J J Finance Corporation Ltd Directors Report

to the members

Your Directors have pleasure in presenting the Forty Second (42nd) Annual Report and the Audited Financial Statements on the business and operations of your Company for the year ended 31st March, 2025.

FINANCIAL RESULTS

	in Hundred
Particulars	For the year ended 31st March
	2025	2024
Profit before Depreciation and Tax	44700	47847
Less: Depreciation	-	-
Profit before Tax:	44700	47847
Current Tax	18258	11222
Deferred Tax	260	53
MAT Credit Entitlement	-	-
Profit after Tax	26182	36572
Add: Balance brought forward from last year	526941	487236
Transfer from Equity Investment Reserve upon realisation	40334	12992
Less: Transferred to Reserve U/s 45-IC of RBI Act, 1934	14000	9920
Provision towards Standard Assets	372	(62)
Balance carried forward	579085	526941

SUMMARY OF OPERATIONS

During the year, the net revenue from operations of your Company increased from 76.18 Lakhs to 78.39 Lakhs for FY 2024-25, your Companys profit after tax stood at 26.18 Lakhs vis-a-vis 36.57 Lakhs in the previous year.

SHARE CAPITAL

During the year, the Company did not allot any shares nor did grant any stock options or sweat equity. As on March 31, 2025, none of the Directors of the Company hold instruments convertible into equity shares of the Company as on 31st March, 2025, the issued, subscribed and paid up share capital of your Company stood at 2.82 crore, comprising 28.2 lakh equity shares of 10/- each.

SUBSIDIARY, ASSOCIATES AND JOINT VENTURES

Your Company does not have any Subsidiary, Associate Companies or Joint Ventures. Accordingly, the disclosure of the financial statement of subsidiaries/associate companies/joint ventures as required pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 in Form AOC-1 is not applicable. However, in accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Policy on determination of Material Subsidiaries. The policy has been uploaded on the website of the Company at http://www.jjfc.co.in.

DIVIDEND AND RESERVES

The Directors did not recommend any dividend for the year ended March 31, 2025 after taking into consideration growth of the company, investment in the business and to conserve resources.

PUBLIC DEPOSITS

The Company did not hold any public deposits at the beginning of the year nor has it accepted any public deposits during the year under review.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

Your Company had no significant and material changes affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

EXTRACT OF ANNUAL RETURN

As per the amended section 92(3) of Companies Act, 2013 attachment of extract of annual return to Directors Report is discontinued, the annual return of Company for Financial Year 2024-2025 is available on its website on www.iifc.co.in/Annual Return 2024-25.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis forms an integral part of this Report and gives details of the overall industry structure, developments, performance and state of affairs of the Companys business. The same is enclosed as Annexure 1.

BOARD MEETINGS

The Board meets at regular intervals to discuss and decide on business strategies/policies and review the financial performance of the Company. The notice of each Board Meeting along with the agenda is given in writing to each Director separately. This ensures timely and informed decisions by the Board.

In the financial year 2024-25, the Board met Ten (10) times. The meetings were held on 3rd April, 2024, 29th May 2024, 01st July 2024, 13th August 2024, 01st October 2024, 15th October 2024, 06th November 2024, 06th December 2024, 20th January 2025, 13th February 2025. It is well within the maximum period mentioned under Section 173 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

COMMITTEES OF BOARD

The details of composition of the Committees of the Board of Directors as on 31.03.2025 are as under:- a. Audit Committee

Sl. No.	Name	Category of Directors / Members	Chairperson / Members
1	Mrs. Sumita Chhetry	Independent Director	Chairperson
2	Mr. Anil Jhunjhunwala	Non- Executive Director	Member
3	Mr. Surjit Singh	Independent Director	Member

During the year, the Audit Committee had met 4 (Four) times on 29th May 2024, 13th August 2024, 06th November 2024 and 13th February 2025.

b. Nomination & Remuneration Committee

Sl. No.	Name	Category of Directors / Members	Chairperson / Members
1	Mrs. Sumita Chhetry	Independent Director	Chairperson
2	Mr. Anil Jhunjhunwala	Non- Executive Director	Member
3	Mr. Surjit Singh	Independent Director	Member

During the year, the Nomination & Remuneration Committee had met 4 (four) times on 01st July 2024, 01st October 2024, 15th October, 2024 and 06th November, 2024.

c. Stakeholders Relationship Committee

Sl. No.	Name	Category of Directors / Members	Chairman / Members
1	Mr. Anil Jhunjhunwala	Non-Executive Director	Chairman
2	Mr. Shyam Bagaria	Non-Executive Director	Member
3	Mrs. Sumita Chhetry	Independent Director	Member

During the year, the Committee had met 3 (three) times on 21st June 2024, 26th September 2024, and 8th January, 2025. MEETING OF INDEPENDENT DIRECTORS

As required under Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV of the Act, the Independent Directors of the listed entity shall hold at least one meeting in a year, without the presence of non-independent directors to discuss the matters specified therein.

