Indus Finance Ltd Management Discussions

To

The Members

Your directors are pleased to present this 34^th Annual Report of the Company for the year ended 31^st March 2025.

1. FINANCIAL HIGHLIGHTS AND PERFORMANCE

PARTICULARS	2024-25	2023-24
Income from Operations	554.05	339
Other Income	25.20	60.00
Total Income	579.25	399
Total Expenses	395.77	262.08
Profit / (loss) before exceptional items and tax	183.48	136.91
Exceptional Items	48.06	48.06
TAX	27.61	13.86
Profit/(loss) for the period	107.80	74.99
Transfer to Statutory Reserves	21.56	15

2. FINANCIAL PERFORMANCE:

The financial year 2024-25 saw steady performance. The income from operations increased from ? 339 Lacs from that of previous FY 2023-24 to ? 554.05 Lacs for the current FY 2024-25. The profit for the FY 2024-25 shows an increase from ?74.99 Lacs of previous FY 2023-24 to ? 107.80 Lacs. While analysing the progress made your company has kept close watch on the market developments.

3. STATE OF AFFAIRS OF THE COMPANY

The financial year witnessed stable growth in the loan portfolio, prudent risk management practices, and improved asset quality. The Company continues to focus on maintaining a diversified lending portfolio, strengthening credit appraisal mechanisms and enhancing customer service through digital and operational improvements.

Despite the dynamic macroeconomic conditions and regulatory changes in the NBFC sector, the Company ensured compliance with all applicable statutory and regulatory requirements and maintained a sound financial position. The management remains committed to growing the business in a sustainable and compliant manner, while creating long-term value for stakeholders.

4. SEGMENT-WISE OR PRODUCT-WISE PERFORMANCE

The Company operates only in single segment which is NBFC. Thus, there is no segment/ product wise performance reporting.

5. DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

While scaling operations, the NBFC maintained sound ALM and NPA control frameworks; strategic investments in digital underwriting enhanced attrition Drivings while underwriting quality remained stable under our internal control systems.

6. DIVIDEND:

The Board of Directors recommend a final dividend of ?0.50/- per equity share for the Financial Year ended 2024-25. The dividend on equity shares is subject to the Shareholders approval at the ensuing Annual General Meeting (‘AGM).

7. MARKET SCENARIO:

(a)Regulatory Environment- Industry structure and developments:

During the financial year 2024-25, the Reserve Bank of India (RBI), through its Department of Supervision, continued to strengthen the regulatory oversight of Non-Banking Financial Companies (NBFCs). Emphasis was placed on the timely submission of comprehensive regulatory returns, stricter assessment of licensing and registration criteria, and intensified supervisory actions against entities found to be non-compliant.

The RBIs Scale-Based Regulatory (SBR) Framework, introduced earlier, continued to shape the operational environment for NBFCs. This framework classifies NBFCs into four distinct layers based on size, activity, and systemic risk:

(a) NBFC - Base Layer,

(b) NBFC - Middle Layer,

(c) NBFC - Upper Layer,

(d) NBFC - Top Layer

This classification ensures calibrated regulatory intensity and aims to promote financial stability, improve governance standards, and mitigate systemic risk in the financial ecosystem.

Amid evolving market dynamics and heightened global uncertainty, the RBI has taken proactive steps to address governance vulnerabilities and enforce prudent risk management across the NBFC sector.

Your Company falls under the Base Layer, and is classified as a Non-Banking Financial Company - Investment and Credit Company (NBFC-ICC). It has remained compliant with all applicable regulatory requirements, including:

• Submission of borrower data to all four Credit Information Companies (CICs) under the Credit Information Companies (Regulation) Act, 2005 (CICRA)

• Periodic uploading, updating, and verification of KYC data through the Central KYC (CKYC) Registry

• Disclosure of borrowing and security information to the Information Utility (IU) under Section 210 of the Insolvency and Bankruptcy Code, 2016

• Registration of charges and asset mortgages with CERSAI (Central Registry of Securitisation Asset Reconstruction and Security Interest of India)

• Registration with the Financial Intelligence Unit (FIU-IND) and reporting of suspicious or fraudulent transactions, as mandated under the Prevention of Money Laundering Act (PMLA), 2002

The Company continues to monitor regulatory updates closely and remains committed to maintaining high standards of transparency, governance, and compliance in line with RBI directives.

