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Indus Finance Ltd Directors Report

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Jul 12, 2024|03:41:00 PM

Indus Finance Ltd Share Price directors Report

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MANAGEMENT DISCUSSION AND ANALYSIS REPORT

To

The Members

Your Directors are pleased to present this 33rd Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2024.

FINANCIAL HIGHLIGHTS AND PERFORMANCE

[Rs. In Lakh]

PARTICULARS

2023-24 2022-23

Income from Operations

339.00 212.75

Other Income

60.00 49.92

Gross receipts

399.00 262.67

Expenses

258.71 214.98

Depreciation & Amortization

51.44 3.08

Total Expenses

310.15 218.06

PBT

88.85 44.60

TAX

13.86 5.31

PAT

74.99 39.29

Transfer to Statutory Reserves

15.10 7.86

FINANCIAL PERFORMANCE:

The financial year 2023-24 saw steady performance. The income from operations improved by 59% over the previous year, mainly due to the turnaround and better performance of the loan portfolio. Gross receipts were higher by 52% and the PAT during the year under review doubled to Rs 88.85 lakh compared to Rs.39.29 lakh during the previous year. Depreciation & Amortizations were higher by Rs 48.36 lakh, so also the finance cost of funds which have significant contribution for the increased expenses.While analysing the progress made your company has kept close watch on the market developments and some of the information collated are as follows.

DIVIDEND:

A final dividend of Rs.0.30 (Thirty Paise Only) per equity share on the paid up equity share capital of the Company, as recommended by the Board of Directors

MARKET SCENARIO:

(a)Regulatory Environment- Industry structure and developments:

Year 2023-24 saw Regulator (Department of Supervision, RBI) introducing stricter, comprehensive regulatory returns and focusing on examining licensing requirements for NBFCs and initiating supervisory actions against non-compliant entities. The RBI has implemented a new four-layer regulatory structure for NBFCs based on their size, activity, and perceived riskiness and issued Master Directions on Scale Based Regulations. The SBR classifies NBFCs in to 4 categories viz. (a) NBFC-Base Layer: (b) NBFC-Middle Layer: (c) NBFC-Upper Layer: and (d) NBFC-Top Layer (Ideally Empty. The new structure aims at better regulatory norms and stringent compliances and is expected to bring more stability and order to the NBFC sector. Concerned about potential spillover effects of certain turbulent environment in the past on the financial services industry, the Reserve Bank of India (RBI) has taken proactive measures by tightening regulations and intensifying scrutiny of NBFCs. These measures aim to address governance issues, strengthen risk management practices, and enhance overall supervision.Your Company falls under the Base Layer and is categorised as NBFC-Investment and Credit Company (NBFC-ICC) and has complied with all regulatory directions/guidelines like reporting customer data to all the four Credit Information Companies (CICs) as per Credit Information Companies (Regulations) Act,2005 (CICRA), submission, downloading or updating the KYC data of the customers to/from the CKYC Registry, registering/ notifying the details of borrowers with the Information Utility(IU) registered with the IBBI under section 210 of IBC,2016, registering/notifying the asset mortgage details with CERSAI in respect of the mortgaged assets of the borrowers. Your company is also registered with the Financial Intelligence Unit of India (FIU) for reporting of any suspicious transaction or fraud.

(b)Domestic Economy in 2024:

Despite much global turbulence like Russia-Ukraine war, Israel-Gaza attack which resulted in steep hike in crude price and movement of essentials commodities, the Indian economy during the financial year 2023-24 continued to exhibit strong performance with broad-based growth across sectors, driven by pickup in rural demand and sustained momentum in the manufacturing sector. Post pandemic, credit to Industry has been moderating and continues to do so. However, marginal decrease during the year compared to 2023 indicate slow pick up of private investment during the year despite growth in manufacturing. Overall non-food credit flow has been steady during the year and hovering around 15%. There was robust growth in credit to service sector, with share of NBFC credit to service sector remaining around 35%. There was high level of growth in personal loan indicating better consumer confidence in growth & stability. The robust demand for residential accelerated the growth of the construction sector by double digits. The manufacturing and service sectors also experienced considerable progress.

