Laxmi India Finance Ltd

To,

The Members,

Laxmi India Finance Limited

(Formerly Known as Laxmi India Finance Private Limited)

Your Board of Directors ("Board") are pleased to present the 28^th (Twenty Eighth) Board Report of the business and operations of Laxmi India Finance Limited ("the Company or Laxmi India or LIFL") covering the business and key operational highlights of your Company together with the Audited Financial Statements and Independent Auditor?s Report for the financial year ended March 31, 2025.

1. FINANCIAL SUMMARY AND HIGHLIGHTS/STATE OF COMPANY?S AFFAIR

The Company ? s financial performance for the Financial Y ear ended March 31, 2025 and corresponding figures of FY ended March 31, 2024 are summarized in the following table:

KEY INDICATORS

• Gross income for the year increased by 41.72% to Rs. 24803.77 Lakhs as compared to Rs. 17501.90 Lakhs in 2023-24.

• Profit before tax for the year is Rs. 4,735.51Lakhs as compared to Rs. 2,963.45 Lakhs in 2023-24, showing a significant growth of 37.42 %.

• Profit after tax for the year is Rs. 3,600.44 Lakhs as compared to Rs. 2,246.57 Lakhs in 2023-24, showing a significant growth of 37.60 %.

Performance of NBFC Sector in India

The share of NBFCs in systemic credit has steadily increased from 17% in FY19 to a projected 20% by FY27. This trend reflects the growing role of NBFCs in the Indian credit landscape, particularly in addressing credit demand in underserved segments such as microfinance, vehicle loans, and small and medium enterprises. SCBs continue to hold the majority share of systemic credit, maintaining a consistent level of 67-68% between FY19 and FY24, with a slight increase projected to 70% in FY25 through FY27. The proportion of systemic credit derived from market instruments (EC, CP, and CD) has declined from 16% in FY19 to a projected 10% by FY27. NBFCs have shown a steady growth in their credit portfolio, which has risen from Rs 24.6 trillion in Mar?20 to Rs 40.3 trillion in Mar?24 is estimated to reach Rs.45.0 trillion by Mar?25.

In spite of pandemic-induced disruptions, NBFCs showed resilience and sustained credit growth. Nonetheless, the pace of growth eased to 6.9% in Mar?22, probably because of the pandemic's lagged effect, increased liquidity tightness, and increased regulatory vigilance to contain credit risk.

There is a strong rebound seen in Mar?23 with NBFC credit sharply increasing to Rs 34.0 trillion and achieving a strong 17.4% Y-o-Y growth. The upward trend persisted through Mar?24, with credit again accelerating to Rs 40.3 trillion, with an annual growth of 18.5% registering the strongest Y-o-Y growth in the period under consideration. The consistent increase in gross credit and the robust Y-o-Y growth rates hint at the evolving role of NBFCs as critical credit providers within the Indian financial ecosystem. The projected Y-o-Y growth of 11.6% by Mar?25 suggests a stable yet slightly decelerating expansion trajectory.

2. BRIEF DESCRIPTION AND STATE OF COMPANY?S AFFAIRS

Your Company is registered as a non-deposit taking Non-Banking Financial Company (NBFC) pursuant to the Certificate of Registration No. B-10.00318 dated February 07, 2025, issued by the Reserve Bank of India under Section 45-IA of the Reserve Bank of India Act, 1934. It is classified as an NBFC - Investment and Credit Company (NBFC-ICC) under the Middle Layer (NBFCs-ML) in accordance with the Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023.With over 20 years of experience in the asset finance business, the Company is primarily engaged in offering a range of lending products including MSME loans, vehicle loans, construction loans, and other credit solutions tailored to meet the diverse financial needs of its customers.

The Company has a network of 158 branches across the states of Rajasthan, Madhya Pradesh, Uttar Pradesh, Gujarat and Chhattisgarh.

a. Disbursement

The Company offers a wide range of MSME Loans (Loan Against Property-backed up with registered mortgage of property), Auto Loans (Used car loans, Commercial Vehicle Loans, Tractor Loan and Two-Wheeler Loans), Business Loans (MSME) and Personal Loans. Disbursement in Financial Year 2024-25 aggregated to Rs. 71,853 Lakhs as compared to Rs. 52,500 Lakhs in Financial Year 202324.

b. Assets Under Management (AUM)

During the period under review, the AUM of the Company stood at Rs. 1,27,702 Lakhs as on March 31, 2025 against 96,100 Lakhs as on March 31, 2024.

c. Performance review

Laxmi India is emerging as the leading Financing Solutions provider and a one-step for customer providing a suite of financing and leasing solutions across varied assets. Laxmi India aspires to scale up the business through strategic initiatives and leveraging a strong foothold in the Commercial Finance Business. The Commercial Finance Business is committed to being a complete financial solutions partner to its customers, through high quality service and innovative products, which provide value to its customers.

Going forward, Laxmi India plans to grow its MSME business as well as a focus on Commercial Vehicle, Light Commercial Vehicle and Two-Wheeler Loans and developing new products and expanding new horizons. Additionally, it continues to focus on high NIM (Net Interest Margin) products, increase customer acquisition, especially through expanding its customer Durables Loans business, balancing its product mix, ramping up fee-based income, optimizing operating costs and improving collection efficiency for further enhancing its profitability. Laxmi India also plans to leverage analytics capabilities to explore opportunities in the market and offer unique products and solutions to new as well as existing customers. There are plans to automate several processes to ensure Quick Turnaround.

While fulfilling our mission of Financial Inclusion, your Company has also built a deep knowledge of customers with micro-data points ranging from income, payment behaviors, socio-economic status and other indirect data. The Company is successfully mining this data by building powerful analytics models extended through digital platforms for customer acquisition, collections, NPA management, customer engagement, forecasting business trend, etc.

During the year, your Company further expanded its geographical presence by reaching out to untapped villages and increasing its footprints by opening new branches and making it more accessible to its customers.

The Company?s total income grew by 41.72 % to Rs. 24,803.77 Lakhs from Rs. 17,622.23 Lakhs during the reporting period. Judicious pricing decisions coupled with alterations in the product mix designed to provide the optimum risk benefit led to an increase in yields during the Financial Year 2024-25.

d. Capital Adequacy

During the financial year under review, the paid-up share capital of the Company increased from Rs. 1986.27 lakhs to Rs. 2090.71 lakhs.

