT-VENTURE COMPANIES:

The Company does not have any subsidiary/ Associate/ Joint-Venture Company during the
Financial Year under review.

6. SHARE CAPITAL:

During the year, Authorized Share Capital of the company divided into 4,40,00,000/- (Four Crore
Forty Lacs Only) Equity Shares of Rs. 10/- (Rupee Ten) each. The Authorized Share Capital is
? 44,00,00,000/- and Paid-up Equity Share Capital as on 31^st March, 2024 was T 3,99,70,000/-.

Note: The Company in its board meeting dated March 21, 2023, has approve the raising of fund by
the way of rights issue of partly paid up equity shares of company for the value not exceeding
Rs. 48 Crore, for which company has received the in-principle approval from BSE March 07, 2024.
The allotment has not done yet.

DISTRIBUTION OF 3997000 EQUITY SHARE CAPITAL AS ON : 31/03/2024
Nominal Value of Each Share: T10 PAN Consolidation
Share or Debenture holding Nominal Value	Number of Shareholders	% to Total Numbers	Share or Debenture % holding Amount	to Total Amount
			(Rs.)
1	2	3	4	5
Up To 5,000	926	96.36	47,75,320	11.95
5001 To 10,000	9	0.94	7,53,780	1.89
10001 To 20,000	7	0.73	10,32,000	2.59
20001 To 30,000	1	0.104	2,32,000	0.58
30001 To 40,000	-	-	-	-
40001 To 50,000	-	-	-	-
50001 To 1,00,000	9	0.94	69,38,560	17.36
1,00,000 and Above	9	0.94	2,62,38,340	65.65
Total	961	100.00	3,99,70,000.00	100.00

7. DIVIDEND:

As the company kept the profits for investment in better projects it regrets not to recommend any
dividend during the year, but the directors are hopeful better result in ensuring future.

8. TRANSFER TO RESERVES:

The Company has not transferred any amount to the General Reserves, due to net loss during the
year.

9. NON-ACCEPTANCE OF PUBLIC DEPOSITS:

The Company has not accepted any Public Deposits or any Fixed Deposit during the Financial Year
2023-24 and hence there are no defaults in repayment of amount of principal and interest as on the
date of Balance Sheet.

10. CODE OF CONUCT ON SEBI (PIT)

The Company has laid down a code of conduct for all Board members and senior management
personnel. The Code of Conduct is available at company’s website www.shriniwasleasingfinance.in

11. RBI GUIDELINES:

The Company continues to fulfill the Directions, norms and standards laid down by the Reserve
Bank of India for the Non-Banking Financial Company.

12. NBFC REGISTRATION:

The company has been registered with Reserve Bank of India as Non-Banking Finance Company
Vide Registration No. 14.00808 dated 20^th May, 1998.

13. NON-BANKING FINANCIAL COMPANIES AUDITOR’S REPORT(RESERVE BANK)
DIRECTIONS, 2016:

Pursuant to the Non-Banking Financial Companies Auditor’s Report (Reserve Bank) Directions,
2016, a Report from the Statutory Auditors to the Board of Directors has been received by your
company. This Report has certified that the Company has certified with all the directions and
prudential norms as prescribed under the RBI ACT, 1934.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the financial year 2023-24, Mr. Virendra Jain, Executive Director of the company had
resigned from his designation citing personal reason on 12^th May, 2023.

A. DIRECTORS RETIRE BY ROTATION:

In terms of the provisions of Section 152 of the Companies Act, 2013 and Articles of Association
of the Company, Ms. Rajni Tanwar (DIN: 08201251), Managing Director of the Company, is liable
to retire by rotation at the ensuring Annual General Meeting and being eligible, offer herself for re¬
appointment. The Board of Directors recommends her re-appointment.

The detailed profile of the Directors seeking re-appointment is given in the explanatory statement
accompanying notice to AGM and additionally in the Corporate Governance Report forming part
of the Annual Report.

B. INDEPENDENT DIRECTORS:

The Independent Directors hold office for a fixed term of five years and are not liable to retire by
rotation. The Independent Directors have submitted their disclosure to the Board that they fulfil all
the requirements as to qualify for their appointment as an Independent Director under the provisions
of the Companies Act, 2013 as well as SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The policy for regularization of Independent Director is also placed on Website
of the company i.e., http://www.shriniwasleasingfinance.in/ respectively.

During the Year, one (1) Meeting held in the F.Y. 2023-24 on November 16, 2023 of the
Independent Directors.

During the year under review, no Non-Executive Directors (NEDs) of the Company had any
pecuniary relationship or transactions with the Company.

C. DECLARATIONS FROM INDEPENDENT DIRECTORS:

In terms of Section 149 of the Act, Mr. Vivek Sharma and Mrs. Promila Sharma are the Independent
Directors of the Company as on March 31, 2024 and also as on date. The Company has received
declarations from the Independent Directors to the effect that (a) they fulfil the criteria for
independence as laid down under Section 149(6) of the Companies Act, 2013 and the rules framed
thereunder, read with Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 as amended upto date (“Listing Regulations”) (b) that they have
got themselves registered in the data bank for Independent Directors being maintained by the Indian
Institute of Corporate Affairs (IICA), of the Ministry of Corporate Affairs, Government of India and
their names are included in the data bank maintained by IICA (c) they are not aware of any
circumstance or situation, existing or anticipated, which may impact or impair their ability to
discharge duties (d) that they have complied with the Code for Independent Director prescribed in
Schedule IV to the Companies Act, 2013 which forms a part of the Company’s Code of Conduct
for Directors and Senior Management Personnel, to which as well, they affirm their compliance.

As required under Regulation 25(7) of SEBI (LODR) Regulations, the Company has programmes
for Familiarisation for the Independent Directors about the nature of the Industry, Business model,
roles, rights and responsibilities of Independent Directors and other relevant information. As
required under Regulation 46(2) (i) of SEBI (LODR) Regulations the details of the Familiarisation
Programme for Independent Directors are available at the Company’s website.

As required under Regulation 34(3) read with Schedule V Para C (10)(i) of LODR, Certificate from
the Ms. Parul Agarwal, Practicing Company Secretary that none of the Company’s Directors have
been debarred or disqualified from being appointed or continuing as directors of Companies, is
enclosed as an Annexure to the Corporate Governance Report.

D. COMPANY’S POLICY ON APPOINTMENT AND REMUNERATION OF
DIRECTORS:

The Company’s Policy for the appointment of Directors and Key and Senior Managerial Personnel
and their Remuneration policy can be accessed on the Company’s website at the web-link
http://www.shriniwasleasingfinance.in/resource/Share Holders Information/Policies.aspx

In seeking to select individuals for induction as directors on the Board of Directors of the Company,
the criteria such as qualifications, positive attributes, independence as set out in the aforementioned
policy, are strictly adhered to. Additionally, the knowledge, experience and expertise of the
incumbent and their relevance to the Company, are other aspects covered by the policy, which are
considered.

Remuneration packages for directors, key and senior management personnel, are drawn up in
consonance with the tenets as laid down in the Remuneration Policy. Depending upon the nature,
quantum, importance and intricacies of the responsibilities and functions being discharged as also
the standards prevailing in the industry the concerned individuals get the best possible remuneration
packages permissible under the applicable laws, so that the Company gets to retain the best of
quality and talent.

E. BOARD EVALUATION:

In compliance with the requirements of the Companies Act, 2013 and the SEBI (LODR)
Regulations, 2015, the Board of Directors has carried out an annual evaluation of its own
performance, board committees and individual directors.

Pursuant to Schedule II, Part D of LODR, the Nomination and Remuneration Committee has laid
down evaluation criteria for performance evaluation of Independent Directors, which is based on
attendance, expertise and contribution brought in by the Independent Director at the Board and
Committee Meetings, which shall be taken into account at the time of reappointment of Independent
Director.

The performance of the Independent Directors was reviewed and evaluated by the entire Board and
in such exercise, the director concerned whose performance was being evaluated, did not participate.

Pursuant to Section 134(3)(p) of the Companies Act, 2013, and Regulation 25(4) of LODR,
Independent Directors have evaluated the quality, quantity and timeliness of the flow of information
between the Management and the Board, Performance of the Board as a whole and its Members and
other required matters. The performance of the committees was evaluated by the Board after seeking
inputs from the committee members based on criteria such as the composition of committees,
effectiveness of committee meetings, etc.

The performance of Non - Executive Directors, the Board as a whole and the Chairman of the
Company was evaluated by Independent Directors, after taking into account the views of the
Executive Director and Non - Executive Directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of
individual directors based on criteria such as the contribution of the individual director to the Board
and committee meetings like preparedness on the issues to be discussed, meaningful and
constructive contribution and inputs in meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India on January 5, 2017.

