JMJ Fintech Ltd Directors Report

To,

The Members of,

JMJ FINTECH LIMITED

Shop No. 3, 1st Floor, Adhi Vinayaga Complex,

No. 3, Bus Stand, Gopalsamy Temple Street,

Ganapaty, Coimbatore, Tamil Nadu, India, 641006,

Your Directors have the pleasure of presenting the 42^nd Annual Report on the business and operations of your company along with the Audited Financial Statements for the year ended 31^st March 2025.

FINANCIAL HIGHLIGHTS

The Financial Results for the year ended 31^st March, 2025.

Particulars	2024-2025 (Rs. in Thousands)	2023-2024 (Rs. in Thousands)
Revenue_ from operations	1,71,171.30	74,530.97
Other Income	301.41	144.39
Total Income	1,71,472.71	74,675.36
Total Expenses	76,916.63	36,098.96
Profit/(Loss) before tax	94,556.08	38,576.40
Exceptional Item	0.00	0.00
Tax Expenses:
Current Tax	23,754.54	9,629.92
Deferred tax	-98.47	-146.70
Profit / (Loss) carried to Balance sheet	51,691.05	21,377.90

The Standalone Financial Statements of the Company for the financial year ended March 31, 2025, have been prepared in accordance with the Indian Accounting Standard (Ind AS) as notified by the Ministry of Corporate Affairs and as amended from time to time.

BUSINESS PERFORMANCE:

The Company during the year has achieved a turnover of Rs. 1714.72 Lakhs as compared to a turnover of Rs. 746.75 Lakhs in the previous year. The Company has incurred net profit of Rs. 516.91 Lakhs as compared to the profit of Rs. 213.78 Lakhs in the previous year. Your directors are continuously making every effort to improve the existing business.

TRANSFER OF PROFITS TO RESERVES:

During the year under review, the Company does not propose to transfer any sum to any reserves. The board decided to retain the profit of Rs.516.91 lakhs in the retained earnings.

DIVIDEND:

Your Board is pleased to recommend a dividend of Rs.. 0.25/- per equity share of the face value of Rs.. 10/- each (@ 2.5%), payable to the Shareholders whose names appear in the Register of Members as on the Book Closure/Record Date. The dividend payout is in accordance with the Companys Dividend Distribution Policy for the financial year 2024-25.

TRANSFER OF UNCLAIMED DIVIDEND AND UNCLAIMED SHARES:

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (including amendments and modifications, thereof), there were no unclaimed dividends that were transferred during the year under review to the Investor Education and Protection Fund.

STATE OF THE COMPANYS AFFAIR:

The Company is registered with the Reserve Bank of India (RBI) as a Non-Deposit-taking Non-Banking Financial Company (NBFC) in terms of Section 45-IA of the RBI Act, 1934. As an NBFC, the Company is primarily engaged in the business of providing credit facilities to a wide spectrum of borrowers, including Individuals, Micro, Small and Medium Enterprises (MSMEs), Corporate Clients, and High Net-worth Individuals (HNIs), with lending decisions made on the basis of their respective credit and risk profiles.

The equity shares of the Company are listed on the Bombay Stock Exchange (BSE), thereby ensuring transparency, compliance, and access to the capital markets.

During the financial year under review, there has been no change in the nature of the business activities of the Company, and it continues to operate in the same line of business.

FUTURE OUTLOOK:

The Company remains committed to strengthening its position in the Non-Banking Financial Services sector by expanding its lending portfolio and deepening its reach across diverse customer segments such as Individuals, MSMEs, Corporate Clients, and High Net-worth Individuals (HNIs). With a strong focus on prudent risk management and customer-centric solutions, the Company seeks to leverage technology and digital platforms to enhance operational efficiency, improve customer experience, and scale its business in a sustainable manner.

The growth of the Indian economy, coupled with increasing demand for credit across retail and business segments, presents significant opportunities for the Company to expand its loan book while maintaining asset quality. The Company aims to continue exploring new avenues of financial products, diversify its offerings, and strengthen its market presence.

