Intec Capital Ltd Management Discussions

INDIAN ECONOMIC REVIEW:

Following Indias continued emergence as a global economic powerhouse, the country has demonstrated remarkable resilience and growth momentum throughout FY 2024-25. Indias real GDP growth for FY 2024-25 is estimated at 6.4 percent, supported by agriculture and services, with stable private consumption. The economy has maintained its position as one of the fastest-growing major economies globally, driven by robust domestic demand, strong manufacturing performance, and a thriving services sector. Indias sustained GDP growth remains among the fastest in major economies, underpinned by its expanding industrial output, a thriving services sector, and ongoing digital transformation. The countrys attractiveness as an investment destination has further strengthened, supported by its massive scale of operations, abundant skilled talent pool, and continued prowess in technology and innovation. Indias stock markets have shown resilience despite global uncertainties. The Nifty 50 index has demonstrated relative stability, maintaining its position as a key barometer of

Indias economic health. Current Account Deficit (CAD) remained manageable at 1.2% of GDP in Q2 FY25 due to robust remittance inflows and a services trade surplus.

India continues to strengthen its position in global trade, with the services sector maintaining its competitive edge and contributing significantly to export earnings.

Foreign direct investment (FDI) inflows increased by 17.9% in the first eight months of FY25, reaching Rs. 4,81,663 crore (US$ 55.6 billion). This demonstrates continued confidence from international investors in Indias growth trajectory and policy framework. The IMF projects India to become a USD 5 trillion economy by FY28 and USD 6.3 trillion by FY30, with a nominal GDP growth rate of 10.2% (FY25-FY30).

NBFC SEGMENT IN INDIA:

The Indian NBFC sector has continued to play a crucial role in the countrys financial ecosystem throughout FY 2024-25.

The Non-Banking Financial Companies (NBFCs) sector in India has undergone remarkable growth, establishing itself as a significant player within the countrys financial landscape

The sector has demonstrated remarkable adaptability and resilience, leveraging technology and innovation to serve diverse customer segments.

NBFCs have maintained their vital role as the primary source of finance for large segments of the population, particularly MSMEs and economically underserved communities. They have continued to excel in providing tailored financial solutions with their extensive geographical reach, deep understanding of varied financial requirements, and extremely fast turnaround times. Analysts expect large, vsdiversified

0-20% for banks in FY25. withThe sector has witnessed significant the increasing adoption of digital technologies, neo-banking solutions, enhanced UPI penetration, and mobile banking services. In 2024, Indian corporates raised Rs. 58,120 crore (US$ 6.77 billion) through over 230 private credit deals, with NBFCs being active participants. This growth trajectory is expected to continue with the total for private credit deals, including those by NBFCs, expected to reach up to Rs. 85,850 crore (US$ 10 billion) in 2025.

The regulatory environment has continued to evolve, with RBI maintaining its focus on ensuring robust governance and risk management practices across NBFCs. Despite regulatory challenges, the sector has shown strong fundamentals with improved capital adequacy, better asset quality, and enhanced operational efficiencies.

MICRO, SMALL AND MEDIUM ENTERPRISES (MSME):

The MSME sector has remained the backbone of Indias economy throughout FY 2024-25, with more than 6.30 crore enterprises emerging as a highly vibrant and dynamic sector of the Indian economy, fostering entrepreneurship and generating employment opportunities at comparatively lower capital cost, next only to agriculture.

The Government of India has continued its strong support for the MSME sector through various initiatives and policy measures. The Ministry of MSMEs has been allocated INR 22,137.95 Cr under the interim Budget 2024-25 for implementing various schemes and technology upgrades. The sector has benefited significantly from digital transformation initiatives, with schemes like the Digital MSME Scheme empowering all MSMEs registered with the Udyam registration portal to adopt Information Communication Technology (ICT) tools and applications in their production and operations.

