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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Indus Finance Ltd.

Mar 31, 2025

Your directors are pleased to present this 34^th Annual Report of the Company for the year ended 31^st March 2025.

1. FINANCIAL HIGHLIGHTS AND PERFORMANCE [Rs. In Lakh]
PARTICULARS	2024-25	2023-24
Income from Operations	554.05	339
Other Income	25.20	60.00
Total Income	579.25	399
Total Expenses	395.77	262.08
Profit / (loss) before exceptional items and tax	183.48	136.91
Exceptional Items	48.06	48.06
TAX	27.61	13.86
Profit/(loss) for the period	107.80	74.99
Transfer to Statutory Reserves	21.56	15

2. FINANCIAL PERFORMANCE:

The financial year 2024-25 saw steady performance. The income from operations increased from ? 339 Lacs from that of previous FY 2023-24 to ? 554.05 Lacs for the current FY 2024-25. The profit for the FY 2024-25 shows an increase from ?74.99 Lacs of previous FY 2023-24 to ? 107.80 Lacs. While analysing the progress made your company has kept close watch on the market developments.

3. STATE OF AFFAIRS OF THE COMPANY

The financial year witnessed stable growth in the loan portfolio, prudent risk management practices, and improved asset quality. The Company continues to focus on maintaining a diversified lending portfolio, strengthening credit appraisal mechanisms and enhancing customer service through digital and operational improvements.

Despite the dynamic macroeconomic conditions and regulatory changes in the NBFC sector, the Company ensured compliance with all applicable statutory and regulatory requirements and maintained a sound financial position. The management remains committed to growing the business in a sustainable and compliant manner, while creating long-term value for stakeholders.

4. SEGMENT-WISE OR PRODUCT-WISE PERFORMANCE

The Company operates only in single segment which is NBFC. Thus, there is no segment/ product wise performance reporting.

5. DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

While scaling operations, the NBFC maintained sound ALM and NPA control frameworks; strategic investments in digital underwriting enhanced attrition Drivings while underwriting quality remained stable under our internal control systems.

6. DIVIDEND:

The Board of Directors recommend a final dividend of ?0.50/- per equity share for the Financial Year ended 2024-25. The dividend on equity shares is subject to the Shareholders'' approval at the ensuing Annual General Meeting (âAGM'').

7. MARKET SCENARIO:(a)Regulatory Environment- Industry structure and developments:

During the financial year 2024-25, the Reserve Bank of India (RBI), through its Department of Supervision, continued to strengthen the regulatory oversight of Non-Banking Financial Companies (NBFCs). Emphasis was placed on the timely submission of comprehensive regulatory returns, stricter assessment of licensing and registration criteria, and intensified supervisory actions against entities found to be non-compliant.

The RBI''s Scale-Based Regulatory (SBR) Framework, introduced earlier, continued to shape the operational environment for NBFCs. This framework classifies NBFCs into four distinct layers based on size, activity, and systemic risk:

(a) NBFC - Base Layer,

(b) NBFC - Middle Layer,

(d) NBFC - Top Layer

This classification ensures calibrated regulatory intensity and aims to promote financial stability, improve governance standards, and mitigate systemic risk in the financial ecosystem.

Amid evolving market dynamics and heightened global uncertainty, the RBI has taken proactive steps to address governance vulnerabilities and enforce prudent risk management across the NBFC sector.

Your Company falls under the Base Layer, and is classified as a Non-Banking Financial Company - Investment and Credit Company (NBFC-ICC). It has remained compliant with all applicable regulatory requirements, including:

â¢ Submission of borrower data to all four Credit Information Companies (CICs) under the Credit Information Companies (Regulation) Act, 2005 (CICRA)

â¢ Periodic uploading, updating, and verification of KYC data through the Central KYC (CKYC) Registry

â¢ Disclosure of borrowing and security information to the Information Utility (IU) under Section 210 of the Insolvency and Bankruptcy Code, 2016

â¢ Registration of charges and asset mortgages with CERSAI (Central Registry of Securitisation Asset Reconstruction and Security Interest of India)

â¢ Registration with the Financial Intelligence Unit (FIU-IND) and reporting of suspicious or fraudulent transactions, as mandated under the Prevention of Money Laundering Act (PMLA), 2002

The Company continues to monitor regulatory updates closely and remains committed to maintaining high standards of transparency, governance, and compliance in line with RBI directives.

(b)Domestic Economy in 2025:

In FY 2024-25, India''s economy remained resilient amid global uncertainties, including the Russia-Ukraine war and the Israel-Gaza conflict, which disrupted global commodity flows and pushed up crude prices. Despite these headwinds, growth in India was driven by strong rural demand, steady manufacturing activity, and rising consumer confidence.

Credit growth to industry remained moderate, reflecting cautious private investment, while non-food credit held steady at around 15%, with NBFCs contributing significantly, especially in services where their share remained around 35%. A sharp rise in personal loans and housing demand led to double-digit growth in the construction sector.

India''s growth continues to be anchored in its domestic consumption, government-led capex, and digital financial inclusion, positioning it as one of the world''s fastest-growing major economies.

(c). NBFC sector in 2025:

With over 9,500 registered entities as of March 2025, the NBFC sector continued to witness robust growth during the year, led by strong momentum in the retail lending segment. Increasing co-lending partnerships with banks have strengthened the role of NBFCs in supplementing the formal banking system, especially in reaching underserved sectors and geographies.

Key segments such as housing finance, microfinance, and consumer credit remained major growth drivers, supported by a rising middle class, targeted policy initiatives, and an ongoing push for financial inclusion.

Digitisation has significantly transformed the sectorâstreamlining loan processing, enhancing customer experience, and enabling wider credit penetration through mobile and fintech platforms.

NBFCs now account for approximately 18-19% of India''s total outstanding credit, underlining their growing significance in the country''s financial architecture and their contribution to inclusive, broad-based economic growth.

8. Future Outlook:

The NBFC sector is poised for sustained growth, driven by strong governance, responsible innovation, and increasing credit demand. Institutions that align with RBI regulations, embrace ethical lending, and adopt a customer-first approach are expected to lead.

Co-lending offers significant opportunities. By combining the distribution and underwriting strengths of NBFCs with combined funding pools, these partnerships can expand credit access efficiently. Success will depend on building robust frameworks for joint credit appraisal, risk sharing, data exchange, and coordinated collections, as guided by RBI norms.

Digitisation continues to transform the sector. Integration with CKYCR, CICs, IUs, and CERSAI is enhancing credit assessment and risk management. Digital lending, data analytics, and tech-led recovery are improving operational efficiency and customer experience.

Opportunities are also emerging in green and sustainable finance, while consolidation may reshape the landscape. NBFCs that invest in technology, partnerships, and inclusive growth models are well-positioned to lead the sector forward.

9. Opportunities & Threat:

India''s transition towards a low-carbon, sustainable economy presents significant opportunities for NBFCs with the capability to finance green energy, energy efficiency, and

other cash flow-backed sustainable projects. These segments often require specialised credit structures and flexible repayment models that traditional lenders may not offer. NBFCs, with their ability to customise lending solutions, are well-positioned to serve this evolving market.

There is also increasing demand for financing in sectors such as renewables, circular economy, sustainable infrastructure, and clean technologies, where stable revenue models (e.g. power purchase agreements, performance-based savings) allow for reliable cash flow-based lending. By combining sector knowledge with innovative credit appraisal, NBFCs can unlock long-term, impact-driven lending opportunities.

A key strength of NBFCs is their flexibility in underwriting and servicing, allowing them to tailor products to the unique needs of borrowers. This agility continues to differentiate them in a competitive credit market.

However, the sector faces several challenges. Competition is intensifying, not only from banks entering new-age lending but also from fintechs and digital-first NBFCs leveraging speed and scale. Simultaneously, regulatory expectations around data quality, consumer protection, and technology governance have become more demanding.

NBFCs continue to operate under constraints when it comes to low-cost funding access. They are not permitted to raise savings or current account deposits, and their term deposits often come at a premium, given investor preference for bank FDs. Refinancing options remain limited to bank credit lines, capital markets, or larger NBFCs â all of which impose cost and margin pressures.

Capital raising, too, has become more challenging post the sectoral disruptions of previous years. With regulators placing increasing emphasis on minimum Net Owned Fund (NOF) levels and prudent leverage, even smaller NBFCs must maintain strong balance sheets to stay compliant and competitive.

Investments in technology, digital compliance infrastructure, and human resource capacitybuilding are becoming essential, particularly for NBFCs entering specialised segments like sustainable finance. These require not only financial capital but also sector expertise and operational discipline.

In this evolving landscape, the ability to build sectoral depth, adopt responsible innovation, and maintain a disciplined risk framework will be key to long-term success.

10. RISKS & CONCERNS:

As with all NBFCs, your Company is subject to credit and operational risks, particularly when serving borrower segments with limited formal credit histories or irregular cash flows. Asset quality deterioration, interest rate movements, and repayment delays can impact liquidity and financial performance.

During the year, the Company experienced a credit event in the Loan Against Property (LAP) segment, involving a large-ticket exposure. The loan is backed by prime real estate with over 2x collateral cover, and includes a contractual reassignment mechanism, offering strong visibility on recovery. There are no legal proceedings or disputes, and the Company is actively engaged in resolution through structured options.

This event is isolated and well-contained, with no material signs of stress in other parts of the portfolio. The Company has taken proactive steps to tighten credit assessment and collateral evaluation standards, particularly for secured high-value loans.

Crucially, the Company maintains a stable liquidity position, supported entirely by intragroup funding, with no external debt obligations. These group borrowings are flexible and can be extended as required, eliminating refinancing risk and supporting continuity of operations.

The Company continues to strengthen its risk management systems. With strong internal controls, conservative leverage, and sector-specific focus, the Company remains well-prepared to manage emerging risks while pursuing prudent growth.

11. FUTURE PLANS:

Your Company aims to strategically expand its loan portfolio by focusing on cash flow-based financing in sectors that promote sustainability and long-term value creation. This includes areas such as green energy, energy efficiency, and other projects with stable, verifiable revenue streamss.

As part of this expansion, the Company plans to actively pursue co-lending partnerships with financial institutions, combining institutional capital with its own sectoral expertise to serve high-potential borrowers more effectively. Co-lending will allow the Company to scale responsibly while maintaining credit discipline and operational control.

To support its growth objectives, the Company proposes to raise equity capital of up to ?50.00 crore through a Rights Issue or other approved modes. It also intends to secure finance on eligible portfolios from banks and development financial institutions in accordance with applicable regulatory norms.

These initiatives are designed to strengthen the Company''s funding base, diversify its risk exposure, and position it as a forward-looking NBFC focused on sustainable finance and collaborative lending models.

12. DISCLOSURE OF ACCOUNTING TREATMENT

There has been no deviation in the accounting treatment followed by the Company during the year from the prescribed Accounting Standards notified under the Companies Act, 2013. Accordingly, no alternative accounting treatment, differing from that prescribed in the applicable Accounting Standards, has been adopted in the preparation of the financial statements. The financial statements present a true and fair view of the state of affairs and performance of the Company.

13. COMPLIANCE AND REGULATORY

During the year under review, the Company has complied with all the prudential norms, regulations and guidelines prescribed by RBI applicable to NBFCs and the laws, regulations, circulars, notifications as required under the Companies Act, 2013, all the applicable SEBI Regulations, tax laws and other regulatory provisions.

