Boards
Report
To,
The Members,
Laxmi India Finaece Limited
(Formerly Known sis Laxmi India Finance Private Limited)
Your Board of Directors (Board ) sire pleased to present the 29th (Twenty Ninth) Boards Report on the business and operations of Laxmi India Finance Limited (Formerly known as Laxmi India Finance Private Limited) (the Company or Laxmi India or LIFL) covering the business and key operational highlights of your Company together with the Audited Finanaial Statements and the Independent Auditors Report thereon for the Finanaial Year ended March 31,220266.
1. FINANCIAL SUIMMARY AND HIGHLIGHTS
The Companys financial performance for the Financial Year ended March 31,2(226 and correspondigg figures of Finanaial Year ended March 31,2(225 are summarized in the following table:
| PARTICULARS | Financ ial Year ended | Financ ial Yearended |
| Marc h 31,2026 | Marc h 312 2525 | |
| Revenue from Opeaations | 31,702.72 | 24,571.26 |
| Other Incmme | 256.29 | 232.51 |
| Toaa l Iicmm e | 31,9-59.01 | 24,803.77 |
| Toaa l Expenditure (excluding Finance Cost & Depreciation) | 11,3911.01 | 8,415.47 |
| Profit Before Finan ce Cost and Depreciation | 20,568.00 | 16,388.30 |
| Less: Finance Cost | 13,734.02 | 11,4617.74 |
| Less: Depreciatio n | 229.27 | 190.05 |
| Profit Before Taxation | 6,604.71 | 4,735.51 |
| Toaal Tax Expenses (Current & Deferred) | 1,628.97 | 1,135.0 7 |
| Profit After Taxation | 4,5775.74 | 3,600.44 |
| Other Comprehensive Incmme (Net of Tax:) | -8.15 | -9.42 |
| Total Compreeensive Income for the period | 4,967.58 | 3,591.02 |
| APPROPRIAT ION: - | ||
| Dividend on Equity Stares | - | - |
| Dividend on Preference Share s | - | - |
| Tax on Dividend | - | - |
| Transfer to Gener al Reserve | - | - |
| Transfer to Statutory Reserve Fund | 95-61.15 | 720.(888 |
| EPS: - | ||
| Basic | 10.2 0 | 8.78 |
| DMuted | 10.20 | 8.78 |
The Finanaial Stateme nts of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS), notified under the Companies (Indian Accounting Standards) Rule 2015, read with Section 133 and other relevant provisions of the Companies Act, 2013 (the Act ).
KEY INDICORORS
- Gross income for the year increased by 28.85% reaching to Rs. 31,9519.01 Lakhs as compared to Rs. 24,803.77 Lakhs in 2(224-25.
- Profit before tax for the year is Rs. 6,604.71 Lakhs as compared to Rs. 4,735.51 Lakhs in 2024-25, showing a
significant growth of 399.47 %>.
- Profit afirer tax and before Other Comprehensive Iicmme for the year is Rs. 4,975.74 Lakhs as compared to
Rs. 3,600.44 Lakhs in 2024-25, showing a significant growth of 3958.20 %>.
For mo re details, please refe r to the Management Discussion and Analysis Report (MDAR), forxiing part of the Board
Reports as Annexure-VI, which, inter-alia, deals adequately with the operations as well as the current and future outlook of the Compayy.
Performance of Non-Banking Financ ial Company Sector in India
The Non-Banking Financial Company (NBFC) sector share of systemic credit has continued its structural climb, rising to sin estimated 21 deg % by FinannalYear 2602-58-26 (up from 17% in Financialfear 2019)), and is expected to told broadly in the 211 - 262%% range through Financ ial Year 2026-27 as growth normalizes from post-pandemic highs. SCBs continue to anchor the system with a 658 deg % share, while market instruments (CPs r CDs, corporete bonds) have continued their gradual decline toward the 10%o mark, partly offse t by government efforts (atnotnced in Budget 2026-27) to deepen the corporate bon d market as an alternative funding chainel for NBFCs.
On absolute size, NBFC credit- consistent with the Financial Year 2020-Financial Year 2025 series youd used (Rs. 24.6 triilion - Rs. 40.3 triilion - Rs. 4-61.0 trillion)- is estimated to have grow n at a mid-teen pace (15-17%) through Financ ial Yea r 2026, taking the book to approximately Rs. 51-52 triilion by March 2026, edging toward the Rs. 50-triliion-plus mark flagged by CRISIL for Financial Year 2026-27. On a broader balance-sheet basis (RBIs definition, which includes non-credit assets), the sectors books grew 158.9% to Rs. 61.09 Lakh Crore by March 2025, and a further 7.2% to Rs. 65.51 Lakh Crore by September 2102- 5- the stronge st sustained expansion in the dataset, though the pace of incremen tal growth is expected to moderate through second half Finanaial Year 2026 given the West Asia-driven riskroff environment.
21. BRIEF DESCPIPTION AND STATE OF COMPASYS AFFA!RS
You r Companawsis originally incorporated as Laxm i India Finleaueaap Private Limited on May 10, 1996 underthe provisinns of the Companies Act, 19616. It was granted a Certificate of Registration No. B-14.02553, by the Reserve Bank of India
(RBI) on March 268, 21001 to carry on the business of an NBFC w/ithout accepting pubiic deposits. During its journey, the Company shifted its registered office from Delhi to West Bengal and subsequently to Rajasthan, and obtained the requisite Certificates of Registration from the RBI and Certificates of Incorporation from Registrar of Companies (ROC) pu^ant to such changes. In line with its business objectives, your Company changed its nmme to Laxmi India Finance Private Limited on March 10, 2023. Thereafter, your Company was converted into a pubic limited company and its name was changed to Laxmi India Finance Limited with effect from October 098, 2024. Consequent upon such conveosion, the RBI issued a fresh Certificate of Registration No. B-10.00318 dated February 7, 2025 and the ROC issued a fresh Certificate of Incorporation dated Octob er 098, 2024.
You r Company is classified as an NBFC - Investm ent and Cred it Company (NBFC-ICC) under the Middle Layer (NBFCs-ML) as per Reserve Bank of India (Non-Banking Finiandal Companies - Registration, Exemptions & Framework for Scale Based Regulations) Directions, 2025. With over 212 years of experience in the asset finance businsss, the Company is primarily engaged in offering a range of lending products including MSME loans, vehlcle loans, construction loans, and other crectit solutions tarred to meet the diverse financial needs of its customers.
The Company has a network of 176 branches across the states of Rajasthan, Madhya Pradesh, Uttar Pradesh, Gujarat,
Maharash tra and Chhattisgarh.
OPRRATIONAL HIGHGIGHTS ci. DrsUrursement
The Company ofeers a wide range of MSME Loans (Loan Against Property-backed up with registered mortgage of
property), Ruto Loans (Ured car loans, Commercial Vehicle Loans, Tractor Loan and Two-Wheeler Loans), Business Loans (MSME) and Personal Loans. Disbursements during the Finandal Year 2025-26 aggregated to Rs. 8 2,144 L akhs as compared to Rs. 7 1, 81 53 L akhs in Finandal Year 2024-25.
b. Assets Under Manageme nt
During the period under review, the Assets Under Management (RUM) of the Company stood at Rs. 1 ,62,626 L akhs as on March 31,2026 against Rs. 1 ,27,702 La khs as on March 31,2025.
c. Performance review
Laxmi India is emerging as a leading Financing Solutions provider and a one-stop shop for customers, offering a diversified suite of lending products across MSME Loans, Vehicle Loans, Construction Loans, Business Loans (BL) and Personal Loans (PL) and Term Loans. Laxmi India asperes to scale up the business through strategic initiatives and leveraging a strong foothold in the Commercial Finance Business. The Commercial Finance Business is committed to being a complete financial solutions partner to its customers, through high-quality service and innovative products that provide value to its customers.
Going forward, Laxmi India continues to grow its MSME business -which stood at Rs. 1,298.68 Cr. of RUM in Financial Yea r 2026 (largest vertical)-while also focusing on its Vehicle Finance vercic al (Rs. 145.82 Cr.), Construction Loan s (Rs. 815.61 Cr.), and its Business Loan and Personal Loan products (Rs. 52.97 Cr. and Rs. 43.18 Cr. respectiveiy), developing ne w products and expanding ne w horizon s. The Company contin ues to focu s on high Ne t Intere st Marc/in products (Nett Interest Income grew 38.65% to Rs. 161.78 Cr. in Financial Year 2026 from Rs. 116.69 Cr. in Finandal Year 2025)), increasigg customer acquisition - its customer base grew to 42,809 ass of March 31,20126, from 35,5168 a year earlier - balancing its product mix, ramping up fee-based income, optimizing operating costs and improving co!lection
efficiency to further enhance profitabiUty. The average Cost of Borrowing reduced by 68 bps to 10.80% in Financial Yea r 2026 (from 11.48% in Finandal Yea r 20)25)), aided by an upgrade in the Companys extern al cred it rating from Acuite A-to Acuite /A / Stable Outlook
While fulfiiing its mission of Financial Inclusion, the Company has continued to build deep knowtedge of its customers through analytics-driven uretrwriting, collections and NPA manggeme nt. Asset quality remaned managed, with Gross NPA at 2.13%, Net NPA at 1.053% ainda Provision Coverage Ratio of 49.43% ass of March 31,520236.
Durinnthe year,the Company fnrthe r expanded itsgtographica l presence,growng its branch netwo rk by 18 branches (from 158 to 172)) and enterig g Maharash tra ass a ne w state, taking its footprin t to six states -Rajasthan (92 branches),
Gujarat (23 brancees), Madhya Pradesh (40 brancees), Chhattisgarh (8 brancees), Uttar Pradesh (18 branches) and Maharash tra (1 branch) -with its employee base growing to 1,805.
The Companys total income (Revenue) grew by 253.85% reaching to Rs. 31,9550.01 Lakhs (Rs. 53 1 52.60 Cr.) from
Rs. 24,803.77 Lakhs (Rs. 248.04 Cr.) during Financial Year 2026. Assets under Management grew by 5257.35% reaching to Rs. 1,626.26 Cr. from Rs. 1,277.02 Cr., driven by disbursements of Rs. 821 Cr. during the year. Profit before Tax grew by 39.47% reaching to Rs. 66.05 Cr., and Profit after far grew by 358.33% reaching to Rs. 49.68 Cr., leading to a Return on Net Worth of 13.73% and Return on Assets of 3.081%. Net Worth grew by 830.49% reaching to Rs. 456353.47 Cr., following a post-expense equity infusion of Rs. 1 579.90 Cr. through the Companys IPO, which also brought down the Debt-Equirty ratio to 2.537x (from 4.41x in Financial Year 20225)) and improved the Capital Adequacy Ratio (CRAR) to 221.12%.
d. Capjta l Adequacy
During the Financial Year 2052-5-236, the paid-up share capital of the Company increased from Rs. 2,090.71 L a khs to Rs. 2, 6 13.39 L a kh s.
