Indostar Capital Finance Ltd

Dear Members,

Your Directors are pleased to present the 16^th Annual Report on the affairs of your Company together with the audited financial statements for the financial year ended March 31, 2025.

FINANCIAL HIGHLIGHTS

The key highlights of the audited standalone financial statements of your Company for the financial year ended March 31, 2025 and comparison with the previous financial year ended March 31, 2024 are summarized below:

FINANCIAL PERFORMANCE AND COMPANY'S STATE OF AFFAIRS

The financial highlights tabulated above are based on the requirement of the Reserve Bank of India (“RBI”) Master Direction - Reserve Bank of India (Non-Banking Financial Company -Scale Based Regulation) Directions, 2023, the circulars, directions, notifications issued by the RBI from time to time (“RBI Directions”) and provisions of the Companies Act, 2013 (the “Act”) read with Rules made thereunder. For details of Reserves and Surplus of the Company, please refer Note 22 of the audited standalone financial statements of the Company for the financial year ended March 31, 2025.

Details on performance of your Company has also been covered in the Management Discussion and Analysis Report which forms part of the Annual Report.

DIVIDEND AND DIVIDEND DISTRIBUTION POLICY

In terms of the Dividend Distribution Policy of the Company, dividend shall be declared / recommended on the equity shares of the Company, keeping in view the Company's objective of meeting the long-term capital requirement for the business from internal cash accruals and appropriately rewarding shareholders. Details of the Dividend Distribution Policy have been provided in the Corporate Governance Report

which is annexed to and forms an integral part of this Board's Report and is also available on the website of the Company at https://www.indostarcapital.com/ investors-corner#investor-services.

Due to carry forward losses of previous years and unavailability of sufficient profits of the current year, directors do not recommend any dividend for the financial year under review.

ACCOUNTING METHODS

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (“Ind AS”) notified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time.

In terms of Section 129 of the Act read with Rules framed thereunder, audited consolidated financial statements of the Company and its subsidiaries shall be laid before the ensuing Annual General Meeting of the Company along with the audited standalone financial statements of the Company for the financial year ended March 31, 2025.

The audited standalone and consolidated financial statements together with Auditor's Report(s) thereon along with the salient features of the financial statements of the subsidiaries of the Company in the prescribed Form AOC - 1 forms part of the Annual Report and are also available on the website of the Company at https://www.indostarcapital.com/ investors-corner#investor-relations.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

In terms of Section 186(11) of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014, the provisions of Section 186 in respect of loans made, guarantees given or securities provided by the Company are not applicable to the Company.

Further, pursuant to the provisions of Section 186(4) of the Act, the details of investments made by the Company are given in the Note 06 of the audited standalone financial statements.

SUBSIDIARY COMPANIES & THEIR FINANCIAL PERFORMANCE

As on March 31, 2025, the Company had 2 (two) wholly-owned subsidiaries namely, Niwas Housing Finance Private Limited (erstwhile IndoStar Home Finance Private Limited) (“NHFPL”) and IndoStar Asset Advisory Private Limited (“IAAPL”). The Company does not have any joint venture(s) /

associate company(ies) within the meaning of Section 2(6) of the Act.

During the year under review, there has been no change in the nature of business of the subsidiary companies and there were no additions / deletions in the number of subsidiaries of your Company. However, the Board of Directors at its meeting held on September 19, 2024 had approved the sale of shares held by the Company in NHFPL to WITKOPEEND B.V. an affiliate of BPEA EQT Mid-Market Growth Partnership (“EQT”) and the same was approved by the shareholders of the Company via. postal ballot on October 26, 2024.

Pursuant to the necessary approvals being received, the Company sold 45,00,00,000 equity shares of ? 10/- each held by it in NHFPL (i.e., 100% of shareholding”) to WITKOPEEND B.V. at a consideration of ? 37.91 per share and accordingly, NHFPL ceased to be the subsidiary of the Company w.e.f. July 17, 2025.

The audited standalone financial statements of each of the subsidiaries are available on the website of the Company at https://www.indostarcapital.com/ investors-corner. Members interested in obtaining a copy of the audited standalone financial statements of the subsidiaries may write to the Company Secretary at the Registered & Corporate Office of the Company or at investor. relations@indostarcapital. com. The Company's policy for determination of material subsidiary, as adopted by the Board of Directors, in conformity with regulation 16 of the Listing Regulations, can be accessed on the Company's website at https://www.indostarcapital. com/investors-corner#investor-relations. In terms of the said policy NHFPL continue to be a material subsidiary of the Company during the financial year 2024-25.

Further, pursuant to the requirement of appointing an Independent Director of the Company on the board of directors of NHFPL in terms of explanation to Regulation 24(1) of the Listing Regulations, Ms. Naina Krishna Murthy, Independent Director of the Company, was appointed as the Independent Director on the Board of NHFPL w.e.f. April 22, 2024.

The Audit Committee reviews the financial statements of subsidiaries of the Company, the investments made by its subsidiaries and the statement of all significant transactions and arrangements entered into by the subsidiaries, if any, in terms of the Listing Regulations. The minutes of board meetings of the unlisted subsidiary companies and presentations on business performance of material subsidiary, are placed before the Board.

Niwas Housing Finance Private Limited (erstwhile IndoStar Home Finance Private Limited) ("NHFPL”)

NHFPL is registered with the National Housing Bank as a housing finance company without accepting public deposits and primarily focuses on providing affordable home finance. NHFPL commenced business operations in mid of 2017 and has built a quality and profitable portfolio of over ' 3,091 crore as on March 31, 2025. NHFPL operates in 9 states and 1 Union Territory across India through various branches and has an employee base of over 1,454 employees as on March 31, 2025.

During the year under review, the total income of NHFPL was ' 409.08 crore (previous year: ' 290.43 crore). The operations of NHFPL during the year under review has resulted in profit after tax of ' 67.76 crore (previous year: ' 44.10 crore). The other key performance indicators of NHFPL are: (a) Return on Assets: 3.30% (b) Capital to Risk Weighted Assets Ratio: 49.80% (c) Debt-Equity Ratio: 3.43:1; (d) Assets Under Management: ' 3,091 crore which is 36% YoY growth (previous year: 2,270 crore which is 40% YoY growth); (e) Disbursements: ' 1,208 crore (previous year: ' 937 crore); (f) Gross Stage 3 assets: 1.35%; and (g) Cash & cash equivalent including undrawn lines: ' 401.13 crore (previous year: ' 397 crore).

