Equity Analysis

Dear Members,

The Board of Directors (the "Board") are pleased to present the Twenty-Ninth Annual Report of IIFL Finance Limited (the "Company") together with the Audited Financial Statements for the Financial Year ended March 31, 2024. The Company is registered with the Reserve Bank of India ("RBI") as a Non-Deposit Taking Systematically Important ("NDSI") Non-Banking Financial Company in Middle Layer ("NBFC-ML") under RBI's Scale Based Regulatory Framework for NBFCs ("RBI SBR Direction").

A summary of the financial performance of your Company and its subsidiaries, for the Financial Year ended March 31,

2024, is as under:

(Rs. in Crore)

* includes IIHFL Sales Limited, step down subsidiary of HFC.

Your Company's Consolidated and Standalone financial performance during Financial Year 2023-24, as compared with that of the previous Financial Year 2022-23, is summarized below:

Note: Previous period's figures have been regrouped/rearranged wherever necessary.

Under Section 45-IC (1) of 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, during the year under review, your Company transferred the below mentioned amount to Special Reserves under Section 45-IC (1) of the said Act, 1934, and to the General Reserve out of the Retained Earnings.

(Rs. in Crore)

Details of business, operations and state of affairs of your Company is provided in the Management Discussion and Analysis Report. Refer pages 184-200 of the Report.

Details on macroeconomic overview of your Company is provided in the Management Discussion and Analysis Report. Refer pages 184-200 of the Report.

During the year under review, the Board declared and paid an interim dividend of Rs. 4 per equity share (200%) (i.e. 2 times of the Face Value of Rs. 2 per equity share) in accordance with the Dividend Distribution Policy of the Company. This led to an outgo of Rs. 152.59 Crore (including tax deducted at source). The Board recommend that the said interim dividend be considered as final.

In terms of the provisions of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Board has adopted a Dividend Distribution Policy which is annexed as "Annexure I" to this Report and is available on the website of your Company at https://storage. googleapis.com/iifl-finance-storage/files/2022-07/ Dividend_distribution_policy_27072022.pdf

In accordance with the applicable provisions of the Companies Act, 2013 (the "Act") read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all unclaimed/unpaid dividends/interest and principal amount on Non-Convertible Debentures ("NCDs") are required to be transferred by the Company to IEPF Authority within a period of thirty (30) days of expiry of seven (7) years.

During the year under review, your Company has transferred Rs. 16,59,371 on March 06, 2024 being the unclaimed dividend amount, pertaining to interim dividend declared for the FY 2016-

17 and has also transferred the unclaimed interest and principal amount on NCDs of

Rs. 70,46,859, to the IEPF.

The shares on which dividend has not been claimed by the Members for seven (7) consecutive years shall be transferred to demat account of the IEPF Authority within thirty (30) days of expiry of the said period. Accordingly, various steps are being taken on an ongoing basis to reach out to the Members, through email and other means, whose shares are due to be transferred to IEPF. In addition, your Company also published the notice in the leading newspapers in English and Regional Language having wide circulation to inform them about the said transfer to IEPF.

During the year under review, your Company has transferred 2,354 equity shares as per Corporate Action letters dated March 30, 2024, and April 09, 2024 to IEPF Authority in accordance with the above provisions.

In compliance with the SEBI Circular No. SEBI/ HO/DDHS/DDHS-RAC-1/P/ CIR/2023/176 dated November 08, 2023, for dealing with unclaimed amounts in respect of listed Non-Convertible Securities and manner of claiming such amounts by investors, the Company has formulated a procedural framework for dealing with unclaimed interest and redemption amounts lying with the Company having listed Non-Convertible Securities and manner of claiming such amounts by the investors. The Company has also formulated a policy specifying the process to be followed by investors for claiming their unclaimed amounts and the same is available on the website of the Company at https://storage.googleapis.com/iifl- finance-storage/files/2024-03/IEPF_Policy.pdf.

During the year under review, your Company raised through Public Issue of Secured, Redeemable NCDs an amount aggregating to Rs. 452.09 Crore. These NCDs are listed and traded on the National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE").

Additionally, during the year under review, Samasta raised through Public Issue of Secured, Redeemable NCDs an amount aggregating to Rs. 512 Crore. These NCDs are listed and traded on BSE.