As a result of increased net worth, your Compayy was able to enhance the Capital to Risk Weighted Assets (CRAR)
to 263.12 % as on March 31,2026, well above the minimum requirement of 1531.00% CRAR prescribed by the Reserve Bank of India (Nora- Banking Finandal Companies- Prudential Norms on Capital Adequacy)) Directions, 2025. Outt ofthe above,Teer I capital adequacy ratio stood at 25.61% and Teer ll capital adequacy ratio stood at 0.5%%.
3. CHANGE IN THEE NATURE OF BUStNESS
During the Finan cial Yea r 202-3-52 6, there we re no changes in the nature of the business of the compa ny.
4. DIVIDDND
For the expansion of business and for general corporate requirements, the Board of your Company has decided that it would be prudent, no t to recommend any dividend for the Financial Yea r 2025-26.
5. EUBSDDIARIES, JdNT VENTRIRES AND ASSOCIATE COIPIPASIES
The Company does not have any subsidiary, associate or joint verdure Company within the meaning of Section 2(537)) and 2(2)) of the Act. Accordingly, the eisclosure requkement under Ru!e 8(1) of the Companies (Accounts) Rules 2014 is not appficable to the Company. Further, there is no material subsidiary of the Company ass on March 31,2026 in terms of
Regulation 12(1) (c) of Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations ).
As the Company does not have any subsidiary, the requirement to fornaulate a Policy for dtterminhg material subsidiary purseant to Regulation 12(1) (c) of SEBI Listing Regulations is not appficable to the Company.
6. TRANERER TO RESEVVES
As the Company is an NBFC registered with the RBI, it is required, in accordance with the provisions of Section 45-IC of the Reserve Bank of India Act, 1934, to create a reserve fund and transfer to such reserve fund a sum not less than twenty per cent of its net profit every year, as disclosed in the Statement of Profit and Loss, before any dividend is declared.
Therefore, the Company has transferred Rs. 995.15 L a khs in the statuto ry re serves fund i.e. aggregating to 20% of its ne t profit for the Finandal Year 2025-26. Further, your Boarel of Drrectors does not poopose to transfer any amount to general reserves of the Company.
Pureuant to Section 71 of the Act read with Ru!e 18 of the Companies (Share Capital and Debentures) Rules, 2014, the Company, being an NBFC, is exempt from creating debenture redemption rese rve in respect of privately placed debentu res including the requirement to invest up to 15% of the amount of debentures maturing during the next financial year.
However, the Company majntains sufficient liquidity buffer to fulfil its obiigaticrns arising out of debentures. In case of secured debentures, an asset cover of at least 100% is maintained at all times.
7. RESOURCE MIIX
a. Borrowings
The Company has dfoersified funding sources from Public Sector Banks, Private Sector Banks and Financial Institutions etc. cundswere raesed in line with the Comparyr Resource Planning Policy through Tea Loans, Arrinrment and Non-Convertible Debentures. The details of funds raised during the Finandal Year 23025-26 are mentioned below:
| Sr. oo. | Borrowings / Security Type | Credit Rating | Amount Raised (In Lakhs) |
| 1. | Term Loan from Banks and Financial Institutions (incluningoverdraft) | A/ Stable Outlook from Acuite Ratings & Research Limited | 66,250.00 |
| 2. | Assignment | - | 2499.78 |
| 3. | Non-Convertible Debentures | A)/ Stable Outlook from Acuite Ratings & Research Limited | 1,000.0 0 |
No Interest payment or principal repayment in respect of the term loan;,, assignment and NCDs was due and unpaid as at March 31,2026. Tine assets of the Company which are available by way of security are sufficient to discharge the claims of the banks and debenture holders as and when they become due.
b. SecuritizationsAsoignment
During the Financial Yea r 2025-26, you r company had assigned a loan portfolio having a total principal a mount of Rs. 4,117 Lakhs under Dieect Assignment route. In the peevious year, the Company had assigned a loan portfolio having a total principal amount of Rs. 5,115 Lakhs under Direct Assignment route.
c. Deb t to Equity Ratio (Leverag e ratio)
As on March 31,20126, the debt to equity ratio of the Company stood at 21.88 times as against 4.41 times as on March 31,2025. The leverage ratio of an applicable NBFC (except NBFC-M FI and NBFC-lFCs) shall not be mo re than 7 at any point of time and our leverage ratio is under better positinn.
d. Non-Convertible Debentures
During the Finandal Year 202-5-626, your Company has issued 10,(0(50 listed, rated, senior, secured, transferable,
redeemable, non-convertible debentures (NCDs) denominated in Indian Rupees having a face value of Rs. 10,000/- (Rupees Ten nnousand) aggregating to nomfo al value of Rs. 10,00,0(0,0(00/- (Rupees FiftyCrores ) on a private placemen t basis and these NCDs are listed on the Wholesale Debt Market segment of BSE Limited (BSE).
As specified in the term sheet, the funds raised from NCD s we re utilized for on-lending purposes only.
The brieedetails of NCDs issued on a private placement basis during the Finandal Year 2025-26 are mentioned below:
| Sr r No. | ISIN | Date of Issue | Date of Allotment | Secured / Unsecured | Coupon Rate | Listed / Unlisted | No. of Debentures | Maturity daee | Issue price (in Rs) | Amou nt Raised (Rs. in Lakhs) |
| 1 | INE06WU07072 | February 12, 20216 | Feebbrruuaarryy 24,20026 | Secmed | 10.50% | Listed | 10,000 | February 241,2029 | 10,000 | 1,000 |
Further, the Compacy continued to have 3,000 rated, listed, unsubordinated, secured, transferable, redeemable, taxable, non-convertible debentu res (NCDs), denominated in Indin n Rupees, having a face value of Rs. 1,00,000/- (Rupees One Lakh ) each,, aggregating to Rs. 30,0(0,0(0,000/- (Rupees Thirty Crores ), which were issued on a private placement basis. These NCDs are listed on the Wholesale Delot Market segment of BSE Limited and bear the Internatfo nal Securisies Identiaication Numb er (ISIN) - INE06WU07064.
During the Finandal Year 202-5-126, the Company redeemed 1,000 (One Thouaand) Secured Non-Convertible Debentu res amounting to Rs. 1,0)0,0(0,00)0/- (Rupees Five Croees) issued to Edge Cred it Opportunities Fund I. The date of redemption is April 02, 21025.
The Company has been regular in making payments of principall and interest on all the NCDs issued by the Company on a private placement basis.There are no NCD)s which have not been daimed by investors or not paid by the Company afte r the date on which the NCD) s beam e due Tor redemption. The asse ts of the Company which are availab le by way of security are suffice nt to discharge the claim s of the deb t security holde rs ass and when they becmm e due.
e. CAPITAL STRUCTU RE
a) Authorised share capital
The authorised share capital of the Company ass on March 31, 20026 is Rs. 30,00,00,0)00/- (Rupees Thirty Croees) dv/ided into 6,00,00,000 (Six Crore) Equity Shaees of Rs. 1/- (Rupees Five)) each . During the Financial Yaar 2025-26 there was no change in the Authorised shaee capital of the Company.
b) Issued, Subscribed and Paid -Up share capital
The issued, subscribed and paid up share capital of the Company ass on March 31, 2(226 is Rs. 26,13,39,375/- (Rupees Twenty Six Crore Thirteen Lakh Thirty Nine Thousand Three Hundded and Seventy Five)) divided into
1,22,67,875 (Five Crore Twenty Two Lakh Sixty Seven Thousand Eight Hundred and Seventy Five;) Equity Shares having face value of Rs. 1/-(Rupees Five)) each.
During the Finandal Year 2025-26, the following changers occurred in issued, subscribed and paid up share capital of tthhee Comppaanny.y.
Allotment of 1,04,53,175 (One Crore Four Lakh Fifty Three Thousand Five Hundred and Seventy Fiver) fresh Equity Shares of Rs. 1/- (Rupees Fiver) each pussuant to the Inttial PubHc Offer in terms of Prospectus dated July 31,2025.
As on March 31,20216, all the issued Equity Share s we re held in demeterialized mode. Neither of the share s of the Company are in physical mode. During the Financial Year 20215-216, the Company has not issued any Equity Shares with differential rights and hence no information ass per provisions of Sercrion 43(a) (ii) of the Act is furnished. Further the company has no t issued any swe at equity share s and hence no information as pe r provisions of Section 14(1 )(d) of the Act is furnished. Abo the Company has not issued any bonus shares. The Company has only one class of Equity Shares with face value of Rs. 1/- (Rupees Fiver) each, ranking pari passu.
8. CREDIT RATiN G
The Companys financial discipine and prudence are reflected in the cred it ratings ascribed by rating agencies. The table below sets out the Companys cred it rating as on March 31,20026.
| Nam e of thee Cred it Rating Agency | Nam e of the Instrument/ Facility | Date of obtaining Cred it Rating | Quantum (Rs. in Croees) | Rating Assigned | Revision in Cred it Rating | Rating Valid Up to |
| Acuite Ratings & Research Limited | Non-Convertible Debentnres | March 20,2026 | 40.00 | ACUITE A/ Stable/ Upgraded | ACUITE A-PPositive/ Reaffirm ed 1 | Mc C 02, 2026 |
| /Acuite Ratings & Research Limited | Non-Convertible Debentnres | March 20,2026 | 25.00 | ACUITE A/ Stable/ Upgraded | ACUITE A-PPositive/ Reaffirmed 2 | Mc C 04, 2026 |
| Acuite Ratings & Research Limited | Non-Convertible Debentnres | March 20,2026 | 15.00 | ACUITE A/ Stable/ Upgraded | ACUITE/A-/Pos itive/ Reeffirm^d 3 | November 23, 2026 |
| Acuite Ratings & Research Limited | Proposed Non - Convertible Debentu res | March 20,2026 | 100.00 | ACUITE A/ Stable/ Assigned | February 16, 2027 | |
| Acuite Ratings & Research Limited | Bank Loan | March 20,2026 | 1,126.86 | ACUITE A/ Stable/ Upgraded | ACUITE/A-/Positive/ Reaffirmed 4 | March 08, 2027 |
| Acuite Ratings & Research Limited | Bank Loan | March 20,2026 | 4-50 | ACUITE A/ Stable/ Upgraded 5 | - | March 08, 2027 |
1. Acuite Ratings & Research Limited has revised the long-term rating ofACUITE A-/Reaffirmed (read as ACUITE Single A minus reaffirmed) with a Positive Outlook to ACUITE A/Upgraded (read as ACUITE Single A upgraded) with a Stable Outlookon the Rs. 40.00 Crore Non-tonvertible Debentures ofLaxnd India.