Key government initiatives that have supported the sector include the enhanced MUDRA loan limits, with the MUDRA loan limit for MSMEs increased from Rs. 10 lakh to Rs. 20 lakh for those who have successfully repaid their previous loans. The "Raising and Accelerating MSME Performance"

(RAMP) scheme, launched in 2022, has benefitted 4 lakh micro, small, and medium enterprises, with women-owned businesses making up over 38% of the registered MSMEs. To provide an assured market support to the Micro and Small Enterprises in the country, the Ministry of MSME has maintained the Public Procurement Policy for Micro and Small Enterprises (MSEs), which mandates 25% annual procurement from MSEs by Central Ministries/Departments/ Central Public Sector Enterprises (CPSEs). A total of Rs. 37,190.02 crore (38.39%) was procured from MSEs during the year 2024-25, benefitting 1,15,481 MSEs.

NBFCs have continued to play a pivotal role in supporting

MSME growth by providing customized financial solutions, leveraging technology for efficient credit assessment, and offering quick disbursement of funds. The collaboration between NBFCs and fintech players has further enhanced the reach and efficiency of MSME financing.

OPPORTUNITIES AND THREAT:

Your Company is committed to addressing the changes boosted by its strengths in market position, agile execution capabilities, robust early warning systems and extensive use of analytics for risk mitigation and resource allocation. The successful completion of the One Time Settlement

(OTS) with lenders and full repayment has significantly strengthened the Companys financial position and provided a solid foundation for future growth. It will ensure to take advantage of the tailwinds that may emerge during the course of the year.

The stringent RBI and other regulatory norms governing the functioning of NBFC and certain government restrictions acts as hindrance in smooth functioning of NBFC.

SEGMENT-WISE OR PRODUCT-WISE PERFORMANCE OF THE COMPANY:

The Company operates in single segment, i.e. providing loans and finance in India. The revenue from operations from the aforesaid sector during the year was Rs. 436.53 Lacs.

RISK MANAGEMENT:

The Company prioritises risk management to protect the interest of customers, colleagues, shareholders, and the Company while ensuring sustainable growth. Our risk management framework aligns with industry standards, and a strong control framework forms the foundation for effective risk management. The Risk Management Committee identifies major risk classes, including Credit, Market, legal and regulatory, operational, liquidity, interest rate, cyber security, information technology, strategic, and economic risks.

We address increasingly complex risks through our risk management system, which conducts risk analysis and implements preventive measures. Our risk-focussed culture is supported by standards, guidelines, processes, procedures, and controls. Policies are reviewed and approved by the Board and its Committees encompassing independent identification, assessment, and management of risk across business verticals.

Our philosophy is to ensure a sustainable and ethical business environment, reflected in our risk management practices.

Further, the company has always maintained strict credit norms and processes to ensure financial assistance granted only to able borrowers.

INTERNAL CONTROL SYSTEMS AND THEIR

ADEQUACY:

The Company has a well-defined organisational structure, documented policy guidelines, and a defined authority matrix that ensures efficiency of operations, compliance with internal policies and applicable laws and regulations, as well as protection of resources. The Company believes that a strong internal control system and processes play a critical role in the day-to-day operations of the Company.

To this end, the Company has put in place an effective internal control system to synchronise its business processes, operations, financial reporting, fraud control, and compliance with extant regulatory guidelines and compliance parameters. Strict internal control and systems are devised as a depiction of the principles of the highest standards of governance. The Company ensures that a standard and effective internal control framework operates throughout the organisation, providing assurance about safekeeping of the assets and execution of transactions as per the authorisation in compliance with the internal control policies of the Company.

The internal control system is supplemented by extensive internal audits, regular reviews by the management and standard policies and guidelines, which ensure reliability of financial and all other records. The Management periodically reviews the framework, efficacy, and operating effectiveness of the Internal Financial Controls of the Company.