(c). NBFC sector in 2024:

With Over 9000 registered NBFCs in the country, the NBFC sector continued with healthy growth this year with retail segment making the bulk. Since 2023 many NBFCs have engaged in co-lending partnerships with major banks, thus playing a pivotal role in the economy, complementing traditional banks by providing funds to various sectors. The NBFC sector in India has witnessed remarkable transformations since its emergence, with segments such as housing finance, microfinance and consumer finance contributing to its expansion. This growth is driven by various factors, such as a rising middle class, enhanced financial inclusion and positive policy interventions. Digitisation has been a game-changer for the Nonbanking Financial Company (NBFC) sector, enabling faster and more efficient processes, as well as a superior customer experience. Indias digital consumer base is the second largest in the world and growing at the second-fastest rate amongst major economies. Indias inclusive digital model is narrowing the digital divide within the country and bringing benefits of technology to all segments of people. Share of NBFCs in overall credit in India as at March 2024 stood approximately at Rs34.00 lakh crore (18%) as against Rs 4.00 lakh crore (12%) March 2008.

Future Outlook:

Experts believe that NBFCs with strong fundamentals, affective risk management and good corporate governance are well positioned for success. Strict adherence to Regulatory norms, ethical lending practices, adapting technology with responsibility and customer satisfaction will be crucial for success. With co-lending picking up and adequate funds at their disposal, NBFC sector is expected to see sustained growth as credit demand recovers and interest rates stabilise. Strategic partnership with traditional banks can unlock new growth opportunities for NBFCs. Both Banks and NBFCs can have leverage in terms of Banks extensive infrastructure and NBFCs specialised services in certain functional areas. Retaining customers and acquiring new clients will be critical for sustained growth of NBFCs. The sector may witness consolidation and merger of small players. Sharing data through common platforms like CKYCR and CICs will provide opportunities to NBFCs to specialize in niche areas and offer innovative financial products. The use of scorecards provided by the CICs and the data available with IUs, CERSAI/CKYC would enable the NBFCs to improve their credit assessment capabilities. With the help of digital collection and data analysis NBFCs are expected to improve their collection efficiency. Green and sustainable financing is also emerging as a sunrise sector, with NBFCs playing a key role in financing projects that promote environmental sustainability. The manufacturing sector is also expected to maintain its momentum on the back of sustained profitability and pick-up in rural demand. The Regulator appear to be very vigilant and ensures strict compliance of regulatory directions which is very much essential for stability and integrity of NBFC sector. However, the regulatory norms of recognition of asset quality becoming 90 days (earlier 180 days) even for Base layer NBFCs is likely cause raise in non-performing assets of some of the aggressive players.

The future of NBFCs in India appears to be positive, with the sector striving for continued growth. As the economy grows more individuals and business, seek credit and NBFCs appear to be in very good position to meet the demand.

Opportunities & Threat:

Credit to the rural people is one of the biggest opportunities NBFCs can bank upon. Most of the Rural area in the country still having limited presence of banks and the credit demand in the rural area picking up, with people in the Rural sector not having borrowing history in the past, NBFCs have first mover advantage in terms of credit assessment as well as faster delivery of credit. Yet another area which boosts for NBFC credit is the Micro, Small and Medium enterprises [MSME] sector wherein NBFCs provide funds based on their invoices due for payment with less paperwork. One of the key advantages of NBFCs is their ability to be flexible in their lending practices. Unlike banks, which have a rigid set of guidelines for lending, NBFCs can tailor their lending practices to meet the specific needs of their clients. This has made them an attractive option for those who are looking for more personalised financial services.

NBFC sector faces significant challenges, especially from the banking industry. Banks targeting the same customer base as NBFCs will require scale, resulting in intensified competition in the sector. There is increased competition from the existing players and potential new entrants like fintech companies also. Ensuring new regulatory compliance, accurate data reporting and consumer protection guidelines, mitigating cyber security risks associated with the technology are the fresh challenges. Accessing low-cost funds has always been a dream for this sector. Unlike banks, NBFCs are not allowed to have Savings and Current accounts which account for substantial low-cost funds of banking Industry. Even the term deposits also cost more for this sector as customers prefer Bank FD for easy liquidity in case of emergency. Another challenge faced by the NBFCs is getting refinance for their smooth working. The major source of refinancing all these days was Bank credit, capital market and many a times from the competitors or large NBFCs. In all the cases NBFCs have to work on a thin margin or spread and always bear the brunt of recovery and bad debt.

Raising money from the capital market also has been not easy for the NBFCs in the last couple of years with the failure & its after effect of some of the large NBFCs. With the Financial market growing day by day ,the loan ticket size getting bigger and the regulator also insisting for reasonable Net own funds in the coming years, survival of many NBFCs becomes a question mark. Though the smaller NBFCs are exempted from capital adequate ratio (CRAR), they cannot surpass the leverage ratio beyond 7. Increased regulatory compliance, technology-oriented platforms, training need extra money on educating people including the personnel.