Sl. No.	Name of Independent Director	No. of Meetings held	No. of Meetings attended
1	Mrs. Sumita Chhetry	1	1
2	Mr. Surjit Singh	1	1

During the year, a meeting of Independent Directors was held on 15th November, 2024. All Independent Directors were present in the meeting.

Types of Meeting	Date of Meeting	Names of Directors/ Members Present
Board Meetings	03.04.2024	Mr. Anil Jhunjhunwala, Mrs. Hilla Eruch Bhathena, Mr. Rajesh Kumar Poddar, Mr. Shyam Bagaria & Mr. Surjit Singh.
	29.05.2024	Mr. Anil Jhunjhunwala, Mrs. Hilla Eruch Bhathena, Mr. Rajesh Kumar Poddar, Mr. Shyam Bagaria & Mr. Surjit Singh.
	01.07.2024	Mr. Anil Jhunjhunwala, Mrs. Hilla Eruch Bhathena, Mr. Rajesh Kumar Poddar, Mr. Shyam Bagaria & Mr. Surjit Singh.
	13.08.2024	Mr. Anil Jhunjhunwala, Mrs. Hilla Eruch Bhathena, Mr. Rajesh Kumar Poddar, Mr. Shyam Bagaria & Mr. Surjit Singh.
	01.10.2024	Mr. Anil Jhunjhunwala, Mr. Rajesh Kumar Poddar, Mr. Shyam Bagaria & Mr. Surjit Singh.
	15.10.2024	Mr. Anil Jhunjhunwala,Mr. Rajesh Kumar Poddar, Mr. Shyam Bagaria & Mr. Surjit Singh.
	06.11.2024	Mr. Anil Jhunjhunwala, Mrs. Sumita Chhetry, Mr. Rajesh Kumar Poddar, Mr. Shyam Bagaria & Mr. Surjit Singh.
	06.12.2024	Mr. Anil Jhunjhunwala, Mrs Sumita Chhetry, Mr. Rajesh Kumar Poddar, Mr. Shyam Bagaria & Mr. Surjit Singh.
	20.01.2025	Mr. Anil Jhunjhunwala, Mrs. Sumita Chhetry, Mr. Shyam Bagaria & Mr. Surjit Singh.
	13.02.2025	Mr. Anil Jhunjhunwala, Mrs. Sumita Chhetry, Mr. Shyam Bagaria & Mr. Surjit Singh.
Audit Committee Meetings	29.05.2024	Mr. Anil Jhunjhunwala, Mrs. Hilla Eruch Bhathena & Mr. Surjit Singh.
	13.08.2024	Mr. Anil Jhunjhunwala, Mrs. Hilla Eruch Bhathena & Mr. Surjit Singh.
	06.11.2024	Mr. Anil Jhunjhunwala, Mrs. Sumita Chhetry & Mr. Surjit Singh.
	13.02.2025	Mr. Anil Jhunjhunwala, Mrs Sumita Chhetry & Mr. Surjit Singh.
Annual General Meeting	09.09.2024	Mr. Anil Jhunjhunwala, Mr. Surjit Singh & Mr. Shyam Bagaria.
Types of Meeting	Date of Meeting	Names of Directors/ Members Present
Nomination & Remuneration Committee Meetings	01.07.2024	Mrs. Hilla Eruch Bhathena Mr. Rajesh Kumar Poddar & Mr. Surjit Singh.
	01.10.2024	Mr. Rajesh Kumar Poddar & Mr. Surjit Singh.
	15.10.2024	Mr. Rajesh Kumar Poddar & Mr. Surjit Singh.
	06.11.2024	Mrs. Sumita Chhetry, Mr. Rajesh Kumar Poddar & Mr. Surjit Singh.
Stakeholder Relationship Committee Meetings	21.06.2024	Mr. Anil Jhunjhunwala, Mrs. Hilla Eruch Bhathena & Mr. Shyam Bagaria
	26.09.2024	Mr. Anil Jhunjhunwala & Mr. Shyam Bagaria
	08.01.2025	Mr. Anil Jhunjhunwala, Mrs. Sumita Chhetry & Mr. Shyam Bagaria
Meeting of Independent Directors	15.11.2024	Mrs. Sumita Chhetry & Mr. Surjit Singh.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Inductions