F. KEY MANAGERIAL PERSONNEL:

The following persons have been designated as Key Managerial Personnel of the Company pursuant
to Section 2(51) and Section 203 of the Act, read with the Rules framed there under.

? Ms. Rajni Tanwar, Managing Director
♦♦♦ Ms. Moni, Chief Financial Officer

? Mr. Ravi Kumar Dhakar, Company Secretary

G. COMPANY SECRETARY:

Mr. Ravi Kumar Dhaker, an Associate member of the ICSI, Delhi has been appointed, by the
Board of Directors of the Company, as Company Secretary of the Company.

15. DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provision of section 134(5) of the Companies Act, 2013 the Board confirms
and submits the Director’s Responsibility Statement: -

a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been
followed;

b) 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;

c) The Directors have taken proper & sufficient care of 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 prevention & detecting fraud & other irregularities;

d) The Directors have prepared the accounts for the year ended 31^stMarch, 2024 on a going
concern basis.

e) The directors had laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and were operating effectively.

f) The directors had devised proper system to ensure compliance with the provision of all
applicable laws and that such systems were adequate and operating effectively.

16. MEETINGS :-

A. BOARD MEETINGS

The Board of Directors has duly met SEVEN (7) times in the Financial Year 2023-24.

The dates on which these meetings were held are 12/05/2023, 01/08/2023, 21/08/2023, 25/08/2023,
22/09/2023, 08/11/2023 and 18/01/2024. The periodicity between two Board Meetings was within
the maximum time gap as prescribed in the SEBI (Listing Obligations and Disclosure
Requirements), Regulations 2015 and Companies Act, 2013.

Name of director	Designation	Category		Number of board		Attendan
					g ce in last AGM
Ms. Rajni Tanwar	Chairman & Managing	Executive & Non¬ Independent		7	7	YES
Mr. Surendra Kumar Jain	Director	Non-Executive & Independent		7	7	YES
Mr. Promila Sharma	Women Director	Non-Executive & Independent		7	7	YES
Mr. Vivek Sharma	Director	Non-Executive & Independent		7	7	YES
Mr. Virendra Jain*	Director	Executive Director		1	1	NO

• Mr. Virendra Jain (Executive Director) resigned from Company with effect from 12^th
May 2023.

1. COMMITTEE MEETINGS

(i) AUDIT COMMITTEE:

The Audit Committee comprises four members and more than Two Third of the member of the
Committee are Independent Director. The Chairman of the Audit Committee is Independent
Director. During the Year Four (4) Audit Committee Meetings were convened and held.

Meetings of the Committee:

The Committee met (4) times dated on 12/05/2023, 28/07/2023, 18/08/2023 and 15/01/2024
during the year ended March 31^st, 2024.

The Minutes of the Meetings of the Audit Committee are discussed and taken note by the board
of directors.

The Statutory Auditor, Internal Auditor and Executive Directors are invited to the meeting as
and when required.

The Composition of the Audit Committee and their attendance at the meeting till 31^st March,
2024:

Name of Members	Category/Designation	No. of Meetings
		Held	Attended
Mr. Vivek Sharma	Chairperson	04	04
Mrs. Promila Sharma	Member	04	04
Mr. Surendra Kumar Jain	Member	04	04

(ii) NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee comprises Three Members of which majority of the
members of Committee are Independent Director as of now. During the Year Nomination &
Remuneration Committee Meetings were convened and held meetings of the Committee:

The Committee met one time (1) dated on 12/08/2023. during the year ended March 31, 2024.The
Minutes of the Meetings of the Nomination & Remuneration Committee are discussed and taken
note by the board of directors.

The Composition of the Nomination & Remuneration Committee and their attendance at the
meeting:

Name of Members	Category/Designati	No. of Meetings
	on
		Held	Attended
Mr. Vivek Sharma	Chairperson	01	01
Mrs. Promila Sharma	Member	01	01
Mr. Surendra Kumar Jain	Member	01	01

(iii) STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

The Stakeholders’ Relationship Committee comprises Three (03) Members of which majority are
Independent Director as of now. During the Year one (01) Stakeholders’ Relationship Committee
Meetings were convened and held.

Scope of the Committee:

The scope of the Shareholders/ investors Grievance Committee is to review and address the
grievance of the shareholders in respect of share transfers, transmission, non-receipt of annual
report, non-receipt of dividend etc., and other related activities. In addition, the Committee also
looks into matters which can facilitate better investor’s services and relations.

Meetings of the Committee:

The Committee met one (01) time dated on 13/10/2023 during the year ended March 31^st, 2024.

The Minutes of the Meetings of the Stakeholders’ Relationship Committee are discussed and taken
note by the board of directors.

The Composition of the Stakeholders’ Relationship Committee and their attendance at the
meeting:

Name of Members	Category/Designation	No. of Meetings
		Held	Attended
Mr. Vivek Sharma	Chairperson	01	01
Mrs. Promila Sharma	Member	01	01
Mr. Surendra Kumar Jain	Member	01	01

(iv) RISK MANAGEMENT COMMITTEE:

The Risk Management Committee comprises Three (03) Members of which majority members of
Committee are Independent Director as of now. During the Year Two (02) Risk Management
Committee Meetings were convened and held.

Scope of the Committee:

The Committee constituted to understand and assess various kinds of risks associated with the
running of business and suggesting/implementing ways and means for eliminating/minimizing risks
to the business of the Company and periodic review of the management control procedures/tools
used to mitigate such risks.

Meetings of the Committee:

The Committee met Two (02) times dated on 23/08/2023 and 01/11/2023 during the financial year
ended March 31, 2024.

The Minutes of the Meetings of the Risk Management Committee are discussed and taken note by
the board of directors.

The Composition of Risk Management Committee and their attendance at the meeting:

Name of Members	Category/Designation	No. of Meetings
		Held	Attended
Ms. Rajni Tanwar	Chairman	02	02
Mrs. Promila Sharma	Member	02	02
Mr. Surendra Kumar Jain	Member	02	02

(v) ASSET LIABILITY MANAGEMENT COMMITTEE:

The Asset Liability Management Committee of the Board was comprising Three (3) members of
which majority of the members of Committee are Non-Executive Directors as of now

The Asset Liability Management Committee of the Board has been entrusted with the following
responsibilities:

• To ensure proper funding and capital planning, management of capital markets risks, profit
planning, forecasting and analyzing interest movements etc.

• The ALCO should actively monitor the company’s liquidity profile and should have sufficiently
broad representation across major internal functions that can be directly influence the company’s
liquidity risks profile (e.g., lending, investment, securities, wholesale and retail funding).

• The ALCO should ensure that the risk measurement system adequately identifies and quantifies
risk exposure.

Meetings of the Committee:

The Committee met One (01) time dated on 22/08/2023 during the Financial Year 2023-24.

The Minutes of the Meetings of the Asset Liability Management Committee are discussed and taken
note by the board of directors

The Composition of Asset Liability Management Committee and their attendance at the
meeting:

Name of Members	Category/Designation	No. of Meetings
		Held	Attended
Ms. Rajni Tanwar	Chairperson	01	01
Mr. Vivek Sharma	Member	01	01
Mr. Surendra Kumar Jain	Member	01	01

(vi) INVESTMENT COMMITTEE

The Investment Committee of the Board comprised Three (3) members as of now out of which
majority of the directors are Non-Executive and one member of the Committee is Independent
Director of the company.

Meetings of the Committee:

The Committee met One (01) time dated on 23/11/2023 during the Year..

The Minutes of the Meetings of the Investment Committee are discussed and taken note by the
Board of Directors.

Name of Members	Category/Designation	No. of Meetings
		Held	Attended
Mr. Rajni Tanwar	Chairperson	01	01
Mr. Vivek Sharma	Member	01	01
Mr. Surendra Kumar Jain	Member	01	01

COMPLIANCE OFFICER:

NAME OF THE COMPLIANCE OFFICER		Mr. Ravi Kumar Dhaker (Qualified Company Secretary)
CONTACT DETAILS	47/18, Rajendra Place Metro Station, New
	Delhi- 110060
E- MAIL ID	[e-mail]

17. SHARE HOLDER MEETINGS:

There is only One Shareholder Meeting i.e., AGM (Annual General Meeting) held on Tuesday, 19^th
Day of September, 2023 at 01:00 P.M at through Video Conferencing (“VC”)/ Other Audio-Visual
Mean (OAVM).

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investment covered under the provisions of Section 186 of the
Companies Act, 2013 are given in the Notes to the Financial Statements.

