Your Directors are pleased to present to you the Annual Report of Board of Directors (“Board”) on
the business and operations of your Company along with its Audited Financial Statements for the
Financial Year ended 31^st March 2024.

CORPORATE OVERVIEW

The Company is a Non-Deposit Accepting Non-Banking Finance Company (“NBFC”), holding a
Certificate of Registration from the Reserve Bank of India (“RBI”) and listed its equity in Bombay
Stock Exchange and Metropolitan Stock Exchange of India Limited. With the expected positive
momentum in the Indian economy, the Company is focused on growth and achieving profitability
along with a renewed commitment to enhance quality and customer service and to reduce costs.
Innovations, investment and positive modifications are expected in the near future, boosting the
Company's revenues. Together with forward looking strategy, the Company is also focusing
extensively on expanding the business and operational improvements through various strategic
projects for operational excellence and cost cutting initiatives.

FINANCIAL PERFORMANCE

The financial performance of the Company for period under review is summarized below:

(Amount in Rs Lacs)

STATE OF COMPANY'S AFFAIR AND OPERATIONAL HIGHLIGHTS

During the year under review, the gross revenue from operations of your Company for the year
ended 31^st March, 2024 stood at Rs. 123.89 lacs as compared to revenue generated of Rs. 223.81
lacs for the year ended 31^st March, 2023. Further, the EBITDA of the Company for the year ended
31st March, 2024 stood at Rs. 8.57 lacs as compared to Rs. 45.08 lacs for the previous year ended
31st March, 2023.

The Profit before tax for the year ended 31st March, 2024 stood at Rs. 8.57 lacs as compared to
profit of Rs. 45.08 lacs for the year ended 31st March, 2023. The Profit after Tax stood at Rs. 6.11
lacs for the year ending 31st March, 2024 as compared to profit of Rs. 33.36 lacs for the previous
year ended 31st March, 2023.

SHARE CAPITAL

During the period under review, the authorized share capital of the Company stood at Rs.
3,50,00,000 divided into 3,50,00,000 equity shares of Rs. 1 each and issued, subscribed and paid-up
capital of the Company stood at Rs. 3,00,10,000 as at 31st March, 2024.

There was no public issue, rights issue, bonus issue or preferential issue etc. during the year. The
Company has not issued shares with differential voting rights, sweat equity shares nor has it
granted any stock options.

However, during the Financial Year 2021-2022, The Company has subdivided the Equity Shares
such that Company's One (1) Equity Share having Face Value of Rs. 10/- (Rupees Ten Only) is sub¬
divided into Ten (10) Equity Shares having Face Value of Rs. 1/- (Rupees One Only) each fully paid-
up.

TRANSFER TO RESERVES

The Company has transferred a reserve of Rs. 1.22 lacs as required under Section 45-IC of RBI Act,
1934 to the Statutory Reserve. Other than this, the Company did not transfer any amount to reserve
for the Financial Year ended 31^st March, 2024.

DIVIDEND

In view of need to conserve the resources of the Company for the future growth, your Company's
Directors do not recommend any dividend to the shareholders of the Company for the Financial
Year 2023-24.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

In the opinion of the Board, there has been no material changes and commitments, if any, affecting
the financial position of the Company which have occurred between the end of the financial year of
the Company to which the financial statements relate and the date of the report.

CAPITAL PROJECTS

The Company was not working on any kind of capital projects for the financial year 2023-24

DEPOSITS

During the period Company has not invited or accepted or renewed any fixed deposits from public
as mandated under Section 73 of the Companies Act, 2013 (“the Act”) read with Companies
(Acceptance of Deposits) Rules, 2014.

DETAILS OF SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

As on 31^st March, 2024, The Company does not have any Subsidiary or Joint Ventures and Associate
Company.

NUMBER OF MEETINGS OF BOARD OF DIRCETORS

The agenda and Notice for the Meetings is prepared and circulated in advance to the Directors.
During the year under review, 5 (Five) Board meetings were held on 29^th May, 2023;11^th August,
2023; 10^th November, 2023; 12^th February, 2024 and 28^th March, 2024.

