The Directors are pleased to present the Thirtieth Annual
Report of IIFL Capital Services Limited (Formerly known as
IIFL Securities Limited) (‘the Company’ or ‘Your Company’ or
‘IIFL Capital’) along with the audited financial statements for
the Financial Year (FY) ended March 31, 2025.

1. Company Overview

IIFL Capital is one of India’s leading financial services
conglomerates, offering a comprehensive range of
investment solutions to a diverse clientele. Over the years,
the Company has built a strong legacy of trust, innovation,
and excellence across its broad portfolio of services.

With nearly three decades of experience, IIFL Capital
caters to a wide spectrum of clients, including Ultra
High Net Worth Individuals (UHNIs), High Net Worth
Individuals (HNIs), affluent, retail and institutional clients.
The Company’s extensive range of services encompasses
Investment Banking, Institutional Broking, Equity,
Commodities, and Currency Broking, and distribution
of financial products like Mutual Funds (MFs), Portfolio
Management Services (PMS), Alternative Investment
Funds (AIFs), Fixed Income Products, etc.

IIFL Capital's holistic approach to financial planning
is designed to empower clients with comprehensive
strategies that encompass wealth preservation, tax
optimization, and succession planning. This integrated
methodology ensures that clients receive expert guidance
across all facets of their financial journey, aligning their
objectives with tailored solutions.

During FY 2024-25, the Company realigned its strategic
focus from traditional broker to full time wealth
manager. Your Company has hired senior professional
to build wealth management business and upscale the
existing business. Your Company has strong execution
capabilities, deep client engagement with a strength of
500 Private Client Group (PCG) and Wealth Relationship

Managers (RMs) to support HNI/ UHNI/affluent clients.
Supported by market-leading research, a comprehensive
product suite, a growing and seasoned client base, and
a cutting-edge tech-enabled platform, the Company is
well-positioned to drive sustainable growth in the wealth
management space.

The Company’s mobile trading app ‘IIFL Markets’ is rated
4.3 and has over 12.3 million downloads. Continuous
upgrades and enhancements makes this app the top
choice of most customers. The app is preferred by most
investors given its superior features, quick transactions
and best-in-class user experience.

In the Investment Banking space, the Company have
been consistently ranked within Top 3 in league tables
for Equity Capital Markets whilst demonstrating
strength across Initial Public Offerings (IPOs), Qualified
Institutional Placements (QIPs), Offer for sale (OFS),
private placements, stake sale and advisory.

Your Company’s top ranked Institutional Research
team has a strength of 42 , covering almost 299 stocks
across 20 sectors that represents ~ 74% of India’s
market capitalization.

As on 31^st March 2025, IIFL Capital serves over 3 million
clients comprising of top Foreign Institutional Investors
(FIIs), Foreign Portfolio Investors (FPIs), Sovereign
Wealth Funds, Private Equity (PE) Funds, Domestic MFs,
Insurance, Pension Funds, HNI, UHNI, affluent clients, etc.
Your Company has an Assets Under Management (AUM)
of more than C2,205 billion, which includes C313 billion
of financial product distribution assets.

IIFL Capital is well-positioned as a leading financial
services provider, backed by advanced technology,
experienced leadership, and a strong distribution network
of 100 branches across India and 3500 external
partners. Its intuitive digital platform and trusted brand
continue to deliver value to clients across the country.

2. Financial summary and highlights

A summary of the Company's financial performance for FY ended March 31, 2025, is as under: ^{(H in} Million)

3. Review of the operations and business, and
the state of Company affairs

During the year under review, there was no change in the
nature of business of the Company.

Your Company's consolidated revenue was H25,674 million
as against H 22,313 million in FY 2023-24, an increase of
15% YoY (year-on-year). The Company earned a net profit
after tax (TCI) of H 7,108 million as against H 5,121 million
in FY 2023-24, increased by 39% on YoY basis.

i. Broking & Distribution

During the year, the average daily turnover was H2,818
billion, compared to H2,854 billion in the previous
year, remaining largely stable YoY. Brokerage related
income reached H12,149 million, up 1% on a YoY
basis due to regulatory changes.

Your Company's Financial Product Distribution
segment, which includes distribution of AIF, PMS,
Mutual Funds, Insurance, Fixed Income Products etc.,
gained significant traction during the year.

ii. Investment Banking

The investment banking business continued to deliver
record performance in FY 2024-25 with revenues
aggregating to H2,379 million, up 6% on YoY basis.
IIFL Capital continues to be the banker of choice for
clients. The franchise is driven by consistent mandate
wins, coupled with high quality execution. The
investment banking division completed around 50
transactions in FY2024-25. This includes 18 IPOs, 11
QIPs, private placements, rights issue, buyback and
open offer transactions. The investment banking team

has also filed several offer documents for upcoming
IPOs and is currently engaged in a number of private
equity and other advisory transactions which are
in various stages of execution. Your Company is
today not only firmly entrenched in the mid cap
IPO space but has also expanded its presence into
the larger capital markets transactions. As always,
superior client focus, unbiased advice and consistent
performance continue to drive high repeat business -
a hallmark of your Company's strategy. Over the past
year, IIFL Capital has ramped up its left lead practice
and is diversifying its product offerings beyond
capital markets into advisory and allied services.

iii. Portfolio Management Services

Your Company launched a Non-Discretionary
Portfolio Management Service (PMS), with Assets
Under Management (AUM) of H4.5 billion as of
March 31, 2025, spread across two established
non-discretionary strategies. These strategies have
earned the trust of our existing investor base. As on
date, your Company has also launched a Discretionary
Portfolio Management Service (DPMS) to better serve
the clients and expand our investment offerings. As
part of broader commercial strategy to align business
verticals for operational efficiency, simplify regulatory
structures and leverage growth opportunities, the
Board of Directors has approved the transfer of the
PMS Business from the Company, on a going concern
basis, to IIFL Capital Asset Management Limited, a
wholly owned subsidiary, by way of slump sale, subject
to the regulatory approvals, as may be required.

iv. Alternative Investment Funds

IIFL Capital Asset Management Limited (ICAML),
a wholly owned subsidiary of your Company, has
established a presence in India's AIF sector, offering
a diversified suite of performance-driven strategies
across asset classes. The flagship IIFL Fintech Funds I
& II, with total commitments of H4.67 billion, exemplify
ICAML's leadership in thematic innovation. The IIFL
Derivatives Advantage Fund with an AUM of H2.03
billion continues to deliver consistent, low-volatility
returns, positioning itself as a compelling alternative
to traditional fixed-income products for sophisticated
investors seeking steady yield with managed risk.
These achievements demonstrate ICAML's robust
investment framework, sharp thematic insights,
and a strong track record of execution—cementing
its position as a trusted partner in India's growing
alternatives ecosystem.