(b)Domestic Economy in 2025:

In FY 2024-25, Indias economy remained resilient amid global uncertainties, including the Russia-Ukraine war and the Israel-Gaza conflict, which disrupted global commodity flows and pushed up crude prices. Despite these headwinds, growth in India was driven by strong rural demand, steady manufacturing activity, and rising consumer confidence.

Credit growth to industry remained moderate, reflecting cautious private investment, while non-food credit held steady at around 15%, with NBFCs contributing significantly, especially in services where their share remained around 35%. A sharp rise in personal loans and housing demand led to double-digit growth in the construction sector.

Indias growth continues to be anchored in its domestic consumption, government-led capex, and digital financial inclusion, positioning it as one of the worlds fastest-growing major economies.

(c). NBFC sector in 2025:

With over 9,500 registered entities as of March 2025, the NBFC sector continued to witness robust growth during the year, led by strong momentum in the retail lending segment. Increasing co-lending partnerships with banks have strengthened the role of NBFCs in supplementing the formal banking system, especially in reaching underserved sectors and geographies.

Key segments such as housing finance, microfinance, and consumer credit remained major growth drivers, supported by a rising middle class, targeted policy initiatives, and an ongoing push for financial inclusion.

Digitisation has significantly transformed the sector—streamlining loan processing, enhancing customer experience, and enabling wider credit penetration through mobile and fintech platforms.

NBFCs now account for approximately 18-19% of Indias total outstanding credit, underlining their growing significance in the countrys financial architecture and their contribution to inclusive, broad-based economic growth.

8. Future Outlook:

The NBFC sector is poised for sustained growth, driven by strong governance, responsible innovation, and increasing credit demand. Institutions that align with RBI regulations, embrace ethical lending, and adopt a customer-first approach are expected to lead.

Co-lending offers significant opportunities. By combining the distribution and underwriting strengths of NBFCs with combined funding pools, these partnerships can expand credit access efficiently. Success will depend on building robust frameworks for joint credit appraisal, risk sharing, data exchange, and coordinated collections, as guided by RBI norms.

Digitisation continues to transform the sector. Integration with CKYCR, CICs, IUs, and CERSAI is enhancing credit assessment and risk management. Digital lending, data analytics, and tech-led recovery are improving operational efficiency and customer experience.

Opportunities are also emerging in green and sustainable finance, while consolidation may reshape the landscape. NBFCs that invest in technology, partnerships, and inclusive growth models are well-positioned to lead the sector forward.

9. Opportunities & Threat:

Indias transition towards a low-carbon, sustainable economy presents significant opportunities for NBFCs with the capability to finance green energy, energy efficiency, and

other cash flow-backed sustainable projects. These segments often require specialised credit structures and flexible repayment models that traditional lenders may not offer. NBFCs, with their ability to customise lending solutions, are well-positioned to serve this evolving market.

There is also increasing demand for financing in sectors such as renewables, circular economy, sustainable infrastructure, and clean technologies, where stable revenue models (e.g. power purchase agreements, performance-based savings) allow for reliable cash flow- based lending. By combining sector knowledge with innovative credit appraisal, NBFCs can unlock long-term, impact-driven lending opportunities.

A key strength of NBFCs is their flexibility in underwriting and servicing, allowing them to tailor products to the unique needs of borrowers. This agility continues to differentiate them in a competitive credit market.

However, the sector faces several challenges. Competition is intensifying, not only from banks entering new-age lending but also from fintechs and digital-first NBFCs leveraging speed and scale. Simultaneously, regulatory expectations around data quality, consumer protection, and technology governance have become more demanding.

NBFCs continue to operate under constraints when it comes to low-cost funding access. They are not permitted to raise savings or current account deposits, and their term deposits often come at a premium, given investor preference for bank FDs. Refinancing options remain limited to bank credit lines, capital markets, or larger NBFCs — all of which impose cost and margin pressures.

Capital raising, too, has become more challenging post the sectoral disruptions of previous years. With regulators placing increasing emphasis on minimum Net Owned Fund (NOF) levels and prudent leverage, even smaller NBFCs must maintain strong balance sheets to stay compliant and competitive.

