Nisus Finance Services Co Ltd Management Discussions

Nisus Finance Services Co Limited

A Global Capital Landscape in Transformation

Global economy navigated a complex environment of geopolitical shifts and monetary policy recalibration. While developed economies grappled with inflationary pressures, India remained a standout performer, cementing its position as the fastest-growing major economy. GDP is projected to grow at 3.0% in 2025, with emerging markets to deliver a stronger 4.1%.

India leads with a projected 6.6% growth, driven by infrastructure spending and robust domestic demand, while MENA region, particularly the GCC countries, is rebounding with forecasted GDP growth of 3.6%.

Dubai, in particular, has emerged as a global investment and logistics hub—fuelled by its pro-business regulations, sovereign capital mobilization, and its growing stature as a gateway for cross-border investments. These shifts are influencing how funds, and how institutional investors with alternative asset strategies. ^[3]

Indias Economic Foundation: Stable, Reform-Led, and Future-Ready

Indias macroeconomic outlook remains robust, supported by the convergence of policy-driven growth, digital transformation, and rising investor confidence. The Indian economy to expand between 6.3% and 6.7% over the next two fiscal cycles. This growth is reinforced by strong high-frequency indicators, a resilient consumer base, and sustained momentum in capital formation.

Structural reforms—including GST optimization, supply chain digitization, and financial sector liberalization—are enhancing transparency and formalization. Fiscal prudence, combined with infrastructure-led public expenditure and evolving regulatory maturity, has further amplified Indias attractiveness for global and domestic investors alike.

Indias narrative is increasingly anchored in its long-term aspiration to become a developed economy by 2047 ("Viksit Bharat"), and this clarity of vision continues to draw institutional capital into growth sectors such as real estate, urban infrastructure, and private markets. ^[4]

"Indias infrastructure-led growth and financial sector formalization have unlocked deep opportunities in structured credit—an arena where NiFCO has consistently demonstrated execution depth and capital stewardship."

Urban India: The Investment Megatrend with short-term moderation

Urban transformation has become a central axis of Indias development model. The Union Budget FY26 placed urban development at the forefront, launching a 1 lakh Cr Urban Challenge Fund how capital is deployed, and sanctioning 1.5 lakh Cr in long-tenure interest-free capital for states to promote next-generation urban infrastructure. The 2025–30 Asset Monetization Plan targets 10 lakh Cr through the optimization of underutilized public assets—creating new models for blended finance and project structuring. Parallelly, regulatory measures such as mandated 3-year PPP pipelines and access to the PM Gati Shakti master plan are enhancing transparency and planning precision. The launch of the National Geospatial Mission is digitizing land records and modernizing spatial planning. The UDAN scheme will enhance air connectivity to 120 underserved regions, while

15,000 Cr to SWAMIH Fund 2 for last-mile financing of 1 lakh affordable and mid-income homes.

Tier 2 and 3 cities are being actively positioned as the next hubs of economic activity through the promotion of Global Capability Centres (GCCs)—generating jobs, demand, and infrastructure-led capital opportunities.

Indias urban economy, making it a prime destination for capital, especially through structured credit, infrastructure equity, and private real estate strategies.

However, the last quarter of FY25 (January-March 2025) introduced short-term headwinds that warrant a cautious outlook. After a period of robust growth, the residential real estate market showed signs of slowing down. Sales across the top nine cities moderated from the high base of the previous year, a trend expected to continue into FY26 due to escalating property prices.

This slowdown was compounded by significant sell-offs from Foreign Institutional Investors (FIIs) in the broader Indian equity markets. In the first few months of 2025 alone, FIIs withdrew over 1.33 lakh Cr from Indian equities, driven by concerns over high valuations. This flight of foreign capital, while partially absorbed by strong domestic institutional buying, created market volatility and tempered overall investor sentiment. ^[5] Despite these near-term challenges, the underlying fundamentals of the real estate sector are intact. The moderation is a healthy correction, paving the way for more sustainable growth. For discerning capital managers like NiFCO, this period of recalibration presents unique opportunities to identify value in special situations and structured credit.

"As Indias urban transformation accelerates through landmark policy initiatives, NiFCOs focus on city-level assets, asset monetization, and redevelopment financing positions it to channel institutional capital into the nations growth corridors."

