Your Directors have pleasure in presenting the 42^nd Annual Report of the Company together with the Audited Financial
Statements for the year ended March 31,2025

1. FINANCIAL SUMMARY AND STATE OF AFFAIRS

The highlights of the Financial Results of the Company for the year under review are given below:

Accounting Policies have been consistently applied except where newly issued accounting standard is initially
adopted or revision to the existing standards requires a change in the accounting policy in use. Management
evaluates all recently issued or revised accounting standards on non-going basis.

The Financial Statements comprising Balance Sheet, Statement of Profit and Loss, Statement of Changes in Equity
and Cash Flow Statement, together with notes for the year ended March 31,2025 have been prepared in accordance
with Indian Accounting Standards (“Ind AS”) as notified.

The Financial Statements of the Company have been prepared and presented in accordance with the Ind AS under
the historical cost convention on accrual basis of accounting, except for financial instruments classified as Fair Value
through profit or loss or Fair Value through OCI are measured at Fair Value.

Hon’ble High Court had sanctioned the scheme of compromise and arrangement between the Company and
Consortium of 16 Banks under section 391 of the Companies Act, 1956 during 2004-05. As per the order, the
Company released the payment. Approval from the banks regarding assignment documentation is still awaited.

It may be observed from the Statement of Profit and Loss that:

a) Income during the year is ' 42.24 lakh towards the interest of ' 41.97 lakh on FD, on tax refund of ' 0.27 lakh
and dividend income of ' 0.08 lakh as against income of ' 40.97 including interest income of ' 40.75 lakh and
dividend income of '.0.22 lakh for the previous year. The marginal increase in the interest income was due to
increase in the rate of interest on FD.

b) The Company has no source of income other than interest on Bank deposits, dividends, etc. while it has to
incur administrative expenses to run the Company. Major expenses include listing fees to stock exchanges,
custodian fees to CDSL & NSDL, remuneration to Key Managerial Personnel appointed in accordance with the
applicable provisions of the Companies Act, 2013, Legal & professional expenses. After meeting the
expenses, the Company earned a profit of ' 5.86 lakh during FY 2024-25 against the profit of ' 8.68 lakh for the
previous year. The profit during the year declined due to the decrease in the total income of the company.
During the previous year the company accounted ' 7.04 lakh being the market value of shares of Savita Oil
Technologies Ltd. The Company could trace physical share certificate of the said Company and was
accounted as other income in the previous year.

The OCI for the current year is NIL as against ' 2.88 lakh for the previous year on account of market value of
investment remain unchanged.

After considering the above, profit for the year is to the order of ' 5.86 lakh as against the profit of ' 11.56 lakh
for the previous year.

No Tax provision is required for the year in view of the losses as per the Income Tax Act.

c) The expenses for current and previous year are summarized below:

(i) Salary payment to Employees of ' 11.84 lakh as against ' 12.53 lakh for the previous year.

(ii) Professional and Legal expenses of ' 3.98 lakh as against ' 5.17 lakh for the previous year.

(iii) Administrative and other expenses mainly include Listing fees to NSE ' 3.54 lakh, BSE ' 3.36 lakh and
other service charges to CDSL ' 0.89 lakh and NSDL ' 1.06 lakh. Total payment of listing and custodian
fee is to the order of ' 8.85 lakh for the current year as against ' 8.88 lakh in the previous year. Other
expenses also include expenses towards rate and taxes, Printing, Stationery and postage expenses,
sitting fees to Directors etc.

d) Depreciation of ' 0.13 lakh (' 0.11 lakh in the year 2023-24).

The cumulative loss reduced to ' 15,753.78 lakh is carried to the Balance Sheet (previous year ' 15,759.64
lakh). This was due to profit of ' 5.86 after other compressive income.

It may be observed from the Balance Sheet that:

a) Negative net-worth of ' 406.14 lakh as on March 31,2025, as against ' 412.00 lakh as on March 31,2024, as a
result of profit during the current year.

b) Unsecured loan outstanding at March 31,2025 was:

From one of the Promoters, i.e. Torrent Investments Limited (formerly known as Torrent Investments Private
Limited) - ' 1000.00 lakh (Previous year ' 1000.00 lakh).

The Company has no external debt as at the end of the year.

2. DIVIDEND

In view of accumulated losses, the Board does not recommend any dividend for the year 2024-25.

3. TRANSFER TO RESERVES

During the year under review, the Company has not transferred any sum to reserve, in view of loss incurred during the
year as well as carry forward losses incurred in the previous years.

4. FINANCE

During the year under review, the Company has not made any borrowings from banks or any financial institutions or
other parties.

5. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY

During the year under review, the Company has no Subsidiary, Joint venture and Associate Company.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors:

The Board of Directors as on the date of this report comprises of 6 (six) Directors, all of whom are Non-Executive
Directors including 3 (three) Independent Directors and 2 (two) Women Directors.

