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GDL Leasing & Finance Ltd			Industry : Finance & Investments


BSE Code:	530855	NSE Symbol:	Not Listed	P/E(TTM):	5.87

ISIN Demat:	INE545E01018	Div & Yield %:	0	EPS(TTM):	1.42

Book Value(Rs):	12.0215947	Market Cap ( Cr.):	2.51	Face Value(Rs):	10

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Dear Shareholders,

The Board of Directors have pleasure in presenting this 31st Annual Report on the business and operations of your Company ("the Company"), along with the Audited financial statements for the financial year ended on March 31, 2024.

Financial Highlights

The standalone financial statements for the financial year ended March 31, 2024, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs.

(? in Hundred)

Details	Year Ended 31.03.2024	Year Ended 31.03.2023
Revenue from Operations	42,847.62	33,977.11
Other Income	30.13	23.68
Total Revenue	42,877.75	34,000.79
Expenditure	28,937.03	32,795.61
Exceptional Items	-	-
Profit/(Loss) before Tax	13,940.72	1,205.18
Tax Expense	3,627.63	316.50
Net Profit/(Loss)	10,313.09	888.68
Earnings per Share (Basic)/ (Diluted)	0.34	0.03

REVIEW OF OPERATIONS AND FUTURE PROSPECTS

During the year under review, total revenue from operation is ? 42,847.60 hundred as compare to ? 33,977.11 hundred in the previous year. Along with that profit after tax (PAT) has been increase from ? 888.68 hundred to ? 10,313.09 hundred. Your directors assure you to present much better results in the coming time.

SHARE CAPITAL

During the year under review, no changes were carried out in the authorized and paid-up share capital of the Company.

AUTHORIZED SHARE CAPITAL

The Authorized share Capital of the Company, as on March 31, 2024 is ? 3,30,00,000/-(Rupees Three Crores Thirty Lakhs Only) divided into 33,00,000 (Thirty Three Lakhs) Equity Shares of ? 10/-(Rupees Ten Only) each.

ISSUED, SUBSCRIBED & PAID-UP CAPITAL

The issued, subscribed and paid-up capital of the Company, as on March 31, 2024 is ? 3,01,01,000 (Rupees Three Crore One Lakh One Thousand) divided into 30,10,100 (Thirty Lakh Ten Thousand One Hundred) equity shares of ? 10 each.

DIVIDEND

The Board of Directors of your company is of the opinion that during the year Company has not generated much profit and keeping in view the future fund requirements of the company, your directors do not recommended any dividend for the financial year ended 31st March, 2023.

TRANSFER TO RESERVES

The position of reserves is at the end of financial year ended March 31, 2024 is as follows:

(Amount in Hundred)

Particulars	31.03.2024	31.03.2023
Balance Brought Forward	14,719.57	14,008.62
Profit For The Year	10,313.09	888.68
Less: Transfer to statutory reserve u/s 45IC (1) RBI Act,1934	(2,062.62)	(177.74)
TOTAL	22,970.04	14,719.57

FINANCIAL STATEMENTS

The Financial Statements of your Company have been prepared in accordance with Indian Accounting Standards (IND-AS) issued by the Institute of Chartered Accountants of India and Regulation 48 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as SEBI Listing Regulations, 2015) for the financial year 2023-24 as applicable to the Company. The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company's state of affairs, profit and cash flow for the year ended 31st March, 2024.

DEPOSITS

Your Company has not accepted any Deposits during the year in terms of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. No deposits remained unpaid or unclaimed as at the end of the year and there was no default in repayment of deposits or payment of interest thereon during the year.

MATERIAL CHANGES FROM END OF FINANCIAL YEAR TO DATE OF REPORT

There are no material change except change in registered office address and commitment, affecting the financial position of Company which has occurred between the end of financial year of the Company to which the financial statements relate and the date of this report other than those disclosed in the Annual report.

Changes in the registered office address of the Company:

The registered office address of the Company has been changed from B-3/91, Ashok Vihar, Phase II, New Delhi 110052 to 206, Second Floor, Vardhman Diamod Plaza, Plot No.3 DDA Community Centre, D.B. Gupta Road, Motia Khan, Pahar Ganj, New Delhi 110055 w.e.f 15^thJanuary, 2024 within the local limit of same town and village.