4. Change of Name

During the year under review, the name of the Company
was changed from ‘IIFL Securities Limited’ to ‘IIFL Capital
Services Limited’, with effect from November 5, 2024. This
change was undertaken to better align the Company’s
identity with its diversified portfolio of services, which
includes stock broking, investment banking, distribution
of financial products, and wealth management. This
rebranding initiative underscores the Company’s
commitment to delivering value across the entire spectrum
of capital markets and financial advisory services.

5. Dividend and Reserves

In accordance with Regulation 43A of the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI
Listing Regulations"), the Company has formulated a
Dividend Distribution Policy, which is available on the
Company's website at https://files.iiflcapital.com/assets/
Dividend_Distribution_Policy_Final_21_b61c5ee06c.pdf

The Board of Directors, at their meeting held on February
11, 2025, declared an interim dividend of H3 per equity
share (150% of the face value of H2 per share), in line with
the Company’s Dividend Distribution Policy. This resulted
in an outgo of H930 million. The same is considered as final.

During the year under review, the Company has
transferred an amount of H 4 million to the General
Reserve maintained by the Company.

6. Investor Education and Protection Fund
(‘IEPF’)

A detailed disclosure regarding the IEPF related activities
undertaken by your Company during the year under
review is included in the Report on Corporate Governance,
which forms part of this Integrated Annual Report.

7. Commercial Paper

During FY 2024-25, the Company issued Commercial
Papers (‘CPs’) for margin trading facility.

8. Particulars of loans, guarantees or
investments by the Company

Details of Loans, Guarantees, and Investments covered
under the provisions of Section 186 of the Companies
Act, 2013 (“the Act”) are provided in the notes to the
financial statements, which forms part of this Integrated
Annual Report.

9. Material changes and commitments affecting
the financial position of the Company

There have been no material changes or commitments
affecting the financial position of the Company between
the end of the financial year to which the financial
statements relate and the date of this Report that could
impact the Company’s operations or its future status.

10. Share Capital

As of March 31, 2025, the Company’s issued, subscribed,
and paid-up equity share capital stood at H61,99,11,618
comprising 30,99,55,809 equity shares of H2 each.

During the year under review, the total paid-up equity share
capital of the Company increased from H61,57,33,058
to H61,99,11,618, pursuant to allotment of 20,89,280
equity shares of H2 each under the IIFL Securities Limited
Employee Stock Option Scheme - 2018 to the eligible
employees. These equity shares rank pari passu with the
existing equity shares from the date of allotment.

Furthermore, the Company did not issue any equity shares
with differential rights regarding dividend, voting, or
otherwise, nor any sweat equity shares during the year.

Employees Stock Option Scheme (ESOS)

During the year under review, the Company had in force
the following Employees Stock Option Schemes, prepared
in terms of the provisions of Securities and Exchange
Board of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 (“SBEBSE Regulations”):

a) IIFL Securities Limited Employee Stock Option
Scheme 2018 (“IIFL ESOS Scheme-2018”).

b) IIFL Securities Employee Stock Option 2019 -
Demerger Scheme (“ISL Demerger Scheme”).

There were no material changes to the IIFL ESOS Scheme
- 2018 and the ISL Demerger Scheme, and both are in
compliance with SBEBSE Regulations.

During FY 2024-25, the Nomination and Remuneration
Committee of the Board of Directors, pursuant to the IIFL
ESOS Scheme - 2018, granted 2,94,73,568 stock options
to the identified employees of the Company, with each
option convertible into one fully paid-up equity share.

As of March 31, 2025, 5,02,775 options lapsed under the
IIFL ESOS Scheme - 2018 and have been added back to
the pool, making them available for further grants. The
total number of stock options outstanding under the
IIFL ESOS Scheme - 2018 as of March 31, 2025, stood
at 3,81,11,909. Additionally, during the year under review,
12,000 options lapsed under the ISL Demerger Scheme.
As of March 31, 2025, there were no outstanding stock
options under this Scheme, and hence the said Scheme is
no longer in force.

The disclosures related to ESOPs, as required under the
provisions of the Act, the rules made thereunder, and
SBEBSE Regulations, are available on the Company’s
website at www.iiflcapital.com. These disclosures can also
be inspected by members at the Company’s registered
office. Members interested in obtaining a copy may contact
the Company Secretary at secretarial@iiflcapital.com.

The relevant disclosures in accordance with IND AS 102,
relating to share-based payments, forms part of Note 33
of the Standalone Financial Statements and Note 42 of the
Consolidated Financial Statements of the Company.

11. Corporate Social Responsibility (CSR)

In accordance with the provisions of Section 135 of the
Act and the rules made thereunder, your Company has
adopted a CSR policy outlining the CSR activities to be
undertaken by the Company and its subsidiaries. The CSR
Policy is available on the Company’s website at https://
files.iiflcapital.com/assets/CSR_Policy_21_286d8045bc.
pdf.

India Infoline Foundation (referred to as "IIFL
Foundation"), a Section 8 Company under the Act and a
wholly owned subsidiary of the Company, serves as the
primary entity for carrying out CSR initiatives on behalf of
the Company and its subsidiaries. In compliance with Rule
4(2) of the Companies (Corporate Social Responsibility
Policy) Rules, 2014, IIFL Foundation has registered with
the Central Government by filing Form CSR-1 with the
Registrar of Companies.

IIFL Foundation addresses five key thematic areas through
its CSR initiatives: Health, Education & Environment,
Livelihood and Poverty Alleviation (HELP). During the
year, the Company, through IIFL Foundation, undertook
various CSR initiatives aligned with the United Nations
Sustainable Development Goals (SDGs) — No Poverty
(SDG 1), Quality Education (SDG 4), Gender Equality
(sDG 5), Affordable and Clean Energy (SDG 7), Decent
Work and Economic Growth (SDG 8) and Reduced
Inequalities (SDG 10).

