ISF Ltd Directors Report

Dear Shareholders,

Your directors present the Thirty-fifth (35^th) Annual Report along with the audited financial statements for Financial Year 2022-23.

Company Overview

ISF Limited, is a public limited company incorporated on August 10, 1988 under the Companies act, 1956 and currently has its registered office at Plot No-13, KH. No. 33/7, Village Amberhai, Pole No. J967, Sector-19, Dwarka, Delhi- 110077. The Company changed its name from Inter State Finance Limited to ISF Ltd. in the year 2009. It is registered as a Non- Deposit taking Non-Systematically Important Non- Banking Financial Company vide the Reserve Bank of India (‘RBI) registration number B- 14.00761 dated 25^th April 2011. The Company launched its initial public offering of equity share and was listed on the BSE Ltd. in the year 1995.

Financial Results

Particulars	2022-2023 (In Lakhs)	2021-2022 (In lakhs)
Revenue from Operations	165.86	163.50
Other Income	12.13	0.19
Total Income	177.99	163.69
Total Expense	173.75	80.40
Profit/ (Loss) before tax	4.24	83.29
Tax Expense
Current	(1.11)	(21.68)
Earlier Year	(2.41)	(2.69)
Deferred Tax	0.00	0.00
Profit/(Loss)after tax	0.72	58.92

Results of Operations & State of Companys Affairs

The Company is a Non-Banking Finance Company (NBFC) registered with Reserve Bank of India (RBI). During the financial year under review, the Company recorded a turnover of 165.86 Lakh during the year against 163.50 Lakh in the previous year and the Company has earned a profit after tax of 0.72 Lakh as compared to profit after tax of 58.92 Lakh in the previous financial year. The management of the Company is putting their best efforts to improve the performance of the Company.

During the year, the Company has performed modestly despite of challenging economic conditions and other related factors. The Directors are relentlessly striving for betterment of the business and growth of the Company. They are optimistic about the future and expect the business to perform well in the forthcoming year.

Transfers to Reserve fund

Under section 45-IC (1) of Reserve Bank of India (‘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, in the year 2022-23 ISF Ltd. (the Company or ‘ISF) has transferred a sum of 0.15 lakh to its reserve fund.

Dividend

The Board of Directors has not recommended any dividend for the financial year ended on 31^st March, 2023. Since the Board have considered it financially prudent in the long-term interest of the Company to re-invest the profits into the business of the Company to build a strong reserve base and grow the business of the Company.

Deposits

The Company being non-deposit taking NBFC, has not accepted any deposits from the public during the year under review.

Subsidiaries, Associates and Joint Ventures

The Company does not have any Subsidiary, Joint Venture or Associate Company; hence provisions of section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statements are not applicable.

Particulars of Loans, Guarantees or Investments Made U/S 186 of the Companies Act, 2013

The Company, being an NBFC registered with the RBI and engaged in the business of giving loans in ordinary course of its business, is exempt from complying with the provisions of section 186 of the Act with respect to loans and guarantees. Accordingly, the disclosures of the loans given as required under the aforesaid section have not been made in this Report.

But, the particulars of Loans, Guarantees, and Investments have been disclosed in the Financial Statements read together with Notes annexed to and forming an integral part of the Financial Statements which is annexed as Annexure III.

Corporate Social Responsibility

As per the provisions of Section 135 of the Companies Act, 2013 read with rules framed thereunder, certain class of companies is required to spend 2 % of its average net profits of the company made during 3 immediately preceding financial years on CSR activities. It also provides for formation of CSR committee of the Board. The rules prescribe the activities qualify under CSR and the manner of spending the amount. The company is not covered under section 135 of the Companies Act, 2013 and the rules framed there under for the financial year under review.

