To,

The Members,

Your Directors nave pleasure in presenting the 40th Annual Report of the Company along with the Audited Financial Statements of "Classic Leasing & Finance Ltd." ('the Company") for the year ended on 31" March, 2023:

During the year under reviw, the performance of your Company is as under:

(Rs. in Hundreds)

The Company is primarily engaged in the business of leasing and financing activities. During the year under review, the Company had earned total revenue of Rs. 31,44,540. The net profit after tax of the Company stooc at Rs. 3,90,732 for the Financial Year ended 31st March, 2023.

There has been no change in the business of the Company during the financial year ended 31st March, 2023.

Your directors have not recommended any dividend during the year, as the company proposes to reserve the profit for development and expansion activity in future.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to Sections 124 and 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit,Transfer and Refund) Rules, 2016 ("1EPF Rules") there

was no unclaimed/unpaid dividend, hence the company is not required to transfer any amount to Investor Education and Protection Fund.

Your Directors do not propose to transfer any amount to Reserves.

The paid-up Equity Share Capital of the Company as on 31^u March, 2023 was Rs. 3,00,02.000/-. During the year under re.'iew the Company has not issued any Shares, Shares with Differential Rights, Convertible Warrant, Stock Options or Sweat Equity. Further, the Company has not issued any Debenture, Bonds or Convertible Securities during the financial year.

The Company's business activ.ty primarily falls within a single business segment i.e., business of activities of leasing and finanemg. The analysis on the performance of the industry, the Company, internal control systems, rek managemert are presented in the Management Discussion and Analysis Report forming part of this report.

RISK MANAGEMENT POLICY

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. Considering the volume, size and business of the company no nrajor risks have been identified by the Company. 1 lowever, measures have been formulated in the areas such as business, financial, human, environment and statutory compliances.

No material changes ani commitments, affecting the financial position of the company, have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNA ,S IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTU If.

No significant and material orders have been passed by the regulators or courts or tribunals having impact on the going concern status and company's operations in future.

The Company does not have any Subsid ary, Associate or Joint Venture Company as on 31- March, 2023.

Your Company has not accepted/invited deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Ccmpanies (Acceptance of Deposits) Rules, 2014.

In terms of the provision of Sectfan 139(8) of the Companies Act, 2013 read with the rules framed thereunder, M/s. Agarwal Khetar & Co, Chartered Accountants (FRN: 330054E) was appointed as the Statutory Auditor of the Company for the Financial Year 2022-23 to fill the casual vacancy caused by the resignation of M/s. R. D-gar & Associates., Chartered Accountants (FRN: 324912E). M/s. Agarwal Khetan & Co., Charterec Accountants (FRN: 330054E) will hold office up to the conclusion of 40^th Annual General Meeting (AGM).

The Board of Directors of the Conpany is proposing the appointment of M/s. Agarwal Khetan & Co, Chartered Accountants (FRN: 33B054E) as the statutory auditors of the Company for a period of 5 years, subject to approval of members at the ensuing AGM.

There is no fraud reported by the auditor in the Company during the financial year ended 31" March, 2023.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Pe sonnel Rules, 2014, the Board of Directors have appointed Ms. Twinkle Agarwal, Practicing Company Secretary, for conducting secretarial audit of the company for the financial year 2022-23. The Secretarial Audit Report of tire Company is annexed as " Annexure A".

MANAGEMENTS COMMENT ON QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER GIVEN IN AUDIT REPORTS

The Auditor's Report for the Financial year ended March 31, 20233 on the Financial statements of the Company forms part of the Annual Report. The said report was issued by the Statutory Auditor with an unmodified opinion. The Qualification and other observations by tire Auditor is self explanatory and does not require any comment.

The Company has complied wih mos: of the provisions of SEB1 (LODR) Regulations, 2015. The Company will take necessary- steps to ensure timely compliances of all provisions of the Companies Act, 2013 and SEBI Regulations, as applicable.

The Annual Return of the Company as on 31" March, 2023 in Form MGT - 7 is in accordance with Section 92(3) of the Act read witf the Companies (Management and Administration) Rules, 2014 and will be available on the website of the Company at www.classicleasing.net.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN

Since there is no manufacturing activity' carried out by the Company, the particulars in respect of conservation of energy' and technology absorption as required u/s 134(3)(m) of the Companies Act, 2013 are not furnished During the year, there was no foreign exchange outgo in terms of actual outflows and there was no foreign exchange earning in terms of actual inflows.

The Company does not have any employes who is in receipt of remuneration as per the provisions of Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment & Remuneration) Rules, 2014.

The Company has adopted a Vi?l Mechanism/Whistle Blower Policy' to provide a formal mechanism to the Directors and employees to report tioir concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policy'. It aims to provide an avenue for employees through this poScy to raise their concerns on any violation of legal or regulatory requirements, suspicious fraud misfeasmee, misrepresentation of any financial statements and reports. It also provides for cLiect access to the Chairman of the Audit Committee. The Vigil Mechanism/Whistle Blower Policy is being made available on the Company's website www.classiclcasing.net.

