Dear Members

Your director's take pleasure in presenting the 40thAnnual Report of the Company alongwith the Audited Accounts for the year ended 31st March 2022.

1. Financial Highlights

(In INR)

2. Dividend

The Board of director of your Company after considering holistically the relevantcircumstances has decided that it would be prudent not to recommend any dividend for theyear under review.

3. Public Deposits

The Company has not accepted any public deposits during the year under review and itcontinues to be a non deposit taking Non-Banking Financial Company in conformity with theguidelines of the Reserve Bank of India and the Companies (Acceptance of Deposits) Rules2014.

4. Review of Operations

During the year under review your Company achieved a turnover of INR. 28604131/- asagainst INR 29379065/- in the previous year. The profit before tax stands at INR.8982334/- as against INR. 6006578.00/- in the previous year.

5. Transfer to General Reserve

The Company proposes to transfer INR 1289500/- (Rupees Twelve Lakh Eighty-NineThousand Five Hundred only) to the general reserve out of the amount available forappropriation.

6. Subsidiaries Joint Venture or Associate Companies

i. Authorized Share Capital:

There is no change in the authorized share capital of the Company during the year. TheAuthorized Share Capital of the Company is Rs. 110000000/-(Rupees Eleven crore only)divided into 11000000 (One crore Ten lakh) equity shares of Rs. 10/-each for the yearended 31st March 2022.

ii. Issue Subscribed and paid-up capital:

There is no change in the subscribed share capital of the Company during the year. Thepaid-up share capital of the Company is Rs. 99475000/- (Rupees Nine Crore Ninety-FourLakh Seventy-Five thousand only) divided into 9947500 (Ninety- Nine lakh Forty-Seventhousand Five hundred) equity shares of Rs. 10/- each for the year ended 31st March 2022.

b) Buy back of securities

The Company has not bought back any of its securities during the year under review.

c) Bonus Shares

No bonus shares were issued during the year under review.

d) Issue of Equity Shares under ESOP

No Equity shares under ESOP shares were issued during the year under review.

A. Directors

The Composition of Board of directors of the Company is in conformity with theprovisions of the Companies Act 2013 ("the Act") and the Listing Regulationsas amended from time to time.

The Board of Directors at present comprises of 4 Directors out of which 2 Directors areIndependent Directors. The Board's actions and decisions are aligned with the Company'sbest interests. It is committed to the goal of sustainably elevating the Company's valuecreation. The Board critically evaluates the Company's strategic direction managementpolicies and their effectiveness.

i. Composition of Board as on 31st March 2022 as follows:

ii. Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act 2013 Mr.Sidharth Goyal retires by rotation at this Annual General Meeting and being eligible hasoffered himself for re-appointment The Board recommends his re-appointment.

The brief profile of Mr. Sidharth Goyal director who is to be re-appointed form partof the notes and explanatory statement to the notice of the ensuing Annual GeneralMeeting.

iii. Appointment and Cessation:

During the year under review Mr. Dilip Kumar Jain and Mr. Mr. Ashok Kumar had resignedas Independent Director of the Company w.e.f. 7th August 2021 and 14th August 2021respectively.

On the recommendation of Nomination and Remuneration Committee the Board has appointedMr. Ashwin Dorairajan as an additional Independent Director of the Company w.e.f. 29thSeptember 2021 to hold office upto the ensuing annual general meeting of the Company.

In terms of Sections 149 152 of the Companies Act 2013 and SEBI 9LODR) Regulations2015 the Board has recommended the appointment of Mr. Ashwin Dorairajan as an IndependentDirector for the term of 5 years w.e.f. 29th September 2021 for shareholders' approvalat the ensuing annual general meeting of the company.

iv. Statement on declaration given by Independent Directors

The Board of the Company consist of Two Independent Directors and all the IndependentDirectors have given the declaration that they meet the criteria of Independence asprovided in section 149 (6) of the Companies Act 2013.