¹ Resigned w.e.f 13.03.2024

² Appointed w.e.f 28.03.2024

*Mrs Vineeta Loomba has resigned from the Board w.e.f. 05, April, 2024

The necessary quorum was present in all the meetings. The intervening gap between any two
meetings was not more than one hundred and twenty days as prescribed by the Companies Act,
2013.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as
laid down under Section 149(6) of the Companies Act, 2013 and the applicable provisions of the
Listing regulations.

During the year the separate meeting of the Independent Directors were held in accordance with
the applicable provisions of Companies Act, 2013 without the attendance of non-independent
directors and members of the Management, inter alia, to discuss the following:

• Reviewed the performance of Non-Independent Directors and the Board as a whole;

• Reviewed the performance of the Chairman of the Company, taking in to account the views
of the Executive and Non-Executive Directors; and

• Assessed the quality, quantity and timeliness of flow of information between the Company
management and the Board that is necessary for the Board to effectively and reasonably
perform its duties

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of our knowledge and belief and according to the information and explanation obtained
by us, your Directors make the following statements in terms of provisions of Section 134 (5) of the
Companies Act, 2013, and hereby confirm that:

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

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

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

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

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

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

AUDITORS AND AUDITOR'S REPORT

STATUTORY AUDITORS

The provision of section 139 of the Companies Act, 2013 requires that the statutory auditor may be
appointed by the shareholders for a period of 5 (five) consecutive years. Accordingly, M/s. R. C.
Agarwal & Co., (FRN: 003175N), Chartered Accountants were appointed as Statutory Auditors of
the Company for the term of five years from the Annual General Meeting (AGM) held on 29th
September, 2021.

The Audit Report as provided by the Statutory Auditors does not contain any qualification,
reservation or adverse remark or disclaimer.

During the year under review, there were no frauds reported by the auditors to the Audit
Committee or the Board under section 143(12) of the Companies Act, 2013.

COST AUDIT

As per the Cost Audit Orders, Cost Audit is not applicable to the Company's for the Financial Year
2023-24

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors in its meeting held
on 06^th September, 2024 have appointed M/s Ranjan Jha & Associates, Practicing Company
Secretaries as Secretarial Auditor to undertake the Secretarial Audit of the Company for the
Financial Year 2023-2024.

The Secretarial Audit Report in prescribed Form MR-3 for the financial year ended 31^st March, 2024
is appended as Annexure-1 to this Report. The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report, highlighting the performance and prospects of the
Company's business, forms part of the Annual Report.

CORPORATE GOVERNANCE

As per Regulation 15 of the SEBI (Listing Regulations and Disclosure Obligations Requirements)
Regulations, 2015, the Compliance with the corporate governance provisions as specified in
Regulations 17, [17A,] 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27and clauses (b) to (i) and (t) of sub
regulation (2) of Regulation 46 and para C, D and E of Schedule V are not applicable to the following
class of companies:

The listed entity having Paid up Equity Share Capital not exceeding Rs.10 Crores and Net Worth not
exceeding Rs.25 Crores, as on the last day of the previous financial year;

The Listed Entity which has listed its specified securities on the SME Exchange.

The members may please note that the Company is neither listed on the SME Exchange nor its paid-
up share capital and net-worth exceeds the threshold limits as mentioned above, therefore is
exempted from provisions of corporate governance as stated in Regulation 15 of the Securities and
Exchange Board of India (LODR) Regulation, 2015.

BOARD EVALUATION

Pursuant to the provisions of the Section 134, 178 and Sch. IV of the Companies Act, 2013, the
following performance evaluations were carried out;

a. Performance evaluation of the Board, Chairman and non-Independent Directors by the
Independent Directors;

b. Performance evaluation of the Board, its committees and Independent Directors by the Board of
Directors; and

c. Performance evaluation of every director by the Nomination and Remuneration Committee.
COMMITTEES OF THE BOARD OF DIRECTORS

The Board Committees play a crucial role in the governance structure of the Company and have
been constituted to deal with specific areas related to the Company that need a closer review. The
Board Committees are set up under the formal approval of the Board to carry out clearly defined
roles which are considered as a part of good governance practice and the Board has constituted the
following Committees and each Committee has their terms of reference as a Charter. The Company
has constituted the various Committees in compliance with the applicable provisions of Companies
Act, 2013. The Chairman of each committee along with the other Members of the Committee and if
required other Members of the Board, decide the agenda, frequency and the duration of each
meeting of that Committee. Currently, the Board has at the end of the year three committees:

I. Audit Committee

II. Nomination and Remuneration Committee

III. Stakeholders' Relationship Committee

AUDIT COMMITTEE

The Audit Committee is, inter alia, entrusted with the responsibilities to monitor the financial
reporting, audit process, determine the adequacy of internal controls, evaluate and approve
transactions with related parties, disclosure of financial information and recommendation of the
appointment of Statutory Auditors.