The details of these initiatives are included in this
Integrated Annual Report. 90% of beneficiaries
of the CSR programs executed by the Company

through IIFL Foundation are from marginalized and
disadvantaged communities.

In compliance with Section 135 of the Act, and the
Companies (Corporate Social Responsibility Policy)
Rules, 2014, the Company has constituted a Corporate
Social Responsibility (CSR) Committee. The statutory
disclosures related to the CSR Committee and the Annual
Report on CSR Activities are provided in Annexure-1 and
froms a part of this Integrated Annual Report.

12. Nomination and Remuneration Policy

The Board of Directors, on the recommendation of
the Nomination and Remuneration Committee, have
formulated the Nomination and Remuneration Policy.
This Policy outlines the criteria for determining the
qualifications and positive attributes required for the
appointment of Directors, Key Managerial Personnel
(KMP), and Senior Management Personnel (SMP), as well
as, for recommending their remuneration to the Board
of Directors.

The Nomination and Remuneration Policy is attached
as Annexure-2 to this Integrated Annual Report and is
also available on the Company’s website at https://files.
iiflcapital.com/assets/Nomination_and_Remuneration_
Policy_11_feb_25_90ee1dc8c7.pdf.

13. Human Resources Management

At IIFL Capital, employees are the cornerstone of
our success. The Company remains steadfast in its
commitment to building a workplace that not only attracts
top talent but also nurtures growth and innovation. Over
the past year, the Company have strengthened employee
value proposition through strategic hiring, robust
development programs, and a heightened focus on well¬
being and inclusivity.

Furthermore, the Company initiatives are designed to
empower individuals to excel and contribute meaningfully
to the organization’s growth. By fostering a culture
of continuous learning, collaboration, and holistic
development, your Company continues to be a workplace
where talent is valued, growth is encouraged, and success
is collectively achieved.

Your Company has complied with all applicable provisions
of the Maternity Benefit Act, 1961 during the FY 2024-25.
This includes, but is not limited to, adherence to regulations
concerning maternity leave and the provision of creche
facilities, where applicable, for eligible employees.

Prevention of Sexual Harassment (POSH)

The Company is committed to fostering a work
environment that supports the professional growth of its
women employees and promotes equality of opportunity.
Your Company maintains a zero-tolerance policy towards
any form of sexual harassment or discrimination. Ensuring
a safe and harassment-free workplace for women is a key
priority for the Company.

In compliance with the provisions of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition, and Redressal) Act, 2013, and the rules
framed thereunder, the Company has implemented
a Policy on Prevention of Sexual Harassment at the
Workplace. This Policy is designed to protect women from
sexual harassment, prevent such incidents, and address
any complaints related to sexual harassment and related
matters. The Policy is available on the Company’s website
at https://files.iiflcapital.com/assets/Po_SH_Policy_11_
feb_25_cd54bf30a7.pdf.

Furthermore, the Company has established an Internal
Complaints Committee (ICC) to address and resolve all
sexual harassment complaints reported under the Policy.
The ICC has been constituted in accordance with the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition, and Redressal) Act, 2013 and includes an
external member with relevant expertise in handling
such complaints. The Policy outlines the scope, complaint
mechanism, and redressal process, along with the
contact details of Committee members for reporting any
grievances or complaints under the Policy. Additionally,
the Company provides mandatory online training on
POSH for all employees, including new joiners.

During the FY 2024-25, the Company received complaints
under the said Policy. The details as required under the
provisions of the Act are as follows:

a. Number of complaints received during the year: 2
(Two)

b. Number of complaints disposed of during the year: 2
(Two)

c. Number of cases pending for more than 90 days: Nil.

Particulars of employees

As of March 31, 2025, the Company had 1,558 employees.

The disclosures required under Section 197(12) of the
Act, read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
are attached as Annexure - 3 and forms part of this
Integrated Annual Report

Further, a statement showing the names and other
particulars of employees drawing remuneration
exceeding the limits specified in Rule 5(2) and 5(3) of the
aforementioned rules is maintained and forms part of this
Report. However, in accordance with the first proviso to
Section 136(1) of the Act, the Annual Report and Accounts
are being sent to members and other entitled parties,
excluding this information. The information is available
for inspection by members. Any member interested in
obtaining a copy may write to the Company Secretary at
secretarial@iiflcapital.com.

During FY 2024-25, no company became or ceased to be
a subsidiary, joint venture, or associate of the Company.
However, IIFL Wealth (UK) Limited, a wholly owned
subsidiary of the Company, has undergone voluntary
strike off and has been dissolved with effect from July
22, 2025. Accordingly, IIFL Wealth (UK) Limited, ceased

to be wholly owned subsidiary of the Company w.e.f. July
22, 2025.

IIFL Facilities Services Limited is a material subsidiary
of the Company as per Regulation 16 of the SEBI Listing
Regulations. The Board of Directors have approved a
Policy for determining material subsidiaries, which is in

line with the SEBI Listing Regulations, as amended from
time to time. The Policy is available on the Company’s
website at https://files.iiflcapital.com/assets/Policy_for_
determining_material_subsidiaries_21_7f3d6f8227.pdf.

In accordance with Section 136(1) of the Act, the financial
statements, including consolidated financial statements,
and all other documents required to be attached thereto,
along with the audited annual accounts of subsidiary
companies, are available on the Company’s website at
https://www.iiflcapital.com/investor-relations/financials.
These documents will also be available for inspection by
any member of the Company at its registered office and
at the registered offices of the respective subsidiaries,
excluding Saturdays, Sundays, and public holidays.

15. Financial performance of the major
subsidiaries of the Company

A brief overview of the performance of the major
subsidiary companies is provided below.

Domestic subsidiaries

I. IIFL Facilities Services Limited (“IFSL”)

IFSL is engaged in providing office infrastructure,
facility services and related services, primarily
catering to group companies as well as external
clients. During FY 2024-25 the total income and total
comprehensive income/(loss) of IFSL were H1,095
million and H611 million, respectively, compared to
H566 million and (H 62) million in FY 2023-24.

II. Livlong Insurance Brokers Limited (formally ‘IIFL
Insurance Brokers Limited’) (“LIBL”)

LIBL is registered with the Insurance Regulatory and
Development Authority as a Direct Broker, providing
insurance broking services. During FY 2024-25,
LIBL’s total income and total comprehensive income
were H1,110 million and H199 million, respectively,
compared to H1,154 million and H169 million in
FY 2023-24.

