IIFL Capital Services Ltd Directors Report

The Directors are pleased to present the Thirtieth Annual Report of IIFL Capital Services Limited (Formerly known as IIFL Securities Limited) (‘the Company or ‘Your Company or ‘IIFL Capital) along with the audited financial statements for the Financial Year (FY) ended March 31, 2025.

1. Company Overview

IIFL Capital is one of Indias leading financial services conglomerates, offering a comprehensive range of investment solutions to a diverse clientele. Over the years, the Company has built a strong legacy of trust, innovation, and excellence across its broad portfolio of services.

With nearly three decades of experience, IIFL Capital caters to a wide spectrum of clients, including Ultra High Net Worth Individuals (UHNIs), High Net Worth Individuals (HNIs), affluent, retail and institutional clients. The Companys extensive range of services encompasses Investment Banking, Institutional Broking, Equity, Commodities, and Currency Broking, and distribution of financial products like Mutual Funds (MFs), Portfolio Management Services (PMS), Alternative Investment Funds (AIFs), Fixed Income Products, etc.

IIFL Capitals holistic approach to financial planning is designed to empower clients with comprehensive strategies that encompass wealth preservation, tax optimization, and succession planning. This integrated methodology ensures that clients receive expert guidance across all facets of their financial journey, aligning their objectives with tailored solutions.

During FY 2024-25, the Company realigned its strategic focus from traditional broker to full time wealth manager. Your Company has hired senior professional to build wealth management business and upscale the existing business. Your Company has strong execution capabilities, deep client engagement with a strength of 500+ Private Client Group (PCG) and Wealth Relationship Managers (RMs) to support HNI/ UHNI/affluent clients. Supported by market-leading research, a comprehensive product suite, a growing and seasoned client base, and a cutting-edge tech-enabled platform, the Company is well-positioned to drive sustainable growth in the wealth management space.

The Companys mobile trading app ‘IIFL Markets is rated 4.3 and has over 12.3 million downloads. Continuous upgrades and enhancements makes this app the top choice of most customers. The app is preferred by most investors given its superior features, quick transactions and best-in-class user experience.

In the Investment Banking space, the Company have been consistently ranked within Top 3 in league tables for Equity Capital Markets whilst demonstrating strength across Initial Public Offerings (IPOs), Qualified Institutional Placements (QIPs), Offer for sale (OFS), private placements, stake sale and advisory.

Your Companys top ranked Institutional Research team has a strength of 42+, covering almost 299 stocks across 20+ sectors that represents ~ 74% of Indias market capitalization.

As on 31^st March 2025, IIFL Capital serves over 3 million clients comprising of top Foreign Institutional Investors (FIIs), Foreign Portfolio Investors (FPIs), Sovereign Wealth Funds, Private Equity (PE) Funds, Domestic MFs, Insurance, Pension Funds, HNI, UHNI, affluent clients, etc. Your Company has an Assets Under Management (AUM) of more than C2,205 billion, which includes C313 billion+ of financial product distribution assets.

IIFL Capital is well-positioned as a leading financial services provider, backed by advanced technology, experienced leadership, and a strong distribution network of 100+ branches across India and 3500+ external partners. Its intuitive digital platform and trusted brand continue to deliver value to clients across the country.

2. Financial summary and highlights

A summary of the Companys financial performance for FY ended March 31, 2025, is as under: ^{(H in} Million)

Particular	Standalone		Consolidated
	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Gross Income	21,585	19,661	25,674	22,313
Profit/(Loss) before Depreciation and Tax	8,354	7,996	9,795	7,964
Depreciation	(436)	(1,072)	(549)	(1,138)
Profit/(Loss) before tax	7,918	6,924	9,246	6,826
Provision for Tax	1,889	1,578	2,117	1,693
Non-controlling interest	-	-	5	10
Profit/(Loss) after Tax	6,030	5,345	7,123	5,123
Balance brough forward from previous year	13,295	8,873	14,604	10,403
Appropriation towards dividend paid	(930)	(923)	(930)	(923)
Surplus carried forward	18,395	13,295	20,797	14,604
Earning Per share on equity Share of H 2/- each
Basic (in H)	19.45	17.46	23.06	16.73
Diluted (in H)	18.53	17.11	21.89	16.40

3. Review of the operations and business, and the state of Company affairs

During the year under review, there was no change in the nature of business of the Company.

Your Companys consolidated revenue was H25,674 million as against H 22,313 million in FY 2023-24, an increase of 15% YoY (year-on-year). The Company earned a net profit after tax (TCI) of H 7,108 million as against H 5,121 million in FY 2023-24, increased by 39% on YoY basis.

i. Broking & Distribution

During the year, the average daily turnover was H2,818 billion, compared to H2,854 billion in the previous year, remaining largely stable YoY. Brokerage related income reached H12,149 million, up 1% on a YoY basis due to regulatory changes.

Your Companys Financial Product Distribution segment, which includes distribution of AIF, PMS, Mutual Funds, Insurance, Fixed Income Products etc., gained significant traction during the year.

ii. Investment Banking

The investment banking business continued to deliver record performance in FY 2024-25 with revenues aggregating to H2,379 million, up 6% on YoY basis. IIFL Capital continues to be the banker of choice for clients. The franchise is driven by consistent mandate wins, coupled with high quality execution. The investment banking division completed around 50 transactions in FY2024-25. This includes 18 IPOs, 11 QIPs, private placements, rights issue, buyback and open offer transactions. The investment banking team has also filed several offer documents for upcoming IPOs and is currently engaged in a number of private equity and other advisory transactions which are in various stages of execution. Your Company is today not only firmly entrenched in the mid cap IPO space but has also expanded its presence into the larger capital markets transactions. As always, superior client focus, unbiased advice and consistent performance continue to drive high repeat business - a hallmark of your Companys strategy. Over the past year, IIFL Capital has ramped up its left lead practice and is diversifying its product offerings beyond capital markets into advisory and allied services.

