India Finsec Ltd Directors Report

To,

The Members,

Your Directors are pleased to present the Company?s 31^st Annual Report on the business & operations of the Company and Audited Statement of Accounts Statements (Standalone & Consolidated)for the year ended 31^st March 2025 along with the Auditor?s Report thereon.

COMPANY BACKGROUND

India Finsec Limited ("the Company") is a RBI registered Non-Banking Financial Company ("NBFC"). The registered office of the Company is situated at D-16, First Floor, Above ICICI Bank, Prashant Vihar, Sector-14, Rohini, Delhi-110085. The Company was incorporated on August 10, 1994. The Company has its Equity Shares listed at BSE Limited.

FINANCIAL PERFORMANCE

Particulars	Financial year ended (Rs. In ‘000?)
	Standalone	Consolidated
	March 31, 2025	March 31, 2024	March 31, 2025	March 31, 2024
Total Income	7,786.71	4,116.80	7,19,232.61	6,41,370.79
Total Expenditure	7,160.29	3,836.56	4,79,413.81	4,80,590.36
Profit/(Loss) before tax	626.42	280.23	2,39,818.80	1,60,780.44
Profit/(Loss) after tax	10.94	200.94	1,81,286.85	1,21,714.17
Paid- up Share Capital	2,91,917.15	249,417.15	2,91,917.15	2,49,417.15

STATE OF COMPANY?S AFFAIRS/BUSINESS OVERVIEW

During the year, the Company is engaged primarily in the business of advancing loans and investing. The company?s business at the end of the year is now similar to that of a Core Investment Company (CIC).

During the financial year 2024-25, total revenue on standalone basis has been increased to Rs. 77,86,710/- as against Rs. 41,16,800/- in the previous year registering a growth of 89.14%. However, the group registered a net profit of Rs. 10,940/- in current year as against a net profit of Rs. 2,00,940/- in the previous year.

On a consolidated basis, the group achieved revenue of Rs. 71,92,32,610/- as against Rs. 64,13,70,790/- during the previous year, registering a growth of 12.14%. The Profit after Tax for the current year is Rs.18,12,86,850/-as against the previous year profit of Rs. 12,17,14,170/-.

DIVIDEND

During the year under review the Board of Directors has not recommended any dividend on equity shares of the Company.

TRANSFER TO RESERVES

In terms of Section 45-IC of the RBI Act 1934, the Company registered as NBFC with RBI is required to transfer at least 20% of its Profit after tax to a Reserve Fund before dividend is declared. As at the year end, an amount of Rs. 2,190/- has transferred to the Reserve Fund.

CHANGES IN THE NATURE OF BUSINESS

The Company is engaged primarily in the business of advancing loans and investing.

The Board of Directors, at its meeting held on 15th April, 2025, approved the surrender of the Certificate of Registration (CoR) granted by the Reserve Bank of India (RBI) for carrying on the business of a Non-Banking Financial Company Investment and Credit Company (NBFC-ICC). In line with this decision, the Company has submitted the requisite application to the RBI for cancellation of its registration.

Details of the Certificate of Registration are as follows: Registration No.: B-14.00127 Date of Issue: 09.03.2012

Category: NBFC Investment and Credit Company (NBFC-ICC)

This strategic move was undertaken to facilitate the restructuring of the group?s financial services operations, specifically to enable the conversion of IFL Finance Limited (formerly known as IFL Housing Finance Limited), a subsidiary of the Company, from a Housing Finance Company (HFC) to a Non-Banking Financial Company Investment and Credit Company (NBFC-ICC). The conversion has been successfully completed, and the RBI has issued a fresh Certificate of Registration to the subsidiary dated 26th June, 2025, confirming its new status as an NBFC-ICC.

Following the approval and cancellation of the CoR by the RBI, India Finsec Limited will operate as an unregistered Core Investment Company (CIC), in compliance with applicable RBI guidelines. The Company meets the prescribed eligibility criteria for operating as an unregistered

CIC. This realignment is part of the Company?s broader strategic initiative to optimise its group structure and focus on core investment activities.