In compliance with Schedule IV to the Companies Act 2013 and regulation 25(3) of theSEBI Listing Regulations 2015 the Independent Directors held their separate meeting onNovember 10 2021 without the attendance of non-independent directors and members ofManagement inter alia to discuss the following:

I. review the performance of non-independent directors and the Board as a whole;

II. review the performance of the Chairperson of the company taking into account theviews of executive directors and non-executive directors;

III. assess the quality quantity and timeliness of flow of information between thecompany management and the Board that is necessary for the Board to effectively andreasonably perform their duties.

v. Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and Listing Regulation the Boardhas carried out an annual performance evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Nomination &Remuneration and other Committees. The manner in which the evaluation has been carried outexplained hereunder:

The evaluations are based on questionnaire prepared which assessed the performance ofthe Board on select parameters related to roles responsibilities and obligations of theBoard and functioning of the Committees including assessing the quality quantity andtimeliness of flow of information between the company management and the Board that isnecessary for the Board to effectively and reasonably perform its duties. The evaluationcriteria for the Directors were based on their participation contribution and offeringguidance to and understanding of the areas which are relevant to them in their capacity asmembers of the Board.

vi. Remuneration Policy

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration.

The objective and broad framework of the Remuneration Policy is to consider anddetermine the remuneration based on the fundamental principles of payment forperformance for potential and for growth. The Remuneration Policy reflects on certainguiding principles of the Company such as aligning remuneration with the long-terminterests of the Company and its shareholders promoting a culture of meritocracy andcreating a linkage to corporate and individual performance and emphasizing onprofessional competence and market competitiveness so as to attract the best talent. Italso ensures the effective recognition of performance and encourages a focus on achievingsuperior operational results.

The Nomination and Remuneration Committee recommends the remuneration of Directors andKey Managerial Personnel which is then approved by the Board of Directors subject to theapproval of shareholders wherever necessary. The level and composition of remunerationshall be reasonable and sufficient to attract retain and motivate the directors keymanagerial personnel and other employees of the Company required running the Companysuccessfully.

vii. Meetings of the Board

During the financial year 2021-22 the Board met nine (9) times: 02.04.202107.06.2021 28.06.2021 05.08.2021 14.08.2021 29.09.2021 12.11.2021 11.02.202231.03.2022.

The necessary quorum was present through the meetings.

Each Director informs the Company on an annual basis about the Board and BoardCommittee positions he occupies in other companies including Chairmanships and notifieschanges during the term of their directorship in the Company. None of the Directors on theBoard are Members of more than ten Committees or Chairman of more than five Committeesacross all the public companies in which they are Directors. Other directorships do notinclude alternate directorships and companies incorporated outside India. Chairmanships /Memberships of Board Committees include only Audit and Stakeholders RelationshipCommittees.

Details of attendance of Directors in the Board meeting during the financial year2021-22 are as under:

B. Key Managerial Personnel

The Details of Key Managerial Personnel of the company are mentioned below:

• Mr. Sidharth Goyal Managing Director & Chief Financial Officer.

• Ms. Pooja Gupta (M.No. A42583) Company Secretary & Compliance Officer

Ms. Charu Chawla (ACS 58817) Company Secretary & Compliance Officer and KMP of theCompany and she has given resignation as Company Secretary and Compliance Officer w.e.f.September 01 2021.

Based on the recommendation of the Nomination and Remuneration Committee of the BoardMs. Pooja Gupta (ACS-42583) a qualified Company Secretary was appointed by the Board ofDirectors as the Company Secretary & Compliance Officer and KMP of the Company w.e.f.29th September 2021

9. Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act 2013 you're Directors confirm thefollowing:

• that in the preparation of the Annual Accounts for the year ended 31st March2022 the applicable

accounting standards have been followed along with proper explanation relating tomaterial departures;

• that the directors have selected such accounting policies and applied themconsistently and made judgement and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit of the Company for that period.

• that the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities.

• that the directors have prepared the annual accounts on a 'going concern basis.

• that the directors had laid down internal financial controls to be followed bythe company and that such internal financial controls are adequate and were operatingeffectively.

• that the systems to ensure compliance with the provisions of all applicable lawsand that such systems were adequate and operating effectively.

10. Committees of Board of Directors

The Board has constituted the Committees of the Board with specific terms of referenceas per the requirements of the SEBI Listing Regulations and the Companies Act 2013.

A. Audit Committee

B. Nomination and Remuneration Committee

C. Risk Management Committee

D. Stakeholders Relationship Committee

The Board is responsible for constituting assigning co-opting and fixing the terms ofreference for members of various committees.