CHANGE IN NATURE OF BUSINESS

During the period under review, the Company has not changed its nature of business.

HUMAN RESOURCE DEVELOPMENT

The Company sees its employees as critical to the future and believes that every employee needs to possess apart from competence, capacity and capabilities, sustainable values, current and contemporary which would make them useful and relevant and competitive in managing the change constructively for overall growth of the organization. To this end the company's approach and efforts are directed towards creating a congenial work atmosphere for individual growth, creativity and greater dedicated participation in organizational development. The Company believes that the success of an organization largely depends on the quality of its workforce. Employee relations remained cordial and peaceful throughout the year.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary companies. Hence, Your Company is not required to present the consolidated financial statement as per the requirement of the provision of Section 136 of the Companies Act, 2013.

PROGRAMME FOR FAMILIARISATION OF INDEPENDENT DIRECTORS

The details of programme for familiarization of independent directors of the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company's website.

DECLARATION OF INDEPENDENCE

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with rules made thereunder.

CHIEF FINANCIAL OFFICER AND COMPANY SECRETARY

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Arvind Kumar Baid, Chief Financial Officer and Ms. Niti Taheem, Company Secretary were formalized as the Key Managerial Personnel of the Company.

EFFICIENT INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Adequate internal controls have been laid down by the Company to safeguard and protect its assets as well as to improve the overall productivity of its operations. All the transactions are properly authorized, recorded and reported to the management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The detailed process of review not only ensures reliability of control systems and legal compliances with applicable legislation, defined policies and processes but also reviews efficiency of systems and ensures safeguarding of tangible and intangible assets.

AUDITORS AND THEIR REPORTS

1. STATUTORY AUDITORS

M/s S. Agarwal & Co., Chartered Accountant (FRN: 000808N), were appointed as the Statutory Auditors of the company in the Annual General Meeting of the Company held on 30^thSeptember, 2017 to hold the office upto the conclusion of Annual General Meeting to be held in the financial year 2024-25. However M/s S. Agarwal & Co. vide its letter dated 29^thMarch, 2024 resigned as the Statutory Auditors of the Company w.e.f 01^stApril, 2024, citing the reasons in the resignation letter under section 143(10) of the Companies Act, 2013.

Based on the recommendations of the Audit Committee, the Board of Directors noted and accepted the resignation of M/s S. Agarwal & Co. The Board also placed on record its appreciation to outgoing Auditors for their contribution to the Company with their audit processes and standards of auditing.

In this regard, after obtaining their consent and eligibility certificate under Section 139(1) of the Companies Act, 2013, the Board of Directors of the Company at their meeting held on July 18, 2024 appointed M/s O Aggarwal & Co, Chartered Accountants (Firm Registration Number: 005755N) as the Statutory Auditors of the Company under Section 139(8) of the Companies Act, 2013, to fill the casual vacancy consequent to the resignation of M/s S. Agarwal & Co.

M/s O Aggarwal & Co, Chartered Accountants is a well–known firm of Chartered Accountants having 13 partners with office situated at New Delhi. The firm also holds a Peer Review Certificate No. 016245 dated April 25, 2024 issued by the Peer Review Board of the Institute of Chartered Accountants of India valid till March 31, 2027.

As required by Section 139(8) of the Companies Act, 2013, the appointment is also to be ratified and approved at a general meeting of the Company. Accordingly, the Board of Directors recommends the said appointment for the ratification and approval of shareholders at the ensuing AGM of the Company.

Further, the Board, on the recommendation of the Audit Committee and subject to the approval of the shareholders, approved appointment of M/s O Aggarwal & Co (Firm Registration Number: 005755N) as the Statutory Auditors of the Company for a period of 5 (five) years from the conclusion of the ensuing 31^stAGM till the conclusion of the 36^thAGM to be held in the year 2029 at such remuneration plus out of pocket expenses and applicable taxes, as may be mutually agreed between the Board of Directors of the Company and the Auditors.

Appropriate resolution seeking Members approval for the appointment of M/s O Aggarwal & Co as the Statutory Auditors of the Company is appearing in the Notice convening the ensuing AGM of the Company.