During the year, Insurance Regulatory and Development Authority of India (“IRDAI”) had granted a license dated August 19, 2024 to NHFPL to act as composite corporate agent for solicitation and procurement of insurance business for life insurers, general insurers and health insurers as specified under IRDAI Regulations.

Further, w.e.f. November 22, 2024, name was changed from “IndoStar Home Finance Private Limited” to “Niwas Housing Finance Private Limited”.

IndoStar Asset Advisory Private Limited (“IAAPL”)

IAAPL is enabled under its objects to carry on the business of inter-alia advising, managing, providing investment advisory services, financial advisory services, management and facilitation services. IAAPL acted as an investment manager to IndoStar Credit Fund and IndoStar Recurring Return Credit Fund, both, Category II Alternative Investment Funds registered with the Securities and Exchange Board of India (“SEBI”). Presently, IAAPL is in process of surrendering the registration of IndoStar Credit Fund and IndoStar Recurring Return Credit Fund.

During the year under review, the total income of IAAPL was ' 0.24 crore (previous year: ' 0.19 crore) and the Profit after tax was ' 0.17 crore (previous year: loss after tax was ' 0.12 crore).

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the Listing Regulations and the RBI Directions, the Management Discussion and Analysis Report for the year under review is presented in a separate section forming part of the Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (“BRSR”)

Pursuant to Regulation 34 of the Listing Regulations, detailed BRSR report, in the format as prescribed by Securities and Exchange Board of India (“SEBI”), describing various initiatives taken by the Company towards the environmental, social and governance aspects is annexed as a part of this Report as Annexure V and is also available on the website of the Company at https://www.indostarcapital.com/ investors-corner#investor-relations.

REPORT ON CORPORATE GOVERNANCE

The Corporate Governance Report for the year under review, including disclosures as stipulated under Regulation 34 read with Schedule V of the Listing Regulations and the RBI Directions is annexed to and forms an integral part of this Board's Report.

The Managing Director and the Chief Financial Officer have certified to the Board in relation to the financial statements and other matters as specified in the Listing Regulations.

A certificate from M/s. Mehta and Mehta, Practicing Company Secretaries, with respect to compliance with the conditions of Corporate Governance as prescribed under the Listing Regulations is annexed to the Corporate Governance Report.

SHARE CAPITAL Authorized Share Capital

The Authorized Share Capital of the Company stood at ' 200,00,00,000 (Indian Rupees Two Hundred crore Only) divided into (a) 18,75,00,000 (eighteen crore seventy five lakhs) equity shares of ' 10 (Indian Rupees Ten only) each, amounting to ' 1,87,50,00,000 (Indian Rupees One Hundred Eighty Seven Crores Fifty Lakhs only); and (b) 1,25,00,000 (One Crore Twenty Five Lakh) preference shares of ' 10 (Indian Rupees Ten only) each, amounting to 12,50,00,000 (Indian Rupees Twelve Crore Fifty Lakh Only).

Issued, Subscribed and Paid-up Share Capital

As on March 31, 2025, the issued, subscribed and paid-up share capital of the Company stood at ' 1,36,09,74,470 divided into 13,60,97,447 equity shares of ' 10 each.

During the year under review, the Company issued and allotted 18,152 equity shares to its eligible employees under the Company's Employees' Stock Option Plan 2016 and 2018. As a result, the issued, subscribed and paid- up equity share capital of the Company increased from 1,36,07,92,950 (comprising 1,36,07,92,95 equity shares of the face value of 10/- each) to 1,36,09,74,470 (comprising 13,60,97,447 equity shares of the face value of 10/- each). The equity shares issued under the Employees' Stock Option Scheme ranks pari-passu with the existing equity shares of the Company.

Issue and allotment of convertible warrants

On March 22, 2024, your company via special resolutions passed at the Extra Ordinary General Meeting of the Company approved the issuance of convertible warrants on a preferential basis and accordingly the following allotments were made during the year under review:

*25% of the total consideration. Balance 75% to be received upon conversion of warrants into Equity shares. #80% of the total consideration. Balance 20% to be received upon conversion of warrants into Equity shares.

Utilisation of funds raised through issue of convertible warrants:

The total fund raised through issue of convertible warrants as stated above were utilized and deployed towards growth objectives of the Company, including to augment the Company's capital base, for onward lending by way of disbursement of loans to borrowers in the ordinary course of the Company's businesses, in accordance with objects stated in the Letter of Offer issued by the Company.

As on March 31, 2025, there were no unutilized funds lying in the account of the Company.

DEPOSITS

The Company has not accepted any public deposits during the year under review and shall not accept any deposits from the public without obtaining prior approval of the RBI. Further, the Company being an NBFC, the disclosure requirements under Chapter V of the Act read with Rule 8(5)(v) and 8(5)(vi) of the Companies (Accounts) Rules, 2014 are not applicable to the Company.

RESOURCES AND LIQUIDITY

The Company has diversified funding sources including public sector banks, private sector banks, mutual funds, insurance companies and financial institutions. Funds were raised through various modes including bank borrowings, issuance of nonconvertible debentures on private placement basis as well as public issue of non-convertible debentures, issue of commercial papers, issue of convertible

warrants and sale / assignment / securitization of loan assets of the Company etc.

During the year under review, your Company continued with its diverse methods of sourcing funds including borrowing through Secured and Unsecured Debentures, Term Loans, Pass Through Certificate (PTC) Borrowings, Commercial Papers, etc. and maintained a prudent Asset Liability match throughout the year. Leveraging its longstanding relationships with lenders, investors and intermediaries, the Company effectively managed its cost of funds despite the challenging liquidity and interest rate environment. The Company sourced long-term debentures and loans from banks and other institutions at competitive interest rates without compromising the right mix of long and short-term borrowings, thereby maintaining a healthy asset liability position. The Company continues to expand its borrowing profile by tapping into new lenders and geographies.