As a result of increased net worth, your Company was able to enhance the Capital to Risk Weighted Assets (CRAR) to 20.80 % as on March 31, 2025, well above the minimum requirement of 15.00% CRAR prescribed by the Reserve Bank of India. Out of the above, Tier I capital adequacy ratio stood at 19.98 % and Tier II capital adequacy ratio stood at 0.82 % respectively.

3. CHANGE IN THE NATURE OF BUSINESS

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

4. DIVIDEND

For the expansion of business and for general corporate requirements, the Board of Directors of your Company has decided that it would be prudent, not to recommend any dividend for the year under review.

5. SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any subsidiary, associate or joint ventures Companies within the meaning of section 2(87) and 2(6) of the Companies Act, 2013, so the requirement of disclosure as per Rule 8(1) of the Companies (Accounts) Rules 2014 is not applicable on the Company.

6. TRANSFER TO RESERVES

Since, the Company is a Non- Banking Financial Company registered with Reserve Bank of India (RBI), therefore, as per requirement of section 45-IC of the RBI Act, 1934, every Non-Banking Financial Company shall create a reserve fund and transfer therein a sum not less than twenty per cent of its net profit every year as disclosed in the profit and loss account and before any dividend is declared.

Therefore, the Company has transferred Rs. 720.09 Lakhs in the statutory reserves fund i.e. aggregating to 20% of its net profit for the Financial Year 2024-25. Further, your Board of Directors does not propose to transfer any amount to general reserves of the Company.

7. RESOURCE MIX • Borrowings

The Company has diversified funding sources from Public Sector Banks, Private Sector Banks, and Financial Institutions etc. Funds were raised in line with the Company?s Resource Planning Policy through Term Loans. The details of funds raised during the year are as below:

No Interest payment or principal repayment of the Term Loans was due and unpaid as on March 31, 2025. The assets of the company which are available by way of security are sufficient to discharge the claims of the banks and debenture holders as and when they become due.

• Securitization/Assignment

During the year, your company had assigned a loan portfolio having a total principal amount of Rs. 5,115 Lakhs under Direct Assignment route. In the previous year, the company had assigned a loan portfolio having a total principal amount of Rs. 6,411 Lakhs under Direct Assignment route.

• Debt to Equity ratio (Leverage ratio)

As on March 31, 2025, the debt-to-equity ratio of the Company stood at 4.41 times against 3.87 times as on March 31, 2024. The leverage ratio of an applicable NBFC (except NBFC-MFI and NBFC-IFCs) shall not be more than 7 at any point of time and our leverage ratio is under better position.

• Non-Convertible Debentures

During the Financial year 2024-25, your company has issued 3000 rated, listed, unsubordinated, secured, transferable, redeemable, taxable, non - convertible debentures (‘NCDs") denominated in Indian Rupees having a face value of Rs. 1,00,000 (Rupees One Lakhs) each aggregating to Rs. 30,00,00,000/- (Rupees Thirty Crores) on a private placement basis and these NCDs are listed on the Wholesale Debt Market segment of BSE Limited.

As specified in the term sheet, the funds raised from NCDs were utilized to originate small business loans and used commercial vehicle loans. Details of the end use of funds were furnished to the Stock Exchange on a quarterly basis.

The brief details of NCDs issued on a private placement basis during the year 2024-25 are mentioned below:

The Company has been regular in making payments of principal and interest on all the NCDs issued by the Company on a private placement basis. There are no NCDs which have not been claimed by investors or not paid by the Company after the date on which the NCDs became due for redemption. The assets of the Company which are available by way of security are sufficient to discharge the claims of the debt security holders as and when they become due.

8. CAPITAL STRUCTURE

During the financial year 2024-25, the following changes took place in the Share Capital Structure of the Company:

a) Authorised share capital

The Board of Directors, at its meeting held on November 13, 2024, approved the sub-division of the Company?s existing authorised share capital and consequential amendment of the capital clause in the memorandum of association ("MOA") of the company subject to the approval of the shareholders. Subsequently, the shareholders, at the Extra-Ordinary General Meeting held on November 16, 2024, approved the sub-division of the authorised share capital of the Company from Rs. 30,00,00,000 (Rupees Thirty Crore), divided into 3,00,00,000 (Three Crore) equity shares having face value of Rs.10 (Rupees Ten) each, to Rs. 30,00,00,000 (Rupees Thirty Crore), divided into 6,00,00,000 (Six Crore) equity shares having face value of Rs. 5 (Rupees Five) each.

As on March 31,2024 Issued, Subscribed and Paid-up Share Capital of the company was Rs. 19,86,27,880/- (Rupees Nineteen Crore Eighty-Six Lakh Twenty-Seven Thousand Eight Hundred & Eighty) divided into 1,98,62,788 (One Crore Ninety-Eight Lakh Sixty-Two Thousand Seven Hundred and Eighty-Eight) equity shares having face value of Rs. 10 (Ten) each.

During the financial year 2024-25, your company has approved the issue of 13,24,186 (Thirteen Lakh Twenty Four Thousand One Hundred and Eighty Six) Equity Shares on rights basis to the members existing as on record date i.e. 28.06.2024 at a price of Rs.190 per share (comprising a face value of Rs.10 and a premium of Rs.180 per share), for an aggregate cash consideration of Rs. 25,15,95,340/- (Rupees Twenty-Five Crores Fifteen Lakh Ninety-Five Thousand Three Hundred and Forty) in the Board Meeting held on July 08,2024.Further in the Business Operation Committee Meeting of Board of Directors held on August 16, 2024, your Company has allotted 10,44,362 (Ten Lakh Forty-Four Thousand Three Hundred and Sixty-Two) equity shares at a price of Rs.190 per share (comprising a face value of Rs.10 and a premium of Rs.180 per share), for an aggregate cash consideration of Rs. 19,84,28,780 (Rupees Nineteen Crores Eighty Four Lakh Twenty Eight Thousand Seven Hundred and Eighty) to existing shareholders who has applied under the rights issue, in proportion to their shareholding in the paid-up share capital of the Company, pursuant to the Letter of Offer dated July 8, 2024. Out of 10,44,362 equity shares 97,474 (Ninety-Seven Thousand Four Hundred and Seventy-Four) equity shares were allotted to Mr. Deepak Baid (Managing Director and Promoter) of the company.