With a disciplined approach to compliance, governance, and risk assessment, the Company is confident of achieving steady growth and creating long-term value for its shareholders.

ANNUAL RETURN:

The Annual Return in accordance with Section 92(3) and 134(3)(9) of the Companies Act, 2013 as amended from time to time, read with the Companies (Management and Administration) Rules, 2014, is available on companys website - www.jmjfintechltd.com

MATERIAL CHANGES IN THE COMPANY:

The material changes and events during the financial year are as follows:

A request from Mr. Sajeeth Mohammed Salim for Re-classification from “Promoter and Promoter Group” of the Company to “Public” category under Regulation 31A of the Listing Regulations (“Request”) was received on 16th August,2024. The members of the Company approved the proposal for reclassification vide resolutions passed at the 41st Annual General Meeting of the Company held on 23rd September 2024. The BSE has approved the reclassification vide letter No. LIST/COMP/HV/1523/2024-25 dated 31/12/2024.

OTHER MATERIAL EVENTS HAVE BEEN OCCURRED DURING THE PERIOD AFTER THE END OF THE FINANCIAL YEAR AND BEFORE THE SIGNING OF REPORT ARE AS FOLLOWS;

Nil

SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES:

The Company does not have any subsidiaries, associates and joint venture companies.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company has a professional Board with Executive Directors & Non-Executive Directors who bring the right mix of knowledge, skills, and expertise and help the Company in implementing the best Corporate Governance practices.

The Board of the Company as on March 31, 2025 consists of Two (2) Executive Directors, Three (3) Independent Directors and Two (2) KMPs including a Company Secretary and a Chief Financial Officer.

During the financial year under review, the following changes occurred in the Board of Directors and Key Managerial Personnel of the Company: -

• Appointment of Lt. Col. Velayudhanpillai Harikumar (DIN: 10450411) as Director (Non-Executive & Independent) of the Company w.e.f. 23.09.2024.

• Resignation of Mr. Josekutty Vazhayil Easow (DIN: 10358372) from the post of Director of the Company w.e.f. 26th September 2024.

INDEPENDENT DIRECTORS DECLARATION:

The Independent Directors have submitted their declaration of independence, stating that:

a. They continue to fulfill the criteria of independence provided in Section 149 (6) of the Act, along with Rules framed thereunder and Regulation 16(1)(b); and

b. There has been no change in the circumstances affecting his status as an Independent Director of the Company.

The Independent Directors have also confirmed that they have complied with the Companys Code of Conduct. In terms of Section 150 of the Act and Rules framed thereunder, the Independent Directors have also confirmed their registration (including renewal of applicable tenure) and compliance of the online proficiency selfassessment test (unless exempted) with the Indian Institute of Corporate Affairs (IICA).

The Board opined and confirmed, in terms of Rule 8 of the Companies (Accounts) Rules, 2014, that the Independent Directors are persons of high repute, integrity, and possess the relevant expertise and experience in their respective fields.

SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and is of the view that such systems are adequate and operating effectively.

MEETINGS OF THE BOARD OF DIRECTORS:

During the year under review, the Board met 8 times. The intervening gap between the two consecutive Board Meetings was within the prescribed period of 120 days as specified under the provisions of Section 173 of the Act and the Listing Regulations.

Date of Meeting	Total No of Members on the Date of the Meeting	Attendance
		No. of Members Attended	% of Attendance
23/05/2024	5	5	100
09/08/2024	5	5	100
21/08/2024	5	5	100
04/10/2024	5	5	100
06/11/2024	5	5	100
27/11/2024	5	5	100
21/01/2025	5	5	100
05/02/2025	5	5	100

COMMITTEES OF THE BOARD:

AUDIT COMMITTEE:

The composition of the Audit Committee and terms of reference are in compliance with the provisions of Section 177 of the Act. All members of the Committee are financially literate and have accounting or related financial management expertise.