The Audit for FY 2023–24 was conducted by M/s S. Agarwal & Co. and there are no qualifications, reservations, adverse remarks or disclaimers made by the Statutory Auditor in their Audit Report. The Notes to the financial statements referred in the Auditors Report are self–explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors' Report is enclosed with the financial statements in the Annual Report.

M/s. O Aggarwal & Co. have confirmed their willingness and eligibility for appointment in accordance with Section 139 read with Section 141of the Act

AUDITORS' REPORT

The Auditors' report on the financial statement for the financial year 2023-24 is self-explanatory.

2. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding Rules framed thereunder, the Board of Directors has appointed M/s Amit H.V. & Associates, Practicing Company Secretary, to conduct Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2023-24. The Secretarial Audit Report is annexed herewith and marked as Annexure I to this Report.

Management Reply

Company will take necessary steps required for complying all above stated matters in the coming year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

i) Retirement by Rotation:

Pursuant to the provisions of Section 152(6) and other applicable provisions, of the Companies Act, 2013 and Articles of Association of the Company, Mr. Deepak Kumar Gangwani (DIN: 00761959), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered for him re-appointment.

ii) Appointment & Resignation of Directors:

During the year under review it has been observed that there has been changes in the composition of the Board of Directors.

Appointments:

Mr. Prem Kumar Jain (DIN: 01151409), Mr. Ashish Jain (DIN: 02196387) and Mr. Satyanarayana Murty Tantravahi (DIN: 10224767) have been appointed as Executive Director by the Board w.e.f. 15^thJanuary, 2024.

Mr. Arvind Kumar Baid has been appointed as Chief Financial Officer (CFO) of the Company w.e.f. 15^thJanuary, 2024.

Ms. Gunjan Chawla (DIN: 10426124) has been appointed as Non-Executive Independent Director

w.e.f. 10^thFebruary, 2024.

Resignation:

Mrs. Sangeeta Gangwani (DIN: 00763656) has resigned from the post of Whole Time Director and Chief Financial Official of the Company w.e.f. 15^thJanuary, 2024.

Ms. Tanya Makhijani (DIN: 08224887) and Mr. Ajay Kumar Kalra (DIN: 09512370) have been resigned from the post of Directorship w.e.f. 15^thJanuary, 2024.

Ms. Niti Taheem has resigned from the post of Company Secretary of the company w.e.f. 26^thFebruary, 2024.

Note: Later she has appointed as Company Secretary and Compliance of the Company by the Board w.e.f. 18^thJuly, 2024.

Name	Date of appointment	Date of cessation	Designation
Deepak Kumar Gangwani	27.01.1994	-	Whole-Time Director
Sangeeta Gangwani	25.11.1994	15.01.2024	Whole-Time Director
Tanya Makhijani	15.09.2018	15.01.2024	Non-Executive Director (Independent)
Ajay Kumar Kalra	22.02.2022	15.01.2024	Non-Executive Director (Independent)
Sangeeta Gangwani	31.03.2016	15.01.2024	Chief Financial Officer
Niti Taheem	09.02.2019	26.02.2024	Company Secretary
Prem Kumar Jain	15.01.2024	-	Executive Director
Ashish Jain	15.01.2024	-	Executive Director
Satyanarayana Murty	15.01.2024	-	Executive Director
Gunjan Chawla	10.02.2024	-	Non-Executive Director (Independent)
Arvind Kumar Baid	15.01.2024	-	Chief Financial Officer
Niti Taheen	18.07.2024	-	Company Secretary

None of the Directors of the Company are disqualified as per section 164(2) of the Companies Act, 2013 and Rules made thereunder or any other provisions of the Companies Act, 2013. The Directors have also made necessary disclosures to the extent as required under provisions of section 184(1) of the Companies Act, 2013. All members of the Board of Directors and senior management personnel affirmed compliance with the Company's Code of Conduct policy for the FY 2023-24.