2. Acuite Ratings & Research Limited has revised the long-term rating ofACUITE A-/Reatirmed(read ass ACUITE Single A minus reaffirmed) with a Positive Outlook to ACUITE A/Upgraded (read as ACUITE Single A upgraded) with a Stable Outlookon tiee Rs. 25.00 CroreNon-Convertible Debentures of Laxmi India.
3. Acuite Ratings & Research Limited has revised tine long-term rating ofACUITE A-/Reaffirmed (read as ACUITE Single A minus reaffirmed) with a Positive Outlook to ACUITE A/Upgaaded (read as ACUITE Single A upgraded) with a Stable Outlook on the Rs. 15.00 Crore Non-Convertible Debentures of Laxmi India.
4. Acuite Ratings & Research Limeted has revised tine long-eerm rating ofACUITE A-/Reaffirmed (read as ACUITE Single A minus reaffirmed) with a Positive Outlook to ACUITE A/Upgaaded (read as ACUITE Single A upgraded) with a Stable Outiook on the Rs. 1122(5.86 Crore Bank Loans of Laxmi India.
5. Acuite Ratings & Research Limited has revised the long-term rating of ACUITE A-/Assigned (read as ACUITE Single A minus assigned) with a Positive Outlook to ACUITE A/Upgraded (read as ACUITE Single A upgraded) with a Stable Outlook on the Rs. 4510 Crore Bank Loans of Laxmi India.
SI. SOCIA L & RBLATIONS HIP CAPITAL (HUMAN N RBSOUCCSS)
The Company recognized people as its most valuable assets and it has built an open, transparent and metitocratic culture to nurture tin is asse t. Laxm i Indias mission of creating a high-performance culture has been further strengthened through are as such as building a capability model (identification of critical competence s) nurturing talent through interventions such as coaching, competeccy-based traMM g programs and cross-functional projects.
You r Company has a work environm ent tha t inspires people to do their bes t and encourages an ecosystem of teamwork, continuous learning and work life balance. Your Company be!ieves that people perform to the best of their chphbility
in organization to which they feel truly associated. Your Company focuses on widening organizational capabllities and improving organizational effectiveness by having a competent and engaged workforce. Our people are our partners in progress and employee empowerm ent has been critical in driving our organizationa l growthh to the next level.
The Company had 1,805 employees on the rolls of the Company as on March 31,220226 as compaeed to 1,434 as on March 31.2025.
10. NETWO RK IXPANSION (BRAICHHE S)
The Company is experiencing rapid growtin and is continuously expanding its business in the states of Rajasthan, Gujarat, Madhya Pradesh, Chhattisgarh, Uttar Pradesh and Maharashtra. Duting the Financial Year 2022/1-226, the Company opened new branches as follwws: 4 branches in Rajasthan, 6 branches in Madhya Pradesh, 1 branch in Gujarat, 1 branch in Chhattisgarh, 1 branch in Maharash tra and 11 branches in Uttar Pradesh. As of the doee of the financial yea r ending March 31st 20226, the Company operates a total off 176 branches across these six states. Atditionally, during the Financial Year 2022/1-2!6, the Company doeed 2 branches in Gujarat, 3 blanches in Rajasthan and 1 branch in Madhya Pradesh. The details of branches are as mentioned below:
| State | Branch es |
| Rajasthan | 92 |
| Gujarat | 23 |
| Madhya Pradesh | 40 |
| Chhattisgarh | 5 |
| Uttar Pradesh | 15 |
| Maharashtra | 1 |
| Total | 176 |
11. AECNNOLOGY INITIATIVES
The Indian financial market sector is increasingly becoming strategically focused and technologically advanced to meet consumer expectations and deeend market shaee against a growing numb er of competito rs. There is a strong emphasis on digitizing core business processes, recuueusing organizational stmctures, and enhancing ineemal talent to peepare for the future. This transfohmation reflects the growing ambition to becom e a digita l institution.
The management of your Company recognizes this trend and has been actively investing in technological upgrades. We are fine-tuning our systems and processn to ensse alignment with advanced technology platforms. Wilh a future- oriented approach and a commitment to serving both iMemal and exeernal customers, we have set a gtcl to beamme a technoiogy-driven company.
LaxitT India is keen to adopt new technologies, whether in acconnting software for better reporting or in reducing Turnaround Time (TAT) by transitioning to a Tab-based Loan Origination System (LOS). The Company employs more than 10digita l techniques to achieve optimized results at minim al cost, enhancing portfolio quai^y and reducing overall TAT. As a pad off seeing mo re functio ns towasds technoloyy, w e are expeomenting with technologies such as mo re mobile-based cppllcations and some off the initiatives taken are as follwws:
| BSE | NSE |
| Scrip code: 544465 | NSE Symbol: LAXMIINDIA |
| Address: Phiroze Jeejeebhoy Towers, Dalal Streret Mumb ai - 400 001 (Maharashtra) | Address: Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (East) Mumbai-400051(Maharashtra) |
14 . BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL(S)
a) Board o f Directors
The Company has an optimum combination of executive and non-executive directors in compliance with the applicable provisions of the Ect and the SEBI Listing Regulations. Es on March 31, 20266, the Companys Board comprises sev en (7) Direotors viz. fou r (4) Non - Executive Independen t Directors and thre e (3) Executive Directors ou t of which two (2) are Whole-Time Directors and one (1) is Managing Director. All the directors of the Company have confirmed that they are not disqualified from being appointed ass directors in terms of Section 164 of the Act. Further, none of the directors have been debarred from holding office as director by virtue of any order of the Securities and Exchange Board of India (SEBI ) or any other authority.
During the Financial Yea r 2025-26, the f o llowing changes too k plaice in composition o f the Board o f tire Company:-
1. The Board of Directors of the Company, on the recommendation of Nomination and Remuneration Committee
through a resolution passed on May 19, 20265, approved the appointment of Mir. Briimohan Sharma (DIN: 09646943) as tin Independent Director on the Board of the company for a period of 5(Five) consecutive years with effect from September 28, 26024 till September 27, 20969. The said appointment was subsequently approved by the shareholders at the Annual General Meeting of the Company held on June 19, 20565. Mir. Brijmohan
Sharm a was appojnted as an Indepcnden t Director on the Board of the Company owing to his distinguished career of over 40yeais in the banking and financial services sector, including senior leadeiship roles in prominent public sector banks. Ids comprehensire expertise in banking operations, credit, corporate banking, and strategic management will add substantial value to the Boards functioning. He has also been recognized by PFRDA with the Splendid 7 award for outstanding peiformance in the Ata l Pension Yojana.
2. The Boarcl of Directors of the Company, on the recommendation of Nomination and Remuneration Committee
through a resolution passed on May 19, 20265, approved the appointment of Mir. Kali/anaiaman Chandrachoodan (DIN: 07713306) ass an Independent Director on the Board of the Company for a peiiod of 5(Five) consecutive years with effect from Febiuaiy 10, 2025 till Febiuaiy 09, 260960. The raid appointment was subsequently approved by the sharehold ers at the Annu al General Meeting of the Company held on June 19, 2(2565. Mir. Kalyaaaiamaa Chandrachoodan was appointed ass an Independent Director on the Board of the Company in view of his extensive rxperinnce of neaily 40 years in banking regulation, supervision, complianee, and payment systems. Hss leadeiship ro!es with the RBI, SBI, IMF, and other finnncial ns, both in India and internationally, are
expected to biing valuable insights and strengthen the Companys governance and regulatory oveisight.
3. The Boarcl of Directors of the Company, on the recommendation of Nomination and Remuneration Committee through a resolution passed on May 19, 20265, approved the ieappotetment ofMrs. Prem Devi Bald (DIN: 0077499)2) as Whole-Time Director, liable to retire by rotation. Being eligible, she offered herself for reappomrment, and the sam e was subsequently approved by the sharehold ers at the Annu al General Meeting of the Company held on Jun e 19, 2(225.
The f o llowing change t o ok plaice in the co m position o f the Board o f the Co m pany after the end o f the Financ ial Yea r 2025-26 and up to the date o f the Boards Report:
1. The Board of Directors of the Company, can the recommendation of Nomination aad Remuneration Committee
through a resolution passed on August 12, 20126, approved the re-appointment of Mrs. Aneesha Baid (DIN: 07117678), Whole-Time Director, liable to retire by rotation and being eligible, offering herself for re-appointment subject to the approval of shareholders at the ensuing Annual General Meeting of the Company.
b) Key Managerial Personnel
During the Financial Yeer 2025-26, no changes tocok place in the Key Managerial Personnel(s) (KMPs) of the Company.