14. TRANSFER TO RESERVES

According to the provisions of section 45-IC of the RBI Act, 1934, non-banking financial companies ("NBFCs") are required to transfer a sum not less than 20% of its net profit every year to reserve fund before declaration of any dividend. Accordingly, the Company has transferred a sum of ?21.50 Lacs to the statutory Reserves during the under review.

15. CASH FLOW STATEMENT

In compliance with the provisions of Section 134 of Companies Act, 2013 and Regulation 34(2) (c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Cash flow statement for the financial year ended March 31, 2025 forms part of this Annual

16. DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors hereby state that;

1. In the presentation of the Annual accounts, applicable standards have been followed and there are no material departures.

2. The Directors have selected such accounting policies and apply 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 as at 31^st March, 2025 and profit/loss for the Company for the year ended 31^st March 2025.

3. The Directors have taken proper and sufficient care in the maintenance of adequate accounting records in accordance with the provisions of the Act for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the annual accounts on a going concern basis.

5. 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

6. 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.

17. NUMBER OF MEETINGS OF BOARD

The Board met 4 times during the Financial Year ended 31^st March 2025 on the following dates:

â¢ 27-05-2024

â¢ 24-07-2024

â¢ 25-10-2024

â¢ 11-02-2025

Name of Directors	No. of Meetings attended
Dr. K.R. Shyamsundar	1
Dr. Bala V Kutti	4
Ms. K B K Vasuki	4
Mr. N. Bhaskara Chakkera	4
Mr. Vineet Niranjan Jagtap	4

18. AUDIT COMMITTEE

A qualified and Independent Audit Committee of the Board of the company is functioning. It monitors and supervises the Management''s financial reporting process with a view to ensure accurate and proper disclosure, transparency and quality of financial reporting. The committee reviews the financial and risk management policies and also the adequacy of internal control systems and holds discussions with Statutory Auditors and Internal Auditors. This is enhancing the credibility of the financial disclosures of the company and also provides transparency.

a) Terms of reference

The role and terms of reference of the Audit Committee cover the areas mentioned under Regulation 18 (3) of Listing Regulations and Section 177 of the Companies Act, 2013, besides other terms as may be referred to by the Board of Directors from time to time.

b) Composition

The Company continued to derive immense benefit from the deliberations of the Audit Committee comprising of Directors, Dr. Bala V Kutti, Mr. Vineet Niranjan Jagtap and Ms. K B K Vasuki who are highly experienced and having knowledge in project finance, accounts and company law. Ms. K. B. K. Vasuki is the Chairman of the Audit Committee. The Company Secretary acts as the Secretary of the Audit Committee.

c) Meetings and attendance during the year

The Committee met 4 times during the Financial Year ended 31^st March 2025. These were on

â¢ 27-05-2024

â¢ 24-07-2024

â¢ 25-10-2024

â¢ 11-02-2025

The details of the attendance of the Members are as follows:

Name of Members	No. of Meetings attended
Mr. Vineet Niranjan Jagtap	4
Dr. Bala V Kutti	4
Ms. K B K Vasuki	4

d) Details of Recommendations of Audit Committee which were not accepted by the

Board along with reasons

During the year the Board of Directors has considered all the recommendations made by the Audit Committee and has accepted and carried on the recommendations suggested by the Committee to its satisfaction. Hence there are no recommendations unaccepted by the Board of Directors of the Company during the year under review.

e) Criteria for evaluation of the performance of the independent directors

The criteria for evaluation of the performance of Independent Directors, include their qualification, experience, competency, knowledge, understanding of respective roles (as Independent Director and as a member of the Committee of which they are Members/Chairpersons), adherence to Codes and ethics, conduct, attendance and participation in the meetings, etc.

19. NOMINATION AND REMUNERATION COMMITTEEa) Term of reference

The role and terms of reference of the Nomination and Remuneration Committee cover the areas mentioned under Regulation 19 (4) of Listing Regulations and Section 178 of the Companies Act, 2013, besides other terms as may be referred to by the Board of Directors from time to time.

b) Composition, name of members and Chairperson

The Committee consists of the following members of the Board Dr. Bala V Kutti, Mr. Vineet Niranjan Jagtap and Ms. K B K Vasuki.

20. STAKE HOLDERS RELATIONSHIP COMMITTEEa) Term of reference

The role and terms of reference of the cover the areas mentioned under Section 178 of the Companies Act, 2013, besides other terms as may be referred to by the Board of Directors from time to time.

b) Composition, name of members and Chairperson

The Committee consists of the following members of the Board Dr. Bala V Kutti, Mr. Vineet Niranjan Jagtap and Ms. K B K Vasuki (Chairperson).

c) Meetings and attendance during the year

The Committee met 1 time during the Financial Year ended 31^st March 2025 on 11^thFebruary, 2025 and all the Members of the Committee were present.

21. THE KEY PARAMETERS FOR ANY VARIABLE COMPONENT OF REMUNERATION AVAILED BY THE DIRECTORS

None

22. POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION

The details are available in the website of the Company at https://indusfinance.in/policies/

23. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct as per the Guidelines issued by the Securities and Exchange Board of India for prevention of insider trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code 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.

24. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED. CHANGED THEIR DESIGNATION AND RESGINED OF THE COMPANIES ACT. 2013.

S. No	DIRECTOR AND DESIGNATION	DATE
1.	Mr. Shyam Sundar- Independent Director	Cessation -19/07/2024
2.	Mr. N. Bhaskara Chakkera - Executive Director	Change in designation -16/04/2024
3.	Mr. N. Bhaskara Chakkera - Non - executive Director	Change in designation -25/04/2025
4.	Mr. N. Bhaskara Chakkera - Chief Executive Officer	Cessation -25/04/2025
5.	Mr. Vineet Niranjan Jagtap - Independent Director	Change in designation -16/04/2024
6.	Ms. Alice Chhikara	Appointment - 27/05/2025

25. STATEMENT ON INTEGRITY. EXPERTISE AND EXPERIENCE (INCLUDING PROFICIENCY) OF INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

Pursuant to the provisions of Section 134(3)(d) of the Companies Act, 2013 and Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors hereby states that, in its opinion, Mr. Vineet Niranjan Jagtap Independent Director, appointed during the year possess the required

integrity, expertise, and experience (including proficiency) to effectively discharge their duties as Independent Directors of the Company.

The Board further affirms that the integrity, qualifications, professional background, and extensive experience of the Independent Directors are commensurate with the responsibilities entrusted to them and are in alignment with the highest standards of corporate governance. The proficiency of the said Independent Directors has been evaluated in accordance with the applicable provisions of the Companies Act, 2013.

26. RE-APPOINTMENT OF DIRECTORS RETIRING BY ROTATION

In terms of Section 152 of the Companies Act, 2013, Dr. Bala V Kutti (DIN: 00765036) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The Board of Directors based on the recommendation of Nomination and Remuneration Committee, has recommended the re-appointment of Dr. Bala V Kutti (DIN: 00765036) retiring by rotation.

27. Disclosure of certain types of agreements binding listed entities

Information disclosed under clause 5A of paragraph A of Part A of Schedule III of these regulations - NIL.

28. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

The company did not receive any service requests from shareholders for issue of duplicate share certificates, endorsement, transmission, transposition, etc during the year under review.

29. COMPLIANCE WITH CODE OF CONDUCT

The Company has framed Code of Conduct for the Board of Directors and Senior Management personnel of the Company. The Code of Conduct is available on the Company''s website. All the Board of Directors and Senior Management personnel have affirmed compliance with the Code of conduct as on March 31,2025.

As required under Regulation 26(3) and Schedule V (D) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a declaration from Mr. Bala Venckat Kutti Managing Director to this effect has been furnished in the Annual Report as Annexure- 1.

30. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS

Detailed information is provided in respect of loans under long term loans and advances in Notes forming part of the financial statement; similarly detailed information is provided under Non - Current Investments in Notes forming part of the financial statement. As regards guarantee, the Company has not provided any guarantee to any person or Bodies Corporate.

31. BUSINESS RISK MANAGEMENT

The details are available in the website of the Company at https://indusfinance.in/wpcontent/uploads/2021 /06/RISK.pdf

32. RIGHTS ISSUE:

During the financial year, the Board has approved the proposal for a fresh rights issue of up to ?50 Crores for expansion requirements and a committee is formed to negotiate the terms and appoint agencies to complete the task in compliance with Statutory and regulatory requirements.

33. BOARD EVALUATION:

Section 134 of the Companies Act, 2013 states that formal evaluation needs to be made by the Board, of its own performance and that of its committees and the individual Directors. Schedule IV of the Companies Act,2013 and regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors excluding the Directors being evaluated.

Pursuant to the Provisions of Section 134 (3) (p) of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 the Board has carried out an evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its shareholders etc. The Directors expressed their satisfaction with the evaluation process.

34. DEPOSITS:

During the year under review the company has not accepted any deposits from the public within the ambit of section 73 of the companies Act, 2013 and the companies (Acceptance of Deposits) Rules, 2014.

35. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE:

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

36. VIGIL MECHANISM

As required under Section 177 of Companies Act, 2013 (the Act) and Regulation 22 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, the Company has established a vigil mechanism for Directors and employees to report genuine concerns through the whistle blower policy of the Company as published in the website of the Company. As prescribed under the Act and the Listing Regulations, provision has been made for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

37. FINANCIAL STATEMENT OF THE SUBSIDIARY COMPANY IF ANY

The Company does not have any Subsidiaries.

38. INDUSTRIAL RELATIONS AND PARTICULARS OF EMPLOYEES

As on 31^st March 2025, your Company had 7 employees on its rolls. The employees will be inducted into permanent services of the Company after training to fill up vacancies as when arises. Your company has not issued any shares under Employees Stock Option Scheme during the year under review.

39. DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS:

During the financial year there has been a significant rise only in Debtors Turnover, which shows more than 25% increase from 0.58 times of the immediately previous financial year to 0.87 for the current year.

40. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT

There were no material developments in relation to Human Resources / Industrial Relations in your Company as the Company has minimum employee strength.

41. DETAILS OF ANY CHANGE IN RETURN ON NET WORTH AS COMPARED TO THE IMMEDIATELY PREVIOUS FINANCIAL YEAR ALONG WITH A DETAILED EXPLANATION THEREO

The Return on Net Worth (RoNW) for the financial year ended 31st March 2025 stood at 6.43%, as compared to 4.31% in the previous financial year 31st March 2024. The increase in RoNW is primarily attributable to improved operational efficiency and enhanced profitability during the year under review. The Company recorded higher income from core business activities, alongside prudent cost management measures, which collectively contributed to the improvement in net profit and, consequently, a higher return on shareholders'' equity.

42. AUDITORS

As per section 139 (2) of the Companies Act, 2013 M/s. B.N. MISRA & Co. (ICAI Firm Registration No. 321095E) was appointed as Statutory Auditors of the company to hold the office from the conclusion of 31st Annual General Meeting until the conclusion of the 36th Annual General Meeting. The Independent Auditors Report given by the Auditors on the financial statement of the Company is forming part of the Annual Report. There are no qualifications, reservations or adverse remarks or disclaimers made in the Auditors'' Report for the financial year.

43. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

NIL

44. ANNUAL RETURN

Pursuant to the provisions of Section 134(3) (a) of the Companies Act, 2013, the Annual return as per provisions of Section 92 (3) of the Companies Act, 2013 can be viewed on the website of the company www.indusfinance.in and can be accessed at https://indusfinance.in/wp-content/uploads/2024/06/IFL-ANNUAL-REPORT-2023-24.pdf

45. INDEPENDENT DIRECTORSâ DECLARATION

The Company has received declarations from all the Independent Directors on the board of the Company for the year under review, confirming that they continue to meet with the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 25 & 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and amendments made under thereto. The Independent Directors have also confirmed that they are not on the Board of more than three NBFCs (NBFC-Middle Layer or NBFC-Upper Layer) at the same time in line with RBI Scale Based Regulations.

46. COMPANYâS POLICY RELATING TO DIRECTORSâ APPOINTMENT. PAYMENT OF REMUNERATION AND OTHER MATTERS PROVIDED UNDER SECTION 178(3) OF THE COMPANIES ACT. 2013:

The Board, on the recommendation of the Nomination and Remuneration Committee, had framed a policy which inter alia provides the criteria for selection and appointment of Directors, Key Managerial Personnel, Senior Management, evaluation of their performance and the remuneration payable to them. The criteria for determining qualifications, positive attributes and independence of Directors have been stated in the Nomination and Remuneration Policy. The Nomination and Remuneration policy of the company is available in the website of the Company at https://indusfinance.in/wp-content/uploads/2021/06/EMPQLICY.pdf.

47. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

During the Financial Year 2024-25, your Company has complied with applicable Secretarial Standards, namely SS-1 & SS-2 issued by the Institute of Company Secretaries of India.

48. CONSERVATION OF ENERGY/TECHNOLOGY ABSORPTION/FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of Energy:
Steps taken or impact on conservation of energy	The operations of the Company are not energy-intensive. However, wherever possible, the Company strives to curtail the consumption of energy on a continuing basis.
Steps taken by the company for utilizing alternate sources of energy
Capital investment on energy conservation

B. Technology absorption:
Efforts made towards technology absorption
Benefits derived like product improvement, cost reduction, product development or import substitution
Expenditure on Research & Development, if any	Not
Details of technology imported, if any	Applica ble
Year of import	Applica ble
Whether imported technology fully Absorbed
Areas where absorption of imported technology has not taken place, if any

C. Foreign Exchange Earning and Outgo:

Total Foreign exchange earned: NIL Total Foreign exchange outgo; NIL

49. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Your Company does not fall under the purview of Section 135 and Schedule VII of the Companies Act, 2013 read with The Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended.

50. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013

The Company is not required to have an Internal Complaints Committees as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company firmly provides a safe, supportive and friendly workplace environment and workplace where our values come to life through the underlying behaviours. Positive workplace environment and a great employee experience are integral parts of our culture. During the year under review, there were no cases filed pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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

NIL

52. 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

NIL

53. MATERIAL CHANGES AND COMMITMENTS

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

54. Disclosures pursuant to the provisions of Section 197(12) of the Companies Act. 2013 read with Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014.
The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year - 2024-25	5.09
The percentage increase in remuneration of each director. Chief Financial Officer. Company Secretary in the financial year - 2024-25.
The percentage increase in the median remuneration of employees in the financial Year - 2024-25	27.35
The number of permanent employees on the rolls of Company as on 31^st March 2025	7
Average percentage increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentage increase in the managerial remuneration and justification thereof.	20 % i ncrease in other than Managerial Personnel. No increase in remuneration of Managerial Personnel.
Affirmation that the Remuneration is as per the	The remuneration is as per the

Remuneration Policy

Nomination and Remuneration Policy for the Directors, Key Managerial Personnel and Other Employees of the Company, formulated pursuant to the provisions of Section 178 of the Companies Act, 2013

55. Particulars of Employees and Related Disclosures

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report. Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. Having regard to the provisions of the second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may address their email to contact@indusfinance.in.

56. REPORT AS PER SECTION 134 READ WITH RULE 8 AND SUB RULE 5 OF COMPANIES ACCOUNTS RULES 2014

i. Change in nature of business, if any: NIL

ii. Name of Companies which have become or ceased to be its subsidiaries, Joint Ventures or associate companies during the year: NA

57. TRANSACTIONS WITH RELATED PARTIES

The particulars of material contracts or arrangements with related parties referred to in section 188(1) and applicable rules of the Companies Act, 2013 are provided with respect to Related Parties under the Notes on accounts and transactions with related parties are given in detail under note No.23 of the notes on accounts in the format Form AOC-2, which forms part of this report in Annexure II.

58. COST AUDIT & COST REPORT

Provisions relating to cost audit and cost records are not applicable to the Company.

59. SECRETARIAL AUDIT REPORT

M/s. KRA & Associates, Practising Company Secretaries are the Secretarial Auditors of the Company for the year under review and the report received from Ms. Aishwarya - Partner, M/s. KRA & Associates is attached with this report in Form No. MR-3 under Annexure III. For the current financial year, we have not received any qualification, reservation or adverse remark or disclaimer in the Audit Report.

60. ADEQUACY OF INTERNAL CONTROL

Your Company has effective and adequate internal control systems in combination with delegation of powers. The control system is also supported by internal audits and management reviews with documented policies and procedures.

M/s. Kailash Jain & Associates, Chartered Accountants, are the Internal Auditors who continuously monitor and strengthen the financial control procedures in line with the operations of the Company.

61. PERSONNEL

Employee relations have been very cordial during the financial year ended March 31, 2025. The Board wishes to place on record their appreciation to all the employees in the Company for their sustained efforts and immense contribution to the high level of performance and growth of the business during the year. The Management team of the Company comprises of experienced passionate driven professionals committed to the organizational goals.

62. ACKNOWLEDGEMENT

The Directors wish to place on record their sincere thanks and gratitude to all the Shareholders, Bankers, State Governments, Central Government and agencies, statutory bodies and customers for their continued co-operation and excellent support extended to the Company from time to time. Your Directors place on record their utmost appreciation for the sincere and devoted services rendered by the employees at all levels.

Mar 31, 2024

The Directors are pleased to present this 33^rd Annual Report of the Company together with the Audited Accounts for the year ended 31^st March 2024.

FINANCIAL HIGHLIGHTS AND PERFORMANCE

[Rs. In Lakh]
PARTICULARS	2023-24	2022-23
Income from Operations	339.00	212.75
Other Income	60.00	49.92
Gross receipts	399.00	262.67
Expenses	258.71	214.98
Depreciation & Amortization	51.44	3.08
Total Expenses	310.15	218.06
PBT	88.85	44.60
TAX	13.86	5.31
PAT	74.99	39.29
Transfer to Statutory Reserves	15.10	7.86

FINANCIAL PERFORMANCE:

The financial year 2023-24 saw steady performance. The income from operations improved by 59% over the previous year, mainly due to the turnaround and better performance of the loan portfolio. Gross receipts were higher by 52% and the PAT during the year under review doubled to Rs 88.85 lakh compared to Rs.39.29 lakh during the previous year. Depreciation & Amortizations were higher by Rs 48.36 lakh, so also the finance cost of funds which have significant contribution for the increased expenses.While analysing the progress made your company has kept close watch on the market developments and some of the information collated are as follows.

DIVIDEND:

A final dividend of Rs.0.30 (Thirty Paise Only) per equity share on the paid up equity share capital of the Company, as recommended by the Board of Directors

MARKET SCENARIO:(a)Regulatorv Environment- Industry structure and developments:

Year 2023-24 saw Regulator (Department of Supervision, RBI) introducing stricter, comprehensive regulatory returns and focusing on examining licensing requirements for NBFCs and initiating supervisory actions against non-compliant entities. The RBI has implemented a new four-layer regulatory structure for NBFCs based on their size, activity, and perceived riskiness and issued Master Directions on Scale Based Regulations. The SBR classifies NBFCs in to 4 categories viz. (a) NBFC-Base Layer: (b) NBFC-Middle Layer: (c) NBFC-Upper Layer: and (d) NBFC-Top Layer (Ideally Empty. The new structure aims at better regulatory norms and stringent compliances and is expected to bring more stability and order to the NBFC sector. Concerned about potential spillover effects of certain turbulent environment in the past on the financial services industry, the Reserve Bank of India (RBI) has taken proactive measures by tightening regulations and intensifying scrutiny of NBFCs. These measures aim to address governance issues, strengthen risk management practices, and enhance overall supervision.Your Company falls under the Base Layer and is categorised as NBFC-Investment and Credit Company (NBFC-ICC) and has complied with all regulatory directions/guidelines like reporting customer data to all the four Credit Information Companies (CICs) as per Credit Information Companies (Regulations) Act,2005 (CICRA), submission, downloading or updating the KYC data of the customers to/from the CKYC Registry, registering/ notifying the details of borrowers with the Information Utility(IU) registered with the IBBI under section 210 of IBC_J2016, registering/notifying the asset mortgage details with CERSAI in respect of the mortgaged assets of the borrowers. Your company is also registered with the Financial Intelligence Unit of India (FIU) for reporting of any suspicious transaction or fraud.

(b) Domestic Economy in 2024:

Despite much global turbulence like Russia-Ukraine war, Israel-Gaza attack which resulted in steep hike in crude price and movement of essentials commodities, the Indian economy during the financial year 2023-24 continued to exhibit strong performance with broad-based growth across sectors, driven by pickup in rural demand and sustained momentum in the manufacturing sector. Post pandemic, credit to Industry has been moderating and continues to do so. However, marginal decrease during the year compared to 2023 indicate slow pick up of private investment during the year despite growth in manufacturing. Overall non-food credit flow has been steady during the year and hovering around 15%. There was robust growth in credit to service sector, with share of NBFC credit to service sector remaining around 35%. There was high level of growth in personal loan indicating better consumer confidence in growth & stability. The robust demand for residential accelerated the growth of the construction sector by double digits. The manufacturing and service sectors also experienced considerable progress.

With Over 9000 registered NBFCs in the country, the NBFC sector continued with healthy growth this year with retail segment making the bulk. Since 2023 many NBFCs have engaged in co-lending partnerships with major banks, thus playing a pivotal role in the economy, complementing traditional banks by providing funds to various sectors. The NBFC sector in India has witnessed remarkable transformations since its emergence, with segments such as housing finance, microfinance and consumer finance contributing to its expansion. This growth is driven by various factors, such as a rising middle class, enhanced financial inclusion and positive policy interventions. Digitisation has been a game-changer for the Nonbanking Financial Company (NBFC) sector, enabling faster and more efficient processes, as well as a superior customer experience. India''s digital consumer base is the second largest in the world and growing at the second-fastest rate amongst major economies. India''s inclusive digital model is narrowing the digital divide within the country and bringing benefits of technology to all segments of people. Share of NBFCs in overall credit in India as at March 2024 stood approximately at Rs34.00 lakh crore (18%) as against Rs 4.00 lakh crore (12%) March 2008.

Future Outlook:

Experts believe that NBFCs with strong fundamentals, affective risk management and good corporate governance are well positioned for success. Strict adherence to Regulatory norms, ethical lending practices, adapting technology with responsibility and customer satisfaction will be crucial for success. With co-lending picking up and adequate funds at their disposal, NBFC sector is expected to see sustained growth as credit demand recovers and interest rates stabilise. Strategic partnership with traditional banks can unlock new growth opportunities for NBFCs. Both Banks and NBFCs can have leverage in terms of Bank''s extensive infrastructure and NBFCs specialised services in certain functional areas. Retaining customers and acquiring new clients will be critical for sustained growth of NBFCs. The sector may witness consolidation and merger of small players. Sharing data through common platforms like CKYCR and CICs will provide opportunities to NBFCs to specialize in niche areas and offer innovative financial products. The use of scorecards provided by the CICs and the data available with IUs, CERSAI/CKYC would enable the NBFCs to improve their credit assessment capabilities. With the help of digital collection and data analysis NBFCs are expected to improve their collection efficiency. Green and sustainable financing is also emerging as a sunrise sector, with NBFCs playing a key role in financing projects that promote environmental sustainability. The manufacturing sector is also expected to maintain its momentum on the back of sustained profitability and pick-up in rural demand. The Regulator appear to be very vigilant and ensures strict compliance of regulatory directions which is very much essential for stability and integrity of NBFC sector. However, the regulatory norms of recognition of asset quality becoming 90 days (earlier 180 days) even for Base layer NBFCs is likely cause raise in non-performing assets of some of the aggressive players.

