OPERATIONAL HIGHLIGHTS AND STATE OF COMPANY'S AFFAIRS

During the financial year under review, the Company has a negative revenue of Rs. 293.10 Lakhs as against total income of Rs. 0.73 Lakhs for the previous financial year. Total Expenditure amounted to Rs. 19.59 Lakhs as against Rs. 19.30 Lakhs for the previous financial year. Loss before tax stood at Rs. 312.69 Lakhs as against Rs. 18.56 Lakhs for the previous financial year. The Net Loss for the financial year under review is Rs. 237.66 Lakhs as against Rs. 15.77 Lakhs for the previous financial year.

The Directors are looking for avenues towards development and making continuous efforts to expand the business of the Company. The operational performance of the Company has been comprehensively covered in the Management Discussion and Analysis Report annexed to this report.

TRANSFER TO RESERVES

Under Section 45-IC of Reserve Bank of India Act, 1934, Non-Banking Financial Companies (NBFCs) are required to transfer a sum of not less than 20% of its net profit every year to the reserve fund before declaration of any dividend. However, the Company has incurred net loss and hence the Board has not transferred any amount to the Reserves for the financial year under review.

DIVIDEND

For augmentation of funds for potential expansion and better future prospects in the business of the Company, the Board do not recommend any dividend for the financial year under review.

MATERIAL CHANGES AND COMMITMENTS AFTER END OF THE FINANCIAL YEAR AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no adverse material changes or commitments that occurred after March 31, 2025, which may affect the financial position of the Company or may require disclosure.

SHARE CAPITAL

As on March 31, 2025, the authorised share capital of the Company stood at INR 3,10,00,000/- divided into 31,00,000 equity shares of INR 10/- each and the paid-up share capital of the Company stood at INR 3,00,89,000/- divided into 30,08,900 equity shares of INR 10/- each.

There was no change in share capital during the financial year under review.

CREDIT RATING

Since, the Company had no borrowings during the financial year under review, no credit ratings were required to be obtained by the Company from any credit rating agencies.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

During the financial year under review and till the date of this report, the Company has no subsidiary or joint venture companies. However, there is 1 (One) associate company viz. Jindal Exports and Imports Private Limited holding 26.85% of shareholding in the Company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Disclosure on particulars of loans, guarantees and investments covered under Section 186 of the Act, forms part of notes to the financial statements provided in this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

With reference to Section 134(3)(h) of the Act, all contracts / arrangements/ transactions with related parties under Section 188(1) of the Act, entered by the Company during the financial year under review, were in the ordinary course of business and on an arm's length basis.

During the financial year under review, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered ‘material' in accordance with the policy of the Company on materiality of Related Party Transactions which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders or which is required to be reported. Accordingly, there are no transactions that are required to be reported in Form AOC-2.

However, details of the Related Party Transactions are provided in Note No. 29 of the Financial Statements. The Policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company at www.jindalleasefin.com

INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial controls, with reference to financial statements, commensurate with the size, scale and complexity of its operations. Assurance on the adequacy and efficacy of Internal Financial Controls is obtained through management reviews, controlled self-assessment, continuous monitoring by functional experts as well as testing of the Internal Financial Control system by the Internal Auditors and the Statutory Auditors during the course of their audits. Further, the Audit Committee monitors the effectiveness of your Company's internal control framework. The internal control system has been designed to ensure that financial and other records are reliable.

RISK MANAGEMENT

Credit risk, Market risk, Operational risk and Liquidity risk are the key risks faced by the Company. Your Company recognizes these risks and makes the best effort to mitigate them in time. Risk Management is also an integral part of the Company's business strategy.

The Company has a risk management framework to identify, monitor and minimize risk and also identify business opportunities. This framework seeks to create transparency, minimize adverse impact on the strategic and financial business objectives and enhance the Company's competitive advantage. The Company has proper con dentialities and privacy policies to control risk elements.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 of the Act, Corporate Social Responsibility is not applicable to the Company. Thus, there is no requisite to constitute a committee, formulate the policy and spend amount on Corporate Social Responsibility.