RISKS & CONCERNS:

Credit & Operational Risks are the inherent risks associated with the business module of NBFCs as most of them are exposed to non-traditional sector and clients with poor or no past credit history. Default in repayment obligations by the borrowers and effect of consequential actions, deterioration of quality of assets due to prolonged legal battles have serious repercussion on the performance of NBFCs. Very often many NBFCs end up losing substantial portion of the money lent when the loan assets go bad and the prime or collateral securities are inadequate for the full recovery of the loan. Increased default & poor recovery also results in Liquidity mismatch or Asset Liability mismatch forcing the NBFCs to resort to borrowing at high interest rates so as to meet the obligations. Fluctuating interest rates depending on the demand & supply of credit is also a concern for the NBFCs. Studies indicate that unhealthy competition, poor KYC and credit appraisal system, not so impressive Operational Risk Management system and absence of standard operating systems were the root cause for the failure of some large NBFCs in the sector. IFL always followed all the statutory and regulatory guidelines issued in dealing with the situation. Your Company has appropriate policies in place to manage the various risk associated with the business of the company. As mentioned in our earlier years reports, the cautious wait & watch approach adapted by the Company for the last couple of years has enabled to survive the vulnerable market conditions. With the economy & the business having crossed the pre-covid position and the Company having made substantial progress in the concluded financial year, IFL wishes to increase the business substantially in the ensuing financial year.

FUTURE PLANS:

In order to capitalise on the growing demand for financial needs of green power sector, commercial last mile and turn around opportunities available in the market and growing retail market, your company plans to increase the loan portfolio substantially with more focus on entities and projects with regular cash flow to meet the expansion needs. Your company plans to raise equity capital up to Rs 50.00 crore by way of Rights issue or any other mode of capital raising during the year 2024-25.Your company is also planning to raise refinance on existing and new portfolio from FIs /Banks within the eligible norms as prescribed under the Regulatory norms.

TRANSFER TO RESERVES

The Company transferred Rs.15.10 Lacs to the statutory Reserves during the under review.

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, 2024 forms part of this Annual Report.

DIRECTORS RESPONSIBILITY STATE MENT

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 31st March, 2024 and profit/loss for the Company for the year ended 31st March 2024.

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.

NUMBER OF MEETINGS OF BOARD

The Board met 6 times during the Financial Year ended 31st March 2024. These were on 05-04-2023, 29-05-2023, 10-08-2023, 06-11-2023, 01-02-2024, 20-03-2024.

Name of Directors

No. of Meetings attended

Mr. Niranjan R. Jagtap

4

Dr. K.R. Shyamsundar

5

Dr. Bala V Kutti

6

Ms. K B K Vasuki

6

Mr. N.Bhaskara Chakkera

6

Mr. Vineet Niranjan Jagtap

2

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 deliberation of the Audit Committee comprising of Directors, Dr. K.R. Shyamsundar, Dr. Bala V Kutti 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 5 times during the Financial Year ended 31st March 2024. These were on 05-04-2023, 29-5-2023,10-8-2023,06-11-2023,01-02-2024.

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

Name of Directors

No. of Meetings attended

Mr. Niranjan R. Jagtap

3

Dr. K.R. Shyamsundar

4

Dr. Bala V Kutti

1

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.

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 Ms. K B K Vasuki (Chairman), Dr. K.R. Shyamsundar and Dr. Bala V Kutti.

c) Meetings and attendance during the year

The Committee met on 10.08.2023, 01.02.2024 during the Financial Year 2023-24 and the details of the attendance of the Members are as follows:

Name of Directors

No. of Meetings attended

Mr. Niranjan R. Jagtap (cessation

1

on 20.11.2023)

Dr. K.R. Shyamsundar

2

Ms. K B K Vasuki

2

Dr. Bala V Kutti

1

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, Dr. K.R. Shyamsundar and Ms. K B K Vasuki (Chairman).

c) Meetings and attendance during the year

The Committee met on 01-02-2024 during the Financial Year 2023-24 and all the members were present.

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

None

POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION

The details are available in the website of the Company at www.indusfinance.in

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.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

DIRECTOR AND DESIGNATION

DATE

1. Mr. Niranjan R Jagtap Independent Director

Cessation -20/11/2023

2. Mr. N..Bhaskara Chakkera Executive Director

Appointment- 01/02/2024

3. Mr. Vineet Niranjan Jagtap Independent Director

Appointment- 01/02/2024

REAPPOINTMENT 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 reappointment of Dr. Bala V Kutti (DIN 00765036) retiring by rotation.