iii. Portfolio Management Services

Your Company launched a Non-Discretionary Portfolio Management Service (PMS), with Assets Under Management (AUM) of H4.5 billion as of March 31, 2025, spread across two established non-discretionary strategies. These strategies have earned the trust of our existing investor base. As on date, your Company has also launched a Discretionary Portfolio Management Service (DPMS) to better serve the clients and expand our investment offerings. As part of broader commercial strategy to align business verticals for operational efficiency, simplify regulatory structures and leverage growth opportunities, the Board of Directors has approved the transfer of the PMS Business from the Company, on a going concern basis, to IIFL Capital Asset Management Limited, a wholly owned subsidiary, by way of slump sale, subject to the regulatory approvals, as may be required.

iv. Alternative Investment Funds

IIFL Capital Asset Management Limited (ICAML), a wholly owned subsidiary of your Company, has established a presence in Indias AIF sector, offering a diversified suite of performance-driven strategies across asset classes. The flagship IIFL Fintech Funds I & II, with total commitments of H4.67 billion, exemplify ICAMLs leadership in thematic innovation. The IIFL Derivatives Advantage Fund with an AUM of H2.03 billion continues to deliver consistent, low-volatility returns, positioning itself as a compelling alternative to traditional fixed-income products for sophisticated investors seeking steady yield with managed risk. These achievements demonstrate ICAMLs robust investment framework, sharp thematic insights, and a strong track record of execution—cementing its position as a trusted partner in Indias growing alternatives ecosystem.

4. Change of Name

During the year under review, the name of the Company was changed from ‘IIFL Securities Limited to ‘IIFL Capital Services Limited, with effect from November 5, 2024. This change was undertaken to better align the Companys identity with its diversified portfolio of services, which includes stock broking, investment banking, distribution of financial products, and wealth management. This rebranding initiative underscores the Companys commitment to delivering value across the entire spectrum of capital markets and financial advisory services.

5. Dividend and Reserves

In accordance with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Company has formulated a Dividend Distribution Policy, which is available on the Companys website at https://files.iiflcapital.com/assets/ Dividend_Distribution_Policy_Final_21_b61c5ee06c.pdf

The Board of Directors, at their meeting held on February 11, 2025, declared an interim dividend of H3 per equity share (150% of the face value of H2 per share), in line with the Companys Dividend Distribution Policy. This resulted in an outgo of H930 million. The same is considered as final.

During the year under review, the Company has transferred an amount of H 4 million to the General Reserve maintained by the Company.

6. Investor Education and Protection Fund (‘IEPF)

A detailed disclosure regarding the IEPF related activities undertaken by your Company during the year under review is included in the Report on Corporate Governance, which forms part of this Integrated Annual Report.

7. Commercial Paper

During FY 2024-25, the Company issued Commercial Papers (‘CPs) for margin trading facility.

8. Particulars of loans, guarantees or investments by the Company

Details of Loans, Guarantees, and Investments covered under the provisions of Section 186 of the Companies Act, 2013 ("the Act") are provided in the notes to the financial statements, which forms part of this Integrated Annual Report.

9. Material changes and commitments affecting the financial position of the Company

There have been no material changes or commitments affecting the financial position of the Company between the end of the financial year to which the financial statements relate and the date of this Report that could impact the Companys operations or its future status.

10. Share Capital

As of March 31, 2025, the Companys issued, subscribed, and paid-up equity share capital stood at H61,99,11,618 comprising 30,99,55,809 equity shares of H2 each.

During the year under review, the total paid-up equity share capital of the Company increased from H61,57,33,058 to H61,99,11,618, pursuant to allotment of 20,89,280 equity shares of H2 each under the IIFL Securities Limited Employee Stock Option Scheme - 2018 to the eligible employees. These equity shares rank pari passu with the existing equity shares from the date of allotment.

Furthermore, the Company did not issue any equity shares with differential rights regarding dividend, voting, or otherwise, nor any sweat equity shares during the year.

Employees Stock Option Scheme (ESOS)

During the year under review, the Company had in force the following Employees Stock Option Schemes, prepared in terms of the provisions of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SBEBSE Regulations"):

a) IIFL Securities Limited Employee Stock Option Scheme 2018 ("IIFL ESOS Scheme-2018").

b) IIFL Securities Employee Stock Option 2019 - Demerger Scheme ("ISL Demerger Scheme").

There were no material changes to the IIFL ESOS Scheme - 2018 and the ISL Demerger Scheme, and both are in compliance with SBEBSE Regulations.

During FY 2024-25, the Nomination and Remuneration Committee of the Board of Directors, pursuant to the IIFL ESOS Scheme - 2018, granted 2,94,73,568 stock options

to the identified employees of the Company, with each option convertible into one fully paid-up equity share.

As of March 31, 2025, 5,02,775 options lapsed under the IIFL ESOS Scheme - 2018 and have been added back to the pool, making them available for further grants. The total number of stock options outstanding under the IIFL ESOS Scheme - 2018 as of March 31, 2025, stood at 3,81,11,909. Additionally, during the year under review, 12,000 options lapsed under the ISL Demerger Scheme. As of March 31, 2025, there were no outstanding stock options under this Scheme, and hence the said Scheme is no longer in force.

The disclosures related to ESOPs, as required under the provisions of the Act, the rules made thereunder, and SBEBSE Regulations, are available on the Companys website at www.iiflcapital.com. These disclosures can also be inspected by members at the Companys registered office. Members interested in obtaining a copy may contact the Company Secretary at secretarial@iiflcapital.com.

The relevant disclosures in accordance with IND AS 102, relating to share-based payments, forms part of Note 33 of the Standalone Financial Statements and Note 42 of the Consolidated Financial Statements of the Company.

11. Corporate Social Responsibility (CSR)

In accordance with the provisions of Section 135 of the Act and the rules made thereunder, your Company has adopted a CSR policy outlining the CSR activities to be undertaken by the Company and its subsidiaries. The CSR Policy is available on the Companys website at https:// files.iiflcapital.com/assets/CSR_Policy_21_286d8045bc. pdf.