III. Livlong Protection and Wellness Solutions Limited
(Formerly ‘IIFL Corporate Services Limited’)
(“LPWSL”)

LPWSL primarily focuses on addressing the healthcare
needs of customers by leveraging technology.
During FY 2024-25, LPWSL’s total income and total
comprehensive income were H1,449 million and H25
million, respectively, compared to H1,433 million and
H115 million in FY 2023-24.

IV. IIFL Management Services Limited (“IMSL”)

IMSL act as a manager to Alternate Investment Funds
(AIFs). The Company is also engaged in the business
of dealing in shares, stocks, debenture-stock, bonds,

obligations or any other securities on its own account.
Pursuant to the Business Transfer Agreement (BTA)
dated February 28, 2024, read with First Amendment
to BTA dated November 18, 2024, IMSL transferred
its identified AIFs business to IIFL Capital Asset
Management Limited (Formerly IIFL Securities
Alternate Asset Management Limited) by way of a
slump sale as a going concern. During FY 2024-25,
the total income and total comprehensive income/
(loss) of IMSL were H799 million and H297 million,
respectively, compared to H121 million and (H112)
million in FY 2023-24.

V. IIFL Capital Asset Management Limited (Formerly
IIFL Securities Alternate Asset Management
Limited) (ICAML)

Consequent to transfer of identified AIFs business
pursuant to BTA dated February 28, 2024, read with
First Amendment to BTA dated November 18, 2024,
ICAML commenced its business as a Manager to AIFs.
During FY 2024-25, ICAML was granted a Certificate
of Registration as an Investment Adviser by SEBI.
Additionally, the company received Certificate of
Registration as Portfolio Management Services
provider from SEBI in May 2025. Further, during
FY 2024-25, the company’s name was changed from
IIFL Securities Alternate Asset Management Limited
to IIFL Capital Asset Management Limited. For
FY 2024-25, the total income and total comprehensive
income/(loss) of ICAML were H26 million and (H 5)
million, respectively.

Foreign/overseas subsidiaries

VI. IIFL Capital Inc.

IIFL Capital Inc. is engaged in providing advisory
and financial services. During FY 2024-25, the
total income and total comprehensive income of
IIFL Capital Inc. were H184 million and H9 million,
respectively, compared to H213 million and H13
million in FY 2023-24.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Section 129(3) of the Act, your
Company has prepared the annual consolidated financial
statements, consolidating its financials with its subsidiary
companies. The annual audited consolidated financial
statements have been prepared in compliance with the
relevant Indian Accounting Standards issued by the
Institute of Chartered Accountants of India.

Pursuant to Section 129(3) of the Act, read with Rule 5
of the Companies (Accounts) Rules, 2014, a statement
containing salient features of the financial statements
of subsidiary companies is provided in Form AOC-1, as
‘Annexure A’ of the Consolidated Financial Statements,
and forms part of this Integrated Annual Report.

16. Management Discussion and Analysis Report

In compliance with Regulation 34 of the SEBI Listing
Regulations, the Management Discussion and Analysis
Report forms part of this Integrated Annual Report. The
report provides a detailed overview of the Company’s
business performance, industry trends, opportunities and
risks, and the outlook for the future.

17. Environment Social & Governance (ESG)

At IIFL Capital, we recognize the critical importance of
Environmental, Social, and Governance (ESG) factors
in driving sustainable growth, fulfilling stakeholder
expectations, and managing risks effectively. Our
commitment to embedding ESG principles at the core
of our business operations reflects our dedication
to generating positive impact across people, planet,
and profits.

To formalize this commitment, the Company has adopted
a comprehensive ESG Policy, duly approved by the
ESG Committee and the Board of Directors. The Policy
delineates the roles and responsibilities of the Board,
various Board Committees, the ESG Committee, and the
dedicated ESG team in steering the Company towards
its sustainability objectives. The Policy highlights key
ESG focus areas, including Environment, Corporate
Governance, Customer Relations, Employee Welfare,
Corporate Social Responsibility, and Information & Cyber
Security. These focus areas are supported by clearly
defined Key Performance Indicators (KPIs), with quarterly
progress updates provided by relevant stakeholders
to ensure continuous monitoring and accountability.
The ESG Policy is accessible on the Company’s website
at https://files.iiflcapital.com/assets/ESG_Policy_21 _

b16462d8b7.pdf.

In alignment with the nine principles of the National
Guidelines on Responsible Business Conduct (NGRBC),
the Company has also instituted a range of policies
aimed at promoting responsible business practices.
Additionally, an ESG Risk Register has been established
to proactively identify, assess, and manage risks related to
environmental, social, and governance matters.

During the year, a comprehensive materiality assessment
on ESG issues was conducted by PwC, which helped
prioritize the most significant ESG factors relevant to
our business and stakeholders. Based on this assessment,
the Company is currently in the process of developing
a detailed roadmap to address and manage the high-
category material issues effectively.

In line with our environmental commitment, the Company
has successfully achieved ISO 14001:2015 Certification
for its Environmental Management Systems (EMS),
underscoring our systematic approach to managing
environmental responsibilities.

To improve efficiency and accuracy in ESG data
management, we have onboarded an advanced automation
tool that streamlines the collection, consolidation, and
reporting of ESG data across the organization.

To enhance transparency and credibility in our
sustainability journey, your Company has integrated
the ESG profile on the ESG World Platform, thereby
strengthening stakeholder trust and engagement. This
profile is publicly accessible and reflects our ongoing
efforts to benchmark and improve our ESG performance.

We remain dedicated to advancing our sustainability
agenda, fostering responsible corporate governance, and
creating lasting value for all our stakeholders.

18. Business Responsibility and Sustainability
Report

In accordance with Regulation 34(2)(f) of the SEBI
Listing Regulations, the Business Responsibility and
Sustainability Report (BRSR) for FY 2024-25 forms part
of this Integrated Annual Report. The BRSR provides
comprehensive disclosures on the Company’s performance
with respect to Environment, Social, and Governance
(ESG) parameters and includes reporting on the nine
principles of NGRBC as prescribed by the Ministry of
Corporate Affairs.

