india infolinecom distribution company ltd Directors report

Dear Stakeholders,

The Directors are pleased to present the Twenty-Eighth Annual Report of IIFL Securities Limited (‘the Company or Our‘ Company or ‘IIFL Securities) along with the audited financial statements for the Financial Year (FY) ended

March 31, 2023.

1. Company Overview

IIFL Securities is one of the largest independent full-service broking house providing diversified financial services and product distribution and is also a SEBI registered Merchant Banker.

The Companys retail brokerage and financial product distribution businesses comprises equity, commodities and currency broking, depository participant services, distribution of mutual funds, bonds, portfolio management services (PMS), alternative investment funds (AIFs) and other investment products. These services and offerings do not just enable customers to access the Indian financial capital markets but also provide an integrated interface that allows them to track various portfolio parameters, including the performance of their investments.

The Companys mobile trading app ‘IIFL Markets is rated 4.4 on Android and iOS and had over 10.8 million downloads in FY 2022-23 (versus 9.4 million in FY 2021-22). 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.

The Company forms one of the major institutional broking franchises in India with robust research capabilities. During the year, the research team covers 262+ stocks across a wide range of sectors and market caps. As of March 31, 2023, the combined market cap of stocks under our coverage was about USD 2.4 trillion. The Company also provides Investment Banking services to corporate and institutional clients and has evolved as a leading domestic investment banker in recent years, engaging in a number of significant Initial Public Offerings (IPOs) and Qualified InstitutionalPlacements (QIPs).

IIFL Securities is well-placed as a prominent name in the industry backed by end-to-end technology platforms, experienced management and vast network of branches across the country. With complete investment planning and quality offerings, the Company continuously strives to deliver more value to its customers.

2. Financial summary and highlights

A summary of the Companys financial performance for FY ended March 31, 2023, is as under

in Million

Particulars	Standalone		Consolidated
	FY 2022-23	FY 2021-22	FY 2022-23	FY 2021-22
Gross income	12,690.31	11,505.20	13,703.85	13,164.11
Profit/(loss) before Depreciation and Tax	4,265.36	4,230.79	4,077.09	4,654.14
Depreciation	(599.89)	(643.09)	(668.36)	(634.56)
Profit/(loss) before tax	3,665.47	3,587.70	3,408.73	4,019.58
Share of Profit/(loss) of associates and joint venture companies	-	-	-	1.45
Provision for Tax	(831.16)	(746.58)	(910.63)	(962.72)
Non-controlling interest	-	-	3.47	2.26
Profit/(loss) after Tax	2,834.31	2,841.12	2,501.57	3,060.57
Balance brought forward from previous year	6,953.08	5,023.54	8,816.45	6,667.30
Appropriation towards dividend paid	(914.56)	(911.58)	(914.56)	(911.58)
Other addition(s)	-	-	-	0.16
Surplus carried forward	8,872.83	6,953.08	10,403.46	8,816.45
Earning Per share on equity share of 2/- each
Basic (in )	9.31	9.37	8.22	10.09
Diluted (in )	9.24	9.23	8.16	9.94

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 our Company.

Our Companys consolidated revenue was 13,704 million as against 13,164 million in FY 2021-22, an increase of 4 % YoY. The Company earned a net profit after tax (TCI) of 2,480 million versus 3,057 million in FY 2021-22, registering a YoY decline of 19%.

I. Broking and Distribution

During the year, the average daily market turnover (including F&O) for the broking business was 1,536 Billion (BSE + NSE), up 95% YoY, and the share of daily cash and total turnover stood at 2.97% (NSE) and 1.00% (NSE), respectively.

Broking revenue stood at 6,435 million, up 12% on a YoY basis.

Our distribution segment, mainly insurance, AIF and PMS gained good traction during the year. Insurance premiums stood at 2,788 million, grew 48% on a YoY basis. AIF AUM increased from 24.0 billion in FY22 to 31.6 billion in FY23 increased by 32% and PMS AUM increased from 11.2 billion in FY22 to 15.6 billion in FY23 increased by 39% on YoY basis. These segments hold immense promise over the long term growth of the business.

II. Investment Banking

This business had a strong run in FY 2022-23, delivering revenues of ~ 1,287 million driven by consistent mandate wins, coupled with high quality and speedy execution, despite a highly volatile market environment. The investment banking division completed 29 transactions including 12 Initial Public Offers, 3 Qualified Institutional

Placements, 6 debt transactions and a number of advisory transactions, buybacks, offer for sale and open offers during the year. The Company has also filed several offer documents for upcoming IPOs and is currently engaged in a number of private equity and other capital market transactions which are in various stages of execution. As always, superior client focus, unbiased advice and consistent performance continue to result in high repeat business – a hallmark of our Companys strategy. Our Company has also expanded the Investment Banking team to capitalise on the market opportunities across Equity Capital Markets and advisory.

4. Dividend

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), our Company has formulated the Dividend Distribution Policy which is available on the The details of unclaimed/unpaid dividends are available on the website of the Company at https://www.indiainfoline. com/securities/corporate-annoucements.php. Pursuant to the provisions of Rule 7 of IEPF Rules, Ms. Meghal Shah, Company Secretary of the Company of is the Nodal Officer for the purposes of verification claims and co-ordination with IEPF Authority under IEPF Rules. Details of the Nodal Officer are available on the website of the Company at www.iiflsecurities.com. Shareholders, whose dividend/shares are transferred to the IEPF, may claim the same by making an application in prescribed form to the IEPF Authority in this regard, details of which are available on www.iepf.gov.in. No claims shall lie against the Company in respect of the dividend/shares so transferred. The members/claimants can file only one consolidated claim in a financial year as per the IEPF Rules.

6. Transfer to reserves

During the year under review, the Company has transferred an amount of 14.52 million to the General Reserve.

7. Deposits

The Company has not accepted /renewed any deposits within the meaning of Section 73 of the Act and the rules made thereunder and, as such, no amount of principal or interest was outstanding, as on the Balance Sheet date.

Financial Year	Date of declaration of dividend	Last date for claiming unpaid dividend
2019-20	February 07, 2020	March 14, 2027
2020-21	March 10, 2021	April 15, 2028
2021-22	January 24, 2022	March 01, 2029
2022-23	January 23, 2023	February 22, 2030

website of the Company at https://www.indiainfoline. com/securities/reports/Dividend_Distribution_Policy.pdf During FY 2022-23, the Board of Directors of ourCompany declared an interim dividend of 3 per equity share (i.e. 150% of the face value of 2 per share) in accordance with the Dividend Distribution Policy of the Company. This led to an outgo of 914.56 million. The sameisconsideredasfinal

5. Transfer of unclaimed/unpaid amounts to the Investor Education and Protection Fund (‘IEPF)

In terms of the provisions of Section 124 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules) and other applicable provisions, all monies remaining unpaid or unclaimed for a period of seven years from the date of transfer to unpaid/unclaimed dividend account, shall be transferred to the IEPF. Information relating to unclaimed dividend and the due dates by which it can be claimed by the shareholders are as under

8. Commercial Paper

During the FY 2022-23, the Company has issued

Commercial Papers (‘CPs) for margin trading facility.

9. Particulars of loans, guarantees or investments

Particulars of loans extended and investments made are given in the notes 6 and 7 of the Standalone Financial Statements, respectively, for the year ended March 31, 2023 forming part of this Integrated Annual Report.

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

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year of the Company to which the financial statements relate till the date of thisReport which could have an impact on our Companys operations or its status in the future.

