Indergiri Finance Ltd

To,

Dear Members,

Indergiri Finance Limited

The Directors of the Company are pleased to present the 30^th Annual Report together with the Annual Audited Standalone Financial Statement for the Financial Year ended 31^st March 2024.

The Board's Report shall be prepared based on the stand-alone financial statements of the company: (' in lacs)

The total income/revenue on a standalone basis during the year was Rs. 80.74 lakhs (Previous Year - Rs. 78.89 lakhs). The

Company's turnover has increased by about 2.35% on standalone basis due to increase Interest Income on Equipment Finance and other income in this financial year. The gross profits/loss before taxes stood at Rs. (62.63) lakhs (Previous Year -Rs. 3.69 lakhs).

In order to conserve the resources of the Company, your directors do not recommend any dividend for the current year. STANDARD ASSETS' PROVISIONING AND STATUTORY RESERVE

The Company has made Statutory Reserve (SR) pursuant to the provisions of Section 45 IC (1) of RBI Act.

As on March 31, 2024, the Authorised Share Capital of the Company stood at Rs.25,00,00,000 (2,50,00,000 Equity shares of Rs.10/- each) and the Issued, Subscribed and Paid-up Equity Share Capital of the Company stands at Rs.5,06,10,000 (5061000 Equity Shares of Rs.10/- each) During the Financial Year 2023-2024, the Company has increased the Authorised share capital of the company from Rs. 5,50,00,000 (Rupees Five Crores Fifty Lakh) divided into 55,00,000 (Fifty-Five Lakh) equity shares of face value of Rs.10/- (Rupees Ten) each to Rs.25,00,00,000 (Rupees Twenty-Five Crores) divided into 2,50,00,000 (Two Crore fifty Lakh) equity shares of Rs.10/- (Rupees Ten) each by creation of additional Equity shares

of Rs.19,50,00,000 (Rupees Nineteen Crores fifty Lakh) divided into 1,95,00,000 (One Crore Ninety-Five Lakh) Equity Shares of the face value of Rs.10/- (Rupees ten) each and approved by shareholders of the company, in the annual general meeting held on 16^th September 2023.

The Company does not have any subsidiary company hence the requirement of consolidated financial statement pursuant to Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 is not applicable.

The Company does not fall under the preview of Section 135 of the Companies Act, 2013.

The Company being a Non-Deposit Accepting Non-Banking Finance Company has not accepted any deposits from the public during the year within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, under review and shall not accept any deposits from the public without obtaining prior approval of the Reserve Bank of India (RBI).

The Company operates with its own limited resources. As the Financial market is facing lot of challenges interest rates are constantly changing, recoveries have become major concern, therefore survival of small NBFC with limited resource is becoming difficult. In the present scenario and based on the present business model the growth potential in its business is limited.

Mrs. Neelam Mishra was appointed as additional Director on 29/04/2023 and regularize as director in the Annual General Meeting held on 16/09/2023.

Mr. Shanker Wunnava resigned from the post of Chief Executive officer (CEO) on 28/07/2023 and was appointed as Managing Director (MD) and Chief Financial Officer (CFO) on the same day and his appointment approved by shareholders in the Annual General Meeting held on 16/09/2023.

Mr. Vinod Kumar Sharma was appointed as an Independent Director of the Company for a tenure of 5 consecutive year's (Second term) w.e.f. 1^st April 2019 till 31^st March 2024. He has hence ceased to be the Director of the Company.

The Independent Directors of your Company have given the certificate of independence to your Company stating that they meet the criteria of independence as mentioned under Section 149(6&7) of the Companies Act, 2013 and the Rules made thereunder, and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

The Company has devised a Policy for Performance Evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors.

Based on the Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its committees and individual Directors.

At a separate meeting of independent Director, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, considering the views of executive directors and non-executive directors.

During the Financial Year 2023-2024, the Company held 6 board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings, the date which are (1) 26^th May 2023, (2) 28^th July 2023 (3) 21^st August 2023 (4) 27^th October 2023 (5) 7^th November 2023 (6) 14^th February 2024.

The Board of Directors of the Company has constituted various Committees including the following:

I. Audit Committee

II. Nomination and Remuneration Committee

III. Stakeholders' Relationship Committee

IV. Risk Management Committee

Details of each of the Committees stating their respective composition and terms of reference are uploaded on Company's website at https://www.indergiri.com/investor.

The Company being non-deposit taking NBFC - ND, has not accepted any deposits from the public during the year under review.

Your Company is registered as a non-deposit taking Non-Systemically Non-Important Non-Banking Finance Company (NBFC- ND) with RBI. Accordingly, during the year, the Company has not accepted any deposits from the public and therefore, there is no deposits which become due for repayment or renewal. The Company has complied with the ‘Master Directions - Non-Banking Financial Company- Non-Systemically Non-Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions 2016', amended from time to time and all other applicable Directions/ regulations/circulars of RBI during the Financial Year 2023-2024.