Global Alternatives: Rising Demand for Strategic Capital

The global Alternative Investment Fund (AIF) industry is undergoing a paradigm shift. In 2024, private equity deal value grew by 14% to $2 trillion—driven by increased conviction in large-cap buyouts, improved financing access, and stronger asset quality. Valuation multiples rebounded, while exit markets improved with sponsor-to-sponsor transactions gaining ground.

While fundraising moderated, institutional appetite continued to deepen. Dry powder stood at $2.1 trillion, and LP allocations to private equity climbed to 8.3%, with a third of institutions indicating plans to increase exposure. Operational value creation has now taken precedence over traditional financial engineering, aligning with the long-term capital needs of mid-market and growth-stage enterprises.

The GCC region is gaining ground in the global alternative capital arena, with sovereign wealth funds actively deploying into global GP platforms. Dubai, in particular, has become a nucleus for fund domiciliation and private market distribution—reinforced by DIFCs regulatory clarity and ecosystem maturity. ^[6]

Indias AIF Ecosystem: Diversified and

Accelerating

Indias AIF industry has grown exponentially, with total commitments exceeding 13 lakh

Cr. Category II AIFs—spanning private equity, real estate, and structured credit—command the lions share at 10 lakh Cr. These vehicles are increasingly favored for their asset-backed nature, bespoke structuring, and alignment with long-duration capital goals.

Private credit has emerged as a high-growth segment, now accounting for 15% of AIF commitments up from 6% five years ago. Real estate, financial services, and technology continue to be preferred sectors. Notably, 65% of investments on unlisted assets, emphasizing the sectors role in supporting mid-market and growth-stage capital needs.

Policy momentum is reinforcing this growth, with SEBI proposing liberalized norms for Accredited Investors (AIs), thus expanding the institutional investor base and supporting broader participation in alternative investments.

[7]

"With over 13 lakh Cr committed to Indias

AIF ecosystem, the industry is entering a new phase of maturity—and NiFCO is emerging as a specialist player in the high-yield, asset-backed credit space."

The NiFCO First Advantage

Nisus Finance has consistently pioneered new pathways in the alternative investment space, creating a "blue ocean strategy" that allows us to spot and capitalize on market opportunities ahead of the curve. Our journey is defined by a series of strategic ‘firsts that have built a uniquely defensible and scalable business model.

? Indias First Listed AIF Manager: NiFCO is Indias first listed AIF manager after its listing on BSE in December 2024. This provides us with unparalleled access to public capital markets and enhances our corporate governance framework.

? Pioneering Real Estate Special Situations:

Our RESO-1 fund is among the dedicated special opportunities funds focusing singularly on the real estate sector in India. This specialized focus allows us to underwrite complex situations like self-redevelopment projects, where we were among the first funds to invest, successfully delivering returns of approximately 21% to our investors

? Innovating Global Investor Access: We have established a robust cross-border platform to integrate global capital flows:

• GIFT City: Our fund structure in GIFT City was among the first to receive a license for Overseas Portfolio Investment (OPI), creating an institutional, compliant, and tax-efficient gateway for Indian investors to take part in global growth stories.

• UAE Structure: Our Dubai entity is the only Indian-promoted fund to successfully secure leverage from global lenders, showcasing international institutions confidence in our underwriting and asset management capabilities.

? Leading the Digital Asset Revolution: NiFCO is at the forefront of financial innovation. We are among the first AIF managers in the region to embrace asset tokenization through a strategic partnership with Toyow, a global Web3 platform. We have signed an MOU with Xchain Technologies FZCO (Toyow), a leading blockchain-based forensic and advisory firm, for the tokenisation of funds and assets worth up to US$500 million (AED1.83billion),asthemarketshiftstowards Web3 technology. This collaboration aims to unlock immense liquidity and democratize access to institutional-grade investments for a global investor base.

This series of "firsts" is not a coincidence; results from a deliberate strategy to stay ahead of market trends, innovate fearlessly, and execute with excellence. Being innovative provides us with an advantage over others.

NiFCO Poised for Scalable Growth: Capitalizing on Sectoral Tailwinds

NiFCO is ideally positioned to capture multiple converging growth vectors:

? Urban Infrastructure Surge: Policy-driven investments in housing, city-level projects, and asset monetization will continue to generate credit and equity opportunities.