Investments in technology, digital compliance infrastructure, and human resource capacitybuilding are becoming essential, particularly for NBFCs entering specialised segments like sustainable finance. These require not only financial capital but also sector expertise and operational discipline.

In this evolving landscape, the ability to build sectoral depth, adopt responsible innovation, and maintain a disciplined risk framework will be key to long-term success.

10. RISKS & CONCERNS:

As with all NBFCs, your Company is subject to credit and operational risks, particularly when serving borrower segments with limited formal credit histories or irregular cash flows. Asset quality deterioration, interest rate movements, and repayment delays can impact liquidity and financial performance.

During the year, the Company experienced a credit event in the Loan Against Property (LAP) segment, involving a large-ticket exposure. The loan is backed by prime real estate with over 2x collateral cover, and includes a contractual reassignment mechanism, offering strong visibility on recovery. There are no legal proceedings or disputes, and the Company is actively engaged in resolution through structured options.

This event is isolated and well-contained, with no material signs of stress in other parts of the portfolio. The Company has taken proactive steps to tighten credit assessment and collateral evaluation standards, particularly for secured high-value loans.

Crucially, the Company maintains a stable liquidity position, supported entirely by intragroup funding, with no external debt obligations. These group borrowings are flexible and

can be extended as required, eliminating refinancing risk and supporting continuity of operations.

The Company continues to strengthen its risk management systems. With strong internal controls, conservative leverage, and sector-specific focus, the Company remains well- prepared to manage emerging risks while pursuing prudent growth.

11. FUTURE PLANS:

Your Company aims to strategically expand its loan portfolio by focusing on cash flow-based financing in sectors that promote sustainability and long-term value creation. This includes areas such as green energy, energy efficiency, and other projects with stable, verifiable revenue streamss.

As part of this expansion, the Company plans to actively pursue co-lending partnerships with financial institutions, combining institutional capital with its own sectoral expertise to serve high-potential borrowers more effectively. Co-lending will allow the Company to scale responsibly while maintaining credit discipline and operational control.

To support its growth objectives, the Company proposes to raise equity capital of up to ?50.00 crore through a Rights Issue or other approved modes. It also intends to secure finance on eligible portfolios from banks and development financial institutions in accordance with applicable regulatory norms.

These initiatives are designed to strengthen the Companys funding base, diversify its risk exposure, and position it as a forward-looking NBFC focused on sustainable finance and collaborative lending models.

12. DISCLOSURE OF ACCOUNTING TREATMENT

There has been no deviation in the accounting treatment followed by the Company during the year from the prescribed Accounting Standards notified under the Companies Act, 2013. Accordingly, no alternative accounting treatment, differing from that prescribed in the applicable Accounting Standards, has been adopted in the preparation of the financial statements. The financial statements present a true and fair view of the state of affairs and performance of the Company.

13. COMPLIANCE AND REGULATORY

During the year under review, the Company has complied with all the prudential norms, regulations and guidelines prescribed by RBI applicable to NBFCs and the laws, regulations, circulars, notifications as required under the Companies Act, 2013, all the applicable SEBI Regulations, tax laws and other regulatory provisions.

14. TRANSFER TO RESERVES

According to the provisions of section 45-IC of the RBI Act, 1934, non-banking financial companies ("NBFCs") are required to transfer a sum not less than 20% of its net profit every year to reserve fund before declaration of any dividend. Accordingly, the Company has transferred a sum of ?21.50 Lacs to the statutory Reserves during the under review.

15. CASH FLOW STATEMENT

In compliance with the provisions of Section 134 of Companies Act, 2013 and Regulation 34(2) (c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Cash flow statement for the financial year ended March 31, 2025 forms part of this Annual

Report.

16. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors hereby state that;

1. In the presentation of the Annual accounts, applicable standards have been followed and there are no material departures.

2. The Directors have selected such accounting policies and apply 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 31^st March, 2025 and profit/loss for the Company for the year ended 31^st March 2025.