During the year under review, the Company has complied with all applicable mandatory Secretarial Standards issue by the Institute of Company Secretaries of India.

As per Regulation 34 of the SEBI Listing Regulations, the “Business Responsibility and Sustainability Report” is not applicable to the company.

The Code of Conduct for the Board of Directors and the senior management has been adopted by the Company.

The Code of Conduct has been disclosed on the website of the Company at https: www.indergiri.com/investor.

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 of Fair Disclosure, Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders” has been adopted and has been disclosed on the website of the Company at www.indergiri.com. 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 Company does not give any loan, guarantee or security, or any financial assistance to the employees of the Company for the purpose of purchase or subscription for any shares of the Company pursuant to Section 67 (2) of the Companies Act, 2013.

The Nomination and Remuneration Committee comprises Mr. Vinod Kumar Sharma as the Chairman and Mr. Roshan Shah and Mr. Dineshchandra Babel as members of the Committee. In terms of Section 178(1) of the Companies Act, 2013 and Regulation 19 of Listing Regulations, the Nomination and Remuneration Committee should comprise of at least three Directors; all of whom should be Non-Executive Directors. At least half of the Committee members should be Independent with an Independent Director acting as the Chairman of the Committee.

The Nomination and remuneration policy of the Board has provided as “Annexure B” to this Report.

Indergiri Finance Limited is a Non-Banking Financial Company (NBFC) under Reserve Bank of India Act 1934, and Paid-up Equity share capital of our company as on 31.03.2024 was Rs. 50,610,000 & the net worth of the company was Rs. 4,32,90,980. Accordingly, provisions as specified in regulation 17 to 27 and clauses (b) to (i) of sub-regulation 2 of regulation 46 and para-C, D, E of Schedule V are not applicable to us. In view of this report on Corporate Governance in our Annual Report of FY 2024.

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

a) In the preparation of the annual accounts for the year ended 31st March 2024, 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 period.

c) They have 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) They have prepared the annual accounts on a going concern basis.

e) they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and

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

The Company has formulated and established a Vigil Mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement and to enable Directors and Employees to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of Code of Conduct and to report incidents of leak or suspected leak of unpublished price sensitive information. Adequate safeguards are provided against victimisation of those who avail of the mechanism and direct access to the Chairman of the Audit Committee in exceptional cases is provided to them. The Whistle Blower Policy is available on the website of your Company at http:// www.indergiri.com/investor.

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement, review and monitor the risk management plan for the Company and ensuring its effectiveness in addition to Asset Liability Management Committee(‘ALCO') which monitors and manages the liquidity and interest rate risks, the Company have a risk management framework and the Committee on timely basis informs the Board Members about risk assessment and minimisation procedures which in the opinion of the Committee may threaten the existence of the Company, if any. The Audit Committee has additional oversight in the area of credit & liquidity risks, interest rate risk, and operational risk. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The development and implementation of risk management policy has been covered in the Management Discussion and

Analysis, which forms part of this Report.

The Board has adopted accounting policies which are in line with Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015.

The Company has put in place adequate internal controls with reference to accuracy and completeness of the accounting records and timely preparation of reliable financial information, commensurate with the size, scale and complexity of operations and ensures compliance with various policies and statutes in keeping with the organisation's pace of growth, increasing complexity of operations, prevention and detection of frauds and errors. The design and effectiveness of key controls were tested, and no material weaknesses were observed. The Audit Committee periodically, reviews and evaluates the adequacy of internal financial control and risk management systems. Efficacy of Internal control systems are tested periodically by Internal Auditors and Internal Control over Financial Reporting is tested and certified by Statutory Auditors.

The internal financial control system of the Company is supplemented with internal audits, regular reviews by the management and checks by external auditors.

During the year under review, no material or serious observation has been highlighted for inefficiency or inadequacy of such controls.

Your Company has adopted zero tolerance for sexual harassment at workplace and has formulated a Policy for Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”) and the Rules framed thereunder for prevention and redressal of complaints of sexual harassment at workplace. Your Company has complied with provisions relating to the constitution of Internal Committee under the POSH Act. During the year under review, no complaints were received from any of the employees.

In terms of Section 139 of the Act, M/s. Sampat & Mehta, Chartered Accountants (Firm Registration no. 109031W), were

Re-appointed as statutory auditors of the Company for a period of three years from the conclusion of the 30th Annual General Meeting until the conclusion of the 33 rd Annual General Meeting of the Company.

M/s. Sampat & Mehta, Chartered Accountants, conducted the statutory audit for the financial year 2023-2024.

There are no qualifications, reservations, adverse remarks or disclaimers made by the Statutory Auditors in their Audit Report for the financial year 2023-2024.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed DM & Associates Company Secretaries LLP, practicing company secretary to undertake the Secretarial Audit of the Company for the financial year 2023-2024. The Secretarial Audit Report in Form MR-3 is annexed herewith marked as “Annexure A” to this Report.