The future of NBFCs in India appears to be positive, with the sector striving for continued growth. As the economy grows more individuals and business, seek credit and NBFCs appear to be in very good position to meet the demand.

Opportunities & Threat:

Credit to the rural people is one of the biggest opportunities NBFCs can bank upon. Most of the Rural area in the country still having limited presence of banks and the credit demand in the rural area picking up, with people in the Rural sector not having borrowing history in the past, NBFCs have first mover advantage in terms of credit assessment as well as faster delivery of credit. Yet another area which boosts for NBFC credit is the Micro, Small and Medium enterprises [MSME] sector wherein NBFCs provide funds based on their invoices due for payment with less paperwork. One of the key advantages of NBFCs is their ability to be flexible in their lending practices. Unlike banks, which have a rigid set of guidelines for lending, NBFCs can tailor their lending practices to meet the specific needs of their clients. This has made them an attractive option for those who are looking for more personalised financial services.

NBFC sector faces significant challenges, especially from the banking industry. Banks targeting the same customer base as NBFCs will require scale, resulting in intensified competition in the sector. There is increased competition from the existing players and potential new entrants like fintech companies also. Ensuring new regulatory compliance, accurate data reporting and consumer protection guidelines, mitigating cyber security risks associated with the technology are the fresh challenges. Accessing low-cost funds has always been a dream for this sector. Unlike banks, NBFCs are not allowed to have Savings and Current accounts which account for substantial low-cost funds of banking Industry. Even the term deposits also cost more for this sector as customers prefer Bank FD for easy liquidity in case of emergency. Another challenge faced by the NBFCs is getting refinance for their smooth working. The major source of refinancing all these days was Bank credit, capital market and many a times from the competitors or large NBFCs. In all the cases NBFCs have to work on a thin margin or spread and always bear the brunt of recovery and bad debt.

Raising money from the capital market also has been not easy for the NBFCs in the last couple of years with the failure & its after effect of some of the large NBFCs. With the Financial market growing day by day ,the loan ticket size getting bigger and the regulator also insisting for reasonable Net own funds in the coming years, survival of many NBFCs becomes a question mark. Though the smaller NBFCs are exempted from capital adequate ratio (CRAR), they cannot surpass the leverage ratio beyond 7. Increased regulatory compliance, technology-oriented platforms, training need extra money on educating people including the personnel.

RISKS & CONCERNS:

Credit & Operational Risks are the inherent risks associated with the business module of NBFCs as most of them are exposed to non-traditional sector and clients with poor or no past credit history. Default in repayment obligations by the borrowers and effect of consequential actions, deterioration of quality of assets due to prolonged legal battles have serious repercussion on the performance of NBFCs. Very often many NBFCs end up losing substantial portion of the money lent when the loan assets go bad and the prime or collateral securities are inadequate for the full recovery of the loan. Increased default & poor recovery also results in Liquidity mismatch or Asset Liability mismatch forcing the NBFCs to resort to borrowing at high interest rates so as to meet the obligations. Fluctuating interest rates depending on the demand & supply of credit is also a concern for the NBFCs. Studies indicate that unhealthy competition, poor KYC and credit appraisal system, not so impressive Operational Risk Management system and absence of standard operating systems were the root cause for the failure of some large NBFCs in the sector.

IFL always followed all the statutory and regulatory guidelines issued in dealing with the situation. Your Company has appropriate policies in place to manage the various risk associated with the business of the company. As mentioned in our earlier year''s reports, the cautious wait & watch approach adapted by the Company for the last couple of years has enabled to survive the vulnerable market conditions. With the economy & the business having crossed the pre-covid position and the Company having made substantial progress in the concluded financial year, IFL wishes to increase the business substantially in the ensuing financial year.

FUTURE PLANS:

In order to capitalise on the growing demand for financial needs of green power sector, commercial last mile and turn around opportunities available in the market and growing retail market, your company plans to increase the loan portfolio substantially with more focus on entities and projects with regular cash flow to meet the expansion needs. Your company plans to raise equity capital up to Rs 50.00 crore by way of Right''s issue or any other mode of capital raising during the year 2024-25.Your company is also planning to raise refinance on existing and new portfolio from FIs /Banks within the eligible norms as prescribed under the Regulatory norms.

TRANSFER TO RESERVES

The Company transferred Rs.15.10 Lacs to the statutory Reserves during the under review.

CASH FLOW STATEMENT

DIRECTORSâ RESPONSIBILITY STATE MENT

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors hereby state that;

1. In the presentation of the Annual accounts, applicable standards have been followed and there are no material departures.

2. The Directors have selected such accounting policies and apply 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 as at 31^st March, 2024 and profit/loss for the Company for the year ended 31^st March 2024.

4. The Directors have prepared the annual accounts on a going concern basis.

5. 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

6. 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.

NUMBER OF MEETINGS OF BOARD

The Board met 6 times during the Financial Year ended 31^st March 2024. These were on 05-04-2023, 29-05-2023, 10-08-2023, 06-11-2023, 01-02-2024, 20-03-2024.

Name of Directors	No. of Meetings attended
Mr. Niranjan R. Jagtap	4
Dr. K.R. Shyamsundar	5
Dr. Bala V Kutti	6
Ms. K B K Vasuki	6
Mr. N.Bhaskara Chakkera	6
Mr. Vineet Niranjan Jagtap	2

AUDIT COMMITTEE

a) Terms of reference

b) Composition

The Company continued to derive immense benefit from the deliberation of the Audit Committee comprising of Directors, Dr. K.R. Shyamsundar, Dr. Bala V Kutti and Ms. K B K Vasuki who are highly experienced and having knowledge in project finance, accounts and company law. Ms. K B K Vasuki is the Chairman of the Audit Committee. The Company Secretary acts as the Secretary of the Audit Committee.

c) Meetings and attendance during the year

The Committee met 5 times during the Financial Year ended 31^st March 2024. These were on 05-04-2023, 29-5-2023,10-82023,06-11-2023,01-02-2024.

The details of the attendance of the Members are as follows:

Name of Directors	No. of Meetings attended
Mr. Niranjan R. Jagtap	3
Dr. K.R. Shyamsundar	4
Dr. Bala V Kutti	1
Ms. K B K Vasuki	4

d) Details of Recommendations of Audit Committee which were not accepted by the Board along with reasons

e) Criteria for evaluation of the performance of the independent directors

NOMINATION AND REMUNERATION COMMITTEEa) Term of reference

b) Composition, name of members and Chairperson

The Committee consists of the following members of the Board Ms. K B K Vasuki (Chairman), Dr. K.R. Shyamsundar and Dr. Bala V Kutti.

c) Meetings and attendance during the year

The Committee met on 10.08.2023, 01.02.2024 during the Financial Year 2023-24 and the details of the attendance of the Members are as follows:

Name of Directors	No. of Meetings attended
Mr. Niranjan R. Jagtap (cessation on 20.11.2023)	1
Dr. K.R. Shyamsundar	2
Ms. K B K Vasuki	2
Dr. Bala V Kutti	1

STAKE HOLDERS RELATIONSHIP COMMITTEEa) Term of reference

The role and terms of reference of the cover the areas mentioned under Section 178 of the Companies Act, 2013, besides other terms as may be referred to by the Board of Directors from time to time.

b) Composition, name of members and Chairperson

The Committee consists of the following members of the Board Dr. Bala V Kutti, Dr. K.R. Shyamsundar and Ms. K B K Vasuki (Chairman).

c) Meetings and attendance during the year

The Committee met on 01-02-2024 during the Financial Year 2023-24 and all the members were present.

THE KEY PARAMETERS FOR ANY VARIABLE COMPONENT OF REMUNERATION AVAILED BY THE DIRECTORS

None

POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION

The details are available in the website of the Company at www.indusfinance.in PREVENTION OF INSIDER TRADING

possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

S.No	DIRECTOR AND DESIGNATION	DATE
1.	Mr. Niranjan R Jagtap - Independent Director	Cessation -20/11/2023
2.	Mr. N..Bhaskara Chakkera - Executive Director	Appointment- 01/02/2024
3.	Mr. Vineet Niranjan Jagtap - Independent Director	Appointment- 01/02/2024

REAPPOINTMENT OF DIRECTORS RETIRING BY ROTATION

In terms of Section 152 of the Companies Act, 2013, Dr. Bala V Kutti (DIN 00765036) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The Board of Directors based on the recommendation of Nomination and Remuneration Committee, has recommended the reappointment of Dr. Bala V Kutti (DIN 00765036) retiring by rotation.

COMPLIANCE WITH CODE OF CONDUCT

As required under Regulation 26(3) and Schedule V (D) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a declaration from Mr. Nanchar Bhaskara Chakkera, CEO to this effect has been furnished in the Annual Report as Annexure- 1.

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS

Detailed information is provided in respect of loans under long term loans and advances in Notes forming part of the financial Statements; similarly detailed information is provided under Non- Current Investments in Notes forming part of the financial statements. As regards guarantee, the Company has not provided any guarantee to any person or Bodies Corporate.

BUSINESS RISK MANAGEMENT

The details are available in the website of the Company at https://indusfinance.in/wpcontent/uploads/2021/06/RISK.pdf BOARD EVALUATION:

DEPOSITS:

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE:

There have been no significant and material orders passed by the courts or regulators or tribunals impacting the going concern status and Companyâs operations.

VIGIL MECHANISM

FINANCIAL STATEMENTS OF THE SUBSIDIARY COMPANY IF ANY

The Company does not have any Subsidiaries.

INDUSTRIAL RELATIONS AND PARTICULARS OF EMPLOYEES

As of 31^st March 2024, Your Company has 7 employees on its rolls. The employees will be inducted in to permanent services of the Company after training to fill up vacancies as when arises. Your company has not issued any shares under Employees" Stock Option Scheme during the year under review.

DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS:

The above mentioned disclosure is not applicable to the company.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT

There were no material developments in relation to Human Resources / Industrial Relations in your Company as the Company has minimum employee strength.

AUDITORS

As per section 139 (2) of the Companies Act, 2013 M/s. B.N MISHRA, Chennai (ICAI Firm Registration No. 321095E) was appointed as Statutory Auditors of the company to hold the office from the conclusion of 31^st Annual General Meeting until the conclusion of the 36^th Annual General Meeting.The Independent Auditors Report given by the Auditors on the financial statements of the Company is forming part of the Annual Report.