The Company continued to receive support for its money market issuances from banks through subscription of Commercial Papers (CPs) and Nonconvertible Debentures (NCDs), and for

securitisation through investment in PTCs. The Company maintained strong relationship with all lending banks, which supported the borrowing plan for the financial year 2024-25.

The Company successfully launched its maiden public issue of Secured Redeemable NCDs in September 2024. The issue aimed

to raise '300 crore, with a base issue size of ' 150 crore and an option to retain oversubscription up to another ' 150 crore. The issue was subscribed to the extent of ' 265.59 crore.

Securitisation

During the year under review, the Company successfully completed eight securitisation transactions through investment in PTCs aggregating to ' 1,016.94 crore (Previous year ' 1,113.29 crore).

Non-Convertible Debentures (“NCDs”)

During the year under review, your Company raised an aggregate of ' 1,155.59 crore through issuance of NCDs as detailed hereunder:

1. Private Placement: ' 890.00 crore was raised though issuance of secured, redeemable NCDs on private placement basis (previous year: ' 2,455 crore).

2. Public Issue: ' 265.59 crore was raised through the maiden public issuance of Secured Redeemable NCDs.

As specified in the respective offer documents, the funds raised from issuance of NCDs were utilised for various financing activities including onward lending, repayment of existing indebtedness, working capital requirements and other general corporate purposes of the Company. Till the pending utilization of funds for stated purpose, the funds were temporarily invested in mutual funds/Banks FDs/ maintained a balance in current accounts. Details of the end-use of funds were furnished to the Audit Committee on a quarterly basis. The NCDs are listed on the debt market segment of BSE Limited.

Commercial Paper

As at March 31, 2025, the Company had Commercial Paper (“CPs”) with an outstanding amount (face value) of ' 535 crore (previous year: ' 660 crore). CPs constituted approximately 8.41 % of the outstanding borrowings as at March 31, 2025. The CPs of the Company are listed on the debt market segment of the BSE Limited.

Bank Borrowings (Term Loans)

During the year, your Company has borrowed an aggregate of ' 1,865 crore (previous year: ' 762.50 crore) through bank borrowings with an outstanding of ' 1,956 crore as on March 31, 2025.

Your Company continues to be adequately capitalized and is in compliance with capital adequacy norms prescribed by the RBI. Your Company has sufficient liquidity to satisfy its short-term and long-term liabilities.

CREDIT RATING(S)

Credit Ratings assigned to the Company as on March 31, 2025 is summarized below:

During the year under review, CARE Ratings Limited did not revise the ratings and retained the same ratings as earlier assigned to the long-term or shortterm debts.

During the year under review, while CRISIL did not revise the long-term or short-term rating and retained them at CRISIL AA- and CRISIL A1+ respectively; while it removed “Negative” outlook and assigned “Stable” outlook.

DEBT EQUITY RATIO

Your Company's Debt Equity ratio as on March 31, 2025 stood at 2.03 times.

CAPITAL ADEQUACY RATIO

Your Company is well capitalized to provide adequate capital for its continued growth. As on March 31, 2025,

the Capital to Risk Assets Ratio (“CRAR”) of your Company stood at 28.46% well above the regulatory limit of 15% as prescribed by the RBI for NBFCs.

NET OWNED FUNDS

The Net Owned Funds of your Company as on March 31, 2025 stood at ' 2,299.65 crore (previous year: ' 1,741.26 crore).

DIRECTORS AND KEY MANAGERIAL PERSONNEL

At present, the Board of Directors of your Company comprises 8 (eight) Directors of which 3 (three) are Non-Executive Independent Directors, of whom 2 (two) are Woman Director, 4 (four) are NonExecutive Non-Independent Directors and 1 (one) is Executive Director. The Chairperson of the Board of Directors is a Non-Executive Independent Director. The Board composition is in compliance with the requirements of the Act, the Listing Regulations and the RBI Directions. Detailed composition of the Board of Directors of the Company has been provided in the Corporate Governance Report which is annexed to and forms an integral part of this Board's Report.

Appointment and Cessation:

All appointments of Directors are made in accordance with the relevant provisions of the Act, the Listing Regulations, the RBI Directions and other laws, rules, guidelines as may be applicable to the Company. The Nomination & Remuneration Committee (“NRC”) exercises due diligence inter-alia to ascertain the 'fit and proper' status of person who is proposed to be appointed on the Board of Directors of the Company, and if deemed fit, recommends their candidature to the Board of Directors for consideration.

During the year under review, the Board of Directors, upon recommendation of the NRC , at their meeting held on May 13, 2024, approved and recommended appointment of Mr. Randhir Singh as the Whole Time Director and Executive Vice Chairman of the Company to the shareholders of the Company. The shareholders approved the appointment of Mr. Randhir Singh as the Whole Time Director and Executive Vice Chairman by passing a special resolution through postal ballot on June 28, 2024 effective from the date as may be decided by the Board of Directors/its committee. Mr. Randhir Singh assumed office as the Whole Time Director and Executive Vice Chairman of the Company with effect from July 22, 2024.

Mr. Bobby Parikh, Non-Executive Independent Director and Chairman completed his second term of 5 years as an Independent Director in the Company on March 04, 2025. Considering the valuable contribution made by Mr. Parikh towards the growth and success

of the Company and his profound understanding of the Company's operations, the regulatory framework governing its activities, and extensive experience in the financial services sector, Mr. Parikh was thereafter appointed as the Non-Executive Director of the Company with effect from March 05, 2025. Following the completion of Mr. Parikh's tenure as an Independent Director and Chairman of the Company, the Board of the Company consisted of only 2 Independent Directors, as against the requirement of a minimum of one-third of the Board of Directors being independent. After identifying and shortlisting suitable candidates and conducting proper due diligence process, the Company appointed Ms. Sujatha Mohan (DIN: 10743626) as an Independent Director w.e.f. April 21, 2025 and the Company has since been in compliance with Regulation 17(1) (b) of the Listing Regulations.

Consequent to expiry of term of Mr. Parikh as Independent Director and Chairman of the Company, Ms. Naina Krishna Murthy (DIN: 01216114) was appointed as Chairperson of the Board of Directors effective from March 05, 2025.

During the year under review Mr. Vibhor Kumar Talreja (DIN: 08768297), Non-Executive Director of the Company resigned from the position of Director w.e.f. March 03, 2025.