During the year under review, your Company raised through Private Placement of NCDs an amount aggregating to Rs. 660 Crore. These NCDs are listed and traded on NSE. Out of the said NCDs, your Company has raised an amount aggregating to Rs. 500 Crore from Fairfax Group.

Additionally, during the year under review, HFC raised Rs. 1,140 Crore through Private Placement of Redeemable NCDs which includes Rs. 820 Crore raised from the International Finance Corporation ("IFC"), a private sector arm of the World Bank Group, and Samasta raised Rs. 547 Crore through Private Placement of Redeemable NCDs. The said Privately Placed NCDs issued by HFC are listed and traded on NSE except for the NCDs allotted to IFC; while NCDs issued by Samasta are listed and traded on BSE.

During the year under review, National Bank for Agriculture and Rural Development ("NABARD") refinanced Rs. 500 Crore to your Company, under the refinance facility.

Additionally, HFC had availed Rs. 2,500 Crore of refinance facility from National Housing Bank ("NHB") under various refinance schemes, while Small Industries Development Bank of India ("SIDBI"), NABARD and Micro Units Developments & Refinance Agency Limited ("MUDRA") refinanced Rs. 300 Crore, Rs. 350 Crore and Rs. 150 Crore, respectively, to Samasta.

During the year under review, your Company raised Rs. 5,419 Crore through term loans from various banks. Additionally, HFC and Samasta raised Rs. 2,893 Crore and Rs. 4,516 Crore respectively, through term loans from various banks and financial institutions.

During the year under review, your Company invested in the rights issue of equity shares of Samasta for an amount of Rs. 199.99 Crore in November 2023. After the aforesaid investment, your Company's holding in Samasta stood at 99.56% as on March 31, 2024.

Your Company which is one of India's largest retail-focused NBFC raised US$400 Million through MTN programme during February 2020 and your Company fully repaid its maiden dollar bonds due in April 2023 along with interest. This is a demonstration of strong treasury management capabilities and financial strength of your Company. This has also established a strong track record of your Company in international bond market.

During the year under review, your Company secured US$225 Million in long-term funding through External Commercial Borrowing ("ECB") route from Foreign and Domestic Banks namely, the Hongkong and Shanghai Banking Corporation Limited - (Gift City), Union Bank of India (Sydney), Bank of Baroda - (Gift City) and Mizuho Bank (Singapore).

The Japanese Yen ("JPY") equivalent US$50 Million, secured by your Company from Mizuho Bank is an inaugural JPY denominated facility for your Company. The funds were raised at a fairly competitive pricing over Tokyo Overnight Average Rate ("TONAR").

During the year under review, your Company proposed to raise funds for amount not exceeding Rs. 1,500 Crore by way of issue of equity shares on a rights basis ("Rights Issue") from its existing eligible shareholders as on the record date, in accordance with applicable provisions of the Act, Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended from time to time and other applicable laws.

Further to the decision, after close of the financial year, your Company made an allotment of 4,23,94,270 fully paid-up equity shares of face value of Rs. 2 each of the Company on May 17, 2024, for cash at a price of Rs. 300 per equity share (including a premium of Rs. 298 per equity share) for an amount aggregating to Rs. 1,271.83 Crore (oversubscribed by 1.35 times) on a rights basis to the eligible equity shareholders of the Company.

During the year under review, following awards and accolades were conferred by reputable organizations:

• Your Company received the Economic Times ‘Iconic Brand' recognition;

• Your Company received ‘Excellence in Governance-2024 Award' at the Nation Wide Award by Business Mint;

• Your Company received ‘Best NBFC of the Year Award' at NBFC Leadership Awards 2023;

• Your Company received award for ‘Best Customer Experience Strategy' at NBFC Leadership Awards 2023;

• Samasta received ‘Best Microfinance Company of the Year Award' at NBFC Leadership Awards 2023;

• Your Company received award for ‘Best Financial Inclusion Initiative' at the National Awards for Excellence;

• Your Company received ‘Best Gold Loan Company of the Year Award' at NBFC Leadership Awards 2023;

• Your Company received ‘Marketing Campaign of the Year Award' for ‘Sapna Aapka Loan Humaara' campaign at NBFC Leadership Awards 2023;

• IIFL Fintech Fund received ‘Best Early-Stage Fintech Fund of the Year Award' at National Awards for Excellence;

• India Infoline Foundation ("IIFL Foundation") received ‘Outstanding Contribution to the Cause of Education Award' at National CSR Leadership Awards;