19. INTERNAL FINANCIAL CONTROL SYSTEM:

The Company has in place well defined and adequate internal controls commensurate with the Size
of the Company and same were operating throughout the year. The Company has in house Internal
Audit Function. Your Directors are of the view that there are adequate policies and procedures in
place in the Company so as to ensure:

a) The maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company;

b) provide reasonable assurance that transactions are recorded as necessary to permit preparation
of financial statements in accordance with generally accepted accounting principles, and that
receipts and expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and

c) Provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a material effect on the
financial statements.

20. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The statement containing the top ten employees and the employees drawing remuneration in excess
of limit prescribed under Section 197(12) of the Companies Act, 2013 (Act) read with Rule 5(2) &
(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
forms part of the report. However, In terms of the proviso to Section 136(1) of the Act, the Report
and Accounts are being sent to the Members and others entitled thereto, excluding the said
information on employees’ particulars. The said statement is also available for inspection at the
Registered Office of the Company during business hours on working days of the Company up to
the date of the ensuing Annual General Meeting. Any Member interested in obtaining a copy of the
same may write to the Company Secretary.

21. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM:

Pursuant to Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR)
Regulations, 2015, Company has established a vigil mechanism and has a whistle blower policy.
The policy provides the mechanism for the receipt, retention and treatment of complaints and to
protect the confidentiality and anonymity of the stakeholders. The Vigil Mechanism provides a
mechanism for employees of the Company to approach the Chairman of the Audit Committee for
Redressal. No person has been denied access to the Chairman of the Audit Committee.

The whistle Blower Policy is available on the website of the company i.e.,
http://www.shriniwasleasingfinance.in/resource/Share Holders Information/Policies.aspx

22. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as
there were no transactions pertaining to or developments/happenings in respect of such matters,
during the year under review:

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

b. Issue of shares (including sweat equity shares) to employees of the Company under any scheme
including the stock option schemes in force in the Company.

c. Passing of Material orders by the Regulators or Courts or Tribunals which impact the going
concern status and Company’s operations in future.

d. Corporate insolvency resolution process initiated or pending of any insolvency proceedings
under the insolvency and bankruptcy code, 2016 (IBC)

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Particulars of Contracts or Arrangements with Related Parties for the year 2023-24 is annexed
herewith to the Financial Statements in Form No. AOC-2.

24. CORPORATE GOVERNANCE:

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirement) Regulation,
2015, report on Corporate Governance is not applicable as the Company is within the prescribed
limit that the Paid-up Share Capital of the Company is ? 3,99,70,000/- (Rupees Three Crore Ninety-
Nine Lakhs Seventy Thousand Only) and Net worth is f 2,11,99,662.29 (Rupees Two Crore Eleven
Lakhs Ninety Nine Thousand Six Hundred Sixty Two Only) as on 31^stMarch, 2024.

Note: Company in its board meeting dated March 21, 2023, has approve the raising of fund by the
way of rights issue of partly paid up equity shares of company for the value not exceeding Rs. 48
Crore, for which company has received the in-Principe approval from BSE March 07, 2024. The
allotment has not yet done.

25. MANAGEMENT DISCUSSION ANALYSIS REPORT:

The Management Discussion and Analysis Report is applicable to the Company; accordingly, as
stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is
presented in a separate section which forms part of the Annual Report under Annexure II.

26. CREDIT RATING:

The Directors are pleased to report that the Company has its membership from all Four RBI
authorised CIC’s i.e., Trans Union Cibil Limited (CIBIL), Equifax Credit Information Services
Private Limited (ECIS), Experian Credit Information Company of India Pvt Ltd, and CRIF High
Mark Credit Information Services Pvt. Ltd.

27. EXPOSURE TO REAL ESTATE:

The company has exposure in Real Sectors to the tune of Rs. 14,45,630/- in the BEST REALITY
(LLP) during the F.Y- 2023-24.

28. AUDITORS:

A. STATUTORY AUDITORS:

M/s GSA & ASSOCIATES LLP, Chartered Accountants (LLP Registration No. AAS-8863),
Statutory Auditors of the Company, have in compliance with the provisions of Section 139 of the
Companies Act, 2013 read with the Companies (Audit And Auditors) Rules, 2014, were appointed
in the 37^th Annual General Meeting held on Tuesday, September 27^th, 2022, as the Statutory
Auditors of the Company to hold office as such for a term of five years, from the F.Y.- 2022-23 to
2026-27.

The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not
call for any further comments. The Auditors’ Report does not contain any qualification, reservation
or adverse remark.

No frauds has been reported by the Statutory Auditor, details of which are required to be disclosed
u/s 143(12) of the Act.

However, A Certificate from the Auditors has been received from the Statutory to the effect that
their appointment, if made, would be within the limits prescribed under section 141(3)(g) of the
Companies Act, 2013 and that they are not disqualified to be appointed as statutory auditors in terms
of the provisions of the proviso to section 139(1), section 141(2) and section 141(3) of the
companies Act, 2013, and the provisions of Companies (Audit and Auditors) Rules, 2014.

• Statutory Auditor’s Report

The Auditors have given an Audit Report on Financial of 2023-24 and annexed herewith marked as
Annexure- I.

• Statutory Auditor’s Observations: -

The observations made by Auditors with reference to notes to account are Self-explanatory and need
no comments. The Board of Directors considered the matter and seeking to resolve the matter, if
any.

B. SECRETARIAL AUDITOR:

The Company has appointed ACS Parul Agrawal, (Company Secretary) as Secretarial Auditors of
the Company.

• Secretarial Auditor’s Report

The Secretarial Audit Report is annexed herewith marked as Annexure- III to this report in Form
No. MR-3.

Secretarial Auditor’s Observations

The Company has duly complied with all the Provisions of Companies Act, 2013, Secretarial
Standards, NBFC Regulations, SEBI, LODR, 2015 and other applicable provisions and need no
comments.

C. INTERNAL AUDITOR:

• Internal Auditor’s Report & Observations

Mr. Bharat Bhushan placed the internal audit report to the Board of Directors.

• Internal Auditor’s Observations

Internal audit report self-explanatory and need no comments.

29. MAINTENANCE OF COST RECORDS- Not Applicable

Maintenance of Cost Audit 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 and accordingly such
accounts and records are not required to be made and maintained. Also Cost Audit is not applicable
to the Company.

30. ENHANCING SHAREHOLDER VALUE:

Your Company firmly believes that its success in the market place and a good reputation is among
the primary determination of value to the shareholders. For this purpose, the Management has listed
its shares on BSE Limited having nationwide trading platform.

31. PARTICULARS OF EMPLOYEES

Disclosure under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

The information required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(1)
of the Companies (Appointment and Remuneration of managerial personnel) Rules, 2014 as
amended, has been furnished herein below.

The percentage increase in remuneration of each Director, Chief Financial Officer and Company
Secretary during the financial year 2023-24, ratio of the remuneration of each Director to the median
remuneration of the employees of the Company for the financial year 2023-24 and the comparison
of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company
are as under:

Sr. No	Name of Director/KMP and Designation		% Increase in Remuneration			Ratio of Remuneratior of each Director / to	i
			in the Financial Year 2023-24			Median Remuneration of Employees
1.	Ms. Rajni Tanwar, Managing Director	-			-
2.	Mr. Surendra Kumar Jain, Director	-			-
3.	Mr. Vivek Sharma, Director	-			-
4	Mrs. Promila Sharma, Director	-			-
5	Mr. Virendra Jain,* Executive Director		-			-
6	Ms. Moni, Chief Financial Officer	-			-
7	Mr. Ravi Kumar Dhaker, CS	-			-

* Virendra Jain Executive Director of the Company has resigned on date 12^th May 2023.

Note: Sitting fees paid to Independent Directors and Non-executive director are not getting
any kind of salary or fees. Hence not included in the above table.

The remuneration has been paid on pro-rata basis for those who served for only part of financial
year 2023-24.

• The percentage increase in remuneration of each director CFO, CEO, Company Secretary or
Manager, if any, in the financial year 2023-24: NIL

• Percentage increase in median remuneration of employees in the financial year: NIL

• The number of permanent employees on the rolls of the company as on 31^st March, 2024 is 5.

• Affirmation that the remuneration is as per the remuneration policy of the company:

Pursuant to Rule 5(1)(Xii) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, Key Managerial
Personnel and senior management is as per the Remuneration Policy of your Company.

None of the employee was drawing in excess of the limits by the Companies Act, 2013 and
rules made there under which needs to be disclosed in the Directors Report.