During the financial year under review, the committee met Five (5) times on 29^th May, 2023, 11^th
August, 2023; 31^st August, 2023, 10^th, November, 2023; 12^th February respectively and all the
recommendations of the audit committee were accepted by the Board. The composition and
attendance of the members at the meeting are as follows:

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee broadly plays a dual role for determining the
composition of the Board based on need and requirements of the Company from time to time and
determines the overall compensation framework and policy for Directors, Senior Management and
Employees. The Committee further reviews that the human resource practices of the Company are
effective in maintaining and retaining a competent workforce.

During the financial year under review, the committee met 2 (Two) times on 15^th May, 2023, and
31^st August, 2023 respectively and all the recommendations of the Committee were accepted by the
Board. The composition and attendance of the Members at the meetings are as follows:

STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee was duly reconstituted during the year to give effect to
the changes in the Board Composition. The composition of reconstituted Stakeholders Relationship
Committee is mentioned below.

During the financial year under review, the committee met 4 (Four) times on 20^th May 2023, 31^st
August 2023, 10^th November, 2023 and 12^th February, 2024. respectively and all the
recommendations of the Audit Committee were accepted by the Board. The composition and
attendance of the Members at the meetings are as follows:

RELATED PARTY TRANSACTION

Pursuant to the provisions of Section 188 of the Companies Act, 2013 read with the rules made
there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Company had not entered into any contract/arrangement/transaction with related parties which
could be considered material. There are no materially significant related party transactions made
by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons
which may have a potential conflict with the interest of the Company at large. Accordingly,
particulars of contracts or arrangements with related parties referred to in Section 188(1) of the
Companies Act, 2013 in Form AOC-2 is not applicable.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL
STATEMENTS

The Company has adequate systems of internal control in place, which is commensurate with its
size and the nature of its operations. The Company has designed and put in place adequate
Standard Operating Procedures and Limits of Authority Manuals for conduct of its business,
including adherence to Company's policies, safeguarding its assets, prevention and detection of
fraud and errors, accuracy and completeness of accounting records and timely preparation of
reliable financial information.

The Company's management is responsible for establishing and maintaining internal financial
controls based on the internal control over financial reporting criteria established by the Company
considering the essential components of internal control stated in the Guidance Note on Audit of

Internal Financial Controls over Financial Reporting issued by the Institute of Chartered
Accountants of India (ICAI). These responsibilities include the design, implementation and
maintenance of adequate internal financial controls that were operating effectively for ensuring the
orderly and efficient conduct of its business, including adherence to company's policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records, and the timely preparation of reliable financial
information, as required under the Act. The Audit Committee reviews the internal audit plans,
adequacy and effectiveness of the Internal Control System, significant audit observations and
monitors the sustainability of remedial measures.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS

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

However, Hon'ble Securities Appelate Tribunal has passed an order against the Director, Mr.
Rajneesh Kumar, imposing a penalty of Rs 5,00,00,000 ( Rupes Five Crore) among others totaling Rs
11.90 Crore of fine on 19 entities in the matter of “Pump & Dump of Superior Finlease Shares”.

Members are hereby informed that the review of the above said matter is under consideration with
Hon'ble tribunal (SAT).

CORPORATE SOCIAL RESPONSIBILITY f'CSR')

Pursuant to provisions of Section 135 of the Companies Act, 2013 read with the rules made there
under, the criteria for companying with the CSR activity does not applicable to the Company
throughout the year.

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

A. CONSERVATION OF ENERGY

Company has limited scope for undertaking energy conservation exercises, but nevertheless
continues to emphasize work practices that result in conservation of energy. At the offices of your
Company, special emphasis is placed on installation of energy-efficient lighting devices, use of
natural light as best as possible, and adoption of effective procedures for conservation of electricity,
water, paper and other materials that consume natural resources.