11. Share Capital

As on March 31, 2023, the issued, subscribed and paid-up equity share capital of the Company stood at 611,057,932 (comprising 305,528,966 equity shares of 2 each). During the year under review, the total paid up equity share capital of the Company changed from 607,872,460/- to 611,057,932/- pursuant to allotment of 1,582,514 equity shares of 2/- each under IIFL Securities Limited Employee Stock Option Scheme(s)- 2018 and 10,222 equity shares of 2 each under IIFL Securities Employees Stock Option 2019-Demerger

Scheme to the eligible employees of the Company and the said equity shares rank pari passu with the existing equity shares from the date of allotment. Further, the Company neither issued equity shares with differential rights as to dividend, voting or otherwise nor any sweat equity shares during the year.

Employees Stock Option Scheme (ESOS)

Our Company has 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

• IIFL Securities Employee Stock Option 2019 -

Demerger Scheme ("ISL Demerger Scheme").

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

As on March 31, 2023, 251,194 options have lapsed under the ISL Demerger Scheme and the same are not available for further grant. The aggregate number of stock options outstanding as on March 31, 2023, are 12,000 under the ISL Demerger Scheme. As on March 31, 2023, 2,348,115 options have lapsed under the IIFL ESOS Scheme -2018 and the same have been added back to the pool and are available for further grant. The aggregate number of stock options outstanding as on March 31, 2023, stood at 9,187,309 under the IIFL

ESOS Scheme- 2018.

There is no material change in the ISL Demerger Scheme and the IIFL ESOS Scheme – 2018 and the same is in compliance with the Securities and Exchange Board of India (Share based Employee Benefits and Sweat

Equity) Regulations, 2021 ("SBEBSE Regulations"). The disclosures relating to ESOPs required to be made under the provisions of the Act and the rules made thereunder and SBEBSE Regulations are provided on the website of the Company at https://www.indiainfoline.com/ securities/financials.php and the same is available for inspection by the members at the registered office of the Company. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary at secretarial@iifl.com, whereupon a copy will be provided.

The relevant disclosures in terms of IND AS 102, relating to share-based payment, forms part of note 32 of the notes to the Standalone Financial Statements and note 41 of the notes to the Consolidated Financial Statements of the Company.

12. Scheme of Arrangement

As part of re-organisation of business, the Board of Directors had approved a Scheme of Arrangement for transfer of IIFL Securities Online Retail Trading

Business (as defined in the Scheme of Arrangement) to the 5paisa Capital Limited ("Resulting Company"), so as to consolidate the said business under one single entity (i.e. the Resulting Company). IIFL Securities and 5paisa Capital Limited are part of common promoter group. As part of the process, IIFL Securities being a Listed Company, as well as, an Intermediary has made applications seeking necessary approvals/ making intimations to the stock exchanges and other concerned regulator/authorities, as per the applicable laws, in relation to the proposed Scheme of Arrangement. The petition with Honble NCLT will be filed thereafter.

13. Environment Social and Governance (ESG)

Globally, the boundaries of ESG performance are evolving and are joining the league of crucial indicators for assessing the holistic development of an organisation. The Companys philosophy is to become a value creating business that upholds highest standards of ethics and transparency. The Company aims to become a sustainable organisation by keeping ESG at its core and continuing to positively impact people, planet and profit.

Towards this, the Company has framed an ESG Policy to align its exercise of independent judgment in the identification of ESG risks and opportunities, incorporating ESG in its business activities, and engaging with all stakeholders (both external and internal). The ESG

Integrated Report 2022-23 65

Policy enshrines the ESG focus area for the Company which includes Environment, Corporate Governance, Customers, Employee, Corporate Social Responsibility and Information and Cyber Security Framework.

The Companys approach to ESG is indistinguishably linked to the core objective of the organisation which is to prioritise the stakeholders and empower them. The Company is taking positive strides in its ESG journey and is guided by its values of fairness, integrity and transparency.

The Companys ESG framework provides the role and responsibilities of the Board of Directors/Board

Committees, ESG Committee and the ESG team towards achieving the objectives of being a sustainable organisation. The Company has also framed various policies against the nine principles as per National Guidelines on Responsible Business Conduct (NGBRCs). The ESG Policy is available at website of the Company at https://www.indiainfoline.com/securities/reports/ ESG_Policy.pdf.

14. Corporate Social Responsibility (CSR)

In accordance with the provisions of Section 135 of the Act and rules made thereunder, our Company has adopted a CSR policy indicating the CSR activities that support will be undertaken by the Company and its subsidiaries. During the year under review the CSR Policy has been amended and is available on the website of the Company at https://www.indiainfoline.com/securities/reports/ IIFL_Securities_CSR_Policy.pdf.

India Infoline Foundation (hereafter referred to as "IIFL Foundation"), a Section-8 Company under the Act and a wholly owned subsidiary of the Company, acts as the principal arm to undertake CSR initiatives on behalf of the Company and its subsidiaries. As per Rule 4(2) of the Companies (Corporate Social Responsibility Policy) Rules, 2014, IIFL Foundation has registered itself with the Central Government by filing the form CSR 1 with the Registrar.

IIFL Foundation through its CSR initiatives addresses 5 thematic areas – Health, Education & Environment, Livelihood and Poverty Alleviation, or HELP. The initiatives undertaken by IIFL Securities, through IIFL

Foundation, during FY 2022-23 include upgrading treatment facilities at government hospitals,construction of science laboratories and sanitation facilities at government schools (rural), support to improve the academic outcome of students from government schools in 5 aspirational districts of Rajasthan, program to build foundational literacy and numeracy skills among females from marginalised and vulnerable communities of Rajasthan, supporting the education of children from slums in Mumbai (urban), a retail sales associate training programme for youths from Kashmir and development of business hub for women to promote entrepreneurship.IIFL Foundations flagship program – Sakhiyon Ki Baadi (SKB), is dedicated to provide foundational literacy and numeracy to out-of-school girls in Rajasthan and facilitate their progression at government schools. IIFL Foundation had conducted an impact assessment of the Sakhiyon Ki Baadi program and the evaluation shows that the said program has helped usher in a positive change in the attitude of the community at large, towards educating females.

5 Aspirational Districts of Rajasthan have been targeted with an aim to improve academic outcome of children enrolled at government schools. For this, IIFL Foundation has partnered with SAMPARK Foundation to execute ‘Smart Shaala program, a long term initiative that engages 4.03 lakh students and 11,820 teachers from 5,910 Government schools.

IIFL Foundation has also chosen the Aspirational District of Kupwara, from the union territory of Jammu and Kashmir, to initiate a retail sales associate program for youth to give them skills in the retail sector and subsequently assist them in pursuing a promising career in the field. Along with classroom training sessions, the students are taken on field visits, allowing for exploration and a wider understanding of the sector. of The initiative is executed with the significant Indian Army officers.

The activities contribute to meet UNs Sustainable Development Goals (SDGs) – Quality Education (SDG 4), Gender Equality (SDG 5), Reduced Inequalities (SDG 10), Good Health & Well-being (SDG 3) and No Poverty (SGD 1).

In compliance with Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted Corporate Social Responsibility (‘CSR) Committee and statutory disclosures with respect to the CSR Committee and Annual Report on CSR Activities is attached as Annexure-1 and forms an integral part of this report. The highlights of the initiatives undertaken by the Company and IIFL Foundation, form part of this Integrated Annual Report.

15. Nomination and Remuneration Policy

The Board of Directors, on recommendation of Nomination and Remuneration Committee, have framed the Nomination and Remuneration Policy which provides the criteria for determining qualifications and positive attributes for appointment of Directors, Key Managerial Personnel (KMP) and Senior Management Personnel and recommend their remuneration to the Board of Directors.