32. DEMATERILISATION OF SHARES:

The Company has connectivity with NSDL & CDSL for dematerialization of its equity shares. The
ISIN INE201F01015 has been allotted for the Company. Therefore, investors may keep their
shareholding in the electronic mode with their Depository Participates 88.99% of the Company’s
Paid-up Share Capital is in dematerialized form as on 31st March, 2024 and balance 11.01% is in
physical form.

33. LISTING OF SHARES:

The Company has got listed 3,99,70,000 Equity Shares of INR 10/- each on Bombay Stock
Exchange (BSE). There has been no change in listing of shares.

34. HEALTH. SAFETY AND ENVIRONMENT PROTECTION:

The Company has complied with all the applicable environmental law and labour laws. The
Company has been complying with the relevant laws and has been taking all necessary measures to
protect the environment and maximize worker protection and safety.

35. HUMAN RESOURCES:

People remain the most valuable asset of your Company. Your Company follows a policy of
building strong teams of talented professionals. Your Company continues to build on its capabilities
in getting the right talent to support different products and geographies and is taking effective steps
to retain the talent. It has built an open, transparent and meritocratic culture to nurture this asset.

The Company recognizes people as its most valuable asset and The Company has kept a sharp focus
on Employee Engagement. The Company’s Human Resources is commensurate with the size,
nature and operations of the Company.

36. DISCLOSURE OF FRAUDS TN THE BOARD’S REPORT UNDER SECTION 143 OF THE
COMPANIES ACT, 2013:

During the year, your directors do not observe any transactions which could result in a fraud. Your
Directors hereby declares that the Company has not been encountered with any fraud or fraudulent
activity during the Financial Year 2023-24.

37. COMPLIANCE

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

The Company has complied with all applicable provisions of the Companies Act, 2013, Listing
Agreement executed with the Stock Exchange(s), SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and other applicable rules/regulations/guidelines issued from time
to time.

38. SECRETARIAL STANDARDS OF ICSI

Pursuant to the approval by the Central Government to the Secretarial Standards specified by the
Institute of Company Secretaries of India on April 10, 2015, the Secretarial Standards on Meetings
of the Board of Directors (SS-1) and General Meetings (SS-2) came into effect from July 01, 2015.
Thereafter, Secretarial Standards were revised with effect from October 01, 2017. The Company is
in compliance with the Secretarial Standards.

39. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the
Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.
Internal Complaints Committee (ICC) has been set up to redress complaints received regarding
sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under
this policy.

The policy is available on the website of the company i.e. www.shriniwasleasingfinance.in. 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 off : NIL.

40. DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY:

In compliance with Regulation 21(2) of the SEBI (Listing Obligations And Disclosure
Requirements) Regulations, 2015 as amended upto date, pursuant to the recent amendment in such
regulations notified by SEBI on May 5, 2021, a Risk Management Committee was constituted by
the Board of Directors comprising of Ms. Rajni Tanwar, Chairman, Mrs. Promila Sharma and Mr.
Surendra Kumar Jain, are the members of Risk Management Committee as on 31^st March, 2024 and
to oversee implementation of the Risk Management Policy in force in the Company, and monitor
and evaluate risks, basis appropriate methodology, processes and systems.

All the members of the Risk Management Committee are Non-Executive Directors of the company
and majority of the directors of the Risk Management Committee are Independent Director of the
Company. The Risk Management Policy is in force and application in the Company, has been drawn
up based on a detailed assessment of the operational risks, risks associated with related business in
India, in general and the business of the Company in particular. The Risk management Policy also
covers the risks related to the Company assets and property, the risks which the employees of the
Company may get exposed to, the risks arising out of non -compliance if any, with the provisions
of and requirements laid down under various applicable statutes, Foreign Exchange related risks,
risks which could emanate from business competition, contractual risks etc.

The assets of the Company are adequately insured against the loss of fire, riot, earthquake, terrorism,
loss of profits, etc. other risks which considered necessary by the management. The Company has
been addressing the various risks impacting the Company and policy of the Company on risk
management is continuously reviewed by the Management of the Company. Management
Discussion and Analysis Report which forms part of the Annual Report identifies key risks, which
can affect the performance of the Company. The policy has been uploaded on the website of the
Company.

41. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibility initiatives
as the said provisions are not applicable.

42. DETAILS OF CRYPTO / VIRTUAL CURRENCY

There were no Transaction and Financial Dealing in Crypto /Virtual Currency during the Financial
Year 2023-24.

43. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE
FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE REPORT

Apart from the information provided/disclosures made elsewhere in the Directors’ Report including
Annexures thereof, there are no material changes and commitments affecting the financial position
of the Company, occurred between the end of the Financial year of the Company i.e. March 31,
2024 till date of this Report.

44. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS IMPACTING THE GOTNG CONCERN STATUS OF THE COMPANY

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

45. CAPITAL FUND TO RISK WEIGHTED ASSETS:

Percentage to capital funds to risk weighted assets/exposures:

PARTICULARS			IN %
	Tier-I Capital			111.59
	Tier-II Capital			65.04
	Total			176.63

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

The information pertaining to conservation of energy, technology absorption, foreign exchange
Earnings and outgo as required under Section 134(3) of the Companies Act, 2013 read with Rule
8(3) of the Companies (Accounts) Rules, 2014 is furnished.

(A) Conservation of energy:

Steps taken / impact on conservation of energy, with special reference to the following: NIL
Steps taken for utilizing alternate sources of energy including waste generated: NIL

(B) Technology absorption:

Efforts, in brief, made towards technology absorption. Benefits derived as a result of the above
efforts, e.g., product improvement, cost reduction, product development, import substitution, etc.
The Company has not taken any technical knowhow from anyone and hence not applicable. In case
of imported technology (imported during the last 3 years reckoned from the beginning of the
financial year), following information may be furnished:

The Company has not imported any technology and hence not applicable.

Expenditure incurred on Research and Development: The Company has not incurred any
expenditure on research and development.

(C) Foreign Exchange Earnings/ Outgo:

Foreign Exchange Earnings and Outgoings		31st March, 2024			31st March, 2023
Earnings in Foreign Currency (FOB Value of exports)	NIL			NIL
Expenditure in Foreign Currency	NIL			NIL

47. DETAILS OF APPLICATION MADE FOR OR PROCEEDING PENDING UNDER
INSOLVENCY AND BANKRUPTCY CODE, 2016.

During the year under review, there were no application made or proceeding in the name of the
Company under the Insolvency and Bankruptcy Code, 2016.

48. GREEN INITIATIVES:

This year too, Annual Report and the notice of the 39^th Annual General meeting of the Company
are being sent to all members electronically, at their registered e-mail ids as made available to the
Company or its Registrar and Transfer Agent, Skyline Financial Services Pvt. Ltd.

The e-voting facility is being provided to the members to enable them to cast their votes
electronically on all resolutions sent forth in the notice, pursuant to Section 108 of the Companies
Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014. The
instructions for e-voting are provided in the notice.

Furthermore, in compliance with the conditions and the related procedure laid down in the MCA
Circulars, the meeting and the voting thereat shall take place in the manner so laid down.

49. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME
SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND
FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of loans taken from Banks and
Financial Institutions.

50. ACKNOWLEDGEMENT:

The Directors are thankful to the Bankers, Customers, Dealers, and Vendors for their valuable
support and assistance.

The Directors wish to place on record their appreciation of the commendable work done, dedication
and sincerity by all the employees of the Company at all levels during the year under review.

The Company will make every effort to meet the aspirations of its shareholders and wish to sincerely
thank them for their whole hearted co-operation and support at all times.

FOR AND ON BEHALF OF BOARD OF DIRECTORS
SHRI NIWAS LEASING AND FINANCE LIMITED

Rajni Tanwar Surendra Kumar Jain

DATE: 05/08/2024 Managing Director Director

PLACE: NEW DELHI DIN: 08201251 DIN: 00530035

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting before you the 31st Annual Report on the business and operations of the Company alongwith the Audited Financial Statement for the financial year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS:

Financial Result of the Company for the year under review alongwith the figures for previous year are as follows

(in Rs.)

Particulars 31st March, 31st March, 2015 2014

Gross Income 4,560,408 4,560,000

Profit/(Loss) after depreciation 58,181 2,165,985

Less: Current Provision for Standard Assets -- (662)

Provision for Sub-Standard Assets -- -

Profit/(Loss) before tax 58,181 2,166,647

Less: Provision for Taxation

Current Tax (54,733) (711,920)

Previous Year Tax 24,208 15,561

Deferred fax 36,105 19,265

Profit/(Loss) after tax 63,761 1,489,553

Add: Balance brought forward from last year (152,100) (1,343,743)

Surplus available for appropriation Less: Appropriations

Transfer to Reserve Fund u/s 45IC of RBI Act. 1934 (690) (297.910)

Surplus carried to Balance Sheet (89,029) (152,100)

OPERATIONAL PERFORMANCE:

During the financial year 2014-15, the Company has recorded revenue of Rs. 4,560,408/-. The Company has earned net profit of Rs. 63,761/- during the year as compared to profit Rs. 1,489,553/- in the last year. The Directors are optimistic about future performance of the Company.