SECRETARIAL STANDARDS

The Board states that the Company is in compliance with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

Board Composition and Independence

The Company has a duly constituted Board with a proper balance of Executive, Non-Executive and Independent Directors (including Woman Director) who bring to the table the precise blend of knowledge, skills and expertise. The Board provides strategic guidance and direction to the Company in achieving its business objectives and protecting the interest of the members.

The Board comprises of optimum number of Independent Directors. The Company has received declarations from all the Independent Directors under Section 149(7) of the Act, confirming that they meet the criteria of independence as laid down in Section 149(6) of the Act and the provisions of the Listing Regulations. All the Independent Directors have affirmed compliance to the Code of Conduct for Independent Directors as prescribed in Schedule IV of the Act. During the financial year under review, Independent Directors of the Company had no pecuniary relationship or transactions with the Company.

Composition of the Board as on March 31, 2025:

Promoter Executive Director Mr. Surender Kumar Jindal Non-Executive (Non-Independent Director) Ms. Chavi Rungta

Mr. Nishant Garg

(Independent Director) Mr. Sachin Kharkia Mr. Prateek Singhal

(Note: Ms. Kiran Singhal ceased to be an Independent Director of the Company w.e.f. close of business hours on March 18, 2025 upon completion of her second and final term.)

The Company has in place a comprehensive Code of Conduct (the “Code”) applicable to the Directors, Employees and Senior Management Personnel. The Code is applicable to Non-Executive Directors including Independent Directors to such an extent as may be applicable to them depending on their roles and responsibilities. The Code gives guidance and support needed for ethical conduct of business and compliance of law.

Directors and Key Managerial Personnel

During the financial year under review, Ms. Kiran Singhal (DIN: 00900855), Non-Executive Independent Director of the Company, has completed her second and final term w.e.f. close of business hours on March 18, 2025. Consequently, she ceased to be the Director of the Company and Chairman/Member of the respective Committees of the Board of Directors w.e.f. close of business hours on March 18, 2025. Further, Mr. Prateek Singhal (DIN: 00054523) has been appointed as an Additional Director by the Board of Directors of the Company based on recommendation of the Nomination and Remuneration Committee, to hold office as a Non-Executive Independent Director of the Company for a term of 5 (Five) consecutive years with effect from March 19, 2025 up to March 18, 2030 subject to approval of members in ensuing General Meeting. The Board considers that given his background, and experience, his appointment as an Independent Director would be beneficial to the Company.

In accordance with the provisions of the Act and the Articles of Association of the Company, Ms. Chavi Rungta (DIN: 00481039), Non-Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered herself for re-appointment. The Board of Directors has recommended her reappointment.

The following persons have been designated as Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Act read with the rules framed thereunder as on the date of this report:

Mr. Surender Kumar Jindal, Managing Director

Mr. Virendra Bahadur Singh, Chief Financial Officer

Mr. Rajendra Prasad Rustagi, Company Secretary & Compliance Officer

Number of meetings of the Board

The Board met 11 (Eleven) times during the financial year under review. The meetings of the Board were held on May 22, 2024; June 11, 2024; July 23, 2024; August 12, 2024; September 2, 2024; November 25, 2024; November 30, 2024; January 31, 2025; February 12, 2025; February 20, 2025 and March 19, 2025. The maximum interval between any two meetings did not exceed 120 days. Additional meetings of the Board are convened as may be necessary for the proper management of the business operations of the Company.

Attendance at Board Meetings and last Annual General Meeting:

Independent Directors' Meeting

1 (One) separate meeting of the Independent Directors to review the performance of Non-Independent Directors and the Board as a whole was held on January 29, 2025, which was attended by Mr. Sachin Kharkia and Ms. Kiran Singhal.

COMMITTEES OF THE BOARD

The Board has constituted 3 (Three) Committees to carry out various functions, as entrusted, and give the suitable recommendations to the Board on the significant matters, from time to time. All decisions and recommendations of the Committees are placed before the Board either for information or approval. The Board is authorised to constitute additional functional Committees, from time to time, depending on business needs.