Mr. Vinodkumar Panicker ceased to be the Chief Financial Officer pursuant to his retirement effective March 03, 2025. Subsequently, Mr. Jayesh Jain was appointed as Chief Financial Officer of the Company effective the same date.

Mr. Karthikeyan Srinivasan, (DIN: 10056556) resigned from his role as Whole-Time Director & Chief Executive Officer with effect from May 11, 2025 and Mr. Randhir Singh was re-designated and appointed as Managing Director designated as Executive Vice Chairman of the Company, not liable to retire by rotation, with effect from May 11, 2025. He will continue in this role untill the end of his current term till July 21, 2029.

Director(s) Retiring by Rotation

In terms of Section 152(6) of the Act read with the Articles of Association of the Company, Mr. Devdutt Marathe (DIN: 10294876), shall retire by rotation and being eligible, have offered himself for reappointment at the ensuing Annual General Meeting of the Company. Brief profile of Mr. Devdutt Marathe have been included in the notice convening the ensuing Annual General Meeting.

Re-appointment of Independent Directors

None of the Independent Director(s) on the Board of Directors of the Company is due for re-appointment.

Resignation of Independent Director(s)

During the year under review, none of the Independent Director(s) on the Board of Directors of the Company had resigned before the expiry of their respective tenure(s).

Appointment of Independent Director(s)

The Nomination and Remuneration Committee (“NRC”) after considering, (i) the relevant skills, background and experience, (ii) declaration/ disclosure/consents received and (iii) after ensuring “fit and proper” status, recommended to the Board appointment Ms. Sujata Mohan (DIN: 10743626) as an Independent Director of the Company for a term of five years in terms of Section 149(10) of the Act. The Board unanimously endorsed the view of the NRC and recommended to the Shareholders of the Company, the appointment of Mr. Sujata Mohan as an Independent Director of the Company, not liable to retire by rotation, to hold office for a term of five years, effective from April 21, 2025. On May 24, 2025, the Shareholders of the Company, by way of a special resolution passed through Postal Ballot conducted through remote e-voting mode, approved the appointment of Ms. Sujata Mohan as an Independent Director of the Company for the above-mentioned tenure.

The Board is of the opinion that Ms. Sujata Mohan possess requisite qualifications, experience and expertise and hold the highest standards of integrity and her association would be of immense benefit and value to the Company.

Director(s) Declaration and Disclosures

Based on the declarations and confirmations received in terms of the provisions of the Act, the Listing Regulations and the RBI Directions, none of the Directors on the Board of your Company are disqualified from being appointed or continuing as Directors.

A certificate from H Choudhary & Associates, Practicing Company Secretary, confirming that none of the Directors on the Board of the Company as on March 31, 2025 have been debarred or disqualified from being appointed or continuing as Director on the Board of the Company by SEBI, the Ministry of Corporate Affairs or any such statutory authority, forms part of the Governance Report which is annexed to and forms an integral part of this Board's Report. Further, all the Directors meet the fit and proper criteria stipulated under the RBI Master Directions, as amended.

The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Act and Regulations 16(1)(b) and

25(8) of the Listing Regulations, that he/she meets the criteria of independence as laid out in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

Key Managerial Personnel (“KMP”)

During the year under review, Mr. Randhir Singh was appointed as Whole-Time Director designated as an Executive Vice Chairman of the Company w.e.f. July 22, 2024 and was designated as a KMP on October 18, 2024. Mr. Jayesh Jain was appointed as the Chief Financial Officer w.e.f. March 03, 2025 on retirement of Mr. Vinodkumar Panicker from the office of Chief Financial Officer.

On May 11, 2025, Mr. Karthikeyan Srinivasan resigned from the designation of Chief Executive Officer and Whole-Time Director and Mr. Randhir Singh was redesignated and appointed as Managing Director designated as Executive Vice Chairman of the Company.

Following are the KMPs of the Company as on date of this Board's Report:

Mr. Randhir Singh Managing Director &

Executive Vice Chairman Mr. Jayesh Jain Chief Financial Officer

Ms. Shikha Jain Company Secretary &

Compliance Officer

MEETINGS

The Board and Committees meet at regular intervals inter-alia to discuss, review and consider various matters including business performance, strategies, policies and regulatory updates and impact. During the year under review, the Board met 15 (fifteen) times and several meetings of Committees including the Audit Committee were held. Details with respect to the meetings of the Board of Directors and Committees held during the year under review, including attendance by Directors / Members at such meetings have been provided in the Corporate Governance Report which is annexed to and forms an integral part of this Board's Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

In terms of provisions of Section 118 of the Act, your Company is in compliance with Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meeting (SS-2) issued by the Institute of Company Secretaries of India. Resolutions passed by circulation are duly placed before the Board in the subsequent Meeting and the text thereof is recorded in the minutes in compliance with SS-1. However, in some cases, details of dissent or abstention, if any, were not specifically noted. The Company is committed to strengthening its processes to ensure complete and continued compliance.

BOARD COMMITTEES

The Board of Directors, in compliance with the requirements of various laws applicable to the Company, as part of good corporate governance practices and for operational convenience, has constituted several committees to deal with specific matters and has delegated powers for different functional areas to different committees.

The Board of Directors has amongst others, constituted the following:

• Audit Committee

• Risk Management Committee

• Nomination & Remuneration Committee

• Asset Liability Management Committee

• Corporate Social Responsibility Committee

• Stakeholders Relationship Committee

• Customer Service Committee

• IT Strategy Committee

• IT Steering Committee

• Borrowing Committee (erstwhile Debenture Committee)

• Management Committee

• Internal Complaints Committee(s)

• Banking Committee

• ESG Working Committee

• Disciplinary Committee

• Debt- Public Issue Committee

• New Product Committee

• Information Security Committee

• KYC AML Committee

• Review Committee

• Identification Committee

• Committee of Executives

Detailed note on the composition of the Board and its committees, including its terms of reference and meetings held are provided in the Corporate Governance Report. The composition and terms of reference of the Committees of the Board of the Company is in line with the provisions of the Act, the Listing Regulations and RBI Directions.