Further, the Board of Directors, at its meeting held on November 13, 2024, approved the sub-division of the Company?s existing issued, subscribed and paid-up share capital. Subsequently, the shareholders, at the Extra-Ordinary General Meeting held on November 16, 2024, approved the sub-division of the existing issued, subscribed and paid-up share capital of the Company from Rs. 20,90,71,500 (Rupees Twenty Crore Ninety Lakh Seventy-One Thousand and Five Hundred), divided into 2,09,07,150 (Two Crore Nine Lakh Seven Thousand One Hundred and Fifty) equity shares having face value Rs.10 (Rupees Ten) each, to Rs. 20,90,71,500 (Rupees Twenty Crore Ninety Lakh Seventy-One Thousand and Five Hundred), divided into 4,18,14,300 (Four Crore Eighteen Lakh Fourteen Thousand and Three Hundred) equity shares having face value Rs. 5 (Five) each.

After the above-mentioned changes in the capital structure the Authorized, Issued, Subscribed and Paid- up Share Capital of the Company as on March 31, 2025, stood at:

• Authorised share capital: 6,00,00,000 (Six Crore) equity shares having face value of Rs. 5 (Five)

each amounting to Rs. 30, 00, 00,000/- (Rupees Thirty Crores).

• Issued, Subscribed and Paid-up Share Capital: 4,18,14,300 (Four Crore Eighteen Lakh Fourteen Thousand and Three Hundred) equity shares having face value of Rs. 5(Five) each amounting to Rs. 20,90,71,500/- (Rupees Twenty Crore Ninety Lakh Seventy-One Thousand and Five Hundred).

As on March 31, 2025, all the issued Equity shares were held in dematerialized mode. Neither of the shares of the Company are in physical mode. No Equity Shares were issued with differential rights as to dividend, voting or otherwise.

9. CREDIT RATING

The Company?s financial discipline and prudence is reflected in the credit ratings ascribed by rating agencies. Below table depicts the credit ratings of the Company as on March 31, 2025.

10. SOCIAL & RELATIONSHIP CAPITAL (HUMAN RESOURCES)

The Company recognized people as its most valuable assets and it has built an open, transparent and meritocratic culture to nurture this asset. Laxmi India?s mission of creating a high-performance culture has been further strengthened through areas such as building a capability model (identification of

critical competences) nurturing talent through interventions such as coaching, competency-based training programs and cross-functional projects.

Your Company has a work environment that inspires people to do their best and encourages an ecosystem of teamwork, continuous learning and work life balance. Your Company believes that people perform to the best of their capability in organization to which they feel truly associated. Your Company focuses on widening organizational capabilities and improving organizational effectiveness by having a competent and engaged workforce. Our people are our partners in progress and employee empowerment has been critical in driving our organizational growth to the next level.

The Company had 1434 employees on the rolls of the company as on March 31, 2025 as compared to 1144 as on March 31, 2024.

11. NETWORK EXPANSION (BRANCHES)

The Company is experiencing rapid growth and is continuously expanding its business in the states of Rajasthan, Gujarat, Madhya Pradesh, Chhattisgarh and Uttar Pradesh. During the financial year, the Company opened new branches as follows: 2 branches in Rajasthan, 11 branches in Madhya Pradesh, 7 branches in Gujarat, and 4 branches in Uttar Pradesh. As of the close of the financial year ending 31^st March 2025, the Company operates a total of 158 branches across these five states. Additionally, during the period under review, the Company closed 1 branch in Gujarat. The details of branches are as mentioned below:

Apart from the above branches, we have one office in Delhi for administrative purpose.

12. TECHNOLOGY INITIATIVES

The Indian financial market sector is increasingly becoming strategically focused and technologically advanced to meet consumer expectations and defend market share against a growing number of competitors. There is a strong emphasis on digitizing core business processes, reassessing organizational structures, and enhancing internal talent to prepare for the future. This transformation reflects the growing ambition to become a ‘digital institution.?

The management of our Company recognizes this trend and has been actively investing in technological upgrades. We are fine-tuning our systems and processes to ensure alignment with advanced technology platforms. With a future-oriented approach and a commitment to serving both internal and external customers, we have set a goal to become a technology-driven company.

Laxmi India is keen to adopt new technologies, whether in accounting software for better reporting or in reducing Turnaround Time (TAT) by transitioning to a Tab-based Loan Origination System (LOS). The Company employs more than 10 digital techniques to achieve optimized results at minimal cost, enhancing portfolio quality and reducing overall TAT.As a part of seeing more functions towards technology, we are experimenting with technologies such as more mobile-based applications and some of the initiatives taken are as follows:

13. MATERIAL CHANGES AND COMMITMENTS. IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no significant material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year to which the Financial Statements relate and the date of this Report.

a) Board of Directors (Board)

As on March 31, 2025, the Company?s Board comprises seven (7) Directors viz. four (4) NonExecutive Independent Directors and three (3) Executive Directors out of which two (2) are Whole Time Directors and one (1) is Managing Director.

During the financial year under review, the following changes took place in composition of the Board of the Company: -

1. Mr. Yaduvendra Mathur who was appointed as Independent Director on the Board of the company for a term of 5(Five) years with effect from May 06, 2022 in the 25^th Annual General Meeting held on September 19, 2022 is no longer associated with the company due to his demise on May 04, 2024.

2. Mr. Kishore Kumar Sansi who was re-appointed as Independent Director on the Board of the company for a second term of 5 (Five) consecutive years effective from September 28, 2023 in the 26^th Annual General Meeting held on September 19, 2023 resigned from his position as Independent Director with effect from May 06, 2024 due to his other engagements and preoccupations.

3. The Board of Directors of the Company, through a resolution passed by circulation on September 28, 2024, approved the appointment of Mr. BrijMohan Sharma (DIN: 09646943) as an Additional Director (Independent) on the Board of the Company, with effect from September 28, 2024, and he shall hold office upto the date of ensuing Annual General Meeting of the Company. Mr. BrijMohan Sharma was appointed as an Additional Director (Independent) on the Board owing to his distinguished career of over 40 years in the banking and financial services sector, including senior leadership roles in prominent public sector banks. His comprehensive expertise in banking operations, credit, corporate banking, and strategic management will add substantial value to the Board?s functioning. He has also been recognized by PFRDA with the "Splendid 7" award for outstanding performance in the Atal Pension Yojana.