• Mrs. Madhu Jain, Director, IIFL Foundation received ‘Social Innovation Entrepreneur Award' at National CSR Leadership Awards;

• Mrs. Madhu Jain, Director, IIFL Foundation was listed among ‘Asia's 100 Women Power Leaders 2023' by White Page ;

• Best Early-Stage Fintech Fund of the Year

- IIFL Fintech Fund at National Awards for Excellence;

• Mrs. Madhu Jain was recognized as the ‘Most Iconic Women Personality' of the Year at Atal Achievement Awards; and

• Your Company has received the award for building cash flow and GST data- based unsecured business loan products for MSMEs at SamvAAd - an account aggregator community event along with FinBox and Finvu (Cookiejar Technologies). The event was hosted by Sahamati - driving Open Finance with Account Aggregator.

The CSR Committee of the Board has formulated and recommended to the Board a CSR Policy indicating the CSR activities which can be undertaken by your Company. The Board approved the CSR Policy which is available on the website of the Company at https://storage.googleapis.com/iifl-finance-storage/ files/2023-07/CSR%20policy_IIFL%20Finance.pdf

IIFL group has set-up IIFL Foundation, a Section 8 Company incorporated under the Act which acts as the principal arm to undertake CSR initiatives on behalf of your Company and its subsidiaries. IIFL Foundation through its CSR initiatives addresses 5 thematic areas

– Health, Education and Environment, Livelihood & Poverty Alleviation, collectively – HELP.

As per Rule 4(2) of the Companies (Corporate Social Responsibility Policy) Rules, 2014, IIFL Foundation has registered itself with the Central Government by filing the e-Form CSR-1 with the Registrar of Companies.

IIFL Foundation has identified focus areas for CSR initiatives which includes:

• Building foundational literacy and numeracy among females from marginalized communities of Rajasthan, through flagship programme ‘Sakhiyon ki Baadi', which has an overall reach across 5 districts with 460 learning centres

• Development of Digital Library for students at Rajkumari Ratnavati Girls' School in Jaisalmer, Rajasthan, with a donation of 50 Android tablets

• Infrastructure development and academic support to Maa Bari Centres at Rajasthan

• Construction of an Assembly Hall at Government Senior Secondary School, Madar, Udaipur

• An exploratory trip for 22 Members of Panchayati Raj Institutions (Sarpanchs) from Rajasthan, to Mawlynnong village in Meghalaya

• Maintenance of a public place – Garden, at Mumbai, Maharashtra

• Support to a Primary School in Kandivali, Mumbai, for education of children from financially weaker group residing in slums

• Digital Shaala programme in 25 Government Schools having installed 50 smart TVs upgraded with educational content

• A unique mentoring programme for skill building of native artisans from Rajasthan in Home Decor space

• Renewal of license (content) of Smart Boards at 9 Government schools in Rajasthan, valid for period of 3 years

• Installed an Interactive Flat Panel (IFP) learning system at Vidya Niketan School, Rajsamand, Rajasthan

• Skill development programme in Hospitality Training (Chef Trade) and Market related Retail Associate Training curated specifically for youths residing at Kupwara (Aspirational) district in Kashmir, with support of Indian Army

• Homestay Host Training, a skill development programme for youths at Tezu, Arunachal Pradesh, with support of the National Cadet Corp (NCC) - India, under the Ministry of Defence

• Development of mobile application and a year- long training programme for capacity building of 50 NGOs from Maharashtra

• Support for Education and Nutrition of boys at Shelter Home in Mumbai, Maharashtra

• Smart Shala programme to promote Academic Learning of Teachers and Students at Government schools in Jodhpur, Bikaner & Jaipur

• Initiative for improving learning and mental well- being outcomes for young children and caregivers through community radio in Jhunjhunu district of Rajasthan

• A programme in Banking & Finance, offering skill based training to youths belonging to the lower income households in Mumbai

• Donated Non-stress Test machines to Department of Obstetrics and Gynecology at KEM Hospital, Parel, Mumbai, Maharashtra

• Medical Camp at Barsana, District Mathura in Uttar Pradesh, offering free of cost Cataract Operations, Dental Checkups, Treatments and Surgeries

• Medical Camp at Pandharpur, District Solapur in Maharashtra, offering free of cost treatment to thousands of pilgrims visiting in month of July 2023