PERFORMANCE EVALUATION

In terms of the provisions of the Act and the Listing Regulations, the Board of Directors adopted a Board Performance Evaluation Policy to set out a formal mechanism for evaluating performance of the Board, that of its committee(s) and individual Directors including the Chairperson. Additionally, in order to outline detailed process and criteria to be considered for performance evaluation, the Nomination & Remuneration Committee (“NRC”) has put in place the 'Performance Evaluation Process - Board, Committees and Directors', which forms an integral part of the Board Performance Evaluation Policy. The questionnaires for performance evaluation are comprehensive and in alignment with the guidance note on Board evaluation issued by the SEBI, vide its circular no. SEBI/HO/CFD/CMD/CIR/P/2017/004 dated January 05, 2017 and are in line with the criteria and methodology of performance evaluation approved by the NRC.

In terms of the requirement of Schedule IV of the Act and Regulation 25 of the Listing Regulations, a separate meeting of the Independent Directors was held on February 21, 2025 to review the performance of the Board, Non-Independent Directors, Board Committees, individual Directors and the Chairperson.

A statement indicating the manner in which formal evaluation of the performance of the Board, Committee(s) of the Board, individual Directors including the Chairman during the year under review was carried out, is provided in the Corporate Governance Report which is annexed to and forms an integral part of this Board's Report.

The Board of the Company was satisfied with the functioning of the Board and its Committees. The Committees are functioning well and besides covering the Committees' terms of reference, as mandated by applicable laws, important issues were brought up and discussed in the Committee Meetings. The Board was also satisfied with the contribution of Directors in their individual capacities. The Board has full faith in the Chairperson leading the Board effectively and ensuring participation and contribution from all the Board Members.

An annual performance evaluation exercise was carried out in compliance with the applicable provisions of the Act, Listing Regulations, the Company's Code of Independent Directors and the criteria and methodology of performance evaluation approved by the NRC as under:

Outcome and results of the performance evaluation

As on March 31, 2025, all the Directors of your Company had participated in the evaluation process. The Directors expressed their satisfaction with the Annual performance evaluation process of Board & Committees. The results of the Evaluation for the year under review were shared with the Board, Chairperson of respective Committees and individual Directors.

It was noted that the meetings of the Board and Committees are well managed in terms of comprehensive updates sent well in advance, constructive participation and deliberations at the meeting led by the Chair, enabling Board and Committees to fulfil their statutory / review role and focus on Governance and Internal Controls. It was also noted that the Company during the year under review facilitated familiarisation on Prohibition of

Insider Trading Regulations and the other regular updates were provided to the Board on all key matters.

The results of Evaluation showed high level of commitment and engagement of Board, its various Committees and senior leadership. Based on the outcome of the evaluation for the year under review, the Board shall enhance its focus on providing strategic direction, digital initiatives, oversee regulatory matters and maintaining high standards of governance, to enhance value for all stakeholders while deepening its focus on ESG and risk management. Based on the results of the evaluation, the Board has agreed on an action plan to further improve the effectiveness and functioning of the Board. The suggestions from previous evaluations were implemented by the Company during Financial year 2024-25.

FAMILIARISATION PROGRAMME FOR

INDEPENDENT DIRECTORS

In compliance with the requirements of the Listing Regulations, the Company has adopted and put in place a Familiarisation Programme for Independent Directors to familiarize Independent Directors inter- alia with the industry in which your Company and its subsidiaries operate, the Company's business model and its operations in order to give them an insight into the Company's business and its functioning. A formal letter of appointment is given to Independent Directors at the time of their appointment which lays down the fiduciary duties, roles and responsibilities of an Independent Director. The terms and conditions of appointment of Independent Directors is available on the website of the Company at https:/^www. indostarcapital.com/investors-corner#investor- services.

In terms of Regulation 46 of the Listing Regulations, the details of familiarisation programmes imparted to the Independent Directors during the year under review including details of number of programmes and number of hours spent by each Independent Director are available on the website of the Company at https://www.indostarcapital.com/investors-corner #investor-services.

POLICY ON APPOINTMENT OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL

In terms of Section 178 (2) of the Act, the Listing Regulations and the RBI Directions, the Board of Directors adopted a 'Policy on Selection Criteria / “Fit & Proper” Person Criteria' inter-alia setting out parameters to be considered for appointment of Directors and Senior Management Personnel of the Company.

During the year under review, the Board of Directors approved amendment to the above Policy in order to align the same with the Act, Listing Regulations and RBI Directions. Details of the Policy on Selection Criteria / “Fit & Proper” Person Criteria have been provided in the Corporate Governance Report which is annexed to and forms an integral part of this Board's Report and is also available on the website of the Company at https://www.indostarcapital.com/ investors-corner#investor-services.

REMUNERATION POLICY, DISCLOSURE OF REMUNERATION & PARTICULARS OF EMPLOYEES

Remuneration Policy

Your Company has also adopted the Policy on Remuneration of Directors, Key Managerial Personnel, Senior Management and other Employees of the Company in accordance with the provisions of Subsection (4) of Section 178 of the Act, RBI Directions notified by the RBI and Listing Regulations.

During the year under review, the Policy on Remuneration of Directors of the Company was amended to, inter-alia, align with existing legal provisions and introduce certain standard clauses. Details of the Remuneration Policy have been provided in the Corporate Governance Report which is annexed to and forms an integral part of this Board's Report. The Remuneration Policy is also available on the website of the Company at https:// www.indostarcapital.com/investors-corner#investor- services.

Employee Remuneration

In terms of Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the disclosures with respect to the remuneration of Directors, Key Managerial Personnel and employees of the Company have been provided at Annexure III to this Board's Report.

Statement containing details of employees as required in terms of Section 197 of the Act read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is available for inspection at the Registered & Corporate Office of the Company during working hours for a period of 21 days before the date of the ensuing 16^th Annual General Meeting. A copy of the statement may be obtained by shareholders by writing to the Company Secretary at the Registered & Corporate Office of the Company or at investor. relations@indostarcapital.com.

The Board of Directors confirm that remuneration paid to the Directors was as per the Remuneration Policy of the Company.

Details of remuneration paid to the directors of the Company as required to be disclosed under clause IV of Section II of Schedule V of the Act has been provided in the Corporate Governance Report which is annexed to and forms an integral part of this Board's Report.