MATERIAL CHANGES AND COMMITMENTS

There has been no material change affecting the financial position of the Company between the close of the financial year and the date of this report. However, a significant corporate development has occurred. The Company has submitted an application to the Reserve Bank of India (RBI) for the surrender of its Certificate of Registration (CoR) as a Non-Banking Financial Company Investment and Credit Company (NBFC-ICC). This step was taken to facilitate the conversion of its subsidiary, IFL Finance Limited (formerly known as IFL Housing Finance Limited), from a Housing Finance Company (HFC) to an NBFC-ICC.

The conversion of the subsidiary has since been successfully completed, and the RBI has issued a fresh Certificate of Registration dated 26th June, 2025, reflecting its status as an NBFC-ICC.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company?s internal financial controls were adequate and effective during the financial year 2024-25.The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT, 2013

The Company has not accepted any deposits from the public under Chapter V of the Act, and as such, no principal or interest was outstanding as of the balance sheet date.

STATUTORY AUDITOR

The members of the Company at their 28^th Annual General Meeting held on 30^th September, 2022, approved the appointment of M/s. Ajay Rattan & Co., Chartered Accountants (Firm Registration Number: 012063N) as the Statutory Auditors of the Company, to hold office from the conclusion of the 28^th Annual General Meeting until the conclusion of the 33^rdAnnual General Meeting of the Company to be held in the year 2027.

Auditor?s Report

The Auditor?s Report for Financial Year Ended March 31, 2025 is unmodified i.e. does not contain any qualification, reservation or adverse remarks. All Observations made in the

Independent Auditors? Report and Notes forming part of the Financial Statements are self-explanatory and do not call for any further comments and also, there is no incident of fraud requiring reporting by the auditors under section 143(12) of the Companies Act, 2013 during the year. The Auditor?s report is enclosed with the financial statements in this Annual Report.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI Listing Regulations, the Company had appointed Mrs. Sarita Singh, Proprietor of M/s Sarita Singh & Associates, (Membership No.: A55937; Certificate of Practice No.: 24682) to undertake the Secretarial Audit of the Company for FY 2024-25.

Further, in terms of the provisions of the Circular No. CIR/CFD/CMD1/27/2019 dated February

8, 2019 issued by SEBI, Mrs. Sarita Singh issued the Annual Secretarial Compliance Report, confirming compliance by the Company of the applicable SEBI Regulations and circulars / guidelines issued thereunder.

The Secretarial Audit Report is appended as Annexure- III to this Report.

Secretarial Audit Report of Subsidiary Company

The Secretarial Audit Report of M/s IFL Finance Limited (Formerly known as IFL Housing Finance Limited), subsidiary of India Finsec Limited, for the financial year ended March 31, 2025 does not contain any qualification, reservation or adverse remark. A copy of Secretarial Audit Report as provided by Company Secretary in Practice has been annexed with the Report.

(Annexure-IV).

INTERNAL AUDITOR

Pursuant to provisions of Section 138 read with rules made there under, the Board has appointed M/s Himanshu Sunil & Associates, Chartered Accountants, as an Internal Auditor of the Company, to check the internal controls and functioning of the activities of the Company and also recommends way of improvement. They have provided Internal Audit Report of the Company for the financial year ended March 31, 2025. The Internal audit is carried out yearly basis and the report is placed in the Audit Committee Meeting and Board Meeting for their consideration and direction. The Report does not contain any qualification, observation, reservation, adverse remark or disclaimer.

MAINTENANCE OF COST RECORDS

The Central Government has not specified maintenance of cost records, for any of the products of the Company, under section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014.

SHARE CAPITAL

As on 31^st March, 2025, the Authorised share capital of the Company was Rs. 30,00,00,000 and the paid up equity share capital was Rs. 29,19,17,150/-. During the year under review:

A. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any equity shares with differential rights so no disclosure is required as per Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014.