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor of the Company have reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Act and therefore, no detail is required to be disclosed under Section 134(3)(ca) of the Act.

The Company conducts its internal audit and compliance functions within the parameters of regulatory framework which is well commensurate with the size, scale and complexity of operations. The internal controls and compliance functions are installed, evolved, reviewed, and upgraded periodically.

The Company has appointed RDJ & Associates LLP, Chartered Accountants, to conduct an internal audit covering all areas of operations of the Company. The reports are placed before the Audit Committee of the Board.

The Audit Committee reviews the performance of the audit and compliance functions, the effectiveness of controls and compliance with regulatory guidelines and gives such directions to the Management as necessary / considered appropriate. The Company has framed a compliance policy to effectively monitor and supervise the compliance function in accordance with the statutory requirements.

The Board of Directors of the Company has formulated a policy on dealing with Related Party Transactions, pursuant to the applicable provisions of the Act and SEBI Listing Regulations. The same is displayed on the website of the Company at https://www.indergiri.com/investor/policies This policy deals with the review and approval of related party transactions. All related party transactions are placed before the Audit Committee for review and approval.

During the year under review, all the related party transactions were entered in the ordinary course of business and on arm's length basis. All related party transactions as required under Indian Accounting Standards - 24 (Ind AS-24) are reported in Note - 45 of Standalone Financial Statements.

Pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, there are no related party transactions that are required to be reported under Section 188(1) of the Act in the prescribed Form AOC-2.

No application for Bankruptcy under the Insolvency & Bankruptcy Code, 2016 (“IBC”) was made against the Company during the financial year under review.

The Company did not avail any such onetime settlement during the Financial Year. Therefore, disclosure of the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable to the Company.

In terms of the provisions of Regulation 34 of the SEBI Listing Regulations, Management Discussion and Analysis Report forms part of this Report.

The Company being engaged in the financial services activities, its operations are not energy intensive, nor does it 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. Nevertheless, the Company is vigilant on the need for conservation of energy.

The Board has adopted accounting policies which are in line with Section 133 of the Act read with the Companies (Indian

Accounting Standards) Rules, 2015.

The Company has put in place adequate internal controls with reference to accuracy and completeness of the accounting records and timely preparation of reliable financial information, commensurate with the size, scale and complexity of operations and ensures compliance with various policies and statutes in keeping with the organisation's pace of growth, increasing complexity of operations, prevention and detection of frauds and errors.

The design and effectiveness of key controls were tested, and no material weaknesses were observed. The Audit Committee periodically, reviews and evaluates the adequacy of internal financial control and risk management systems.

Efficacy of Internal control systems are tested periodically by Internal Auditors and Internal Control over Financial

Reporting is tested and certified by Statutory Auditors.

The internal financial control system of the Company is supplemented with internal audits, regular reviews by the management and checks by external auditors, During the year under review, no material or serious observation has been highlighted for inefficiency or inadequacy of such controls.

The Company being a Non-Banking Finance Company, the provisions of Section 186 of the Act pertaining to granting of loans to any persons or bodies corporate and giving of guarantees or providing security in connection with loans to any other bodies corporate or persons are not applicable to the Company.

As regards investments made by the Company, the details of the same are provided under Notes in the Financial Statements of the Company for the year ended March 31, 2024, forming part of this Annual Report.

The Company does not possess any material properties which need insurance.

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company as on March 31, 2024 is available on the website of the Company at www.indergiri.com/Investor.

None of the employees was in receipt of remuneration in excess of limits prescribed under Section 197(12) and Schedule V of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

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

Equity Shares of your Company are listed on Bombay Stock Exchange (BSE), Your Company has paid required listing fees to Stock Exchanges for FY 2024-2025.

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

During the Financial Year 2023-2024, there were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company's operations in future. Further, no penalties have been levied by the RBI or any other regulator during the year under review.

In terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 Listing Regulations), the certificate, as prescribed in Part B of Schedule II of the Listing Regulations, has been obtained from Mr. Shanker Wunnava, Managing Director & CFO for the Financial Year 2023-2024 with regard to the Financial Statements and other matters. The said Certificate is attached herewith as Annexure C and forms part of this Report.

Your directors acknowledge the support extended by the Securities and Exchange Board of India, Reserve Bank of India, Ministry of Corporate Affairs, Registrar of Companies and all other Governmental and Regulatory Authorities for the guidance and support received from them including their officials from time to time.

Your directors also place on record their sincere appreciation for the continued support extended by the Company's stakeholders including investors, customers, banks, financial institutions, rating agencies, debenture holders, debenture trustees and well-wishers during the year.

Your directors place on records their appreciation of the contribution made by the employees of your Company, Your Company's consistent growth was made possible by their hard work, solidarity, cooperation and support.