The role of Audit Committee and terms of reference specified by the Board to the Audit Committee are the following:

i) Oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that the Restated Financial Statement is correct, sufficient and credible;

ii) Recommendation for appointment, remuneration and terms of appointment of Auditors of the Company;

iii) Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors;

iv) Reviewing, with the management, the annual financial statements and Auditors Report thereon before submission to the Board for approval, with particular reference to:

a) Matters required to be included in the Directors Responsibility Statement; to be included in the Boards Report in terms of clause (c) of subsection (3) of Section 134 of the Companies Act, 2013; changes, if any, in accounting policies and practices and reasons for the same;

b) Changes, if any, in accounting policies and practices and reasons for the same;

c) Major accounting entries involving estimates based on the exercise of judgment by management;

d) Significant adjustments made in the financial statements arising out of audit findings;

e) Compliance with listing and other legal requirements relating to financial statements;

f) Disclosure of any related party transaction;

g) Modified opinion(s) in the draft audit report;

v) Reviewing, with the management, the quarterly Financial Statements before submission to the Board for approval;

vi) Reviewing with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the Report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

vii) Reviewing and monitoring the Auditors independence & performance, and effectiveness of audit process;

viii) Approval or any subsequent modification of transactions of the Company with related parties;

ix) Scrutiny of inter-corporate loans and investments;

x) Valuation of undertakings or assets of the Company, wherever it is necessary;

xi) Evaluation of internal financial controls and risk management systems;

xii) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

xiii) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

xiv) Discussion with internal auditors of any significant findings and follow up there on;

xv) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

xvi) Discussion with Statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

xvii) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

xviii) To review the functioning of the Whistle-Blower mechanism;

xix) Approval of appointment of Chief Financial Officer after assessing the qualifications, experience and background, etc. of the candidate;

xx) Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 Crores or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision;

xxi) Carrying out any other function as may be assigned to it by the board of director from time to time.

The Audit Committee consists of the following members:

CA. Julie George Varghese	Chairperson- Independent Director
Lt. Col. Velayudhanpillai Harikumar	Member- Independent Director
Mr. Johny Madathumpady Lonappan	Member- Chairman

During the year under review, the Audit Committee met 5 times.

All the recommendations of the Audit Committee were accepted by the Board during the year under review.

Following is the detail of the attendance of each of the members of the Audit Committee at its Meeting held during the year under review:

Date of Meeting	Total No. of Members on the Date of the Meeting	Attendance
		No. of Members Attended	% of Attendance
23/05/2024	3	3	100
09/08/2024	3	3	100
06/11/2024	3	3	100
21/01/2025	3	3	100
05/02/2025	3	3	100

NOMINATION AND REMUNERATION COMMITTEE:

The composition of the Nomination and Remuneration Committee and terms of reference are in compliance with the provisions of Section 178 of the Act.

The Nomination and Remuneration Policy of the Company contains the guidelines on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3).

Terms of reference

The scope, functions and the terms of reference of our Nomination and Remuneration Committee, is in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI Listing Regulations which are as follows:

(i) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel ("KMP") and other employees;

A. For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

a) Use the services of an external agencies, if required;

b) Consider candidates from a wide range of backgrounds, having due regard to diversity; and

c) Consider the time commitments of the candidates.

(ii) Specification of manner and criteria for effective evaluation of performance of Board, its committees and individual directors, to be carried out either by the board or by an independent external agency and review its implementation and compliance.

(iii) Devising a policy on diversity of board of directors;

(iv) Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal.

(v) Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

(vi) Recommend to the board, all remuneration, in whatever form, payable to senior management.