• Construction of an Assembly Hall at Govt. Senior Secondary School, Parsad, District – Udaipur, Rajasthan

• Initiated an English Language Lab and Computer Lab at 3 Government schools in Rajsamand District, Rajasthan, to improve learning outcomes of the students

• Donated classroom furniture to Mahatma Gandhi Government School, Sisarwada, Pali, Rajasthan

• Donated 50 bicycles to girl students at Zilla Parishad School, Dahanu, Palghar, to promote enrollment and retention of girls at the school

• Support for Higher Education of children of commercial sex workers at Mumbai, Maharashtra

• Appointment of Academic mentor at 2 Government schools in Udaipur district of Rajasthan

During the year under review, your Company deployed 2% of its average net profits of the preceding three financial years (computed as per the relevant provisions of the Act) on CSR projects, utilizing the required amount on various social development activities. The details thereof are mentioned in the CSR Annual Report, attached as "Annexure II" to this report. Refer pages 127-130 of this Report.

Further, during the year under review, impact assessment was not applicable to the Company. However, an impact assessment of the Sakhiyon ki Baadi programme was conducted by IIFL Foundation through an independent agency using the OECD-DAC and SRoI Methodology.

During the year under review, the total paid up equity share capital of the Company increased from Rs. 76,08,60,778 to Rs. 76,30,96,870 pursuant to allotment of 11,18,046 equity shares of Rs. 2 each under Employee Stock Option Scheme(s) of the Company to eligible employees and the said equity shares rank pari passu with the existing equity shares.

The movement of share capital is as under:

(in Rs.)

Further, post closure of the financial year, 60,383 equity shares were allotted to employees on April 30, 2024 pursuant to exercise of options granted under IIFL Finance Employee Stock Option Plan 2008 and IIFL Finance Employee Stock Option Plan 2020 - Merger Scheme. Further, your Company has allotted 4,23,94,270 equity shares on Rights basis on May 17, 2024 to the eligible shareholders. Pursuant to the aforesaid allotments, the paid-up equity share capital of your Company stands increased to Rs. 84,80,06,176.

During the year under review, your Company (consolidated) as an originator, has undertaken securitization transactions of total book value of loan assets amounting to Rs. 333.33 Crore and Direct Assignment transactions of total book value of loan assets amounting to Rs. 15,655.06 Crore.

The Consolidated cash and cash equivalent of your Company as on March 31, 2024, stood at Rs. 2,469.87 Crore vis-?-vis Rs. 3,632.13 Crore in the previous year. Your Company's working capital management is robust and involves a well-organized process which facilitates continuous monitoring and control over receivables, inventories and other parameters.

The scope and authority of the internal audit function is well defined, and to maintain independence and objectivity in its functions, the internal audit function reports directly to the Audit Committee of the Board. At the beginning of each financial year, an annual Risk- Based Internal Audit ("RBIA") plan is rolled out post approval by the Audit Committee of the Board. The audit plan aims to evaluate the efficacy and adequacy of the internal control system(s) and compliance(s) thereof, robustness of internal processes, policies and accounting procedures, compliance with laws and regulations. The internal audit function, consisting of professionally qualified accountants, engineers, fraud risk and information technology specialists, is adequately skilled and resourced to deliver audit assurances at highest levels. Based on the reports of the internal audit function, process owners undertake corrective action in their respective areas. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

Your Board is of the opinion that internal financial controls with reference to the financial statements were tested and reported adequate and operating effectively. The internal financial controls are commensurate with the size, scale and complexity of operations. The controls were tested during the year and no reportable material weaknesses either in their design or operations were observed. Your Company has put in place robust policies and procedures, which inter alia, ensure integrity in conducting its business, safeguarding of its assets, timely preparation of reliable financial information, accuracy and completeness in maintaining accounting records, prevention and detection of frauds and errors.

Your Company has in force the following Schemes:

(a) IIFL Finance Employee Stock Option Plan 2008 ("ESOP Scheme 2008")

(b) IIFL Finance Employee Stock Option Plan 2020 –Merger Scheme ("ESOP Scheme 2020")

During the year under review, your Company granted 35,00,000 stock options to the employees under the ESOP Scheme 2008.

Further, during the year under review 2,31,402 stock options granted under ESOP Scheme 2008 got lapsed and the same were added back to the pool, which can be used for further grant; and 40,731 granted under ESOP Scheme 2020 got lapsed and the same are not available for further grant.