TRANSFER TO RESERVES:

During the year under review Company has transferred Rs. (690)/- to the Reserves Fund from the profits of the Company in accordance with the provision of Section 45IC of the Reserve Bank of India.

RBI GUIDELINES:

The Company continues to fulfill all the norms and standards laid down by the Reserve Bank of India for the Non Banking Financial Company.

NBFC REGISTRATION:

The company has been registered with Reserve Bank of India as Non Banking Finance Company Vide Registration No. B-14.00808 dated 20th May, 1998.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary company.

DIVIDEND:

As the company kept the profits for investment in better projects it regret not to recommend any dividend. But the directors are hopeful better result in ensuring future.

NO. OF BOARD MEETINGS HELD:

The Board of Directors duly meets 16 times during the financial year from 1st April, 2014 to 31st March, 2015. The dates on which meetings were held are as follows:

10th April, 2014, 12th April, 2014, 18th April, 2014, 12th May, 2014, 14th June, 2014, 14th July, 2014, 27th July, 2014, 13th August, 2014, 26th August, 2014, 29th September, 2014, 30th October, 2014, 1st December, 2014, 15th December, 2014, 7th January, 2015, 19th January, 2015 and 23rd February, 2015.

BOARD OF DIRECTORS:

APPOINTMENT OF INDEPENDENT DIRECTORS:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Anil was appointed as an Additional Director by the Board on 15th December, 2014 and subsequently your Directors recommend the appointment of Mr. Anil as Independent Director as proposed in the notice for the Annual General Meeting.

Your Directors state that Mr. Anil who is proposed to be appointed as Independent Director possess appropriate skills, expertise and knowledge and is qualified for appointment as Independent Director.

RE-APPOINTMENT OF DIRECTORS:

Mrs. Babita Jain, Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board of Directors recommends their re-appointment.

KEY MANAGERIAL PERSONNEL:

The following employees were designated as whole-time key managerial personnel by the Board of Directors during the year under review:

(i) Mr. Virendra Jain, Managing Director

(ii) Mr. Upendra Mani Tripathi, Company Secretary

DECLARATION BY INDEPENDENT DIRECTORS:

The Independent directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as an Independent Director under the provisions of Section 149(6) of the Companies Act, 2013 as well as Clause 49 of the Listing Agreement and annexed herewith to this report marked as Annexure-I.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, 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 Audit, Nomination & Remuneration, Stakeholders' Relationship Committee and Risk Management Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

CREDIT RATING:

The Directors of the Company are also happy to report that the Company get its membership Certificate from all four CICs i.e, Credit Information Bureau (India) Limited (CIBIL), Equifax Credit Information Services Private Limited (ECIS), Experian Credit Information Company of India Pvt Ltd, CRIF High Mark Credit Information Services Pvt Ltd. A sound rating/upgrade in a challenged business environment speaks volumes about the Company's performance and its systems & processes.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM:

In pursuant to the provision of section 177(9) & 10 of the Companies Act, 2013, The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors and employees of the Company to report concerns about unethical behavior, actual or suspected fraud or violation of the company's code of conduct or ethics policy. The Whistle Blower Policy is available on the website of the Company.

EXPOSURE TO REAL ESTATE:

The Company has given Interest bearing loan to the Suncity Projects Pvt. Ltd. of Rs. 38,000,000/-.

DEPOSITS:

During the year, the Company has not invited/accepted any deposits under Companies Act, 2013.

AUDITORS OBSERVATIONS:

The observations made by Auditors with reference to notes to account are self explanatory and need no comments.

AUDITORS:

STATUTORY AUDITORS:

To Appoint auditor M/s Sanjeev Gaurav & Associates as Statutory Auditor of the company for the period of 5 years commencing from the conclusion of this Annual General Meeting until, the conclusion of 36th Annual General Meeting subject to ratification at every Annual General Meeting on such remuneration as may be fixed in this behalf by the Board of Directors of the Company. A Certificate from the Auditors has been received to the effect that their appointment, if made, would be within the limits prescribed under section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified to be appointed as statutory auditor in terms of the provisions of the proviso to section 139(1), section 141(2) and section 141(3) of the companies Act, 2013, and the provisions of Companies (Audit and Auditors) Rules, 2014.

During the year M/s Gaurav Ashok Jain & Associates (FRN 023419N), Chartered Accountant of the Company has shown its desire to discontinue its services as statutory auditors of the Company, due to its pre-occupation.

AUDITORS' REPORT:

The Auditors' Report is annexed herewith marked as Annexure-ll and forms part of the Annual Report.

SECRETARIAL AUDIT AND THE APPOINTMENT OF THE SECRETARIAL AUDITORS:

The Company has appointed M/s SAS & Associates, Company Secretaries to hold the office of the Secretarial Auditors and to conduct the Secretarial Audit and the Secretarial Audit Report is annexed herewith marked as Annexure-ill to this report in Form No. MR-3 which is self explanatory and need no comments.

APPOINTMENT OF INTERNAL AUDITOR:

The Company has appointed Mr. Sameem Ahmed, Charatered Accountant as an Internal Auditor of the Company for the F.Y.2014-15. Mr. Sameen Ahmed placed the internal audit report to the Company which is self explanatory and need no comments.

ABSTRACT OF THE ANNUAL RETURN:

The Abstract of the Annual Return for the financial year 2014-15 is being attached with the Directors report in Form No. MGT-9 marked as Annexure-IV.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investment covered under the provisions of section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contracts or arrangements with related parties for the year 2015 is annexed herewith to the Financial Statements in Form No. AOC-2.

LISTING OF SHARES:

The shares of the Company i.e. 39,97,000 Equity Shares of Rs. 10/- each are listed on BSE Limited as per BSE Direct Listing Norms and the shares are also listed on DSE Limited (DSE) but as per SEBI circular WTM/PS/45/MRD/DSA/NOV/2014 dated 19th November, 2014, DSE has been derecognized as Stock Exchange.

DEMATERILISATION OF SHARES:

The Company has connectivity with NSDL &. CDSL for dematerialization of its equjty shares. The ISIN No. INE201F01015 has been allotted for the Company. Therefore, investors may keep their shareholding in the electronic mode with their Depository Participates. 88.99% of the Company's Paid-up Share Capital is in dematerialized form as on 31st March, 2015 and balance 11.01% is in physical form.

DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provision of section 134(5) of the Companies Act, 2013 the Board confirm and submit the Director's Responsibility Statement:

* in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed;

* The Directors had 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;

* The Directors have taken proper & sufficient care of 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 prevention & detecting fraud & other irregularities;

* The Directors have prepared the accounts for the year financial ended 31st March, 2015 on a going concern basis.

* The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

* The directors had devised proper system to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF EMPLOYEES:

None of the employee was drawing in excess of the limits by the Companies Act, 2013 and rules made there under which needs to be disclosed in the directors report.

REMUNEARATION RATIO OF THE DIRECTORS/KEY MANAGERIAL PERSONNEL / EMPLOYESS:

* the ratio of the remuneration of each director to the median employee's remuneration for the financial year and such other details as prescribed is as given below:

Name of Director Ratio

Babita Jain (Director) 2:1

* the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year; NO *

* the percentage increase in the median remuneration of employees in the financial year; NIL

* the number of permanent employees on the rolls of company; 2

* the explanation on the relationship between average increase in remuneration and company performance; N.A

* comparison of the remuneration of the Key Managerial Personnel against the performance of the company

Name Designation Salary (Per month)

Virendra Jain Managing Director Nil

Upendra Mani Tripathi Company Secretary 25,000

* variations in the market capitalization of the company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public;

* average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and there are any exceptional circumstances for increase in the managerial remuneration; N.A

* the key parameters for any variable component of remuneration availed by the directors; N.A

* the ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year; N.A

* affirmation that the remuneration is as per the remuneration policy of the company. YES

CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement with Stock Exchanges, a report on Corporate Governance together with the Auditors' Certificate regarding the compliance of conditions of Corporate Governance forms part of the Annual Report.

MANAGEMENT DISCUSSION ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section which forms part of the Annual Report.

NON ACCEPTANCE OF PUBLIC DEPOSITS:

The Company has not accepted any Public Deposits or any Fixed Deposit during the financial year 2014-15 and hence there are no defaults in repayment of amount of principle and interest as on the date of Balance Sheet.