Reinforcing its commitment to transparency,
accountability, and sustainable growth, the Company
has voluntarily, obtained limited assurance on the BRSR
Core principles as prescribed by SEBI for FY 2024-25.
The limited assurance report, issued by Lodha & Co., is
annexed to the BRSR and also forms part of this Integrated
Annual Report.

19. Directors and Key Managerial Personnel
(KMP)

Directors

The Company is steered by a well-diversified and
experienced Board of Directors, whose collective
expertise spans finance, accounting, technology,
corporate governance and risk management. This wide-
ranging knowledge base empowers the Board to provide
robust strategic leadership, uphold the highest standards
of corporate governance, and facilitate future-ready
decision-making that aligns with the best interests of the
Company and its stakeholders.

The composition of the Board is fully compliant with the
requirements of Section 149 of the Act and Regulation
17 of the SEBI Listing Regulations. The Board includes
a balanced mix of Executive, Non-Executive and
Independent Directors, including one Independent Woman
Director, thereby fostering diversity, independence, and
effectiveness in its functioning.

All Independent Directors have submitted declarations
confirming their independence in terms of Section
149(6) of the Act and Regulation 16(1)(b) of the SEBI
Listing Regulations. Additionally, in compliance with
Section 150 of the Act read with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014,
all Independent Directors have registered themselves
with the databank maintained by the Indian Institute of
Corporate Affairs.

In accordance with the SEBI Listing Regulations, the Board
has identified the core skills, expertise, and competencies
required for its effective functioning. These have been
mapped against the collective capabilities of the Board
and are detailed in the Report on Corporate Governance,
which forms part of this Integrated Annual Report.

A complete list of the Company’s Directors is provided in
the Report on Corporate Governance, which forms part of
this Integrated Annual Report.

Changes in the composition of the Board of
Directors

During the year under review, Ms. Rekha Gopal Warriar
(DIN: 08152356) was re-appointed as a Non-Executive
Independent Director on the Board of the Company for a
second term of five consecutive years, effective from May
8, 2024. Further, Mr. Narendra Jain (DIN: 01984467)
was re-appointed as a Whole-Time Director and Key
Managerial Personnel of the Company for a period of five
years, effective from May 13, 2024.

The tenure of Mr. R. Venkataraman (DIN: 00011919) as
the Managing Director and a Key Managerial Personnel of
the Company expired on May 14, 2024. Mr. Venkataraman
did not seek renewal of his term as Managing Director.

The Board, on recommendation of Nomination and
Remuneration Committee, with a view to separate the
role of the Chairperson and Managing Director as a good
corporate governance practice, appointed Mr. Nemkumar
H (DIN: 00350448), Whole-Time Director of the Company,
as the Managing Director and a Key Managerial Personnel
for a term of five years, effective from May 15, 2024.

Mr. R. Venkataraman continued to serve the Company in
the capacity of Chairperson and Non-Executive Director.

The shareholders approved the aforesaid appointment at
the 29^th AGM of the Company held on August 5, 2024.

Mr. Shamik Das Sharma (DIN: 07779526) was re¬
appointed as a Non-Executive Independent Director
on the Board of the Company for a second term of five
consecutive years, effective from January 14, 2025. The
said re-appointment was approved by the shareholders
of the Company through postal ballot on September
26, 2024.

Mr. Nemkumar H resigned from the position of Managing
Director and a member of the Board, with effect from
March 22, 2025. With nearly three decades of experience
in equity research, institutional equities, investment

banking, and investor relations, the Board felt his
undivided attention would better serve the Company’s
growth objectives. Consequently, he was re-designated as
Chief Growth Officer of the Company. The Board placed
on record its sincere appreciation for his leadership and
valuable contributions to the Company during his tenure
as the Managing Director.

Subsequently, the Board of Directors re-designated
Mr. R. Venkataraman (DIN: 00011919), Co-Promoter of
IIFL Group, from Non-Executive Director to Managing
Director and a Key Managerial Personnel of the Company
for a period of five years, w.e.f. March 22, 2025, to fill the
vacancy caused due to the resignation of Mr. Nemkumar H.
The said appointment was approved by the shareholders
of the Company through postal ballot on June 6, 2025.

Further, the Board appointed Ms. Rekha Gopal Warriar,
Independent Director (DIN: 08152356), as the
Chairperson of the Board of the Company, w.e.f. March 22,
2025, ensuring separation of the roles of Chairperson and
Managing Director, which aligned with good corporate
governance standards. Ms. Warriar had served as an
Independent Director on the Board of the Company since
2019. With over 30 years at the Reserve Bank of India, she
brought deep expertise in Foreign Exchange, Financial
Stability, and Rural Development. The Board was of the
view that, in this capacity, she offered strong leadership
in corporate governance, regulatory compliance, and
social initiatives, thereby enhancing the Company’s
governance framework.

Statement regarding opinion of the Board with
regard to integrity, expertise and experience
(including the proficiency) of the Independent
Director appointed during the year

During the year, there was no new appointment of
Independent Director on the Board of the Company.

Retirement by rotation

In accordance with the provisions of Section 152 of the Act
and the Company’s Articles of Association, Mr. Narendra
Jain (DIN: 01984467), Whole-Time Director is liable
to retire by rotation at the forthcoming AGM and being
eligible, has offered himself for re-appointment. The
Board recommends the proposal of his re-appointment
for the consideration of the Members of the Company at
the forthcoming AGM. This proposal has been included in
the Notice convening the AGM, along with a brief profile
of Mr. Jain.

Changes in Key Managerial Personnels (KMPs)
The tenure of Mr. R. Venkataraman (DIN: 00011919) as
the Managing Director and a KMP of the Company expired
on May 14, 2024. Subsequently, Mr. Nemkumar H (DIN:
00350448) was appointed as the Managing Director and a
KMP of the Company, effective from May 15, 2024.

Thereafter, Mr. Nemkumar H resigned from the position
of Managing Director and a member of the Board, as well

as, a KMP, with effect from March 22, 2025. The Board,
on the recommendation of Nomination and Remuneration
Committee, re-designated Mr. R. Venkataraman from
Non-Executive Director to Managing Director and a KMP
of the Company effective March 22, 2025.