The aggregate number of stock options outstanding as on March 31, 2024, stands at 40,80,321 stock options under ESOP Scheme 2008 and 16,71,891 stock options under ESOP Scheme 2020.

The ESOP Scheme of your Company was amended by the Board of Directors of your Company at its meeting held on April 26, 2023, to align the same with the amendments made under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SBEBSE Regulations"). Accordingly, approval of the Members to amend ESOP Scheme 2008 in terms of the SBEBSE Regulations was received in the 28th Annual General Meeting ("AGM") of your Company held on July 31, 2023.

A certificate from the Secretarial Auditor of your Company confirming that the IIFL Finance Employee Stock Option Plan 2008 ("ESOP Scheme 2008") and IIFL Finance Employee Stock Option Plan 2020 - Merger Scheme ("ESOP Scheme 2020") has been implemented in accordance with the applicable Regulations will be available for inspection by Members through electronic means. Members can request the same by sending an email to shareholders@iifl.com till the AGM.

The relevant disclosures pursuant to Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of the SBEBSE Regulations are uploaded on the website of the Company i.e. www.iifl.com and the same would be available for inspection by Members through electronic means.

The relevant disclosures in terms of Ind AS 102, relating to share based payment, forms part of note no. 40 of the Standalone Financial Statements and note no. 40 of the Consolidated Financial Statements of the Company.

Details of loans given, investments made, guarantees given and security provided, if any, are covered under the provisions of Section 186 of the Act and are given in the Note no. 8, 9 and 39 of the Standalone Financial Statements.

As on March 31, 2024, your Company has three (3) subsidiaries, one (1) step down subsidiary as below.

• IIFL Home Finance Limited, Subsidiary Company

• IIFL Samasta Finance Limited, Subsidiary Company

• IIFL Open Fintech Private Limited, Subsidiary Company

• IIHFL Sales Limited, Step-down Subsidiary Company

The Company does not have any Associate(s)/Joint Venture(s).

Pursuant to Regulation 16 of the Listing Regulations, HFC and Samasta are the Material Subsidiaries of the Company for FY 2023-24 and shall continue to be the Material Subsidiaries of your Company during FY 2024-25 for compliance with Listing Regulations. In accordance with the terms of Regulation 24(1) of the Listing Regulations, Mr. Arun Kumar Purwar, an Independent Director on the Board of your Company till March 31, 2024, also served as an Independent Director on the Board of HFC till March 31, 2024 and was succeeded by Mr. Ramakrishnan Subramanian who was appointed as an Additional Independent Director on the Board of HFC w.e.f. April 01, 2024.

Further, Mr. Nihar Niranjan Jambusaria, an Independent Director on the Board of your Company, also serves as an Independent Director on the Board of Samasta w.e.f. April 24, 2024. The Policy on Determining Material Subsidiary is available on the Company's website at https://storage.googleapis.com/iifl-finance-storage/ files/2023-09/Policy_on_determining_Material_ Subsidiary_04092023.pdf. Pursuant to the Act, read with applicable Rules framed thereunder, the Listing Regulations and applicable Ind AS, the Board at their Meeting held on June 15, 2024, approved the Audited Standalone Financial Statements of your Company for the financial year ended March 31, 2024 and the Audited Consolidated Financial Statements of your Company and its subsidiaries, for the financial year ended March 31, 2024. In accordance with Section 129 of the Act, the said Audited Financial Statements form part of this Report. The Company's Financial Statements including the accounts of its subsidiaries which forms part of this Report has been prepared in accordance with the Act and Ind AS 110.

A report on the performance and financial position of each of the subsidiaries of your Company, as per the Act is provided in the prescribed Form AOC-1 as an Annexure to the Consolidated Financial Statements and hence not repeated here for the sake of brevity.

The Audited Financial Statements of the subsidiaries of your Company for the financial year ended March 31, 2024, are available on the website of the Company at www.iifl.com. The Members may download the aforesaid documents from the Company's website or may write to the Company for obtaining a copy of the same. Further, the aforesaid documents shall also be available for inspection by the Members at the registered office/corporate office of the Company, during business hours on working days and through electronic mode. Members can also request the same by sending an email to shareholders@iifl.com till the AGM.

As on March 31 2024, the Capital to Risk Assets Ratio ("CRAR") of your Company was 18.85% which is well above the minimum requirement of 15% CRAR prescribed by the RBI.