Details In Respect Of Frauds Reported By Auditors Under Sub-Section (12) Of Section 143 Other Than Those Which Are Reportable To The Central Government

NIL

ANNUAL RETURN

INDEPENDENT DIRECTORSâ DECLARATION

Companyâs policy relating to Directorâs appointment, payment of remuneration and other matters provided under Section 178(3) of the Companies Act, 2013:

The Board, on the recommendation of the Nomination and Remuneration Committee, had framed a policy which inter alia

provides the criteria for selection and appointment of Directors, Key Managerial Personnel, Senior Management, evaluation of their performance and the remuneration payable to them. The criteria for determining qualifications, positive attributes and independence of Directors have been stated in the Nomination and Remuneration Policy. The Nomination and Remuneration policy of the company is available in the website of the Company at https://indusfinance.in/wp-content/uploads/2021/06/EMPOLICY.pdf.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

During the Financial Year 2023-24, your Company has complied with applicable Secretarial Standards, namely SS-1 & SS-2 issued by the Institute of Company Secretaries of India.

CONSERVATION OF ENERGY / TECHNOLOGY ABSORPTION/FOREIGN EXCHANGE EARNINGS AND OUTGOA. Conservation of Energy:

Steps taken or impact on conservation of energy	The operations of the Company are not energy-intensive. However, wherever possible, the Company strives to curtail the consumption of energy on a continuing basis.
Steps taken by the company for utilizing alternate sources of energy
Capital investment on energy conservation
B. Technology absorption:
Efforts made towards technology absorption		Not Applicable
Benefits derived like product improvement, cost reduction, product development or import substitution
Expenditure on Research & Development, if any
Details of technology imported, if any
Year of import
Whether imported technology fully Absorbed
Areas where absorption of imported technology has not taken place, if any

C. Foreign Exchange Earning and Outgo:

Total Foreign exchange earned: NIL Total Foreign exchange outgo; NIL

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Your Company does not fall under the purview of Section 135 and Schedule VII of the Companies Act, 2013 read with The Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

MATERIAL CHANGES AND COMMITMENTS

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

Disclosures pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year - 2023-24	6.04
The percentage increase in remuneration of each director, Chief Financial Officer, Company Secretary in the financial year - 2023-24.	NIL
The percentage increase in the median remuneration of employees in the financial Year - 2023-24	NIL
The number of permanent employees on the rolls of Company as on 31.03.2024	7
Average percentage increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentage increase in the managerial remuneration and justification thereof.	NIL
Affirmation that the Remuneration is as per the Remuneration Policy	The remuneration is as per the Nomination and Remuneration Policy for the Directors, Key Managerial Personnel and Other Employees of the Company, formulated pursuant to the provisions of Section 178 of the Companies Act, 2013

Particulars of Employees and Related Disclosures

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report. Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may address their email to contact@indusfinance.in.

REPORT AS PER SECTION 134 READ WITH RULE 8 AND SUB RULE 5 OF COMPANIES ACCOUNTS RULES 2014

Change in nature of business, if any: NIL

Name of Companies which have become or ceased to be its subsidiaries, Joint Ventures or associate companies during the year:\ NA

TRANSACTIONS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in section 188(1) and applicable rules of the Companies Act, 2013 is provided with respect to the list of Related Parties under the Notes on accounts and with respect to transactions with related parties are given in detailed under note No.24 of the notes on accounts in the format Form AOC-2, which forms part of this report in Annexure II.

COST AUDIT & COST REPORT

Provisions relating to cost audit are not applicable to the Company. Similarly, the Central government has not prescribed the maintenance of Cost Records under Section 148 (1) of the Act.

SECRETARIAL AUDIT REPORT

M/s. KRA & Associates, Practising Company Secretaries are the Secretarial Auditor of the Company for the year under review and the report received from Ms.Aishwarya- Partner, M/s. KRA & Associates is attached with this report in Form No. MR-3 under Annexure III .As regards to the observation of the Secretarial Auditor in her report, your company is taking steps for appropriate solution.

ADEQUACY OF INTERNAL CONTROL

M/s. Kailash Jain & Associates are the Internal Auditors who continuously monitor and strengthen the financial control procedures in line with the operations of the Company.

PERSONNEL

Employee relations have been very cordial during the financial year ended March 31, 2024. The Board wishes to place on record its appreciation to all the employees in the Company for their sustained efforts and immense contribution to the high level of performance and growth of the business during the year. The Management team of the Company comprises of experienced passionate driven professionals committed to the organizational goals.

ACKNOWLEDGEMENT

The Directors wish to place on record their sincere thanks and gratitude to all its Shareholders, Bankers, State Governments, Central Government and its agencies, statutory bodies and customers for their continued co-operation and excellent support extended to the Company from time to time. Your Directors place on record their utmost appreciation for the sincere and devoted services rendered by the employees at all levels.

Mar 31, 2015

Dear Members,

The Directors are pleased to present this 24th Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2015.

FINANCIAL HIGHLIGHTS AND PERFORMANCE Rs. in Million)

PARTICULARS 2014-15 2013-14

IncomefromOperations 36.83 44.35

Otherlncome 13.49 16.77

GrossReceipts 50.32 61.12

Expenses 38.66 44.88

Depreciations Amortization 0.13 4.42

Total Expenses 38.79 49.30

PBT 11.53 11.82

TAX 3.95 3.99

PAT 7.58 7.83

Proposed Dividend / Dividend 3.70 4.63

Proposed Dividend Tax / Dividend Tax 0.90 0.79

Transfer to Statutory Reserve 1.51 1.57

FINANCIAL PERFORMANCE

The profit after tax achieved by your company during the period under review is almost same as that of the previous year though the gross receipts is also less than previous year. For the fourth year in succession, your Directors are pleased to recommend 4% dividend i.e. INR. 0.40 for every equity share of Rs.10/- each fully paid up for the year 2014-15. The Dividend, if approved by the Shareholders at the ensuing Annual General Meeting will be paid to the equity share holders, whose names appear in the Register of Members, as per the provisions of the Companies Act 2013. In which case, the dividend out go would be INR. 3.70 Mn. and the dividend tax to be paid by the company would be INR.0.90 Mn.

ECONOMIC SCENARIO AND OUTLOOK:

India's growth story is expected to dominate the headlines in the years ahead with both the World Bank and the International Monetary fund predicting robust expansion for Asia's Third Largest economy on the back of reform, initiatives launched by the government and the impact loweroil prices.

The fact that India will take over China as the fastest growing economy by 2015-16 is well acknowledged. The World Bank in a report on South Asian economies said India's economy is expected to a accelerate to 8%in 2017-18 after growth of 7.6% in 2015-16.ln 2014-15 growth is expected to be 7.2% the World Bank said in its South Asia Economic Focus Spring 2015 titled 'Making the most of Cheap Oil'

The IMF in its World Economic Outlook (WEO) update said India's growth is expected to strengthen from7.2% in 2014 to 7.5% in 2015. 'Growth will benefit from recent policy reforms, a consequent pick up in investment, and lower oil prices. Lower Oil prices will raise disposable incomes, particularly among poorer house hold and help drive down inflation' the IMF said.

It said in China, growth fell to 7.4% in 2014 and is expected to fall further to 6.8% in 2015as previous excesses in real estate credit and investment continue to unwind. 'Ongoing implantation of structural reforms and lower commodity prices are expected to expand consumer oriented activities partially buffering the slowdown' IMF said.

Indian Government expects the economy to grow 8.1-8.5% in the current financial year while RBI has forecast 7.8% growth. Economic indicators have signaled sign of green shoots and policy makers expect the momentum to be sustained on the back of reform measures that unfold in the months ahead.

'Higher production capacity, commensurate with accumulating capital and increase in factor productivity and continued but targeted fiscal consolidation will help curb domestic and external imbalances in the face of rising domestic demand in medium term' the World Bank report said. It further said that acceleration on real GDP growth will be driven largely by higher investments, which are expected to grow at an average of 12% during 2015-2017.

The report said inflationary pressures are likely to ease gradually on account of lower crude prices, and an improved production capacity will prevent overheating in the medium-term.

The Government has abolished MAT from April 1,2015 and no retrospective Tax law has brought in by the Government and the Government is hopeful of Goods and Services Tax (GST) getting passed in the coming session of Parliament and the new tax regime would be put in place from April 1,2016 which would be a 'single biggesttax reform since independence.

FUTURE OUTLOOK

The Non- Banking Finance Company [NBFC] sector despite operating mostly in the area under served by the fast growing banking Industry in India, has grown considerably in terms of technological sophistication as well as size. They are exposed all kinds of risks like interest rate movement, liquidity, counter party failures .recession etc. like any other player in the financial sector. During the Year, RBI while undertaking a review of the entire regulatory framework for the NBFC Sector, issued prudential guidelines for NBFCs. Key measures introduced are classification of NPA recognition norm, standard asset provisioning norms and change in capital adequacy norms. Though the migration to new norms will strengthen the governing standards ofthe NBFCs, it is likely to increase volatility and uncertainty in the earning over next 3 years. However this does not change the actual credit flow or the margins over the cycle as there is enough liquidity in the system and hence the return ratios are likely to remain same over the cycle. These regulatory measures will make NBFCs tightly regulated, almost at par with banks.

With most ofthe players being very cautious during the concluded financial year, the sector concentrated much on risk analysis, mitigation and strengthening the governing standards. However for asset / infra financing NBFCs, FY16 will be a transition year wherein they will start recognizing NPAs and doing provisioning as per RBI's guidelines of 90 days NPA recognition and 0.4% standard asset provisioning by FY18.The proposal to extend the provisions of the SARFAESI Act to the NBFC s with asset size of Rs. 500.00 crores and above sector will go a long way towards the orderly growth and development of the sector. However non-inclusion of all NBFCs [with lesser size] will not enable the growth of the other disciplined players in the sector.

OPPORTUNITIES & THREATS

Now it has become a proven fact that only those NBFCs which fall under the regulatory norms and serious about being in the finance business survived. To survive and constantly grow, NBFCs have to focus on their core strengths while improving on weaknesses. The SARFAESI Act move for NBFCs is a great piece of news. With the economy showing signs of revival the NBFCs are likely to be very aggressive in funding particularly sunrise sectors like housing and other retail business. The automobile sector, an all-time favorite NBFCs which is back in news is likely add for the good show of the sector in the coming years. The fact that NBFCs with a size of over Rs 500 crores can be brought under the SARFAESI Act, helps maintain the asset quality management and speedy recovery. However non-inclusion of small size NBFCs who have played a pivotal role in filling the gap once again leaves behind a 'no level playing field.

Though most of the NBFCs have found alternate methods for additional resources, the Regulatory guidelines to the NBFCs to reduce the dependence on public deposit has already curtailed the capacity of the sectorto raise funds and in turn sustained growth.

Your Company operating only in major cities and having not accepted any public deposit has not ventured into any riskiersegments. Proper systems and procedures are in place to analyze and mitigate the threats.

Due to a slowdown in economic activity in past couple of years and aggressive lending by some of the NBFCs many loans have turned non-performing. Restructuring of assets means loans whose duration has been increased or the interest rate has been decreased. This happens due to inability of the loan taking company/individual to pay off the debt. Both of these have impacted the profitability of NBFCs as they are required to have a higher provisioning amount which directly eats into the profitability. Increasing the loan portfolio and effectively managing the NPAs is the key challenge, going forward for NBFCs

RISK & CONCERNS

Your Company being a NBFC is subjected to both Business and Financial risk. While the business risk associated with operating environment, ownership structure, Management, System & Policy and Corporate Governance, the financial risk lies in Asset Quality, Liquidity, Profitability and Capital Adequacy. IFL recognizes these risks and makes best effort to mitigate them in time.

One of the major concerns for the sector is the deteriorating asset quality in the banking sector which has certain indirect impact on the asset qualities of NBFCs also. Any negative growth of the Industry, irrespective of the sector has some adverse effect on the workings of the NBFCs. IFL has always kept in mind the uncertainties and their mitigation while conducting the business.