As on the date of this Report, the following officials are
designated as KMPs of the Company in accordance with
the provisions of the Act and the rules made thereunder,
and the SEBI Listing Regulations:

Ý Mr. R. Venkataraman - Managing Director

Ý Mr. Narendra Jain - Whole-Time Director

Ý Mr. Ronak Gandhi - Chief Financial Officer

Ý Ms. Meghal Shah - Company Secretary

Ý Mr. Shanker Ramrakhiani - Chief Information
Security Officer

20. Meetings of Board/Committee

The Board/Committee meetings are scheduled in advance,
and the agenda, along with the minutes of the meetings,
are circulated within the specified timelines to facilitate
meaningful participation. In cases of special or urgent
business, the Board’s approval are obtained through
resolutions passed by circulation, as permitted by law,
and these are subsequently noted at the following Board/
Committee meeting. In certain special circumstances,
the meetings of the Board are called at shorter notice to
deliberate on business matters that require immediate
attention of the Board. The Company has adhered to the
secretarial standards issued by the Institute of Company
Secretaries of India for Board meetings.

The Board held 7 meetings during the year under
review and accepted all recommendations made by
various Committees.

The details regarding the number of Board meetings held
during FY 2024-25 and the attendance of Directors thereat
are provided in the Report on Corporate Governance,
which forms part of this Integrated Annual Report.

21. Committee of the Board

As of March 31, 2025, the Board of Directors had the
following Committees:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders’ Relationship Committee

d) Corporate Social Responsibility Committee

e) Risk Management Committee

f) Finance Committee

g) Independent Director’s Committee

h) ESG Committee

i) Information Technology Committee

j) Cyber Security Committee

The details of the Board Committees, including their
composition, the number of meetings held, and the
attendance of members thereat, are provided in the
Report on Corporate Governance, which forms part of this
Integrated Annual Report.

22. Risk management

Effective risk management is essential for identifying,
assessing, and monitoring potential threats and challenges
across the organization. In line with this, the Company has
implemented robust measures, including a comprehensive
Enterprise Risk Management (“ERM”) Policy, which has
been duly approved by the Risk Management Committee
and the Board of Directors. This policy encompasses
the identification, analysis, mitigation, and control of
various risk categories to support the achievement of the
Company’s key business objectives.

The Company’s ERM Policy is aligned with the Committee
of Sponsoring Organizations of the Treadway Commission
(COSO) 2017 ERM Framework. It covers a broad spectrum
of risks, including Strategic Risk, Market Risk, Financial
Risk, Fraud Risk, Legal Risk, Regulatory Risk, Operational
Risk, Reputational Risk, ESG Risk, Technology Risk,
Cyber/Information Risk, and Third-Party Risk.

Your Company has adopted the ‘Three lines of defense’
as part of the risk governance structure. The following
diagram illustrates it.

Risk governance structure and key roles &
responsibilities

A strong risk governance structure can help ensure that
an organization is able to identify, assess, and respond to
risk effectively. The structure is also intended to provide
an effective system of checks and balances to ensure that
the risk management practices are in compliance with the
regulations and industry standards.

Roles and responsibilities of key stakeholders
constituting the risk governance structure are as
under:

Role of Board of Directors: The Board of Directors
is responsible for monitoring and overseeing the
implementation of the risk management policy and
practices.

Role of Risk Management Committee (RMC):

RMC is responsible for formulation of the detailed
risk management policy. It ensures that appropriate
methodology, processes and systems are in place to
monitor and evaluate risk associated with the business of
the Company. It monitors and oversees implementation
of the risk management policy, including evaluating the
adequacy of risk management systems. The appointment,
removal, and terms of remuneration of the Chief Risk
Officer is subject to review by RMC. The details of
composition and meetings of RMC is provided in the
Report on Corporate Governance, which forms part of this
Integrated Annual Report.

Role of Chief Risk Officer (CRO): CRO is responsible
for the overseeing the risk management activities. CRO
periodically reviews the ERM Policy, monitors and oversees
its implementation, process for systematic identification
and assessment of all the risks and update RMC on the
risks identified and the assessment and mitigation controls
relating thereto. CRO conducts internal meetings with the
Risk Owners/Functional Heads on ERM initiatives and

updates the management on the progress/status of the
same on a quarterly basis.

Role of Risk Management Department: The Risk
Management Department is responsible for development
and maintenance of overall risk management
infrastructure. It facilitates implementation of the ERM
policy and collates and reviews risk assessment prepared
by the CRO/Functional heads. It also maintains and
update the risk register and creates awareness on the
risk management process/ practices for the identified
stakeholders periodically. Further, it reports risk and risk
management measures to RMC. The Risk Management
Department is responsible for ensuring compliance
with regulations and continuously improving the risk
management process.

Role of Risk Owners and Functional Heads: Each Risk
owner/Functional head is responsible for their respective
risk i.e., risk identification, mitigation, implementation
of the controls and any other matter relating thereto and
update the Risk Management Department on the same.
Further, Risk owner/Functional Head prepares a Risk
Report advising on the results and residual risks and
recommending further action.

Incident Management

The Company has a process to track and monitor the
incidents occurred which covers its root cause analysis,
and taking corrective and preventive measures thereon,

thereby helping the Company to have a control over
repetitiveness of the incidents. The Incident Report is also
presented before the RMC for its review.

23. Annual evaluation of the Board

Your Company recognizes that the performance evaluation
process at the Board level is crucial for fostering Board
engagement and ensuring its effectiveness. To this end,
the Company has implemented a Performance Evaluation
Policy, approved by the Nomination and Remuneration
Committee, which outlines the criteria and process for
evaluating the Board, its Committees, and individual
Directors. This is in accordance with the provisions of the
Act and Regulation 17 and Part D of Schedule II of the
SEBI Listing Regulations. The details of the evaluation
criteria and process are included in the Report on
Corporate Governance, which forms part of this Integrated
Annual Report.

24. Internal financial controls

Your Company has established and maintained robust
internal financial controls over financial reporting, which
are continuously evaluated and enhanced through the
implementation of new and revised standard operating
procedures. These internal financial control measures
are designed to safeguard the Company’s assets, prevent
and detect fraud and errors, ensure the accuracy and
completeness of accounting records, and enable the timely
preparation of reliable financial information. Throughout
the year, these controls have been operating effectively.

Further, the Statutory Auditors have confirmed that
the internal financial control systems over financial
reporting are adequate and the same is annexed with the
Independent Auditor’s Report.