Out of the above, Tier I capital adequacy ratio stood at 12.56% and Tier II capital adequacy ratio stood at 6.29% respectively.

Your Company has an Anti-Bribery and Anti-Corruption Policy ("Policy") on combating bribery and corruption and to conduct Company's business in an honest and ethical manner. Your Company takes a zero-tolerance approach to bribery, corruption and other forms of unlawful payment (including gifts, hospitality, etc.) and are committed to act professionally, fairly and with integrity in all our dealings wherever we operate. Your Company is also committed towards implementing and enforcing effective systems to counter bribery and corruption. The Policy prohibits offering, promising, giving or authorizing others to give anything in excess of a certain value, either directly or indirectly, to any person or entity, thereby setting out Company's standards on bribery and other forms of unlawful payments.

The policy provides information and guiding principles to prevent any activity or conduct relating to bribery, facilitation payments or corruption and to guide employees to act professionally, fairly and with utmost integrity in all their business dealings and relationships, wherever they operate.

The Policy requires that the Company do not engage in bribery or corruption in any form and explicitly mentions that the Company will not pay or procure payment of a bribe or unlawful fee to encourage the performance of a task or one which is intended or likely to compromise the integrity of another. The Company will not accept any payment, gift or inducement from a third party which is intended to compromise Company's integrity.

The Company has designated Chief Anti Corruption Officer wherein any person can report the cases of Anti-Bribery and Anti-Corruption at anticorruption@ iifl.com. The Policy is also available on the Company's website at https://www.iifl.com/finance/anti- corruption-policy.

In accordance with Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility and Sustainability Report ("BRSR") is attached as part of the this Report. Refer pages 201-243 of the Report. Further, pursuant to SEBI Circular No. SEBI/HO/CFD/ CFD-SEC-2/P/CIR/2023/122 dated July 12, 2023, the reasonable assurance of the BRSR Core and ESG disclosures for the value chain are not applicable to the Company for FY 2023-24.

In accordance with Regulation 34 of the Listing Regulations and RBI SBR Directions, the Management Discussion and Analysis Report is attached as part of this Report. Refer pages 184-200 of the Report.

The Board of Directors of the Company are eminent persons of proven competence and integrity. Besides experience, strong financial acumen, strategic astuteness and leadership qualities, they have a significant degree of commitment to the Company and devote adequate time to meetings. In terms of requirement of the Listing Regulations, the Board has identified core skills, expertise and competencies required in the context of the Company's business for effective functioning, which are detailed in the Corporate Governance Report. The Board meets at regular intervals to discuss and decide on Company/ business policy and strategy, apart from other Board matters. The Board exhibits strong operational oversight with regular business presentations of meetings. The Board is of the opinion that the Independent Directors of the Company have the required integrity, expertise, experience and proficiency.

On recommendation of Nomination and Remuneration Committee ("NRC"), the Board had appointed Directors and Key Managerial Personnels. Further, the Board had taken note of the resignation/cessation of Directors and Key Managerial Personnels.

Mr. T S Ramakrishnan (DIN: 09515616) was appointed as an Additional Non-Executive Nominee Director of the Company w.e.f. October 26, 2023 and the same was regularized by the way of resolution passed through postal ballot on December 05, 2023.

Mr. Bijou Kurien (DIN: 01802995) and Mr. Nihar Niranjan Jambusaria (DIN: 01808733) were appointed as an Additional (Independent) Directors of the Company w.e.f. March 13, 2024 and the same was regularized by the way of resolution passed through postal ballot on June 10, 2024.

Mr. Arun Kumar Purwar (DIN: 00026383) was appointed as the Chairperson and Additional Non-Executive Director of the Company w.e.f April 01, 2024 and the same was regularized by the way of resolution passed through postal ballot on June 10, 2024.

Post the closure of financial year, Mr. Gopalakrishnan Soundarajan (DIN: 05242795) was appointed as an Additional Non-Executive Non-Independent Director w.e.f May 11, 2024 and the same was regularized by the way of resolution passed through postal ballot on June 10, 2024.

Ms. Rupal Jain was appointed as the Company Secretary & Compliance Officer and as a Key Managerial Personnel ("KMP") of the Company w.e.f. July 01, 2023.

Ms. Mauli Agarwal was appointed as the Company Secretary & Compliance Officer and as a KMP of the Company w.e.f. March 13, 2024.