? Private Credit Expansion: The growing shift towards non-traditional lending models aligns with NiFCO core expertise in structured, asset-backed financing.

? Cross-Border Capital Integration: Platforms in GIFT City and Dubai position the firm to target both global capital and domestic capital into emerging market opportunities.

? High-Yield Fund Performance: Strong IRRs, low delinquencies, and disciplined underwriting strengthen investor and long-term fund scalability.

Business Model: Twin Engines of Growth

Our operations are powered by two synergistic engines—Fund Management and Transaction Advisory—that provide comprehensive capital solutions across India and the GCC region. This integrated model allows us to act as a holistic solution provider to our clients and investors

Fund & Asset Management: Accelerated AUM Growth and Strategic Exits

This is the core of our business, focused on creating and managing high-yield, asset-backed investment funds. We have a proven track record of generating superior risk-adjusted returns through our deep domain expertise in structured credit and special situations within it the urban infrastructure and real estate sectors. Our offerings cater to a diverse base of High-

Net-Worth Individuals (HNIs), family offices, and institutional investors.

Fund & Asset Management contributed approximately 33% of the total revenue in FY25.

The company closed the year with 1,572 Cr in

Assets Under Management (AUM), marking a 55% year-on-year expansion. Fresh investments in both the Indian and UAE markets propelled this growth, in line with the companys strategy of value-accretive deployment. Portfolio optimization also continued with exits totalling 215 Cr, further enhancing asset quality and returns.

The companys flagship Real Estate Special

Opportunities Fund (RESO) maintained its

‘Excellent rating from CareEdge, reflecting the funds performance and robust risk management. On the international front, NiFCO launched its High Yield Growth Fund under the DIFC framework and acquired two premium residential assets in Dubai, which added 455

Cr to the AUM. These moves underscore NiFCO successful expansion into high-growth global markets.

Highlight Pointers:

? AUM increased 55% YoY to 1,572 Cr

? 600 Cr invested in fresh assets; 215 Cr realized via exits

? RESO Fund rated ‘Excellent by CareEdge

? 455 Cr added via Dubai residential acquisitions

? Fund business contributed ~ 33% to total revenue

Transaction Advisory Services: Diversified

Mandates and Global Execution

Our advisory engine leverages the firms deep network of relationships with developers, landowners, and financial institutions. The

Transaction Advisory segment contributed approximately 67% of FY25 revenue, underlining the complementary role it plays in the firms investment ecosystem. During the year, five advisory mandates were successfully executed across India and the UAE. This spanned asset identification, debt syndication, exit strategy, and asset monetization, showcasing ‘NiFCO capabilities in complex real estate capital transactions.

International operations, particularly in the UAE, gained momentum during FY25. With a fully operational office in Dubai led by a senior investment team, the company deepened its footprint in GCC markets.

Highlight Pointers:

? Five mandates executed across India and UAE

? Transaction Advisory accounted for ~67% of total revenue

Synergistic Platform with Resilient Financial Outcomes

The combination of fund and advisorys Expense Benefit verticals yielded strong financial results for the year. Total revenue stood at 67.3 Cr, reflecting a 56.4% growth over FY24 ( 43 Cr). The UAE contributed around 31% of total revenue, driven by both fund activity and advisory mandates. On the capital-raising front, the company secured USD 68 million in sanctions from two global banks, with USD 200 million in discussions with marquee investors. The company also maintained a healthy PAT margin of 48.4%, supported by cost controls and a scalable platform model. Synergies between the two business lines enabled effective deployment of capital, streamlined execution, and steady fee income.

With a strategic pipeline of deals worth over

1,000 Cr in India and AED 669 million (~ 1,555

Cr) in the UAE, NiFCO enters FY26 with strong visibility on growth. Its institutional-grade infrastructure, cross-border regulatory setup, and diversifiedinvestor base reinforce its positioning as a high-performing asset manager and transaction advisor.