B. ISSUE OF SWEAT EQUITY SHARES

The Company has not issued sweat equity shares, so no disclosure is required as per Rule 8(13) of the Companies (Share Capital and Debentures) Rules 2014.

C. ISSUE OF EMPLOYEE STOCK OPTIONS

The Company has not issued employee stock options, so no disclosure is required as per Rule 12(9) of the Companies (Share Capital and Debentures) Rules 2014.

D. PROVISION OF MONEY BY COMPANY FOR PURCHASE OF ITS OWN

SHARE BY EMPLOYEES OR BY TRUSTEE FOR THE BENEFIT OF EMPLOYEES

The Company has not made any provision for purchase of its own share by employees or by trustee for the benefit of employees so no disclosure is required as per Rule 16(4) of the Companies (Share Capital and Debentures) Rules 2014.

E. ISSUE OF SHARES ON PREFERENTIAL BASIS

The Company allotted 42,50,000 equity shares on a preferential basis pursuant to the conversion of convertible warrants in its Board meeting held on 14th February 2025. The allotment was made to the following allottees as detailed below:

Sr. No. Name of Allotees	Category (Promoter/ Non Promoter)	No. of warrants allotted	No. of warrants applied for conversion	No. of equity shares allotted	No. of warrants pending for conversion
1. Ms. Ganga Devi Bansal	Promoter Group	375000	375000	375000	Nil
2. Ms. Nidhi Bansal	Promoter Group	500000	500000	500000	Nil
3. Mr. Arvind Kumar	Promoter Group	375000	375000	375000	Nil
4. Escorp Asset Management Limited	Public	2000000	2000000	2000000	Nil
5. Overskud Multi Asset Management Private Limited	Public	625000	625000	625000	Nil
6. Ms. Charu Goyal	Public	375000	375000	375000	Nil
Total	4250000	4250000	4250000	4250000

The equity shares were issued at a price of 80 per share, comprising a face value of 10 and a share premium of 70 per share. This issue price was higher than the minimum price of 78.52 per share, as determined by the valuation report.

The valuation was conducted by Mr. Ajay Kumar Sukhadiya, a registered valuer holding IBBI Registration No.: IBBI/RV/06/2020/12814, who was duly appointed by the Board for this purpose.

LISTING FEES

The Company has paid the Annual Listing Fees to the Bombay Stock Exchange Limited (BSE) for the financial year 2024-25.

ANNUAL RETURN

The Annual Return in Form MGT-7 as required under Section 92(3) of the Act shall be hosted on the website of the Company viz.www.indiafinsec.in.

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

The details of conservation of energy, technology absorption, foreign exchange and outgo are as follows:

A. CONSERVATION OF ENERGY

Company is not engaged in any manufacturing or processing activity, as such particulars required to be given in terms of Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, regarding conservation of energy are not applicable.

B. TECHNOLOGY ABSORPTION

Company is not engaged in any manufacturing or processing activity, as such particulars required to be given in terms of Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, regarding Technology absorption are not applicable.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

There has been no expenditure and/or earning in foreign exchange.

POLICIES

There are following policies during the financial year 2024-25:

Policy on Preservation of Documents and Archives Management as per Regulation 9 and 30(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Policy for Disclosure of events/ information and Determination of materiality as per Regulation 30(4)(ii) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Policy on Materiality of Related Party Transactions as per Regulation 23(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Risk Management Policy Policy for determining ‘material? subsidiaries as per Regulation 16(1)(c) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015. Board Diversity Policy Code of Conduct and Terms & Conditions of Independent Director Code of Conduct for Board Members and Senior Management Personnel Nomination and Remuneration Policy

Such Policies are available on the website of the Company i.e. https://www.indiafinsec.in/investors-info/.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED

During the financial year 2024-25, no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company?s operations in future.

FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12), OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT.

The Statutory Auditors have not reported any incident of fraud to the Board of Directors of the Company.

DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

As Company has not done any one time settlement during the year under review hence no disclosure is required.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility is not applicable to the company as company is not falling in the criteria of the CSR as mentioned in Section 135 read with respective rules of the Companies Act, 2013.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the Company was duly constituted in accordance with the provisions of the Companies Act, 2013. As on March 31, 2025, the Board of Director?s consists of the following members:

S. No. Name of Director	Designation	DIN	Date of Appointment
1 Mr. Gopal Bansal	Managing Director	01246420	20.04.2012
2 Mr. Mukesh Sharma	Director	00274217	18.12.2006
3 Mr. Amit Kumar Agarwal	Independent Director	08768575	06.07.2020
4 Ms. Purva Mangal	Independent Director	02816099	22.03.2025
5 Mr. Devi Dass Agarwal	Independent Director	09152596	01.07.2021

A. DIRECTORS

Directors retiring by rotation

Pursuant to the provisions of Section 152 (6) of the Companies Act, 2013 and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification or re-enactment thereof for the time being in force) Mr. Mukesh Sharma (DIN: 00274217) Director of the Company is liable to retire by rotation at the ensuing AGM and being eligible to offers himself for reappointment.

Changes in directorate

a) Ms. Himanshi Kashyap (DIN: 07681277) has resigned as an independent director from the Board of the Company with effect from 18^th September, 2024.

b) Mrs. Purva Mangal (DIN: 02816099) resigned from the position of Independent Director on the Board of the Company with effect from 31st January, 2025. Subsequently, she was appointed as an Additional Director (Non-Executive & Independent) by the Board of Directors at its meeting held on 22nd March, 2025, subject to the approval of the shareholders at the ensuing General Meeting.

B. CHIEF FINANCIAL OFFICER

There is no appointment, resignation or any other changes in the position of the Chief Financial Officer of the Company.

C. COMPANY SECRETARY & COMPLIANCE OFFICER

There is change in Company Secretary & Compliance Officer during the year under review.

Ms. Varsha Bharti resigned from the position of Company Secretary and Compliance Officer with effect from 17th July, 2024.

Subsequently, Ms. Shivani Jindal was appointed as the Company Secretary (Key Managerial Personnel) with effect from 10th September, 2024. However, Ms. Shivani Jindal tendered her resignation from the post of Company Secretary and Compliance Officer with effect from 6th November, 2024, citing the provisions of Para 97 of the Master Direction Reserve Bank of India (Non-Banking Financial Company Scale Based Regulation) Directions, 2023, which restricts the same individual from holding the position of Key Managerial Personnel in both the Holding and Subsidiary Company.

Thereafter, Mr. Rahul was appointed as the Company Secretary (Key Managerial Personnel) with effect from 5th February, 2025

DECLARATION BY THE INDEPENDENT DIRECTORS

All Independent Directors have submitted the declaration of independence, pursuant to the provisions of Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, stating that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulations 16(1)(b) of the SEBI Listing Regulations and they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his/her ability to discharge his/ her duties with an objective independent judgment and without any external influence.

FAMILIARIZATION PROGRAMME

The Company has familiarized the Independent Directors with the Company, their roles, responsibilities in the Company, nature of industry in which the Company operates, business model of the Company, etc. The details relating to the familiarization programme are available on the website of the Company at www.indiafinsec.com.

FIT AND PROPER CRITERIA & CODE OF CONDUCT

All the Directors meet the fit and proper criteria stipulated by RBI. All the Directors and Senior Management of the Company have affirmed compliance with the Code of Conduct of the Company.

PERFORMANCE EVALUATION

The Board of Directors has carried out the Annual Performance Evaluation of its own, Committees of Board of Directors and Individual Directors pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The performance of the Board was evaluated by the Board, after seeking inputs from all Directors on the basis of the criteria such as Board composition and structures, effectiveness of Board processes, information and functioning etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of Committees, effectiveness of Committee meetings etc. The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as contribution of the Individual Director to the Board and Committee meetings. Also in a separate meeting of Independent Directors, performance of Non-Independent Directors, Board as a whole and the Chairman were evaluated, taking into account the views of Executive Directors and Non-Executive Directors. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors duly met 21 (Twenty One) times during the year, in respect of which notices were given and the proceedings were recorded and signed. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.The details of Board meetings and the attendance of Directors in such meetings are given in the Corporate Governance Report forming part of this Annual Report.