A. Audit Committee Composition

The Board has set up qualified and Independent Audit Committee in compliance with therequirements of Regulation 18 of SEBI Listing Regulations read with Section 177 of theAct. During the period under review the Board of Directors of the Company accepted allthe recommendations of the Audit Committee.

The Audit Committee comprises of the following members:

Note: with the resignation of Mr. Dilip Kumar Jain and Mr. Ashok Kumar as anIndependent Director of the Company the Board of Directors of the Company hasreconstituted its Audit Committee on 29th September 2021.

During the period under review the Audit Committee met 4 times.

Terms of reference

The Audit Committee has been constituted pursuant to the provisions of Section 177 ofthe Companies Act 2013 and Regulation 18 of SEBI Listing Regulation. The Audit Committeereviews the financial accounting policies adequacy of internal control systems andinteracts with the statutory auditors. Besides the Committee reviews the observations ofthe management and internal/ external auditors interim and annual financial resultsManagement discussion and analysis of financial condition and results of operations andrelated party transactions. The other roles of Audit Committee inter- alia includes thefollowing:

i. the recommendation for appointment remuneration and terms of appointment ofauditors of the company;

ii. review and monitor the auditor's independence and performance and effectiveness ofaudit process;

iii. examination of the financial statement and the auditors' report thereon;

iv. approval or any subsequent modification of transactions of the company with relatedparties;

v. scrutiny of inter-corporate loans and investments;

vi. valuation of undertakings or assets of the company wherever it is necessary;

vii. evaluation of internal financial controls and risk management systems;

viii. monitoring the end use of funds raised through public offers and related matters.

B. Nomination and Remuneration Committee Composition

The Nomination and Remuneration Committee has been constituted pursuant to theprovisions of Section 178 of the Companies Act 2013 and Regulation 19 of SEBI ListingRegulation. The Company complies with the provisions relating to the Nomination andRemuneration Committee in terms of Regulation 19 of SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 as well as in terms of the provisions ofSection 178 of the Companies Act 2013.

As on 31.03.2022 the Nomination and Remuneration Committee consists of threeNon-Executive Directors.

The Nomination and Remuneration Committee comprises of the following members:

Note: with the resignation of Mr. Dilip Kumar Jain and Mr. Ashok Kumar as anIndependent Director of the Company the Board of Directors of the Company hasreconstituted its Nomination & Remuneration Committee on 29th September 2021.

The Company Secretary acts as the Secretary of the committee.

During the year under review the Nomination & Remuneration Committee met 1 time.

C. Risk Management Committee

The Board has constituted the Risk Management Committee as per the requirements of theCompanies Act 2013 along with applicable Rules and requirements of the ListingRegulations.

The Risk Management Committee lays down procedures:

a. To inform Board members about the risk assessment and minimization procedures.

b. Framing implementing and monitoring the risk management plan for the company.

c. Any other matter that may be entrusted to the Committee by the Board.

The frequency agenda duration etc. for meetings of Risk Management Committee shallbe as set by the Chairman of the Committee. The Company has established effective riskassessment and minimization procedures which are reviewed by the board periodically. Theprocedures comprise of an in-house exercise on Risk Management carried out periodicallyby the Company including the functioning of a structure to identify and mitigate variousrisks faced by the Company from time to time.

The Risk Management Committee comprises of the following members

Note: with the resignation of Mr. Dilip Kumar Jain and Mr. Ashok Kumar as anIndependent Director of the Company the Board of Directors of the Company hasreconstituted its Risk Management Committee on 29th September 2021.

The Company Secretary acts as the Secretary of the committee.

The structure also comprises of risk identification and assessment by the concerneddepartments identification of controls in place/ mitigation process in place updating ofrisk registers by various departments if required. These reports are consolidated andpresented by the Chairman to the Board of the Company. Your Company adopts the methodsand process to assess and analyze risk holistically identifies all compliancerequirements and proactively develops measures to comply with such requirements. YourCompany by identifying and proactively addressing risks and opportunities protects andcreates value for stakeholders including owners employees customers regulators andsociety overall. A detailed report on risk management is provided herewith in this AnnualReport.

During the year under review the Risk Management Committee met 1 time.

D. Stakeholders Relationship Committee

The Board has reconstituted the Shareholders/Investors Grievance Committee as per theprovision of section 178 of chapter XII of Companies Act-2013 and as per Regulation 20SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 to specificallylook into the redressal of Shareholders complaints.