Share Capital and Debt Structure

During the year period under review, there were no Change in the Capital Structure of the Company. The Authorized Share Capital of the Company is 35,00,00,000/- (Rupees Thirty-Five crores only) divided into 35,00,00,000 (Thirty-Five crores only) Equity Shares of INR 1/- each. As on March 31, 2023, the paid-up share capital of the Company is 9,50,00,000/- (Rupees Nine crores Fifty Lakh) divided into 9,50,00,000 (Nine crores Fifty Lakh) Equity Shares of INR 1/- each.

a) Bonus Issue

As per Section 63 of Companies Act, 2013 and rule 14 of Companies (Share Capital and Debenture) Rules, 2014, during the period under review, your Company has not issued bonus shares.

b) Issue of equity shares with differential rights

As per Section 43 of Companies Act, 2013 and rule 4 (4) of Companies (Share Capital and Debentures) Rules, 2014, during the period under review, your Company has not issued equity shares with differential rights.

c) Issue of sweat equity shares

As per Section 54 of Companies Act, 2013 and rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014 and the SEBI regulations, during the period under review, your Company has not issued Sweat equity shares.

d) Issue of employee stock options

As per Section 62(1)(b) of Companies Act, 2013 and rule 12 of Companies (Share Capital and Debentures) Rules, 2014, during the period under review, your Company has not issued. After the closure of financial year 2022-2023 Company in its board meeting held on August 04, 2023, approve the ISF ESOP 2023 policy subject to approval of shareholders in ensuing Annual General Meeting.

e) Provision of money by Company for purchase of its own shares by employees or by trustees for the benefit of employees

As per Section 68 of Companies Act, 2013 and rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 there are no voting rights exercised directly or indirectly by the employees in respect of shares held by them.

Directors Responsibility Statement

Pursuant to section 134(5) of the Companies Act, 2013, the board of Directors, to the best of their knowledge and ability, confirm that:

i. in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for FY 2022-2023;

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. They have prepared the annual accounts on a going concern basis;

V. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.

Directors and Key Managerial Personnel

A. Appointment of Directors.

The Board of Directors based on the recommendation of the Nomination and Remuneration Committee and As per the Section 161(1) of the Act in its meeting held on June 24, 2022 appointed Mr. Hargovind Sachdev (DIN: 08105319) and Ms. Gayathri Muttur Nagaraj (DIN: 06742638) as Additional Directors of the Company, in the category of Non-executive Independent Directors, not liable to retirement by rotation, for a term of 5 (Five) consecutive years respectively subject to approval of Members of the Company. On September 27, 2022, the Members of the Company passed the Special Resolutions at the Annual General Meeting for the appointment of Mr. Hargovind Sachdev (DIN 08105319) and Ms. Gayathri Muttur Nagaraj (DIN 06742638) as Independent Directors of the Company.

B. Cessation of Directors

Mrs. Shweta Aggarwal (DIN: 09145343), Independent Director, Mr. Prem Jain Kumar (DIN 01151409) and Mr. Ravi Kanth Kothuru (DIN 01348930) of the Board resigned from directorship of the Company with effect from June 25, 2022, September 12, 2022 and October 22, 2022 respectively. The Company and senior management were immensely benefited from their sincere advice and guidance. The Board had expressed its sincere gratitude and placed on record its appreciation of their significant contribution during their tenure as Director(s) of the Company.

C. Retirement of Director by Rotation

Mr. Vishal Dang (DIN: 07971525), whole time director of the Company will retire by rotation at the ensuing 35^th AGM and being eligible, offers himself for re-appointment.

Mr. Vishal Dang is the whole-time director of the Company. He has been part of ISF since 2020 and has extensive experience and expertise in the financial services and has gained expertise in Corporate Strategies, Building Teams and creating Synergy, Risk Management, Corporate Finance, Leadership development and Technology initiatives. Your Company continues to immensely benefit from his guidance in strategic matters and expert knowledge and advice. His profile is given in the Notice of the ensuing 35^th AGM forming part of the Annual Report.

The Board of Directors recommends to the Members passing of the ordinary resolution for reappointment of Mr. Vishal Dang as a director retiring by rotation.

D. Declaration by Independent Director

Pursuant to the provisions of Section 149 of the Act the independent directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149 (6) of the Act along with Rules framed thereunder. There has been no change in the circumstances affecting their status as independent directors of the Company.

E. Policies on appointment of Directors and Remuneration

The Company has in place a Nomination & Remuneration Committee in accordance with the requirements of the Companies Act, 2013.