Highlight Pointers:

? FY25 revenue: 67.3 Cr, up 56.4% YoY

? PAT margin sustained at 48.4%

? Balanced revenue mix: 67% Fund Management, 33% Advisory

? Deal pipeline: 1,000+ Cr (India) and 1,555

Cr (UAE)

? Fully operational cross-border investment platform

? ~31%ofrevenuecontributedbyUAEoperation

? USD 68 million sanctioned for Dubai transactions; USD 200 million in active discussions

Financial Highlights: A Year of Accelerated Growth and Superior Returns

Particulars	FY25	FY24	% YoY
A. Revenue	65.61	43.03
Other Income	1.68	0.01
Total Income	67.3	43.04	56.4%
B. Employee	10.57	3.04
Finance Costs	1.06	1.16
Depreciation and	2.34	0.06
Amortisation
Expense
C. Other Expenses	12.26	3.56
D. Total Expenses	26.2	7.83	235.1%
Exceptional Items	0.00	(0.86)
Profit/(Loss)	0.34	0.04
of Associate
Companies
PBT	41.41	34.38
Tax	8.82	10.33
PAT	32.6	24.05
PAT Margin	48%	56%

FY2025 was a year of exceptional financial performance for Nisus Finance, marked by robust, multi-dimensional growth. Our successful listing on the BSE SME exchange in December 2024 provided the catalyst to scale our twin engines of growth—Fund Management and Transaction

Advisory delivering significant value to our shareholders.

Our asset-light business model and strategic focus on high-margin activities resulted in a significant expansion of our key financial metrics

Strong Revenue Momentum

The Company achieved a significant rise in revenue during FY25, driven by robust activity across fund management and transaction advisory mandates.

There was a change in definitions for segmental revenue breakup to provide better insights to investors. In FY 24, Segment 1 included the income from transaction advisory and fund management while Segment 2 included the other income. In FY25, segment 1 included the income from

Transaction advisory while, Segment 2 included the revenue from fund management and other income.

Insights on Change in Segmental Definition Definition FY24

? Segment 1 – Revenue from Transaction Advisory and Fund Management

? Segment 2 – Other Income

Definition FY25

? Segment 1 – Revenue from Transaction Advisory

? Segment 2 – Revenue from Fund Management and Other Income

Item Name	Particular	FY25	FY24	YoY
Segment 1	Transaction Advisory	44.4	29.3	51.5%
Segment 2	Fund Management and Other Income	23.0	13.8	66.7%
	Total Income	67.4	43.1	56.4%

 

Item Name	Particular	FY25	FY24
Segment 1	Transaction Advisory	65.9%	68.0%
Segment 2	Fund Management and Other Income	34.1%	32.0%
	Total Income	100.0%	100.0%

While our full-year growth was robust, performance in the second half (H2) of the fiscal year reflects a period of strategic investment and a prudent response to evolving market conditions. Several deliberate factors influenced the moderate growth in H2:

Forward-Looking Capital Deployment: A significant portion of the proceeds from our December IPO was earmarked for fund distribution and the setup of new fund structures. These are foundational investments, and their full revenue impact is projected to be realized in FY26 and beyond.

Regulatory Timelines: The planned capital infusion into our NBFC arm, required mandatory regulatory approvals from the Reserve Bank of India (RBI). The time-intensive nature of this process meant the capital was only deployed towards the end of March 2025,

Navigating Market Headwinds: As the Indian real estate market showed signs of a slowdown in the latter half of the year, we adopted a more cautious and prudent approach to capital deployment in India. Our ability to stay ahead of market trends allowed us to take proactive mitigating steps. In response, we strategically accelerated our efforts in the GCC region, successfully driving growth from our UAE operations, which cushioned the impact of the domestic slowdown.

Our geographical expansion was also a key contributor, with our Dubai (GCC) operations accounting for 31% of total revenue, affirming our strategy of integrating cross-border capital

The combined effect led to a total income of

67.3 Cr in FY25, compared to 43.04 Cr in FY24 a substantial 56% increase year-on-year.

This growth was supported by high-performing asset classes, a diversified revenue mix, consistent execution across the portfolio.

Exceptional profitability and operating leverage:

NiFCO continued to demonstrate strong bottom-line performance, with PAT rising to 32.6 Cr in FY25 from 24.05 Cr in FY24. This increase was supported by improved realizations, a growing book of recurring income, and efficient asset rotation. The profitability also reflects the

Companys prudent cost management during a year of rapid geographic and operational expansion.