Following are the details of the Committees as on March 31, 2025:

I. AUDIT COMMITTEE

The Board has constituted an Audit Committee with all the members being Non-Executive Independent Directors except one. The Chairman of the Committee is an Independent Director. They possess sound knowledge and have vast experience in the area of nance, accounts and industry.

Composition of the Audit Committee as on March 31, 2025:

Meetings and Attendance:

During the financial year under review, the Audit Committee met 8 (Eight) times on the following dates: May 22, 2024; June 11, 2024; August 12, 2024; September 2, 2024; November 23, 2024; November 30, 2024; January 29, 2025 and February 12, 2025.

(**appointed as a Member of Audit Committee w.e.f. March 19, 2025)

During the financial year under review, all the recommendations made by the Audit Committee were accepted by the Board.

II.NOMINATION AND REMUNERATION COMMITTEE

The Board has constituted a Nomination and Remuneration Committee with all the members being Non-Executive Independent Directors except one. The Chairman of the Committee is an Independent Director.

Composition of the Nomination and Remuneration Committee as on March 31, 2025:

Meetings and Attendance:

During the financial year under review, the Nomination and Remuneration Committee met 3 (Three) times on July 22, 2024; September 2, 2024 and March 19, 2025.

(*ceased to be Chairman of Nomination and Remuneration Committee w.e.f. March 18, 2025) (**appointed as Chairman of Nomination and Remuneration Committee w.e.f. March 19, 2025)

III.STAKEHOLDERS' RELATIONSHIP COMMITTEE

The Board has constituted a Stakeholders' Relationship Committee with all the members being Non-Executive Independent Directors except one.

Composition of the Stakeholders' Relationship Committee as on March 31, 2025:

Meetings and Attendance:

During the financial year under review, the Stakeholders' Relationship Committee met 1 (One) time on August 12, 2024.

(*ceased to be a Member of Stakeholders' Relationship Committee w.e.f. March 18, 2025) (**appointed as a Member of Stakeholders' Relationship Committee w.e.f. March 19, 2025)

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

A policy has been framed which sets out the guiding principles for selection and appointment of Directors including determining qualifications and independence of a Director, Key Managerial Personnel (KMP), Senior Management Personnel and their remuneration and other matters provided under Section 178(3) of the Act.

The Policy also provides for the factors in evaluating the suitability of individual Board members with diverse background and experience that are relevant for the Company's operations.

Pursuant to the provisions of Section 134(3)(e) of the Act, the Nomination and Remuneration Policy of the Company which lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors and policies of the Company relating to remuneration of Directors, KMP and other employees are available on the website of the Company at www.jindalleasefin.com

INVESTOR COMPLAINTS

The Company received NIL complaints from the shareholders during the financial year under review. The Company has a practice to redress to the satisfaction of the shareholders effectively within the statutory time limit if any complaints are received.

No complaint was pending at the end of financial year as on March 31, 2025.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the financial year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”), is annexed to this Report as “Annexure A”.

CORPORATE GOVERNANCE

Pursuant to the threshold limit as stipulated in Regulation 15(2)(a) of the Listing Regulations, the Corporate Governance Report as prescribed in Regulation 27 read with para C, D and E of Schedule V of the Listing Regulations, is not applicable to the Company since the paid-up equity share capital of the Company is less than Rs. 10 Crores and net worth is less than Rs. 25 Crores as at March 31, 2025.

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to criteria based on market capitalization in Regulation 34(2)(f) of the Listing Regulations, Business Responsibility and Sustainability Report (BRSR) on the environmental, social and governance disclosures, is not applicable to the Company.

PERFORMANCE EVALUATION

The Performance Evaluation framework has been designed in compliance with the Act and the Listing Regulations to evaluate annual performance of the Board, Committees and other Individual Directors (including Independent Directors) which include criteria for performance evaluation of Non-Executive Directors and Executive Directors.