The Committee has formulated a policy on Directors appointment and remuneration including recommendation of remuneration of the key managerial personnel including senior management and other employees, composition and the criteria for determining qualifications, positive attributes and independence of a Director and the policy is available on the website of the Company i.e., https://isflimited.in/policies.php

F. Performance evaluation at Board and Independent Directors Meetings

In line with the provisions of section 134(3) of the Companies Act, 2013 and Rules made thereunder read with the relevant provisions of the SEBI Listing regulations, 2015, the Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual Directors. The performance of the Board of Directors and its Committees were evaluated on various parameters such as structure, composition, experience, performance of specific duties and obligations, quality of decision making and overall effectiveness.

The performance of individual Directors was evaluated on parameters, such as meeting attendance, participation and contribution and independent judgment.

The Board members noted from time to time the suggestions/ inputs of Independent Directors, Nomination Committee and Audit Committee and also discussed various initiatives to further improve the Board effectiveness.

In a separate meeting of Independent Directors held on 31.03.2023 performance of non-independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated.

G. Key Managerial Personnel

Mr. Nitin Bhardwaj, Company Secretary & Compliance Officer of the Company resigned from the post of Company Secretary & Compliance Officer with effect from November 12, 2022.

The Board of Directors in its meeting held on November 12, 2022 placed on record its appreciation of his performance, knowledge, skills and commitment demonstrated by him during his tenure as Company Secretary & Compliance Officer of the Company and appointed Ms. Renu as Company Secretary & Compliance Officer of the Company on the recommendation of the Nomination and Remuneration Committee with effect from November 12, 2022.

After the closure of financial year, Ms. Renu resigned from the post of Company Secretary & Compliance Officer of the Company with effect from June 20, 2023. Further, Ms. Manisha Saxena appointed as Company Secretary & Compliance Officer of the Company with effect from August 04, 2023.

H. Meetings of the Board

The Company prepares the schedule of the Board Meeting in advance to assist the Directors in scheduling their program. The agenda of the meeting is circulated to the members of the Board well in advance along with necessary papers, reports, recommendations and supporting documents so that each Board member can actively participate on agenda items during the meeting.

The Board met Eleven (11) times during the Financial Year 2022-2023 The Meetings were held as on 02/04/2022, 13/05/2022, 24/06/2022, 28/06/2022, 12/08/2022, 05/09/2022, 12/09/2022, 16/09/2022, 12/11/2022, 26/11/2022, and 10/02/2023. The maximum interval between any two meetings did not exceed 120 days.

S. No	Name of the Director	No of board Meetings held during the year during his/her tenure as Director	No. of Meetings attended during the year
1.	Mr. Vishal Dang	11	11
2.	Mr. Prem Jain Kumar	6	6
3.	Mr. Ravi Kanth Kothuru	8	8
4.	Ms. Shweta Aggarwal	3	3
5.	Mr. Hargovind Sachdev	8	8
6.	Ms. Gayathri Muttur Nagaraj	8	8

The 34^thAnnual General Meeting of the Company was held on 27^th September, 2022.

RBI Guide Lines

The Company has complied with all the applicable regulations of RBI as on March 31, 2023. The Company has duly filed all returns in accordance with Master Direction- Non-Banking Financial Company Returns (Reserve Bank) Directions, 2016.

Committees of the Board

The Board committees play a crucial role in the governance structure of the Company and have been constituted to deal with specific areas/ activities which concern the Company and need a closer review. The Board committees are set up under the formal approval of the Board, to carry out clearly defined roles which are considered to be performed by the members of the Board, as a part of good governance practice. All decisions and recommendations of the committees are placed before the Board for information or for approval. The minutes of the meetings of all the committees are placed before the Board for their review.

The Board of ISF Limited currently has 3 (Three) Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

The major terms of reference of the Committees, its composition and number of meetings held during the year ended March 31, 2023 are as follows: a) Audit Committee

The Composition of the Audit Committee as on 31^st March, 2023 is as follows:

Sr. No.	Name of the Director	DIN	Designation in the Committee
1.	Mr. Hargovind Sachdev	08105319	Member &Chairman (Independent Director)
2.	Ms. Gayathri Muttur Nagaraj	06742638	Member (Independent Director)
3.	Mr. Vishal Dang	07971525	Member (Whole Time Director)

Mr. Prem Kumar Jain who was a Whole Time Director and member of Audit Committee resigned from the Company with effect from September 12, 2022.

Mr. Ravi Kanth Kothuru who was an Independent Director and Chairman of Audit Committee resigned from the Company with effect from October 22, 2022.