India Infoline Foundation (referred to as "IIFL Foundation"), a Section 8 Company under the Act and a wholly owned subsidiary of the Company, serves as the primary entity for carrying out CSR initiatives on behalf of the Company and its subsidiaries. In compliance with Rule 4(2) of the Companies (Corporate Social Responsibility Policy) Rules, 2014, IIFL Foundation has registered with the Central Government by filing Form CSR-1 with the Registrar of Companies.

IIFL Foundation addresses five key thematic areas through its CSR initiatives: Health, Education & Environment, Livelihood and Poverty Alleviation (HELP). During the year, the Company, through IIFL Foundation, undertook various CSR initiatives aligned with the United Nations Sustainable Development Goals (SDGs) — No Poverty (SDG 1), Quality Education (SDG 4), Gender Equality (sDG 5), Affordable and Clean Energy (SDG 7), Decent Work and Economic Growth (SDG 8) and Reduced Inequalities (SDG 10).

The details of these initiatives are included in this Integrated Annual Report. 90% of beneficiaries of the CSR programs executed by the Company

through IIFL Foundation are from marginalized and disadvantaged communities.

In compliance with Section 135 of the Act, and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted a Corporate Social Responsibility (CSR) Committee. The statutory disclosures related to the CSR Committee and the Annual Report on CSR Activities are provided in Annexure-1 and froms a part of this Integrated Annual Report.

12. Nomination and Remuneration Policy

The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, have formulated the Nomination and Remuneration Policy. This Policy outlines the criteria for determining the qualifications and positive attributes required for the appointment of Directors, Key Managerial Personnel (KMP), and Senior Management Personnel (SMP), as well as, for recommending their remuneration to the Board of Directors.

The Nomination and Remuneration Policy is attached as Annexure-2 to this Integrated Annual Report and is also available on the Companys website at https://files. iiflcapital.com/assets/Nomination_and_Remuneration_ Policy_11_feb_25_90ee1dc8c7.pdf.

13. Human Resources Management

At IIFL Capital, employees are the cornerstone of our success. The Company remains steadfast in its commitment to building a workplace that not only attracts top talent but also nurtures growth and innovation. Over the past year, the Company have strengthened employee value proposition through strategic hiring, robust development programs, and a heightened focus on wellbeing and inclusivity.

Furthermore, the Company initiatives are designed to empower individuals to excel and contribute meaningfully to the organizations growth. By fostering a culture of continuous learning, collaboration, and holistic development, your Company continues to be a workplace where talent is valued, growth is encouraged, and success is collectively achieved.

Your Company has complied with all applicable provisions of the Maternity Benefit Act, 1961 during the FY 2024-25. This includes, but is not limited to, adherence to regulations concerning maternity leave and the provision of creche facilities, where applicable, for eligible employees.

Prevention of Sexual Harassment (POSH)

The Company is committed to fostering a work environment that supports the professional growth of its women employees and promotes equality of opportunity. Your Company maintains a zero-tolerance policy towards any form of sexual harassment or discrimination. Ensuring a safe and harassment-free workplace for women is a key priority for the Company.

In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013, and the rules framed thereunder, the Company has implemented a Policy on Prevention of Sexual Harassment at the Workplace. This Policy is designed to protect women from sexual harassment, prevent such incidents, and address any complaints related to sexual harassment and related matters. The Policy is available on the Companys website at https://files.iiflcapital.com/assets/Po_SH_Policy_11_ feb_25_cd54bf30a7.pdf.

Furthermore, the Company has established an Internal Complaints Committee (ICC) to address and resolve all sexual harassment complaints reported under the Policy. The ICC has been constituted in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 and includes an external member with relevant expertise in handling such complaints. The Policy outlines the scope, complaint mechanism, and redressal process, along with the contact details of Committee members for reporting any grievances or complaints under the Policy. Additionally, the Company provides mandatory online training on POSH for all employees, including new joiners.

During the FY 2024-25, the Company received complaints under the said Policy. The details as required under the provisions of the Act are as follows:

a. Number of complaints received during the year: 2 (Two)

b. Number of complaints disposed of during the year: 2 (Two)

c. Number of cases pending for more than 90 days: Nil.

Particulars of employees

As of March 31, 2025, the Company had 1,558 employees.

The disclosures required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are attached as Annexure - 3 and forms part of this Integrated Annual Report

Further, a statement showing the names and other particulars of employees drawing remuneration exceeding the limits specified in Rule 5(2) and 5(3) of the aforementioned rules is maintained and forms part of this Report. However, in accordance with the first proviso to Section 136(1) of the Act, the Annual Report and Accounts are being sent to members and other entitled parties, excluding this information. The information is available for inspection by members. Any member interested in obtaining a copy may write to the Company Secretary at secretarial@iiflcapital.com.

14. Subsidiary, Associates and Joint Venture Companies

As of March 31, 2025, the Company has twelve subsidiaries (including step-down subsidiaries) and no associate or joint venture companies. The following is a list of the subsidiaries, both in India and overseas:

Sr. No. Name of the domestic subsidiary

1 IIFL Facilities Services Limited*

2 IIFL Management Services Limited*

3 Livlong Insurance Brokers Limited (Formerly IIFL Insurance Brokers Limited)*

4 Livlong Protection and Wellness Solutions Limited (Formerly IIFL Corporate Services Limited)

5 India Infoline Foundation* (Section 8 Company)

6 Shreyans Foundations LLP (Step down subsidiary company)

7 Meenakshi Towers LLP

8 IIFL Securities Services IFSC Limited*

9 IIFL Commodities Limited*

10 IIFL Capital Asset Management Limited (Formerly IIFL Securities Alternate Asset Management Limited)* Name of the foreign/overseas subsidiary

11 IIFL Wealth (UK) Limited*

12 IIFL Capital Inc.*

*Wholly-owned subsidiary

During FY 2024-25, no company became or ceased to be a subsidiary, joint venture, or associate of the Company. However, IIFL Wealth (UK) Limited, a wholly owned subsidiary of the Company, has undergone voluntary strike off and has been dissolved with effect from July 22, 2025. Accordingly, IIFL Wealth (UK) Limited, ceased to be wholly owned subsidiary of the Company w.e.f. July 22, 2025.