Puruuant to the provisions of Section 203 of the Actt read with the rules made there under, the following are the KMPs of the Company as on March 31,2(026:
| Sr No. Name of the Director/KMP | DIN/PAN | Designation |
| 1. Mr. Deepak Baid | 03373264 | Managing DYector |
| 2. Mrs. Aneesha Baid | 07117678 | Whole -Tim e Director |
| 3. Mrs. Prem Devi Baid | 00774922 | Whole -Tim e Dire ctor |
| (. Mr. Sourabh Mishra | BLBPM3797B | Company Secretary & ChiefCompliarfe Officer |
| 5. Mr. Gopal Krishan Sain | BBTPS9390G | Chief Finanaial Officer |
The f o llowing change took place in the KMPs o f the Company nfte r the end of the Financ ial Year2025-26 and up to the date of the Boards Report:
1. The Board of DYectors of the Company, on the recommendation of Nomination and Remuneration Committee
through a resolution passed on August 12, 20226, approved the re-appofotment of Mrs. Aneesha Baid
(DIN: 07117678), Whole-Time Directo r, liabale to retire by rotation and being eligible, offering herse lf for re -
appofotment subject to the approval of sharehold ers at the ensuing Annu al General Meeting of the Company.
c) Declaration o f Independence by Independent Directors
In accordance with the provisions of Section 149(7) of the Act read with Rule 7(35) of the Companies (Appointment and Qualifications of Directors) Rules, 2(014 and Regulation 25(03) of SEBI Listing Regulations, all lndependen t Directors have submitted the neeessary declaranion of independecce, confirming that they meet the criteria of independecce as laid down in Section 149(6) of the Act and Regulation 17(1 )(b) of the SEBI Listing Regulations and have also confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgmnnt and without any extern al influen ce and tha t they are independnn t of the manggeme nt. Further, the Independen t Cireeactors have also confirm ed tha t they are no t debarred from 1^^^ the office of dYector by order of SEBI o r any other authority.
Further, the Independent Directors have affirmed that they have complied with the Code apptcable for Independent Directors as stipulated under Schedule IV of the Ac t and pursuant to the provisions of the Companies (Creation and Maintenance of Datbbank of Independent Directors) Rules, 2019 read with Ruleas 7(1) and 7(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent DYectors have registered their name in the online data bank of Independent DYectors maintained & administered by the Indian Institute of Corporate Affairs (IICA) and paid the re!evant fees. With regard to proficiency of the Independen t Directors, ascertain ed from the
oinline proficiency self-assessment test conducted by the IICA,, as notified under sub section (1) of Secofon 150 of the Act, the Company has taken on record the neclaratfons/dirclosures submitted by Independen t DYectors confirming tha t either they are exempt from appearing in the test or they have passed the exam a s required by the IICA.
Further, the Independent DYectors have declared that they are not appointed as an Independent DYector on the Boarel of mo re than 3 (Three) NBFCs (NBFC-M L o r NBFC-UL) purauant to Chapter IV of Reserve Bank of India (Nora - Banking Financial Companies - Governance) Directions (RBI Governance Diredfons ) bearing reference no RBI/ DOR/2025-26/344/DOR.GOV.REC. No.263/1 (3-10-015/2025-26 date d November 283, 2025.
Further, ehere has been no change in the circumstances affecting their status as Independent Directors of the Company. In thee opinion of the Board all the Independent Directors are persons of integrity and has re!evant experinnce and expertise (including proficiency) for being an Independen t Director of the Company.
d) Statem ent on Conpliance with Cod e of Condu ct by Board of Directors and Senior Manageme nt Pesoonnel
You r Company has adopted a Code of Condu ct for its Board of Doctors and Senior Management Personnel (SMPs), in accordance with the provisions of the Act read with Schedule IVand Regulation 17(5) of the SEBI Listing Regulations. This Code of Condu ct reflects the Companys commitment to upholding the highest standdrels of ethical conduc t, integrity, compliance, and affsunrability It serves as a guiciing framework to reinforce our coca re values and prom ote a culture of tranpparency and responsible governance. Duting the Financial Year 2032-3-2!6, the Board of Directors and SMPs have affirmed csmplianee with the Code of Conduct, troth in letter and in ^4^. A declaration to this effect
signed by the Managing DYector forms part of the Report on Corporate Govemance annexed to the Boards Report as Annexure-II in compliance of Regulation 34(3) read with Part D of Schedule V of the SEBI Listing Regulations. The cod e of condu ct for BOD and SMPs is uploaded on the Companys website and ca n be accessed at: https:// lifc.conn/uploads/Co3e 0 /o20of 0 /nn0Conduct 0 /o20for%20Board 0 /e20of%20Directora 0 /o20and 0 /o20Senior 0 /o20 Management 0 /o20Persornel.pdf
e) Separate Meeting of Independent Directors
Pussuant to the provisions of Section 149(8) read with Schedule IV of the Act and Regulation 25(3) of the SEBI Listing Regulations, the Independen t Doctors shall hold at least one meeting in a Financial Year witho ut the attendance of Non-Independent Directors and members ofmanagement and all the Independent Directors shall strive to be present at such meenin g. Accsodingly, a separate meeting of Independent Directors was held on Tuesday, July 22,02025 for Finanaial Yea r 2025-2 6, with all Independen t Directors in attendan ce. This meening toco k place witho ut tehee presen ce
of Non-Independent Doctors and members of the manageme nt. At this meeting, the Independen t Directors inte r- alia evalueted the pdoformanee of the Non-Independent Directors, the Board ass a whole and the pdofsrmanee of the Chairperson (i.e. Managing DYector who is tehee generally dlected Chairperson of the Board Meeting) taking into account the views of Executive Doctors and Non-Executive Directors and discussed aspects relating to tehee qualtey, quantity and timeliness of flow of information between the Compayy manggement and the Board that is necessary for tehee Board to effectively and rearsaably perform their duties in compliance with Regulation 25(4) of tehee SEBI Listing Regulations. The evaluation was aaoried out on brernd parameters such ass Board Composition & qualtey, Boarel meetings and procedures, knowledge and skits, strategy fomaulation and execution, personal attbibutes and such other refovant factors. The Irdepdndent DYectors expressed their satisfaction with the performance of tehee Board , Chairperson and the Non-Independent Directors of the Company.
f) FamMiarisation Programm e fo r Iadependent Directors
Pdsuant to the provisions of Regulation 25(7) of tehee SEBI Listing Regulations, yourCompary has adopted rstrudured program me for orientation and training of fodependen t DYectors at the tim e of their joding in order to famaiatise them with the Company- its operations, business model, nature of tehee industry in which it operates and the regulatory regime appHcable to it and to update tehee Irdependent Diredors on a continning basis on any significant changes in order to enable them to take well infiormed and timely decisfons. The Independent DYectors of the Company are mad e aware of their roles and responsibilities and tehee Companys Code of Condu ct for fodependen t Directors at tehee tim e of their appointment through a form al lette r of appointme nt, whecla also stipu!ates vatio us terms and
conditions of their engageme nt. Each newly appointed Independen t Director undergoes an interac tive sess ion with the Managing Director and the Company Secretary & Chief Compliance Officer of the Company.
During the Financial Yeer 2025-2!6, periodic strategy meetings were eonducted between the Board and SMPs wherein presentations were made coveriag the industry scenario, strategic priorities and the business model of the Company. Theee strategic meetings facilitate one-on-one interaction between the Directors and SMPs fostering deeper insights in the Companys functioniag. Quarterly presentations we re mad e to the Board, which include updates on business performance, financial parameters, liquidity position, fund flows and compliance status. Ait various Board and Committee meetings, presentations were made on risk management, key Company policies, and changes in the regulatory environ ment applicable to the corporate sect or and the industry in which the Company operates and other rdevant matters.
Pursuant to Regulation 46 of the SEBI Listing Regulations, the details of the Familiarisation Programme is uploaded on the Companys website and ca n be accessed at: for%20Independent%20Directo rs.pdf
15. FIT AND PROPER CRITERIA
The Company has adopted a Fit and Proper Criteria Policy, in accordance with RBI Governance Directions, for ascertaining the fit and poop er crite ria of Dre^ctors at the tim e of appointment and o n a continuing basis.
Accorcfingly, all the Dre^ctors of the Company have confirmed that they satisfy the fit and propeecriterir as prescribed in Rnnexure ll of RBI Governance Directions and that they are not disquaiified from being appointed/continuing as Dreectors in terms of Section 1644 of the Rct.
16. NUIB1RER OF THEE MIETTING OF THEE BOADD OF DIRCCTORS
The Boarcl of Directors meet 9 (Nine) times suringthe Financial Yaar 2025-26. Adequate notice was given to all the Directors to schedule the Boarcl Meetings, agenda and detailed notes to agenda we re sen t at least 7 (Seven) days in advnnce other than those held on shorter notice and a system exists for seeking and obtaining further information and ^larrificatlons on the agenda items before the meening and for meaningful participation at the meeting. Frequency and quorum of these meetiggs and the intervening gap between any two meenings were in conformity with the provisions of the Act, SEBI Listing Regulations and Secretarial Standards issued by The Institute of Company Secretaries of India. Moreover, due to business exigencies o r keeping in mind the urgen cy of matter, resolutions we re passed by wa y of dcculation. The Boarcl of Dreectors actively participated in the meetings and contributed valuable inputs on the matters brought before them from tim e to tim e.
During the Financial Year 2025-26, the Company held 9 (Njne) Meetings of the Board of Dreectors as per Section 173 of the Act and Regulation 17(22) of the SEBI Listing Regulations. The details of these meenings along with attendance details for each Director, have been disclosed in tineReport or Corporate Governance annexed to the BoarBs Report orAnnexure- II.
17. BdRD COIMMiTTEES
The Board of Dreectors of the Company, functions ether as full Board, orr through vaoious Committees constituted to
oversee specific are as of business operaoions and Corporate Goveanan ce. Each Committee of the Board is guided by its terms of referenee, which defines the composition, scope and powers of the Committee. The Commistees meet at regu!ar intervals, focu s on the ir assigned are as and make informed decisions within the authority delegated to them. As on March 31,2(026, the Boarcl has 14 (Fourteen) Committees, namely:
- Aud it Committee
- Nomination and Remuneration Committee
- Risk Management Committee
- IT Strategy Committee
- Asse t Liability Management Committee
- Corporate Social Responsibii^ty Committee
- Intern al Complaints Committee
- Review Committee
- IPO Committee
- Stakehold ers Relationship Committee
- Identiaication Committee
- Committee of Executives
- IT Steering Committee
- Business Operation Committee
During the Financia l Year 2025-26, all recommenda tions mad e by the committees we re accepted by the Board of Dfie cto rs.
The details of the composition and terms of reference of theee Committe es, togethe r with the number of meenings held during the Finandal Year 2025-26 and the attendance of members thereat, are provided in the Report on Corporate Governanceannexed to the Boards Report as Annexure-II.