NON-BANKING FINANCIAL COMPANIES AUDITORS REPORT (RBI) DIRECTIONS, 1998:

Pursuant to the Non-Banking Financial Companies' Auditor's Report (Reserves Bank) directions, 1998, a report from the Statutory Auditors to the board of directors' has been received by your company. This report has certified that the company has complied with all the directions and prudential norms as prescribed under the RBI act, 1934.

CAPITAL FUND TO RISK WEIGHTED ASSETS:

Percentage to capital funds to risk weighted assets/exposures

Particulars (in %)

Tier-1 Capital 102.74

Tier-ll Capital 0.24

Total 102.98

HEALTH. SAFETY AND ENVIRONMENT PROTECTION:

The Company has complied with all the applicable environmental law and labour laws. The Company has been complying with the relevant laws and has been taking all necessary measures to protect the environment and maximize worker protection and safety.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL ACT. 2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15.

* No of complaints received : 0

* No of complaints disposed off : N.A.

DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The assets of the Company are adequately insured against the loss of fire, riot, earthquake, terrorism, loss of profits, etc other risks which considered necessary by the management. The Company has been addressing the various risks impacting the Company and policy of the Company on risk management is provided elsewhere in this Annual Report in Management Discussion and Analysis.

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

The Company, being a Non-Banking Finance Company (NBFC), does not have any manufacturing activity. The directors, therefore, have nothing to report on 'conservation of energy, technology absorption'. During the year under review their has been no foreign exchange earnings and outgo.

ACKNOWLEDGEMENT:

The Directors are thankful to the Bankers, Customers, Dealers, and Vendors for their valuable support and assistance.

The Directors wish to place on record their appreciation of the commendable work done, dedication and sincerity by all the employees of the Company at all levels during the year under review.

The Company will make every effort to meet the aspirations of its shareholders and wish to sincerely thank them for their whole hearted co-operation and support at all times.

For and on behalf of the Board of Directors

Place: New Delhi Virendra Jain Date: 08.08.2015 Chairman & Managing Director DIN:00530078

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Mar 31, 2014

Dear members,

The Board of Directors of the company take immense pleasure in presenting their together with the Annual Audited Accounts for the financial year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS:

( in Rs.)

For the financial year ended 31st March, 2014:

Particulars Year Ended Year Ended 31st March, 2014 31st March, 2013

Profit/(Loss) after depreciation 2,165,984.54 131,371.00

Less: Current Provision for (662.00) 95,662.00 Standard Assets

Provision for Sub-Standard Assets - -

Profit/(Loss) before tax 2,166,646.54 35,709.00

Less: Provision for Taxation - -

Current Tax 711,920.00 40,594

Previous Year Tax (15,561.00) -

Deferred Tax (19,265.00) -

Profit/(Loss) after tax 1,489,522.54 (4,885.00)

Add: Balance brought forward (1,343,743.00) (1,338,858.00) from last year

Surplus available for appropriation - -

Less: Appropriations - -

Dividend on Equity Shares paid - -

Tax on Dividend paid - -

Transfer to Reserve Fund u/s 297.910.00 - 45IC of RBI Act, 1934

Surplus carried to Balance Sheet (152,100.46) (1,343,743.00)

DIVIDEND

As the company kept the profits for investment in better projects it regret not to recommend any dividend. But the directors are hopeful better result in ensuring future.

SHARE CAPITAL

During the financial year 2013-2014, Company has not allotted any kind of shares. As on 31st March, 2014 the paid-up Share Capital of the Company stood at Rs. 39,970,000.00 consisting of 3,997,000 shares of Rs. 10/- each fully paid-up.

GENERAL CORPORATE MATTERS:

The company is currently engaged in financial services, sale & purchase of share & securities. The year under report has been difficult for the Stock Market as the market behaved with great volatility and Market Index showed movement both upward and downward frequently. Moreover, payment problems affecting Stock Market also caused considerable damage to the investor''s confidence in the market. It also affected the overall turnover in the Stock Market.

The Stock Market Index as on 31st March 2014 were at low levels as a result of which there was low valuation of stock held by the company at the end of the year. The company also intends to make expansion in providing loans & advances & finance to different persons, firms & corporate bodies.

MANAGEMENT DISCUSSION ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section which forms part of the Annual Report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Company, being a non- banking finance Company, does not have any manufacturing activity. The Directors, therefore, have nothing to report on Conservation Of Energy and Technology Absorption.

FOREIGN EXCHANGE

The Company did not have any expenditure and income in foreign currency during the financial year 2013-2014.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits during the year under review.

RBI GUIDELINES

The Company continues to fulfill all the norms and standards laid down by the Reserve Bank of India for the Non Banking Financial Company.

BOARD OF DIRECTORS:

The Board of Shri Niwas Leasing and Finance Limited are dully consisting of Executives & Non Executives Directors. However Mr. Deepu Singh was appointed as additional Directors on 3rd Febreuary, 2014. Necessary resolution is being proposed in the notice of ensuing Annual General Meeting for the approval of members for appointment of Mr. Deepu Singh as independent Director of the Company for a term of Five years with effect from 24th September, 2014 to 23rd September, 2019.

As per the provisions of Companies Act, 2013 and Article 86 of the Article of Association of the Company at least two- third of total number of Directors (excluding Independent Directors) shall be retire by rotation. Mrs. Priti Jain & Mr. Surender Kumar Jain, Directors of the Company, are liable to retire by rotation.

Mr. Surender Kumar Jain, Directors of the Company, are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board of Directors recommends their re-appointment.

CORPORATE GOVERNANCE:

Your Company has always striven to incorporate appropriate standard for good corporate governance and has been practicing these principles since inception. Corporate Governance has evolved in the company over the years, not only on account of regulatory requirements but also on account of sound management values for enhancing and meeting stockholder''s expectations. The company is taking adequate steps in ensuring that all the mandatory provisions of corporate governance as prescribed under the Listing Agreement of the stock exchange are complied within the time laid down by stock exchange.

LISTING OF SHARES:

The Equity Shares of the Company are listed at the Delhi Stock Exchange Limited. The Annual Listing Fees for the financial year 2013-14 are paid to the Stock Exchange where the shares of the Company are listed.

PARTICULARS OF EMPLOYEES:

There are no employees in receipt of remuneration in excess of amount specified in section 217(2A) read with Companies (Particular of Employees) Rules 1975 as amended.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements of section 217 (2AA) of the Companies Act, 1956, your Directors confirm that: In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed;

* 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;

* The Directors have taken proper & sufficient care of 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 prevention & detecting fraud & other irregularities;

* The Directors have prepared the accounts for the year ended 31st March, 2014 on a going concern basis.

STATUTORY AUDITORS:

The Statutory Auditors M/s Gaurav Ashok Jain & Associates, Ghaziabad retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

The Statutory Auditors M/s Gaurav Ashok Jain & Associates, Ghaziabad, Chartered Accountants, of the Company shall retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

Accordingly, it is proposed to re-appoint them as Statutory Auditors of the Company to hold office until conclusion of the next Annual General Meeting. The retiring auditors have, under section 139(1) of the Companies Act, 2013, furnished certificate of their eligibility for the reappointment, they are not disqualified for reappointment within the meaning of Section 141 of the said Act.

The operations of the Company do not require audit of cost accounts, in terms of the provisions of the Companies Act, 1956 read with the Rules made thereunder.

AUDITORS'' REPORT:

The Auditors'' Report on the financials of the Company for the year ended 31st March, 2014 does not contain any reservation, qualification or adverse remark.

CORPORATE GOVERNANCE REPORT:

As required by Clause 49 of the Listing Agreement, corporate governance, management decision & analysis and Auditor report on compliance with the corporate governance requirements have been included in this Annual Report as separate section.

NON-BANKING FINANCIAL COMPANIES AUDITORS REPORT (RBI) DIRECTIONS. 1998 :

Pursuant to the Non-Banking Financial Companies'' Auditor''s Report (Reserves Bank) directions, 1998, a report from the Statutory Auditors to the board of directors'' has been received by your company. This report has certified that the company has complied with all the directions and prudential norms as prescribed under the RBI act, 1934.

NBFC REGISTRATION:

The company has been registered with Reserve Bank of India as Non Banking Finance Company Vide Registration No. B-14.00808 dated 20th May, 1998.

NON ACCEPTANCE OF PUBLIC DEPOSITS:

The Company has not accepted any Public Deposits or any Fixed Deposit during the year 2013-14 and hence there are no defaults in repayment of amount of principle and interest as on the date of Balance Sheet.