EMPLOYEE STOCK OPTION PLANS (“ESOP PLANS")

Your Company believes that its success and ability to achieve its objectives is largely determined by the quality of its workforce and recognises that not only good employment opportunities but also additional motivating mechanisms are needed to incentivize employees and aligning their interest with the interest of the Company. In recognition of the said objective, the Company adopted and implemented IndoStar ESOP Plan 2012 (“ESOP 2012”), IndoStar ESOP Plan 2016 (“ESOP 2016”), IndoStar ESOP Plan 2016-II (“ESOP 2016-II”), IndoStar ESOP Plan 2017 (“ESOP 2017”) and IndoStar ESOP Plan 2018 (“ESOP 2018”) (collectively referred to as “ESOP Plans”) to attract, retain, motivate and incentivise employees of the Company and its holding / subsidiary companies. Pursuant to the special resolution passed through Postal Ballot on June 28, 2024, the shareholders of the Company approved the amendment to the IndoStar ESOP Plan 2018 (“ESOP 2018”), to ensure that the ESOP 2018 provides the NRC the flexibility to customise the grant, vesting and exercise conditions for the various levels of employees and those which meet industry remuneration standards.

During the year under review, the Nomination and Remuneration Committee (the “NRC”) has granted 7,47,424 stock options to the eligible employees of the Company under the Company's Employees' Stock Option Plan (the “ESOP”) under the different plans of the Company. Further, the Board of Directors at its meeting dated May 13, 2024 on the recommendation of the NRC had approved grant of stock options equal to or exceeding 1% (one percent) of issued capital of the Company i.e., 17,00,000 options under IndoStar ESOP Plan 2018 to Mr. Randhir Singh, Managing Director and Executive Vice Chairman, the same was also approved by the shareholders via postal ballot on June 28, 2024.

The ESOP Plans of the Company are implemented and administered by the NRC.

The Board of Directors confirms that the ESOP Plans are in compliance with the provisions of the Act and Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended (“SBEB & SE Regulations”) A certificate from the Secretarial Auditors of the Company confirming that the Scheme has been

implemented in accordance with SEBI SBEB Regulations, is placed at the website of the Company at https://www.indostarcapital.com/investors-

corner#investor-services.

The applicable disclosures as stipulated under SBEB & SE Regulations for the year ended March 31, 2025, with regards to the ESOP Plans, is uploaded on the Company's website and can be accessed at the https://www.indostarcapital.com/investors- corner#investor-services.

AUDITORS

Statutory Auditors & their Report

In terms of the provisions of the Act and the guidelines issued by RBI on April 27, 2021 for appointment of statutory auditors for NBFCs, M S K A & Associates, Chartered Accountants, (Firm registration no. 105047W), Mumbai were appointed as the Statutory Auditors of the Company, for a period of three (3) consecutive years from the conclusion of the 14^th Annual General Meeting until the conclusion of the 17^th Annual General Meeting.

The Statutory Auditors have issued their unmodified opinion, both on standalone and consolidated financial statements, for the financial year ended March 31, 2025. They have not highlighted any qualifications, reservations, adverse remarks or disclaimers. The Statutory Auditors have not reported any incidents of material fraud to the Audit Committee of the Board during the financial year 2024-25. The notes to the accounts referred to in the auditor's report are selfexplanatory and therefore do not call for any further explanation and comments.

Secretarial Auditors & their Report

Pursuant to the requirements of Section 204(1) of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Mehta & Mehta, Practicing Company Secretaries, to conduct the Secretarial Audit for the financial year under review.

The Secretarial Audit Report in Form MR-3 for the financial year under review, as received from M/s. Mehta & Mehta, Company Secretaries, is attached as Annexure I to the Board's Report.

M/s. Mehta & Mehta, Company Secretaries, in their report on the secretarial audit of your Company for the financial year ended March 31, 2025 have submitted following remarks/qualifications:

1. As per Secretarial Standard -1, resolutions passed by circulation shall be noted at a subsequent Meeting of the Board and the text thereof with

dissent or abstention, if any, shall be recorded in the Minutes of such Meeting. However, abstention is not noted in board meeting.

2. Regulation 17(1) (b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 prescribes the requirement of having at least one- third of the Board of Directors as Independent Directors. However, the composition of the Board is not duly constituted in the absence of requisite number of Independent Directors.

3. The Company has failed to adhere to Regulation 19(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 by appointing Ms. Naina Krishna Murthy as the Chairperson of the Nomination & Remuneration Committee, effective March 05, 2025. Who is also the Chairperson the Board.

Director's Response to the remarks/qualification in

Secretarial Audit Report:

1. The Company has noted the remark made and has strengthen its processes and maker-checker system in order to ensure compliance with the applicable to laws/regulations/rules.

2. The Company was in compliance with the

provisions of Regulation 17(1) (b) of the

SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (“Listing Regulations”) until March 4, 2025. Consequent to the expiry of the term of Mr. Bobby Parikh, as Independent Director and Chairman of the Company on March 4, 2025, the Board of the Company consisted of only 2 Independent Directors, as against the requirement of a minimum of 1/3rd of the Board of Directors being independent.

It is submitted that in order to ensure continued compliance with Regulation 17(1) (b) and considering the importance and criticality of the position of Independent Director on the Board, the Company had initiated the process of identifying a suitable candidate well in advance to the impending expiry of term of Mr. Parikh on March 4, 2025. However, identifying a qualified individual whose expertise and experience aligned with the Company's values and principles and which could contribute positively to the business of the Company and its stakeholders took longer than as anticipated. It may be noted that after identifying and shortlisting suitable candidates and conducting proper due diligence process, the Company

appointed Ms. Sujatha Mohan (DIN: 10743626) as an Independent Director w.e.f. April 21, 2025 and the Company has since been in compliance with Regulation 17(1) (b) of the Listing

Regulations.

3. Pursuant to expiry of term of Mr. Bobby Parikh as Independent Director on March 4, 2025, Ms. Naina Krishna Murthy, Independent Director and having a relevant legal background, was appointed as Chairperson of the Committee for the time being, subsequently, the Board, at its meeting held on April 29, 2025, again reconstituted the Committee by appointing Mr. Hemant Kaul as a Member and Chairperson of the Committee who is not the Chairperson of the Board or the Company.In terms of Regulation 24A(2) of the Listing Regulations, Annual Secretarial Compliance Report with respect to all applicable compliances under regulations and circulars / guidelines issued by the Securities and Exchange Board of India from M/s. Mehta & Mehta, Practicing Company Secretaries in prescribed format for the financial year ended March 31, 2025 has been submitted to the stock exchanges.