3. The Directors have taken proper and sufficient care in the maintenance of adequate accounting records in accordance with the provisions of the Act for safe guarding 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 had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and

6. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

17. NUMBER OF MEETINGS OF BOARD

The Board met 4 times during the Financial Year ended 31^st March 2025 on the following dates:

• 27-05-2024

• 24-07-2024

• 25-10-2024

• 11-02-2025

Name of Directors	No. of Meetings attended
Dr. K.R. Shyamsundar	1
Dr. Bala V Kutti	4
Ms. K B K Vasuki	4
Mr. N. Bhaskara Chakkera	4
Mr. Vineet Niranjan Jagtap	4

18. AUDIT COMMITTEE

A qualified and Independent Audit Committee of the Board of the company is functioning. It monitors and supervises the Managements financial reporting process with a view to ensure accurate and proper disclosure, transparency and quality of financial reporting. The committee reviews the financial and risk management policies and also the adequacy of internal control systems and holds discussions with Statutory Auditors and Internal Auditors. This is enhancing the credibility of the financial disclosures of the company and also provides transparency.

a) Terms of reference

The role and terms of reference of the Audit Committee cover the areas mentioned under Regulation 18 (3) of Listing Regulations and Section 177 of the Companies Act, 2013, besides other terms as may be referred to by the Board of Directors from time to time.

b) Composition

The Company continued to derive immense benefit from the deliberations of the Audit Committee comprising of Directors, Dr. Bala V Kutti, Mr. Vineet Niranjan Jagtap and Ms. K B K Vasuki who are highly experienced and having knowledge in project finance, accounts and company law. Ms. K. B. K. Vasuki is the Chairman of the Audit Committee. The Company Secretary acts as the Secretary of the Audit Committee.

c) Meetings and attendance during the year

The Committee met 4 times during the Financial Year ended 31^st March 2025. These were on

• 27-05-2024

• 24-07-2024

• 25-10-2024

• 11-02-2025

The details of the attendance of the Members are as follows:

Name of Members	No. of Meetings attended
Mr. Vineet Niranjan Jagtap	4
Dr. Bala V Kutti	4
Ms. K B K Vasuki	4

d) Details of Recommendations of Audit Committee which were not accepted by the

Board along with reasons

During the year the Board of Directors has considered all the recommendations made by the Audit Committee and has accepted and carried on the recommendations suggested by the Committee to its satisfaction. Hence there are no recommendations unaccepted by the Board of Directors of the Company during the year under review.

e) Criteria for evaluation of the performance of the independent directors

The criteria for evaluation of the performance of Independent Directors, include their qualification, experience, competency, knowledge, understanding of respective roles (as Independent Director and as a member of the Committee of which they are Members/Chairpersons), adherence to Codes and ethics, conduct, attendance and participation in the meetings, etc.

19. NOMINATION AND REMUNERATION COMMITTEE

a) Term of reference

The role and terms of reference of the Nomination and Remuneration Committee cover the areas mentioned under Regulation 19 (4) of Listing Regulations and Section 178 of the Companies Act, 2013, besides other terms as may be referred to by the Board of Directors from time to time.

b) Composition, name of members and Chairperson

The Committee consists of the following members of the Board Dr. Bala V Kutti, Mr. Vineet Niranjan Jagtap and Ms. K B K Vasuki.

20. STAKE HOLDERS RELATIONSHIP COMMITTEE

a) Term of reference

The role and terms of reference of the cover the areas mentioned under Section 178 of the Companies Act, 2013, besides other terms as may be referred to by the Board of Directors from time to time.

b) Composition, name of members and Chairperson

The Committee consists of the following members of the Board Dr. Bala V Kutti, Mr. Vineet Niranjan Jagtap and Ms. K B K Vasuki (Chairperson).

c) Meetings and attendance during the year

The Committee met 1 time during the Financial Year ended 31^st March 2025 on 11^th February, 2025 and all the Members of the Committee were present.

21. THE KEY PARAMETERS FOR ANY VARIABLE COMPONENT OF REMUNERATION AVAILED BY THE DIRECTORS

None

22. POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION

The details are available in the website of the Company at https://indusfinance.in/policies/

23. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct as per the Guidelines issued by the Securities and Exchange Board of India for prevention of insider trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code prohibits the purchase or sale of Company shares by the Directors and the 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.

24. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED. CHANGED THEIR DESIGNATION AND RESGINED OF THE COMPANIES ACT. 2013.

S. No DIRECTOR AND DESIGNATION	DATE
1. Mr. Shyam Sundar- Independent Director	Cessation -19/07/2024
2. Mr. N. Bhaskara Chakkera - Executive Director	Change in designation - 16/04/2024
3. Mr. N. Bhaskara Chakkera - Non - executive Director	Change in designation - 25/04/2025
4. Mr. N. Bhaskara Chakkera - Chief Executive Officer	Cessation -25/04/2025
5. Mr. Vineet Niranjan Jagtap - Independent Director	Change in designation - 16/04/2024
6. Ms. Alice Chhikara	Appointment - 27/05/2025

25. STATEMENT ON INTEGRITY. EXPERTISE AND EXPERIENCE (INCLUDING PROFICIENCY) OF INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

Pursuant to the provisions of Section 134(3)(d) of the Companies Act, 2013 and Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors hereby states that, in its opinion, Mr. Vineet Niranjan Jagtap Independent Director, appointed during the year possess the required

integrity, expertise, and experience (including proficiency) to effectively discharge their duties as Independent Directors of the Company.

The Board further affirms that the integrity, qualifications, professional background, and extensive experience of the Independent Directors are commensurate with the responsibilities entrusted to them and are in alignment with the highest standards of corporate governance. The proficiency of the said Independent Directors has been evaluated in accordance with the applicable provisions of the Companies Act, 2013.

26. RE-APPOINTMENT OF DIRECTORS RETIRING BY ROTATION

In terms of Section 152 of the Companies Act, 2013, Dr. Bala V Kutti (DIN: 00765036) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The Board of Directors based on the recommendation of Nomination and Remuneration Committee, has recommended the re-appointment of Dr. Bala V Kutti (DIN: 00765036) retiring by rotation.

27. Disclosure of certain types of agreements binding listed entities

Information disclosed under clause 5A of paragraph A of Part A of Schedule III of these regulations - NIL.

28. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

The company did not receive any service requests from shareholders for issue of duplicate share certificates, endorsement, transmission, transposition, etc during the year under review.

29. COMPLIANCE WITH CODE OF CONDUCT

The Company has framed Code of Conduct for the Board of Directors and Senior Management personnel of the Company. The Code of Conduct is available on the Companys website. All the Board of Directors and Senior Management personnel have affirmed compliance with the Code of conduct as on March 31,2025.

As required under Regulation 26(3) and Schedule V (D) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a declaration from Mr. Bala Venckat Kutti Managing Director to this effect has been furnished in the Annual Report as Annexure- 1.

30. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS

Detailed information is provided in respect of loans under long term loans and advances in Notes forming part of the financial statement; similarly detailed information is provided under Non - Current Investments in Notes forming part of the financial statement. As regards guarantee, the Company has not provided any guarantee to any person or Bodies Corporate.

31. BUSINESS RISK MANAGEMENT

The details are available in the website of the Company at https://indusfinance.in/wpcontent/uploads/2021 /06/RISK.pdf

32. RIGHTS ISSUE:

During the financial year, the Board has approved the proposal for a fresh rights issue of up to ?50 Crores for expansion requirements and a committee is formed to negotiate the terms and appoint agencies to complete the task in compliance with Statutory and regulatory requirements.

33. BOARD EVALUATION:

Section 134 of the Companies Act, 2013 states that formal evaluation needs to be made by the Board, of its own performance and that of its committees and the individual Directors. Schedule IV of the Companies Act,2013 and regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors excluding the Directors being evaluated.

Pursuant to the Provisions of Section 134 (3) (p) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 the Board has carried out an evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its shareholders etc. The Directors expressed their satisfaction with the evaluation process.

34. DEPOSITS:

During the year under review the company has not accepted any deposits from the public within the ambit of section 73 of the companies Act, 2013 and the companies (Acceptance of Deposits) Rules, 2014.

35. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There have been no significant and material orders passed by the courts or regulators or tribunals impacting the going concern status and Companys operations.