IIFL Facilities Services Limited is a material subsidiary of the Company as per Regulation 16 of the SEBI Listing Regulations. The Board of Directors have approved a Policy for determining material subsidiaries, which is in line with the SEBI Listing Regulations, as amended from time to time. The Policy is available on the Companys website at https://files.iiflcapital.com/assets/Policy_for_ determining_material_subsidiaries_21_7f3d6f8227.pdf.

In accordance with Section 136(1) of the Act, the financial statements, including consolidated financial statements, and all other documents required to be attached thereto, along with the audited annual accounts of subsidiary companies, are available on the Companys website at https://www.iiflcapital.com/investor-relations/financials. These documents will also be available for inspection by any member of the Company at its registered office and at the registered offices of the respective subsidiaries, excluding Saturdays, Sundays, and public holidays.

15. Financial performance of the major subsidiaries of the Company

A brief overview of the performance of the major subsidiary companies is provided below.

Domestic subsidiaries

I. IIFL Facilities Services Limited ("IFSL")

IFSL is engaged in providing office infrastructure, facility services and related services, primarily catering to group companies as well as external clients. During FY 2024-25 the total income and total comprehensive income/(loss) of IFSL were H1,095 million and H611 million, respectively, compared to H566 million and (H 62) million in FY 2023-24.

II. Livlong Insurance Brokers Limited (formally ‘IIFL Insurance Brokers Limited) ("LIBL")

LIBL is registered with the Insurance Regulatory and Development Authority as a Direct Broker, providing insurance broking services. During FY 2024-25, LIBLs total income and total comprehensive income were H1,110 million and H199 million, respectively, compared to H1,154 million and H169 million in FY 2023-24.

III. Livlong Protection and Wellness Solutions Limited (Formerly ‘IIFL Corporate Services Limited) ("LPWSL")

LPWSL primarily focuses on addressing the healthcare needs of customers by leveraging technology. During FY 2024-25, LPWSLs total income and total comprehensive income were H1,449 million and H25 million, respectively, compared to H1,433 million and H115 million in FY 2023-24.

IV. IIFL Management Services Limited ("IMSL")

IMSL act as a manager to Alternate Investment Funds (AIFs). The Company is also engaged in the business of dealing in shares, stocks, debenture-stock, bonds, obligations or any other securities on its own account. Pursuant to the Business Transfer Agreement (BTA) dated February 28, 2024, read with First Amendment to BTA dated November 18, 2024, IMSL transferred its identified AIFs business to IIFL Capital Asset Management Limited (Formerly IIFL Securities Alternate Asset Management Limited) by way of a slump sale as a going concern. During FY 2024-25, the total income and total comprehensive income/ (loss) of IMSL were H799 million and H297 million, respectively, compared to H121 million and (H112) million in FY 2023-24.

V. IIFL Capital Asset Management Limited (Formerly IIFL Securities Alternate Asset Management Limited) (ICAML) Consequent to transfer of identified AIFs business pursuant to BTA dated February 28, 2024, read with First Amendment to BTA dated November 18, 2024, ICAML commenced its business as a Manager to AIFs. During FY 2024-25, ICAML was granted a Certificate of Registration as an Investment Adviser by SEBI. Additionally, the company received Certificate of Registration as Portfolio Management Services provider from SEBI in May 2025. Further, during FY 2024-25, the companys name was changed from IIFL Securities Alternate Asset Management Limited to IIFL Capital Asset Management Limited. For FY 2024-25, the total income and total comprehensive income/(loss) of ICAML were H26 million and (H 5) million, respectively.

Foreign/overseas subsidiaries

VI. IIFL Capital Inc.

IIFL Capital Inc. is engaged in providing advisory and financial services. During FY 2024-25, the total income and total comprehensive income of IIFL Capital Inc. were H184 million and H9 million, respectively, compared to H213 million and H13 million in FY 2023-24.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Section 129(3) of the Act, your Company has prepared the annual consolidated financial statements, consolidating its financials with its subsidiary companies. The annual audited consolidated financial statements have been prepared in compliance with the relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India.

Pursuant to Section 129(3) of the Act, read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of subsidiary companies is provided in Form AOC-1, as ‘Annexure A of the Consolidated Financial Statements, and forms part of this Integrated Annual Report.

16. Management Discussion and Analysis Report

In compliance with Regulation 34 of the SEBI Listing Regulations, the Management Discussion and Analysis Report forms part of this Integrated Annual Report. The report provides a detailed overview of the Companys business performance, industry trends, opportunities and risks, and the outlook for the future.

17. Environment Social & Governance (ESG)

At IIFL Capital, we recognize the critical importance of Environmental, Social, and Governance (ESG) factors in driving sustainable growth, fulfilling stakeholder expectations, and managing risks effectively. Our commitment to embedding ESG principles at the core of our business operations reflects our dedication to generating positive impact across people, planet, and profits.

To formalize this commitment, the Company has adopted a comprehensive ESG Policy, duly approved by the ESG Committee and the Board of Directors. The Policy delineates the roles and responsibilities of the Board, various Board Committees, the ESG Committee, and the dedicated ESG team in steering the Company towards its sustainability objectives. The Policy highlights key ESG focus areas, including Environment, Corporate Governance, Customer Relations, Employee Welfare, Corporate Social Responsibility, and Information & Cyber Security. These focus areas are supported by clearly defined Key Performance Indicators (KPIs), with quarterly progress updates provided by relevant stakeholders to ensure continuous monitoring and accountability. The ESG Policy is accessible on the Companys website at https://files.iiflcapital.com/assets/ESG_Policy_21 _b16462d8b7.pdf.

In alignment with the nine principles of the National Guidelines on Responsible Business Conduct (NGRBC), the Company has also instituted a range of policies aimed at promoting responsible business practices. Additionally, an ESG Risk Register has been established to proactively identify, assess, and manage risks related to environmental, social, and governance matters.