EXPOSURE TO REAL ESTATE:

Exposure to Real Estate is NIL.

DISCLOSURES UNDER SEC. 217(1)(e) OF THE COMPANIES ACT. 1956 :

In terms of section 217(1)(e) read with Companies (Disclosure of Particulars in Report of the Board of Directors) Rules, 1988 of the Companies Act, 1956 your Directors furnish the information as below:

* Conservation of Energy: N.A.

* Technology Absorption: N.A.

* Activities relating to exports, N.A.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary company.

GENERAL INFORMATION:

The shares of your company are listed on the Delhi Stock Exchange, Pursuant to the SEBI Guidelines the company''s Equity Share has been under process to be converted in to electronic mode. Company''s ISIN No. INE201F01015 and the company''s shares can be got converted in to electronic form with any of the Depositary Participation registered with NSDL or CDSL.

AUDIT COMMITTEE:

Present members of the Audit Committee are Mr. Ramesh Kumar, Mrs. Babita Jain and Mr. Deepu Singh. All the members of the Committee are having financial and accounting knowledge. Mr. Ramesh Kumar is the chairman of the Committee and quorum of the Committee is two members. The role of company terms of reference, the authority and power the committee are in conformity with the requirements of the Companies Act, 1956 (including an statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement.

The Committee met four times during the year under review.

The Committee also met prior to finalization of accounts for the year ended 31st March, 2014.

SHARE TRANSFER COMMITTEE:

Present members of the Share Transfer Committee are Mr. Surender Kumar Jain, Mr. Virendra Kumar Jain and Mrs. Babita Jain. All the members of the Committee are nonexecutive directors. All the members of the Committee are having financial and accounting knowledge. Mr. Ramesh Kumar is the Chairman of the Committee and quorum of the Committee is two members. The role of company terms of reference, the authority and power the committee are in conformity with the requirements of the Companies Act, 1956 (including an statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement.

The Board has constituted the Share Transfer Committee. The Committee monitors and approves share transfers, issue of duplicate share certificates, transmission, transposition and deletion of names and rematerialisation of shares and matters relating thereto.

APPRECIATIONS:

The Board recognizes that it is accountable to shareholders for the performance of the Company; the Board believes in transparency in its conduct and strives to disseminate the material information to the shareholders and the public.

The Board of Directors would like to convey their appreciation to the Customers, Shareholders, Vendors, Banks, Financial Institutions, various Government Authorities, RBI, SEBI and Stock Exchanges for their cooperation and support throughout the year.

Looking forward to receive continued patronage from all our business partners and associates to become better and strong organization.

The Board of Directors would also place on record the appreciation for the contributions made by the employees at all levels.

FOR SHRI NIWAS LEASING & FINANCE LTD.

Sd/- Virendra Jain (Director) DIN - 00530078

Date: 26.08.2014 Place: New Delhi

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Mar 31, 2013

Dear Members,

The Directors are pleased to present their 29th annual Report and audited accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS FOR THE YEAR ENDED 31.03.2013 31.03.2012

Income 3,07,342 6,500

Expenditure 1,75,971 2,00,056

Profit (Loss) Before Tax 131,371 (1,93,556)

Profit (Loss) After Tax (4,885) (1,93,556)

Balance Brought forward from (13,38,858) (11,45,302) previous year

Balance carried to balance sheet (13,43,743) (13,38,858)

GENERAL CORPORATE MATTERS

The company is currently engaged in sale and purchase of shares & securities. The year under report has been difficult for the Stock Market as the market behaved with great volatility and Market Index showed movement both upward and downward frequently. Moreover, payment problems affecting Stock Market also caused considerable damage to the investor''s confidence in the market. It also affected the overall turnover in the Stock Market. The Stock Market Index as on 31st March 2013 were at low levels as a result of which there was low valuation of stock held by the company at the end of the year. The company also intends to make expansion in providing loans and advances and finance to different persons, firms and bodies corporate.

CORPORATE GOVERNANCE

Your company has always striven to incorporate appropriate standard for good corporate governance and has been practicing these principles since inception. Corporate Governance has evolved in the company over the years, not only on account of regulatory requirements but also on account of sound management values for enhancing and meeting stockholder''s expectations. The company is taking adequate steps in ensure that all mandatory provisions of Corporate Governance as prescribed under the Listing Agreement of the Stock Exchange are complied within the time schedule laid down by Stock Exchange.

GENERAL INFORMATION

The shares of your company are listed on the Delhi Stock Exchange and Company''s ISIN No. is INE201F01015. The company''s shares are in electronic form and registered with NSDL-623800.

DIVIDEND

Due to the fact that the Company is in the stage of development thus instead of distribution of dividend, the directors decided to keep the profits as reserves for investment in better project to get higher return.

PARTICULARS OF EMPLOYEES

There are no employees in receipt of remuneration in excess of amount specified in Section 217(2A) read with Companies (Particular of employees) rules 1975 as amended.

DIRECTORS

MR. VIRENDRA JAIN, Director, Retire by Rotation and being eligible, offer himself for re-appointme nt at the ensuing Annual General Meeting.

MR. RAMESH KUMAR, Director, Retire by Rotation and being eligible, offer himself for re-appointment at the ensuing Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under section 217(2AA), which was introduced by the Company (Amendment) Act, 2000 your Director confirms that: -

a) In the preparation of the annual accounts, the applicab le accounting standards have been followed.

b) The Director have selected such account ing policies and applied them consistently and made judgments and estimates that are reasonab le and prudent so as to give a true and fair v iew of the state of affairs of the company as on 3151 March, 2013.

c) The Director have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the company and preventing and detecting fraud and other irregularities.

d) The annual accounts have been prepared on a going concern basis.

AUDITORS''

To re-appoint Auditors of the Company and to decide about their remuneration. The retiring auditor M/S GAURAV ASHOK JAIN & ASSOCIATES Chartered Accountants, being eligible, offers themselves for re-appointment.

AUDITORS'' REMARKS

The observations made by the Auditors with reference to note on the accounts for the year under report are self explanatory and need no further comments from the Directors.

COMPLIANCE CERTIFICATE

The Company has obtained Compliance Certificate from a Practicing Company Secretaries and the same is annexed to this report. This cert ificate does not call for any adverse comme nts.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary company.

NBFC REGISTRATION

The company has been registered with Reserve Bank of India as Non Banking Finance Company Vide Registration No. B-14.00808 dated 20th May, 1998.

NON-BANKING FINANCIAL COMPANIES AUDITORS REPORT (RESERVE BANK) DIRECTIONS, 1998

Pursuant to the Non-Banking Financial Companies Auditors Report (Reserves Bank) Direction, 1998 a report from the Statutory Auditors to the Board of Directors'' has been received by your company. This report has certified that the company has complied with all the directions and prudential norms as prescribed under the RBI Act, 1934.

LISTING INFORMATION

The Company shares are listed with Delhi Stock Exchange Ltd ., Delhi. Your Company has paid Annual listing fees up to date and there are no arrears.

CASH FLOW STATEMENT

In conformity with the provisions of Clause 32 of the Listing Agreement with the Stock Exchange, the Cash Flow Statement for the year ended 31 st March 2013 is annexed hereto.

FIXED DEPOSITS

The Company has not accepted any deposits from the public, within the meaning of Section 58 - A of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975 during the year under review.

STATUTORY INFORMATION

The Company''s (Disclosure of particulars in the report of Board of Directors) Rules 1988 , requires the disclosures of particulars regarding conservation of energy in Form A and technology Absorption in Form B prescribed by the rules. The requirement of Forms A and B are not applicable, as the company is not manufacturing company. The company had no foreign Exchange out-go or inflow during the year

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation of the assistance provided by the Bankers, Financial Institutions and the Government. The Directors also thank the employees for their contributions made during the year.

BY ORDER OF THE BOARD SHRINIWAS LEASING AND FINANCE LIMITED

RAMESH KUMAR CHAIRMAN

Place : New Delhi Date : 13.05.2013

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Mar 31, 2012

Dear Members,

The Directors are pleased to present their 28th annual Report and audited accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS FOR THE YEAR ENDED

31.03.2012 31.03.2011

Income 6,500 57,190

Expenditure 2,00,056 59,946

Profit (Loss) Before Tax (1,93,556) (2,756)

Profit (Loss) After Tax (1,93,556) (2,756)

Balance Brought forward (11,45,302) (11,42,546) from previous year

Balance carried to balance sheet (13,38,858) (11,45,302)

GENERAL CORPORATE MATTERS

The company is currently engaged in sale and purchase of shares & securities. The year under report has been difficult for the Stock Market as the market behaved with great volatility and Market Index showed movement both upward and downward frequently. Moreover, payment problems affecting Stock Market also caused considerable damage to the investor s confidence in the market. It also affected the overall turnover in the Stock Market. The Stock Market Index as on 31st March 2012 were at low levels as a result of which there was low valuation of stock held by the company at the end of the year. The company also intends to make expansion in providing loans and advances and finance to different persons, firms and bodies corporate.