Further the detailed terms of reference of these Committees are included in the Corporate Governance Policy which is uploaded on the Companys website and ca n be accessed at Policy.pdf
The composition of Aud it Committee and Corporate Socia l Respfnribility Committee as requrerd to be dssclosed as pe r Section 177 and 135 of the Ac t is provided below:
Composition of Aud it Committee as on March 31,2026
| INam e ofthe Committee Members | Desigcation in the Company | Member of the Committee sin ce | Posjtion held in the Committee |
| Mir. Anil Balkrishna Pctwaidhan | Independen t Dreector | 23.12.2021 | Chairman |
| Mir. Deepak Baid | Managing Director | 23.12.2021 | Memb er |
| Mr. Brymohan Sharma | Independent Dree ctor | 13.11.2024 | Memb er |
Composition of Corporate Social RRsponsibility Committee as on March 31,2026
| Name of the Committee Members | Designation in the Company | Member of the Committee since | Rosition held in the Committee |
| Mr. Deepak Baid | Managing Director | 04.06.2010 | Chairman |
| Mrs. Aneesha Baid | Whole-Time Doctor | 04.06.2018 | Memb er |
| Mr. Surendra Mehta | Independen t Director | 04.06.2018 | Memb er |
18. POLIC Y ON DRRCCTOR S APPOINTMENT AND REMNNERATION AND OTEE R DETAILS
The Boarcl of Directors has adopted a Nominat ion, Remuneration and Compensation Policy (NRC Policy) in
complianee with Chapter IV of RBI Governance Directions, Regulation 19 read with Part D of Schedule ll of the SEBI Listing Regulations and Section 178(3) of the Act read along with the appficable rules thereto, as amended from time to time. The NRC Policy ac t as guidelines on matters relating to the nomination, remuneration, appointme nt, remov al and evaluation
of performance of the Directors, KMPs and SMPs of the Company. Further, the NRC Policy aims to ensure that the Company attracts, retains and motivates competent individuals by adopting a fair, tranpparent and performance-oriected approach towards governance, nomination and remuneration practiceRs s.
Pursuant to the provisions of Section 134(3)(e) of the Act, the Companys Policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Secoion 1785(35) of the Act is uploaded on the Companys website and can be accessed at Nomination_%20Remuneration%20_%20Compensation%20%20ool i cy.pdf
Further, the Company has also adopted a Fit and Proper Criteria Policy for ascertaining the Fit and Proper criteria of
Directors at the time of appointment and on a continning basis, punsuant to the RBI Governance Directions. The Company has also formulated a poky on Succession Planning for DYectors and KMPs to ensure continuity and smooth functioning of the Company, details of which are provided in the Report on Corporate Governance annexed to the Boards Report as Annexere-II.
Further during the Financial Year 2(212-2-2!6, the NRC Policy was revieed to align it with the provisions of the SEBI Listing Regulations, pussuant to the listing of the Companys Equity Shares on BSE and NSE. The NRC Policy was also updated to align with the RBI Governance DYections dated Novmmber 285, 2(225, as amnnded from time to time.
19. AINNUAL PERFORMANCE EVALUATION
Pussuant to the provisions of Section 178 of the Act, SEBI Listing Regulations, Guidance Note on Boatd Evaluation issued by SEBI and Guidance Note on Boatd EvaMation issued by The Institute of Company Se^creRsteries of India (ICSI), the Board of DYectors has carried out an annual performanee evaluation of its own performanee, its Committees and the DYectors individually including Independent DYectors based on the criteria and framework adopted by the Nomination and Remuneration Committee (NRC). A structured questionneire covering various aspects of evaluration of performanee of the Board, its Committees and indrndual DYectors (including Independent Directors) is putt forth for completion of the evaluation process. The NRC has carried out the evaluation of the performanee of each Director, Key Managerial Personnel, and Senior Management Personal el prior to their re-appointme nt, and has also conducted their annual performanee evaluation as per NRC Policy of the Company.
The performanee evaluation of Independent Directors was done by the entire Board and was in complianee of the
requirement mentioned in Regulation 17(10) of the SEBI Listing Regulations.
During the Finandal Year 2052-2-2!6, a separate meeting of Independent DYectors was held on Tuesday, Juiy 22, 2025, in complianee of Regulation 25(35) of the SEBI Listing Regulations and Section 149(88) read with Schedule IV of the Act, without the ateendance of Ntn-Indepetdent Direectors and memloers of the Management. At this meeting, the Independent
DYectorsinter alaa evalueted the performanee ofNtn-Indepenaent DYectors and the Boarcl as a whole, and the performance of Chairperson (i.e. Managing DYector who is the gcncrally aiected Chairperson of the Board Meeting) taking into account the views of Executive DYectors and Non-Executive Directors and annenred the quality/, quantity and timeliness of the flow of information between the Management and the Board which is necessary for the Boarcl to effectively and reasonably perform its duties in compliance with Regulation 25(4)ofthe SEBI Listing Regulations.
The criteria for performance evaluation of Committees, Board as a whole, Chairperson, Independent Dreeactors and other Directors provide certain parameters like:
> Participatinn at trine Boarcl / Committee meetiggs;
> Commitm ent (including guidance provided to senror manggement outsede of Boarcl/ Committee meetings);
> Effective deployment of knowledgee and expertise;
> Updated knowledge/ information pertaining to business of the company;
> Effective manggement of relationship with stakeholders;
> Integrity and maintaining of confidentiality;
> Independence of behavior and judgment;
> Impact and influence;
> Ability to contribute to and monitor corporate governance practice; and
> Adherence to the code of conduct for independent dYectors
The Direotors expressed their satisfaction on the patamaters of evduation, the implementation of the evaluation exercise and the outcome of the evaluation process.
20. STANUTORY AUDITORS AND THEIR REPRRT
Pussuant to the provisions of Section 139 and 141 of trine Act, read with rules made thereunder and based on the
recommendation of Audit Committee and Board of Directors, M/s. S.C. Bapna and Associates, Chartered Accountants,
(Firms Registration Numbr er : 115649W) we re appointed as Statutory Auditors of the Company, vide Ordinary Resolution passed in the 27th Annual General Meeting held on 29hh June, 2024 for a consecutive period of 3 (Three) years till the conclusion of 3(thh Annu al Gener al Meeting to be held in the calend ar yea r 2(22 7 at a remuneration a s may be mutually agreed by the Board of DYectors and Statutory Auditors from time to time.
Mbs S.C. Bapnaand Associatea (Firms Registration Numbrer: 115649W), Chartered Accountan ts, have given their confirmation to the effect that they are eligible to act ass a Statutory Auditors and that they have not been dinqsalified in any manner from continning ass Statutory Auditors of the Compayy, in terms of Section 139 and 141 of the Act read with the Companies (Audit and Auditors) Ruleas 2014 and applicable RBI Guidekes. Further, ass required under the re!evant provisions of SEBI Listing Regulations, the Statutory Auditors have also confirmed that they have subjected themselves to the peer review process of the Institute of Chartered Accountants of India (ICAI) and they hold a valid certificate issued by the Peer Review Board of ICAI.
There are no qualifications, reservation, adverse remarks o r disclaimer in the Auditors Report on the Financial Statements for the Financial Year 2202552-26 which require any clarification/expianation as reqsired under Section 134(3)(f) of the Act.The Notes on financial statem ents are self-explanatory and need no further explanation. Further, the Auditors Reportwith an unmodified opinion, given by the Statutory Auditors on the Finan cial Stateme nts of the Company for Finandal Year 202526/, is disclosed in the Financial Stateme nts forming part of the Annual Report.
211. SECRETARIAL AUDITO RS & THE! R REPORT
In complianee with the provisions of Section 204(1) of the Act read with Ruee 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of DYectors on the recommendation of Aud it Committee had re-appointed M/s V.M. & Associates, Practicing Compayy S^creteries (FRN: P1984RJ039200) to undertake the Secretarial Aud it of the Company for the Finandal Year 20025-26 in their Board meeting held on May 19, 2025.
Pusuuant to the listing of Companys Equity Shares on BSE and NSE with effect from August 5, 2(2255, the provisions of Regulation 24A of the SEBI Listing Regulations beame appkable to the Compayy.
Accordingly, punstant to Regulation 24A(1) of the SEBI Listing Regulations, M!s. V.M. & Associates, Practicing Company Secretaries, has issued Secretarial Aud it Report in Fornm MR-3 and the same forms part of BoarcTs Report as Annexure-III. Pusuuant to Regulation 24A(2) of the SEBI Listing Regulations, M!s. V.M. & Associates, Practicing Company Secretaries, has issued the Annu al Secretarial Compliance Report, conforming compliance by the Company of the appkable SEBI Listing Regulations and circulars/guidelines issued thereunder. Both the reposts do not contain any qualification, reservation,
advene remark o r disclaim er.
In compliance with Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act and based on the recommendation of Audit Committee, the Board of the Company at its meeting held on May 13, 20126, has approved the appointment of Ml/s. V.M. & Associates, Practicing Company Secreteries (FRN: P1984RJ039200) and Peer Review Certificate No. 5447/2024) as the Secretarial Auditors of the Company for a first term of 5 (Five) consecutive Finanaial Years commencing from Financial Year 2026-27 subjeet to the approval ooshareholders ait: the enuuing Annual General Meeting ofthe Company.
22. REPORTING OF FRAUDS BY AUDITORS
During the Finanaial Year 2025-26, the Statutory Auditors, Intern al Auditors and the Secretarial Auditors have no t reported, any instances of fraud committed agaMst the Company by its officers or employees, under Section 143(12) of the Act.
23. INTRRNAL AUDITOR &ITS REPORT
As a patt of its efforts to evaluete the effectiveness of the intern al contr ol systems, pursaant to the provisions of Section (38 of the Act, reaid with the Companies (Accounts) Rules, 2014, Mrs. Priya Kadyan, Chartered Accountant, was appointed a s an Intern al Auditor of the Company by the Board of Directors at its meetig g held on Decemb er 15, 2024 on such
remuneration and by such scope, functioning, periodicity and methodolggy for conducting the intern al audit as may be decided by the Managing Director in consu ltation with the Intern al Auditor. There were no qualification, reservation, adverse remark o r disclaim er in the Intern al Audito rs Report which require any clarification/explanation as required under Section 134(3)(f) of the Act.
24. COTT RECORD S AND COTT AUD IT
Maintenance of cost records and requirement of cost audit as prescribed under tire provisions of Section (48 of the Act, are not appficable in respect of the business activjties carried out by the Company and hence the Company was not required to matntain cost records.