During the year, a comprehensive materiality assessment on ESG issues was conducted by PwC, which helped prioritize the most significant ESG factors relevant to our business and stakeholders. Based on this assessment, the Company is currently in the process of developing a detailed roadmap to address and manage the high- category material issues effectively.

In line with our environmental commitment, the Company has successfully achieved ISO 14001:2015 Certification for its Environmental Management Systems (EMS), underscoring our systematic approach to managing environmental responsibilities.

To improve efficiency and accuracy in ESG data management, we have onboarded an advanced automation tool that streamlines the collection, consolidation, and reporting of ESG data across the organization.

To enhance transparency and credibility in our sustainability journey, your Company has integrated the ESG profile on the ESG World Platform, thereby strengthening stakeholder trust and engagement. This profile is publicly accessible and reflects our ongoing efforts to benchmark and improve our ESG performance.

We remain dedicated to advancing our sustainability agenda, fostering responsible corporate governance, and creating lasting value for all our stakeholders.

18. Business Responsibility and Sustainability Report

In accordance with Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) for FY 2024-25 forms part of this Integrated Annual Report. The BRSR provides comprehensive disclosures on the Companys performance with respect to Environment, Social, and Governance (ESG) parameters and includes reporting on the nine principles of NGRBC as prescribed by the Ministry of Corporate Affairs.

Reinforcing its commitment to transparency, accountability, and sustainable growth, the Company has voluntarily, obtained limited assurance on the BRSR Core principles as prescribed by SEBI for FY 2024-25. The limited assurance report, issued by Lodha & Co., is annexed to the BRSR and also forms part of this Integrated Annual Report.

19. Directors and Key Managerial Personnel (KMP) Directors

The Company is steered by a well-diversified and experienced Board of Directors, whose collective expertise spans finance, accounting, technology, corporate governance and risk management. This wide- ranging knowledge base empowers the Board to provide robust strategic leadership, uphold the highest standards of corporate governance, and facilitate future-ready decision-making that aligns with the best interests of the Company and its stakeholders.

The composition of the Board is fully compliant with the requirements of Section 149 of the Act and Regulation 17 of the SEBI Listing Regulations. The Board includes a balanced mix of Executive, Non-Executive and Independent Directors, including one Independent Woman Director, thereby fostering diversity, independence, and effectiveness in its functioning.

All Independent Directors have submitted declarations confirming their independence in terms of Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. Additionally, in compliance with Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs.

In accordance with the SEBI Listing Regulations, the Board has identified the core skills, expertise, and competencies required for its effective functioning. These have been mapped against the collective capabilities of the Board and are detailed in the Report on Corporate Governance, which forms part of this Integrated Annual Report.

A complete list of the Companys Directors is provided in the Report on Corporate Governance, which forms part of this Integrated Annual Report.

Changes in the composition of the Board of Directors

During the year under review, Ms. Rekha Gopal Warriar (DIN: 08152356) was re-appointed as a Non-Executive Independent Director on the Board of the Company for a second term of five consecutive years, effective from May 8, 2024. Further, Mr. Narendra Jain (DIN: 01984467) was re-appointed as a Whole-Time Director and Key Managerial Personnel of the Company for a period of five years, effective from May 13, 2024.

The tenure of Mr. R. Venkataraman (DIN: 00011919) as the Managing Director and a Key Managerial Personnel of the Company expired on May 14, 2024. Mr. Venkataraman did not seek renewal of his term as Managing Director.

The Board, on recommendation of Nomination and Remuneration Committee, with a view to separate the role of the Chairperson and Managing Director as a good corporate governance practice, appointed Mr. Nemkumar H (DIN: 00350448), Whole-Time Director of the Company, as the Managing Director and a Key Managerial Personnel for a term of five years, effective from May 15, 2024.

Mr. R. Venkataraman continued to serve the Company in the capacity of Chairperson and Non-Executive Director.

The shareholders approved the aforesaid appointment at the 29^th AGM of the Company held on August 5, 2024.

Mr. Shamik Das Sharma (DIN: 07779526) was reappointed as a Non-Executive Independent Director on the Board of the Company for a second term of five consecutive years, effective from January 14, 2025. The said re-appointment was approved by the shareholders of the Company through postal ballot on September 26, 2024.

Mr. Nemkumar H resigned from the position of Managing Director and a member of the Board, with effect from March 22, 2025. With nearly three decades of experience in equity research, institutional equities, investment banking, and investor relations, the Board felt his undivided attention would better serve the Companys growth objectives. Consequently, he was re-designated as Chief Growth Officer of the Company. The Board placed on record its sincere appreciation for his leadership and valuable contributions to the Company during his tenure as the Managing Director.

Subsequently, the Board of Directors re-designated Mr. R. Venkataraman (DIN: 00011919), Co-Promoter of IIFL Group, from Non-Executive Director to Managing Director and a Key Managerial Personnel of the Company for a period of five years, w.e.f. March 22, 2025, to fill the vacancy caused due to the resignation of Mr. Nemkumar H. The said appointment was approved by the shareholders of the Company through postal ballot on June 6, 2025.

Further, the Board appointed Ms. Rekha Gopal Warriar, Independent Director (DIN: 08152356), as the Chairperson of the Board of the Company, w.e.f. March 22, 2025, ensuring separation of the roles of Chairperson and Managing Director, which aligned with good corporate governance standards. Ms. Warriar had served as an Independent Director on the Board of the Company since 2019. With over 30 years at the Reserve Bank of India, she brought deep expertise in Foreign Exchange, Financial Stability, and Rural Development. The Board was of the view that, in this capacity, she offered strong leadership in corporate governance, regulatory compliance, and social initiatives, thereby enhancing the Companys governance framework.

Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the Independent Director appointed during the year

During the year, there was no new appointment of Independent Director on the Board of the Company.