36. VIGIL MECHANISM

As required under Section 177 of Companies Act, 2013 (the Act) and Regulation 22 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, the Company has established a vigil mechanism for Directors and employees to report genuine concerns through the whistle blower policy of the Company as published in the website of the Company. As prescribed under the Act and the Listing Regulations, provision has been made for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

37. FINANCIAL STATEMENT OF THE SUBSIDIARY COMPANY IF ANY

The Company does not have any Subsidiaries.

38. INDUSTRIAL RELATIONS AND PARTICULARS OF EMPLOYEES

As on 31^st March 2025, your Company had 7 employees on its rolls. The employees will be inducted into permanent services of the Company after training to fill up vacancies as when arises. Your company has not issued any shares under Employees Stock Option Scheme during the year under review.

39. DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS:

During the financial year there has been a significant rise only in Debtors Turnover, which shows more than 25% increase from 0.58 times of the immediately previous financial year to

0.87 for the current year.

40. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT

There were no material developments in relation to Human Resources / Industrial Relations in your Company as the Company has minimum employee strength.

41. DETAILS OF ANY CHANGE IN RETURN ON NET WORTH AS COMPARED TO THE IMMEDIATELY PREVIOUS FINANCIAL YEAR ALONG WITH A DETAILED EXPLANATION THEREO

The Return on Net Worth (RoNW) for the financial year ended 31st March 2025 stood at 6.43%, as compared to 4.31% in the previous financial year 31st March 2024. The increase in RoNW is primarily attributable to improved operational efficiency and enhanced profitability during the year under review. The Company recorded higher income from core business activities, alongside prudent cost management measures, which collectively contributed to the improvement in net profit and, consequently, a higher return on shareholders equity.

42. AUDITORS

As per section 139 (2) of the Companies Act, 2013 M/s. B.N. MISRA & Co. (ICAI Firm Registration No. 321095E) was appointed as Statutory Auditors of the company to hold the office from the conclusion of 31st Annual General Meeting until the conclusion of the 36th Annual General Meeting. The Independent Auditors Report given by the Auditors on the financial statement of the Company is forming part of the Annual Report. There are no qualifications, reservations or adverse remarks or disclaimers made in the Auditors Report for the financial year.

43. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

NIL

44. ANNUAL RETURN

Pursuant to the provisions of Section 134(3) (a) of the Companies Act, 2013, the Annual return as per provisions of Section 92 (3) of the Companies Act, 2013 can be viewed on the website of the company www.indusfinance.in and can be accessed at https://indusfinance.in/wp-content/uploads/2024/06/IFL-ANNUAL-REPORT-2023-24.pdf

45. INDEPENDENT DIRECTORS DECLARATION

The Company has received declarations from all the Independent Directors on the board of the Company for the year under review, confirming that they continue to meet with the

criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 25 & 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and amendments made under thereto. The Independent Directors have also confirmed that they are not on the Board of more than three NBFCs (NBFC-Middle Layer or NBFC-Upper Layer) at the same time in line with RBI Scale Based Regulations.

46. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT. PAYMENT OF REMUNERATION AND OTHER MATTERS PROVIDED UNDER SECTION 178(3) OF THE COMPANIES ACT. 2013:

The Board, on the recommendation of the Nomination and Remuneration Committee, had framed a policy which inter alia provides the criteria for selection and appointment of Directors, Key Managerial Personnel, Senior Management, evaluation of their performance and the remuneration payable to them. The criteria for determining qualifications, positive attributes and independence of Directors have been stated in the Nomination and Remuneration Policy. The Nomination and Remuneration policy of the company is available in the website of the Company at https://indusfinance.in/wp- content/uploads/2021/06/EMPQLICY.pdf.

47. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

During the Financial Year 2024-25, your Company has complied with applicable Secretarial Standards, namely SS-1 & SS-2 issued by the Institute of Company Secretaries of India.