COMMITTEES AND THEIR MEETINGS

AUDIT COMMITTEE

The Company has an Audit Committee comprising Mr. Amit Kumar Agarwal (Independent Director), Mr. Devi Dass Agarwal (Independent Director), Mr. Gopal Bansal (Managing Director) and Mr. Rahul (Secretary of the Audit Committee as on March 31, 2025.

During the year under review, the Audit Committee was reconstituted due to the resignation of Mrs. Purva Mangal (DIN: 02816099), Independent Director of the Company, and the subsequent appointment of Mr. Devi Dass Agarwal in her place.

The terms of reference of the Audit Committee inter-alia include overseeing financial reporting process, reviewing the financial statements and recommending appointment of Auditors. All the recommendations made by Audit Committee were accepted.The details of the Audit Committee and the attendance of its members are provided in the Corporate Governance Report.

During the year 7 (Seven) Audit Committee Meetings were held.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

The Company has a well framed vigil mechanism/whistle blower policy for its directors and employees. The company believes on the honesty, integrity, ethics, transparency and good conduct for its professional environment and provides such kind of environment to its employees and directors and always encourages its team to follow such standards in their activities. The directors, employees and other team members are free to report on the issues which require genuine concern. An Audit Committee of the Board of directors has the responsibility to review the functioning of vigil mechanism and the same has been performed by the committee periodically. This Vigil mechanism/Whistle Blower policy is posted on the website on http://www.indiafinsec.in/.

NOMINATION AND REMUNERATION COMMITTEE

The Company has a Nomination & Remuneration Committee of Directors in compliance with provisions of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee?s scope of work includes nominate the directors as per their qualifications, experience and positive attributes, deciding on remuneration and policy matters related to remunerations of Directors and laying guidelines for remuneration package or compensation.

The Committee as on March 31, 2025 comprises of Mr. Amit Kumar Agarwal (Independent Director), Mr. Devi Dass Agarwal (Independent Director) and Mr. Mukesh Sharma (Non-Executive Director). During the year under review, the Nomination & Remuneration Committee was reconstituted due to the resignation of Mrs. Purva Mangal (DIN: 02816099), Independent Director of the Company, and the subsequent appointment of Mr. Devi Dass Agarwal in her place.

The details of the Nomination and Remuneration Committee and the attendance of its members are provided in the Corporate Governance Report. During the year 3 (Three) Nomination and Remuneration committee Meetings were held.

NOMINATION AND REMUNERATION POLICY

The policy of the Company on Directors? Appointment and Remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub-section (3) of Section 178 of the Companies Act, 2013 is placed on the website of the Company i.e. www.indiafinsec.in and the details of Nomination and Remuneration Policy are covered in the Corporate Governance Report. It is hereby affirmed that the remuneration paid is as per Remuneration Policy of the Company. The Nomination & Remuneration Policy is attached with this report as an Annexure-V.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has a Stakeholder Relationship Committee of directors to look into the redressal of complaints of investors such as transfer or credit of shares, non-receipt of dividend/notices/annual reports, etc. The Committee as on March 31, 2025 comprises of Mr. Amit Kumar Agarwal (Independent Director), Mr. Devi Dass Agarwal (Independent Director) and Mr. Gopal Bansal (Managing Director).The details of the Stakeholders Relationship Committee and the attendance of its members are provided in the Corporate Governance Report.

During the year under review, the Stakeholder Relationship Committee was reconstituted due to the resignation of Mrs. Purva Mangal (DIN: 02816099), Independent Director of the Company, and the subsequent appointment of Mr. Devi Dass Agarwal in her place. During the year 1(One) Stakeholders Relationship Committee Meeting was held.