NUMBER OF MEETING OF BOARD

Indus Finance Ltd, held 4 Board Meetings during the year ended 31st March 2015. These were on 30th May 2014,11th August 2014,11th November 2014 and 30th January 2015

DIRECTORS

Mr. Bala V. Kutti is retiring in the forth coming 24th AGM of the company and being eligible offers himself for re-appointment. Your company has received a notice from a member proposing Mr. T.S. Raghavan as Independent Director for the period of five years. Ms. Alice Chhikara was appointed as additional director with effect from March 30, 2015. She holds of his up to the date of 24th Annual General Meeting. Your company has received a notice from a member proposing Ms. Alice Chhikara as Director of the Company and the information regarding their appointment and reappointment are provided in the notice convening the 24th AGM of the company.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTOR UNDER SECTION 149 (61 OF COMPANIES ACT2013

The Company has obtained declaration from the Independent Directors that they meet the criteria of Independence has provided in section 149 (6) of the Companies Act 2013

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors hereby state that;

1. In the presentation of the Annual accounts, applicable standards have been followed and there are no material departures.

2. The Directors have selected such accounting policies and apply 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 as at 31st March 2015 and profit for the Company for the year ended 31st March 2015.

3. The Directors have taken proper and sufficient care in the maintenance of adequate accounting records in accordance with the provisions of the Act for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the annual accounts on a going concern basis; and

5. The Directors, in the case of listed company, 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

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.

POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORSAND THEIR REMUNERATION

The Nomination and Remuneration (N&R) Committee has adopted a Charter which, inter alia, deals with the manner of selection of Board of Directors and CEO & Managing Director and their remuneration. This policy is accordingly derived from the said charter.

1. Criteria of Selection of Non-Executive Directors

a. The Non-Executive Directors shall be of high integrity with relevant expertise and experience so as to have a diverse Board with Directors having expertise in the fields of manufacturing, marketing, finance, taxation, law, governance and general management.

b. In case of appointment of Independent Directors, the N&R Committee shall satisfy itself with regard to the independent nature of the Directors vis-a-vis the Company so as to enable the Board to discharge its function and duties effectively.

c. The N&R Committee shall ensure that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act, 2013.

d. The N&R Committee shall consider the following attributes / criteria, whilst recommending to the Board the candidature for appointment as Director.

I. Qualification, expertise and experience of the Directors in their respective fields.

ii. Personal, Professional or business standing:

iii. Diversity of the Board.

e. In case of re-appointment of Non-Executive Directors, the Board shall take into consideration the performance evaluation of the Director and his engagement level.

2. Remuneration:

The Non-Executive Directors shall be entitled to receive remuneration by way of sitting fees, reimbursementof expenses for participation in the Board/Committee meetings.

i. A Non-Executive Director shall be entitled to receive sitting fees for each meeting of the Board or Committee of the Board attended by him, of such sum as may be approved by the Board of Directors within the overall limits prescribed under the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel Rules, 2014).

ii. The Independent Directors of the Company shall not be entitled to participate in the Stock Option Scheme of the Company, if any, introduced by the Company.

3. CEO, Managing Director/Whole Time Director Criteria for selection I appointment

For the purpose of selection of the CEO, Managing Director / Whole Time Director, the N&R Committee shall identify persons of integrity who possess relevant expertise, experience and leadership qualities required for the position and shall take into consideration recommendation, if any, received from any memberof the Board.

The Committee will also ensure that the incumbent fulfills such other criteria with regard to age and other qualifications as laid down under the Companies Act, 2013 or other applicable laws.

Remuneration forthe CEO, Managing Director/Whole Time Director

i. At the time of appointment or re-appointment, the CEO, Managing Director/Whole Time Director, shall be paid such remuneration as may be mutually agreed between the Companies (which includes the N&R Committee and the Board of Directors) and the CEO, Managing Director / Whole Time Director, within the overall limits prescribed undertheCompaniesAct, 2013.

ii. The remuneration shall be subject to the approval of the Members ofthe Company in General Meeting.

iii. The remuneration ofthe CEO, Managing Director/Whole Time Director, component comprises salary allowances, perquisites, amenities and retrial benefits.

Remuneration Policy for the Senior Management Employees

1. In determining the remuneration of the Senior Management Employees (i.e. KMPs and Executive Committee Members)the N&RCommittee shall ensure/considerthefollowing:

i. The relationship of remuneration and performance benchmark is clear;

ii. The remuneration component comprising salaries, perquisites and retirement benefits;

iii. The remuneration including annual increment is decided based on the criticality of the roles and responsibilities, the Company's performance vis-a-vis the annual budget achievement.

iv. N&R Committee will carry out the individual performance review based on the standard appraisal matrix and shall take into account the appraisal score card and other factors, whilst recommending the annual increment.

AUDIT COMMITTEE

A qualified and independent Audit Committee of the Board of the company is functioning. It monitors and supervises the Management's financial reporting process with a view to ensure accurate and proper disclosure, transparency and quality of financial reporting. The committee reviews the financial and risk management policies and also the adequacy of internal control systems and holds discussions with Statutory Auditors and Internal Auditors. This is enhancing the credibility of the financial disclosures of the company and also provides transparency.

The company continued to derive immense benefit from the deliberation of the Audit Committee comprising of three Directors, Mr. T.S. Raghavan, Dr. K.R. Shyamsundar & Mr. Bala V. Kutti who are highly experienced and having knowledge in project finance, accounts and company law. Mr. T.S. Raghavan is the Chairman of the Audit Committee. The Company Secretary acts as the Secretary of the Audit Committee. The minutes of each Audit Committee meeting are placed before, and discussed in the full by the Board.

THE RATIO OF THE REMUNERATION OF EACH DIRECTORS TO THE MEDIAN REMUNERATION OF THE EMPLOYEES OF THE COMPANYFORTHE FINANCIAL YEAR 2014-15ARE GIVEN BELOW

Name of the Directors Ratio to Median Employee remuneration

Mr. Bala V. Kutti - Executive Chairman 2.40

Mr. T.S. Raghavan - Independent Director 0.05

Dr. K.R. Shyamsundar - Independent Director 0.04

Ms. Alice Chhikara - Additional Director* ----

* w.e.f. 30th March 2015

THE PERCENTAGE INCREASE IN REMUNERATION OF DIRECTORS. KMP AND MEDIAN EMPLYEE FOR THE FINANCIAL YEAR 2014-15

There is no increase in remuneration to the Directors, KMP and median employee during the financial year2014-15

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

Ms. Alice Chhikara was appointed as Additional Director of the Company effect from 30th March 2015 and there is no new appointment or resignation of KMP of the Company during the under review.

PARTICULARS OF LOANS. GUARANTEE OR INVESTMENTS:

Detailed information is provided in respect of loans under long term loans and advances in notes No. 10 (d) of Notes forming part of the financial statements, similarly detailed information is provided under NonCurrent investments in Note No. 9 of Notes forming part of the financial statements. As regards guarantee, the Company has not provided any guarantee to any person or Bodies Corporates.

BUSINESS RISK MANAGEMENT:

The Company has developed a Risk Management Policy by identifying the elements of risk which are mentioned below. The risk management approach at various levels inclining documentation and reporting seeks to create transparency, minimize adverse impact on the business objectives and enhance the company's competitive advantage.

The Business risk is associated with operating environment, ownership structure, Management, System & Policy and Corporate Governance

The Financial risk lies in Asset Quality, Liquidity, Profitability and Capital Adequacy. IFL recognizes these risks and makes best effort to mitigate them in time.

One of the major concerns for the sector is the deteriorating asset quality in the banking sector which has certain indirect impact on the asset qualities of NBFCs also. Any negative growth of the Industry, irrespective of the sector has some adverse effect on the workings of the NBFCs. IFL has always kept in mind the uncertainties and their mitigation while conducting the business.

BOARD EVALUATION:

Pursuant to the provisions of the companies Act 2013, and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance the directors individually as well as the evaluation ofthe of its Audit, nomination and remuneration and compliance committees. The manner in which the valuation has been carried out has been explained in the Corporate Governance report.

DEPOSITS:

During the year under review the company has not accepted any deposits from the public with in the ambit of section 73 ofthe companies Act, 2013 and The companies (Acceptance of Deposits) Rules, 2014.

There is no significant/ material order passed by the Judicial / Regulatory authorities during the year under review.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY ANY COURTS DURING THE UNDER REVIEW.

None

WHISTLE BLOWER POLICY

The Company has a whistle blower policy to deal with instance of fraud and mismanagement if an any. The detail of the policy is explained in the Corporate Governance Report and posted on the website of the company.

FINANCIAL STATEMENTS OF THE SUBSIDIARY COMPANY IF ANY

None

INDUSTRIAL RELATIONS AND PARTICULARS OF EMPLOYEES

As of 31st March 2015, Your Company has 6 employees on its rolls. The employees will be inducted in to permanent services of the Company after training; to fill up vacancies as when arises. Your company has not issued any shares under Employees' Stockoption Scheme during the year under review.

VARIATIONS IN THE MARKET CAPITALISATION OF THE COMPANY. PRICE EARNINGS RATIO AS AT THE CLOSINGDATE OF THE CURRENT FINANCIAL YEAR AND PREVIOUS FINANCIAL YEAR:

Particulars March 31.3.2015 March 31.3.2014 % Change

Market Capitalization Rs. 19,58,13,045/- 49,25,41,560/- (60.24)

Price earnings ratio 25.48 62.58 (59.28)

PERCENTAGE OF INCREASE OR DECREASE IN THE MARKET QUOTATION OF THE SHARES IN COMPARISON TO THE RATE AT WHICH THE COMPANY CAME OUT WITH THE LAST PUBLIC OFFER:

Price of Public offer Rs. 30, Market Price as on 31.3.2015-Rs. 21.15, difference (Rs.8.85) (29.50%)

THE KEY PARAMETERS FOR ANY VARIABLE COMPONENT OF REMUNERATION AVAILED BYTHE DIRECTORS:

None.

THE RATIO OF THE REMUNERATION OF THE HIGHEST PAID DIRECTOR TO THAT OF THE EMPLOYEES WHO ARE NOT DIRECTORS BUT RECEIVE REMUNERATION IN EXCESS OF THE HIGHEST PAID DIRECTOR DURING THE YEAR:

None.

LIST OF EMPLOYEES WHO ARE IN RECEIPT OF REMUNERATION MORE THAN THE STIPULATED AMOUNT MENTIONED UNDER RULE 5 (2) OF COMPANIES (APPOINTMENT AND REMUNERATION) RULES2014

None.

AFFIRMATION THAT THE REMUNERATION IS AS PER THE REMUNERATION POLICY OF THE COMPANY:

The Company affirms remuneration is as per the remuneration policy of the Company.

CORPORATE GOVERNANCE

Your Company has complied with the requirements regarding Corporate Governance as required under revised clause 49 of the Listing agreement entered in with the Stock exchanges where the Company's shares are listed. A Report on the Corporate Governance in this regard is made as a part of this Annual Report and a certificate from the Auditors of Your Company regarding compliance of the conditions of the Corporate Governance is attached to this report.

LISTING OF EQUITY SHARES

Your Company's equity shares are continued to be listed on the Bombay Stock Exchange Ltd, Mumbai during the year under review.

AUDITORS

M/s.V.Ramaratnam & Co. retires at the conclusion of this Annual General Meeting and are eligible for reappointment.