Retirement by rotation

In accordance with the provisions of Section 152 of the Act and the Companys Articles of Association, Mr. Narendra Jain (DIN: 01984467), Whole-Time Director is liable to retire by rotation at the forthcoming AGM and being eligible, has offered himself for re-appointment. The Board recommends the proposal of his re-appointment for the consideration of the Members of the Company at the forthcoming AGM. This proposal has been included in the Notice convening the AGM, along with a brief profile of Mr. Jain.

Changes in Key Managerial Personnels (KMPs) The tenure of Mr. R. Venkataraman (DIN: 00011919) as the Managing Director and a KMP of the Company expired on May 14, 2024. Subsequently, Mr. Nemkumar H (DIN: 00350448) was appointed as the Managing Director and a KMP of the Company, effective from May 15, 2024.

Thereafter, Mr. Nemkumar H resigned from the position of Managing Director and a member of the Board, as well as, a KMP, with effect from March 22, 2025. The Board, on the recommendation of Nomination and Remuneration Committee, re-designated Mr. R. Venkataraman from Non-Executive Director to Managing Director and a KMP of the Company effective March 22, 2025.

As on the date of this Report, the following officials are designated as KMPs of the Company in accordance with the provisions of the Act and the rules made thereunder, and the SEBI Listing Regulations:

* Mr. R. Venkataraman - Managing Director

* Mr. Narendra Jain - Whole-Time Director

* Mr. Ronak Gandhi - Chief Financial Officer

* Ms. Meghal Shah - Company Secretary

* Mr. Shanker Ramrakhiani - Chief Information Security Officer

20. Meetings of Board/Committee

The Board/Committee meetings are scheduled in advance, and the agenda, along with the minutes of the meetings, are circulated within the specified timelines to facilitate meaningful participation. In cases of special or urgent business, the Boards approval are obtained through resolutions passed by circulation, as permitted by law, and these are subsequently noted at the following Board/ Committee meeting. In certain special circumstances, the meetings of the Board are called at shorter notice to deliberate on business matters that require immediate attention of the Board. The Company has adhered to the secretarial standards issued by the Institute of Company Secretaries of India for Board meetings.

The Board held 7 meetings during the year under review and accepted all recommendations made by various Committees.

The details regarding the number of Board meetings held during FY 2024-25 and the attendance of Directors thereat are provided in the Report on Corporate Governance, which forms part of this Integrated Annual Report.

21. Committee of the Board

As of March 31, 2025, the Board of Directors had the following Committees:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders Relationship Committee

d) Corporate Social Responsibility Committee

e) Risk Management Committee

f) Finance Committee

g) Independent Directors Committee

h) ESG Committee

i) Information Technology Committee

j) Cyber Security Committee

The details of the Board Committees, including their composition, the number of meetings held, and the attendance of members thereat, are provided in the Report on Corporate Governance, which forms part of this Integrated Annual Report.

22. Risk management

Effective risk management is essential for identifying, assessing, and monitoring potential threats and challenges across the organization. In line with this, the Company has implemented robust measures, including a comprehensive Enterprise Risk Management ("ERM") Policy, which has been duly approved by the Risk Management Committee and the Board of Directors. This policy encompasses the identification, analysis, mitigation, and control of various risk categories to support the achievement of the Companys key business objectives.

The Companys ERM Policy is aligned with the Committee of Sponsoring Organizations of the Treadway Commission (COSO) 2017 ERM Framework. It covers a broad spectrum of risks, including Strategic Risk, Market Risk, Financial Risk, Fraud Risk, Legal Risk, Regulatory Risk, Operational Risk, Reputational Risk, ESG Risk, Technology Risk, Cyber/Information Risk, and Third-Party Risk.

Your Company has adopted the ‘Three lines of defense as part of the risk governance structure. The following diagram illustrates it.

Risk governance structure and key roles & responsibilities

A strong risk governance structure can help ensure that an organization is able to identify, assess, and respond to risk effectively. The structure is also intended to provide an effective system of checks and balances to ensure that the risk management practices are in compliance with the regulations and industry standards.

Roles and responsibilities of key stakeholders constituting the risk governance structure are as under:

Role of Board of Directors: The Board of Directors is responsible for monitoring and overseeing the implementation of the risk management policy and practices.

Role of Risk Management Committee (RMC):

RMC is responsible for formulation of the detailed risk management policy. It ensures that appropriate methodology, processes and systems are in place to monitor and evaluate risk associated with the business of the Company. It monitors and oversees implementation of the risk management policy, including evaluating the adequacy of risk management systems. The appointment, removal, and terms of remuneration of the Chief Risk Officer is subject to review by RMC. The details of composition and meetings of RMC is provided in the Report on Corporate Governance, which forms part of this Integrated Annual Report.

Role of Chief Risk Officer (CRO): CRO is responsible for the overseeing the risk management activities. CRO periodically reviews the ERM Policy, monitors and oversees its implementation, process for systematic identification and assessment of all the risks and update RMC on the risks identified and the assessment and mitigation controls relating thereto. CRO conducts internal meetings with the Risk Owners/Functional Heads on ERM initiatives and updates the management on the progress/status of the same on a quarterly basis.

Role of Risk Management Department: The Risk Management Department is responsible for development and maintenance of overall risk management infrastructure. It facilitates implementation of the ERM policy and collates and reviews risk assessment prepared by the CRO/Functional heads. It also maintains and update the risk register and creates awareness on the risk management process/ practices for the identified stakeholders periodically. Further, it reports risk and risk management measures to RMC. The Risk Management Department is responsible for ensuring compliance with regulations and continuously improving the risk management process.

Role of Risk Owners and Functional Heads: Each Risk owner/Functional head is responsible for their respective risk i.e., risk identification, mitigation, implementation of the controls and any other matter relating thereto and update the Risk Management Department on the same. Further, Risk owner/Functional Head prepares a Risk Report advising on the results and residual risks and recommending further action.

Incident Management

The Company has a process to track and monitor the incidents occurred which covers its root cause analysis, and taking corrective and preventive measures thereon, thereby helping the Company to have a control over repetitiveness of the incidents. The Incident Report is also presented before the RMC for its review.