A copy of the secretarial audit report for the financial year 2024-25 issued to Niwas Housing Finance Private Limited (Erstwhile IndoStar Home Finance Private Limited), a material unlisted subsidiary of the Company is attached as Annexure II to the Board's Report.

Pursuant to Regulation 24A of Listing Regulations, the Board of Directors have recommended to the shareholders for approval, the appointment of M/s. Mehta & Mehta, Practicing Company Secretaries as Secretarial Auditors of the Company for a term of five (5) consecutive years, from 2025-26 to 2029-30.

Cost record and cost audit

Maintenance of cost records and requirements of cost audit as prescribed under the provisions of section 148(1) of the Act is not applicable for the business activities carried out by the Company.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

In terms of Section 177(9) and Section 177(10) of the Act and the Listing Regulations, the Board of Directors adopted a Whistle Blower Policy and Vigil Mechanism, inter-alia to provide a mechanism for internal stakeholders of the Company and external stakeholders including vendors, suppliers, consultants, agents including the Directors, employees of the Company to approach the Audit Committee of the Company and to report genuine concerns related

to unethical behavior, actual or suspected fraud, violation of any applicable laws, codes of conduct or policies of the Company, any suspected misconduct/ illegal/ improper conduct and leak or suspected leak of unpublished price sensitive information. The Whistle Blower Policy and Vigil Mechanism provides for adequate safeguards against victimization of stakeholder who report genuine concerns under the mechanism.

During the year under review, the Board of Directors approved amendment to Whistle Blower Policy / Vigil Mechanism broadening the scope of the policy. The Whistle Blower Policy and Vigil Mechanism is uploaded on the website of the Company and can be accessed at Investors corner - IndoStar Capital Finance Limited . More details have been provided in the Corporate Governance Report which is annexed to and forms an integral part of this Board's Report.

During the year, the Company has received 3 (three) whistle blower complaints. All the three cases were investigated and appropriate actions were taken.

The Audit Committee is apprised of the vigil mechanism on a periodic basis. During the year, no person was denied access to the Chairperson of the Audit Committee. A quarterly report on the whistle blower complaints is placed before the Audit Committee for its review.

CORPORATE SOCIAL RESPONSIBILITY

In terms of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 (“CSR Rules”), the Board of Directors have constituted a Corporate Social Responsibility (CSR) Committee and in light of your Company's philosophy of being a responsible corporate citizen, the Board of Directors adopted a CSR Policy which lays down the principles and mechanism for undertaking various projects / programs as part of Company's CSR activities. During the year under review, the Company was not required to spend any amount towards CSR activities as prescribed under Section 135 of the Act and hence, disclosure pursuant to Section 134(3)(o) of the Act is not applicable to the Company.

During the year under review, the Board of Directors approved amendment to Corporate Social Responsibility Policy to include “promotion of sports” as one of the CSR project/activity and other regulatory amendments in line with the Act. Details of the composition of the CSR Committee and the CSR Policy have been provided in the Corporate Governance Report which is annexed to and forms an integral part of this Board's Report.

RISK MANAGEMENT FRAMEWORK

Your Company has in place a mechanism to identify, assess, monitor and mitigate various risks associated with the business of the Company. Major risks identified by the business and functions, if any, are systematically addressed through mitigating actions on a continuing basis. The Board of Directors have adopted a Risk Management Framework and Policy which inter-alia integrates various elements of risk management into a unified enterprise-wide policy.

The Risk Management Committee of the Company has not identified any elements of risk which in their opinion may threaten the existence of your Company. Details of the risks and concerns relevant to the Company are discussed in detail in the Management Discussion and Analysis Report which forms part of the Annual Report.

The Board of Directors approved amendment to Risk Management Framework of the Company with the intention to make it more robust and to meet the requirement of the today's business environment. In compliance with the RBI Directions, the Board of Directors, on the basis recommendation of Risk Management Committee, amended the ICAAP Policy and Framework with the objective of ensuring availability of adequate capital to support all risks in business as also to enable effective risk management system in the Company.

The Chief Risk Officer (“CRO”) oversees and strengthens the risk management function of the Company. The CRO is invited to participate in meetings of the Board, Audit Committee, Asset Liability Committee and Risk Management Committee. The CRO along with members of the Senior Management apprises the Risk Management Committee and the Board on various aspects of risk assessment, including the process of identifying and evaluating risks, key risks, changes in risk ratings, the root cause of risks and their impact, key risk indicators, mitigation strategies, and action taken to manage and reduce these risks.

Details of the Risk Management Framework and Policy have been provided in the Corporate Governance Report which is annexed to and forms an integral part of this Board's Report.

INTERNAL CONTROL / INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company's well-defined organizational structure supported by documented policies, defined authority matrix and robust internal controls ensuring efficiency of operations, compliance with

internal system / policies and applicable laws. The internal control system / policies of your Company are further strengthened with internal audits, regular management reviews and external audits. It provides reasonable assurance in respect of financial and operational information, compliance with applicable statutes, safeguarding of assets of the Company, prevention and detection of frauds, accuracy and completeness of accounting records and also ensuring compliance with the Company's policies.

The Audit Committee continuously monitors the effectiveness of the internal controls system and policies of your Company. The Risk Management Committee and the Audit Committee periodically review various risks associated with the business of the Company along with risk mitigants and ensure that they have an integrated view of risks faced by the Company. The Board of Directors believes that internal control systems are commensurate with the nature, size and complexity of Company's operations.

The Statutory Auditors and the Internal Auditors of the Company have also confirmed that the internal financial control framework is operating effectively.

During the year under review, the Statutory Auditors have not reported any instances of fraud in the Company committed by officers or employees of the Company to the Audit Committee under Section 143(12) of the Act.