During the financial year, Mr. Prahalad Roy Sharma was appointed as the Chief Executive Officer of the company w.e.f. 01.07.2024, Mrs. Sumita Chhetry (DIN-10711089) was appointed as an Independent Women Director w.e.f. 15.10.2024 and Mrs. Pallavi Dhandhania Agarwal was appointed as Company Secretary & Compliance Officer of the Company w.e.f 06.11.2024.

Composition

As on 31st March, 2025, your Company has four Directors out of which two directors are Independent Directors and two nonexecutive Directors. The Board is primarily responsible for the overall management of the Companys business. The Composition of Board is conformity with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the relevant provisions of the Companies Act, 2013.

None of the Directors of the Company is a member of more than ten Committees or Chairman of more than five Committees across all companies in which he/she is a Director.

Sl. No.	Name	Category of Directors/Members	Committees Position
			Member	Chairman
1.	Mr. Anil Jhunjhunwala	Non-Executive Director	Audit Committee	Stakeholder Relationship Committee
2.	Mr. Shyam Bagaria	Non-Executive Director	Stakeholder Relationship Committee	-
3.	Mrs. Sumita Chhetry	Independent Director	Stakeholder Relationship Committee	Nomination and Remuneration Committee & Audit Committee
4.	Mr. Surjit Singh	Independent Director	Nomination and Remuneration Committee & Audit Committee

Re-appointment

1. As per the provisions of the Companies Act, 2013, Mr. Surjit Singh, liable to retire by rotation at the 41st AGM and, being eligible, was re-appointed. Based on the performance evaluation and recommendation of the nomination and remuneration committee, the Board recommends his reappointment.

Retirements , Resignations and Death

Retirements or resignations took place during the FY 2024-25 is as follows:

1. Retirement of Mrs Hilla Eruch Bhathena (Independent Director) w.e.f. 25.08.2024.

2. Resignation of Mr. Anujit Singh(Company Secretary) w.e.f 22.10.2024.

3. Death of Mr. Rajesh Kumar Poddar (Director) on 12.01.2025

All the Directors have made necessary disclosures as required under various provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The changes in the Board or in the Key Managerial Personnel of the Company during the year.

Directors/KMPS as on 01.04.2024	Resignation/Retirement/ Death during the year	Appointments/ Reappointment during the year	Directors/KMPS as on 31.03.2025
Mr. Anil Jhunjhunwala	-	-	Mr. Anil Jhunjhunwala
Mr. Rajesh Kumar Poddar	12.01.2025 (Death)	-	-
Mr. Shyam Bagaria	-	-	Mr. Shyam Bagaria
Mrs. Hilla Eruch Bhathena	25.08.2024 (Retire)	-	-
Mrs. Sumita Chhetry	-	15.10.2024	Mrs. Sumita Chhetry
Mr. Surjit Singh	-	09.09.2024 (Reappointment)	Mr. Surjit Singh
Mr. Prahalad Roy Sharma (CEO)	-	01.07.2024	Mr. Prahalad Roy Sharma (CEO)
Mr. Virendra Lal Nagar (CFO)	-	-	Mr. Virendra Lal Nagar (CFO)
Mr. Anujit Singh (CS)	22.10.2024 (Resign)	-	-
Mrs. Pallavi Dhandhania Agarwal (CS)	-	06.11.2024	Mrs. Pallavi Dhandhania Agarwal (CS)

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) 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.

DECLARATION BY INDEPENDENT DIRECTORS

Mrs. Sumita Chhetry w.e.f. 15.10.2024 and Mr. Surjit Singhare Independent Directors on the Board of your Company as on 31st March, 2025. Mr. Surjit Singh has given declaration to the company stating that hefulfills the conditions of Independence specified in Section 149(6) of the Companies Act, 2013 and Rules made thereunder and the same have been placed and noted in the meeting of the Board of Directors held on 3rd April, 2024. A format of letter of appointment to Independent Director as provided in Companies Act, 2013 and the Listing Regulations has been issued and disclosed on the website of the Company at http://www.jjfc.co.in.