CORPORATE GOVERNANCE

Your company has always striven to incorporate appropriate standard for good corporate governance and has been practicing these principles since inception. Corporate Governance has evolved in the company over the years, not only on account of regulatory requirements but also on account of sound management values for enhancing and meeting stockholder''s expectations. The company is taking adequate steps in ensure that all mandatory provisions of Corporate Governance as prescribed under the Listing Agreement of the Stock Exchange are complied within the time schedule laid down by Stock Exchange.

GENERAL INFORMATION

The shares of your company are listed on the Delhi Stock Exchange, Pursuant to the SEBI Guidelines the company''s Equity Share has been under process to be converted in to electronic mode. Company''s ISIN No. INE201F01015 and the company''s shares can be got converted in to electronic form with any of the Depositary Participation registered with NSDL or CDSL.

DIVIDEND

Due to the fact that the Company incurred loss during the year there for your directors are not in a position to recommend any dividend. But the directors are hopeful better result in ensuring future.

PARTICULARS OF EMPLOYEES

There are no employees in receipt of remuneration in excess of amount specified in Section 217(2A) read with Companies (Particular of employees) rules 1975 as amended.

DIRECTORS

MR. VIRENDRA JAIN, Director, Retire by Rotation and being eligible, offer himself for re-appointment at the ensuing Annual General Meeting.

MR. SURENDER KUMAR JAIN who has been co-opted as director of the Company on 25/06/2012 and in terms of section 260 of the Companies Act, 1956 to hold office as additional director until this Annual General Meeting, and has offered himself for re-appointment, be and is hereby appointed as Director of the Company”. The Board of Directors recommends their appointment.

MRS. BABITA JAIN who has been co-opted as director of the Company on 12/04/2012 and in terms of section 260 of the Companies Act, 1956 to hold office as additional director until this Annual General Meeting, and has offered himself for re-appointment, be and is hereby appointed as Director of the Company”. The Board of Directors recommends their appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under section 217(2AA), which was introduced by the Company (Amendment) Act, 2000 your Director confirms that: -

a) In the preparation of the annual accounts, the applicable accounting standards have been followed.

b) The Director 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 as on 31st March, 2012 and of the Loss of the Company of the year ended 31st March, 2012.

c) The Director have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the company and preventing and detecting fraud and other irregularities.

d) The annual accounts have been prepared on a going concern basis.

AUDITORS''

To re-appoint Auditors of the Company and to decide about their remuneration. The retiring auditor M/S GAURAV ASHOK JAIN & ASSOCIATES Chartered Accountants, being eligible, offers themselves for re-appointment.

AUDITORS REMARKS

The observations made by the Auditors with reference to note on the accounts for the year under report are self explanatory and need no further comments from the Directors.

COMPLIANCE CERTIFICATE

The Company has obtained Compliance Certificate from a Practicing Company Secretaries and the same is annexed to this report. This certificate does not call for any adverse comments.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary company.

NBFC REGISTRATION

The company has been registered with Reserve Bank of India as Non Banking Finance Company Vide Registration No, B-14,00808 dated 20th May, 1999.

NON-BANKING FINANCIAL COMPANIES AUDITORS REPORT (RESERVE BANK) DIRECTIONS. 1998

Pursuant to the Non-Banking Financial Companies Auditors Report (Reserves Bank) Direction, 1998 a report from the Statutory Auditors to the Board of Directors'' has been received by your company. This report has certified that the company has complied with all the directions and prudential norms as prescribed under the RBI Act, 1934.

LISTING INFORMATION

The Company shares are listed with Delhi Stock Exchange Ltd., Delhi. Your Company has paid Annual listing fees up to date and there are no arrears.

CASH FLOW STATEMENT

In conformity with the provisions of Clause 49 of the Listing Agreement with the Stock Exchange, the Cash Flow Statement for the year ended 31st March 2012 is annexed hereto.

FIXED DEPOSITS

The Company has not accepted any deposits from the public, within the meaning of Section 58 - A of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975 during the year under review.

STATUTORY INFORMATION

The Company''s (Disclosure of particulars in the report of Board of Directors) Rules 1988, requires the disclosures of particulars regarding conservation of energy in Form A and technology Absorption in Form B prescribed by the rules. The requirement of Forms A and B are not applicable, as the company is not manufacturing company. The company had no foreign Exchange out-go or inflow during the year

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation of the assistance provided by the Bankers, Financial Institutions and the Government. The Directors also thank the employees for their contributions made during the year.

BY ORDER OF THE BOARD SHRI NIWAS LEASING AND FINANCE LIMITED

Place: New Delhi Date : 03.09.2012 CHAIRMAN

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Mar 31, 2011

Dear Members,

The Directors are pleased to present their 26th annual Report and audited accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS FOR THE YEAR ENDED 31.03.2011 31.03.2010

Income 57,190 8,806

Expenditure 59,946 18,198

Profit (Loss) Before Tax (2,756) (9,392)

Profit (Loss) After Tax (2,756) (9,392)

Balance Brought forward (11,42,546) (11,33,154) from previous year

Balance carried to balance sheet (11,45,302) (11,42,546)

GENERAL CORPORATE MATTERS

The company is currently engaged in sale and purchase of shares & securities. The year under report has been difficult for the Stock Market as the market behaved with great volatility and Market Index showed movement both upward-and downward frequently. Moreover, payment problems affecting Stock Market also caused considerable damage to the investor''s confidence in the market. It also affected the overall turnover in the Stock Market. The Stock Market Index as on 31st March 2011 were at low levels as a result of which there was low valuation of stock held by the company at the end of the year. The company also intends to make expansion in providing loans and advances and finance to different persons, firms and bodies corporate.

CORPORATE GOVERNANCE

Your company has always striven to incorporate appropriate standard for good corporate governance and has been practicing these principles since inception. Corporate Governance has evolved in the company over the years, not only on account of regulatory requirements but also on account of sound management values for enhancing and meeting stockholder''s expectations. The company is taking adequate steps in ensure that all mandatory provisions of Corporate Governance as prescribed under the Listing Agreement of the Stock Exchange are complied within the time schedule laid down by Stock Exchange.

GENERAL INFORMATION

The shares of your company are listed on the Delhi Stock Exchange, Pursuant to the SEBI Guidelines the company''s Equity Share has been under process to be converted in to electronic mode. Company''s ISIN No. INE201F01015 and the company''s shares can be got converted in to electronic form with any of the Depositary Participation registered with NSDL or CDSL.

DIVIDEND:

Due to the fact that the Company incurred loss during the year there for your directors are not in a position to recommend any dividend. But the directors are hopeful better result in ensuring future.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under section 217(2AA), which was introduced by the Company (Amendment) Act, 2000 your Director confirms that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed.

The Director 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 31st March, 2011 and of the Loss of the Company of the year ended 31st March, 2011. The Director had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the company and preventing and detecting fraud and other irregularities.

c) The annual accounts are prepared on a going concern basis.

AUDITORS'' REPORT

The notes to the accounts referred to in the auditors report are self-explanatory and therefore do not call for any further comments.

AUDITORS'' REMARKS

The observations made by the Auditors with reference to note on the accounts for the year under report are self explanatory and need no further comments from the Directors.

PARTICULARS OF EMPLOYEES:

There are no employees in receipt of remuneration in excess of amount specified in Section 217(2A) read with Companies (Particular of employees) rules 1975 as amended.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary company.

FIXED DEPOSITS:

The Company has not accepted any deposits from the public, within the meaning of Section 58 -A of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975 during the year under review.

STATURTORY INFROMATION

The Company''s (Disclosure of particulars in the report of Board of Directors) Rules 1988, requires the disclosures of particulars regarding conservation of energy in Form A and technology Absorption In Form B prescribed by the rules, The requirement of Forms A and B are not applicable, as the company is not manufacturing company. The company had no foreign Exchange out-go or inflow during the year

ACKNOWLEDGEMENT:

The Directors wish to place on record their appreciation of the assistance provided by the Bankers, Financial Institutions and the Government. The Directors also thank the employees for their contributions made during the year.

BY ORDER OF THE BOARD For SHRI NIWAS LEASING AND FINANCE LIMITED

DIRECTOR

PLACE: NEW DELHI DATE : 17.05.2011