The Nomination and Remuneration Committee consists of the following members:

Lt. Col. Velayudhanpillai Harikumar	Chairman-Independent Director
CA. Julie George Varghese	Member- Independent Director
CA. Sivadas Chettoor	Member- Independent Director

During the year under review, the Nomination and Remuneration Committee met 2 times. Following is the detail of the attendance of each of the members of the Nomination and Remuneration Committee at its Meeting held during the year under review:

Date of Meeting	Total No. of Members on the Date of the Meeting	Attendance
		No. of Members Attended	% of Attendance
04/10/2024	3	3	100
27/11/2024	3	3	100

NOMINATION AND REMUNERATION POLICY:

Pursuant to Section 178(3) of the Companies Act, 2013, the Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the company. The policy also lays down the criteria for selection and appointment of Board Members. The policy and details of Nomination and Remuneration is available on the website of the Company at www.imifmtechltd.com.

In accordance with the Nomination and Remuneration Policy, the Nomination and Remuneration Committee has, inter alia, the following responsibilities:

• The Committee had formulated the criteria for determining qualifications, positive attributes, and independence of a director. and is available in the company website www.imifintechltd.com . The Committee shall identify persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in this policy.

• Recommend to the Board, appointment, and removal of Director, KMP and Senior Management Personnel.

• The Board shall carry out evaluations of the performance of every Director, KMP and Senior Management Personnel at regular intervals (yearly).

• The remuneration/ compensation/ commission etc. to the Managerial Personnel, KMP and Senior Management Personnel will be determined by the Committee and recommended to the Board for approval. The remuneration/ compensation/ commission etc. shall be subject to the prior/ post approval of the shareholders of the Company and Central Government, wherever required.

• Increments to the existing remuneration/ compensation structure may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders in the case of Managerial Personnel.

• Where any insurance is taken by the Company on behalf of its Managerial Personnel, Chief Executive Officer, Chief Financial Officer, the Company Secretary, and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.

• The Non-Executive/ Independent Director is not paid remuneration by way of fees for attending meetings of the Board or Committee thereof.

• Commission to Non-Executive/ Independent Directors If proposed may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the net profits of the Company computed as per the applicable provisions of the Companies Act, 2013.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholder Relationship Committee consists of the following members:

CA. Julie George Varghese	Chairperson-Independent Director
Lt. Col. Velayudhanpillai Harikumar	Member- Independent Director
Mr. Johny Madathumpady Lonappan	Member-Chairman

During the year under review, the Stakeholder Relationship Committee met 1 time. Following is the detail of the attendance of each of the members of the Stakeholder Relationship Committee at its Meeting held during the year under review:

Date of Meeting	Total No. of Members on the Date of the Meeting	Attendance
		No. of Members Attended	% of Attendance
12/02/2025	3	3	100

RIGHTS ISSUE COMMITTEE:

The Rights Issue Committee consists of the following members:

CA. Sivadas Chettoor	Chairman- Independent Director
Lt. Col. Velayudhanpillai Harikumar	Member- Independent Director
Mr. Joju Madathumpady Johny	Member- Managing Director

During the year under review, the Rights Issue Committee met 1 time. Following is the detail of the attendance of each of the members of the Rights Issue Committee at its Meeting held during the year under review:

Date of Meeting	Total No. of Members on the Date of the Meeting	Attendance
		No. of Members Attended	% of Attendance
19/02/2025	3	3	100

SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:

As required under Clause VII of Schedule IV of the Companies Act, 2013, the Independent Directors held a

Meeting on 12th February, 2025, without the attendance of Non-Independent Directors and members of the

Management.

DIRECTORS RESPONSIBILITIES STATEMENT:

Pursuant to the requirement of Section 134 (5) of the Act, the Directors hereby confirm:

• That in the preparation of Final Accounts, the applicable Accounting Standards has been followed along with proper explanation relating to material departures;

• That they 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 or loss of the Company for that period.

• That they had taken proper and sufficient care for the maintenance of adequacy Accounting Records in accordance with the provisions of the Act, for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

• That they had prepared the Annual Accounts on a Going Concern basis.

• That they laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and

• That they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COST AUDITOR AND MAINTENANCE OF COST RECORDS:

Pursuant to notification of Companies (Cost Records and Audit) Rules, 2014 read with Companies (Cost

Records and Audit) Amendment rules, 2014, the Company does not fall under the purview of Cost Audit.