4. The Board of Directors of the Company, on recommendation of Nomination and Remuneration Committee through a resolution passed on November 28, 2024, approved the re-appointment of Mr. Anil Balkrishna Patwardhan (DIN: 09441268) as an Independent Director on the Board of the Company for a second term of 5 (Five) consecutive years with effect from December 23, 2024 and the same was approved by the shareholders in their Extra Ordinary General Meeting held on November 29, 2024. Mr. Anil Balkrishna Patwardhan was reappointed as Independent Director on the Board of the Company based on performance evaluation during his first term of three years and valuable contributions during his first term. With 40 years of experience in Credit, Corporate/SME, and International Finance, his continued association is considered beneficial to the Company. He possesses all the requisite qualities to be an Independent Director of the Company.

5. Pursuant to the recommendation of the Nomination & Remuneration Committee, and approval of Board of Directors , and pursuant to the approval granted by Registrar Of Companies dated October 08, 2024 for conversion of the Company from a private limited company to a public limited company, the appointment of Mr. Deepak Baid (DIN: 03373264) as the Managing Director of the Company, for a period of five years from September 28, 2023 to September 27, 2028 was ratified by the members of the company in the Extra Ordinary General Meeting held on November 29, 2024.

6. The Board of Directors of the Company, on recommendation of Nomination and Remuneration Committee through a resolution passed on February 10, 2025, approved the appointment of Mr. Kalyanaraman ChandraChoodan (DIN: 07712306) as an Additional Director (Independent) on the Board of the Company, with effect from February 10, 2025, and he shall hold office upto the date of ensuing Annual General Meeting of the Company. Mr. Kalyanaraman ChandraChoodan was appointed as an Additional Director (Independent) on the Board in view of his extensive experience of nearly 40 years in banking regulation, supervision, compliance, and payment systems. His leadership roles with the RBI, SBI, IMF, and other financial institutions, both in India and internationally, are expected to bring valuable insights and strengthen the Company?s governance and regulatory oversight.

The following changes took place in the composition of the Board of the Company after the end of the financial year under review and up to the date of the Board Report:

1. The Board of Directors of the Company, on recommendation of Nomination and Remuneration Committee through a resolution passed on May 19, 2025, approved the reappointment of Mrs. Prem Devi Baid (DIN: 00774922), Whole-Time Director, liable to retire by rotation and being eligible, offering herself for re-appointment subject to the approval of shareholders at the ensuing Annual General Meeting.

2. The Board of Directors of the Company, on recommendation of Nomination and Remuneration Committee through a resolution passed on May 19, 2025, approved the appointment of Mr. Brijmohan Sharma (DIN: 09646943) as an Independent Director on the Board of the company, subject to the approval of shareholders at the ensuing Annual General Meeting.

3. The Board of Directors of the Company, on recommendation of Nomination and Remuneration Committee through a resolution passed on May 19, 2025, approved the appointment of Mr. Kalyanaraman ChandraChoodan (DIN: 07712306) as an Independent Director on the Board of the company, subject to the approval of shareholders at the ensuing Annual General Meeting.

b) Key Managerial Personnel

During the financial year under review, the following changes took place in the Key Managerial Personnel of the Company-

• Mr. Sourabh Mishra, Company Secretary and Compliance Officer of the Company, was appointed as the Chief Compliance Officer ("CCO") by the Board of Directors at their meeting held on February 10, 2025. The appointment was made based on the recommendation of the Nomination and Remuneration Committee and in accordance with the Company?s Nomination, Remuneration and Compensation Policy. This appointment was in line with the framework prescribed under the RBI Circular No. DoS.CO.PPG. /SEC.01/11.01.005/2022-23 dated April 11, 2022, which mandates the appointment of a Chief Compliance Officer for Middle Layer NBFCs.

Pursuant to the provisions of Section 203 of the Act read with the rules made there under, the following are the Key Managerial Personnel of the Company as on March 31, 2025:

c) Declaration by an Independent Director(s)

In accordance with the provisions of section 149(7) read with rule 6(3) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, all Independent Directors have submitted the necessary declaration of independence, confirming that they meet the criteria of independence as laid down in section 149(6) of the Companies Act, 2013. Further, the Independent Directors have affirmed that they have complied with the Code applicable for Independent Directors as stipulated under Schedule IV of the Companies Act, 2013 and have registered their name in the data bank of Independent Directors and paid the relevant fees. With regard to proficiency of the Independent Directors, ascertained from the online proficiency self-assessment test conducted by the IICA, as notified under sub section (1) of Section 150 of the Companies Act, 2013, the Company has taken on record the declarations/disclosures submitted by Independent Directors that either they are exempt from appearing in the test or they have passed the exam as required by the IICA.

Further, there has been no change in the circumstances affecting their status as Independent Directors of the Company. In the opinion of the Board all the Independent Directors are persons of integrity and has relevant experience and expertise (including proficiency) for being an Independent Directors of the Company.

d) Statement on Compliance with Code of Conduct by Board of Directors and Senior Management Personnel

Your Company has adopted a Code of Conduct for its Board of Directors and Senior Management Personnel, in accordance with the provisions of the Companies Act, 2013, and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. This Code reflects the Company?s commitment to upholding the highest standards of ethical conduct, integrity, compliance, and accountability. It serves as a guiding framework to reinforce our core values and promote a culture of transparency and responsible governance. During the financial year under review, the Board of Directors and Senior Management Personnel have fully complied with the Code of Conduct, both in letter and in spirit. The code of conduct is available on the website of the company at Code-of-conduct-for-BOD-and-SMP.pdf.

e) Separate Meeting of Independent Directors

In compliance with Schedule IV of the Companies Act, 2013 a separate meeting of Independent Directors was held on Thursday, March 20, 2025 for FY 2024-25, with all Independent Directors in attendance. This meeting took place without the presence of Non-Independent Directors and members of the management. At this meeting, the Independent Directors inter-alia evaluated the performance of the Non-Independent Directors & the Board as a whole and the performance of the Chairperson of the Company taking into account the views of Executive Directors and Non-Executive Directors and discussed aspects relating to the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The evaluation was carried on broad parameters such as Board Composition & quality, Board meetings and procedures, Knowledge and Skills, Strategy formulation and execution, Personal Attributes and such other relevant factors. The Independent directors expressed their satisfaction towards the performance of the Board and the Non-Independent Directors of the Company.

f) Selection Process

In pursuance to the "Fit and Proper" policy adopted by the Company as per the Reserve Bank of India?s (RBI) Master Directions for NBFCs, the Company obtained the ‘Fit and Proper? declarations from all the Directors, including those proposed for appointment/re-appointment during the financial year under review. The selection and appointment of Directors of the Company is done in accordance with the relevant provisions of the Companies Act, 2013, the relevant rules made thereunder, and the master directions/guidelines issued by the RBI.