INTERNAL AUDIT

The Company has in place an robust Internal Audit Framework to monitor the efficacy of internal controls with the objective of providing to the Audit Committee and the Board of Directors, an independent and reasonable assurance on the adequacy and effectiveness of the Company's risk management, internal control and governance processes. The framework is commensurate with the nature of the business, size, scale and complexity of its operations with a Risk Based Internal Audit (RBIA) approach.

The Company has implemented a RBIA Programme in accordance with the requirements of RBI circular dated February 03, 2021. The Internal audit plan is approved by the Audit Committee and internal audits are undertaken on a periodic basis to independently validate the existing controls. Internal Audit Reports are regularly reviewed by the management and corrective action is initiated to strengthen controls and enhance the effectiveness of existing systems. Significant audit observations, if any, are presented to the Audit Committee along with the status of management's action plans and the implementation status of audit recommendations.

Separate meetings between the Head Internal Auditor and the Audit Committee

Separate meetings between the Heads Internal Auditor and the Audit Committee, without the presence of Management, were enabled to facilitate independent and transparent discussion amongst them. The meetings were held on April 24, 2024, September 18, 2024, December 18, 2024, March 12, 2025 and June 17, 2025.

CEO & CFO CERTIFICATE

Compliance Certificate in terms of Regulation 17(8) of the Listing Regulations on the audited financial statements and other matters prescribed therein, submitted to the Board of Directors by the CEO and CFO of the Company, for financial year ended March 31, 2025, is enclosed herewith at Annexure IV to this Board's Report.

CONTRACTS / ARRANGEMENTS WITH RELATED PARTIES AND RELATED PARTY TRANSACTION POLICY

During the financial year under review, all transactions entered into by the Company with related parties were in ordinary course of business and on arm's length basis and were not considered material as per the provisions of Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014. Hence, disclosure in Form AOC-2 under Section 134(3) (h) of the Act, read with the Rule 8 of the Companies (Accounts of Companies) Rules, 2014, is not applicable.

Further during the year under review, your company has amended the Related Party Transaction Policy as per the requirements of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024.

Prior approval of the Audit Committee is obtained for all Related Party Transactions (“RPTs”) including omnibus approval for transactions which are of a repetitive nature and entered into in the ordinary course of business and at arm's length in accordance with the Policy on Related Party Transactions of the Company. A statement on RPTs specifying the details of the transactions pursuant to each omnibus approval granted, is placed on a quarterly basis for review by the Audit Committee.

Pursuant to Regulation 23(9) of Listing Regulations, disclosures of RPTs are submitted to the Stock Exchanges on a half-yearly basis and published on the Company's website at https://www.indostarcapital. com/investors-corner#investor-relations.

Disclosure of the related party transactions as required under Ind AS - 24 are reported in Note 33 of the audited standalone financial statements of the Company for the financial year ended March 31, 2025.

Details of the Related Party Transaction Policy have been provided in the Corporate Governance Report which is annexed to and forms an integral part of this Board's Report.

ANNUAL RETURN

In terms of Section 134(3)(a) and Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, the Annual Return as at financial year ended March 31, 2025 in prescribed form No. MGT-7 is available on the website of the Company at https://www.indostarcapital.com/ investors-corner#investor-services.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

Your Company is committed to create an environment in which all individuals are treated with respect and dignity and promote a gender sensitive and safe work environment. Accordingly, the Board of Directors adopted a Care & Dignity Policy and also constituted an Internal Complaints Committee, in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Considering geographic diversification across the country and increase in number of employees, the Board of Directors have constituted Regional Internal Complaints Committees for North, West, East and South regions.

To ensure that all the employees are sensitized regarding issues of sexual harassment, the Company conducts online POSH trainings through the internal e-learning platform and knowledge community sessions.

Disclosures as required under Rule 8(5) of the Companies (Accounts) Rules, 2014, as stated below:

(a) number of complaints of sexual harassment received in the year: Nil

(b) number of complaints disposed off during the year: Nil

(c) number of cases pending for more than ninety days: Nil

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Details of unclaimed dividends and equity shares which are transferred to the Investor Education and Protection Fund and Investor Education and Protection Fund authority are mentioned in the General Shareholders' Information which forms a part of the Corporate Governance Report.

OTHER DISCLOSURES

During the year under review, there has been no change in the nature of business of your Company.

No material changes and commitments affecting the financial position of your Company have occurred between the end of year under review and date of this Board's Report except sale of material subsidiary of the Company viz. Niwas Housing Finance Private Limited as stated above under para “subsidiary companies and financial performance” in the Board's Report.

During the year under review, no orders have been passed against your Company by any regulator(s) or court(s) or tribunal(s) which would impact the going concern status and / or the future operations of your Company.

During the year under review, your Company, in the capacity of a financial creditor, has not filed petitions before the National Company Law Tribunal under the Insolvency and Bankruptcy Code, 2016 for recovery of outstanding loans against its customers, being corporate debtors.

During the year under review, there has been no instance of one-time settlement with any Bank(s) or Financial Institution(s).

The Company has complied with the applicable provisions relating to Maternity Benefits Act, 1961.

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

The operations of the Company are not energy intensive nor does they require adoption of specific technology and hence information in terms of Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 is not applicable to the Company. The Company has, however, implemented various energy conservation measures across all its functions which are highlighted in the BRSR forming part of this Report.

During the year under review, your Company did not have any foreign exchange earnings and did not incur any foreign currency expenditure (Previous year foreign exchange expenditure was ' 12.28 crore).

DIRECTORS RESPONSIBILITY STATEMENT

To the best of the knowledge and belief and according to the information and explanations obtained by them, pursuant to the provisions of Section 134(3) (c) read with Section 134(5) of the Act, the Directors hereby confirm that:

a) in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed and no material departures have been made from the same;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that year;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts 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) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively during the year ended March 31, 2025.

APPRECIATION AND ACKNOWLEDGEMENT

The Directors take this opportunity to express their appreciation to all stakeholders of the Company including the Reserve Bank of India, the Insurance Regulatory and Development Authority of India, the National Housing Bank, the Ministry of Corporate Affairs, the Securities and Exchange Board of India, the Government of India and other Regulatory Authorities, the BSE Limited, the National Stock Exchange of India Limited, the Depositories, Bankers, Financial Institutions, Debenture Trustees, Credit Rating Agencies, Members, Employees and Customers of the Company for their continued support and trust.