The Company is not required to maintain Cost Records as specified by the Central Government under Section 148 (1) of the Act.

CAPITAL STRUCTURE:

The Paid-up Equity Share Capital as on March 31, 2025 was Rs. 12,80,00,000/-. Issue of 4,00,000 shares were made during the financial year 2024-2025 through preferential issue of shares.

RIGHTS ISSUE:

The rights Issue of the Company has been authorised through a resolution passed by the Board of Directors at its meeting held on January 21, 2025 pursuant to Section 62(1)(a) of the Companies Act. The terms and conditions of the Issue including the Rights Entitlements, Issue Price, Record Date, timing of the Issue and other related matters, have been approved by a resolution passed by the Rights Issue Committee at its meeting held on Monday, June 16, 2025. The issue is up to 2,56,00,000 partly paid-up equity shares of face value of Rs.10/- each for cash at a price of Rs. 10.50/- each including a share premium of Rs. 0.50/- per rights equity share aggregating to an amount upto Rs. 2688.00 lakhs on a rights basis to the eligible equity shareholders of the company in the ratio of two rights equity shares for every one fully paid-up equity shares held by the eligible equity shareholders on the record date i.e.,11/07/2025. The issue is open from 18/07/2025 to 14/08/2025. The Company has complied with all applicable provisions of the Companies Act, SEBI Regulations, and other relevant guidelines in relation to the Rights Issue throughout the entire process.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The loan made, guarantee given, or security provided in the ordinary course of business by an NBFC registered with the Reserve Bank of India are exempted from the applicability of the provisions of Section 186 of the Companies Act, 2013. The details of loans given by the company are mentioned in Note 5 of the Financial Statement. The company has not made any investment within the meaning of 186 of the Act during the financial year 2024-25.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

During the financial year 2024-25, the Company had not entered into any material transactions with related parties under Section 188 of the Companies Act, 2013. However, the Policy on Related Party Transaction is available on the Companys website www.imifintechltd.com .

Transaction with related parties, if any, were conducted in a transparent manner in the best interest of the Company and Stakeholders. All the transactions entered into with the related parties during the year under review were in the ordinary course of business and on an arms length basis.

The details of Related Party Transactions as per Ind AS are available in the Standalone Financial Statements for the year under review.

THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

•Energy Conservation: Conservation of energy continues to receive increased emphasis and steps are being taken to reduce the consumption of energy at all levels. The Company has taken steps to conserve energy in its office use, consequent to which energy consumption had been minimized. Since the Company has not carried on industrial activities, disclosure regarding impact of measures on cost of production of goods, total energy consumption, etc, is not applicable.

•Foreign Exchange Earnings and Outgo: The Company has not earned or spent any foreign exchange during the year under review.

•Research and Development & Technology Absorption: The Company has not done any technology absorption for its business and hence no reporting is required to be furnished under this heading. The Company will adopt necessary technology as and when required in the furtherance of the business.

RISK MANAGEMENT POLICY:

The risk management is overseen by the Audit Committee of the Company on a continuous basis. Major risks, if any, identified by the by the business and functions are systematically addressed through mitigating action on a continuous basis. The risk management policy is available in the Company website www.imifintechltd.com.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

As per the provisions of Section 135 of the Companies Act, 2013, the Company has constituted a Corporate Social Responsibility Committee (CSR Committee) since the net profit of the Company for the year 2024-2025 is more than Rs. 5 Crores. The CSR Committee, as per the requirements of Section 135 of the Companies Act, 2013, comprises three directors, including one Independent Director. Following are the members of CSR Committee-

CA. Sivadas Chettoor	Chairman- Independent Director
Mr. Johny Madathumpady Lonappan	Member- Chairman
Mr. Joju Madathumpady Johny	Member- Managing Director

The Company had formulated a CSR policy and the CSR Committee of the Board has been entrusted with the responsibility of formulating, recommending, and monitoring the companys CSR policy.