25. Quality initiatives and process improvements

Your Company continues to sustain its commitment to the
highest levels of quality, superior service management,
robust information security practices and mature business
continuity management. Your Company successfully
completed ISO 27001:2022 (Information Security
Management System) and ISO 22301:2019 (Business
Continuity Management System) Certification audit with
no major non-conformities.

Your Company has sustained compliance with respect
to various applicable laws and regulations in terms
of technology, business continuity management, data
privacy and information and cyber security from
various Regulators.

The technology used in the Company comprises industry
standard business applications and robust information
technology infrastructure. These capabilities are used to
manage business operations, are scalable, improve overall

productivity & efficiency, and provide seamless and world
class experience to the customers.

Further, the Company has strengthened its information
and cyber security mechanisms and other risk measures
to mitigate potential threats, risks and challenges. The
Company has cyber insurance cover to protect from
financial losses.

Your Company has enhanced cyber security program by
implementing latest tools and technologies at various
layers and also adopted Zero Trust Network Architecture
(ZTNA) framework along with robust Information Security
Incident response. This has helped Company to mitigate
risk of latest security threats.

Your Company believes in skill development, hence
various e-learning modules on technology, information
security and other business areas have been enabled for
employees through online training.

26. Contracts and arrangements with Related
Parties

Your Company has established a Related Party
Transactions (“RPT Policy”), approved by the Board of
Directors and updated periodically. The Policy outlines
the identification process for RPTs, the required approvals
from the Audit Committee, Board, and Shareholders,
as well as the reporting and disclosure obligations in
line with the Act and the SEBI Listing Regulations. The
RPT Policy can be accessed on the Company’s website at
https://files.iiflcapital.com/assets/Policy_on_Related_
Party_Transactions_07_02_25_13409b7ec5.pdf.

In compliance with the provisions of the Act and SEBI
Listing Regulations, the Audit Committee reviews and
approves all RPTs. For transactions of a recurring nature,
omnibus approval is obtained annually. Additionally, the
Audit Committee receives quarterly updates on all RPTs
for its review and noting.

All contracts entered into by the Company with related
parties during the financial year were conducted on an
arm’s length basis and in the ordinary course of business,
in line with the RPT Policy.

During FY 2024-25, the Company entered into material
contracts/arrangements/transactions with related parties
within the limits approved by the Members. Since there
were no outstanding balances as of March 31, 2025, no
disclosure in Form AOC-2, as prescribed under the Act, is
necessary. For details on related party disclosures, please
refer to note no. 36 and note no. 43 in the Standalone and
Consolidated Financial Statements, respectively.

The Company has engaged an independent Chartered
Accountant firm to review and confirm that all related
party transactions comply with the provisions of the Act

and Rules made thereunder and SEBI Listing Regulations.
A certificate to this effect is submitted to the Audit
Committee on a quarterly basis.

27. Statutory Auditors and their Report

In accordance with Section 139 of the Act, read with
the Companies (Audit and Auditors) Rules, 2014, M/s
V Sankar Aiyar & Co., Chartered Accountants, were
appointed as the Statutory Auditors of the Company
for a second term of five years, commencing from the
conclusion of the 27^th AGM until the 32^nd AGM of the
Company, at a remuneration mutually agreed upon and
approved by the Board.

During the year, the Statutory Auditors confirmed their
compliance with the independence criteria as prescribed
under the Act and the Code of Ethics issued by the
Institute of Chartered Accountants of India.

The Statutory Auditors’ Report is included in this
Integrated Annual Report. There were no qualifications,
reservations, adverse remarks, or disclaimers in the
Statutory Auditors’ Report.

28. Secretarial Audit and their Report

In accordance with the provisions of Section 204 of the
Act, read with Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
the Company appointed M/s Nilesh Shah and Associates,
Practicing Company Secretaries, to conduct the Secretarial
Audit for FY 2024-25. The Secretarial Audit Report is
annexed as Annexure - 4. The Secretarial Auditor has
not expressed any qualifications, reservations, or adverse
remarks in their Report for the year under review. The
Secretarial Auditor has mentioned the following events in
their report:

a) Securities and Exchange Board of India (SEBI) had
conducted an examination of the Company’s role
in uploading incorrect Unique Client Code (UCC)
data, including Sikkim based clients, on Multi
Commodity Exchange of India Ltd (MCX) platform
during the period from July 01, 2020 to June 30,
2022. The Company was found to have violated
provisions of Clauses A(1), A(2) and A(5) of Code of
Conduct under Schedule II, read with Regulation
9(f) of the Securities and Exchange Board of
India (Stock Brokers) Regulations, 1992. Further,
pursuant to SEBI Adjudication Order No. Order/
BM/DS/2024-25/30602, dated July 30, 2024,
Adjudicating officer imposed penalty of Rs. 3,00,000/-
under Section 15HB of Securities Exchange Board of
India Act, 1992, which the Company has duly paid.

b) In the matter of various inspections conducted
for the period beginning April 01, 2022 to July 31,
2022, pursuant to SEBI Adjudication Order No.

Order/BM/JR/2024-25/ 30665 dated August 21,
2024, the Adjudicating officer of SEBI held that the
Company has violated provisions of SEBI (Stock
Broker) Regulations, 1992 (“Brokers Regulations”)
and various circulars issued therein. A penalty of
Rs. 11,00,000/- was imposed under Section 15HB
of Securities Exchange Board of India Act, 1992 and
Section 23H of the Securities Contracts (Regulation)
Act, 1956, which the Company has duly paid.

c) During an inspection of its Merchant Banking
activities, the Company received an administrative
warning from SEBI for non-compliance with certain
provisions of the Securities and Exchange Board of
India (Issue of Capital and Disclosure Requirements)
Regulations, 2018 and SEBI (Issue and Listing of
Non- Convertible Securities), Regulations, 2021
read with the Securities and Exchange Board of
India (Merchant Bankers) Regulation, 1992 for
not exercising due diligence and independent
professional judgment while undertaking certain
assignments as Book Running Lead Manager and
has not disclosed individual break up of issue related
expenses and timelines for payment of fees to each
intermediary in the Offer Documents.