Composition

The Stakeholders Relationship Committee comprises of the following Directors:

Note: with the resignation of Mr. Dilip Kumar Jain and Mr. Ashok Kumar as anIndependent Director of the Company the Board of Directors of the Company hasreconstituted its Stakeholders Relationship Committee on 29th September 2021.

The Company Secretary acts as the Secretary of the committee.

The Stakeholders Relationship Committee met one time during the year under review.

There were no investor's complaints pending as on 31st March 2022.

11. Meeting of Independent Directors

The Independent Directors of the company have met separately on 10th November 2021interalia reviewed the performance of the Chairman Non Independent Directors andManager. The Independent

Directors in the said meeting also assessed the quality quantity and timeliness offlow of information between the Company Management and the Board to effectively andreasonably perform its duties.

12. Accounting treatment in preparation of financial statements

The guidelines/ accounting standards laid down by the Institute of CharteredAccountants of India (ICAI) and prescribed under Section 133 of the Companies Act 2013have been followed in preparation of the financial statements of the Company in allmaterial respects.

13. Risk Management

Your Company has laid down procedure to inform Board Members about the risk assessmentand minimization procedures. These procedures are being periodically reviewed to ensurethat management controls risk through the means of properly defined framework of theCompany.

14. Particulars of Loans Guarantees given and Investments made by the Company

The information related to Loans Guarantees given and Investments made by the Companycovered under the provisions of Section 186 of the Companies Act 2013 and Companies(Meetings of Board and its Power) Rules 2014 are given in the notes to the FinancialStatements.

15. Corporate Social Responsibility(CSR)

In terms of the Section 135 of Companies Act 2013 the provisions of Corporate SocialResponsibility (CSR) shall not apply.

16. Vigil Mechanism

The company has adopted Vigil Mechanism policy with a view to provide a mechanism forthe directors and employees of the Company to report genuine concerns. The provisions ofthis policy are in line with the provisions of the Section 177(9) and (10) of theCompanies Act 2013.

17. Compliance Officer

Ms. Pooja Gupta Company Secretary is the Compliance Officer of the Company and can becontacted at: Helpage Finlease Limited S-191/c 3rd Floor Manak Complex School BlockShakarpur Delhi-110092 Email: info@helpagefinlease.com. Complaints or queries relating tothe Shares can be forwarded to the Company's Registrar and Transfer Agents -M/s BeetalFinancial Computer Services Private Limited atbeetalrta@gmail.com.

i. Statutory Auditors

At the Annual General Meeting held on August 22 2018 M/s. KASG & Co. CharteredAccountants (ICAI

FRN: 02228C) were appointed as Statutory Auditors of the Company to hold office tillthe conclusion of the 40th Annual General Meeting of the Company to be held in thecalendar year 2022. Their term expires at the conclusion of 40th Annual General Meeting ofthe Company.

For next term Audit Committee of the Company and the Board of directors haverecommended M/s. R.

C. Agarwal & Co. Chartered Accountants (Firm Registration No. 003175N) forappointment as Statutory Auditors for a period of five years to hold office from theconclusion of 40th Annual General Meeting until the conclusion of 45th Annual GeneralMeeting at such remuneration as may be mutually agreed. Consent of members is being soughtin the notice convening the 40th Annual General Meeting seeking appointment.

ii. Reporting of frauds by Auditors

As per provision of Section 143 (12) of the Companies Act 2013 the statutory auditorhas not reported any instances of fraud by the Company by its officers or employees.

iii. Explanations or comments of the board on every qualification reservation oradverse remark made by the auditor in his report.

There are no qualifications reservations or adverse remarks made by the Auditors intheir report. However the auditor advice to comply as per the requirements of the law andmaintain the records as per the provisions of the Companies Act 2013.

iv. Audit Observations

Auditors' observations are suitably explained in notes to the Accounts and are self-explanatory.

v. Secretarial Auditor

In pursuant to the provisions of Section 204 of the Companies Act 2013 and Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Ms. Shalini Jain Practicing Company Secretary (CP No.: 19190 ACS: 50348) toundertake the Secretarial Audit of the Company for the F.Y. year 2021-2022. The Report ofthe Secretarial Audit is annexed as "Annexure- I".

vi. Secretarial Audit Report

There are no qualifications reservations or adverse remarks made by Ms. Shalini JainPracticing Company Secretaries in their report for the financial year ended 31st March2022.

vii. Internal Auditor

M/s Manoj Rajput & Co. Chartered Accountants (FRN: 037750N) was appointed as theInternal Auditors of the company for the Financial Year 2021-22 who is responsible forperformance of duties as internal auditors of the company and their report will bereviewed by the audit committee from time to time.