EXTRACT OF ANNUAL RETURN

As provided in Sec 92 (3) of the Act the extract of annual return is given in Annexure (I) of this report in the format Form MGT 9, which forms part of this report.

TRANSACTIONS WITH RELATED PARTIES

Detailed information is provided with respect to the list of Related parties and transactions with them are provided in note No. 18.4 of Notes forming part of the financial statements and also in the form no. AOC 2 underAnnexure II.

SECRETARIAL AUDIT

Mr. R. Kannan, PCS is the secretarial auditor of the company for the year under review and his report is attached with this report underAnnexure III.

ADEQUACY OF INTERNAL CONTROL

Your Company has effective and adequate internal control systems in combination with delegation of powers. The control system is also supported by internal audits and management reviews with documented policies and procedures.

M/s. S. Vasudevan& Associates are the Internal Auditors to continuously monitor and strengthen the financial control procedures in line with the growth operations of the Company.

PARTICULARES REQUIRED UNDER SECTION 134 OF THE COMPANIES ACT. 2013 AND ITS COMPANIES (ACCOUNTS) RULES 2014

The particulars required to be given in terms of section 134 of the Companies Act, 2013 and its Companies (Accounts) Rules, 2014, regarding conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Foreign Exchange outgo are not applicable to Your Company.

ACKNOWLEDGEMENT

The Directors wish to place on record their sincere thanks and gratitude to all its Bond holders, Share holders, Bankers, State Governments, Central Government and its agencies, statutory bodies, suppliers, and customers, for their continued co-operation and excellent support extended to the Company from time to time.

Your Directors place on record their utmost appreciation for the sincere and devoted services rendered by the employees at all levels.

For and on behalf of board of directors of INDUS FINANCE LIMITED (formerly known as Indus Finance Corporation Ltd)

Place: Chennai - 600 034. Bala V. Kutti Date:5th August2015. Chairman

Mar 31, 2014

Dear Shareholders

The Directors are pleased to present this, 23rd Annual Report of the Company along with the Audited Accounts of the Company for the year ended 31st March 2014.

FINANCIAL RESULTS (Rs. in Million)

PARTICULARS 2013-14 2012-13

Income from Operations 44.35 52.45

Other lncome 16.77 20.82

Gross Receipts 61.12 73.27

Expenses 44.88 42.62

Depreciations Amortization 4.42 24.76

Total Expenses 49.30 67.38

PBT 11.82 5.89

TAX 3.99 1.33

PAT 7.83 4.56

Dividend 4.63 3.24

Dividend Tax 0.79 0.53

Transfer to Statutory Reserve 1.57 0.91

FINANCIAL PERFORMANCE

The profit after tax achieved by your Company during the period under review is almost double than that of the previous year though the gross receipts are less than previous year. Therefore for the third year in succession, your Directors are pleased to recommend 5 % dividend i.e. Rs. 0.50 for every equity share of Rs.10/- each fully paid up for the year 2013-14. The Dividend, if approved by the Shareholders at the ensuing Annual General Meeting will be paid to the equity share holders, whose names appear in the Register of Members, as per the provisions of the Companies Act 2013. In which case, the dividend out go would be Rs. 4.63 Mn. and the dividend tax to be paid by the Company would be Rs. 0.79 Mn.

FUTURE OUTLOOK

NBFCs in India have played a significant role in financing various sectors of the economy, particularly those that have been underserved by the banks. Non-banking finance companies (NBFC) which operated mostly in unorganized sectors and under-serviced segments of the economy have been regulated to a large extent post reforms. Close Customer Interaction, deep understanding of the client, specialized field expertise and low cost infrastructure are the typical features of a NBFC business model. NBFCs supplement the role of the banking sector in meeting the increasing financial need of the corporate sector, delivering credit to the unorganized sector and to small local borrowers.

The fact that NBFCs as a whole account for more than 12.5% [for 2012-13 it was 12.7%as per economic survey] of the assets of the total financial system indicate the significant role NBFCs have in the financial sector. However the frequent restrictive regulations for the sector seem to be imposing regulatory burdens and causing jerks to the growth of the segment. Owing to the regulatory uncertainty and general macroeconomic lull, NBFC segment has witnessed a slower growth, slow-down in construction equipment, commercial vehicle and gold loan portfolios and building of delinquencies and lowering of interest margins. The significant change in the Regulatory frame work in the last few years has helped us to be very prudent resulting in achieving the desired goal. While your Company has maintained a perfect record of compliance of regulatory norms, as assured in the earlier years maintained a healthy credit portfolio consisting of a select number of clients. Though the outstanding credit as on 31.03.2014 declined by 10% compared to corresponding period, the reduction is attributed to timely closure of certain borrowal accounts as per contract. With the Regulator having classified the NBFCs based on their nature of business, your Company falls under the category "Loan Company" and the activities are restricted to lending only. IFCL being non-deposit accepting, loan company and having decided to continue the status further ,will be looking for alternate resources available within the regulatory framework to meet the growing demand of the credit portfolio.

OPPORTUNITIES & THREATS

The role of NBFCs has become increasingly important from both the macroeconomic perspective and the structure of the Indian financial system. It is a proven fact, that only those NBFCs which fall under the regulatory norms and serious about being in the finance business survived. To survive and constantly grow, NBFCs have to focus on their core strengths while improving on weaknesses. They have to either constantly search for new products and services in order to remain competitive or exhibit highest ethical standards in conducting their business. The coming years will be testing ground for the NBFCs and only those who will face the challenge and prove themselves will survive in the long run.

There have been several committees in the past acknowledging the role and importance of NBFCs in India and their complimentary role to banks in financial intermediation. Yet there being no level playing field, it is likely that the NBFCs will be very cautious and concentrate much on the secured transaction. Any sudden spurt in the growth depends upon the monetary policies of the new Government at the Center. Since there are several credit starved and under-serviced segments in the economy, the NBFCs have a definite long term role, the beginning of which is expected during 2014-15. NBFCs have immense business potential from the segment untapped by the commercial banks.

Consolidation of business by the public sector banks, fast expansion by the new generation banks and further banking license being issued by the Regulator appear to push the NBFCs to a corner. Non-availability of a level playing field on account of absence of a strong & effective recovery tool like the SARFAESI act (available to the banks) made the NBFCs less effective compared to commercial banks though both are engaged in similar activities. The activity oriented classification & definition and in turn the restrictions has forced the NBFCs to live with only one activity thus restricting to only few select products. The Regulatory guidelines to the NBFCs to reduce the dependence on public deposit has already curtailed the capacity of the sector to raise funds and in turn sustained growth.

Your Company operating only in major cities and having not accepted any public deposit has not ventured into any riskier segments. Proper systems and procedures are in place to analyse and mitigate the threats.

RISK & CONCERNS

Your Company being a NBFC is subjected to both Business and Financial risk. While the business risk is associated with operating environment, ownership structure, Management, System & Policy and Corporate Governance, the financial risk lies in Asset Quality, Liquidity, Profitability and Capital Adequacy. Your Company recognizes these risks and makes best effort to mitigate them in time.

One of the major concerns for the sector is the deteriorating asset quality in the banking sector which has certain indirect impact on the asset qualities of NBFCs also. Any negative growth of the Industry, irrespective of the sector has some adverse effect on the workings of the NBFCs. Your Company has always kept in mind the uncertainties and their mitigation while conducting the business.

THE RBI NORMS AND ACCOUNTING STANDARDS

To comply with RBI directions, Your Company closed its accounts for the full year ending March 2014, and your Company continues to comply with the directives issued as well as the norms prescribed by Reserve Bank of India for NBFCs.

INFORMATION AS PER SECTION 217 (1)(e) OF THE COMPANIES ACT. 1956

Your Company is a Non-Banking Finance Company and is not engaged in manufacturing activity of any kind. The disclosure of information relating to conservation of energy and technology absorption are therefore not applicable to your Company. There were no foreign exchange earnings or outgo for your Company during the year.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to provisions under section 134(5) of the Companies Act, 2013, the Board of Directors hereby state that;

1. In the preparation of Annual Accounts for the year ended 31st March 2014, all the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2014 and of the Profit or Loss of the Company for the year under review.

3. The Directors 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.

4. The Directors have prepared the Annual Accounts for the current financial year on a ''going concern'' basis.

5. The Directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

6. The Directors have devised proper systems to ensure complaints with the provisions of all applicable laws and that such system were adequate and operating effectively.

DIRECTOR

Mr. Bala V. Kutti, retires at the end of this meeting and being eligible, offers himself for reappointment.

CORPORATE GOVERNANCE

Your Company provides considerable importance to good Corporate Governance and complying with the Code of Corporate Governance introduced by SEBI. A detailed report on Corporate Governance together with a certificate from the Statutory Auditors in compliance of Clause 49 of the Listing Agreement has been annexed as part of the Annual Report.

Management Discussion and Analysis Report highlighting the performance of the Company is attached forming part of the Directors'' Report.

AUDITORS

M/s.V.Ramaratnam & Co. retire at the conclusion of this Annual General Meeting and are eligible for reappointment. Necessary resolutions are placed before the Shareholders for their approval.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation and gratitude to the bankers of the company and various Government agencies for their support, assistance and co-operation and look forward for their continued support.

For and on behalf of Board of INDUS FINANCE CORPORATION LTD

K.V. Bala Chairman

Place: Chennai - 600 034.

Date: 30th May 2014.

Mar 31, 2013

To The Shareholders

The Directors are pleased to present this, 22nd Annual Report of the Company along with the Audited Accountsof the Company for the yearended31"March 2013.

FINANCIAL RESULTS (Rs. in Lacs)

PARTICULARS 2012-13 2011-12

Total Income 732.74 1074.97

Profit before Depreciation and Tax 436.54 866.86

Depreciation 247.58 811.19

Tax expense 16.41 26.10

Deferred Tax Asset (3.08) (9.22)

Profit after Tax 45.63 38.79

Amount available for appropriation 45.63 38.79

Transfer to Statutory Reserve 9.13 7.76

Transfer to Profit and Loss Account 36.50 31.03

FINANCIAL PERFORMANCE

The total income achieved by your company for the period under review is Rs.732.74 lacs as against the total income of Rs. 1074 .97 lacs in the previous year. The income was higher during the previous year due to the settlement proceeds received in respect of the dispute with ICICI Bank ltd which was Rs.594 lacs Excluding this income, the total income achieved by your company during the year under review shows 52% rise as compared to the previous year. The depreciation for the period under review is Rs.247.58 as against Rs.811.19 lacs for the previous year. Your company has registered a net profit of Rs .45.63 lac for the period under review as against Rs.38.79 lacs of previous year. DIVIDEND

For the third year in succession, your Directors are pleased to recommend 3.5% dividend i.e. Rs. 0.35 for every equity share of Rs.10/- each fully paid up for the year 2012-13.The Dividend, if approved by the Shareholders at the ensuing Annual General Meeting, will be paid to the equity share holders, whose names appear in the Register of Members, as per the provisions of the Companies Act 1956. In which case, the dividend out go would be Rs.32.40 lacs and the dividend tax to be paid by the company would be Rs.5.25lacs. FUTURE OUTLOOK

While NBFCs have witnessed substantial growth over the years, they have played an important role by providing finance to activities which are not served by the organized banking sector. NBFCs supplement the role of the banking sector in meeting the increasing financial need of the corporate sector, delivering credit to the unorganized sector and to small local borrowers. With NBFC regulations having undergone tremendous refinement over the past decade, there emerged a large number of non-deposit taking companies having inter-linkage with the broader financial system. The regulator termed this NBFCs Systemically important and brought in sharper supervision with introduction of capital adequacy and exposure norms.ThissignificantchangeintheRegulatoryframeworkinthelastfewyears has helped us to be very prudent resulting in achieving the desired goal While your company has maintained a perfect record of compliance of regulatory norms, as assured in the earlier years maintained a healthy credit portfolio consisting of a select number of clients. IFCL has achieved modest gains in terms of Gross Income. Your company is in the process of obtaining credit rating from a leading, recognized rating agency.