The Board, has framed a Nomination and Remuneration Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel including criteria for determining qualifications, positive attributes and independence of Directors. The policy has been uploaded on the Company's website www.classicleasing.nft.

DIRECTORS AND KEY MANaGEKIAI PERSONNEL

During the year under review, the members of the Company appointed Mr. Prabir Ghosh (DIN: G3483127) as the Non-Executve Independent Director of the Company for a period of 5 (five) consecutive years w.e.f. 14^lh February, 2022 not liable to retire by rotation.

Pursuant to Section 152 of the Companies Act, 2013, Mr. Chandra Shekhar Sony (DIN: 06431942), Managing Director, being liable to retire by rotation, retires from the Board this year and, being eligible, has offered himself for le-appointmenL

The brief resume and other details relating to Mr. Chandra Shekhar Sony (DIN: 06431942) who is proposed to be re-appointed, as req.ired to be disclosed under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requiren ents) Regulations, 2015, is incorporated in the annexure to the notice calling ensuing Annual Genera. Meeting.

Further, Ms. Nikita Parasrampuria, was appointed as the Company Secretary cum Compliance Officer of the Company w.e.f. 1*' February, 2023 and she subsequently resigned from the Company on 31" May, 2023. In her place, the Boerrd appointed Mr. Joyjit Das as the Company Secretary cum Compliance Officer of the Company w.e.f. 1" June, 2023.

During the year 6 (Six) number of Board Meetings were held on 27^,h May, 2022, 15^,h July, 2022, IS"¹ August, 2022,14^,h November, 2022,3' * January, 2023 and 14^,h February, 2023 respectively.

The maximum interval between any two meetings did not exceed 120 days as prescribed under the Companies Act, 2013.

The numbers of meetings attended by the Directors are as follows:

The Company has duly constituted ie Audit Committee in terms of provisions of Companies Act, 2013.

The Committee has met 6 (six) timts during the year on 27^lh May, 2022, 13"' August, 2022, 14^,h October 2023,14^,h November, 2022,31" January, 2023 and 14^lh February, 2023 respectively.

ANNUAL EVALUATION BY THE BOARD

In compliance with the provisions of he Companies Act, 2013, the Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors.

The evaluation framework for assessig the performance of Directors comprises of the followirg key areas:

• Attendance of Board Meeting;;

• Quality of contribution to Board deliberations;

• Strategic perspectives or inpmcs regarding future growth of Company and its performance;

• Providing perspectives ard feedback going beyond information provided by the management;

• Commitment to shareholder end other stakeholder interests.

The evaluation involves self-evaluation by the Board Members and subsequently assessment by the Board of Directors. A member of the Board does not participate in the discussion of his / her evaluation.

The Company being a Non-Banking Financial Company (NBFQ, the provisions of Sec ion 186 of the Companies Act, 2013 read with Rule 11 of the Companies (Meetings of Board and its Power), Rules, 2014 are not applicable.

As there are no related parties transactions pursuant to sub-section (1) of Secticn 188 of the Companies Act, 2013, disclosure in Form AOC -2, is not required to be attached to this report.

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of Section 135 of the Companies Act, 2013 are not applicable to your company.

CORPORATE GOVERNANCE

The paid-up equity share capital of the Company is below Rs. 10 Crore and net worth is below Rs. 25 Crore, hence, the provisions of Corporate Governance as per SEB1 (Listing Obligations and Disclosure Requirement) Regulations, 2015 are not applicable to the Company.

During the period under review, the Company has complied with the provisions of 5S-1 and SS-2 with respect to Meeting of Board of Directors and General Meetings respectively.

The maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 is not required by the Company.

The company is committed to provide a safe and secure work environment to the employees and has in place a policy for prevention of sexual harassment of women in accordance with the Act. As per the said policy, every woman employee is treated with dignity, respect, equality. There is zero tolerance towards sexual harassment and invites serious disciplinary action. The Company did not receive any complain during the year 2022-23. The policy on prevention of sexual harassment at work place can be accessed in the company's website at www.classiclcasinp.net.

Ir accordance with the provisions of Section 134(5) of the Companies Act, 2013, your Directors state that

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

c) the directors had 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 detjcting fraud and other irregularities;

d t the directors had prepared the annual accounts on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

DECLARATION BY 1NDEPENDENT DIRECTORS

The Company has received requisite declarations from Independent Directors.

PARTICULARS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDFR INSOLVENCY AND BANKRUPTCY CODE. 2016

There is no application made or any proceeding pending under Insolvency and Bankruptcy Code, 201e during the year under revi?w.

The Board of Directors of your company wishes to express sincere gratitude for the cooperation, s jpport and guidance provided from time to time by tine Government, statutory auditors, business associates, consultants and loo< forward to their continued co-operation in the years to come. The Directors of your Company place on record the appreciation for the dedicated and sincere services rendered by tine employees at all levels.

For and on behalf of the Board of Directors Classic Leasing & Finance Ltd.

DaN: 9^th August, 2023 EU:e: Kolkata