IBL Finance Ltd

Dear Shareholders,

The Board of Directors hereby submits the report of the business and operations of IBL FINANCE LIMITED ("the Company"), along with the audited financial statements, for the financial year ended March 31, 2025.

Founded with a vision to transform lending through technology, IBL Finance Limited began its journey in 2017 and transitioned to a public limited entity in 2023 and now operates as IBL Finance Limited. In FY 2023, IBL finance reached a major milestone by receiving approval from the National Stock Exchange of India (NSE) to list our equity shares on the SME platform becoming the only NBFC to receive fresh listing approval on NSE SME Emerge platform post-2019. We evolved into a fully digital fintech platform leveraging data science and automation to offer instant personal loans via our mobile app, ensuring a seamless and 100% digital experience. Our solutions are designed to serve the rapidly growing, digitally-connected Indian population, especially the underserved segments. Financial Year 2024 25 was a transformative year for IBL Finance.

We are proud to report that we crossed 100 crore in Assets Under

Management (AUM) a significant achievement that reflects our strategic planning, discipline and operational excellence. This growth was primarily driven by our expanding Financial Institution (FI) Lending portfolio, facilitated through successful partnerships with 36 national NBFCs. These collaborations have enabled us to strengthen our institutional lending vertical while maintaining a robust risk and compliance framework.

Our hybrid lending model a combination of digital retail lending via our mobile application and institutional financing through NBFC tie-ups continues to demonstrate resilience and scalability. This dual-engine approach positions IBL Finance to grow into a truly pan-India fintech NBFC, aligned with our long-term strategic roadmap.

One of the standout developments during the year was the introduction of a new fixed-income investment instrument: Secured Non-Convertible Debentures (NCDs). This product is thoughtfully designed to offer investors stable and attractive returns, while simultaneously supporting our efforts to diversify funding sources. The successful launch of NCDs marks a strategic milestone in building a more flexible and sustainable capital structure.

Over the years, we expanded our strategy to build a PAN-India retail MSME lending platform. By partnering with profitable financial institutions across geographies, we aim to understand diverse credit landscapes and sharpen our MSME product offerings true to our founding vision of supporting India's entrepreneurial ecosystem.

IBL Finance Limited offers a diverse portfolio of technology-enabled lending solutions tailored for individuals and MSMEs across India. Our focus remains on financial empowerment, responsible lending, and sustainable growth delivering value to both our customers and stakeholders.

FINANCIAL YEAR 2024-25 AT GLANCE Financial Highlights

During the year under review, the revenue from operation of the

Company stood at 1295.72 Lakhs as against that of 1412.24

Lakhs for previous year. Also, the Asset under management (AUM) of the Company stood at 10099.24 Lakhs as against that of

5075.50 Lakhs for previous year.

Profit before Tax for the financial year 2024-25 stood at 299.42 Lakhs as against Profit before Tax of 303.54 Lakhs making the net profit of 235.54 Lakhs for the financial year 2024-25 as against the net profit of 228.35 Lakhs for the financial year 2023-24.

The company has identified external customer experience-related dependencies and built capabilities to eliminate such dependencies. This will enable the company to offer an end-to- end integrated customer journey which will help to improve customer experience and reduce costs and thereby enhancing the profits of the company. The company has made significant investments in technology infrastructure, machine learning models and data analytics capabilities to strengthen offerings and customer experience. Going forward, our company is planning to continue to develop and invest in sophisticated technology to further strengthen our technology infrastructure.

The Gross Non-Performing Assets ("GNPAs") and Net Non- Performing Assets ("NNPAs") as recognised stood at 2.54% and

1.99% of loans respectively.

As on March 31, 2025, the Company's Capital Adequacy Ratio

(CAR), stood at 53.53% of the aggregate risk weighted assets on balance sheet and risk adjusted value of the of balance sheet items, which is well above the regulatory minimum of 15%, providing much needed headroom for fund raising for business operations of the Company.

With a view to strengthening the financial position of the company, your directors do not recommend payment of any dividend for the year ended on 31st March 2025 (Previous Year Nil).

The Company has transferred 47.11 Lakhs to Statutory Reserves Fund (Reserve u/s 45-IC of RBI Act, 1934) during the financial year under review. (Previous Year 45.67 Lakhs).