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

During the year, there were no such instances of significant and material orders passed by the Regulators, Courts, or Tribunals.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

Pursuant to Section 177(9) of the Companies Act, 2013, your Company has established a Vigil Mechanism policy for directors and employees to report concerns about unethical behaviors, actual or suspected fraud, violations of Code of Conduct of the Company etc. The mechanism also provides for adequate safeguards against the victimization of employees who avail themselves of the mechanism and also provides for direct access by the Whistle Blower to the Audit Committee. It is affirmed that during the Financial Year 2024-25, no employee has been denied access to the Audit Committee. The vigil mechanism policy is also available on the Companys website www.imifintechltd.com.

DEPOSITS FROM PUBLIC:

During the period under review, your Company has neither accepted nor renewed any deposits within the meaning of provisions of Chapter V - Acceptance of Deposits by Companies of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 ie. Public deposits

Deposits accepted during the year (Renewal)	Nil
Deposits remained unpaid or unclaimed as at the end of the year	Nil
Default in repayment of deposits or payment of interest thereon during the year, if any (indicate no. of cases)	Amount
	At the beginning of the year	Maxim um during the year	At the end of the year
	Nil
Deposits which are not in compliance with the requirements of Chapter V of the Act	Nil

The Company is a Non-Deposit Accepting NBFC registered with RBI and accepts funds via Subordinated Debt, subject to applicable laws. As 31.03.2025, the company has total outstanding subordinated debt of Rs. 2006.70 lakhs.

UNSECURED LOAN FROM DIRECTORS:

During the year under review, the Company has strictly adhered to the applicable statutory and regulatory requirements with respect to borrowings. The Company confirms that it has not accepted any unsecured loan from its Directors or their relatives at any point during the financial year.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under the Companies Act, 2013 are covered under the Boards policy formulated by the Company and is available on the Company website www.imifintechltd.com.

THE RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF THE EMPLOYEES OF THE COMPANY FOR THE FINANCIAL YEAR AND PERCENTAGE INCREASE IN REMUNERATION OF EACH DIRECTOR AND KMP:

The information is required under Section 197 of Companies Act, 2013 read with rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forming part of Directors Report as Annexure II.

Name of the Directors	Ratio of Remuneration of each Director to Median Remuneration of the employees	% Increase in Remuneration in the Financial Year 2024-2025
Mr. Joju Madathumpady Johny Managing Director	119: 1	55.47
Mr. Johny Madathumpady Lonappan Chairman	52:1	137.72
Mrs. Vidya Damodaran Company Secretary	NA	13.52
Mr. Justin Thomas O Chief Financial Officer	NA	309.40

Note: Non-Executive Independent Directors were paid only sitting fees during the Financial Year under Review. Hence, their Percentage Increase in Remuneration and ratio to Median Remuneration is not applicable.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has practice of conducting familiarization program of the independent directors as detailed in the Corporate Governance Report which forms part of this Annual Report.

BOARD EVALUATION:

Pursuant to the provision of the Companies Act, 2013, a structured questionnaire was prepared after taking into consideration of the various aspects of the Boards functioning, the composition of the Board and its committees, culture, execution and performance of specific duties, obligations, and governance.

The board and the committee were evaluated on various criteria as stated below:

1. Composition of the Board and Committee.

2. Understanding of the Company and its business by the Board.

3. Availability of information to the board and committee.

4. Effective Conduct of Board and Committee Meetings.

5. Monitoring by the Board management effectiveness in implementing strategies, managing risks and achieving the goals.

The Board also carried out the evaluation of directors and chairman based on following criteria:

1. Attendance of meetings.

2. Understanding and knowledge of the entity.

3. Maintaining Confidentiality of board discussion.

4. Contribution to the board by active participation.

5. Maintaining independent judgment in the decisions of the Board.

REGISTRAR AND SHARE TRANSFER AGENT:

During the year under review, Purva Sharegistry (India) Pvt. Ltd was the Registrar and Transfer Agent of the Company.

DETAILS OF EMPLOYEE STOCK OPTIONS:

The Company does not have any Employee Stock Option Scheme/ Plan.