During the year, the Nomination and Remuneration Policy was amended to, inter alia, include applicability of malus and clawback of the remuneration paid in case of any act of gross negligence and breach of integrity by the Director, KMP or Senior Management Personnel or any other employee. The Nomination and Remuneration Policy is attached as Annexure-2 and forms an integral part of this report and is also available on the website of the Company at https://www.indiainfoline.com/securities/reports/IIFL_ Securities_Nomination_and_Remuneration_Policy.pdf.

16. Particulars of employees

The disclosures required under Section 197(12) of theAct read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure-3 and form an integral part of this report. Further, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits as set out in the Rule 5(2) and 5(3) of the aforesaid rules, is maintained and forms part of this report. However,intermsoffirstproviso to Section136(1) of the Act, the Annual Report and Accounts are being sent to the members and others entitled thereto, excluding the aforesaid information. The aforesaid information is available for inspection by the members. Any member interested in obtaining a copy thereof, may write to the Company Secretary at secretarial@iifl.com.

17. Prevention of Sexual Harassment (POSH)

The Company is committed to promote a work environment that is conducive to the professional growth of its women employees and encourages equality of opportunity. IIFL Securities aims to adopt zero tolerance approach against any kind of sexual harassment or discrimination. In compliance with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has formulated and implemented a policy on Prevention of Sexual Harassment at Workplace which aims to provide protection against sexual harassment to women, at the workplace, and prevent and redress complaints of sexual harassment and matters connected therewith and incidental thereto. The said Policy has been uploaded on the internal portal of the Company for information of all employees. Furthermore, the Company has constituted an Internal Complaints Committee (ICC) to consider and resolve all sexual harassment complaints reported by women. The ICC has been constituted as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the Committee includes external members with relevant experience for handling complaints under the said Policy. The Policy includes the scope, complaint mechanism along with contact details of the Committee members for raising any grievance/ complaint under the said Policy. The Company provides mandatory online training on POSH for all employees, including new joinees.

The details of sexual harassment complaints that were filed, disposed off and pending during the financial year are provided in the Business Responsibility and Sustainability Report of this Integrated Annual Report.

18. Subsidiary, Associates and Joint Venture

Companies

As on March 31, 2023, the Company has eleven subsidiaries (including step-down subsidiary) and has no associate and joint venture companies. The following are the subsidiaries located 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)(Formerly IIFL Asset Reconstruction 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^*

Name of the foreign subsidiary

10 IIFL Wealth (UK) Limited^*

11 IIFL Capital Inc.^*

^*Wholly-owned subsidiary

During FY 2022-23, no company has become or ceased to be subsidiary, joint venture or associate company of the Company.IIFL Facilities Services Limited is a material subsidiary of the Company as per Regulation 16 of SEBI Listing Regulations. The Board of Directors of the Company have approved a Policy for determining material subsidiaries which is in line with the SEBI Listing Regulations as amendedfromtimetotime.ThePolicyhasbeenuploaded on the Companys website at https://www.indiainfoline. com/securities/corporate-governance.php. 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 and audited annual accounts of subsidiary companies are available on the Companys website at https://www.indiainfoline.com/securities/financials. php. These documents/details 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, except on Saturdays, Sundays and Public Holidays. The Annual Report of all the subsidiaries will be uploaded on the website of the Company at https://www.indiainfoline.com/securities/ financials.php.

19. Financial performance of the major subsidiary of the Company

The performance in brief of the major subsidiary companies is given hereunder

I. IIFL Facilities Services Limited ("IFSL")

IFSL is engaged into providing office and related infrastructure and facility services catering mainly to group companies and outsiders and allied services. During the FY 2022-23, the total income and total comprehensive income of IFSL stood at 727 million and 263 million as compared to 1,612 million and 462 million in FY 2021-22, respectively.

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

LIBL is registered with Insurance Regulatory Development Authority as Direct Broker for providing insurance broking services. During the

FY 2022-23, the total income and total comprehensive income of LIBL stood at 714 million and 264 million as compared to 516 million and 227 million in FY 2021-22, respectively.

III. Livlong Protection and Wellness Solutions Limited (Formerly IIFL Corporate Services Limited) (Formerly IIFL Asset Reconstruction Limited) (LPWSL)

LPWSL is mainly into solving healthcare need of customers by leveraging technologies. During the FY 2022-23, the total income and total comprehensive loss of LPWSL stood at 267 million and 104 million as compared to 29 million and 51 million in FY 2021-22, respectively.

IV. IIFL Management Services Limited ("IMSL")

IMSL is mainly into providing property advisory, consultancy and is a Manager to Alternate

Investment Fund. During the FY 2022-23, the total income and total comprehensive income/(loss) of IMSL stood at 465 million and ( 259) million as compared to 368 million and 33 million in FY 2021-22, respectively.

V. IIFL Capital Inc. ("IIFL Capital")

IIFL Capital is engaged in the business of Advisor and Financial Services. During the FY 2022-23, the total income and total comprehensive income of IIFL Capital stood at 136 million and 14 million as compared to 114 million and 7 million in FY 2021-22, respectively.

CONSOLIDATED FINANCIAL STATEMENTS

Our Company has, in accordance with Section 129(3) of the Act, prepared the annual consolidated financial statements, consolidating its financials with its subsidiary companies. The annual audited consolidated financial statements have been prepared in accordance 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 theCompanies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of SubsidiariesCompanies is given in Form AOC-1 as ‘Annexure-A of the Consolidated Financial Statements and forms an integral part of this Report.

20. Management Discussion and Analysis Report

In accordance with Regulation 34 of the SEBI Listing Regulations, the Management Discussion and Analysis Report forms part of this Integrated Annual Report.

21. Business Responsibility and Sustainability Report

Pursuant to Regulation 34(2) of the SEBI Listing Regulations the Business Responsibility and Sustainability Report describing the initiatives taken by the Company, from an environmental, social and governance perspective, forms part of this Integrated Annual Report.

22. Directors and Key Managerial Personnel (KMP)

Directors

Our Company has a well-diversified Board comprising of Directors from various backgrounds and having broad range of experience, in the areas of finance, accounting, technology, governance, risk management among others. Their combined experience and expertise enables the Company to ensure effective corporate governance on one hand, and to take future-ready business decisions on the other. The Board provides leadership, strategic guidance and discharges its fiduciary duties of safeguarding the interest of the Company and its stakeholders.

The composition of the Board of Directors of the Company is in accordance with the provisions of

Section 149 of the Act and Regulation 17 of the SEBI

Listing Regulations, with an appropriate combination of Executive, Non-Executive and Independent Directors (including one independent woman director). The complete list of Directors of the Company has been provided in the Report on Corporate Governance forming part of this Integrated Annual Report. During the year under review, there was no change in the composition of the Board of Directors of the Company. All the Independent Directors of the Company have given declarations that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1) (b) of SEBI Listing Regulations. In terms of requirements of the SEBI Listing Regulations, the Board has identified core skills, expertise and competencies of the Directors in the context of the Companys businesses for effective functioning, which are detailed in the Report on Corporate Governance forming part of this Integrated Annual Report. Further, in terms of Section 150 of the Act read with Rule

6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs.

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

InaccordancewiththeprovisionsofSection152oftheAct and the Companys Articles of Association, Mr. Narendra Jain (DIN: 01984467), Director retires by rotation at the forthcoming Annual General Meeting (AGM) and being eligible, offers himself for re-appointment. The Board recommends the proposal of his reappointment for the consideration of the Members of the Company at the forthcoming AGM and same has been mentioned in the Notice convening the AGM. A brief profile of Mr. Narendra Jain has also been provided therein.