Management Response:

a) As per the SEBI Adjudication Order/BM/

DS/2024-25/30602 dated July 30, 2024

discrepancies were rectified upon identification of
the issue by MCX and checks have been put in place to
ensure that such discrepancies do not recur. For the
current violations the Company has paid the penalty
of Rs. 300,000/-.

b) Based on the findings of SEBI, the Company submitted
its response that the said observations were mere
technical and procedural in nature and the Company
has already taken the necessary steps to further
strengthen its processes. For the current violations
the Company has paid the penalty of Rs. 11,00,000/-.

c) The Company has taken note of the same and shall
adhere to SEBI Regulations, as applicable.

Further, in accordance with Regulation 24A of the SEBI
Listing Regulations, the Secretarial Audit Report for
the material unlisted subsidiary of the Company, IIFL
Facilities Services Limited, for FY 2024-25 is annexed as
Annexure-5.

29. Maintenance of cost records

The maintenance of cost records for the services rendered
by the Company is not applicable, as per Section 148(1) of
the Act read with Rule 3 of the Companies (Cost Records
and Audit) Rules, 2014.

30. Reporting of frauds by Auditors

During FY 2024-25, the Statutory Auditors of the
Company have not reported any instance of fraud
committed within the Company by its officers or employees
to the Audit Committee/ Board under Section 143(12) of
the Act, read with Rule 13 of the Companies (Audit and
Auditors) Rules, 2014 other than those reportable to the
Central Government.

31. Annual return

Pursuant to Section 134(3)(a) and Section 92(3) of the Act,
read with Rule 12(1) of the Companies (Management and
Administration) Rules, 2014, as amended from time to
time, the Annual Return of the Company in Form MGT-7
for FY 2024-25 is available on the Company’s website at
https://www.iiflcapital.com/investor-relations/financials.

32. Significant and material order passed by the
Regulators or Court or Tribunals

There were no significant or material orders passed by
any Regulators, Courts, or Tribunals during the year that
would impact the going-concern status of the Company or
its future operations.

33. Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings
and Outgo

a) Energy conservation

As the Company is primarily engaged in providing
financial services, the information related to
conservation of energy, as required under Section
134(3)(m) of the Act read with Rule 8 of the
Companies (Accounts) Rules, 2014, is not applicable.
However, the initiatives undertaken by the Company
towards energy management are detailed in the
Business Responsibility and Sustainability Report,
which forms part of this Integrated Annual Report.

b) Technology absorption

The Company keeps itself abreast of the technological
advancements in the industry and has adopted the
best in class technology across business, operations
and functions. The Company is accelerating the
technology and digital transformation on continuous
basis. It stays invested in creating a seamless digital
and customer experience across digital touchpoints.
Your Company’s focused approach is to keep on
enhancing its in-house tech capabilities. Moreover,
your Company periodically introduces enhanced
features to provide rich and seamless trading
experience to its customers. Your Company has
enhanced IT Disaster Recovery readiness for ensuring
resilience and high uptime.

c) Foreign exchange earnings and outgo

The details of foreign exchange earnings and outgo, as
required under Section 134(3)(m) of the Act read with
Rule 8 of the Companies (Accounts) Rules, 2014, are
as follows:

34. Whistle Blower Policy/Vigil Mechanism

In accordance with Section 177(9) of the Act read with
Rule 7 of the Companies (Meetings of Board and its
Powers) Rules, 2014, and Regulation 22 of the SEBI
Listing Regulations, the Company has implemented a
Whistle Blower Policy and established a vigil mechanism.
This mechanism allows Directors, employees, and
stakeholders to report any genuine concerns or grievances
regarding unethical behavior, suspected fraud, or
violations of the Company’s Code of Ethics & Conduct.
The Vigil Mechanism ensures adequate safeguards
against victimization for those who use it and provides for
direct access to the Chairperson of the Audit Committee
in exceptional cases. For further details, please refer to
the Report on Corporate Governance, which forms part of
this Integrated Annual Report. The Policy is also available
on the Company’s website at https://files.iiflcapital.com/
assets/Whistle_Blower_Policy_21_6845f5e625.pdf

35. Corporate Governance

A Report on Corporate Governance, along with a certificate
from the Secretarial Auditor of the Company confirming
compliance with the corporate governance requirements
as per Regulation 34 of the SEBI Listing Regulations,
forms part of this Integrated Annual Report.

36. Directors’ Responsibility Statement:

In compliance with Section 134(5) of the Act, the
Directors of your Company, to the best of their knowledge
and ability, confirm that:

a) the applicable accounting standards have been
followed in the preparation of the annual accounts
and that there are no material departures;

b) such accounting policies have been selected and
applied consistently and judgments and estimates
made are reasonable and prudent, so as to give a true
and fair view of the state of affairs of the Company as
at March 31, 2025 and of the profit of the Company
for the year ended on that date;

c) proper and sufficient care has been taken for the
maintenance of adequate accounting records in
accordance with the provisions of the Act to safeguard
the assets of the Company and to prevent and detect
fraud and other irregularities;

d) the annual accounts have been prepared on a ‘going
concern’ basis;

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

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

37. Other disclosures

As no application has been made under the Insolvency
and Bankruptcy Code, 2016, the requirement to disclose
details of any application made or proceedings pending
under the Code, along with their status as of the end of the
financial year, is not applicable.

The requirement to disclose the difference between the
valuation done at the time of a one-time settlement and the

valuation done when taking loans from Banks or Financial
Institutions, along with the reasons, is not applicable.

The requirement to disclose details regarding the non¬
exercising of voting rights in respect of shares purchased
directly by employees under a scheme, pursuant to Section
67(3) of the Act read with Rule 16(4) of the Companies
(Share Capital and Debentures) Rules, 2014, is also
not applicable.

The Company has not accepted or renewed any deposits
as per the provisions of Section 73 of the Act and the
rules made thereunder. Therefore, no principal or interest
amount was outstanding as of the Balance Sheet date.

38. Appreciation

Your Directors wish to place on record their deep sense
of acknowledgement and appreciation for the dedication,
hard work, and commitment demonstrated by the
employees at all levels. Their relentless efforts have been
instrumental in driving the Company’s sustained growth
and success.

Your Directors also express their heartfelt gratitude to the
Company’s esteemed stakeholders—including customers,
bankers, shareholders, business partners, regulators, and
the communities—for their continued support and trust.

For and on behalf of the Board
Rekha Gopal Warriar

Date: July 28, 2025 Chairperson and Independent Director

Place: Mumbai DIN: 08152356