None of the Director of the Company is serving as a Whole-Time Director in any other Listed Company and the number of their directorship is within the limits laid down under section 165 of the Companies Act, 2013.

iii) Disclosure by Directors The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP-1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.

iv) Declaration by Independent Directors:

The Company has received declarations from all the Independent Directors of the Company confirming that:

a) they meet the criteria of independence as prescribed under section 149 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015; and

b) they have registered their names in the Independent Directors' Data bank pursuant to Sub-rule (1) and (2) of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and amendments thereto.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, as well as the evaluation of the working of its Committees and individual Directors, including Chairman of the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee. The performance evaluation of the Board as a Whole and the Non-Independent Directors was carried out by the Independent Director While evaluating the performance and effectiveness of the Board, various aspects of the Board's functioning such as adequacy of the composition and quality of the Board, time devoted by the Board to Company's long-term strategic issues, quality and transparency of Board discussions, execution and performance of specific duties, obligations and governance were taken into consideration. Committee performance was evaluated on the basis of their effectiveness in carrying out respective mandates. A separate exercise was carried out to evaluate the performance of Directors, who were evaluated on parameters such as level of engagement and contribution to Board deliberations, independence of judgments, safeguarding the interest of the Company and focus on creation of shareholders value, ability to guide the Company in key matters, attendance at meetings, etc. The Executive Directors were evaluated on parameters such as strategy implementation, leadership skills, quality, quantity and timeliness of the information flow to the Board.

The Directors expressed their satisfaction with the evaluation process.

EFFICIENT INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Adequate internal controls have been laid down by the Company to safeguard and protect its assets as well as to improve the overall productivity of its operations. All the transactions are properly authorized, recorded and reported to the management. The Company is following applicable Accounting Standards and Policies for properly maintaining the books of accounts and reporting financial statements. The detailed process of review not only ensures reliability of control systems and legal compliances with applicable legislation, defined policies and processes but also reviews efficiency of systems and ensures safeguarding of tangible and intangible assets.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provision of the Section 135 of Companies Act, 2013 is not applicable on the Company.

NOMINATION & REMUNERATION POLICY

The Board of Directors, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration as required under Section 178 of the Companies Act, 2013. The Nomination & Remuneration Policy of the Company is annexed herewith and marked as Annexure II to this Board Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under Regulation 34 of the SEBI Listing Regulations, is annexed as Annexure IV to this Board Report.

RISK MANAGEMENT

In accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has framed a "Risk Management Policy" to identify risks associated with the Company, assess its impact and take appropriate corrective steps to minimize the risks which may threaten the existence of the company. Compliance management has been significantly strengthened by the deployment of an integrated compliance management and governance framework.

The Company constantly reviews its exposure to various types of risk. The Company has in place adequate systems to ensure compliance with all regulatory and statutory matters reviews the same on a periodic basis and takes appropriate corrective action when necessary.

DIRECTOR'S RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3) (c) read with Section 134(5) of the Companies Act, 2013 in the preparation of the annual accounts for the year ended 31st March, 2024 and state that:

a. In the preparation of the annual statements for the financial year ended on 31^stMarch, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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. proper internal financial controls were in place and that the financials control were adequate and were operating effectively; and

f. Systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Based on the internal financial control framework, audit procedure and compliance system as established and maintained by the Company, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2021-22.

PARTICULARS OF EMPLOYEES

During the year under review no employee is covered as per rules 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, therefore no statement is required be given showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are not applicable.

PARTICULARS OF REMUNERATION

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

i) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2023-24:

(Amount in Hundred)

Sr. No.	Name of Director (KMP)	Remuneration paid for FY 23-24	Remuneration paid for FY 22-23	Ratio
1	Deepak Kumar Gangwani	2,250.00	3,000.00	0.00
2	Sangeeta Gangwani	2,250.00	3,000.00	0.00
3	CS Niti Taheem	1,080.00	1,441.50	0.00

No sitting fee was paid to any of the Directors for attending Board Meeting/Committee Meetings.

Note:

i. No sitting fee had been paid to any director during the financial year 2023-25.

ii. The percentage increase in the median remuneration of employees in the financial year 2023

25: NIL

iii. There has been decrease in the expense of salaries paid to the employees.

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:

vi. The key parameters for any variable component of remuneration availed by the Directors:

vii. No parameter for any variable component of remuneration has been availed by the Directors

viii. Affirmation that the remuneration is as per the remuneration policy of the Company:

It is hereby affirmed that the remuneration paid is as per the Nomination and Remuneration Policy of the Company.