? Employee count rose from 24 (FY24) to

44 (FY25), with 8-member team in Dubai resulting to increase in employee cost by 247.4% i.e., from 3.04 Cr in FY 24 to 10.57 Cr in FY 25

? There was a sharp increase in other expenses from INR 3.56 Cr in FY 24 to INR 12.26 Cr in FY 25. This includes one-time expenses towards the IPO, new offices both in India and the UAE.

? In line with IPO objectives, 24 Cr was deployed towards fund setup and fund-raising costs, which will be amortized over the funds life.

? Investments have increased by 131% from

22 Cr in FY24 to 51 Cr in FY25. This growth is primarily attributable to our GIFT City fund and NiFCOs role as a sponsor for the Dubai investments.

? Other non-current assets have increased from 2 Cr to 19 Cr, reflecting the capitalized costs related to fund setup and fundraising activities. flows. ? Net worth stands at 161 Cr in FY25, up from 33 Cr in FY24. The financial results validate the Companys investment thesis across special situations, redevelopment, and high-yield real estate opportunities generating consistent value for stakeholders.

Capital Formation and Growth Enablement

FY25 also marked a significant strengthening of the Companys financial foundation. The successful IPO in December 2024 enabled strategiccapitalallocationacrossfundplatforms and subsidiaries. As part of its growth plan, the Company allocated resources towards fund setup in key global financial hubs, expansion of its NBFC arm, and deeper market access through investor engagement and platform development.

With a strong balance sheet and increased liquidity, the Company is well-positioned to scale further in FY26, backed by a growing deal pipeline across India and the GCC region.

Ratio Analysis

Key Ratios	FY25	FY24
EBITDA Margin (%)	66.1%	84.7%
PAT Margin (%)	48.4%	55.9%
Current Ratio	7.3	1.5
Return on Equity	33.6%	112.5%
(ROE) (%)
Return on Capital	40.0%	105.0%
Employed (ROCE)
Return on Assets	28.2%	59.4%
(ROA) (%)
Net Debt-to-Equity (x)	0.06	0.22
Interest Coverage (x)	39.6	31.3
Revenue-to-AUM	4.3%	4.2%
Ratio (%)
Price-to-Earnings	21.8	-
(P/E) Ratio

The company recorded an EBITDA margin of 66.1% and a PAT margin of 48.4%, supported by revenue growth across both fund management and transaction advisory verticals. Operating efficiency remained steady even as the company invested in team expansion, infrastructure, and regulatory compliance across jurisdictions.

The current ratio improved to 7.3, showing a strong liquidity profile as of 31 ^st March, 2025. Net Debt-to-Equity ratio of 0.06 and Interest Coverage Ratio of 39.6 highlights a balance sheet that has low leverage and a robust debt-servicing capability.

Return metrics during the year included a Return on Equity of 33.6%, Return on Capital Employed of 40.0%, and Return on Assets of 28.2%, reflecting effective deployment of shareholder capital and asset-level productivity.

The Revenue-to-AUM ratio remained steady at .3%, in line with the companys business mix.

P/E ratio of 21.8 was observed as of the fiscal year-end, based on reported earnings.

These financial indicators, viewed together, suggest operational consistency and financial strength across business functions and geographies.

Strategic Management-Led Buyout for Accelerated Growth

NiFCO has also set to acquire a controlling stake in New Consolidated Construction Company Limited (NCCCL). This acquisition was announced on 4^th July, 2025, in compliance with Regulation 30 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

NiFCO has entered into a definitive agreement to acquire a 69% controlling stake in New Consolidated Construction Co. Ltd. (NCCCL), one of Indias premier civil construction

Strategic Fit for NiFCO

NiFCO brings extensive domain expertise, having financed real estate deals worth over 2,000 Cr.

It maintains strong relationships with leading developers and private equity players enabling NiFCO to have access to PE-backed projects. With privileged access to pipeline data and business plans, NiFCO can seamlessly channel projects into NCCCL.

? Strategically positioned, NiFCO is well-placed to drive margin expansion and capitalize on execution premiums.

Outlook

Nisus Finance enters FY26 with a reinforced capital base, expanded investment platforms, and an integrated business model across fund management and advisory services. The company remains focused on scaling its flagship funds, expanding co-investment vehicles, and deepening its presence in asset-backed credit solutions.