Raghuveer Parakh (DIN: 03546937) was appointed as a Non Executive Independent Director of the Company for a
period of 5 years w.e.f. July 13, 2020. His 1^st term as an Independent Director will end on July 12, 2025. The Board has
approved his appointment for a second and final term of 5 years from July 13, 2025 to July 12, 2030 at its
Meeting held on May 06, 2025. Therefore, the Board hereby recommends to the shareholders, for their approval
of his re-appointment as an Independent Director for second term as mentioned in the Notice forming part of
Annual Report. A brief resume and other relevant details of the Directors proposed to be appointed/re-appointed
are given in the Explanatory Statement to the Notice convening the AGM.

As per the provisions of the Companies Act, 2013, Saurabh Mashruwala (DIN: 01786490), Director of the Company
retires by rotation and being eligible, has offered himself for re-appointment.

Key Managerial Personnel:

During the year under review, Parag Dave, Company Secretary of the Company resigned with effect from November
30, 2024 and Meera Gudka was appointed as Company Secretary of the Company with effect from February 17,
2025.

7. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from the Independent Directors confirming that they meet the
criteria of independence as prescribed under Companies Act, 2013 and SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 and they have registered their names in the Independent Directors’ Databank.
The Independent Directors are in compliance with the Code of Conduct prescribed under Schedule IV of the
Companies Act, 2013 and the Code of Business Conduct adopted by the Company.

8. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Committee (NRC) has approved following criteria and process for identification/
appointment of Directors which are as under:

(a) Criteria for appointment

Proposed Director (“Person”) shall meet all statutory requirements and should:

• possess the highest ethics, integrity and values

• not have direct/ indirect conflict with present or potential business/ operations of the Company

• have the balance and maturity of judgment

• be willing to devote sufficient time and energy

• have demonstrated high level of leadership and vision and the ability to articulate a clear direction for an
organization

• have relevant experience with respect to Company’s business (in exceptional circumstances,
specialization/ expertise in unrelated areas may also be considered)

• have appropriate comprehension to understand or be able to acquire that understanding:
o relating to Corporate Functioning

o involved in scale, complexity of business and specific market and environment factors affecting
the functioning of the Company.

(b) Process for Identification / Appointment of Directors

(i) Board members may (formally or informally) suggest any potential person to the Chairperson of the
Company meeting the above criteria. If the Chairperson deems fit, necessary recommendation shall be
made by him to the NRC.

(ii) Chairperson of the Company can himself also refer any potential person meeting the above criteria to
the NRC.

(iii) The NRC will process the matter and recommend such proposal to the Board.

(iv) The Board will consider such proposal on merit and decide suitably.

(c) Remuneration Policy

The Company has formulated policy relating to the remuneration for the Directors, Key Managerial Personnel
and other employees of the Company. The remuneration policy is available on the website of the Company at
http://www.guiaratleasefinancing.co.in.

9. EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Evaluation of Board, its Committees and Individual Directors was carried out as per the process and criteria laid
down by the Board of Directors.

One of the Independent Director obtained and consolidated feedback from all Directors. Based on the feedback, the
Board expressed satisfaction with the overall functioning of the Board, the Committees and performance of the
Directors.

10. MEETINGS OF THE BOARD, COMMITTEES & COMPLIANCE TO SECRETARIAL STANDARDS

The Board of Directors met 4 (four) times during FY 2024-25 on May 02, 2024, July 19, 2024, October 17, 2024 and
February 12, 2025. The gap between two Board Meetings was within the maximum time gap prescribed under the
Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The requisite quorum was present in all the
Meetings.

The Board has three committees viz. Audit Committee (AC), Nomination and Remuneration Committee (NRC) and
Stakeholders Relationship Committee (SRC). A detailed note on the composition of the Committees and its Meetings
are provided in the Corporate Governance Report included in the Annual Report. The Minutes of all the Committee
Meetings are reviewed at every Board Meeting.

During the year under review, the Company has complied with the provisions of Secretarial Standard 1 (relating to
meetings of the Board of Directors) and Secretarial Standard 2 (relating to General meetings) issued by the Institute
of the Company Secretaries of India.

11. DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3) of the Companies Act, 2013 in relation to the Financial
Statements of the Company for the year ended March 31,2025, the Board of Directors states that:

a) in preparation of the Financial Statements, the applicable accounting standards have been followed and there
are no 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 as on March 31,2025 and of the profit of the Company for the year ended March 31,2025;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;

d) the Financial Statements have been prepared on Non 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 are operating effectively; and;

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

12. AUDITORS

(i) STATUTORY AUDITORS

The Members of the Company at 39^th AGM held on June 29, 2022 had considered appointment of M/s. G.K.
Choksi & Co. Chartered Accountants (FRN: 101895W), Ahmedabad, as Statutory Auditors of the Company to
hold office from the close of 39^th AGM till the conclusion of 44^th AGM.

The Auditors’ report for FY 2024-25 forms part of this Annual Report and does not contain any qualification,
reservation or adverse remark.

(ii) INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board of Directors of the Company
had appointed M/s. JMT & Co., Chartered Accountants (FRN: 126286W), Ahmedabad, as an Internal Auditors
of the Company for the FY 2024-25.