CHANGE IN NATURE OF BUSINESS

During the year, your Company has not changed its business or object and continues to be in the same line of business as per the main object of the Company.

During the year under review, following changes were carried out in the authorized and paid-up share capital of the Company:

The Authorized share Capital of the Company at closure of financial year 2024-25, was 2500.00 Lakhs divided into 250 Lakhs Equity Shares of 10.00 each.

During the year under review, there was no equity infusion in the company. Issued, Subscribed & Paid-up share Capital of the Company as at closure of financial year 2024-25, was 2473.07 Lakhs divided into 24730650 Equity Shares of 10 each.

The composition of Board complies with the requirements of the

Companies Act, 2013 ("Act"). Further, in pursuance of Regulation

15(2) of SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 ("Listing Regulations"), the Company is exempted from requirement of having composition of Board as per Regulation 17 of Listing Regulations. None of the Directors of Board is a member of more than ten Committees or Chairperson of more than five committees across all the Public companies in which they are Director. The necessary disclosures regarding Committee positions have been made by all the Directors. None of the Director of the Company is serving as a Whole-Time Director in any Listed Company and is holding position of Independent Director in more than 3 Listed Company. Neither any of the Director of the Company is holding position as Director in more than 7 listed entities nor any of the Director of the Company serve as Independent Director in more than 7 listed entities. The Board of the Company comprises six Directors out of which three are Promoter Executive Directors and one is Professional Non-Executive Non-Independent Director and two are Non- Executive Independent Directors.

The Board comprise following Directors;

^ Committee includes Audit Committee and Shareholders' Grievances Committee across all Public Companies. ~ Excluding Foreign Companies, Section 8 Companies & struck off Companies. $ Acting as the Chairperson of the Board.

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company. None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.

Regular meetings of the Board are held, inter-alia, to review and discuss the various businesses that require the approval of the Board. Additional Board meetings are convened, as and when required, to discuss and decide on various business policies, strategies and other businesses. The Board meetings are generally held at registered office or corporate office of the Company. During the year under review, Board of Directors of the Company met 7 (Seven) times, viz May 07, 2024, July 26, 2024, August 24, 2024, October 18, 2024, December 09, 2024, December 16, 2024 and March 18, 2025. The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act. The details of attendance of each Director at the Board Meeting and Annual General Meeting are given below.

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company has two Non-Executive Independent Directors in line with the Companies Act, 2013. Further, both the Independent Directors of the Company had registered themselves in the Independent Directors' Data Bank.

A separate meeting of Independent Directors was held on March 10, 2025 to review the performance of Non-Independent Directors, Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board. The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company at https://iblfinance.in/ The Company has received necessary declaration from each independent director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013.

During the year under review, no changes took place in the constitution of the Board of Directors.

In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mr. Mansukhbhai Kunvarjibhai Patel, Whole-Time Director of the Company retires by rotation at the ensuing annual general meeting. He, being eligible, has offered himself for re-appointment as such and seeks reappointment. The Board of Directors recommends his appointment on the Board. The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015 ("SEBI Listing Regulations") and Secretarial Standards-II issued by ICSI, of the person seeking re-appointment as Director is annexed to the Notice convening the eighth annual general meeting.

In accordance with Section 203 of the Companies Act, 2013, during the year under review, Mr. Dhaval Mashru was appointed as Chief Financial Officer of the Company vide the board resolution dated July 26, 2024 in place of Ms. Unnatiben Mistry who resigned w.e.f. July 26, 2024. Moreover, the Board of Directors has also vide their resolution dated April 30, 2025 appointed Mr. Dilipbhai Chauhan as Company Secretary and Compliance Officer of the Company in place of Ms. Mansi Jain who resigned w.e.f May 01, 2025. As on the date of this report, the Company has Mr. Manish Mansukhbhai Patel as Managing Director, Mr. Piyush Mansukhbhai Patel as Whole-Time Director, Mr. Mansukhbhai Kunvarjibhai Patel as Whole-Time Director, Mr. Dhaval Mashru as Chief Financial Officer and Mr. Dilipbhai Chunilal Chauhan as Company Secretary and Compliance Officer who are acting as Key Managerial Personnel in accordance with Section 203 of the Companies Act, 2013.