19. Extract of the Annual Return

The Annual Return of the Company as on March 31 2022 is available on the Company'swebsite and can be accessed athttps://www.helpagefinlease.com/annual-reports/Form_MGT_7.pdf

20. Particulars of Employees

The information required under Section 197 of the Act read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and Companies(Particulars of Employees) Rules 1975 and the ratio of Remuneration of Each DirectorChief Financial Officer Company Secretary of the Company for the FY 2021-2022 is enclosedas "Annexure-H".

21. Related Party Transaction

During the year all contracts/arrangements/transactions entered by the Company withits related parties were in ordinary course of business and on arms' length basis and thusthe provisions of Section 188 of the Companies Act 2013 and the rules made there underare not attracted.

In this regard the materially significant related party transactions if any made bythe Company with Related Parties are in compliance with Section 188 (1) and Section 134(3)(h) read with Rule 8 (2) of the Companies (Accounts) Rules 2014 of the Companies Act2013.

Further the disclosure in form AOC-2 as provided in terms of section 134 of theCompanies Act 2013 is enclosed at "Annexure-III".

22. Conservation of Energy Technology Absorption & Foreign Exchange Earnings andOutgo

The Company has not engaged in any manufacturing activity and thus its operations arenot energy intensive. However adequate measures are always taken to ensure optimumutilization and maximum possible saving of energy.

There were no Foreign Exchange earnings and out go during the year.

23. Management Discussion and Analysis Report

Management Discussion and Analysis Report is provided as a separate section in theannual report. The Report Management Discussion and Analysis is annexed as "AnnexureIV".

24. Internal Control System and Compliance Framework

The Company possesses adequate internal controls to ensure that all assets areprotected against loss from unauthorized use or disposition and that all transactions areauthorized recorded and reported correctly. An efficient Internal Audit departmentmonitors adherence to these controls. Statutory auditors also present their suggestions tothe appropriate committees of directors for improvements in control and compliance.

25. Significant and Material Orders

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

26. Disclosure about the applicability of Cost Audit specified by the centralgovernment under section 148 of the Companies Act 2013.

The provision of the section 148 of the Companies' act 2013 read with Rules 14 of theCompanies (Audit & Auditors) rules 2014 is not applicable to the company.

27. Statement pursuant to Listing agreements:

The Company's securities are listed with Bombay Stock Exchange (BSE) Limited. TheAnnual Listing Fees for the year 2021-2022 has been paid by the Company in time and therewere no arrears reported for the year under review.

28. Listing Obligation and disclosure requirements

In Pursuant to Regulation 34 (3) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Management Discussion and Analysis ReportDeclaration regarding Non applicability of Corporate Governance Report and ManagingDirector's declaration confirming compliance with the Code of Conduct has been made partof this report.

29. RBI Compliances

The Company is doing its business in conformity with the guidelines issued by RBI fromtime to time related to NBFC's.

30. Compliance with the Secretarial Standards:

The Company has complied with all the Secretarial Standards on Board Meetings andGeneral Meetings issued by the Institute of Company Secretaries of India (ICSI).

31. General Disclosures

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

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

2. Issue of shares (including sweat equity shares) to employees of the Company.

3. During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

4. No change in nature of business.

5. There were no material changes and commitments affecting the financial position ofthe Company between the end of financial year and the date of the Report.

32. Acknowledgement

Your Directors would like to express their sincere appreciation for the co-operationand assistance received from the Bankers Regulatory Bodies Stakeholders includingFinancial Institutions Suppliers Customers and other Business associates who haveextended their valuable sustained support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitudeand appreciation for the commitment displayed by all executives officers and staff at alllevels of the Company. We look forward for the continued support of every stakeholder inthe future.

The Company operates only in a single segment of Business and as such no separatesegment reporting is required.