B. TECHNOLOGY ABSORPTION

Company did not absorb any new T echnology during the financial year.

C. FOREIGN EXCHANGE AND OUTGO

There was no foreign exchange inflow or Outflow during the year under review
VIGIL MECHANISM/WHISTLE BLOWERPOLICY

The Company in accordance with the provisions of Section 177(9) of the Companies Act, 2013 has
established a vigil mechanism for directors and employees to report genuine concerns to the
management viz. instances of unethical behaviour, actual or suspected, fraud or violation of the
Company's Code of Conduct or Ethics Policy. The Company has also formulated a Whistle Blower
Policy (“Policy”) which provides for adequate safeguard against victimization of persons and has a
provision for direct access to the Chairperson of the Audit Committee. The Company has not denied
any person from having access to the Chairman of the Audit Committee. The details of the Whistle
Blower policy are also available on the website of the Company
http://www.superiorfinlease.com/investors/

EXTRACT OF THE ANNUAL RETURN

Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of
the Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT-7)
for the financial year ended 31^st March 2024, is available on the Company's website and can be
accessed at http://www.superiorfinlease.com/investors/.

SECRETARIAL STANDARDS

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

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS

Pursuant to Section 186 of the Companies Act, 2013 (the 'Act') read with Rule 11(2) of the
Companies (Meetings of Board and its Powers) Rules, 2014, the loan made, guarantee given or
security provided in the ordinary course of business by a Non- Banking Financial Company (NBFC)
registered with Reserve Bank of India are exempt from the applicability of provisions of Section
186 of the Act. The details of Loans, Corporate Guarantees and Investments made during the year
under the provisions of Section 186 of the Companies Act, 2013 are given in notes to the financial
statements.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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 are given
below:

i) The ratio of the remuneration of each Director to the median remuneration of the
employees of the company for the financial year: Not Applicable, as there is no remuneration
paid to the director during the reporting period.

ii) The percentage increase in remuneration of each director, Chief Financial Officer, Chief
Executive Officer, Company Secretary or Manager, if any, in the financial year: Not Applicable;
there is no change in the remuneration of employees of the Company during the financial year
under review.

iii) The percentage increase in the median remuneration of employees in the financial year:

Not Applicable; there is no change in the remuneration of employees of the Company during the
financial year under review.

iv) The number of permanent employees on the rolls of company: 4

v) 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 point out if there are any exceptional
circumstances for increase in the managerial remuneration: Nil

vi) The key parameters for any variable component of remuneration availed by the directors: Nil

vii) Affirmation that the remuneration is as per the remuneration policy of the company: It is
hereby affirmed that the remuneration paid during the year is as per the Remuneration Policy of
the Company.

NOMINATION & REMUNERATION POLICY AND DISCLOSURES ON REMUNERATION

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a
policy for selection, appointment and remuneration of Directors, Key Managerial Personnel and
employees in the Senior Management. In accordance with the provisions of Section 178 of the Act,
the Board of Directors has adopted a Policy on Board Diversity and Director Attributes and the
Remuneration Policy. The Policy on Board Diversity and Director Attributes has been framed to
encourage diversity of thought, experience, knowledge, perspective, age and gender in the Board.
The Remuneration Policy for Directors, Key Managerial Personnel and all other employees is
aligned to the philosophy on the commitment of fostering a culture of leadership with trust. The
Policy aims to ensure that the level and composition of the remuneration of the Directors, Key
Managerial Personnel and all other employees is reasonable and sufficient to attract, retain and
motivate them to successfully run the Company.

RISK MANAGEMENT POLICY

Risk Management Policy identifies, communicate and manage risks across the organization. The
policy also ensures that responsibilities have been appropriately delegated for risk management.
Key Risk and mitigation measures are provided in the 'Management Discussion and Analysis
Report' as appended to this Annual Report.

DISCLOSURE AS PER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013

As per provisions of Section 4 of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, your Company has constituted an Internal Complaints
Committee for redressal of complaints against sexual harassment.

Further, the Company has always provided a congenial atmosphere for work to all the employees
that is free from discrimination and harassment including sexual harassment. There were no
complaints/cases filed/pending with the Company during the year.