25. LAXMI INDIA FINANCE LIMITED EMPLOY EE STOC K OPTIO N SCHMME-2023
The Company has initially adopted the Employee Stock Option Scheme-2023which was duly approved by the members at the Annu al General Meeting held on September 19, 2023, under the nmme Laxmi India Finan ce Private Limited Em p !oyee Stock O p tion Schmme - 2(223 (Scheme ). Subsequently, based on the recommendation of the NRC and the Board, the Scheme was revised and approved by the members at the Extra-Ordinary General Meeting held on Novmmber 29, 2024, to align it with the requirements of the Securisies and Exchange Board of India (Share Based Employee Benefits and Sweat Equity/) Regulations, 2021 (SEBI (SBEB & SE) Regulations ) in view of the proposed Injtial Public Offer of the
Companys Equity Shares.
Consequent upon the conversion of the Compayy into a public limited company, the Scheme was renamed from Laxmi India Fnnan ce Private Limited Empdoy^iee Stock O p tio n Schmm e - 2(223 to Laxmi In d ia Finan ce Limided Empdoy^iee Stock O p tion Schmm e - 2023 (Scheme ).
Following the listing of the Companys Equity Shares on BSE and NSE on August E5, 2025, the Scheme was ratified by
the sharhholders through Posaal BaHot on Decmmber 18, 20255, in accordance with the provisinns of the SEBI (SBEB & SE) Regulations. The Scheme provides for the grant of up to 20,9E,E00 (Twenty Lakh Ninety Thousand) stock options to eligible employees of the Company.The Company has also obtained in-principle approval from BSE and NSE on February 3 r 202,6, for the listing of the equity shares to be issued upon exercise of the vested stock options under the Scheme.
The objective of the Scheme is to reward eligible emp!oyees for their continued assodation with the Compayy and to recognise their contribution and performanee. The Scheme is designed to motivate employees to contribute towards the sustained growth and profitabiHty of the Company by providing performanee-based incentives and long-term wealth creation opportunities. It also aim s to attract, motiv ate and retain talended emp!oyees, foster a greater sen se of twnership
and alignment with the Companys long-term objectives, and recognise the commitment, dedication and loyalty of employees towarcls the continued succ ess and grewthh of the Comipamy.
The NRC of the Board, which also functions as the Compensation Committee under the Scheme, is responsible for the administration and implementation of the Scheme. The NRC administers and monitors the Scheme in accordance with the provisions of the Act, the rules made thereunder and the SEBI (SBEB & SE) Regulations.
A sta mem ent containing relevant dssclos ures in respect of Laxmi India Fnnance Limited Employee Stock Option Schmme
- 2023 as required under Ru!e 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 for the Financial Year 2025-5-25 6, is provided below:
| Options Granted | NIL |
| Options Vested | 1,44,742 |
| Options Exercised | 1L |
| The total numb er of share s arisnng ass a resu lt olrexercise of optinn | N!L |
| Options Lapsed | 50,4-(38 |
| Exercise Puce | 46 |
| Variations of Temn s of Options | NA |
| Money realized by exercise of optinns | N!L |
| Toaa l numb er of options in force ass on March 31,2026 | 7,3(5,158 |
a/ Key Managerial Personnel:
| Sr. No. | Nam e of Key Managerial Pessonnel as at March 31,2026 | No. of Options Gaanted |
| 1 | Mir. Sourabh Mishra - Company Secretary and Chief Compliance Officer | Nil |
| 2 | Mr Gopal Crishnn Sad - Chnef Financial Officer | Nil |
b/ any other emp!oyee who receives a gran t of options in any on e yea r of option amounting to five percent o r mo re of options granted during tha t year:
| Sr-. No. | Nam e of E[eployee | Total Numb er of Options Granted | Date of Grant | % on Total no. of Options Granted |
| 1 | Culdeep Singh Sikarwar | 50,7214 | Octob er E1,2024 | 6.-45% |
| 2 | Piyush Soma ni | 39,604 | Octob er E1,2024 | 5.05% |
c) Idnntidied employees who were granted Options, during any one year, equal to or exceeding one percent oft the
issued capbal (excluding outstanding warrants and conversions)ofthe Company at he time of grant: Nil
Further the details as required to be disclosed as per Regulation 14 ofthe SEBI (SBEB & SE) Regulations is uploaded on the Companys website and ca n be accessed at
The Compaarny has also olbtained a certificate from Ml/s. V.M. & Asrociates,Stcretarial Auditors of the Company under
Regulation 13 of SEBI (SBEB & SE) Regulations stating that the Scheme has been implemented in accordance with the SEBI (SBEB & SE) Regulations. The said certificate is uploaded on the Companys website and can be accessed at .
co.m/esop
26. ANNUAL RETURN
As per the requirement of Section 92(3) read with Section 134(3)(a) of the Actand Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the annual return of the Company for the Financial Year erded March 31,220266 is uploaded on the Companys website and can be accessed at Cttps://lifcco.in/annual-returns
27. CONSEAVARION OF ERERGY, TECRNOLOGY ABSORPRION & FOEEIGN EXCAAEGE EARNINGS AND OUTGO
Your Company continuossly strives to conserve energy, adopt environment friendly practiees and employ tecCnoloyy for mo re efficient operation s. The particulars relating to the energy conservation and technology absorption, as required under Section 134 (3)(m) of the Act, read with the Companies (Accounts) Rules, 21014 are given in the Annexure-IV annexed to the Boards Report.
28. DISCLOUURE NNDER SEXUAL HAAASEMENT OF WOMEN AT WORKALACE (PUEVETAION, PROHIBIRION AND UEDRESSAL) ACT, 203 3 (POHH ACT)
The Company adopts a zero-tolerance approach towarcls sexual harassment of women at workplace. A detailed Policy on Prevention of Sexual Harassment at Workplace (POSH Policy) is in place ass per the requirements ofThe Sexual Harassment of Women at Workplace (Preventio n, Prohibition and Redressal) Act, 20( 3 (POSH Act).
The Company has aways be!eved in providing a safe and harassme nt free workplace for every individual through vauious initiatives and practices. The Company always endeavours to ceeate and provide an environment that is free from discrimination and harassme nt including sexual harassme nt. The POSH Policy provides comprehensive proeection to all employees covered under the Policy, including pemnanent, contractual, temporary and trainee personnel. The main objective of the PASH Policy is to enable all those working with the Company to raiee their concerns and maee complaints without any fear and be heard in a fair and unbiased manner.
Following is the summary of sexual harassment complaints received and disposed off by the Company during the Financial Yea r 2(025-26:
| Ro. of complaints at the beginning of the year | MM |
| Ro. of complaints received during the year | Mil |
| Ro. of complaints risnosed-oaduriif the year | Rl |
| Ro. of complaints at the end of the yea r | Rl |
| Ro. of complaints p ending for mo re than nine ty da>/a | R il |
Further, the Company has complied with provisions relating to the constitution of the Ineemal Complaints Committee under PASH Act, amended a s on date. The Intern al Comp^ints Committee met 1 (Gne) tim e during the Finandal Year 2025-26 on Saturday, March 07,20126. The composition and nteendance details of the Intern al Complaints Committee have been disclosed in the Report on Corporate Governance annexed to the Boarcls Report as Annexure-II.
29. RS5K MANAMEMENT
Risks are events situation or circumstances, which may lead to negative consequences on the Companys business. Risk Management is a structured approach to manage uncertainty. A formal approach to risk manggement is being adopted by the company and key risks will now be mningad within a unitary framework.
Period ic assemsm ent to indemnify the risks are as are carried ou t and manggement is briefed on the risks in advance to
enable the Company to contiol risk through a properly defined plan. The risks are taken into account while preparing the annual business plan for the year. The Boarcl is also periodically informed of the business risks and the actio ns take n to manage them. The Company has formulated a policy for Risk Management with the following objects:
- Provide an overview of the principles of risk manggement.
- Explain approach adopted by the Company for risk manggement.
- Define the orgnnisntional structure for effective risk management.
- Develop a risk culture that encourages all employees to ideM^y risks and to respond to them with effective actions.
- Identify, assess and manage exiisting and ne w risks in a planned and coordinated man ner with minum um disruption and cost, to protect and preserve Companys human, pCnricnl and finnncial assets.
The details of the Risk Management Framework, issues rented thereto, Risk Management Policy adopted by the Company including identfication there in of e!ements of risk if any, which in the opinion of the Boarcl of the Company may threaten the existence of the Company have been explained in detail in the Management Dsscussion and Sinlnrir Report forming part of the Boards Report ass Annexure-VI .
You r Company has constituted a Risk Management Committee of the Board which is nuthoNzed to monitor and review risk management plan. Details of the Risk Management Committee are provided in the Report on Corporate Toveman ce annexed to the BoarcTs Report ass Annexure-II .
Further, the Risk Management Policy adopted by the Company has been uploaded on the Companys website and can be accessed a t C ttps:// l ifc.co.in/uploads/Risk%20l a an n gement%20Policy.pdf
30. DETAHS OF ENTABUSHMENT OF VIGIL MEHHAMISM
Punuant to the provisions tfSectiot 177(9)) of the Act read with Ru!e 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI Listing Regulations, the Compayy has established a Vigil Mednanism through its Whistle Blower Policy to provide a framework for directors and employees to report genuine concerns and to encourage employees to report suspected legal violations, fraudulent or irregu!ar conduct of an empfoyee or business associate of the Company. Such incidents, if no t reported would breach tru st and endanger the Companys reputatfo n. Through this mechanism, the Company provides a chainel to the employees and Directors to report to the manggement about unethical behaviou r, ncrral o r suspected fraud o r vfolation of the Codes of Condu ct o r legal o r regulntoiy requiremen ts, incorrect o r misrepresentttion of any fnnncial statem ents and reports, ecc.
The Company has a Whistle Blower Policy & Vigil Mechanism (Policy) to dea l with instances of fraud and mismanagement, if any. This Policy ensures tha t strict confidentiality is maintained whitst dealing with conc erns and tha t no discriminntion wtill be meted out to any person for a genuinely rased concern. The Policy ass approved by Boarcl is uploaded on the
Companys website and can be accessed at C ttps://lifcco.in/upload r /Whistle% a 0Blower%20Policy%20_%20 Vi gil%20Mechanism ( 1).pdf
During the Financial Year r 2025-26, no whistle bfower eve nt was reported and mechanism is functioning well and no
personne l has been denied access to the Chairman of Audit Committee.
The effectiveness of the Vigil Mednanism is ^^3!^ reviewed by the Aud it Committee, which ensures that all the grievances are handled properly.