STATUTORY AUDITORS:

M/s. Mahesh C Solanki & Co., re-appointed as the Statutory Auditors of the company at the 39^th Annual General Meeting held on 19^th September 2022 for a period of five consecutive years i.e., till the conclusion of 44^th AGM.

COMMENT ON STATUTORY AUDITORS REPORT:

There are no qualifications, reservations, remarks or disclaimers made by M/s. Mahesh C Solanki & Co., Statutory Auditor in their audit report.

SECRETARIAL AUDITOR:

Pursuant to the requirements of Section 204 (1) of the Companies Act, 2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Lakshmmi Subramanian & Associates, Practicing Company Secretaries (CP No.1087, FCS: 3534) was appointed to conduct secretarial audit for the financial year 2024-2025.

The Secretarial Audit Report as received from the Secretarial Auditor is annexed to this report as Annexure I.

COMMENTS/ OBSERVATIONS/ QUALIFICATIONS OF SECRETARIAL AUDIT REPORT:

There are no qualifications, reservations, remarks or disclaimers made by M/s. Lakshmmi Subramanian & Associates, Practicing Company Secretaries, Secretarial Auditor in their report.

INTERNAL AUDIT:

At the beginning of each financial year, an audit plan is rolled out with approval of the Companys Audit Committee. The plan is aimed at evaluation of the efficacy and adequacy of internal control systems and compliance thereof, robustness of internal processes, policies and accounting procedures and compliance with laws and regulations. Based on the reports of internal audit, process owners undertake corrective action in their

respective areas. Significant audit observations and corrective actions are periodically presented to the Audit Committee of the Board.

INTERNAL AUDITORS:

Mr. Nidheesh P Anto was appointed as the Internal Auditor of the Company w.e.f. 23rd May 2024 for the financial year 2024-25. The Audit Committee determines the scope of internal Audit line with regulatory and business requirements.

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

The Company is committed to providing a safe and conducive work environment to all of its employees and associates. The Company has created the framework for individuals to seek recourse and redressal to instances of sexual harassment. The Company has in place a Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH, 2013). The policy formulated by the Company for prevention of sexual harassment is available on the website of the Company at www.imifintechltd.com.

The Company has complied with the provision relating to the constitution of Internal Committee under POSH, 2013.

Internal Complaint Committee Members:

1. CS. Vidya Damodaran

2. Mrs. Deena Lesly

3. Mr. Justin Thomas O

4. Mrs. Indu Kamala Raveendran

During the year under review, no complaint pertaining to sexual harassment at work place has been received by the Company.

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

GENDER-WISE COMPOSITION OF EMPLOYEES:

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as of March 31, 2025.

Male Employees: 130 Female Employees: 43 Transgender Employees: Nil

This disclosure reinforces the Companys efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

DOWNSTREAM INVESTMENT:

The Company neither has any Foreign Direct Investment (FDI) nor invested as any Downstream Investment in any other Company in India.

INTERNAL CONTROL AND ITS ADEQUACY:

The Company has formulated a Framework on Internal Financial Controls In accordance with Rule 8 (5) (viii) of Companies (Accounts) Rules, 2014, the Company has adequate internal control systems to monitor business processes, financial reporting and compliance with applicable regulations and they are operating effectively.

The systems are periodically reviewed by the Audit Committee of the Board for identification of deficiencies and necessary time-bound actions are taken to improve efficiency at all the levels. The Committee also reviews the observations forming part of internal auditors report, key issues and areas of improvement, significant processes and accounting policies.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the Statutory Auditor nor the Secretarial Auditor has reported to the Audit Committee under Section 143 of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards Report.

APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR:

There were no applications made nor any proceedings pending under the Insolvency and Bankruptcy Code, 2016, during the year.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the year under review there was no instance of one-time settlement with any Bank or Financial Institution.