Key Managerial Personnel

During the year under review, there was no change in the Key Managerial Personnel of the Company. As on March 31, 2023, Mr. R. Venkataraman – Chairman and Managing Director, Mr. Narendra Jain -Whole-Time Director, Mr. Ronak Gandhi- Chief Financial Officer Ms. Meghal Shah- Company Secretary & Compliance Officer are the Key Managerial Personnel in terms of the provisions of the Act and rules made thereunder and the SEBI Listing Regulations.

23. Meetings of Board/Committee

The Board/Committee meetings are pre-scheduled and the agenda and minutes of the Board/Committee meetings are circulated within timelines to ensure meaningful participation. Only in the case of special and urgent business, should the need arise, the Boards approval is taken by passing resolutions through circulation, as permitted by law, which are noted in the subsequent Board/Committee meeting. In certain special circumstances, the meetings of the Board are called at a shorter notice to deliberate on business items which require urgent attention of the Board. The Company has complied with secretarial standards issued by the Institute of Company Secretaries of India on Board meetings.

The Board met 5 times during the year under review and has accepted all recommendations made to it by various Committees.

The details of the number of meetings of the Board held during the FY 2022-23 and the attendance of Directors forms part of the Report on Corporate Governance.

24. Committee of the Board

The Board of Directors as on March 31, 2023 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 The Board had constituted an Buy-back Committee (Adhoc Committee) to do all such acts, deed, matters, and things in connection with Buyback of equity shares of the Company. During the year, the Buy back Committee was dissolved. Further, the Board of Directors at its meeting held on April 24, 2023, constituted Information Technology Committee and Cyber Security Committee. The details of the Committees of the Board along with their composition, number of meetings and attendance at the meetings are provided in the Report on Corporate Governance forming part of this Integrated Annual Report.

25. Risk management

Risk management is important to define, assess and andtrack business threats and obstacles throughout the organisation. Towards this, our Company has adequate measures in place and has adopted a comprehensive Enterprise Risk Management ("ERM") Policy and Framework duly approved by Risk Management Committee and the Board of Directors which encompasses identification, analysis, mitigation and control of various type of risks for achieving its key business objectives. The ERM Framework outlines details of some contents that have been incorporated in the ERM Policy. The Companys ERM framework is aligned to the Committee of Sponsoring Organisations of the Treadway Commission (COSO) 2017 ERM Framework. Our Company has adopted the practices of ISO 31000 Risk Management Standard, integrated with organisations strategy and business objectives. The ERM framework comprises risk such as Strategic risk, Market risk, Credit risk, Financial risk, Fraud risk, Legal risk, Compliance risk, Operational risk, Reputational risk, People risk, Governance risk, Technology risk, Cyber Security risk, Third party risk, ESG risk, Regulatory risk, Liquidity risk and Competition risk.

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

A risk governance framework is characterised by

• Broad risk management competency throughout the organisation with a consensus that risk management is everyones responsibility

• A well informed Board of Directors

• Appropriate risk committees and sub-committees with clearly defined roles and responsibilities

• ERM team with effective leadership qualitative and quantitative skills

• Effective risk management leaders undertaking coordinated efforts throughout the business

• A common risk language in support of a consistent enterprise-wide view of risk The ERM framework contains explicit indicators that result in identification, establishment, monitoring and reporting of Key Risk Indicators (KRIs) and set their thresholds level for such KRIs/metrics.

Business continuity plan

The Company has a Business Continuity Management (BCM) Policy duly approved by the Risk Management Committee and the Board of Directors.

The purpose of the Policy is to formalise the business continuity program of the Company and to provide guidelines for developing, implementing, exercising, and maintaining specific business continuity plans for the respective departments of the Company. More importantly, the Policy seeks to provide for the recovery of critical and important processes in accordance with pre-established timeframes, restoration of the processing site and ultimately return to a permanent operating environment. BCM Policy is aligned with ISO 22301 Business Continuty Management System Standard and SEBI Guidelines.

Apart from Policy, our Company has a robust Business Continuity Framework in place, consisting of Crisis Management Team, Business Continuity Steering Committee, detailed Business Continuity Planning (BCP), BCM charter, Information Technology Disaster Recovery (IT DR) Plan, BCM Procedure, Business Impact Analysis (BIA), Risk Assessment and BCM Awareness. In terms of the Policy, the BIA are required to be updated regularly to determine the adequacy of recovery strategies. The strategies for recovery of critical and important processes are required to be updated in BCP. Periodic High Availability tests and IT DR Drill tests are also carried out.

Risk register

The Company maintains a risk register for all the departments/functions which act as a repository for all risks identified and evaluate the controls put in place to arriveattheresidualriskanddevelopmitigationmeasures as may be required. The Company also maintains an incident register and tracker which, inter alia, includes the details of the incident occurred, its impact on the business, corrective action and preventive measures taken thereon, etc. Identified risks and incidents are presented before the Risk Management Committee.

Role of Board of Directors: The Board of Directors is responsible for monitoring the risk management policy/ framework. It reviews the risk policy and ensures that appropriate systems and controls are in place.

Role of Risk Management Committee (RMC): RMC is responsible for formulation of the detailed ERM policy/ framework and monitor and oversee its implementation. It ensures that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company. The appointment, removal, and terms of remuneration of the Risk Officer is subject to review by RMC. The

Board is informed of the discussions of RMC, its recommendations and actions to be taken. The details of composition and meetings of RMC are covered under the Corporate Governance Report forming part of this report. Role of Risk Officer (RO):ROisresponsibleforoverseeing the risk management activities. RO periodically reviews the ERM policy/framework, monitors and oversees its implementation, process for systematic identification, assesses all the risks and updates RMC on the risks identified and the assessment and mitigation controls relating thereto. RO conducts internal meetings with the

Risk Owners/Functional Heads on ERM initiative and updates the management on the progress/status of the same on a quarterly basis.

Role of Risk Management Department: The Company has in place a Risk Management Department for development and maintenance of overall risk management infrastructure. It facilitates implementation of the ERM policy and collate and review risk assessment prepared by the RO/Functional heads. It also maintains and updates 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 of risk i.e., risk identification, the controls and any other matter relating thereto and update the Risk Management Department on the same.

Further, Risk owner/Functional heads prepare a Risk

Report advising on the results and residual risks and recommending further action.

26. Annual evaluation of the Board

Pursuant to the requirement of the Act and the SEBI Listing Regulations and SEBI circular dated January 5, 2017 which provides further clarity on the process of board evaluation ("SEBI Guidance Note"), the Company has a Performance Evaluation Policy duly approved by the Nomination and Remuneration Committee specifying the criteria and process for effective evaluation of Board, its Committees and individual Directors. In accordance with the aforesaid Policy, the performance evaluation was carried out on the basis of structured questionnaire comprising of evaluation criteria, through peer evaluation, excluding the Director being evaluated. The Independent Directors Committee of the Company met on February 28, 2023, inter alia, to review the performance of Non- Independent Directors, the Board of Directors as a whole and the Chairman of the Company. The performance evaluation of the Committees and the Independent Directors was carried out by the entire Board excluding the director being evaluated. Based on such evaluation, the Board is of the view that all Independent Directors are having requisite knowledge, expertise and experience in their respective areas and good understanding of the Companys business and the industry in which it operates. They devote quality time to understand key issues relating to business of the Company and their valuable contribution has certainly improved the governance standards within the Company. The criteria for evaluation of performance of Independent Directors, inter alia, includes the following a. Relevant knowledge, expertise and experience b. Maintaining Independence as specified under section 149(6) of the Companies Act, 2013 and regulation 16(I)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and no conflict of interest c. Level of participation and contribution to the performance of Board/ Committee(s) meetings d. Adherence to ethical standards and code of conduct for Independent Directors e. Exercising objective independent judgment in the best interest of the Company f. Raising valid concerns to the Board and constructively contributing to the resolution of issues at the meeting g. Ability to contribute and monitor corporate governance practices The Directors have expressed their satisfaction of the evaluation process.