The firms strategic footholds in GIFT City and

Dubai provide new avenues to access offshore capital and launch global investor-aligned structures. With structured finance continuing to attract domestic and institutional capital, NiFCO intends to leverage its performance track record and asset selection expertise to sustain growth in AUM.

We expect advisory and capital market mandates to remain active, particularly across mid-market restructuring, fundraising, and developer financing verticals.

Supported by a favourable regulatory landscape for AIFs and rising alternative credit demand, Nisus Finance is positioned to consolidate its leadership in structured investments, while continuing to deliver stable returns and investor confidence through disciplined execution and governance-first operations.

Opportunities & Threats

Opportunities

? Real Estate Consolidation and Urban Demand

Structural consolidation in the real estate sector is creating funding gaps, particularly for mid-market developers. NiFCO, with its structured credit expertise, is well-positioned to bridge these gaps through asset-backed lending and tailored capital solutions.

? Rise of Alternative Credit Platforms

Growing investor appetite for private credit and structured debt funds has opened space for differentiated yield strategies. With its track record in IRR-driven deployments, NiFCO stands to gain from continued shift toward alternative credit models.

? Regulatory Momentum for AIF Growth

The Indian AIF market continues to receive strong regulatory support, and rising HNI interest is driving record commitments. This provides a favourable backdrop for NiFCO to expand fund platforms and co-investment offerings.

? International Capital Access via GIFT City and Dubai

The firms entry into GIFT City (India) and

Dubai enables it to tap cross-border investors, launch regulatory-compliant structures, and widen its distribution footprint for both fund and advisory mandates.

Threats

? Real Estate Sector Volatility

Despite improved demand, the sector remains sensitive to regulatory delays, interest rate cycles, and project execution risks factors that could impact asset-backed exposures.

? Competition in Private Credit and AIF

The AIF space is seeing increased competition from institutional platforms and NBFC-backed funds. This could exert pricing pressure and compress spreads in future vintages.

? Liquidity and Redemption Risks

Although NiFCO follows closed-ended fund structures, sudden macroeconomic disruptions or adverse credit events could tighten liquidity, affecting investor confidence or transaction flows.

Risk Management

Nisus Finance adopts a prudent, multi-layered approach to risk management across its fund management, lending, and advisory businesses.

The firms framework is anchored in rigorous due diligence, strong governance oversight, and institutional-grade compliance.

Credit & Investment Risk

NiFCO follows a stringent credit appraisal process with a focus on asset-backed lending, primarily in the real estate sector. Each deal undergoes multiple levels of financial, legal, and operational diligence, with structured instruments like senior secured, mezzanine, and escrow-backed lending used to minimize downside risk.

Operational & Liquidity Risk

Operational processes are supported by a seasoned team and documented systems for investment monitoring, fund compliance, and investor reporting. Liquidity risks are mitigated by maintaining conservative gearing, matched asset-liability structures, and fund structures that are predominantly closed-ended in nature, reducing redemption pressure.

Regulatory & Compliance Risk

NiFCO is registered with SEBI as a Category II AIF manager and follows all applicable NBFC and AIF compliance frameworks. Periodic audits, legal validations, and adherence to KYC/ AML norms ensure transparency and regulatory integrity.

Risk Governance

Risk oversight is embedded within the firms investment committee and credit committee structures, which independently vet opportunities and enforce exposure norms. Portfolio-level and entity-level risks are reviewed at regular intervals to enable proactive intervention.

Internal Control Systems & Their Adequacy

NiFCO has a comprehensive risk framework that is robust, adaptive, and commensurate with the complexity and scale of its operations. These systems ensure the integrity of financial reporting, operational effectiveness, and adherence to all applicable regulatory frameworks—both domestic and international. The companys internal control systems are aligned with its overall strategic objectives and its regulatory obligations under SEBI (AIF and Listing Regulations), RBI (NBFC guidelines), and the Companies Act. The Audit Committee of the Board plays a proactive role in reviewing and reinforcing the adequacy and operating effectiveness of these controls on a periodic basis.