BOARD DIVERSITY:

The Company recognizes that building a Board of diverse and inclusive culture is integral to its success. The Board considers that its diversity, including gender diversity, is a vital asset to the business. The Board has adopted a Board diversity policy which sets out the approach to diversity of the Board of Directors.

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT:

The Board of Directors has adopted a policy and procedure on Code of Conduct for the Board Members and employees of the Company in accordance with the SEBI (Prohibition of Insiders Trading) Regulations, 2015. This Code helps the Company to maintain the Standard of Business Ethics and ensure compliance with the legal requirements of the Company.

The Code is aimed at preventing any wrong doing and promoting ethical conduct at the Board and by employees. The Compliance Officer is responsible to ensure adherence to the Code by all concerned.

The Code lays down the standard of Conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the workplace, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management Personnel have confirmed Compliance with the Code. DISCLOSURES OF SHARES HELD BY PROMOTERS IN DEMAT FORM:

The promoters of the Company hold hundred percent shares in demat form.

DISCLOSURE REQUIREMENTS:

As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors Certificate thereon, and the Management Discussion and Analysis Report are attached, which forms part of this report. The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and is of the view that such systems are adequate and operating effectively.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT:

Training on all sectors is given to its employees periodically and motivated to work in line with the development of the industry. The willingness and commitment of the employees help the company to stand tall among its customer in quality and service.

BOARD POLICIES:

The Company has all the required board approved policies as per the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 and RBI guidelines which are placed on the website of the Company.

POLICY ON INSIDER TRADING:

On December 31, 2018, the Securities and Exchange Board of India amended the Prohibition of Insider Trading Regulations, 2015, prescribing various new requirements with effect from 1st April 2019. In line with the amendments, your Company has adopted an amended Code of Conduct to regulate, monitor and report trading by Designated Persons and their Immediate Relatives under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. This Code of Conduct also includes code of practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Companys website www.imifmtechltd.com .

COMPLIANCE WITH RBI GUIDELINES:

The company has complied with the Master Direction - Reserve Bank of India (Non-Banking Financial Company -Scale Based Regulation) Directions, 2023 and all other guidelines/circulars/notifications issued by RBI for the year ended on 31st March 2025.

MAJOR THINGS HAPPENED DURING THE YEAR WHICH MADE THE IMPACT ON THE OVERALL WORKINGS OF THE COMPANY & THE MAJOR ACTIONS TAKEN BY THE COMPANY IN THAT RESPECT, SUCH AS COVID-19 PANDEMIC:

Nil

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As per SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, Management Discussion and Analysis Report is attached as Annexure III.

CORPORATE GOVERNANCE REPORT

In accordance with Schedule V of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 Corporate Governance Report forms part of this Annual Report and attached as Annexure IV.

LISTING FEES:

The Company confirms that it has paid the annual listing fees for the year 2024-25 to the Bombay Stock Exchange.

CLOSURE OF REGISTER OF MEMBERS AND SHARE TRANSFER BOOKS:

The Register of Members and Share Transfer books of the company will be closed with effect from 19^th September 2025 to 25 ^th September 2025 (both days inclusive).

ACKNOWLEDGEMENT:

We take this opportunity to express our sincere gratitude to the encouragement, assistance, cooperation, and support given by the Central Government, State Governments, Reserve Bank of India, Securities and Exchange

Board of India, Bombay Stock Exchange and all other regulators/authorities during the year. We also wish to convey our gratitude to all the customers, Auditors, suppliers, dealers, and all those associated with the company for their continued patronage during the year.

We also wish to place on record our appreciation for the hard work and unstinting efforts put in by the employees at all levels. The directors are thankful to the esteemed stakeholders for their continued support and the confidence reposed in the Company and its management.

CAUTIONARY STATEMENT:

The statements contained in the Boards Report and Management Discussion and Analysis Report contain certain statements relating to the future and therefore are looking forward within the meaning of applicable securities, laws and regulations. Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.

Place: Coimbatore	For and behalf of the Board
Date: 12-08-2025	Sd/-
	Johny Madathumpady Lonappan
	Chairman
	DIN: 00017895