In accordance with the manner specified by the Nomination and Remuneration Committee, the Board carried out annual performance evaluation of the Board, its Committees and Individual Directors. The Independent Directors carried out annual performance evaluation of the Non-Independent Directors and the Board as a whole. The exercise was carried out through an evaluation process covering aspects such as composition of the Board, experience, competencies, governance issues, etc. The Chairman of the respective Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on the report on evaluation received from respective Committees. A consolidated report was shared with the Chairman of the Board for his review and giving feedback to each Individual Directors.

VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) of the Act, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the Listing Regulations and in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors had approved the Policy on Vigil Mechanism/Whistle Blower and the same has been hosted on the website of the Company.

Over the years, the Company has established a reputation for doing business with integrity and displays zero tolerance for any form of unethical behavior. The mechanism under the Policy has been appropriately communicated within the organization. The Company has established a Vigil Mechanism through which Directors, employees and business associates may report unethical behavior, malpractices, wrongful conduct, fraud, violation of the Company's Code of Conduct and leak or suspected leak of unpublished price sensitive information without fear of reprisal.

PREVENTION OF INSIDER TRADING

The Board has formulated code of conduct for regulating, monitoring and reporting of trading of shares by Insiders. This code lays down guidelines, procedures to be followed and disclosures to be made by the insiders while dealing with shares of the Company and cautioning them on consequences of non-compliances.

COST RECORDS

The maintenance of cost records and requirement of cost audit as prescribed under Section 148(1) of the Act has not been specified by the Central Government for the nature of the business activities carried out by the Company.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, (i) a statement showing the names of top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules; and (ii) the disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection on all working days, during business hours, at the Registered Office of the Company.

Any member interested in obtaining such information may write to the Company Secretary at the Registered Office of the Company and the same will be furnished upon request.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company is committed towards providing a healthy environment and does not tolerate any discrimination and/or harassment in any form. The Company has in place an Internal Complaints Committee to prevent sexual harassment of women at workplace and redress the complaints in this regard, if any.

The Board affirms that the Company has complied with the applicable provisions of the Act to the extent required.

COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961. It has ensured that all eligible female employees are extended the benefits mandated under the Act, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company remains committed to providing a safe, supportive, and inclusive work environment and continues to implement policies that support the health and well-being of women employees, especially during maternity and post-maternity periods.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return has been placed on the website of the Company at www.jindalleasefin.com

LISTING

The equity shares of the Company, total 30,08,900 of Rs. 10/- each, are listed on the BSE Limited as on the date of this Report.

The Company has paid annual listing fees to BSE Limited for the financial year 2025-26 within stipulated time period.

DEMATERIALIZATION OF SHARES AND LIQUIDITY

As at March 31, 2025, 24,66,700 equity shares have been dematerialized which account for 81.98% of the total equity. The shares of your Company are being traded in electronic form and the Company has established connectivity with Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL). In view of the numerous advantages offered by the Depository system, members are requested to avail the facility for dematerialization of shares from either of the Depositories as aforesaid.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In view of the nature of the business activities carried out by the Company, primarily being involved in leasing, financing and investment activities and not involved in any industrial or manufacturing activities, has no particulars to report pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to Part A- Conservation of Energy and Part B- Technology Absorption, are not applicable to the Company. However, the Company makes all efforts towards conservation of energy, protection of environment and ensuring safety.

Foreign Exchange earnings and outgo as stipulated in Part C of the said Rules were NIL during the financial year under review.

HEALTH, SAFETY AND ENVIRONMENT PROTECTION

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

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, Directors confirm that:

a) in preparation of the annual accounts for the financial year ended March 31, 2025, the applicable Accounting Standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2025 and of the loss of the Company for that period;

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

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

AUDITORS AND AUDITORS' REPORT

I. STATUTORY AUDITORS

M/s. Goyal Nagpal & Co. served as the Statutory Auditors of the Company until their resignation on August 14, 2024, resulting in a casual vacancy in the office of Statutory Auditors in terms of Section 139(8) of the Companies Act, 2013. To fill the said vacancy, the Board of Directors, based on the recommendation of the Audit Committee, appointed M/s. Ghosh Khanna & Co. LLP (Firm Registration No. 003366N) as the Statutory Auditors of the Company, effective September 2, 2024. Their appointment was subsequently ratified and confirmed by the shareholders at the 30^th Annual General Meeting held on September 30, 2024, for a term of Five (5) consecutive years, from the conclusion of the 30^th AGM until the conclusion of the 35^th AGM to be held in the year 2029.