15. FIT AND PROPER CRITERIA

The company has adopted a Fit and Proper Policy, in accordance with Master Direction - Reserve Bank of India (Non-Banking Financial Company- Scale Based Regulation) Directions, 2023, for ascertaining the Fit and Proper criteria of Directors at the time of appointment and on a continuing basis.

Accordingly, all the Directors of the Company have confirmed that they satisfy the "fit and proper" criteria as prescribed in Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023 and that they are not disqualified from being appointed/continuing as Directors in terms of Section 164 of the Companies Act, 2013.

16. NUMBER OF THE MEETING OF THE BOARD OF DIRECTORS

The Board of Directors met 8 (Eight) times during the year under review. Adequate notice was given to all the Directors to schedule the Board Meetings, agenda and detailed notes to agenda were sent at least seven days in advance other than those held on shorter notice and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Frequency and quorum of these meetings and the intervening gap between any two meetings were in conformity with the provisions of the Act and Secretarial Standards issued by The Institute of Company Secretaries of India. Moreover, due to business exigencies or keeping in mind the urgency of matter, resolutions were passed by way of circulation. The Board of Directors actively participated in the meetings and contributed valuable inputs on the matters brought before them from time to time.

During the Financial Year 2024-25, the Company held 8 (Eight) Board Meetings of the Board of Directors as per Section 173 of Companies Act, 2013, which is summarized below:

17. BOARD COMMITTEES

The Board of Directors of the Company, functions either as full Board, or through various Committees constituted to oversee specific areas of business operations and Corporate Governance. Each Committee of the Board is guided by its terms of reference, which defines the composition, scope and powers of the Committee. The Committees meet at regular intervals, focus on their assigned areas and make informed decisions within the authority delegated to them. As on 31st March, 2025, the Board has 12 (Twelve) Committees, namely:

• Audit Committee

• Nomination and Remuneration Committee

• Risk Management Committee

• IT Strategy Committee

• Asset Liability Management Committee

• Corporate Social Responsibility Committee

• Internal Complaint Committee

• Identification Committee

• Review Committee

• IPO Committee

• Stakeholder Relationship Committee

• Committee of the Executives ("COE")

Furthermore, the Board has established a management sub-committee to support day-to-day operations, enable swift decision-making and promote delegation of authority. Currently, there is one such subcommittee, namely:

• Business Operation Committee

During the year under review, all recommendations made by the committees were accepted by the Board of Directors.

In accordance with the Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023, a detailed report on Corporate Governance forming part of this Annual Report is annexed herewith as Annexure-II which adheres to Corporate Governance Standards and provides comprehensive information on the various Committees constituted by the Company. The report outlines the composition of each Committee, terms of reference, the frequency of its meetings, the meetings held during the Financial Year under review, and the attendance records for those meetings.

The Composition of Audit Committee pursuant to the Master Direction - Reserve Bank of India (NonBanking Financial Company - Scale Based Regulation) Directions, 2023 dated October 19, 2023 issued by the Reserve Bank of India and provisions of Section 177 of the Companies Act, 2013 is provided hereunder:

* During the year, the committee was reconstituted in the Board Meeting held on November 13, 2024, in which Mr. BrijMohan Sharma was appointed as Member of Audit Committee and Mr. Surendra Mehta ceases to be a member of the Committee.

All the recommendations of the Audit Committee were duly approved and accepted by the Board during the Financial Year 2024-25.

18. POLICY ON DIRECTORS? APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Board of Directors adopted a policy of Nomination and Remuneration which includes the criteria for determining qualifications, positive attributes and Independence of Directors. Further during the Financial Year 2024-25, due to transition of the company from Base Layer to Middle Layer NBFC, Board of Directors in their meeting held on August 07,2024 updated the existing Nomination & Remuneration Policy to incorporate the Guidelines on Compensation of Key Managerial Personnel (KMP) and Senior Management in NBFCs ("Compensation Guidelines") as outlined in the Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023. Consequently, the policy will now be known as the "Nomination, Remuneration & Compensation Policy".

Pursuant to the provisions of Section 134(3)(e) of the Act, the Company?s Nomination, Remuneration and Compensation Policy (NRC Policy) on director?s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of the Act is available on the website of the company at https://lifc.co.in/wp-content/uploads/2024/12/Nomination-Remuneration-Compensation-Policy-1.pdf.

Further, the Company has also adopted a ‘Fit and Proper? Policy for ascertaining the ‘Fit and Proper? criteria of Directors at the time of appointment and on a continuing basis, pursuant to the Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023 issued by Reserve Bank of India.

19. ANNUAL PERFORMANCE EVALUATION

Pursuant to the provisions of section 178 of the Companies Act, 2013, Securities and Exchange Board of India Guidance Note on Board Evaluation and Guide to Board Evaluation issued by The Institute of Company Secretaries of India, the Board of Directors has carried out an annual performance evaluation of its own performance, its Committees and the Directors individually including Independent Directors based out of the criteria and framework adopted by the Board. A structured questionnaire covering various aspects of evaluation of performance of the Board, its Committees and individual Directors (including independent directors) is put forth for completion of the evaluation process. The Nomination and Remuneration Committee has carried out evaluation of every director?s performance. The Board approved the evaluation results as collated by the Nomination and Remuneration Committee ("NRC").

During the year under review, a separate meeting of Independent Directors was held on Thursday, March 20, 2025 for the Financial Year 2024-25 without the attendance of Non-Independent Directors and members of the Management. At this meeting, the Independent Directors inter alia evaluated the performance of Non-Independent Directors and the Board as a whole, and the performance of Chairperson (i.e. Managing Director who is the generally elected Chairperson of the Board Meeting) taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness flow of information between the Management and the Board which is necessary for the Board to effectively and reasonably perform its duties.