RISK MANAGEMENT COMMITTEE

The Board of Directors has constituted a Risk Management Committee to minimize or mitigate the risk involved in the business activities of the Company.

The Committee as on March 31, 2025 comprises of Mr. Amit Kumar Agarwal (Independent Director), Ms. Devi Dass Agarwal (Independent Director) and Mr. Gopal Bansal (Managing Director).The details of the Risk Management Committee and the attendance of its members are provided in the Corporate Governance Report.

During the year under review, the Risk Management Committee was reconstituted due to the resignation of Mrs. Purva Mangal (DIN: 02816099), Independent Director of the Company, and the subsequent appointment of Mr. Devi Dass Agarwal in her place

During the year 2 (Two) Risk Management Committee Meetings were held.

RISK MANAGEMENT POLICY

In accordance with Regulation 17(9) of the SEBI (LODR) Regulations, 2015 and Section 134(3) of the Companies Act, 2013, the board members were informed that the Company has a robust Risk Management framework to identify, measure and mitigate business risks and opportunities. This framework seeks to create transparency, minimise adverse impact on the business objective and enhance the Companys competitive advantage. This risk framework thus helps in managing market, credit and operations risks and quantifies exposure and potential impact at a Company level.

DETAILS OF SUBSIDIARY/JOINT VENTURE/ ASSOCIATE COMPANIES

During the year under review, we have one subsidiary company i.e. "IFL Finance Limited". In accordance with Section 129(3) we have prepared the consolidated financial statements of the Company which forms part of this Annual Report.

Change in name of subsidiary company

The name of the Company?s subsidiary, IFL Housing Finance Limited, was changed to IFL Finance Limited, effective 08th April, 2025, following approval from the Registrar of Companies.

This change was undertaken as part of a strategic initiative to facilitate the conversion of the subsidiary from a Housing Finance Company (HFC) registered with the National Housing Bank to a Non-Banking Financial Company Investment and Credit Company (NBFC-ICC), in line with applicable regulatory guidelines issued by the Reserve Bank of India.

The conversion process has been successfully completed, and the RBI has issued a Certificate of Registration dated 26th June, 2025, reflecting the subsidiary?s new status as an NBFC-ICC.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The performance and financial position of "IFL Finance Limited" (Subsidiary) for the financial year 2024-25 are mentioned below:

During the year, IFL Finance Limited reported revenue of Rs.7137.08 Lakhs and profit after tax of Rs. 1812.75 Lakhs as compared to revenue of Rs. 6377.54 Lakhs and profit after tax of Rs. 1215.15 Lakhs in the last year.

The Particulars of Subsidiaries, Associates and Joint Ventures read with Companies (Accounts) Rules, 2014 are attached herewith in Form AOC 1 as Annexure-I.

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS

Loans, Guarantees and Investments covered under section 186 of the Companies Act, 2013 form part of the notes to the financial statement provided in this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGMENTS WITH RELATED PARTIES

The Company has entered into any contract and arrangements with related party and complied with the provisions of section 188 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details of Such Contracts and Arrangements are enclosed as Annexure-II in Form AOC-2.

The policy on Related Party Transactions is displayed on the website of the Company and the web link is http://www.indiafinsec.in/investors-info/.

CORPORATE GOVERNANCE CERTIFICATE

The Company believes that the essence of Corporate Governance lies in the phrase "Your Company". It is "Your" Company because it belongs to you "the Shareholders". The Chairperson and Directors are "Your" fiduciaries and trustees. Their objective is to take the business forward in such a way that it maximizes "Your" long term value. Besides adhering to the prescribed

Corporate Governance practices as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company also endeavors to share information with its stakeholders openly and transparently on matters which have a bearing on its economic and reputational interest. The Corporate Governance Report is a part of this Annual report.

A certificate from M/s Sarita Singh & Associates, Practicing Company Secretaries confirming Compliance to the conditions of Corporate Governance as stipulated under Para E Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed to this Annual Report.