However, M/s. Ghosh Khanna & Co. LLP tendered their resignation as Statutory Auditors of the Company effective from November 23, 2024, resulting in another casual vacancy in terms of the provisions of the Companies Act, 2013. To address this vacancy, and based on the recommendation of the Audit Committee, the Board of Directors appointed M/s. ANSK & Associates (Firm Registration No. 026177N) as the Statutory Auditors of the Company with effect from November 25, 2024, to hold office until the conclusion of the ensuing Annual General Meeting. Their appointment was duly approved and confirmed by the shareholders of the Company at the Extra-Ordinary General Meeting held on February 25, 2025, at such remuneration as may be mutually agreed between the Board / Audit Committee and the Statutory Auditors from time to time.

The Board now proposes re-appointment of M/s. ANSK & Associates (FRN: 026177N) as the Statutory Auditors of the Company for a period of Five (5) consecutive years, commencing from the conclusion of the 31^st Annual General Meeting and continuing until the conclusion of the 36^th Annual General Meeting to be held in the year 2030. A resolution seeking members' approval for the aforementioned re-appointment, in compliance with the provisions of the Act and Listing Regulations, forms part of the Notice of the ensuing Annual General Meeting. M/s. ANSK & Associates have confirmed their eligibility for the appointment under Section 141 of the Companies Act, 2013 and have provided all necessary confirmations and disclosures, including those pertaining to independence, peer review status, and compliance with applicable regulatory provisions.

The Notes on Financial Statements 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, adverse remark or disclaimer.

II.SECRETARIAL AUDITORS

The Board appointed M/s. Parveen Rastogi & Co., Practising Company Secretaries as the Secretarial Auditors of the Company to conduct Secretarial Audit for the financial year 2024-25. The Secretarial Auditor's Report for the financial year ended March 31, 2025, is annexed to this Report as “Annexure B”.

The Board states that the Secretarial Auditor of the Company has given qualified report for the financial year ended March 31, 2025. The observations of Secretarial Auditor and management's explanation to the said observations are given as under: -

III.INTERNAL AUDITORS

The Board appointed Mr. Suresh Chand Khandelwal as the Internal Auditor of the Company to conduct internal audit of the internal records maintained by the Company for the financial year under review pursuant to provisions of Section 138 of the Act read with Rule 13 of the Companies (Accounts) Rules, 2014. The Internal Auditor placed before the Board the Internal Auditors' Report, which is self-explanatory and do not call for any further comments.

GENERAL

The Board states that no disclosure or reporting is required in respect of the following matters as there were no transactions or applicability on these items during the financial year ended on March 31, 2025:

i) Details relating to deposits covered under Chapter V of the Act; ii) Issue of equity shares with differential rights as to dividend, voting or otherwise; iii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme;

iv) The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees;

v) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future;

vi) No fraud has been reported by the Auditors to the Audit Committee or the Board;

vii) There has been no change in the nature of business of the Company;

viii) The Managing Director of the Company neither receive any remuneration nor any commission from the Company;

ix) There is no application made / proceeding pending under the Insolvency and Bankruptcy Code, 2016; and

x) There was no instance of one-time settlement with any Bank or Financial Institution.

ACKNOWLEDGEMENTS AND APPRECIATION

The Board appreciates the trust reposed by the investor fraternity and clients in the Company and look forward to their continued patronage. The Board would like to thank the Financial Institutions, Bankers and Government Authorities for their continued support and all stakeholders for the continued con dence and trust placed by them with the Company. The Board also appreciates the contribution made by the employees at all levels for their hard work, dedication, co-operation and support for the growth of the Company.