FAMILIARISATION PROGRAMME FOR DIRECTORS

As a practice, all Directors (including Independent Directors) inducted to the Board go through a structured orientation programme. Presentations are made by Senior Management giving an overview of the operations, to familiarize the new Directors with the Companys business operations. The Directors are given an orientation on the products of the business, group structure and subsidiaries, Board constitution and procedures, matters reserved for the Board, and the major risks and risk management strategy of the Company.

During the year under review, the Independent Directors attended two familarisation programmes and one new Independent Director was inducted to the Board.

VIGIL MECHANISM

Pursuant to the requirement of the Act and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place a vigil mechanism policy to report genuine concerns or grievances. The Vigil Mechanism Policy has been posted on the website of the Company at http://www.jjfc.co.in.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has carried out annual performance evaluation of its own performance, the Directors individually as well as the evaluation of all Committees of the Board for the Financial Year 2024-25. 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, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its shareholders. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Non Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

COMPANYS POLICY ON APPOINTMENT AND REMUNERATION

In accordance with Section 178 of the Companies Act, 2013, the Board of Directors has in place a Policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and remuneration policy for Key Managerial Personnel and others. The Policy of Nomination and Remuneration Committee has been framed to encourage diversity of thought, experience, knowledge, perspective, age and gender in the Board. The Remuneration Policy for Directors, Key Managerial Personnel and all other employees is aligned to the philosophy on the commitment of fostering a culture of leadership with trust. The Remuneration Policy aims to ensure that the level and composition of the remuneration of the Directors, Key Managerial Personnel and all other employees is reasonably sufficient to attract, retain and motivate them to successfully run the Company. The policy has been uploaded on the website of the Company at http://www.jjfc.co.in

Based on the recommendations of the Nomination and Remuneration Committee, the Board approved a Nomination and Remuneration Policy which is enclosed as Annexure 3.

DISCLOSURE ON REMUNERATION TO EMPLOYEES EXCEEDING SPECIFIED LIMITS

The Company had no employees who were in receipt of remuneration in excess of 102 lakh per annum during the year ended 31st March, 2025 or of more than 8.5 lakh per month during any part thereof, hence no information under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is required to be given.

PARTICULARS OF EMPLOYEES

The information required 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, containing, inter alia, ratio of remuneration of directors and KMP to median remuneration of employees and percentage increase in the median remuneration are annexed to this Directors Report as Annexure 4. In terms of Section 136 of the Act, the Report and Accounts are being sent to Members and others entitled thereto excluding the information on employees particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. There are no employees drawing salaries in excess of the limit prescribed under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Company affirms that remuneration is as per the Remuneration Policy of the Company.

FINANCIAL CONTROLS

Effective Internal Controls are necessary for building up an efficient organization. Our Company has adequate Internal Control systems in place to ensure accuracy, transparency and accountability in its operations. A dedicated concurrent audit team functioning within the Company confirms that the activities are in compliance with its policies and occurrences of deviations are reported to the Management. The concurrent audit report is reviewed by the internal auditors - M/s. Chaturvedi & Partners, a firm of practicing Chartered Accountants. Internal auditors review operations of the Company and ensure that the Company is functioning within the limits of all applicable statutes. Any Internal Control weaknesses, non-compliance with statutes and suggestions on improvements in existing practices forms part of internal audit report. Audit Committee reviews the internal audit report and ensures that observations pointed out in the report are addressed in a timely and structured manner by the Management. The Internal Audit Report is reviewed by Statutory Auditors while performing audit functions to confirm that there are no transactions conflicting with interests of the Company. The Internal Financial Controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. Further, it is believed that the controls are largely operating effectively since there has not been any identification of any major material weakness in the company. The directors have in the Directors Responsibility Statement under paragraph (e) confirmed the same to this effect.

STATUTORY AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the recommendation of the Board of Directors and the Audit Committee the members in the 39th Annual General Meeting held on 15th September, 2022 had appointed M/s A K Dubey & Co, Chartered Accountants (ICAI Firm Registration Number 329518E) as the Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the 39th Annual General Meeting until the conclusion of 44th Annual General Meeting of the Company to be held in the calendar year 2027, on such remuneration as may be decided by the Audit Committee of the Board.