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act, 2013 in the following manners;

The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In addition, the performance of chairperson was also evaluated on the key aspects of his role.

Separate meeting of independent directors was on March 10, 2025 held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairperson, considering the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

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

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

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) The Directors had prepared the annual accounts for the year ended March 31, 2025 on going concern basis.

e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COMMITTEES OF BOARD

The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given hereunder.

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

The composition of each of the above Committees, their respective role and responsibility are detailed in the Report on Corporate Governance annexed to this Report.

1. Audit Committee

The Company has formed audit committee for the purpose of assisting the Board in fulfilling its overall responsibilities of monitoring financial reporting processes, reviewing the Company's established systems and processes for internal financial controls, governance and reviewing the Company's statutory and internal audit activities. The terms reference of Audit Committee specified by the Board of Directors is briefed hereunder;

Role of Committee

1. Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

2. Recommending to the Board, the appointment, reappointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

4. Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to: i. Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013; ii. Changes, if any, in accounting policies and practices and reasons for the same; iii. Major accounting entries involving estimates based on the exercise of judgment by management; iv. Significant adjustments made in the financial statements arising out of audit findings; v. Compliance with listing and other legal requirements relating to financial statements; vi. Disclosure of any related party transactions; vii. modified opinion(s) in the draft audit report;

5. Reviewing, with the management, the half yearly financial statements before submission to the board for approval.

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

7. Review and monitor the auditor's independence, performance and effectiveness of audit process.

8. Approval or any subsequent modification of transactions of the company with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the company, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems

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

14. Discussion with internal auditors any significant findings and follow up there on.

15. The Audit Committee may call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and may also discuss any related issues with the internal and statutory auditors and the management of the company.

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

17. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

18. The Audit Committee shall have authority to investigate into any matter in relation to the items specified in section 177(4) of Companies Act 2013 or referred to it by the Board.

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

20. To review the functioning of the whistle blower mechanism;

21. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.

22. To oversee and review the functioning of the vigil mechanism which shall provide for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and also provide for direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases.

23. Audit Committee will facilitate KMP/auditor(s) of the Company to be heard in its meetings.

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

25. To consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.

26. To investigate any other matters referred to by the Board of Directors;

27. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee or containing into SEBI Listing Regulations 2015.

The Audit Committee shall mandatorily review the following information:

1. Management discussion and analysis of financial information and results of operations;

2. Statement of significant related party transactions (as defined by the Audit Committee), submitted by the management;

3. Management letters / letters of internal control weaknesses issued by the statutory auditors;

4. Internal audit reports relating to internal control weaknesses; and

5. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the Audit Committee.

6. Statement of deviations:

(a) Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1). (b) Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).

The Committee -

1. May call for comments of auditors about internal control system, scope of audit, including observations of auditors and review of financial statement before their submission to board;

2. May discuss any related issues with internal and statutory auditors and management of the Company;

3. To investigate into any matter in relation to above items or referred to it by Board;

4. To obtain legal or professional advice from external sources and have full access to information contained in the records of the Company;

5. To seek information from any employee;

6. To secure attendance of outsiders with relevant expertise, if it considers necessary;

7. Any other power as may be delegated to the Committee by way of operation of law.

Audit Committee shall meet at least four times in a year and not more than 120 days shall elapse between any two meetings. Additional meeting is held for the purpose of reviewing the specific item included in terms of reference of the Committee. The quorum for the meeting shall be either two members or one third of the members of the committee, whichever is higher but there shall be presence of minimum two independent members at each meeting. During the year under review, Audit Committee met 5 (Five) times on May 07, 2024; July 26, 2024; October 18, 2024, February 10, 2025 and March 18, 2025. The composition of the Committee and the details of meetings attended by its members are given below:

The Statutory Auditor and Internal Auditor of the Company are invited in the meeting of the Committee wherever requires. Chief Financial Officer of the Company is a regular invitee at the Meeting. Further, the Company Secretary of the Company is acting as Secretary to the Audit Committee.

Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors.

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of Company's Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairperson of the Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company at https://iblfinance.in/.

2. Nomination and Remuneration Committee:

The Company has formed Nomination and Remuneration Committee for the purpose of assisting the Board to identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and such other matters specified under various statute.