The Internal Audit reports are periodically reviewed by the Audit Committee. The Company has, in material respect, an adequate internal financial control over financial reporting and such controls are operating effectively. Internal Audits are carried out to review the adequacy of the internal control systems, compliance with policies and procedures. Internal Audit areas are planned based on inherent risk assessment, risk score and other factors such as probability, impact, significance and strength of the control environment. Its adequacy is assessed, and the operating effectiveness was also tested. The Company has framed risk-based internal audit policy as part of its oversight function. The objective of risk-based internal audit review is to identify the key activities and controls in the business processes, review effectiveness of business processes and controls, assess the operating effectiveness of internal controls and provide recommendations for business process and internal control improvement.

DISCUSSION ON FINANCIAL PERFORMANCE:

Details of the Companys financial performance on standalone basis for the last two years is as follows:

Year	Total Revenue	Profit/ Loss after Tax	EPS
2023-24	379.68	(1,369.10)	(7.45)
2024-25	436.53	30.04	0.16

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED:

Human resources are a valuable asset for any organization. The Company is committed to create an environment of constant learning and development, drive an effective and transparent performance culture and build a culture of appreciation & transparent communication. The Company is giving emphasis to upgrade the skills of its human resources. This is in keeping with its policy of enhancing the individuals growth potential within the framework of corporate goals. Total number of employees as on 31st March 2025 stood at 40.

DETAILS OF SIGNIFICANT CHANGES (I.E. CHANGE OF 25% OR MORE AS COMPARED TO THE IMMEDIATELY

PREVIOUS FINANCIAL YEAR) IN KEY FINANCIAL RATIOS, ALONG WITH DETAILED EXPLANATIONS THEREFORE, INCLUDING:

Following are the details of significant financial ratios as compared to the immediately previous financial year:

Particular	F.Y. 2024- 2025	F.Y. 2023- 2024	Difference between FY	% in change from the last FY	Reason (if more than 25% change)
(i) Debtor Turnover	NA	NA	NA	NA	NA
(ii) Inventory Turnover	NA	NA	NA	NA	NA
(iii) Interest Coverage Ratio	2.07	(74.96)	77.03	103%	Due to decrease in loan liabilities after OTS
(iv) Current Ratio	0.17	1.21	-1.04	-86%	Due to requirement of funds for OTS obligation
(v) Debt Equity Ratio	1.14	1.55	-0.41	-26%	Due to decrease in loan liabilities after OTS
(vi) Operating Profit Margin (%)	NA	NA	NA	NA	NA
(vii) Net Profit/Loss Margin (%)	6.88%	-360%	366.88%	101.91%	Due to turnaround from loss to profit and successful OTS completion

DETAILS OF ANY CHANGE IN RETURN ON NET WORTH

Particulars	For the Financial Year 2024-25	For the Financial Year 2023-24	For the Financial Year 2022-23
Net worth:
Share Capital	1836.63	1836.63	1836.63
Statutory Reserve	1874.51	1868.50	1868.50
Securities Premium	8843.84	8843.84	8843.84
Surplus in P & L	(11523.97)	(11548.00)	(7296.69)
OCI/(Loss)	0.99	2.33	0.23
Total Net worth	1032.00	1003.30	5252.51
PAT	30.04	(1369.10)	(2663.69)
Return on Net worth	2.91%	(136.46)%	-50.71%

CAUTIONARY STATEMENT

This report contains forward-looking statements extracted from reports of Government Authorities/ Bodies, Industry Associations etc. available on the public domain which may involve risks and uncertainties including, but not limited to, economic conditions, government policies, dependence on certain businesses and other factors. Actual results, performance or achievements could differ materially from those expressed or implied in such forward-looking statements. This report should be read in conjunction with the financial statements included herein and the notes thereto. The Company does not undertake to update these statements.