Mrs. Shweta Aggarwal who was an Independent Director and member of the Audit Committee resigned from the Company with effect from June 25, 2022.

Meetings of the Audit Committee

During the year the Audit Committee met 6 (Six) times. The details of the meetings held during the year ended March 31, 2023 along with the attendance of Directors are as follows:

			Attendance
S.No.	Date of Meeting	Total Number of members of the Committee associated as on the date meeting	Numbers of Directors Attended	% of Attendance
1.	13/05/2022	3	3	100
2.	12/08/2022	2	2	100
3.	05/09/2022	4	4	100
4.	16/09/2022	3	3	100
5.	12/11/2022	3	3	100
6.	10/02/2023	3	3	100

In case any person requires more information/ details regarding the Audit Committee the person may access the Companys website at the link: https://isflimited.in/board-members b) Nomination and Remuneration Committee

The major terms of reference of the Nomination and Remuneration Committee are as follows: -Identification of persons qualified to become directors and be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal;

-Formulation of the criteria for determining qualifications, positive attributes and independence of a director;

- Specifying the manner for effective evaluation of performance of Board, its committees and individual directors;

- Recommending to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

Composition of Nomination & Remuneration Committee as on 31^st March, 2023 is as follows:

Sr. No. 1.	Name of the Director Mr. Hargovind Sachdev	DIN 08105319	Designation in the Committee Member (Independent Director)
2.	Ms. Gayathri Muttur Nagaraj	06742638	Member & Chairman (Independent Director)

Mr. Ravi Kanth Kothuru who was an Independent Director and Chairman of Nomination & Remuneration Committee resigned from the Company with effect from October 22, 2022.

Mrs. Shweta Aggarwal who was an Independent Director and member of the Nomination & Remuneration Committee resigned from the Company with effect from June 25, 2022.

Meetings of the Nomination & Remuneration Committee

During the year the Committee met 03 (Three) times. The details of the meeting held during the year ended March 31, 2023 along with the attendance of Directors are as follows:

			Attendance
S.No.	Date of Meeting	Total Number of members of the Committee associated as on the date meeting	Numbers Directors Attended	% of of Attendance
1.	24/06/2022	2	2	100
2.	05/09/2022	1	1	100
3.	12/11/2022	2	2	100

Nomination & Remuneration Policy is uploaded on the website of the Company i.e., at https://isflimited.in/policies.php

c) STAKEHOLDERS RELATIONSHIP COMMITTEE MEETING

The Board of Directors of the Company has constituted Stakeholders Relationship Committee under Section 178 of the Companies Act, 2013 and applicable SEBI Regulations. The major terms of reference of the Stakeholders Relationship Committee include: - Consideration & Resolution of the grievances of security holders of the Company; -Reviewing of Transfer / Transmission requests / Demat / Remat requests of the security shareholders and issuance of duplicate share certificate, if any. Composition of the Stakeholders Relationship Committee as on 31^st March, 2023 is as follows:

Sr. No.	Name of the Director	DIN	Position in the Committee
1.	Mr. Hargovind Sachdev	08105319	Member (Independent Director)
2.	Ms. Gayathri Muttur Nagaraj	06742638	Member & Chairman (Independent Director)
3.	Mr. Vishal Dang	07971525	Member (Whole Time Director)

*Mr. Ravi Kanth Kothuru who was an Independent Director and Member of Stakeholder Relationship committee resigned from the Company with effect from October 22, 2022.

* Mrs. Shweta Aggarwal who was an Independent Director and member of the Stakeholder Relationship Committee resigned from the Company with effect from June 25, 2022.