LISTING ON THE STOCK EXCHANGE

The Company's shares are listed with BSE Limited.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered with related parties during the FY 2023-24 were on arm's length basis and were in the ordinary course of business and hence not falling under the provisions of Section 188 of the Companies Act, 2013. There have been no materially significant related party transactions with the Company's Promoters, Directors and others as defined in section 2(76) of the Companies Act, 2013, and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which may have potential conflict with the interest of the Company at large. Accordingly, disclosure in Form AOC-2 is not required.

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following substantive Committees constituted by the Board function according to their respective roles and defined scope:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholder Relationship Committee

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

In terms of the SEBI (Prohibition of Insider Trading) Regulations, 2015, your Company has already adopted the Code of Conduct to regulate. Monitor and report trading by designated persons towards prevention of Insider Trading. Further, in accordance with the provisions of Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors of the Company has duly approved and adopted the code of practices and procedure for fair disclosure of Unpublished Price Sensitive Information and formulated the code of conduct of the Company.

The code is applicable to Directors, Employees, Designated Person and other connected persons of the Company. The aforesaid code of conduct for prevention of Insider Trading is duly placed on the website of the Company at www.grovyindia.com. Pursuant to the Internal Code of Conduct for Prevention of Insider Trading as framed by the Company under SEBI (Prohibition of Insider Trading) Regulations, 2015 (as amended), the trading window closure(s) are intimated in advance to all the designated person and during the said period, the Board of Directors and concerned persons are not permitted to trade in the securities of the Company.

DISCLOSURES AS PER APPLICABLE ACT, LISTING AGREEMENT/ SEBI (LODR) REGULATIONS, 2015:

A) EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Rule 12 of the Companies (Management and Administration) Rules, 2014 and Section 134(3)(a) of the Companies Act, 2013, the copy of Annual Report in form MGT-7 is available at the official website of the Company www.gdlleasing.com.

B) COMPOSITION OF THE BOARD OF DIRECTORS

The Board of Directors has an optimum combination of Executive, Non-Executive Independent Directors in accordance with the provisions of the Act. The composition of the Board of Directors of the Company as on 31st March, 2024 is as under:

Name	Designation	Category
Deepak Kumar Gangwani	Whole Time Director	Executive
Prem Kumar Jain	Director	Executive
Ashish Jain	Director	Executive
Satyanarayana Murty Tantravahi	Director	Executive Director
Gunjan Chawla	Director	Non-Executive Independent Director

Note: Satyanarayana Murty Tantravahi has resigned from the post of Directorship w.e.f 27^thAugust, 2024 i.e. after closing of the reporting financial year.

C)BOARD MEETING The Board of the Company regularly meets to discuss various Business opportunities. Additional Board meetings are called & convened, as and when required, to discuss and decide on various business policies, strategies and other businesses.

During the financial year ended March 31, 2024, 6 meetings of the Board of Directors were held as against the statutory minimum requirement of 4 times.

Pursuant to Section 173 of the Companies Act, 2013, the time gap between the two consecutive Board Meetings was not be more than 120 days.

Sr. No.	Date	Sr. No.	Date
1.	03.05.2023	4.	08.01.2024
2.	12.08.2023	5.	15.01.2024
3.	10.11.2023	6.	10.02.2024

D) GENERAL MEETINGS During the year under review, the following General Meetings were held, the details of which are given as under:

Annual Report_2023-24

Sr. No.	Type of General Meeting	Date of General Meeting
1.	Annual General Meeting	30th September, 2023

E) AUDIT COMMITTEE The Board has constituted the Audit Committee under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Audit Committee presently comprises of three members, including one Executive Director viz. Deepak Kumar Gangwani, and two Non-executive Independent director viz. Ms. Tanya Makhijani, and Mr. Ajay Kumar Kalra who is Chairperson of the Committee. All the members are well versed in corporate finance and related areas.

The representative(s) of Statutory Auditors are permanent invitees of Audit committee meetings.

Recommendations of Audit Committee wherever/whenever given have been considered and accepted by the Board.