The terms reference of Nomination and Remuneration Committee are briefed hereunder;

1. Identify persons who are qualified to become directors and may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every director's performance;

2. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the level and composition of remuneration of the directors, key managerial personnel and other employees;

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

For the purpose of identifying suitable candidates, the Committee may:

a. use the services of an external agencies, if required;

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

c. consider the time commitments of the candidates.

4. Formulation of criteria for evaluation of independent directors and the Board;

5. Devising a policy on Board diversity; and

6. Decide the salary, allowances, perquisites, bonuses, notice period, severance fees and increment of Executive Directors

7. Determine our Company's policy on specific remuneration package for the Managing Director / Executive Director including pension rights;

8. Define and implement the Performance Linked Incentive Scheme (including ESOP of the Company) and evaluate the performance and determine the amount of incentive of the Executive Directors for that purpose.

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

10. Decide the amount of Commission payable to the Whole Time Directors;

11. Review and suggest revision of the total remuneration package of the Executive Directors keeping in view the performance of the Company, standards prevailing in the industry, statutory guidelines etc; and

12. To formulate and administer the Employee Stock Option Scheme

13. recommend to the board, all remuneration, in whatever form, payable to senior management.

The Nomination and Remuneration Committee shall meet at least once in a year. The quorum for a meeting of the Nomination and Remuneration Committee shall be either two members or one third of the members of the committee, whichever is greater, including at least one independent director in attendance.

During the year under review, Nomination and Remuneration Committee met 5 (Five) times on May 07, 2024; July 26, 2024; October 17, 2024, February 10, 2025 and March 18, 2025. The Company Secretary of the Company is acting as Secretary to the Nomination and Remuneration Committee.

The composition of the Committee and the details of meetings attended by its members are given below:

Nomination and Remuneration Policy in the Company is designed to create a high-performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances to its Executive Directors and Key Managerial Personnel. Annual increments are decided by the Nomination and Remuneration Committee within the salary scale approved by the members and are effective from April 1, of each year.

Key points of the Nomination and Remuneration Policy are;

o The policy is formulated to identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, Key Managerial Personnel and Senior Management personnel and recommend to the Board for his / her appointment. o A person should possess adequate qualification, expertise and experience for the position he/ she is considered for appointment.

o In case of appointment of Independent Director, the Committee shall satisfy itself that number of Boards on which such Independent Director serves, is restricted to applicable regulations in force.

The Company's remuneration policy is driven by the success and performance of Director, KMP and Senior Management Personnel vis-?-vis the Company. The Company follows mixed of fixed pay, benefits and performance-based variable pay. The Company pays remuneration by way of salary, benefits, perquisites and allowance. The remuneration and sitting fees paid by the Company are within the salary scale approved by the Board and Shareholders.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at https://iblfinance.in/investor-desk/

3. Stakeholderfs Relationship Committee

The Company has constituted Stakeholder's Relationship Committee mainly to focus on the redressal of Shareholders' /

Investors' Grievances, if any, like Transfer / Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc. The Committee also oversees the performance of the Registrar & Transfer agents of the Company relating to the investors' services and recommends measures for improvement.

The terms reference of Stakeholder's Relationship Committee is briefed hereunder;

1. Redressal of shareholders' and investors' complaints, including and in respect of: a. Allotment, transfer of shares including transmission, splitting of shares, changing joint holding into single holding and vice versa, issue of duplicate shares in lieu of those torn, destroyed, lost or defaced or where the space at back for recording transfers have been fully utilized. b. Issue of duplicate certificates and new certificates on split/consolidation/renewal, etc.; c. Non-receipt of share certificate(s), non-receipt of declared dividends, non-receipt of interest/dividend warrants, non-receipt of annual report and any other grievance/complaints with Company or any officer of the Company arising out in discharge of his duties.

2. Review the process and mechanism of redressal of

Shareholders' /Investor's grievance and suggest measures of improving the system of redressal of Shareholders' /Investors' grievances. a. Efficient transfer of shares; including review of cases for refusal of transfer / transmission of shares and debentures; b. Reviewing on a periodic basis the approval/refusal of transfer or transmission of shares, debentures or any other securities; c. Issue of duplicate certificates and new certificates on split/consolidation/renewal; d. Allotment and listing of shares;

3. Review of measures taken for effective exercise of voting rights by shareholders.

4. Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.

5. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

6. Oversee the implementation and compliance of the Code of Conduct adopted by the Company for prevention of Insider Trading for Listed Companies as specified in the Securities & Exchange Board of India (Prohibition of insider Trading) Regulations, 2015 as amended from time to time.

7. Any other power specifically assigned by the Board of Directors of the Company from time to time by way of resolution passed by it in a duly conducted Meeting, and

8. Carrying out any other function contained in the equity listing agreements as and when amended from time to time.

The Stakeholder's Relationship Committee shall meet at least four times a year with maximum interval of four months between two meetings and shall report to the Board on a quarterly basis regarding the status of redressal of complaints received from the shareholders of the Company. The quorum shall be two members present.

During the year under review, Stakeholder's Relationship

Committee met 4 (Four) times on April 12, 2024, July 18, 2024, October 17, 2024 and February 10, 2025.

The composition of the Committee during the year and the details of meetings attended by its members are given below:

Company Secretary and Compliance officer of the Company provides secretarial support to the Committee.

During the year under review, the Company had received 0 (zero) complaints from the Shareholders. There was no complaint pending for resolution as on March 31, 2025.

The Company has not accepted any deposits from Shareholders and Public falling within the ambit of Section 73 of the Companies Act, 2013 and rules made there under. Hence, the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

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 or any investment made by the Company are not applicable to the Company.

Further, pursuant to the provisions of Section 186(4) of the Act, Details of Loans, Guarantees, Investments and Security are given in the notes to the Financial Statement.

The link to access the Annual Return is https://iblfinance.in/wp-content/uploads/2025/07/Annual-Return-for-financial-year-ended-31-March-2025.pdf

There are no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel which may have a potential conflict with the interests of the Company at large. All Related Party Transactions are placed before the Audit Committee and the Board for approval, if required. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive in nature.

All Related Party Transactions entered into during the financial year were on an arm's length basis and were in the ordinary course of business. Your Company had not entered into any transactions with the related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2 is annexed to this Report as Annexure A.

There was no contracts, arrangements or transactions which was not executed in ordinary course of business and/or at arm's length basis.

To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at all the workplaces of the Company. Our policy assures discretion and guarantees non- retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate. The Company has setup an Internal Complaints Committee (ICC) for redressal of Complaints.

During the financial year 2024-25, the Company has received Nil complaints on sexual harassment, out of which Nil complaints have been disposed off and Nil complaints remained pending as of March 31, 2025.

The Company also declares and confirms that it is in compliance with the provisions of the Maternity Benefit Act, 1961.

The Company's operations involve low energy consumption and wherever possible, energy conservation measures have already been implemented.

Efforts to conserve and optimize the use of energy through improved operational methods and other mean will continue as an on-going basis.

The capital investment on energy conservation equipment: N.A.

i.) The effort made towards technology absorption

The minimum technology required for the business has been absorbed.

ii.) The benefit derived like product improvement, cost reduction, product development or import substitution

N.A

a. The details of technology imported: N.A.

b. The year of import: N.A.

N.A.

e. The expenditure incurred on Research and Development: N.A.

C. Foreign Exchange Earnings & Expenditure -

The Company did not enter into any foreign currency transactions in the current year and previous year.

In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost records and audits) Rules, 2014, the Company is not required to maintain the cost records and accordingly the Company has not maintained the Cost record.

The ratio of the remuneration of each executive director to the median of employees' remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure B.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is opened for inspection in electronic form. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

There have been no material changes and commitments for the likely impact affecting financial position between end of the financial year and the date of the report.

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

There is no any Subsidiaries/Joint Venture/Associate Company of our company.

Your Company strives to incorporate the appropriate standards for corporate governance. However, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not required to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and therefore the Company has not provided a separate report on Corporate Governance.

However, Company is complying with few of the exempted regulations voluntarily and details of same are provided in this report under the respective heading.

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. Necessary internal control systems are also put in place by the Company on various activities across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources. Apart from these internal control procedures, a well-defined and established system of internal audit is in operation to independently review and strengthen these control measures, which is carried out by an experience auditor. The audit is based on an internal audit plan, which is reviewed each year in consultation with the statutory auditor of the Company and the audit committee. The conduct of internal audit is oriented towards the review of internal controls and risks in its operations.