Meetings of the Stakeholders Relationship Committee:

During the year the Stakeholders Relationship Committee met 04 (Four) times. The details of the meeting held during the year ended March 31, 2023 along with the attendance of Directors are as follows:

			Attendance
S.No.	Date of Meeting	Total Number of members of the Committee associated as on the date meeting	Numbers of Directors Attended	% of Attendance
1.	09/04/2022	3	3	100
2.	09/07/2022	2	2	100
3.	12/10/2022	4	4	100
4.	17/01/2023	3	3	100

Independent Directors Meeting

The Independent Directors met on 31st March, 2023, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole, the performance of the Chairman of the Company, taking into account the views of Executive Director and Non- Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform its duties. As per the provisions of the Companies Act, 2013 read with Schedule IV, following are the Independent Directors of the Company as on 31st March, 2023:

Sr. No.	Name of member	DIN	Position
1.	Mr. Hargovind Sachdev	08105319	Independent Director
2.	Ms. Gayathri Muttur Nagaraj	06742638	Independent Director

Particulars of Employees U/S 197(12) of the Companies Act, 2013

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and (3) of Chapter XIII, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the relevant details are furnished below:

Name of the Director / Employee	Vishal Dang	Kamal Batra
Designation	Whole-Time Director	Chief Financial Officer
Remuneration received Nature of employment, whether contractual or otherwise	INR 6,00,000 Permanent employee	INR 3,00,000 In Full time Employment
Date of commencement of employment	08.05.2020	13.11.2020
The age of such employee The last employment held by such employee before joining the Company	33 -	60 -
The percentage of equity shares held by the employee in the Company	7.56%	-
Whether any such employee is a relative of any director	-	-

Notes:

1. There were confirmed employees on the rolls of the Company as on 31^st March 2023-08 employees

2. Median remuneration of employees of the Company during the financial year 2022-2023 was NIL

Auditors

a) Statutory Auditor

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made thereunder, the statutory auditors of the Company, M/s VSSA & Associates, Chartered Accountants (Firm Registration Number: 012421N) having Regd. Office at A-1/255, Safdarjung Enclave, New Delhi-110029 was appointed for the second term by the members at the 34^th Annual General Meeting to hold office until the conclusion of the 39^th Annual General Meeting,

The notes on accounts referred to in the auditors report are self-explanatory and therefore dont call for any further comments by the Board of Directors. There are no qualifications or adverse remarks in the Auditors Report which require any clarification or explanation.

During the year under review, the Company has not reported any fraud mentioned under Section 143(12) of the Act.

b) Secretarial Auditor

In terms of Section 204 of the Act and Rules made there under, M/s Anuj Gupta & Associates, Practicing Company Secretaries were appointed as Secretarial Auditors for the financial year 2022-23. The Secretarial Audit Report for the financial year ended on March 31, 2023 is annexed herewith marked as “Annexure-II” to this Report.

There are no qualifications or adverse remarks in the Secretarial Auditors Report which require any clarification or explanation except the below mentioned observations:

The Board of Directors of the Company is duly constituted with proper balance of Executive Director, Non-Executive Directors and Independent Directors, subject to the following observations:

Since October 10, 2022, Company had not duly constituted the Nomination and Remuneration Committee.

Boards Comments

The Board has considered the remark given by the Secretarial Auditor of the Company in its Secretarial Audit Report for the financial year ended 31^st March 2023. The management undertakes to comply with the aforesaid compliance as soon as possible.

c) Internal Auditor

In terms of Section 138 of the Act and Rules made there under, M/s Sapra Sharma & Associates LLP, Chartered Accountants were continued their Office as Internal Auditors for the financial year 2022-23, for consecutive 3 years with effect from 16.09.2022.

Management Discussion and Analysis Report

As per SEBI Listing Regulations, Management Discussion and Analysis are attached, which form part of this report annexed herewith at Annexure No. II.

Internal Financial Control System

According to Section 134 (5) (e) of the Companies Act, 2013, the term financial control (IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information.

The Company has a well-placed, proper and adequate Internal Financial Control System which ensures that all the assets are safeguarded and protected and the transactions are authorized, recorded and reported correctly.

To further strengthen the internal control process, the Company has developed the very comprehensive compliance management tool to drill down the responsibility of the compliance from top management to executive.

Risk Management

During the year, The Board had developed and implemented an appropriate risk management policy for identifying the element of risk which, in the opinion of the Board may threaten the existence of the Company and safeguarding the Company against those risks.

Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earnings and Outgo

The particulars as per the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption is as under:

(A) Conservation of Energy

Steps taken or impact on conservation of energy
The steps taken by the Company for utilizing alternate sources of energy	N.A.
The capital investment on energy conservation equipments

(B) Technology Absorption

1. Efforts made towards technology absorption: N.A.

2. Benefits derived like product improvement, cost reduction, product development or import substitution: N.A.

3. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

Details of technology imported
Year of Import
Has technology been fully absorbed	N.A.
If not fully absorbed, areas where absorption has not taken place, and the reasons thereof

4. Expenses incurred on Research and Development

During the period under review particulars regarding expenditures on research and development are as under:

Particulars
Capital Expenditures
Recurring Expenditures	N.A.
Total
Total Research and development expenses as % of turnover

5. Foreign exchange earnings and Outgo-

The Foreign Exchange earned in terms of actual inflows during the year- NIL The Foreign Exchange outgo during the year in terms of actual outflows- NIL

Vigil Mechanism / Whistle Blower Policy

As per the provisions of Companies Act, 2013, every Listed Company shall establish a vigil mechanism (similar to Whistle Blower mechanism). In pursuance of the provisions of Section 177(9) & (10) of the Companies Act, 2013, a vigil mechanism/ whistle blower policy for Directors and employees to report genuine concerns has been established and approved by Board.

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, integrity and ethical behavior.

The Vigil Mechanism cum Whistle Blower Policy may be accessed on the Companys website at the link: https://isflimited.in/policies.php

The following is a summary of Protected Disclosures received and disposed off during the year 2022-23:

No. of Protected Disclosures received :	NIL
No of Protected Disclosures disposed off :	NIL

The Audit Committee oversee the Vigil Mechanism of the Company. The employees of the Company have the right to report their concern/grievance to the Audit Committee constituted by the Board of Directors to oversee the Vigil mechanism.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

Details of significant and material orders by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

There was no significant order was passed by any regulatory authority or court or tribunal.

Code of Conduct and Ethics

The Board of Directors of the Company has adopted a Code of Conduct and Ethics for the Directors and Senior Executives of the Company. The object of the Code is to conduct the Companys business ethically and with responsibility, integrity, fairness, transparency and honesty. The Code sets out a broad policy for ones conduct in dealing with the Company, fellow Directors and with the environment in which the Company operates.

Annual Return

As per the requirements of Section 92(3) of the Companies Act and Rules framed thereunder, the extract of the Annual Return is available on website of the Company i.e., https://isflimited.in/Financial-Statements.php

Corporate Governance

Pursuant to Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the provisions of Corporate Governance shall not apply, in respect of- The listed entity having paid up equity share capital not exceeding rupees Ten (10) crores and net worth not exceeding rupees Twenty-five (25) crores, as on the last day of the previous financial year; Since the equity share capital and net worth of the company are not exceed Rs. 10 crore and Rs. 25 crores respectively, as on the last day of the previous financial year of the Company and Accordingly the reporting requirements like Corporate Governance, Related Party Transaction and Report Business Responsibility Report etc. are not applicable to the Company. Therefore, pursuant to Regulation 15(2) of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 the company is not required to mandatorily comply with the provisions of corporate governance report to be annexed with the Board Report.

Information Required under Sexual Harassment of Women at Work Place (Prevention, Prohibition & Redressal) act, 2013

Your Company has a policy and framework for employees to report sexual harassment cases at workplace and the process ensures complete anonymity and confidentiality of information. No complaints of sexual harassment were raised in the financial year 2022-23.

Compliance of Secretarial Standards

During the year, the applicable Secretarial Standards i.e. SS -1 and SS-2 relating to “Meeting of Board of Directors” and “General Meetings” respectively have been duly complied.

Risk Management Policy

During the year, The Board had developed and implemented an appropriate risk management policy for identifying the element of risk which, in the opinion of the Board may threaten the existence of the company and safeguarding the company against those risks.

Proceedings pending under the Insolvency and Bankcruptcy Code, 2016

No application has been made or any proceeding is pending under the IBC, 2016.

Difference in Valuation

The company has not taken any loan from Banks and Financial Institution and hence this clause is not applicable.

Acknowledgement

The Board of Directors would like to place on record their gratitude for the guidance and cooperation extended by RBI and the other regulatory authorities. The Board takes this opportunity to express its sincere appreciation for the excellent patronage received from the Banks and Financial Institutions and for the continued enthusiasm, total commitment, dedicated efforts of the executives and employees of the Company at all levels. We are also deeply grateful for the continued confidence and faith reposed on us by all the Stakeholders including Shareholders, Depositors etc.