The companys Internal Audit Department functions independently and reports directly to the Audit Committee. It monitors the design, operation, and compliance of internal control systems across all business verticals and geographies, including fund platforms at GIFT City (India) and Dubai, and NBFC operations under Nisus Fincorp Private Limited. The audit process evaluates controls over accounting systems, fund disbursement and reconciliation, investor reporting, governance compliance, and operational workflows.

Based on observations from the internal audit team, corrective actions are promptly implemented across functional areas. Significant audit findings and remediation actions to the Audit Committee, ensuring a transparent oversight environment.

The companys internal financial controls encompassing transactional, procedural, and system-based controls are subjected to regular validation by internal auditors, statutory auditors, and independent consultants. This includes assessment of fund-related capital flows, NAV disclosures, co-investment protocols, fee accounting, and risk-adjusted valuation models used in AIF structures.

In FY25, the company also strengthened its internal controls to support its post-IPO scale-up, onboarding of new strategic partnerships, and the addition of institutional capital platforms. Systems were upgraded to support multi-jurisdictional reporting requirements and enable automation of the funds lifecycle tracking, thereby enhancing efficiency and investor transparency.

The internal control environment is further reinforced by clearly defined SOPs, centralized policy documentation, an employee code of conduct, and digital access controls to ensure data protection and role clarity. Periodic training and governance reviews help embed a culture of accountability and compliance across the organization.

Based on the internal audits, compliance reviews, and oversight by the Audit Committee, the Board is of the opinion that the internal control systems of the Company were adequate and operating effectively as on 31^st March, 2025. During the year under review, no material weaknesses or serious observations regarding the design or operational adequacy of the companys internal controls.

Human Resource Development

NiFCO regards its people as one of its most valuable and a key driver of its competitive advantage. The company continues to build a high-performance, collaborative, and purpose-driven culture that aligns with its long-term vision of becoming a global leader in urban infrastructure financing and alternative investments.

The Companys human resources strategy is designed to foster a positive and inclusive work environment, encourage merit-based growth, and empower individuals through clear career pathways, exposure to dynamic market mandates, and access to strategic roles across business verticals.

FY25 marked a pivotal year in reinforcing the companys institutional ethos. NiFCO was officially certified as a Great Place to WorkR, validating its progressive people practices, inclusive culture, and commitment to fostering a high-trust, high-performance workplace. This recognition underscores the organizations emphasis on transparency, meritocracy, and professional growth.

During FY25, the company expanded its employee base from 24 to 44 professionals, marking a significant scale-up of its execution capabilities. This included the successful establishment of a team in Dubai to support the companys growing presence across the GCC region and DIFC-regulated platforms.

The Human Resources division plays a central role in attracting, retaining, and developing talent equipped to manage complex fund structures, regulatory frameworks, and cross-border transactions. NiFCO offers avenues for professional and personal advancement through continuous learning initiatives, leadership mentoring, and collaborative projects.

Employee engagement programs, performance-linked incentives, and transparent communication channels ensure alignment of individual and organizational goals. The company also continues to invest in digital tools and secure platforms to support hybrid working models and strengthen internal collaboration. As of 31^st March, 2025, NiFCO employed 44 professionals across India and the UAE. Industrial relations remained harmonious and constructive throughout the year.

Cautionary Statement

The statements in this Management Discussion and Analysis (MD&A) report describing the companys objectives, projections, outlook, expectations, estimates, or other forward-looking statements are based on the current environment, business plans, and assumptions made by the company and are subject to uncertainties and changing circumstances.

Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements of the company to differ materially from those expressed or implied. These risks include, but are not limited to, changes in regulatory environments, economic conditions, market developments, geopolitical factors, and the performance of the financial services and real estate sectors—both in India and internationally.

While the company believes the expectations reflected in these forward-looking statements are reasonable, it makes no representation or warranty (express or implied) as to the accuracy or completeness of such statements. The company undertakes no obligation to revise or update any forward-looking statements as a result of future events or developments, unless required by applicable law.

The analysis presented in this MD&A relates to the performance of Nisus Finance Services

Co. Ltd. for the financial year ended 31 ^st March, 2025. (i.e., for the period 1^st April, 2024 to 31^st

March, 2025), and should be read in conjunction with the audited financial statements and other disclosures forming part of this Annual Report.