48. CONSERVATION OF ENERGY/TECHNOLOGY ABSORPTION/FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of Energy:

Steps taken or impact on conservation of energy	The operations of the Company are not energy-intensive. However, wherever possible, the Company strives to curtail the consumption of energy on a continuing basis.
Steps taken by the company for utilizing alternate sources of energy
Capital investment on energy conservation

B. Technology absorption:

Efforts made towards technology absorption	Not Applicable
Benefits derived like product improvement, cost reduction, product development or import substitution
Expenditure on Research & Development, if any
Details of technology imported, if any
Year of import
Whether imported technology fully Absorbed
Areas where absorption of imported technology has not taken place, if any

C. Foreign Exchange Earning and Outgo:

Total Foreign exchange earned: NIL Total Foreign exchange outgo; NIL

49. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Your Company does not fall under the purview of Section 135 and Schedule VII of the Companies Act, 2013 read with The Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended.

50. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013

The Company is not required to have an Internal Complaints Committees as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company firmly provides a safe, supportive and friendly workplace environment and workplace where our values come to life through the underlying behaviours. Positive workplace environment and a great employee experience are integral parts of our culture. During the year under review, there were no cases filed pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

51. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

NIL

52. THE 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

NIL

53. MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this Report.

54. Disclosures pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014.

The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year - 2024-25	5.09
The percentage increase in remuneration of each director, Chief Financial Officer, Company Secretary in the financial year - 2024-25.
The percentage increase in the median remuneration of employees in the financial Year - 2024-25	27.35
The number of permanent employees on the rolls of Company as on 31st March 2025	7
Average percentage increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentage increase in the managerial remuneration and justification thereof.	20 % increase in other than Managerial Personnel. No increase in remuneration of Managerial Personnel.
Affirmation that the Remuneration is as per the	The remuneration is as per the
Remuneration Policy	Nomination and Remuneration Policy for the Directors, Key Managerial Personnel and Other Employees of the Company, formulated pursuant to the provisions of Section 178 of the Companies Act, 2013

55. Particulars of Employees and Related Disclosures

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report. Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. Having regard to the provisions of the second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may address their email to contact@indusfinance.in.

56. REPORT AS PER SECTION 134 READ WITH RULE 8 AND SUB RULE 5 OF COMPANIES ACCOUNTS RULES 2014

i. Change in nature of business, if any: NIL

ii. Name of Companies which have become or ceased to be its subsidiaries, Joint Ventures or associate companies during the year: NA

57. TRANSACTIONS WITH RELATED PARTIES

The particulars of material contracts or arrangements with related parties referred to in section 188(1) and applicable rules of the Companies Act, 2013 are provided with respect to Related Parties under the Notes on accounts and transactions with related parties are given in detail under note No.23 of the notes on accounts in the format Form AOC-2, which forms part of this report in Annexure II.

58. COST AUDIT & COST REPORT

Provisions relating to cost audit and cost records are not applicable to the Company.

59. SECRETARIAL AUDIT REPORT

M/s. KRA & Associates, Practising Company Secretaries are the Secretarial Auditors of the Company for the year under review and the report received from Ms. Aishwarya - Partner, M/s. KRA & Associates is attached with this report in Form No. MR-3 under Annexure III. For the current financial year, we have not received any qualification, reservation or adverse remark or disclaimer in the Audit Report.

60. ADEQUACY OF INTERNAL CONTROL

Your Company has effective and adequate internal control systems in combination with delegation of powers. The control system is also supported by internal audits and management reviews with documented policies and procedures.

M/s. Kailash Jain & Associates, Chartered Accountants, are the Internal Auditors who continuously monitor and strengthen the financial control procedures in line with the operations of the Company.

61. PERSONNEL

Employee relations have been very cordial during the financial year ended March 31, 2025. The Board wishes to place on record their appreciation to all the employees in the Company for their sustained efforts and immense contribution to the high level of performance and growth of the business during the year. The Management team of the Company comprises of experienced passionate driven professionals committed to the organizational goals.

62. ACKNOWLEDGEMENT

The Directors wish to place on record their sincere thanks and gratitude to all the Shareholders, Bankers, State Governments, Central Government and agencies, statutory bodies and customers for their continued co-operation and excellent support extended to the Company from time to time. Your Directors place on record their utmost appreciation for the sincere and devoted services rendered by the employees at all levels.

	For and on behalf of the Board of INDUS FINANCE LIMITED
Place: Chennai	Bala Venckat Kutti Chairman
Date: 27-05-2025	(DIN : 00765036)