SECRETARIAL AUDITOR AND THEIR REPORT

In terms of Section 204 of the Act and Rules made there under, Ms. Disha Dugar, Practicing Company Secretary, had been appointed Secretarial Auditor of the Company for the financial year 2024-25. The Secretarial Audit Report in Form MR-3, enclosed as Annexure 2 has no observations (including any qualification, reservation, adverse remark or disclaimer) and hence does not call for any explanation from the Directors.

INTERNAL AUDITOR AND THEIR REPORT

The Company had appointed Internal Auditors, M/s. Chaturvedi & Partners, a firm of practicing Chartered Accountants to carry out the internal audit functions. The Internal auditor submits half yearly reports to the audit committee. The Internal Auditors Reports have no observations (including any qualification, reservation, adverse remark or disclaimer) and hence does not call for any explanation from the Directors.

INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The provisions of Section 186 of the Act pertaining to granting of loans to any persons or bodies corporate and giving of guarantees or providing security in connection with loans to any other bodies corporate or persons are not applicable to the Company since the Company is a Non-Banking Financial Company. However, details of loans, guarantees or investments are given in notes to the Financial Statements.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has in place a Policy on Related Party Transactions which is also available on Companys website at http://www.jjfc.co.in. The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and Related Parties. All Related Party Transactions are placed before the Audit Committee for review and approval. The Company obtains prior omnibus approvals, if required, for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arms Length basis. The provisions of Section 188(1) do not attract as all Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arms Length basis. No Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable. Further, details of Related Party Transactions as required to be disclosed by Indian Accounting Standard - 24 (Ind-AS 24) are given in the notes to the Financial Statements.

HUMAN RESOURCES/INDUSTRIAL RELATIONS

At J. J. Finance Corporation Limited, Human Resources follow an integrated approach that combines employee recognition, training and mentoring. The Company maintains open communication channels with workforce and keeps them engaged with its objectives towards attainment of healthy employer-employee relationship. Industrial relations were cordial throughout the year under review.

RISK MANAGEMENT POLICY

In terms of the requirement of the Act, the Company has developed and implemented the Risk Management Policy and the Audit Committee of the Board reviews the same periodically. The Risk Management policy inter alia provides for review of the risk assessment and minimization procedure, laying down procedure to inform the Board in the matter and for periodical review of the procedure to ensure that management controls the risks through properly defined framework.

CORPORATE GOVERNANCE

Since the paid up share capital of your Company and its net-worth was below the prescribed limits under Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; Corporate Governance is not applicable on the Company in the financial year 2024-2025.

CORPORATE SOCIAL RESPONSIBILTY

Since your Company does not fall under the threshold laid down in section 135 of the Companies Act, 2013, the provision of section 134(3)(o) of the Companies Act, 2013 is not applicable and hence no disclosure is required by the Board.

SECRETARIAL STANDARDS

The Directors confirm that the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively, which have been approved by the Central Government have been duly followed by your Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company, being a Non-Banking Finance Company (NBFC), does not have any manufacturing activity neither does it have any foreign exchange earnings or any foreign exchange outgo. The Directors, therefore, have nothing to report on conservation of energy and technology absorption.

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

The Company has zero tolerance for sexual harassment at workplace. During the Financial Year 2024-25, no complaints of sexual harassment were reported.

PREVENTION OF INSIDER TRADING

In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has formulated and adopted the revised "Code of Conduct In Trems of SEBI (Prevention of Insider Trading) Regulation, 2015" ("the Insider Trading Code"). The object of the Insider Trading Code is to set framework, rules and procedures, which all concerned persons should follow, while trading in listed or proposed to be listed securities of the Company. During the year, the Company has also adopted the Code of Fair Disclosure of Unpublished Price Sensitive Information ("the Code") in line with the SEBI (Prohibition of Insider Trading) Amendment Regulations, 2018. The Code is available on the Companys website www.iifc.co.in/Code of Conduct in terms of PIT Regulation.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for employees at all levels, who have contributed to the growth and performance of your Company.

Your Directors also thank the clients, vendors, bankers, shareholders and advisers of the Company for their perennial support during the year.

We also express our gratitude towards the Central and State Governments, and other statutory authorities for their continued support.

	For and on behalf of the Board
	ANIL JHUNJHUNWALA	SHYAM BAGARIA
Place : Kolkata	Director	Director
Dated : 12th August, 2025	DIN :00128717	DIN :00121949