31. DEAOS!TS FROM PUBLIC
Being a non-deposit taking MBFC, your Company has not accepted any dep>osit from public during the Financial Year 12025)- 26 within the meaning of the provisions of the Reserve Bank of India (Noi-Bniking Finandal Companies- Acceptance of Public Deposits) Directions, 20255, dated Novumber 295, 2025 and the applicable provisions of Chapter V of the Act and shall not accept any deposT from the pubHc witho ut obtaining prfor approval of the RBI. Therefore, the requireme nt for fumsslning the details relating to deposes covered under Chapter V of the Act or the details of deposes that are not in
compliance with Chapter V of the Act is not appHcable. Further, the Board of Directors, by way of a drcdar resolution
passed on April 18, 20216, approved the non-acceptance of pubHc deposits during the Finandal Year 2025-26.
32. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY
Pursuant to Section 186(11)(a) of the Act, read with Rule 11(2!) of the Companies (Meetings of Board and its Powers) Rules, 2014, loans made, guarantees given orr securities provided o r acquisition of securities by an NBFC in the ordinary course of its business are exempted from disclosure in the Annual Report. Further the details regarding loans and guarantees given o r investm ents mad e by the Company during the Financial Yea r 2025-26, are mo re particularly described in Note No. 5 & 6 to the Audited Finandal Statements of the Company.
33. PARTICULARS OF COTTCACTS OR ARAANMEMENTS WITH RELATED PARTIES
During the Finandal Year 2025-2 6, the Company has entered into vaoio us related party transactions which we re in the ordinary cou rse of business and on arms length basis. Further, all such trnnsactions we re within the limits as approved by Board / Aud it Committee a s applicable.
There were no contracts or arrangements entered into with rented parities referred to in Section 18811) of the Act during Financial Year 2025-26 and hence Form AOC-2 is not required to be enclosed with Boards Report in accordcnce with Section 134(3)(h) read with the Ru!e 8(21) of the Companies (Accounts) Ruler;, 20014.
All rented party transactions entered into during the Financial Year 2025-26 were in complianee with the appiicalble
provisions of the Act and Regulation 233 of the SEBI Listing Regulations as amended. Further, the Company did no t engage in any material significant transactions with rented parties that could potentially create conCicts of interest between
Company and these parties during the Financial Year 2025-26.
The Policy on RCared PartyTransactions is ugloaded on the Companys website and can be accessed at uploads/Related%20Party%20Transaction%20Policy.pdf
The disclosures relating to rented patty transactions as required under Indian Accounning Standard (Ind AS) 24 -Related Party Disclosures are provided in Note No. 48 to the Audited Finandal Stateme nts of the Company.
34. COROOTATE SOCIAL RESOONSITILITY INmATIVES
Your Company recognizes Corporate Social ResponsibMity (C5R) as a grrategic approach to create shared value and contiibuning to sodal and envlronmental well-being through impactful initiatives. Ourr endeavour is to focus on reacting diverse segments of the io^ietty, with socially re!evant projects, that benefit these communities and in imall ways enhance the quality of their lives.
As per the provisions of Secdon 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 (CSR Rules), the CSR obiigation of the Compayy for Finandal Year 202-5-26 was Rs. 63.68 Lakhs against which your Company has spen t Rs. 66.57 Lakhs.
The details of Corporate Sodal Responsibly Committee is provided in the Report on Corporate Governance annexed to the Boats Report as Annexure-II.
Corporate Social ResponsibiMty Policy
The Compayy is having Corporate Social Responsibility Policy (CSR Policy) which sets out the objective, areas, activities and the manner in witch the expenditure on CSR obiigation would be carried out by the company and the same is uploaded on the Companys website and ca n be accessed at Responribi i ity%20Policy.pdf
Pureuant to Ru!e 8(1) of the CSR Rules, the brief outfine of the CSR Policy, including overview of the programs undertaken by the Company, the composition of the CSR Committee, average net profits of the Compayy for the past three financial years, prescribed CSR expenditure and details of the amount spent by the Company on CSR activities during the Finandal Yea r 2025-26, have been included in Annu al Report on CSR Activities adtcched as Annexu re-I to the Boards Report:.
During the Financial Year 2025-26, CSR Policy was aligned with Reserve Bank of India (Non-Banking Finandal Companies- Registration, Exemptions & Framework for Scale Based Regulations) Directions, 2025.
Further, in accordance with the Ru!e 4 of the CSR Rules, the Chiief Finandal Officer has certified that the funds disbursed have been utiiised for the purpo se and in the man ner approved by the Boate for Financial Yea r 2(025-26.
35. RBI GUIELEUNES
The Reserve Bank of India on November 28!, 20(225 issued Reserve Bank of India (Non-Banking Finandal Companies -
Registration, Exemptions and Framework for Scale Based Regulation) Ihecdons, 20025 comprisgng 206 comprehessive
Directions in nlrct of Master Direction-Reserve Bank of India (Non-Banking Finandal Company-Scale Based Regulation) Ihecdon s, 20303.
Your Companyhas generallycomplied with the requirements prescribed under ehesi rirections and has proactively aligned with the new framework, tngurigg timely adoption of the maddated poUcies and processes, reflecting its commitment to governence, prudent risk management and susaainable growth.
The Company continues to comply with all peccable RBI Direcoions, laws, regulations, guidelines, etc. as prescribed by RBI from tim e to tim e.
As a prudent practice, your Compayy makes accelerated provisioning than that requrred by RBI for NBFCs in fonm of
Impairment Loss Allowances under ECL Framework.
36. DETAHS OF SIGNICICANT AND MAEERIAL OREERS PASEDD BY THE REGULORORS OR CORRTS OR TRIBUNALS, IMPACTING THE GOIGG CONCERN STATUS OF THE COMPANY AND ITS FUTURE OPRAATIONS
During the Finandal Year 202252-22 6, there eve re no significant and material orders nrsstd by the Regulators/ Coorts/Tribunals witch would impact the going concern status of the Compayy and its future operations.
37. INTRRNAL FINANCIAL COTTROL SYSEEMS AND THEIR NDEQNACY
Intern al Financial Conorols laid dow n by the Company are a systematic se t of conorols and nrc>ckdujes to ensure the orcikrly and effiGent conduct of its business including rdherence to the Companys poUcies, safeguarding of its assets, prevention and detection of frauds and erro rs, accura cy and completeness of the accounting records and timely preparation of reiiab le financial information. Intern al financial conorols not only require the system to be designed effectively but also to be tested for operating tftectivtness periodically. The Board is of the opinion that intern al financial controls with rekerence to the Financial Stateme nts are adequate and operating effectively. The intern al financial controls are commen surate with the size, scale, and complexity of operations.
The Aud it Committee annuaLy reviews the adequacy and effectiveness of the intern al control system s and provides recommenda tions for their continuous improvement. During the Finnncia! Year 2020-2-2! 6, neither the Intern al Auditor no r the Statutory Auditors has given modified opinion on the efficiency o r effectiveness of intern al finnncial conorols of the Coopany.
318. TRANERER OF TNCLAIMED DIVIDDND AND EQUTTY SHARES TO INVSSTOR EDCCATION AND PROTECTON FUND
Ruruuant to the provisions of Section 124 and 125 of the Act, read with the Investor Education and Protection Fund Authority (Accounting, Audf, Transfer and Refund) Rules, 2016 (IEPF Rules ), dividend, if not claimed o r paid for a period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, shall be transferred to the Inveotor
Education and Protection Fund (IEPF ). Further all the shares in respect of which dividend has not been paid o r daimed for seven consecutive years o r mo re shall be transferred by the Company in the nmme of IEPF.
The provision of Section 1 22051) and (6) of the Act, do not rnnly as there was no dividend declared and paid in the previous years.
39. STATEMENT ON COMPLIANCE WITH SECRETARIAL STANDARDS
Your Directors state that they have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standdrds issued by the ICSI and that such systems are adequate and operating effectively and the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meeting s cf the Board cf Directors andGeneral Meetings, respectively, have been duly complied with by your Company.
40. DETAILS OF APPCITOTION MADE OR ANY PROREEDING PENDING UNDER THE INOOLVCNCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) NURING THE YEAR ALONG WITH THEIR STAUUS AS TT THE END OF THE FINTNCIAL YEAR
During the Financial Yea r 202552-126, the Company has neither mad e any applications, no r any proceedings we re pending under the Insolvency and Bankruptcy Code, 2016 (31 of 20162) therefore, it is not appHcable on the company.
411. EIANAEEMENT D^UUSSION AND ANALYSIS REPORT
T detailed analysis of the Companys performanee is provided in the Management Discussion and Analysis Report, prepared in accordcnce with the appHcable provisions of RBI Governance Nirecrions, Reserve Bank of India (Ton-Banking Financial Companies - Financial Statements: Presentation and Disclosures) Nirecrions, 2(225 and Para B of Schedule Vofthe SEBI Listing Regulations. The said report form s an integral part of the Boards Report ass Annexure-VI and, inter clic, cov ers the overa ll industry scenario, economic developments, sector-wise performanee, outlook, risks and conce rns, material developmints, and the state of afrairs of the Company.
42. DIRECTORS RESPONSIBILITY STATEMENT
Your Dreeotors would like to inform that the audited financial statements of the Company for the Financial Year ended March 31,20)216, are in conformity with the requirements of Sectfon 134(3)(c) of the Ac t and hereby confirm that: c) in the preparation of the annual rccoun ts, the appHcable accounting standards had been followed along with prop er
explanation relating to material departures;
b) the Directors had selected such accounting poHcies and appiied them consistently and mad e jubignctnts and estima tes tha t are reasonable and prudent, so ass to give a tru e 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;
c) the Dre^ctors had taken prop er and suffice nt care for the maintenance of adequate accounting records in accordance with the provisions of this Ac t for safeguarding the asse ts of the Company rnd for preventing and detecting fraud and other irregularities;
d) the ? Hectors had prepared the annual accounts on a going concern bcsss;
e) the ? Hectors had laid down ineernal financial conorols to be followed by the Company and that such internal financial conorols are adequate and were operating effectively; and
f) the dHectors had devised proper systems to ensure complianee with the provisions of all appHcable laws and that such system s we re adequate and operating effectively.