23. Annual evaluation of the Board

Your Company recognizes that the performance evaluation process at the Board level is crucial for fostering Board engagement and ensuring its effectiveness. To this end, the Company has implemented a Performance Evaluation Policy, approved by the Nomination and Remuneration Committee, which outlines the criteria and process for evaluating the Board, its Committees, and individual Directors. This is in accordance with the provisions of the Act and Regulation 17 and Part D of Schedule II of the SEBI Listing Regulations. The details of the evaluation criteria and process are included in the Report on Corporate Governance, which forms part of this Integrated Annual Report.

24. Internal financial controls

Your Company has established and maintained robust internal financial controls over financial reporting, which are continuously evaluated and enhanced through the implementation of new and revised standard operating procedures. These internal financial control measures are designed to safeguard the Companys assets, prevent and detect fraud and errors, ensure the accuracy and completeness of accounting records, and enable the timely preparation of reliable financial information. Throughout the year, these controls have been operating effectively.

Further, the Statutory Auditors have confirmed that the internal financial control systems over financial reporting are adequate and the same is annexed with the Independent Auditors Report.

25. Quality initiatives and process improvements

Your Company continues to sustain its commitment to the highest levels of quality, superior service management, robust information security practices and mature business continuity management. Your Company successfully completed ISO 27001:2022 (Information Security Management System) and ISO 22301:2019 (Business Continuity Management System) Certification audit with no major non-conformities.

Your Company has sustained compliance with respect to various applicable laws and regulations in terms of technology, business continuity management, data privacy and information and cyber security from various Regulators.

The technology used in the Company comprises industry standard business applications and robust information technology infrastructure. These capabilities are used to manage business operations, are scalable, improve overall productivity & efficiency, and provide seamless and world class experience to the customers.

Further, the Company has strengthened its information and cyber security mechanisms and other risk measures to mitigate potential threats, risks and challenges. The Company has cyber insurance cover to protect from financial losses.

Your Company has enhanced cyber security program by implementing latest tools and technologies at various layers and also adopted Zero Trust Network Architecture (ZTNA) framework along with robust Information Security Incident response. This has helped Company to mitigate risk of latest security threats.

Your Company believes in skill development, hence various e-learning modules on technology, information security and other business areas have been enabled for employees through online training.

26. Contracts and arrangements with Related Parties

Your Company has established a Related Party Transactions ("RPT Policy"), approved by the Board of Directors and updated periodically. The Policy outlines the identification process for RPTs, the required approvals from the Audit Committee, Board, and Shareholders, as well as the reporting and disclosure obligations in line with the Act and the SEBI Listing Regulations. The RPT Policy can be accessed on the Companys website at https://files.iiflcapital.com/assets/Policy_on_Related_ Party_Transactions_07_02_25_13409b7ec5.pdf.

In compliance with the provisions of the Act and SEBI Listing Regulations, the Audit Committee reviews and approves all RPTs. For transactions of a recurring nature, omnibus approval is obtained annually. Additionally, the Audit Committee receives quarterly updates on all RPTs for its review and noting.

All contracts entered into by the Company with related parties during the financial year were conducted on an arms length basis and in the ordinary course of business, in line with the RPT Policy.

During FY 2024-25, the Company entered into material contracts/arrangements/transactions with related parties within the limits approved by the Members. Since there were no outstanding balances as of March 31, 2025, no disclosure in Form AOC-2, as prescribed under the Act, is necessary. For details on related party disclosures, please refer to note no. 36 and note no. 43 in the Standalone and Consolidated Financial Statements, respectively.

The Company has engaged an independent Chartered Accountant firm to review and confirm that all related party transactions comply with the provisions of the Act and Rules made thereunder and SEBI Listing Regulations. A certificate to this effect is submitted to the Audit Committee on a quarterly basis.

27. Statutory Auditors and their Report

In accordance with Section 139 of the Act, read with the Companies (Audit and Auditors) Rules, 2014, M/s V Sankar Aiyar & Co., Chartered Accountants, were appointed as the Statutory Auditors of the Company for a second term of five years, commencing from the conclusion of the 27^th AGM until the 32^nd AGM of the Company, at a remuneration mutually agreed upon and approved by the Board.

During the year, the Statutory Auditors confirmed their compliance with the independence criteria as prescribed under the Act and the Code of Ethics issued by the Institute of Chartered Accountants of India.

The Statutory Auditors Report is included in this Integrated Annual Report. There were no qualifications, reservations, adverse remarks, or disclaimers in the Statutory Auditors Report.

28. Secretarial Audit and their Report

In accordance with the provisions of Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed M/s Nilesh Shah and Associates, Practicing Company Secretaries, to conduct the Secretarial Audit for FY 2024-25. The Secretarial Audit Report is annexed as Annexure - 4. The Secretarial Auditor has not expressed any qualifications, reservations, or adverse remarks in their Report for the year under review. The Secretarial Auditor has mentioned the following events in their report:

a) Securities and Exchange Board of India (SEBI) had conducted an examination of the Companys role in uploading incorrect Unique Client Code (UCC) data, including Sikkim based clients, on Multi Commodity Exchange of India Ltd (MCX) platform during the period from July 01, 2020 to June 30, 2022. The Company was found to have violated provisions of Clauses A(1), A(2) and A(5) of Code of Conduct under Schedule II, read with Regulation 9(f) of the Securities and Exchange Board of India (Stock Brokers) Regulations, 1992. Further, pursuant to SEBI Adjudication Order No. Order/ BM/DS/2024-25/30602, dated July 30, 2024, Adjudicating officer imposed penalty of Rs. 3,00,000/- under Section 15HB of Securities Exchange Board of India Act, 1992, which the Company has duly paid.

b) In the matter of various inspections conducted for the period beginning April 01, 2022 to July 31, 2022, pursuant to SEBI Adjudication Order No. Order/BM/JR/2024-25/ 30665 dated August 21, 2024, the Adjudicating officer of SEBI held that the Company has violated provisions of SEBI (Stock Broker) Regulations, 1992 ("Brokers Regulations") and various circulars issued therein. A penalty of Rs. 11,00,000/- was imposed under Section 15HB of Securities Exchange Board of India Act, 1992 and Section 23H of the Securities Contracts (Regulation) Act, 1956, which the Company has duly paid.

c) During an inspection of its Merchant Banking activities, the Company received an administrative warning from SEBI for non-compliance with certain provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and SEBI (Issue and Listing of Non- Convertible Securities), Regulations, 2021 read with the Securities and Exchange Board of India (Merchant Bankers) Regulation, 1992 for not exercising due diligence and independent professional judgment while undertaking certain assignments as Book Running Lead Manager and has not disclosed individual break up of issue related expenses and timelines for payment of fees to each intermediary in the Offer Documents.