PARTICULARS OF EMPLOYEES

None of the employees of the Company were in receipt of remuneration in excess of limits as prescribed under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are mentioned below:

(A) Information as per Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016

1. Remuneration of each Director and Key Managerial Personnel (KMP) along with particulars of increase in remuneration during the financial year, Ratio of remuneration of Directors to the Median Remuneration of employees.

Name of the Director/ and KMP	Designation	Remuneration (Rs. in Lac) 2024-25	Increase (%)	Ratio of Director?s Remuneration to Median remuneration including Managing Director
Mr. Gopal Bansal	Managing Director	0.00	Nil	0
Mr. Manoj Kumar Gupta	CFO	12.89	0.00	1.86
Mr. Mukesh Sharma	Director	0.00	0.00	0.00
Ms. Himanshi kashyap	Director	0.00	0.00	0.00
Mrs. Purva Mangal	Director	0.00	0.00	0.00
Mr. Rahul	Company Secretary	0.94	0.00	0.14

# No other directors are in receipt of remuneration except sitting fees.

2. Median remuneration of employees of the Company including Managing Director Rs.6,92,190/-for the financial year 2024-25.

3. The Percentage increase in median remuneration of employees (including Managing Director) is Nil.

4. Number of permanent employees on the rolls of the Company: 2 (As at March 31, 2025).

5. Affirmation Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016, it is affirmed that the remuneration paid to the Directors, Key Managerial Personnel is as per the remuneration policy of the Company.

(B) Statement of particulars of employees pursuant to Rule 5((2) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 N.A.

(C) Statement of particulars of employees pursuant to Rule 5(3) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014- N.A.

PREVENTION OF SEXUAL HARRASEMENT OF WOMEN AT WORKPLACE

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

During the year under review: a. Number of complaints of sexual harassment received: Nil b. Number of complaints disposed of during the year: Nil c. Number of cases pending for more than ninety days: Nil

DIRECTOR?S RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (3) & (5) of the Act, the Board of Directors confirms that, to the best of its knowledge and belief:

1) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2) 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 at March 31, 2025 and of the profit of the Company for that period;

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

4) the Directors have prepared the annual accounts on a going concern basis;

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

6) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws including applicable secretarial standards and that such systems were adequate and operating effectively.

PREVENTION OF INSIDER TRADING

The Company has a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and certain designated employees of the Company. The Code requires pre-clearance for dealing in the Company?s shares and prohibits the purchase or sale of

Company shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

CODE OF CONDUCT

The Board of Directors has laid down the Code of Conduct which is applicable to members of the Board and all employees in the course of day to day business operations of the company. The

Code has been placed on the Company?s website www.indiafinsec.com. The Code lays down the standard procedure of business conduct which is expected to be followed by the directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

MATERNITY BENEFIT ACT

During the year under review, company has complied with all applicable provisions of the Maternity Benefit Act, 1961, as amended from time to time

PRUDENTIAL NORMS & DIRECTIONS OF RBI FOR NBFCS

Your company has complied with all the requirements prescribed by the Reserve Bank of India and has filed the required returns.

DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTOR INTER SE

None of the Directors are related to each other.

CAUTIONARY NOTE

The statements forming part of the Board?s Report may contain certain forward looking remarks within the meaning of applicable securities laws and regulations. Many factors could cause the actual results, performances or achievements of the Company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements.

SECRETARIAL STANDARDS

The Company complies with all applicable secretarial standards.

ACKNOWLEDGEMENT

The Directors express their sincere gratitude to the Reserve Bank of India, Securities and Exchange Board of India, BSE Limited, Ministry of Corporate Affairs, Registrar of Companies, other government and regulatory authorities, lenders, financial institutions and the Company?s bankers for the ongoing support extended by them. The Directors also place on record their sincere appreciation for the continued support extended by the Company?s stakeholders and trust reposed by them in the Company. The Directors sincerely appreciate the commitment displayed by the employees of the Company and its subsidiaries across all levels, resulting in successful performance during the year