The criteria for performance evaluation of Committees, Board as a whole, Chairpersons, Independent Directors and other Directors provide certain parameters like:

> Participation at the Board / Committee meetings;

> Commitment (including guidance provided to senior management outside of Board/ Committee meetings);

> Effective deployment of knowledge and expertise;

>Updated knowledge/ information pertaining to business of the company;

> Effective management of relationship with stakeholders;

> Integrity and maintaining of confidentiality;

> Independence of behavior and judgment;

> Impact and influence;

> Ability to contribute to and monitor corporate governance practice; and

> Adherence to the code of conduct for independent directors

The Directors expressed their satisfaction on the parameters of evaluation, the implementation of the evaluation exercise and the outcome of the evaluation process.

20. CONVERSION INTO PUBLIC LIMITED COMPANY FROM PRIVATE LIMITED COMPANY

Your company was incorporated as a Private Company which put some restrictions on the company limiting its scope of working. In view of the Company?s expanding business and future growth prospects, the Board of Directors considered it appropriate to convert the Company into a Public Limited Company in order to enhance transparency and strengthen public confidence. Consequently,

during the year under review, your Company was converted into Public Limited Company and subsequently the name of the Company was changed from "Laxmi India Finance Private Limited" to "Laxmi India Finance Limited" by deletion of the word "Private" from the name of the Company and consequently adopted new set of Articles of Association of the company and altered the name clause contained in Memorandum of Association of the company. These changes were approved by the Board of Directors in their meeting held on July 08, 2024 which was subsequently approved by the shareholders in the Extra-Ordinary General Meeting held on August 09, 2024.

21. INITIAL PUBLIC OFFER (IPO)

During the year under review, your Company intends to list its equity shares on one or more stock exchanges to enable shareholders to have a formal marketplace for dealing with the Company?s equity shares. For this purpose, the Board of Directors in their meeting held on November 28, 2024 has approved the proposal for an Initial Public Offer comprising a fresh issue of up to 1,26,00,000 (One Crore Twenty-Six Lakh) Equity shares of the face value of Rs. 5/- (Five) and an offer for sale by existing and eligible shareholder(s) of the Company, who intimate their decision to the Board of Directors of the Company ("Selling Shareholders") and the said proposal was subsequently approved by the shareholders of the Company in their extra ordinary general meeting held on November 29, 2024.

In connection with the proposed Initial Public Offer (IPO), the Board of Directors, at its meeting held on December 15, 2024, approved and adopted the Draft Red Herring Prospectus (DRHP) and authorised its filing with the Securities and Exchange Board of India (SEBI), the relevant stock exchanges, and other applicable regulatory authorities. Pursuant to this approval, the DRHP was subsequently filed on December 18, 2024.

22. STATUTORY AUDITORS AND THEIR REPORT

Pursuant to the provisions of section 139 and 141 of the Companies Act, 2013 read with rules made thereunder and based on the recommendation of Audit Committee and Board of Directors, M/s. S.C. Bapna and Associates, Chartered Accountants, (Firm?s Registration Number : 115649W) were appointed as Statutory Auditors of the Company, vide Ordinary Resolution passed in the 27^th Annual General Meeting held on 29^th June, 2024 for a consecutive period of 3 (Three) years till the conclusion of 30^th Annual General Meeting to be held in the calendar year 2027 at a remuneration as may be mutually agreed by the Board of Directors and Statutory Auditors from time to time.

M/s S.C. Bapna and Associates (Firm?s Registration Number: 115649W), Chartered Accountants, have confirmed that they are not disqualified to be appointed as Statutory Auditors of the Company and have confirmed their eligibility in terms of Section 139 and 141 of the Companies Act, 2013 and RBI Guidelines.

There are no qualifications or adverse remarks in the Auditors? Report on the Financial Statements for the Financial Year 2024-25 which require any clarification/explanation. The Notes on financial statements are self-explanatory and need no further explanation.

23. SECRETARIAL AUDITORS & SECRETARIAL AUDIT REPORT

In compliance with the provisions of Section 204 (1) of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had re-appointed M/s V.M. & Associates, Practicing Company Secretaries (FRN: P1984RJ039200) to undertake the Secretarial Audit of the Company for the Financial Year 2024-25 in their Board meeting held on May 04, 2024.

The Secretarial Audit Report in Form MR-3 issued by the Secretarial Auditor is annexed to this Report and marked as Annexure - V.

The Report contains one observation relating to a delay in disclosure under Regulation 51 read with Schedule III Part B of SEBI (LODR) Regulations, 2015. The observation pertains to the intimation regarding the appointment of Mr. Brijmohan Sharma as an Additional Director (Independent) on the Board of the Company, which was filed after the prescribed period of twenty-four hours from the occurrence of the event.

Management?s Explanation: The delay was inadvertent and occurred as the event coincided with a nonworking day (Saturday), which impacted the timely filing of the disclosure. The Company remains committed to regulatory compliance and has taken note of the observation to avoid recurrence of such delays in the future.

24. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors has reported, any instances of fraud committed against the Company by its officers or employees, under Section 143 (12) of the Companies Act, 2013.

25. INTERNAL AUDITOR & INTERNAL AUDIT REPORT

As a part of its efforts to evaluate the effectiveness of the internal control systems, pursuant to the provisions of Section 138 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, Mr. Amit Saini, Chartered Accountant, was re-appointed as an Internal Auditor of the Company by the Board of Directors at its meeting held on May 04, 2024 to conduct internal audit for the Financial Year 2024-25 on such remuneration and by such scope, functioning, periodicity and methodology for conducting the internal audit as may be decided by the Managing Director in consultation with the Internal Auditor. However, Mr. Amit Saini tendered his resignation from the position of Internal Auditor, which became effective from October 1, 2024 and due to this , the Board of Directors, at its meeting held on December 15, 2024, appointed Mrs. Priya Kadyan, Chartered Accountant, as the Internal Auditor of the Company to conduct internal audit of various functions and activities of the Company, as per the scope, functioning, periodicity and methodology mutually decided by the Board and the Internal Auditor. There were no qualifications or adverse remarks in the Internal Auditors? Report which require any clarification/explanation.

26. COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of section 148 of the Companies Act, 2013 are not applicable in respect of the business activities carried out by the company and hence the company was not required to maintain cost records.