(iii) SECRETARIALAUDITORS

Pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and
Remuneration Personnel) Rules, 2014, the Board of Directors had appointed M/s. RPAP & Co., Practicing
Company Secretaries, Ahmedabad, as Secretarial Auditors of the Company for FY 2024-25. The Secretarial
Audit Report for FY 2024-25 is annexed herewith as Annexure-A.

There are no adverse observations in the Secretarial Audit Report which call for explanation.

Further, your directors have approved appointment of M/s. RPAP & Co., Practising Company Secretaries as
Secretarial Auditor of the Company for a term of five consecutive years from FY 2025-26 to FY 2029-30 at a
remuneration as may be determined by the Members of the Company pursuant to SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

(iv) COST AUDITORS

The Company was not required to maintain cost records and appoint Cost Auditor as specified by the Central
Government under Section 148(1) of the Companies Act, 2013.

13. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to Financial Statements. The Statutory
Auditors of the Company have audited such controls with reference to Financial Reporting and their Audit Report is
annexed as Annexure B to the Independent Auditor’s Report under Financial Statements which forms part of the
Annual Report.

14. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In compliance with Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, 2015, the Corporate
Governance Report together with the Certificate from the Auditors of the Company regarding compliance of
conditions of Corporate Governance is annexed herewith as Annexure-B.

Management Discussion and Analysis Report is annexed herewith as Annexure-C.

15. VIGIL MECHANISM

The Company has established the vigil mechanism through Whistle Blower Policy for all the stakeholders of the
Company, which also provides for direct access to the Chairperson of the Audit Committee in appropriate or
exceptional cases as per the Policy.

16. RISK MANAGEMENT

The Company recognizes that risk is an integral part of business and is committed to managing the risks in proactive
and efficient manner. The Company periodically assesses risk in the internal and external environment, along with
the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans.

The Company has adopted a Risk Management Policy for a systematic approach to control risks. The Risk
Management Policy of the Company lays down procedures for risk identification, evaluation, monitoring, review and
reporting. The Risk Management Policy has been developed and approved by the Senior Management in
accordance with the business strategy.

Management Discussion and Analysis Report of the Annual Report identifies key risks which can affect the
performance of the Company.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES.

All the related party transactions are entered on arm’s length basis, in the ordinary course of business and are in
compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by
the Company with Promoters, Directors, Key Managerial Personnel etc. which may have potential conflict with the
interest of the Company at large or which warrants the approval of the Member. Accordingly, no transactions are
being reported in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014.

However, the details of the transactions with Related Parties are provided in the Company’s Financial Statements in
accordance with the Accounting Standards.

18. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The details in terms of Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, are forming part of this Report
as Annexure-D.

19. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION &
REDRESSAL) ACT, 2013

During the year under review, the Company had one women employee. It was not required to constitute Internal
Complaints Committee as per the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013.

20. EXTRACT OF THE ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company
http://www.guiaratleasefinancing.co.in.

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO

The Company discontinued its business operations since FY 1999-2000. Therefore, there are no reportable details
relating to conservation of energy or technology absorption. There were no foreign exchange earnings or outgo
during the year under review.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES
ACT, 2013

During the year under review, the Company has not given loans, made investments, provided guarantees or security
to any entity under Section 186 of the Companies Act, 2013.

23. CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall under the criteria as mentioned in the provisions of Section 135 of the Companies Act,
2013 read with the Companies (Corporate Social Responsibilities) Rules, 2014. Therefore, the Company was not
required to formulate Corporate Social Responsibility (CSR) Policy and constitute CSR Committee and
consequently the Company had not spend any amount on CSR activities.

24. INTERNAL FINANCIAL CONTROL

The Company has in well-placeed, proper and adequate internal financial controls with reference to the Financial
Statements. The Statutory Auditors of the Company have audited such controls with reference to the Financial
Reporting and their Audit Report is annexed as Annexure A to the Independent Auditors’ Report under the
Standalone Financial Statements which forms part of the Annual Report.

25. OTHER DISCLOSURES

• During the year under review, the Company has neither accepted nor renewed any fixed deposits.

• During the year under review, there are no changes in the nature of business.

• There are no material changes and commitments, affecting the financial position of the Company which has
occurred between end of the Financial Year of the Company i.e. March 31,2025 and the date of this Report.

• No significant and material orders were passed by the regulators or courts or tribunals impacting the going
concern status and your Company’s operation in future.

• During the year the Company has prepared the account on Non-Going Concern Basis.

26. ACKNOWLEDGEMENTS

Your Directors are grateful to GIIC Limited, the Government of Gujarat and Torrent Group for their continued
guidance and support to the Company. The Directors are pleased to place on record their appreciation for the
excellent support extended by the Banks. The Board is thankful to the Members and Employees for their unstinted
support and contribution.

For and on behalf of the Board of Directors

Saurabh Mashruwala Luna Pal

Place: Ahmedabad Director Director

Date: May 06, 2025 DIN: 01786490 DIN: 08415379