43. C^IP^^I^^SNTS RECEIVED FROM CUTOOMERS
You r Company has escablieh ed a Custom er Grievance Redressal Mechanism in accordance with the Reserve Bank of India (Ton-Bankfog Financial Company - Responsible Business Conduct) Nkectfons, 2025.The mehhanism is designed to ensure promp t, fair and transpane nt resolution of custom er complaints through a structured three-level ineern al escalation proce ss aomprising the Branch Manager, the Grievance Redressal Officer and the Company Secretary & Chief Compliance Officer. Where a complain t remains unresolved within the prescribed timeline, custom ers may approach the Reserve Bank of India under the Reserve Bank-Integrated Ombudsman Scheme, 2026.
The Company also maintains a dedicated grievance redressal framework for complaints relating to credit information reporting and recovery activities, in complianee with the appHcable RBI Dkections. The details of the grievance redress;al
mechtnism, including contact particulars of the Grievance Redressal Officer and escalation channels, are displayed at a brandies and are available on the Companys website.
The details of complaints during the Financial Year 21025-26 are provided below:
| Sr. NToo1. Groun ds of complaint s, (i.e. complaints relating to) | Tumb er of complaints pendmg atthe begi nning of the yea r | Tuummbebr er off complaints receded during the yea r | Tuummbebr er off complaints resolved during the yea r | Tuummbebr er off complaints pencimg at the end of the year |
| 1. Ground - 1 Credit Information Companies repents related | 13 | 280 | 293 | 0 |
| 2. Ground - 2 Staff behaviour | 0 | 3 | 3 | 0 |
| (. Ground - 3 Loan Documents/NOC Required | 0 | 10 | 10 | 0 |
| 4. Grouud -d | 0 | 0 | 0 | 0 |
| 5. Ground - 5 | 0 | 0 | 0 | 0 |
| 6. Others | 1 | 122 | 121 | 2 |
| Total | 14 | 415 | 427 | 2 |
44. CORPORATE GOVERNANCE
Your Company beeeves that a good aorporate governance system is necessary to ensure its long-term success. Your Company ensures good governence through the imp>l^me;ntation defective poHcies and procedures, which are maddated and periodically reviowed by the Board o r the Committees of the Board of DHectors of the Company. The Companys Boadd approved Poiicies has been uploaded on the Companys website and can be accessed at Cttps://liic.co.in/policies
The RBI has issued RBI Governance Directions, which are appHcable to every TBFC-ICC registered with the RBI rnd, inter
clic, require such comrades in terms of Chapter IV to fram e intern al guidelines on co^orere governance. You r Company is classified ass a Middle Payer TBFC (TBFC-ML) and accordingly the aforesaid RBI Governance DHections are appHcable to the Company. Further, ass a listed entity, the Company is also required to comply with the appHcable provisions of the SEBI Listing Regulations including Regulations 17 to 27, which lay down corporate governance requirements relating to the composition and functioning of the Boadd and its committees, discfosure obi igatios s and adoption of governance-related policies.
In compliance with the aforesdid RBI Governance DHections and the appHcable provisions of the SEBI Listing Regulations and pureuant to the approval of the Board, the Company has adopted Corporate Governance Policy (CG Policy) to ensure the implementation of sound governance practices, transparency, aaaountabiHty and effective oversight. The CG Policy is uploaded on the Companys website and can be accessed at Cttps://lifc.co.in/uploads/Corporate%20 Govemance%20Policy.pdf
Ru1uuant to the provisions of the SEBI Pining Regulations, ass amended from time to time, and the regulator guidelines
issued by the RBI governing TBFCs, a detailed report on complianee titled as Report on Corporate Governance with the corporate governance requirements prescribed under Regulation 34 read with Schedule V of the SEBI Pining Regulations and Chapter lII of the Reserve Bank of India (Ton-Banking Financial Companies - Financial Statements: Presentation and Disclosures) Directions, 2025 dated Tovmmber 258, 2025 forms an integral pah of the Boards Report and is annexed ass
Annexure-II.
The following certificates form part of the Report on Corporate Governance in compliance with the applicable provisions of the SEBI Listing Regulations:
1. A Certificate received from M/s. V.M. & Associates, Practicing Company Secretaries, confirming that none of the
dieectors on the Board of the Company have been debarred o r disqualified from being appointed or continning as dicectors of Company by the Board/Ministry of Corporate Affairs or any such statutory authority for Financial Year 2025-26 in compliance of Regulation 34(3) read with Para C of Schedule V of the SEBI Listing Regulations.
2. ACompliacce Certificate received from M/s. V.M. & Associates, Practicing Compayy Secretarses, regarding compliance with conditions of corporate governance as required in complianee of Regulation 34(3!) read with Para E of Schedule V of the SEBI Listing Regulations.
3. A Compliance Certificate issued by Managing Director and Chief Finanaial Officer of the Company in complianee of Regulation 17(8) read with Part B of Schedule Il of the SEBI Listing Regulations.
The Quarterly Report on Corporate Governance has been submitted by the Compayy to BSE and NSE, in terms of Regulation 27(2!) of the SEBI Listing Regulations. The eaid reports have been uploaded on the Companys website and can be accessed a t sdosures-under-reg-46-of-sebi-lodr
45. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The ds^clo^ures pertaining to remuneration and other details ass required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of the Boards Report ass Annexure-V.
Punuant to the provisions of Section 197(12) of the Act read with Ruies 5(2!) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement containing the names and other particulars of the top te n employees in terms of remuneration draw n and employees drawing remuneration in excess of the limits prescribed under the said Ruless form s part of the Boards Report ass Annexure.
However, in terms of the first proviso to Section 1360) of the Act read with the provioos to Ru!e 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Annu al Report is being sen t to the members excluding the aforesaid Annexure. The said statem ent is available for inspection by the members at the Registered Office of the Company during business hours up to the date of the enuuing Annual General Meeting. Any member interested in obtaining a copy of the said statement may write to the Company Secretary and Chief Compliance Officer at investors@ lifc.in and the same shall be funnished on request in accordance with the provisions of the Act and the Ruless made thereund er.
Further, the Company did not have any employee posted and working in a country outsede India during the Finanaial Year 2025-26. Accordingly, the dsscalosiure requirements relating to such employees under Ru!e 5(3) are not appHcable.
46. COMPAIANCE WITH THE MAEERNITY BENETIT ACT, 1961
The Company affirms that it is in compliance with all the appHcable provisions of the Maternity Benefit Act, 1961 read with the rules maide thereunder and has impleem^nted all appHcable requirements relating to maternity benefits for eligible
emp!oyees in accordance with the appHcable laws.
47. BUSINESS RESPONSITIUTY AND SUTAAIBABILITY REPORT
Pureua nt to the SEBI Listing Regulations, the Busine ss Responsibility and Sustainabiiity Report for the Finanaial Yea r 2025261 is not appHcable to the Company.
48. PROH^rOION OF INSIDER TRAAING
Pureuant to the provisions of the Securisies and Exchange Boarcl of India (Prohibition of Insider Trading) Regulations, 2015 (SEBI PIT ) and ameendments thereto, your Company has adopted the Code of Conduct for regulating, monororng and reporting of trading by its designated persons and imneediate redfe/es of designated persons (Code ) for prohibition of nsider trading in the securities of the Company. The Code inter alaa prohibits trading of shares of the Company by its Designated Persons and other connected persons while in possession of Unpublished Price Sensitive Information (UPSI ) in re!ation to the Company during the period when the trading window is doeed.
The Company has also formlueaited a Cod e of practices and procedures for fair dsst^lo^ure of UP S I and the said Cod e is
uploaded on the Companys website and can be accessed at httpsl//lifc.co.in/uploads/Code%20oa%20Practices%20 and%20Procedures%20for%20Fair%20Disclosure%20of%20UPSI.pdf
49. UTnUZOOION OF PROCEEDS OF IPO
Pureua nt to Regulation 32 of the SEBI Liding Regulations, the Company confirms tha t there was no deviation o r variation in the utiHsation of the proceeds rassead through the Initial Public Offer (IPO) from the objecte stated in the Profpecturs dated July 31,2025, during the Finanaial Yea r 2(025-26.
In aacordance with the appHcable SEBI Listing Regulations, the Mtnitoring Agency has submitted its quarterly reports confirming that there was no deviation or variaiion in the utilisation of the IPO proceeds from the objecte stated in the Profpecruf. The eaid reposts have been placed before the Audit Committee and the Board and have been submitted to the BSE and NSE with in the prescribed timelines.
510. OTEER DISCLOSURES
Other dssi^lo^ures with respect to the BoarcTs Report as required under the Act, the Ruless notified therennder, appHcable RBI Dfiections and the SEBI Listing Regulations are either N!L or
511. ACONOWLEDOEMENT
Your DHeotors express their sincere gratitude to the Companys shareholders, customers, lenders, banks, finnncial ns, business aefociaties, vendors and all other stakehold ers for the tuu st and confidence reposed in the Company. You r Dreectors place on record their deep appreciation for the commitm ent, dedfoaiion and invaluable contribution of the empfoyees at all leve!s, whose efforts have been instrunnental in the Companys performance and growTh during the year. The Boarcl also acknowledges the valuable guidance of its members and the contributions of the Statutory Auditors, Secretarial Auditors, Intern al Auditors and other profeeeional advisors in strengthening the Companys governance and operations. Thh Board look forward to the continued confidence of all rtakeholders ass the Company remains committed to creating sustainable value through reeptneible growTh and sound governance.
| Date: August 12, 20)2 6 |
| Place: Jaipur |
| Reg. Office: 2, DLL, Lopinath Marg |
| MI I Road, Jaipur- 302001, Rijasthan |
| CIN: L65929RJ1996PLC073074 |
| Email: inft^lifn.in |
| Website: www.lifc.co.in |
| For and on beha lf of the Board of Dieectors | |
| For Lamm i India Finan ce Umiaed | |
| (Formerly Known as Laxmi India Finance Private Limited) | |
| Sd/- | Sd/- |
| Deepak Baid | Aneesha Baid |
| Mfnaging Director | Whole-mime Dleector |
| (DIN: 033722(54) | (DIN: 07117678) |
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IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132 (Member ID - NSE: 10975 BSE: 179 MCX: 55995 NCDEX: 01249), DP SEBI Reg. No. IN-DP-185-2016, IA SEBI Regn. No: INA000000623, Merchant Banker SEBI Regn. No. INM000010940, RA SEBI Regn. No: INH000000248, BSE Enlistment Number (RA): 5016, AMFI-Registered Mutual Fund Distributor & SIF Distributor
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