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 Company s website. All the Board of Directors and Senior Management personnel have affirmed compliance with the Code of conduct as on March 31, 2024.

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

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 Statements; similarly detailed information is provided under Non- Current Investments in Notes forming part of the financial statements. As regards guarantee, the Company has not provided any guarantee to any person or Bodies Corporate.

BUSINESS RISK MANAGEMENT

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

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.

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.

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.

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.

FINANCIAL STATEMENTS OF THE SUBSIDIARY COMPANY IF ANY

The Company does not have any Subsidiaries.

INDUSTRIAL RELATIONS AND PARTICULARS OF EMPLOYEES

As of 31st March 2024, Your Company has 7 employees on its rolls. The employees will be inducted in to 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.

DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS:

The above mentioned disclosure is not applicable to the company.

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.

AUDITORS

As per section 139 (2) of the Companies Act, 2013 M/s. B.N MISHRA, Chennai (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 statements of the Company is forming part of the Annual Report.

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

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/2023/12/IFL-ANNUAL-RETURN-22-23.pdf .

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.

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/EMPOLICY.pdf.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

During the Financial Year 2023-24, your Company has complied with applicable Secretarial Standards, namely SS-1 & SS-2 issued by the Institute of Company Secretaries of India.

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

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.

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.

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.

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 2023-24

6.04

The percentage increase in remuneration of each director, Chief Financial Officer, Company Secretary in the financial year 2023-24.

NIL

The percentage increase in the median remuneration of employees in the financial Year 2023-24

NIL

The number of permanent employees on the rolls of Company as on 31.03.2024

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.

NIL

Affirmation that the Remuneration is as per the Remuneration Policy

The remuneration is as per the 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

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 and as advised, 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.

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

Change in nature of business, if any: NIL

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

TRANSACTIONS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in section 188(1) and applicable rules of the Companies Act, 2013 is provided with respect to the list of Related Parties under the Notes on accounts and with respect to transactions with related parties are given in detailed under note No.24 of the notes on accounts in the format Form AOC-2, which forms part of this report in Annexure II.

COST AUDIT & COST REPORT

Provisions relating to cost audit are not applicable to the Company. Similarly, the Central government has not prescribed the maintenance of Cost Records under Section 148 (1) of the Act.

SECRETARIAL AUDIT REPORT

M/s. KRA & Associates, Practising Company Secretaries are the Secretarial Auditor 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 .As regards to the observation of the Secretarial Auditor in her report, your company is taking steps for appropriate solution.

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 are the Internal Auditors who continuously monitor and strengthen the financial control procedures in line with the operations of the Company.

PERSONNEL

Employee relations have been very cordial during the financial year ended March 31, 2024. The Board wishes to place on record its 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.

ACKNOWLEDGEMENT

The Directors wish to place on record their sincere thanks and gratitude to all its Shareholders, Bankers, State Governments, Central Government and its 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.

Place: Chennai

Date:27-05-2024

For and on behalf of the Board of

INDUS FINANCE LIMITED

Bala V Kutti

Chairman

DIN : 00765036

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  • Prevent Unauthorized Transactions in your demat / trading account Update your Mobile Number/ email Id with your stock broker / Depository Participant. Receive information of your transactions directly from Exchanges on your mobile / email at the end of day and alerts on your registered mobile for all debits and other important transactions in your demat account directly from NSDL/ CDSL on the same day." - Issued in the interest of investors.
  • KYC is one time exercise while dealing in securities markets - once KYC is done through a SEBI registered intermediary (broker, DP, Mutual Fund etc.), you need not undergo the same process again when you approach another intermediary.
  • No need to issue cheques by investors while subscribing to IPO. Just write the bank account number and sign in the application form to authorise your bank to make payment in case of allotment. No worries for refund as the money remains in investor's account."

www.indiainfoline.com is part of the IIFL Group, a leading financial services player and a diversified NBFC. The site provides comprehensive and real time information on Indian corporates, sectors, financial markets and economy. On the site we feature industry and political leaders, entrepreneurs, and trend setters. The research, personal finance and market tutorial sections are widely followed by students, academia, corporates and investors among others.

RISK DISCLOSURE ON DERIVATIVES
  • 9 out of 10 individual traders in equity Futures and Options Segment, incurred net losses.
  • On an average, loss makers registered net trading loss close to Rs. 50,000.
  • Over and above the net trading losses incurred, loss makers expended an additional 28% of net trading losses as transaction costs.
  • Those making net trading profits, incurred between 15% to 50% of such profits as transaction cost.
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This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.