The Internal Auditor of the Company carry out review of the internal control systems and procedures. The internal audit reports are reviewed by Audit Committee and Board.

Your Company has also put in place adequate internal financial controls with reference to the financial statements commensurate with the size and nature of operations of the Company. During the year, such controls were tested and no material discrepancy or weakness in the Company's internal controls over financial reporting was observed.

The Equity Shares of the Company are listed on Emerge Platform of National Stock Exchange of India Limited and the Company has paid the applicable listing fees to the Stock Exchange till date.

In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a review of the performance of the Company, for the year under review, Management Discussion and Analysis Report, is presented in a separate section forming part of this Annual Report.

The Company has not entered into a one-time settlement with any of the banks or financial institutions.

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors' and ‘General Meetings', respectively, have been duly complied by your Company.

M/s H R M & Co., Chartered Accountants, Surat (FRN: 132644W) were appointed as statutory auditors of the Company at the annual general meeting dated August 23, 2024 for the period of five years from financial year 2024- 25 to 2028-29 due to the resignation of M/s V C A S & Co., Chartered Accountants, Surat (FRN: 123372W) w.e.f July 26, 2024.

They have confirmed their eligibility to the effect that their continuance if made would be within the prescribed limits under the Act and that they are not disqualified.

The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The

Auditors' Report does not contain any qualification, reservation or adverse remark. The Auditors' Report is enclosed with the financial statements in this Annual Report.

The Company has appointed Mr. Praful N. Vekariya, Practicing Company Secretary, to conduct the secretarial audit of the Company for the financial year 2024-25, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for the financial year 2024-25 is annexed to this report as an Annexure C.

The Secretarial Auditors' Report does not contain any qualification, reservation or adverse remark, accordingly, not require to comment up on by the Board of Directors.

Mr. Himanshu Modi, Chartered Accountants, Surat (MRN: 181725), has resigned during the year under review and Mr. Chirag Pramodbhai Modi, Chartered Accountant, (Membership No.: 170840) was appointed as Internal Auditor for the Financial Year 2025-26 and is acting as Internal Auditors of the Company and has conducted periodic audit of all operations of the Company. The Audit Committee of the Board of Directors has reviewed the findings of Internal Auditors regularly.

During the year under review, neither the statutory auditors nor the secretarial auditor have reported to the Audit Committee or the Board, under Section 143 (12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's Report.

There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the Business of the Company.

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional website namely

"www.iblfinance.in" containing basic information about the

Company. The website of the Company is also containing information like Policies, Shareholding Pattern, Financial Results, Stock exchange intimations and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

The Company continues to maintain harmonious industrial relations. Company periodically reviews its HR policies and procedures to aid and improve the living standards of its employees, and to keep them motivated and involved with the larger interests of the organisation. The Company has systems and procedures in place to hear and resolve employees' grievances in a timely manner, and provides avenues to its employees for their all-round development on professional and personal levels. All these measures aid employee satisfaction and involvement, resulting in good Industrial Relations.

The Company continues to comply with the RBI regulations as applicable to it. The Company being a Non-Deposit taking non- systemically important Non-Banking Financial Company has not accepted any deposits from the public 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, 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. The Company has also complied with the applicable provisions of the Act, the Reserve Bank of India Act, 1934 and other applicable rules/regulations/guidelines, issued from time to time.

Each of the Directors of the Company have confirmed that they satisfy the "fit and proper" criteria as prescribed under Chapter

XXIII of RBI Master Direction Reserve Bank of India (Non- Banking Financial Company Scale Based Regulation) Directions, 2023 (as amended from time to time) and that they are not disqualified from being appointed/ continuing as Directors in terms of section 164(2) of the Act. Further, all the Directors and Senior Management of the Company have affirmed compliance with the Code of Conduct of the Company.

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year.

Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment, enabling the Company to achieve good performance during the year under review.

Your Directors also take this opportunity to place on record the valuable co-operation and support extended by the banks, government, business associates and the shareholders for their continued confidence reposed in the Company and look forward to having the same support in all future endeavours.