IFCL being a non deposit accepting, loan company having decided to continue the status further, will be looking for alternate resources available within the regulatory framework to meet the growing demand of the creditportfolio.

Although considerable improvement has been witnessed during the last decade in the functioning and survival of the NBFC sector, particularly after global financial crisis and stringent regulatory norms, the overall growth of this sector may remain subdued, considering the significant slowdown in the economy, structural challenges such as increased refinancing risk, declining margins. The Company is planning to counter its challenges through quality advance portfolio and committed workforce, tight control on liquidity and margins, cost effective resources and working towards creating better value for all the stakeholders in the most competitive manner.

OPPORTUNITIES & THREATS

Non-banking financial companies constitute an important segment of the financial system. They play very crucial role in channelizing the scare financial resources to capital formation. NBFCs have more flexible structure than banks, can take quickdecisions and take greater risks.

NBFC undertake a wide range of activities like hire-purchase finance, vehicle financing, equipment lease finance, personal loans, working capital loans, consumer loans, housing loans, loans against shares and investment, etc. While NBFC s have immense business potential from the segment untapped by the commercial banks, the organised sector particularly the infrastructure development companies seem to be very comfortable with NBFC sector for their project funding. With the successive Governments aiming better infrastructure in the country, there is tremendous scope and opportunity for the NBFCs for their activities in theform of both lending and equipmentfinancing.

Though the functions of NBFCs are almost similar to that of banks, there are few differences between both the institutions.

1. NBFCs do not have access to public demand deposit.

2. NBFCsarenotpartofpayment&settlementsystem

3. There is no insurance cover like DICGC cover available to banks.

The increasing number of existing bank branches and the new banking license being issued by the RBI will further increase the competition in the financial market. Banks are bound to expand their horizon particularly the rural area which is now subjected to expansion. While these banks are expected to grab a major share of NBFC business in the so far unbanked area, the latest advice of the RBI to NBFCs to reduce dependence on the public deposit will have adverse impact on their capacity to mobilize resources and cater the demand, thus having severe impact on the profitability.

Non availability of a level playing field on account of absence of a strong & effective recovery tool like the SARFAESI act (available to the banks) made the NBFC s less effective compared to commercial banks though both are engaged in similar activities.

Your Company has not ventured into riskier segments such as unsecured loans, purchase finance for used commercial vehicles, capital market lending, etc. which could have adverse impact on the financial health. RISKS AND CONCERNS

An RBI working group has recommended higher capital norms for non-banking financial companies (NBFCs), increased risk weights for NBFC lending to commercial real estate and capital markets sectors. The group has also recommended that accounting norms and provisions that are currently applicable to banks be applied to NBFCs also in a phased manner. The working group has also recommended that the NBFCs may be given the benefit under SARFAESI Act, 2002.

IFCL being a NBFC is subjected to both Business and Financial risk. While the business risk is associated with operating environment, ownership structure, Management, System & Policy and Corporate Governance, the financial risk lies in Asset Quality, Liquidity, Profitability and Capital Adequacy. IFCL recognizes these risks and makes best effort to mitigate them in time.

THE RBI NORMS AND ACCOUNTING STANDARDS

To comply with RBI directions, your company closed its accounts for the full year ending March 2013, and your Company continues to comply with the directives issued as well as the norms prescribed by Reserve BankoflndiaforNBFCs.

INFORMATION AS PERSECTION217f1)fe)OFTHECOMPANIESACT. 1956

Your Company is a Non-Banking Finance Company and is not engaged in manufacturing activity of any kind. The disclosure of information relating to conservation of energy and technology absorption are therefore not applicable to your company. There were no foreign exchange earnings or outgo for your Company during the year.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuanttosection217(2AA)of the Companies (Amendment) Act2000, the Directors confirm that;

1. In the preparation of Annual Accounts for the year ended 3rt March 2013 all the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March 2013 and of the Profit or Loss of the company for the year under review.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the Annual Accounts for the current financial year on a ''going concern'' basis.

DIRECTOR

Mr. T.S. Raghavan, retires at the end of this meeting and being eligible, offers himself for reappointment. DELISTING OF SHARES FROM MADRAS STOCK EXCHANGE LTD AND COIMBATORE STOCK EXCHANGE LTD.:

You are aware that pursuant to the approval of the shareholders for voluntary delisting of 2009 of SEBI in their Annual General Meeting held on 30-9-2011, the company has submitted the application fordelisting of shares to the respective stock exchanges in February 2012, MSE has intimated their approvals for delisting of shares from MSE. However no reply has been received from CSE. As per the said regulation, it is deemed to have been approved, on the expiry of thirty working days from the date of submission of the such application.

CORPORATEGOVERNANCE

Your Company provides considerable importance to good Corporate Governance and complying with the Code of Corporate Governance introduced by SEBI. Adetailed report on Corporate Governance together with a certificate from the Statutory Auditors in compliance of Clause 49 of the Listing Agreement has been annexed as part of the Annual Report. Management Discussion and Analysis Report highlighting the performance of the company is attached forming part of the Directors'' Report.

PERSONNEL

Your company does not have any employee drawing salary in excess of the amount stipulated under

Section217(2A)of the CompaniesAct, 1956.

AUDITORS

M/s.V.Ramaratnam & Co. retire at the conclusion of this Annual General Meeting and are eligible for reappointment.Necessary resolution sareplacedbe fore the Shareholders for their approval.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation and gratitude to the bankers of the company and various Government agencies for their support, assistance and co-operation and look forwardfortheircontinued support.

For and on behalf of Board of

INDUS FINANCE CORPORATION LTD

Place: Chennai Bala V.Kutti

Date: 10th August 2013. Chairman

Mar 31, 2010

The Directors have great pleasure in presenting the 19th Annual Report of the Company along with the Audited Accounts of the Company for the year ended 31st March 2010.

FINANCIAL PERFORMANCE Rs.in Lakhs

PARTICULARS 2009-10 2008-09

Total Income 52.85 50.66

Profit before Depreciation, Bad debt and Tax 26.58 25.07

Depreciation 11.19 11.05

Tax provision 1.33 3.72

Deferred Tax Asset 3.36 -

Profit after Tax 17.10 10.82

Amount available for appropriation 17.10 10.82

Transfer to Statutory Reserve 3.42 2.16

Transfer to Profit and Loss Account 13.86 8.66

FINANCIAL PERFORMANCE:

Your Companys income has marginally increased from Rs.50.66 lacs to Rs 52.85 lacs for the period under review. Similarly PBT has increased by 6% to Rs 26.58 lacs for the period under review from Rs. 25.07 lacs of previous financial year. Your company has registered a Net Profit of Rs.17.10 lacs for the year under review against the Net profit Rs.10.82 lacs of the previous year. Rs.3.42 lacs has been transferred to Statutory Reserve and transferred Rs13.86 lacs to Profit and Loss Account for the year under review. The Board does not recommend dividend for the year under review with a view to consolidate and improve the future performance of your company.

FUTURE OUTLOOK:

Your Company is set to begin the upcoming financial year on a positive note, with its appeal in High Court against the Income Tax demand is expected to be sorted out at the earliest. Leveraging on the groups strength, Your Company is set to establish itself as major investment vehicle in promoting already existing and newly formed group companies. It is also looking at diversifying into areas of Micro Finance, and other avenues of Project funding by mobilising funds in range of Rs. 80 to 100 crores through private placements from PE investors. With favorable economic condition & huge opportunities in NBFC industry, your company is expected to increase its customer base, Net profit and Net worth in the upcoming FY 2010-11.

OPPORTUNITIES & THREATS:

The NBFC industry holds immense potential and the Government of Indias increased focus towards Financial Inclusion has created various opportunities for existing NBFCs to leverage on their established customer base in rural areas. The recent steps by the Government of India to create Infrastructure NBFC and to provide banking license for NBFCs is a positive signal and the emergence of REMF & REIT has brought new scope for funding in Real Estate Sector. The above opportunities have made the Industry highly competitive with the emergence of new category of systematically important NBFCs, along with existing local and Multinational players leading to tough competition within the industry.

RISK AND CONCERNS:

As an NBFC, your Company is subjected to both external risk and internal risk. External risk due to interest rate fluctuation, slowdown in economic growth rate, political instability, market volatility, decline in foreign exchange reserves, etc. Internal risk is associated with your Companys business which includes deployment of funds in specific projects, diversification into other business operations, retention of talented personnel, managing effective growth rate, volatility in interest rate, NPAs in portfolio, changes in compliance norms and regulations, contingent liabilities and other legal proceedings. Your Company recognizes the importance of risk management and has invested in people, process and technologies to effectively mitigate the above risks.

THE RBI NORMS AND ACCOUNTING STANDARDS

To comply with RBI directions, your company closed its accounts for the full year ending March 2010, and your Company continues to comply with the directives issued as well as the norms prescribed by Reserve Bank of India for NBFCs.

INFORMATION AS PER SECTION 217 (1)(E) OF THE COMPANIES ACT, 1956

Your Company is a Non-Banking Finance Company and is not engaged in manufacturing activity of any kind. The disclosure of information relating to conservation of energy and technology absorption are therefore not applicable to your company. There were no foreign exchange earnings or outgo for your Company during the year.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217 (2A) of the Companies (Amendment) Act 2000, the Directors confirm that;

1. In the preparation of Annual Accounts for the year ended 31st March 2010, all the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March 2010 and of the Profit or Loss of the company for the year under review.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the Annual Accounts for the current financial year on a going concern basis. DIRECTORS:

Shri.K.V.Bala retires at the end of this meeting and being eligible, offers himself for re-appointment.

Shri. A. Rajasukumar resigned as director effective 18th March 2010 the Board places on record his services to the Company during his tenure as Director of the Company.

Shri.T.S. Raghavan who was appointed as Additional Director during the financial year 2009-10, retires at the end of this meeting. A proposal has been received from a member signifying his candidature for the office of the Directors. Necessary Resolutions are placed before the Shareholders for their approval in this regard.

CORPORATE GOVERNANCE

Your Company provides considerable importance to good Corporate Governance and complying with the Code of Corporate Governance introduced by SEBI. A detailed report on Corporate Governance together with a certificate from the Statutory Auditors in compliance of Clause 49 of the Listing Agreement has been annexed as part of the Annual Report. Management Discussion and Analysis Report highlighting the performance of the company is attached forming part of the Directors Report.

PERSONNEL

Your company does not have any employee drawing salary in excess of the amount stipulated under Section 217 (2A) of the Companies Act, 1956.

AUDITORS

M/s.S.Vasudevan & Associates, Chartered Accountants, Chennai retires at the ensuing Annual General Meeting and are being eligible for re-appointment. Necessary resolutions are placed before the Shareholders for their approval.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation and gratitude to the bankers of the company and various Government agencies for their support, assistance and co-operation and look forward for their continued support.

For and on behalf of Board of SUBUTHI FINANCE LIMITED Place: Chennai K.V. Bala T.R.Jayaraman

Director Director

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