27. LAXMI INDIA FINANCE LIMITED EMPLOYEES STOCK OPTION SCHEME-2023

The Company had adopted the "Employee Stock Option Scheme-2023" ("ESOS-2023"), which was duly approved by the members at the Annual General Meeting held on September 19, 2023, under the name "Laxmi India Finance Private Limited Employees Stock Option Scheme-2023".

During the financial year under review, the Company was in the process of preparing for an Initial Public Offering (IPO) of its equity shares. As a part of this process and to ensure compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the members of the Company approved a revision to the ESOS-2023 in their meeting held on November 29, 2024. This revision was based on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors of the Company. Further due to conversion of company from a private limited to public limited company and consequent change in name of the company, the scheme was renamed as Laxmi India Finance Limited Employees Stock Option Scheme-2023.

The Nomination & Remuneration Committee, being the administrator under the Scheme, inter-alia, administers and monitors the Scheme in accordance with the provisions of the Act and rules made thereunder. During the year under review, 393283 options were granted to eligible employees under the Scheme. The details of the Options under the scheme are summarized below:

*We have given impact of Sub-division of equity shares of the company in the above table. Employee-wise details of options granted to a) Key Managerial Personnel:

b) any other employee who receives a grant of options in any one year of option amounting to five percent or more of options granted during that year: NIL

c) Identified employees who were granted Options, during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant: NIL

28. ANNUAL RETURN

As per the requirement of Section 92(3) read with section 134(3) (a) of the Companies Act 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, the copy of annual return of the Company for the Financial Year ended on March 31, 2025 in the prescribed Form MGT-7 is available on the Company?s website at Annual Returns Finance Report Loan Statement LIFC

29. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company continuously strives to conserve energy, adopt environment friendly practices and employ technology for more efficient operations. The particulars relating to the energy conservation and technology absorption, as required under Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are given in the Annexure-VI annexed to this Report.

30. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 ("POSH Act")

The Company has always believed in providing a safe and harassment free workplace for every individual through various intentions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company has complied with provisions relating to the constitution of the Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013("POSH Act"), amended as on date. The company has framed a Policy on Prevention of Sexual Harassment at Workplace in accordance with POSH Act which offers comprehensive protection to all Employees (permanent, contractual, temporary, trainees) are covered under this policy.

Following is the summary of sexual harassment complaints received and disposed off by the Company during the year under review:

Further the Internal Complaints Committee met 1 (One) time during the financial year 2024-25 on Friday, March 07, 2025. The composition and attendance details of the Internal Complaints Committee are given below:

31. RISK MANAGEMENT

Risks are events situation or circumstances, which may lead to negative consequences on the Company?s business. Risk Management is a structured approach to manage uncertainty. A formal approach to risk management is being adopted by the company and key risks will now be managed within a unitary framework.

Periodic assessment to indemnify the risks areas are carried out and management is briefed on the risks in advance to enable the Company to control risk through a properly defined plan. The risks are taken into account while preparing the annual business plan for the year. The Board is also periodically informed of the business risks and the actions taken to manage them. The Company has formulated a policy for Risk Management with the following objects.

• Provide an overview of the principles of risk management.

• Explain approach adopted by the Company for risk management.

• Define the organisational structure for effective risk management.

• Develop a risk culture that encourages all employees to identity risks and to respond to them with effective actions.

• Identify, assess and manage existing and new risks in a planned and coordinated manner with minimum disruption and cost, to protect and preserve Company?s human, physical and financial assets.

The details of the Risk Management Framework and issues related thereto have been explained in the Management Discussion and Analysis Report forming part of this Annual Report as Annexure-VIII.

32. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM

Your Company has established the Vigil Mechanism as per section 177(9) of the Companies Act, 2013 to encourage employees to report suspected legal violations, fraudulent or irregular conduct of an employee or business associate of the Company. Such incidents, if not reported would breach trust and endanger the Company?s reputation. Through this mechanism, the Company provides a channel to the employees and Directors to report to the management about unethical behaviour, actual or suspected fraud or violation of the Codes of Conduct or legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc.

The Company has a Vigil Mechanism/Whistle Blower Policy ("Policy") to deal with instances of fraud and mismanagement, if any. This Policy ensures that strict confidentiality is maintained whilst dealing with concerns and that no discrimination will be meted out to any person for a genuinely raised concern. Whistle Blower Policy & Vigil Mechanism as approved by Board is hosted on the website of the Company at https://lifc.co.in/wp-content/uploads/2024/12/Whistle-Blower-Vigil-Mechanism-Policy-1.pdf

During the year, no whistle blower event was reported and mechanism is functioning well and no personnel has been denied access to the Chairman of Audit Committee.

33. DEPOSITS FROM PUBLIC

Being a non-deposit taking Non-Banking Financial Company, your Company has not accepted any deposit from public within the meaning of the provisions of the Master Direction -Non-Banking Financial Companies Acceptance of Public Deposit (Reserve Bank) Directions, 2016 and provisions of the Companies Act, 2013 and shall not accept any deposit from the public without obtaining prior approval of the RBI. Therefore, disclosure required in terms of deposit accepted under chapter V of the Companies Act, 2013 is not applicable.

34. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

Pursuant to Section 186(11) of the Companies Act, 2013 read with rule 11(2) of the Companies (Meetings of Board and its Powers) Rules, 2014, loans made, guarantees given or securities provided or acquisition of securities by a Non-Banking Financial Company in the ordinary course of its business are exempted from disclosure in the Annual Report. Further the details regarding loans and guarantees given or investments made by the Company during the year under review, are more particularly described in Note no. - 5 & 6 to the Audited Financial Statements of the Company.

35. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions entered into by the Company during the financial year 2024-25 were on Arm?s length basis and were in the ordinary course of business.

Particulars of contracts or arrangements with related parties as referred to in sub-section (1) of section 188 of the Companies Act, 2013 are disclosed in Form No. AOC-2 and the same forms part of this report as Annexure-III. All the related party transactions as required under Ind-AS-24 are reported in the Note no- 47 to Audited financial statements of the Company.

The company has adopted a Policy on dealing with Related Party Transactions for the purpose of identification, monitoring and approving of such transactions and the same can be accessed on website of the Company through Web link https://lifc.co.in/wp-content/uploads/2024/12/Related-Party- Transaction-Policy-1 .pdf and also forming integral part of the Annual Report as Annexure- IV.