During the financial year under review, 4 (Four) Audit Committee Meetings were held. The details of Meetings are as below:

Date of Meeting	Member Strength	No. of Members present
03.05.2023	3	3
12.08.2023	3	3
10.11.2023	3	3
08.01.2024	3	3

Note: Mrs. Tanya Makhijani and Mr. Ajay Kalra have been resigned from the post of directorship of the Company w.e.f. 15^thJanuary, 2024. There has been several changes in the composition of the Audit Committee.

F)COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE The Board has constituted the Nomination & Remuneration Committee under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Nomination and Remuneration Committee meetings are generally held for identifying the persons who are qualified to become Directors and may be appointed in senior management and recommending their appointments and removal.

The Nomination and Remuneration Committee as on date comprises of three members, Mr. Ajay Kumar Kalra, Ms. Tanya Makhijani, and Mr. Deepak Gangwani, Mr. Ajay Kumar Kalra is Chairperson of the Committee.

G) COMPOSITION OF STAKEHOLDER RELATIONSHIP COMMITTEE The Board has constituted the Stakeholders & Relationship Committee under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Stakeholder Relationship Committee as on date comprises of three members, including one Executive Director viz. Deepak Kumar Gangwani, and two Non-executive Independent director viz. Ms. Tanya Makhijani, and Mr. Mr. Ajay Kumar Kalra. Note: Mrs. Tanya Makhijani and Mr. Ajay Kalra have been resigned from the post of directorship of the Company w.e.f. 15^thJanuary, 2024. There has been several changes in the composition of the Audit Committee.

H) VIGIL MACHANISM/WHISTLE BLOWER POLICY The Company strongly follows the conduct of its affairs in a fair and transparent manner by adoption of high standards of professionalism, honesty, integrity and ethical behavior and accordingly, pursuant to Section 177 of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, your Company has framed its Whistle Blower Policy to enable all the employees and the directors to report any violation of the Code of Ethics as stipulated in the said policy. By virtue of Whistle Blower Policy, the directors and employees of the Company are encouraged to escalate to the level of the Audit Committee any issue of concerns impacting and compromising with the interest of the Company and its stakeholders in any way. The Company is committed to adhere to highest possible standards of ethical, moral and legal business conduct and to open communication and to provide necessary safeguards for protection of Directors or employees or any other person who avails the mechanism from reprisals or victimization, for whistle blowing in good faith.

I) DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at workplace and during the year under review, your Board has constituted an Internal Complaints Committee to consider and redress complaints of sexual harassment & also adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.

During the financial year 2023-24, no complaints with allegation of sexual harassment were filed with the company.

J) PATICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITY PROVIDED Pursuant to Section 186 of Companies Act, 2013 the details of the loan given, guarantees on securities provided and investments made by the company during the financial year under review, have been disclosed in the financial statements.

K) THINK GREEN, GO GREEN' INITIATIVE The Companies Act, 2013 permits companies to send documents like Notice of Annual General Meeting, Annual Report and other documents through electronic means to its members at their registered email addresses, besides sending the same in physical form.

As a responsible Corporate Citizen, the Company has actively supported the implementation of ‘Green Initiative' of Ministry of Corporate Affairs (MCA) and effected electronic delivery of Notices and Annual Reports to those shareholders whose email ids were already registered with the respective Depository Participants (DPs) and who have not opted for receiving such documents in physical form. The intimation of dividends (interim/final) is also being sent electronically to those shareholders whose email ids are registered.

Members, who have not registered their e-mail addresses so far, are requested to register their e-mail address with the Registrar and Share Transfer agent (R&TA) of the Company/Depository participant (DP) of respective member and take part in the Green Initiative of the Company, for receiving electronic communications and support the "THINK GREEN, GO GREEN" initiative.

Further, pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is providing e-voting facility to all members to enable them to cast their votes electronically in respect of resolutions set forth in the Notice of Annual General Meeting (AGM). The detailed instructions for e-voting are provided in the Notice of AGM.

L) COST RECORDS The provisions of Section 148 are not applicable on the Company. Consequently, the company is not liable to maintain such cost records.

M) INTERNAL COMPLAINT COMMITTEE The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

N) DISCLOSURE RELATING TO MATERIAL VARIATION As per Regulation 32(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, there is no significant material variances noted in the Company.