27. Internal financial controls

Our Company has maintained adequate internal financial controls over financial reporting, which are constantly assessed and strengthened with new/ revised standard operating procedures. The internal financial controls procedure adopted by the Company are adequate for safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial information. Such internal financial controls over financial reporting were operating effectively during the year.

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

28. Quality initiatives

Our Company continues to sustain its commitment to the highest levels of quality, superior service management, robust information security practices and mature business continuity management. Our Company has successfully completed ISO 27001:2013 (ISMS) recertification audit in January 2023.

The Company has Complied with respect to various applicable laws and regulations in terms of technology, business continuity management and information and cyber security.

The technology used in the Company comprises industry standard business applications and robust IT 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. Our Company has strengthened its information and cyber security mechanisms and other risk measures to mitigate potential threats, risks and challenges. Our Company has cyber insurance cover to protect from financial losses.

Our Company has initiated Secure Code Review of Critical Broking Applications. It has further enhanced Vulnerability Management program with introduction of Black Box, Grey Box and White box testing exercise. Additionally, our Company has implemented Endpoint Access Management tool for security enhancement. Our Company believes in skill development, hence various e-learning modules on technology and other business areas have been enabled for employees through online training.

29. Contracts and arrangements with Related Parties

Our Company have put in place a policy for Related Party Transactions (RPT Policy), which has been approved by the Board of Directors and amended from time to time.

The Policy provides for identification of RPTs, necessary approvals by the Audit Committee/Board/Shareholders, reporting and disclosure requirements in compliance with the Act and provisions of the SEBI Listing Regulations. The said Policy may be accessed on the website of the Company at https://www.indiainfoline. com/securities/reports/Related1205211.pdf. All contracts executed by the Company during the financial year, with related parties, were on arms length basis and in the ordinary course of business. All such Related Party Transactions were entered into in accordance with the RPT Policy of the Company.

During FY 2022-23, the Company has entered into material contract/arrangement/transaction with related parties within the maximum limit approved by the Members of the Company at its meeting held on July 12, 2022. As there is no outstanding balance as at March 31, 2023, the disclosure in Form AOC-2 as prescribed under the Act has not been made. You may refer to note no. 35 and note no. 42 to the Standalone Financial Statements and Consolidated Financial Statements respectively, for the related party disclosures. The Company has also engaged an independent

CharteredAccountantfirmfor reviewing and confirming that the related party transactions entered into by the Company are in compliance with the provisions of the Companies Act, 2013 and Rules made thereunder and the SEBI Listing Regulations and a certificate to that effect is placed before the Audit Committee every quarter.

30. Statutory Auditors and their Report

Pursuant to the provisions of Section 139 of the Act, read with the Companies (Audit and Auditors) Rules,

2014, M/s V Sankar Aiyar & Co., Chartered Accountants, Mumbai (Firm Registration Number: 109208W), were appointed as the Statutory Auditors of the Company for a second termoffive years, from the conclusion of the 27^th AGM till the 32^nd AGM, at such remuneration mutually agreed and approved by the Board.

During the year, the statutory auditors have confirmed that they satisfy the independence criteria required under the Companies Act, 2013 and the Code of Ethics issued by the Institute of Chartered Accountants of India. The Statutory Auditors Report forms part of this

Integrated Annual Report. There were no qualifications, reservations, adverse remarks or disclaimers in the Report of the Statutory Auditors of the Company.

31. Secretarial Audit and their Report

Pursuant to 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 had appointed M/s Nilesh Shah and Associates, Company Secretaries in Practice for conducting the Secretarial Audit for FY 2022-23. The

Secretarial Audit Report of the Company is annexed as Annexure-4. The Secretarial Auditor has not expressed any qualification, reservation, adverse remark in their

Secretarial Audit Report for the year under review. The Secretarial Auditor has mentioned about the following events in their Report

1) In an investigation in the matter of trading activities in the scrip of ICICI Lombard General Insurance Co. Ltd. during the period April 01, 2019 to September 30, 2019, it was held by the Adjudicating Officer that the Company has violated provisions of Clauses A(3) to A(4) of Code of Conduct as specified under Schedule II read with Regulation 9(f) of the Securities and Exchange Board of India (Stock Brokers) Regulations, 1992 and levied penalty of 2,500,000/- on the Company;

2) In the matter of various inspections conducted during 2011-2014 and 2015-2017, pursuant to SEBI circular no. SMD/SED/CIR/93/23321 dated November 18, 1993, the SEBI has passed two separate adjudication order levying penalty of 10,000,000/- each for failure to segregate its own funds from client funds, misusing credit balance of client funds for debit balance client funds; and not appropriately designating client bank accounts. The Company preferred an appeal before the Securities Appellate Tribunal (SAT) and the same is pending with SAT.

3) During the inspection of Merchant Banking activities, the Company has received an administrative warning in the matter of one of the IPO, for violating the provisions of Regulation 24(3) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 read with the Securities and Exchange Board of India (Merchant Bankers) Regulation, 1992 for not conducting site visit;

4) During the inspection of Merchant Banking activities, the Company has received an administrative warning for not maintaining time stamp and audit trail for Structured Digital Database (SDD) as required under Regulation 3(5) of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 as applicable to an intermediary.

Management response

1) IIFL Securities had executed trades in ICICI Lombard General Insurance Co. Ltd. in the block window on behalf of reputed institutional investors. SEBI initiated adjudication proceedings contending that the sale of the residual quantity influenced the block window price. The Company had put forward its case that the trade was genuine with all buyers and the seller with the instructions of the clients, no proprietary trading was done in the scrip. Therefore, there can be no unfair trade practice when there is no unfairness either to the buyer or the seller. The Company had complied with the order and paid the amount, considering the cost and time involved in the litigation.

2) The matter pertains to two separate inspections carried out by SEBI for different periods viz. 2011-2014 and 2015-2017 to verify the compliance relating to the monitoring of clients funds. Although the inspection was for the past period, SEBI applied the new methodology prescribed vide SEBI Circular on enhanced supervision dated September 26, 2016 regarding monitoring of clients funds calculation retrospectively. Accordingly, the Company responded that the allegations are improper and not in line with the industry wide practice followed since 1993 to June 30, 2017 by all the brokers. In this regard SEBI passed two separate Adjudication Orders dated May 20, 2022 and May 30, 2022 levying a penalty of 10,000,000/- each on the Company. Further, aggrieved by the said orders, the Company preferred to appeal before the Securities Appellate Tribunal (SAT) and the same is pending with SAT.

3) The Company generally do conduct physical site visits as part of its due diligence process. However, in given transaction, physical site visits were not undertaken due to the onset of the COVID-19 pandemic. As a part of the due diligence process the Company had conducted virtual meetings/ interactions with the client company to develop an understanding of the business, industry and the regulatory environment. These interactions included online due diligence meetings, online drafting sessions and conference calls to discuss and draft disclosures in the DRHP and same was informed to SEBI.

4) In accordance with SEBI (PIT) Regulations, 2015, SDD was implemented by the Company. Further, a detailed Working Group List is being made at the start of each transaction capturing the deal team details involved in the specific transaction. However, as directed by SEBI, the Company had initiated the process of capturing prescribed information of specific deal team members in SDD along with maintaining the same in the Working Group List.