Annexure C

Details under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014 for the financial year ended 31st March, 2025

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 as amended the statistical analysis of the remuneration paid to Directors and Key Managerial Personnel (KMP) as against the other employees of the company and with respect to the performance of the company (PAT) is given below:-

1. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year 2024-25-

Name Mr. Sanjeev Goel of Director	Managing Director Designation	NA Ratio*
Mr. Surender Kumar Goel#,##	Non- Executive Independent Director	0.08:1
Mr. Rakesh Kumar Joshi#	Non-Executive Independent Director	0.08:1
Ms. Shilpy Chopra #	Non-Executive Independent Woman Director	0.25:1
Ms. Shalini Rahul #	Non-Executive Independent Woman Director	0.22:1
Mr. Kanwar Nitin Singh#	Non-Executive Independent Director	0.22:1
Mr. Arjunn Kumar Tyagi#,###	Non-Executive Independent Director	0.17:1
Ms. Ursala Joshi#,####	Non-Executive Non-Independent Director	0.14:1
Mr. Vinod Kumar#####	Executive Director	0.00:1

Note:

* For calculating ratio, remuneration includes the sitting fees paid during the F.Y. 2024-25. # The remuneration consists of sitting fees paid during the F.Y. 2024-25.

## Mr. Surender Kumar Goel and Mr. Rakesh Kumar Joshi completed their term as Independent Directors and ceased to be Directors w.e.f 06.08.2024 ### Mr. Arjunn Kumar Tyagi was appointed as Director of the Company w.e.f 06.08.2024 #### Ms. Ursala Joshi was appointed Director of the Company w.e.f 14.08.2024 ##### Mr. Vinod Kumar was appointed as Director of the Company w.e.f 06.08.2024 and resigned w.e.f 14.08.2024

2. The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Secretary or Manager, if any, in the financial year 2024-25:-

There is no increase in remuneration of the Managing Director;

There is a 5.29% increase in remuneration of the Chief Financial Officer;

There is a 1.09% increase in remuneration of the Company Secretary;

(a) Ms. Radhika Garg resigned as the Company Secretary and ComplianceOfficer of the Company w.e.f from

August 5, 2024. There was a 5% increase in her remuneration during FY 24-25.

(b) Ms. Pankhuri Garg was appointed as the Company Secretary and Compliance Officer of the Company w.e.f.

November 29, 2024 and there was no increase in her remuneration during FY 2024-25;

Since none of the other Independent Directors and Non-Executive Non-Independent were paid remuneration in the financial year 2023-24 and 2024-25, therefore there is no increase in remuneration, during the year.

3. The percentage increase in the median remuneration of employees in the financial year 2024-25:-0.29%

4. The number of active permanent employees on the payroll of company at year end – 40

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:-Average % increase in the salary of employees other than Managerial Personnel: - 2024-25 – 2.97%

Average % increase in the Salary of the Managerial Personnel:-2024-25 – 2.13%

Affirmation:

We hereby confirm that the remuneration paid to employees is as per the remuneration policy of the company.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as given below:-