Management Response:

a) As per the SEBI Adjudication Order/BM/ DS/2024-25/30602 dated July 30, 2024 discrepancies were rectified upon identification of the issue by MCX and checks have been put in place to ensure that such discrepancies do not recur. For the current violations the Company has paid the penalty of Rs. 300,000/-.

b) Based on the findings of SEBI, the Company submitted its response that the said observations were mere technical and procedural in nature and the Company has already taken the necessary steps to further strengthen its processes. For the current violations the Company has paid the penalty of Rs. 11,00,000/-.

c) The Company has taken note of the same and shall adhere to SEBI Regulations, as applicable.

Further, in accordance with Regulation 24A of the SEBI Listing Regulations, the Secretarial Audit Report for the material unlisted subsidiary of the Company, IIFL Facilities Services Limited, for FY 2024-25 is annexed as Annexure-5.

29. Maintenance of cost records

The maintenance of cost records for the services rendered by the Company is not applicable, as per Section 148(1) of the Act read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014.

30. Reporting of frauds by Auditors

During FY 2024-25, the Statutory Auditors of the Company have not reported any instance of fraud committed within the Company by its officers or employees to the Audit Committee/ Board under Section 143(12) of the Act, read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014 other than those reportable to the Central Government.

31. Annual return

Pursuant to Section 134(3)(a) and Section 92(3) of the Act, read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, as amended from time to time, the Annual Return of the Company in Form MGT-7 for FY 2024-25 is available on the Companys website at https://www.iiflcapital.com/investor-relations/financials.

32. Significant and material order passed by the Regulators or Court or Tribunals

There were no significant or material orders passed by any Regulators, Courts, or Tribunals during the year that would impact the going-concern status of the Company or its future operations.

33. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

a) Energy conservation

As the Company is primarily engaged in providing financial services, the information related to conservation of energy, as required under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is not applicable. However, the initiatives undertaken by the Company towards energy management are detailed in the Business Responsibility and Sustainability Report, which forms part of this Integrated Annual Report.

b) Technology absorption

The Company keeps itself abreast of the technological advancements in the industry and has adopted the best in class technology across business, operations and functions. The Company is accelerating the technology and digital transformation on continuous basis. It stays invested in creating a seamless digital and customer experience across digital touchpoints. Your Companys focused approach is to keep on enhancing its in-house tech capabilities. Moreover, your Company periodically introduces enhanced features to provide rich and seamless trading experience to its customers. Your Company has enhanced IT Disaster Recovery readiness for ensuring resilience and high uptime.

c) Foreign exchange earnings and outgo

The details of foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, are as follows:

(H in Million)

Particular	FY 2024-25	FY 2023-24
Earning in Foreign Currency	336	599
Expenses in Foreign Currency	403	321

34. Whistle Blower Policy/Vigil Mechanism

In accordance with Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 22 of the SEBI Listing Regulations, the Company has implemented a Whistle Blower Policy and established a vigil mechanism. This mechanism allows Directors, employees, and stakeholders to report any genuine concerns or grievances regarding unethical behavior, suspected fraud, or violations of the Companys Code of Ethics & Conduct. The Vigil Mechanism ensures adequate safeguards against victimization for those who use it and provides for direct access to the Chairperson of the Audit Committee in exceptional cases. For further details, please refer to the Report on Corporate Governance, which forms part of this Integrated Annual Report. The Policy is also available on the Companys website at https://files.iiflcapital.com/ assets/Whistle_Blower_Policy_21_6845f5e625.pdf

35. Corporate Governance

A Report on Corporate Governance, along with a certificate from the Secretarial Auditor of the Company confirming compliance with the corporate governance requirements as per Regulation 34 of the SEBI Listing Regulations, forms part of this Integrated Annual Report.

36. Directors Responsibility Statement:

In compliance with Section 134(5) of the Act, the Directors of your Company, to the best of their knowledge and ability, confirm that:

a) the applicable accounting standards have been followed in the preparation of the annual accounts and that there are no material departures;

b) such accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for the year ended on that date;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

d) the annual accounts have been prepared on a ‘going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

37. Other disclosures

As no application has been made under the Insolvency and Bankruptcy Code, 2016, the requirement to disclose details of any application made or proceedings pending under the Code, along with their status as of the end of the financial year, is not applicable.

The requirement to disclose the difference between the valuation done at the time of a one-time settlement and the valuation done when taking loans from Banks or Financial Institutions, along with the reasons, is not applicable.

The requirement to disclose details regarding the nonexercising of voting rights in respect of shares purchased directly by employees under a scheme, pursuant to Section 67(3) of the Act read with Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014, is also not applicable.

The Company has not accepted or renewed any deposits as per the provisions of Section 73 of the Act and the rules made thereunder. Therefore, no principal or interest amount was outstanding as of the Balance Sheet date.

38. Appreciation

Your Directors wish to place on record their deep sense of acknowledgement and appreciation for the dedication, hard work, and commitment demonstrated by the employees at all levels. Their relentless efforts have been instrumental in driving the Companys sustained growth and success.

Your Directors also express their heartfelt gratitude to the Companys esteemed stakeholders—including customers, bankers, shareholders, business partners, regulators, and the communities—for their continued support and trust.

	For and on behalf of the Board
	Rekha Gopal Warriar
Date: July 28, 2025	Chairperson and Independent Director
Place: Mumbai	DIN: 08152356