Further, pursuant to Regulation 24A of the SEBI Listing Regulations, the Secretarial Audit Report of material unlisted subsidiary of the Company i.e.

IIFL Facilities Services Limited for FY 2022-23 is annexed as Annexure-5.

32. Maintenance of cost records

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

33. Reporting of frauds by Auditors

During FY 2022-23, the Statutory Auditors of the

Company have not reported any instances of fraud committed in the Company, by its Officers or Employees, to the Audit Committee under Section 143(12) of the Act read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

34. 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 2022-23 has been placed on the Companys website at https://www.indiainfoline.com/securities/ financials.php

35. Significant and material order passed by the Regulators or Court or Tribunals and material orders passed Therewerenosignificant by the Regulators or Courts or Tribunals impacting the going-concern status of the Company and its future operations.

36. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo a) Energy conservation

As our Company is engaged in providing financial services, the information relating 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 required to be given. However, initiatives taken by our Company towards energy management are provided in the Business Responsibility and Sustainability Report forming part of this Integrated Annual Report.

b) Technology absorption

The management remains updated with the latest technological advancements in the industry and embraces cutting-edge technology across the organisations business processes, operational infrastructure and functional areas. Our Company periodically introduces enhanced features to provide rich and seamless trading experience to its customers. Further, Our Company leverage technology in all aspects of the customer lifecycle i.e. right from onboarding to providing customer service through various means like chatbots for faster resolution of their queries/concerns.

c) Foreign exchange earnings and outgo

The information on foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is as under ( In Million)

Particulars	FY 2022-23	FY 2021-22
Earnings in foreign currency	275.12	355.25
Expenses in foreign currency	247.53	115.50

37. Whistle Blower Policy/Vigil Mechanism

Pursuant to 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 in place a Whistle Blower Policy and has established the necessary vigil mechanism for Directors, Employees and Stakeholders to report genuine concerns or grievances about unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct or ethics policy. Vigil mechanism provides adequate safeguards against victimisation of persons who use such mechanism and also make provision for direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases. For further details, please refer Report on Corporate Governance forming part of this Integrated Annual Report. The Company has disclosed the Policy on the website of the Company at https://www.indiainfoline.com/securities/reports/IIFL_ Securities_Whistle_Blower_Policy.pdf.

38. Corporate Governance

A Report on Corporate Governance, along with a certificate from the Secretarial Auditors of the Company, regarding the compliance of the requirements of Corporate Governance, as stipulated under the provisions of Regulation 34 of the SEBI Listing Regulations forms an integral part of this Report.

39. Directors Responsibility Statement

In compliance with Section 134(5) of the Act, the Board of Directors of our Company, to the best of their knowledge and ability, confirm that a) in the preparation of the Annual Accounts for the year ended March 31, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31,

2023 and of the profit of the Company for the year ended on that date c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities d) the Directors ensured the annual accounts are prepared on a going concern basis e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively

40. Other disclosures

As no application has been made under the Insolvency and Bankruptcy Code, the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

The requirement to disclose the details of non-exercising 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 Companies (Share Capital and Debentures) Rules, 2014 is not applicable.

41. Appreciation

The Company wish to place on record deep appreciation, for the contribution made by the employees at all levels for their hard work, commitment and dedication towards the Company. The Company is grateful to all its stakeholders including customers, bankers, shareholders, business partners, regulators and communities for staying right beside us in our journey of constant evolution.

For and on behalf of the Board is not applicable.

	R. Venkataraman
	Chairman and Managing Director
	DIN:00011919
Date: April 24, 2023
Place: Mumbai

Annexure-1 to the Directors Report

The Annual Report on Corporate Social Responsibility (CSR) Activities of IIFL Securities Limited for the Financial Year ended March 31, 2023

[Pursuant to Section 135 of the Companies Act, 2013 and Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014]

1. Brief outline on CSR Policy of the Company:

IIFL Securities Limited ("the Company" or "IIFL Securities") ensures that its activities extend beyond business and include and development of the community and society. The Company strongly believes initiativesandendeavorsfor thebenefit that Corporate Social Responsibility ("CSR") initiatives help to promote inclusive growth and equitable development.

The CSR Policy and activities of the Company are steered by the same values that guide the business of the Company. It can be summarised in one acronym – FIT, which stands for:

• Fairness in all our transactions

• Integrity and Honesty in letter, in spirit and in all our dealings with people

• Transparency in all our dealings

By applying these values to the CSR activities, IIFL Securities undertakes initiatives that create sustainable growth and empower underprivileged sections of the society.

The focus areas prioritised by IIFL Securities in its CSR strategy are guided by the philosophy of HELP (Health, Education & Environment, Livelihood and Poverty Alleviation). The CSR activities of IIFL Securities are executed by India Infoline Foundation (generally referred as "IIFL Foundation"), the Implementing Agency. In line with its philosophy the Company had undertaken the following activities during FY 2022-23:

• Academic training for teachers and students at Government Schools in 5 aspirational districts of Rajasthan – Dholpur, Baran, Karauli, Jaisalmer and Sirohi, creating an impact in lives of 4.03 lac students and 11,820 teachers, by reaching out to 5,910 schools;

• Training in retail sales for youth in Kupwara, an aspirational district in Kashmir with support of Indian Army and

Research and Extension Association for Conservation Horticulture and Agro-forestry (REACHA);

• Building foundational literacy among females from marginalised communities of Rajasthan, through flagship programme ‘Sakhiyon ki Baadi, which has an oveall reach across 12 districts with 1,148 learning centres;

• Development of "Emergency Services at Maharana Bhupal Government Hospital, Udaipur, Rajasthan, through setting up 3 Operation Theares, an ICU & OPD, Medical equipment at Orthopaedic ward;

Grant to a school operated by a turst for Education of children from financially weaker group;

• Development of market place for women to promote livelihood and entrepreneurial skills, building direct engagement with over 300 women,

• Construction and setting up of a Science Laboratory and sanitation facility at Government Girls Senior Secondary School, Khamnore, District - Rajsamand, Rajasthan, to promote over 500 girls to pursue practical education in Science faculty.

2. COMPOSITION OF THE CSR COMMITTEE::

Sr. Name of Director No.	Designation / Nature of Directorship	Number of meetings of CSR Committee held during the year	Number of meetings of CSR Committee attended during the year
1 Mr. Anand Bathiya	Chairman	2	1
2 Mr. V. Krishnan	Member	2	2
3 Mr. Narendra Jain	Member	2	2
4 Ms. Rekha Warriar*	Member	2	1

*Ms. Rekha Gopal Warriar was appointed as member of the CSR Committee w.e.f. April 26, 2022. During her tenure one meeting was held.