Employee Name	Designation	Nature of duties/role	Qualifi cations & age	Expe rience	date of Joining	Last Employer	Remun eration received	the % of equity shares held by the employee in the company	whether any such employee is a relative of any director or manager of the company and if so, name of such director or manager
Arvind Kumar Jha*	Associate Vice President	Head - NCLT	LL.B 46 Years	20 Years	10.09.2021	Asset Reconstruction Company (I) Limited	25,26,095	Nil	No
Pranav Goel	Chief Manager	Chief Manager- IT Infra & Software	BBA 32 Years	10 Years	1.05.2020	Modern Credit Private Limited	22,08,000	0.18%	Son of Mr. Sanjeev Goel (Managing Director)
Dhruv Goel	Chief Manager	Chief Manager- Finance & Legal	BA Economics 30 Years	8 Years	01.08.2020	Modern Credit Private Limited	17,96,244	0.18%	Son of Mr. Sanjeev Goel (Managing Director)
Anju Srivastava	Chief Manager	Chief Manager- Finance & Accounts	B.Com 48 Years	26 Years	01.08.1998	Kanha Vanaspati Limited	16,39,284	Nil	No
Dinesh Negi	Chief Manager	Chief Manager- Legal Collections	B.Com 50 Years	11 Years	24.11.2014	Nilhal Buildwell Pvt. Ltd. Intec Share and	13,92,960	Nil	No
Vijay Madan	Senior Manager	Finance & Accounts	B.Com 50 Years	13 Years	01.08.2011	Stock Brokers Limited	8,96,460	Nil	No
Vinod Kumar Shikha	Deputy Manager	Finance & Accounts Manager -	B. Com 57 Years LL.B/ M.com/	35 years	11.01.1996	ITP (PVT) LTD Renaissance Capital	7,71,408	Nil	No
Kadyan* Radha	Manager	Legal	CS 33 Years	9 Years	01.04.2022	Advisors Pvt Ltd Atex Shopping	7,12,129	Nil	No
Krishna Parida	Manager	Finance & Accounts	B. Com 50 years	21 Years	01.02.2006	Plaza Private Limited	6,86,700	Nil	No
Vyas Mehul Mahen drabhai	Deputy Manager	Collections	12th 46 Years	19 Years	23.07.2018	JD Finance Limited	6,56,016	Nil	No

*Not employed with the company as of 31.03.25

Statement of particulars of employees pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the financial year ended 31st March, 2025.

A. Employed throughout the financial year , was in receipt of remuneration for that year which, in the aggregate, was not less than one crore and two lakh rupees

Rule	Rule Description	Details
5(2)	Name of such employee	Mr. Sanjeev Goel
5(3) (i)	Designation of such employee	Managing Director
5(3) (ii)	remuneration received	NA
5(3) (iii)	nature of employment, whether contractual or otherwise	Executive Director
		CA, MBA (Finance)
5(3) (iv)	qualifications and experience of the employee
		32 years of experience
5(3) (v)	date of commencement of employment	15/02/1994
5(3) (vi)	the age of such employee the last employment held by such employee before joining the	61 years
5(3) (vii)	company	NIL
	the percentage of equity shares held by the employee in the
5(3) (viii)	company within the meaning of clause (iii) of sub-rule (2) above	3.51% Mr. Pranav Goel, (Manger- IT & Infra) &
	whether any such employee is a relative of any director or
		Mr. Dhruv Goel, (Manager – Finance &
5(3) (ix)	manager of the company and if so, name of such director or manager	legal) are relatives (Son) of Mr. Sanjeev Goel.
B.	Employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than eight lakh and fifty thousand rupees per month;
Rule	Rule Description	Details
5(2)	Name of such employee	-
5(3) (i)	Designation of such employee	-
5(3) (ii)	remuneration received	-
5(3) (iii)	nature of employment, whether contractual or otherwise	-
5(3) (iv)	qualifications and experience of the employee	-
5(3) (v)	date of commencement of employment	-
5(3) (vi)	the age of such employee	-
5(3) (vii)	the last employment held by such employee before joining the company	-
5(3) (viii)	the percentage of equity shares held by the employee in the company within the meaning of clause (iii) of sub-rule (2) above whether any such employee is a relative of any director or manager	-
5(3) (ix)	of the company and if so, name of such director or manager	-

C. Employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

Rule	Rule Description	Details
5(2)	Name of such employee	-
5(3) (i)	Designation of such employee	-
5(3) (ii)	remuneration received	-
5(3) (iii)	nature of employment, whether contractual or otherwise	-
5(3) (iv)	qualifications and experience of the employee	-
5(3) (v)	date of commencement of employment	-
5(3) (vi)	the age of such employee	-
5(3) (vii)	the last employment held by such employee before joining the company	-
5(3) (viii)	the percentage of equity shares held by the employee in the company within the meaning of clause (iii) of sub-rule (2) above	-
5(3) (ix)	whether any such employee is a relative of any director or manager of the company and if so, name of such director or manager	-