O) SECRETARIAL STANDARDS Secretarial Standards, i.e. SS-I, SS-II and SS-III relating to ‘Meetings of the Board of Directors', ‘General Meetings' and ‘Dividend' respectively to the extent as applicable have been duly followed by the Company.

P) TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND During the year under review, the Company has not transferred any amount in investor Education and Protection Fund.

Q) WEBSITE Your Company has its fully functional website www.gdlleasing.com which has been designed to exhibit all the relevant details about the Company. The site carries a comprehensive database of information of the Company including the Financial Results of your Company, Shareholding Pattern, details of Board Committees, Corporate Policies/ Codes, business activities and current affairs of your Company. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013, Companies Rules, 2014 and as per Regulation 46 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and also the non-mandatory information of Investors' interest / knowledge has been duly presented on the website of the Company.

R) CORPORATE GOVERNANCE REPORT By virtue of Regulation 15 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015):-Regulation 27 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 shall be applicable those companies having paid up equity share capital exceeding ?10 crore or Net Worth exceeding ? 25 crore, as on the last day of the previous financial year. The paid up share capital and net worth of your Company do not come under the purview of applicability of Regulation 27 of Listing Regulations i.e. Corporate Governance. Therefore, separate report of corporate governance is not attached herewith.

Inspite of above exemption, Your Company adopts best practices for corporate governance, disclosure standard and enhanced shareholder value while protecting the interest of all other stakeholders including clients, its employee. This has enabled your Company to earn the trust and goodwill of its investors, business partners, employees and the communities in which it operates.

The certification by CFO as per regulation 15(2)(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is attached and marked as Annexure –‘C'.

S) GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1 Details relating to deposits covered under Chapter V of the Companies Act, 2013.

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

3 Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4 The Managing Directors of the Company did not receive any remuneration or commission from subsidiary.

5 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.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO

Information required to be given pursuant to section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 and forming part of the Director's report for the year ended 31st March, 2024 are given below :

a) CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

The Company accords great importance to conservation of energy. The Company has taken several steps towards this end through:

a. Close monitoring of consumption of electricity, LPG, diesel and water.

b. Optimization of conservation of electricity, LPG, diesel and water by reducing process cycle time, process modification and also by equipment modification/replacement/retrofitting.

c. Achieving power factor standards nearing unity.

d. Usage of renewable energy.

The Company has been taking energy saving measures viz., Use of energy saver electrical equipments, CFL fittings are provided inside the building for common area lighting in the projects of the Company, Efficient ventilation system in offices and the projects of the Company.

Moreover, your company emphasis towards a safe and clean environment and continue to adhere to all regulatory requirements and guidelines.

b) RESEARCH & DEVELOPMENT

Your company has not undertaken any research and development work during the year 2023

24. However, in order to minimize its cost and increase the quality of its projects, your Company is trying to maintain highest standard of quality.

c) FOREIGN EXCHANGE EARNINGS AND OUTGO

Details of Foreign Exchange, earnings and Outgo are given as below:

	Year 2024	Year 2023
	(Amt.)	(Amt.)
Foreign Exchange earning	Nil	Nil
Foreign Exchange outgoing	Nil	Nil

APPRECIATION

Directors wish to place on record their deep thanks and gratitude to;

a) The Central and State Government as well as their respective Departments and Development Authorities connected with the business of the Company, Banker of the Company, as well as other Institutions for their co-operation and continued support.

b) The Shareholders for the trust and confidence reposed and to the Customers for their valued patronage.

c) The Board also takes this opportunity to express its sincere appreciation for the efforts put in by the officers and employees at all levels in achieving the results and hopes that they would continue their sincere and dedicated Endeavour towards attainment of better working results during the current year.

d) The customers, business associates and banker for their continued support during the financial year.

Reg. Office	For and on behalf of the Board of
206, Second Floor, Vardhman Diamod	G D L Leasing and Finance Limited
Plaza, Plot No.3 DDA Community
Centre, D.B Gupta Road, Motia Khan,
Pahar Ganj, New Delhi 110055	Sd/-
	Prem Kumar Jain
	(DIN: 00761959)
	Director
	104, Bluechip Arcade, 3-6-111,
Place: New Delhi	Himayatnagar, Hyderabad 500029
Dated: 04.09.2024