3. Provide the web-link(s) where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the company:

Web link - https://www.indiainfoline.com/securities/corporate-governance.php

4. Provide the executive summary along with web-link(s) of Impact Assessment of CSR Projects carried out in pursuance of sub-rule (3) of rule 8, if applicable:

Not Applicable

5. Sr. No.	Particulars	Amount (in )
a.	Average net profit of the company as per sub-section (5) of section 135	2,129,794,665/-
b.	Two percent of average net profit of the company as per sub-section (5) of section 135	42,595,893/-
c.	Surplus arising out of the CSR Projects or programmes or activities of the previous financial years	NIL
d.	Amount required to be set-off for the financial year, if any	NIL
e.	Total CSR obligation for the financial year [(b)+(c)-(d)]	42,595,893/-
6.	a. Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project):	42,595,893/-
	b. Amount spent in Administrative overheads: NIL
	c. Amount spent on Impact Assessment, if applicable: Not Applicable
	d. Total amount spent for the Financial Year [(a)+(b)+(c)]:	42,595,893/-
	e. CSR amount spent or unspent for the Financial Year:
Total Amount Spent for the Financial		Amount Unspent (in )
Year. (in )	Total Amount transferred to Unspent CSR Account as per section 135(6).	Amount transferred to any fund specified under Schedule VII as per second proviso to section 135(5).
	Amount	Date of transfer	Name of the Fund	Amount	Date of transfer
42,595,893/-	NIL	-	-	NIL	-

f. Excess amount for set-off, if any: Nil

Sr. No. Particulars	Amount (in )
a. Two percent of average net profit of the company as per sub-section (5) of section 135	42,595,893/-
b. Total amount spent for the Financial Year	42,595,893/-
c. Excess amount spent for the Financial Year [(ii)-(i)]	NIL
d. Surplus arising out of the CSR projects or programmes or activities of the previous Financial Years, if any	NIL
e. Amount available for set off in succeeding Financial Years [(iii)-(iv)]	NIL

7. Details of Unspent Corporate Social Responsibility amount for the preceding three Financial Years:

Sl. Preceding No. Financial Year(s)	Amount transferred to Unspent CSR Account under sub-section (6) of section 135 (in )	Balance Amount in Unspent CSR Account under sub?section (6) of section 135 (in )	Amount Spent in the Financial Year (in )	Amount transferred to a Fund as specified under Schedule VII as per second proviso to sub-section (5) of section 135, if any Amount Date of (in ) Transfer	Amount remaining to be spent in succeeding Financial Years (in )	Deficiency, if any
1 FY 2021-22	9,325,575/-	NIL	9,325,575/-	NIL -	NIL	-
2 FY 2020-21	-	-	-	- -	-	-
3 FY 2019-20	-	-	-	- -	-	-

8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year: Yes

If Yes, enter the number of Capital assets created/ acquired: 7

Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the Financial Year:

Sl. Short particulars No. of the property or asset(s) [including complete address and location of the property]	Pincode of the property or asset(s)	Date of creation	Amount of CSR amount spent	Details of entity/ Authority/ beneficiary of the registered owner
	Pincode of the property or asset(s)	Date of creation	Amount of CSR amount spent	CSR Registration Number, if applicable	Name	Registered address
1 Dual trigger rotary drill to the Orthopedic Department	313002	30/05/2022	410,550.00	N/A	Maharana Bhupal Government Hospital	Maharana Bhupal Government Hospital, Udaipur, Rajasthan
2 Sagittal Saw to the Orthopedic Department	313002	30/05/2022	418,880.00	N/A	Maharana Bhupal Government Hospital	Maharana Bhupal Government Hospital, Udaipur, Rajasthan
3 1/4" Stryker Adj. Keyed Chuck (Qty.2) to the Orthopedic Department	313002	30/05/2022	56,350.56	N/A	Maharana Bhupal Government Hospital	Maharana Bhupal Government Hospital, Udaipur, Rajasthan
4 2 Hudson Modified Trinkle Attachment to the Orthopedic Department	313002	30/05/2022	35,933.33	N/A	Maharana Bhupal Government Hospital	Maharana Bhupal Government Hospital, Udaipur, Rajasthan
5 2 Reaming Attachment Large to the Orthopedic Department	313002	30/05/2022	56,349.44	N/A	Maharana Bhupal Government Hospital	Maharana Bhupal Government Hospital, Udaipur, Rajasthan
6 2 Universal Battery Charger to the Orthopedic Department	313002	30/05/2022	419,922.67	N/A	Maharana Bhupal Government Hospital	Maharana Bhupal Government Hospital, Udaipur, Rajasthan
7 10 Blades to the Orthopedic Department	313002	30/05/2022	19,250.00	N/A	Maharana Bhupal Government Hospital	Maharana Bhupal Government Hospital, Udaipur, Rajasthan

Note: Capital Assets have been created or acquired in FY 2022-23 from the amount spent from the Unspent Corporate Social Responsibility Account for the FY 2021-22.

9. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per sub- section (5) of section 135:

During the financial year 2022-23, your Company deployed 2% of its average net profits (computed as per the relevant provisions of the Companies Act, 2013) of the preceding years on CSR projects amounting to 42,595,893/-, fully utilising the required amount on various social development activities, thereby fulfilling its commitment.

For IIFL Securities Limited

Mr. R. Venkataraman	Mr. Anand Bathiya
Managing Director	Chairman of CSR Committee
(DIN: 00011919)	(DIN: 03084831)
Date: April 24, 2023
Place: Mumbai

Annexure-2 to the Directors Report

NOMINATION AND REMUNERATION POLICY

Preamble:

This Nomination and Remuneration Policy (the "Policy") has been formulated by IIFL Securities Limited ("Company") in compliance with Section 178 of the Companies Act, 2013, read with applicable rules made thereunder and in compliance with Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") as amended from time to time.

Purpose:

The purpose of this Policy is to serve as a guiding charter to appoint qualified persons as Directors on the Board of

Directors of the Company ("Directors"), Key Managerial Personnel (the "KMP"), and persons who may be appointed in Senior Management Positions ("SMP"), to recommend the remuneration to be paid to them and to evaluate their performance.

Scope:

The policy shall be applicable to the following in the Company: a) Directors b) KMPs ed c) SMPs d) Other employees

"Act" means the Companies Act, 2013 and Rules framed there under, as amended from time to time.

"Board" means Board of Directors of the Company.

"Company" means "IIFL Securities Limited".

"Key Managerial Personnel (KMP)" means Key Managerial

Personnel as defined under subsection (51) of Section 2 of the Companies Act, 2013 as under:

Managing Director, or Chief Executive Officer or Manager

Whole-time Director

ChiefFinancial • Company Secretary

Such other officer, not more than one level below the Directors who is in whole-time employment designated as Key Managerial Personnel by the Board

And such other officer as may be prescribed

"Other employees" mean all employees other than the Directors, KMPs and the Senior Management Personnel.

"Policy" means "Nomination and Remuneration Policy.

"Remuneration" means any money, or its equivalent given or passed to any person for services rendered by him/her and includes perquisites as definedunder the Income-Tax Act, 1961.

"Research Analysts" shall have the same meaning as defined under the SEBI (Research Analysts) Regulation, 2014 as amended from time to time.

"Senior Management Personnel (SMP)" shall mean officers/ personnel of the Company who are members of its core management team excluding the Board of Directors and normally this shall comprise all members of management one level below the "Chief Executive Officer/Managing Director/Whole Time Director/Manager (including Chief Executive Officer/Manager, in case they are not part of the Board) and shall specifically include the functional heads, by whatever name called and Company Secretary and Chief Financial Officer.

Unless the context otherwise requires, words and expressions used but defined thisPolicyandnot in the Companies Act, 2013 / SEBI Listing Regulations (wherever applicable) as may be amended from time to time shall have the meaning respectively assigned to them therein.

Nomination and Remuneration Committee (NRC)

The Board shall constitute a Nomination and Remuneration

Committee consisting of a minimum of 3 Non- Executive

Directors, most of them being Independent. The Chairperson of the Committee shall be an Independent Director. The Chairperson of the Company shall not be a Chairman of the Committee. The term of the Committee shall be continued unless terminated by the Board of Directors.

Role of the NRC:

1. Formulate criteria and manner for effective evaluation of the performance of the Board, its committees, Individual Directors and review its implementation and compliance.

2. Formulate the criteria for determining qualifications, positive attributes, and independence of a director and recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel, and other employees. While formulating this policy ensure that –

(i) Level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully.