36. CORPORATE SOCIAL RESPONSIBILITY INITATIVES

Your Company recognizes Corporate Social Responsibility ("CSR") as a strategic approach to create shared value and contributing to social and environmental well-being through impactful initiatives. Our endeavour is to focus on reaching diverse segments of the society, with socially relevant projects, that benefit these communities and in small ways enhance the quality of their lives.

Composition of Corporate Social Responsibility Committee

In compliance of the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has duly constituted a Corporate Social Responsibility (CSR) Committee which defines the scope of the CSR Projects of the Company and its implementation as per Board approved CSR policy. The composition of CSR Committee is as follows:

Corporate Social Responsibility Policy

The Company is having CSR policy which sets out the objective, areas, activities and the manner in which the expenditure on CSR obligation would be carried out by the company and the same is available on the website of the company https://lifc.co.in/wp-content/uploads/2024/12/Corporate-Social- Responsibility-Policy .pdf

The brief outline of the CSR Policy, including overview of the programs undertaken by the Company, the composition of the CSR Committee, average net profits of the Company for the past three financial years, prescribed CSR expenditure and details of the amount spent by the Company on CSR activities during the year under review, have been included in Annual report on CSR attached as Annexure-I to this report.

Further, in accordance with the rule 4 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Chief Financial Officer has certified that the funds disbursed have been utilised for the purpose and in the manner approved by the Board for FY 2024-25.

37. RBI GUIDELINES

The Company was registered with Reserve Bank of India (RBI) as a Base Layer Non-Banking Financial Company. During the financial year under review, Board of Directors in their meeting held on August 07,2024 acknowledged that the company has exceeded an asset size of Rs. 1000 crore and therefore has transitioned from Base Layer NBFC to Middle Layer NBFC as per RBI Master Directions. The Company has complied with and continues to comply with all applicable laws, rules, circulars and regulations, including Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023 ("RBI Master Directions"), as amended from time to time.

In accordance with Scale Based Regulation ("SBR"): A Revised Regulatory Framework for NBFCs dated October 22, 2021, the Company falls under the category of Middle Layer (‘NBFC-ML?) Pursuant to the Scale Based Regulations, the RBI has classified your Company as NBFC in Middle Layer ("ML"). Your Company has ensured full compliance with various requirements prescribed under SBR for NBFC-ML within the specified timelines including adopting policy for enhanced regulatory framework, Internal Capital Adequacy Assessment Process Policy (ICAAP).

As a Prudent practice, your Company makes accelerated provisioning than that required by RBI for NBFCs in form of Impairment Loss Allowances under ECL Framework.

38. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS, IMPACTING THE GOING CONCERN STATUS OF THE COMPANY AND ITS FUTURE OPERATIONS

During the period under review there were no significant material orders passed by the Regulators/ Courts/ Tribunals which would impact the going concern status of the Company and its future operations.

39. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate internal financial controls with reference to Financial Statements. Internal control systems comprising of policies and procedures, are designed to ensure sound management of your Company?s operations, safekeeping of its assets, optimal utilization of resources, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records,

reliability of its financial information and compliance. Systems and procedures are periodically reviewed to keep pace with the growing size and complexity of your Company?s operations.

40. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 and 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividend, if not claimed for a period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, shall be transferred to the Investor Education and Protection Fund ("IEPF").

The provision of Section 125 (2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid in the previous years.

41. STATEMENT ON COMPLIANCE OF SECRETARIAL STANDARDS

Your Directors state that they have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively and 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 with by your Company.

42. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the financial year under review, the Company has neither made any applications, nor any proceedings were pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) therefore, it is not applicable on the company.

43. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed analysis of the Company?s performance is discussed in the Management Discussion and Analysis, in accordance with the applicable provisions of Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023 which forms an integral part of this Annual Report as Annexure-VIII. The report discusses in detail the overall industry situation, economic developments, sector wise performance, outlook, risks & concerns, material developments and state of Company?s affairs.

44. DIRECTORS? RESPONSIBILITY STATEMENT

Your Directors would like to inform that the audited financial statements for the financial year ended March 31, 2025, are in conformity with the requirements of Clause (c) of Sub-section (3) of Section 134 of the Companies Act, 2013 ("Act") and hereby confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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 period;

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

d) the Directors had prepared the annual accounts on a going concern basis;

e) the Directors had 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) 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.

45. COMPLAINTS RECEIVED FROM CUSTOMERS

46. CORPORATE GOVERNANCE

Your Company believes that a good corporate governance system is necessary to ensure its long-term success. Your Company ensures good governance through the implementation of effective policies and procedures, which are mandated and regularly reviewed by the Board or the Committees of the Board of Directors of the Company. The Company?s Board approved Policies has been uploaded on the Company?s website and can be accessed at https://lifc.co.in/policies/.

Further pursuant to Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023 your Company is required to frame internal guidelines on corporate governance with the approval of the board of directors of the Company and accordingly your Company has put in place this policy on Corporate Governance ("Corporate Governance Policy") which can be accessed at Corporate-Governance-Policy-1 .pdf

In accordance with Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023, the Company falls under the category of Middle Layer (‘NBFC-ML?) based on which the Company shall endeavour to make disclosure in accordance with the requirement of Paragraph C of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. In compliance with these requirements, the Report on Corporate Governance forms an integral part of this Annual Report and is annexed herewith as Annexure-II.

47. EMPLOYEE REMUNERTION

Pursuant to Section 2(52) of the Act read with Rule 2A of the Companies (Specification of Definitions Details) Rules, 2014, public companies which have not listed their equity shares on a recognised stock exchange but have listed their non-convertible debt securities issued on private placement basis in terms of Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021, shall not be considered as listed Company in terms of the Act. Hence, provisions of

section 197(12) of the Act read with rules 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are not applicable on the Company.

48. OTHER DISCLOSURES

Other disclosures with respect to the Board?s Report as required under the Companies Act, 2013 and the Rules notified thereunder are either NIL or NOT APPLICABLE.

49. ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of the contribution made by employees at all levels, towards the continued growth and prosperity of your Company. Your Director also wishes to place on record their appreciation to business constituents, banks and other financial institutions and shareholders, of the Company for their continued support.