UNPAID AND UNCLAIMED DIVIDEND

As per the provision of section 124(1) of the Act, any money transferred to the Unpaid Dividend
Account of a company which remains unpaid or unclaimed for a period of 7 (seven) years from the
date of such transfer shall be transferred by the company along with interest accrued, if any,
thereon to the Investor Education and Protection Fund established in accordance with section
125(1).

The members may please be informed that the Company has not declared any dividend in last
years. Accordingly, there were no funds which were required to be transferred to Investor
Education and Protection fund.

FRAUD REPORTING

There was no fraud disclosed during the Financial Year ended 31^st March, 2024.

LISTING OF EQUITY SHARES

The 3,00,10,000 equity shares of Rs. 1/- each of the Company are listed on BSE Limited and
Metropolitan Stock Exchange of India Limited. The Annual Listing Fees for the Financial Year 2024¬
25 has been submitted to the Stock Exchanges.

HEALTH, ENVIRONMENT AND SAFETY

The Company conducts various promotional activities related to Safety, Health & Environment
during National safety week, Road safety week & Fire service day. Quiz & poster contest, live
demonstration of firefighting techniques, domestic & household safety for the students of
neighbouring schools, employees children and people residing in surrounding community are taken
up during those days.

As part of the safety performances following parameters were considered:

• Health & Safety Management systems

• Workers participation in Health & Safety

• Health & Safety Training

• Work Permit, tag out & lockout systems

• Internal & External Safety auditing, review process

• Promotion of safety & health at workplace

• Community awareness programs

• Safety of the contract workers

HUMAN RESOURCE AND INDUSTRIAL RELATIONS

Cordial and conducive working conditions prevailed amongst the Company employees and the
contract vendors.

COMPLIANCES

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), Reserve Bank
of India (RBI), Securities and Exchange Board of India (SEBI) and other statutory authority.

RBI GUIDELINES

As a Non-Deposit taking Non-Banking Finance Company, your Company always aims to operate in
compliance with applicable RBI laws and regulations and employs its best efforts towards achieving
the same.

EMPLOYEES' STOCK OPTION SCHEME

During the year under review, your Company has not provided any Stock Option Scheme to the
employees.

RIGHTS ISSUE OF SHARES

During the year under review, no Right Issue was made in the financial year 2023-24.

PURSUANT TO RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014

None of the employees' remuneration exceeds the limit specified.

GREEN INITIATIVES

Electronic copies of the Annual Report for the FY 2023-24 and the Notice of the AGM were sent to
all the members whose email addresses are registered with the Company / Depository Participants.
Members whose Email addresses are not registered can send their request to company directly or
may assess the Notice of the Annual General Meeting and the Annual Report for the year 2023-24
from the Company's website http://www.superiorfinlease.com/investors.php and also on the
website of BSE Limited at https://www.bseindia.com/and Metropolitan Stock Exchange of India
Limited at https://www.msei.in/ where the shares of the company are listed.

OTHER DISCLOSURES

• There was no proceeding initiated or pending against the Company under the Insolvency and
Bankruptcy Code, 2016.

• The Company has not made any one-time settlement for loans taken from the Banks or Financial
Institutions, and hence the details of difference between amount of the valuation done at the time
of one-time settlement and the valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof is not applicable.

CORPORATE POLICY

The Company seeks to promote and follow the utmost level of ethical standards in the business
transactions. The policies are formulated in accordance with the applicable provisions of
Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
and RBI Laws as stipulated in the master directions for Non -banking Financial Companies. All the
policies are available on the website of the Company viz. http://www.superiorfinlease.com.

The Policies are reviewed periodically by the Board and updated on the basis of need and new
Compliance.

The Key Policies are as follows:

ACKNOWLEDGEMENTS

Your directors take this opportunity to offer their sincere thanks and gratitude to:

1. The bankers of the company as well as other Financial Institutions for the financial facilities and
support.

2. Business associates, vendors/contractors, shareholders, employees and esteemed clients,
customers for their support and assistance.

The Board also takes this opportunity to express their sincere appreciation of the efforts,
dedication, commitment and contribution put in by the employees at all levels for achieving the
results and hope that they would continue their sincere and dedicated endeavours towards
achieving better working results during the current year.

FOR AND ON BEHALF OF
SUPERIOR FINLEASE LIMITED

Sd/-

RAJNEESH KUMAR
DIRECTOR

DIN:02463693

Place: New Delhi
Date: 06.09.2024