(ii) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks.

(iii) Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

3. Identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down, recommend to the Board their appointment and removal.

4. Determine whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors.

5. Devise a policy on diversity of the Board of Directors.

6. Recommend to the Board all remuneration, in whatever form, payable to Senior Management.

7. Administration and superintendence of the ESOP Schemes.

Appointment and removal of Director, KMP, and Senior Management:

1. Appointment Criteria and Qualifications: a) A person being appointed as Director, KMP, or in Senior Management should possess the adequate qualification, expertise, and experience for the position he/she is considered for appointment.

b) Independent Director: i. Qualifications of

An Independent Director shall possess appropriate skills, experience, and knowledge in terms of the Board Diversity Policy of the Company.

ii. Positive attributes of Independent Directors: AnIndependentDirectorshallbeapersonofintegrity, who possesses relevant expertise and experience and who shall uphold ethical standards of integrity and probity; act objectively and constructively; exercise his/her responsibilities in a bona- fide manner in the interest of the Company; devote sufficienttime and attention to his/her professional obligations for informed and balanced decision making; and assist the Company in implementing best corporate governance practices.

2. Removal: in Due to reasons for any disqualification the Act or under any other applicable Act, rules, and regulations there under, the Committee may recommend to the Board with reasons recorded in writing, removal of a Director, KMP, or Senior Management Personnel subject to the provisions and compliance of the said Act, rules and regulations.

3. Retirement:

The Director, KMP, and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, or

Senior Management Personnel in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

Provisions relating to remuneration of Directors, KMP, Senior Management Personnel and other employees:

A. Directors:

1. Executive Directors (Managing Director, Manager, or Whole Time Director): i. At the time of appointment or re-appointment, the

Executive Directors shall be paid such remuneration as may be mutually agreed between the Company (which includes NRC and the Board of Directors) within the overall limits prescribed under the Companies Act, 2013. ii. The remuneration shall be subject to the approval of the Members of the Company in General Meeting as per the requirement of the Companies Act, 2013. iii. The remuneration of the Manager/ CEO/ Managing Director/ Whole Time Director is broadly divided into fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company. In determining the remuneration (including the fixed increment and performance the Committee shall consider the following:

• The relationship of remuneration and Director: performance benchmarks Balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals • Responsibility required to be shouldered, the industry benchmarks and the current trends

The Companys performance vis-a-vis the annual budget achievement and individual performance

2. Non-Executive Director:

i. The Non-Executive Independent Director may receive fees for attending meetings of the Board or Committee thereof. Provided that the amount of such fees shall not exceed Rupees One Lakh per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.

ii. A Non-Executive Director may be paid commission on an annual basis, of such sum as may be approved by the Board on the recommendation of NRC.

iii. In determining the quantum of commission payable to the Directors, the Committee shall make its recommendation after taking into consideration the overall performance of the Company and the onerous responsibilities required to be shouldered by the Director.

iv. The total commission payable to the Directors shall not exceed prescribed limits as specified under Companies Act, 2013.

v. The commission shall be payable on pro-rata basis to those Directors who occupy office for part of the year.

B. KMP and Senior Managerial Personnel:

The remuneration to the KMP and Senior Management Personnel will be based on following guidelines: i. Maintaining a balance between fixed and incentive pay reflecting short- and long-term performance objectives appropriate to the working of the Company. ii. Compensation should be reasonable and sufficient to attract retain and motivate KMP and Senior Management Personnel. iii. Remuneration payable should comprise of a fixed component and a performance linked variable based on the extent of achievement of individual performance vis-a-vis overall performance of the Company. iv. Remuneration shall be also considered in form of long term incentive plans for key employees, based on their contribution, position and length of service, in the nature of ESOPS/ESPS.

C. Remuneration of other employees of the Company:

Employees shall be assigned grades according to their qualifications and work experience, competencies as well as their roles and responsibilities in the organisation. Individual remuneration shall be determined within the appropriate grade and shall be based on various factors such as job profile, skill sets, seniority, experience and prevailing remuneration levels for equivalent jobs.

D. Research Analysts

The compensation of all individuals employed as Research Analyst shall be reviewed, documented and approved at least annually by NRC. While approving the compensation of the Research Analysts, NRC shall not consider: i. Any specific merchant banking or investment banking or brokerage services transaction which might have happened because of the services of the Research Analyst; and ii. Any contribution made by the Research Analyst to the Companys investment banking or merchant banking or brokerage services business other than that of preparing and/or providing research reports.

Malus & Clawback

Malus & Clawback of the remuneration paid shall be applicable in case of any act of gross negligence and breach of integrity by the Director, KMP or Senior Management Personnel or any other employee. Such cases pertaining to Director, KMP or Senior Management Personnel or employee upto grade EVP shall be determined by NRC. Cases pertaining to other employees shall be reviewed and determined by the Head – Human Resource. Errors of judgment shall not be construed as breaches as may be determined by NRC.

Deviations

Deviations on elements of this Policy in extraordinary circumstances, when deemed necessary in the interest of the Company, may be done based on specific reasons at the sole discretion of NRC.

Disclosure of the Policy

This Policy shall be placed on the website of the Company and the salient features of the Policy and changes therein, if any, along with the web address of the Policy shall be disclosed in the Boards Report.

Review/Revision

The Policy shall be reviewed annually and any amendments thereto shall be approved by NRC and the Board of Directors.

If at any point a conflict of interpretation/information between the Policy and any regulations, rules, guidelines, notification, clarifications, by relevant authorities ("Regulatory Provisions") arises, then the interpretation of the Regulatory Provisions shall prevail.

In case of any amendment(s) and/or clarification(s) to the

Regulatory Provisions, the Policy shall stand amended accordingly from the effective date specified as per the Regulatory Provisions.

Annexure-3 to the Directors Report

Disclosure pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014:

Sr. No. Requirement	Disclosure
1 The ratio of the remuneration of each Director to the median remuneration of the employees for the financial year	Executive Directors
	Mr. R. Venkataraman	81.25X
	Mr. Narendra Jain	19.92X
	Non-Executive Directors
	Ms. Rekha Warriar	2.37X
	Mr. Shamik Das Sharma	2.02X
	Mr.Anand Shailesh Bathiya	2.43X
	Mr. Viswanathan Krishnan	2.46X
2. The percentage increase in remuneration of each Director, CFO, CEO, CS in the financial year	MD	0%
	WTD	29%
	CFO	32%
	CS	35%
3. The percentage increase in the median remuneration of employees in the financial year	The median remuneration of the employees in the financial year was increased by 10%. The calculation of 10% increase in Median Remuneration is done based on comparable employees. For this the employees who were not eligible for any increment have been excluded.
4. The number of permanent employees on the rolls of the Company	The Company had 1,579 employees on the rolls as on March 31, 2023. In Financial Year 2022-23, there is an average increase of 14 % in the remuneration other than managerial personnel as compared to increase of 14% in the remuneration of managerial personnel
5. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration the 6. Affirmation remuneration policy of the Company
	Yes, it is confirmed

Note:

1. The ratio of the remuneration of each director to the median employees remuneration is prepared based of comparable remuneration i.e. 2021-22 and 2022-23.

2. Remuneration paid to the Independent Non –Executive Directors includes sitting fees for attending Board Meetings/Committee Meetings and commission paid during FY 2022-23.

3. MD- Managing Director, WTD- Whole Time Director, CFO- Chief Financial Officer, CS Company Secretary.

For and on behalf of the Board

	R. Venkataraman
Date: April 24, 2023	Chairman and Managing Director
Place: Mumbai	DIN: 00011919

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