Mr. Arun Kumar Purwar (DIN: 00026383), Chairperson and Independent Director of the Company and Mr. Nilesh Shivji Vikamsey (DIN: 00031213) Independent Director of the Company, completed their second consecutive five-year term of directorship as Independent Director of the Company w.e.f. March 31, 2024, pursuant to the provisions of the Act, and Listing Regulations. The Board placed on record it's appreciation for their valuable contribution made by them as member of the Board.

Mr. Vijay Kumar Chopra (DIN: 02103940) completed his first term as an Independent Director of the Company on May 20, 2024, and consequently ceased to be an Independent Director of the Company w.e.f. May 20, 2024.

In terms of Section 152 of the Act read with Article 157 of the Articles of Association of the Company, Mr. Nirmal Jain (DIN: 00010535), is liable to retire by rotation at the ensuing AGM and being eligible has offered himself for re-appointment. The Board of Directors at its meeting held on June 15, 2024, approved and recommended the same for the approval of the Members at the ensuing AGM of the Company.

Post the closure of financial year, Mr. Chandran Ratnaswami (DIN: 00109215) resigned from the position of Non-Executive Director of the Company w.e.f. May 10, 2024, close of business hours, pursuant to attaining the age of 75 years on May 11, 2024.

Ms. Sneha Patwardhan and Ms. Rupal Jain resigned from the position of Company Secretary & Compliance Officer and as a KMP of the Company w.e.f. July 01, 2023 and March 13, 2024, respectively. The Board placed on record its appreciation for their valuable contributions during their tenure and wished them the very best in their future endeavors.

During the year under review, the Board of Directors met twelve (12) times to discuss and approve various matters including financials, appointment of auditor, declaration of dividend, review of audit reports and other Board matters. For further details, please refer to the report on Corporate Governance forming part to this Report.

During the year under review, in accordance with the applicable provisions of the Act, Listing Regulations and RBI SBR Directions, the Board of Directors constituted the following Committees:

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee ("CSR Committee")

• Stakeholders Relationship Committee

• Risk Management Committee

• Asset Liability Management Committee

• IT Strategy Committee

The Board of Directors have set up various committees, delegated powers and assigned roles and responsibilities with well documented terms of reference for each committee. All the Committees are chaired by an Independent Director except Asset Liability Management Committee which is chaired by Mr. R Venkataraman, Joint Managing Director pursuant to RBI circular dated November 04, 2019 on Liquidity Risk Management Framework for Non-Banking Financial Companies and Core Investment Companies.

The Chairperson of respective Committees report to the Chairperson of the Board who is a Non-Executive Director and apprise the Board about the key highlights and decisions taken by the Committees.

The details inter alia including the composition, terms of reference and meetings held during the year under review of the aforesaid Committees are provided in the Corporate Governance Report, which forms part of this Report.

Besides the aforesaid Committees, the Board of Directors of the Company have constituted Committees comprising of Senior Management Personnel for day-to-day operations of the Company viz. Finance Committee, Group Credit Committee, Credit Committee, Environment Social and Governance Committee, to name a few.

Details of the Familiarization Programme are provided in the Corporate Governance Report forming part of this Report and are also available on the website of the Company at https://storage.googleapis. com/iifl-finance-storage/files/2024-05/ F amiliar iz ation_Pr ogr amme_of _ ID_13052024.pdf

The evaluation process, manner and performance criteria for Independent Directors in which the evaluation has been carried out is explained in the Corporate Governance Report forming part of this Report.

Your Company has received necessary declarations from each Independent Director of the Company, pursuant to the provisions of section 149(7) of the Act and Regulation 25(8) of the Listing Regulations, stating that they meet the criteria of independence laid down in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.

The above declarations were placed before the Board and in the opinion of the Board, all the Independent Directors fulfil the conditions specified under the Act and the Listing Regulations and are Independent to the Management and that there has been no change in the circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact the ability to discharge their duties with an objective of independent judgment and without any external influence.

All the Independent Directors of the Company have registered themselves on the Independent Directors' Databank mandated by the Indian Institute of Corporate Affairs as per the requirements of Rule 6 of the Companies(Appointment and Qualifications of Directors) Rules, 2014.

Your Company has received undertaking and declaration from each Director on fit and proper criteria in terms of the provisions of RBI SBR Directions. The Board of Directors have confirmed that all existing Directors are fit and proper to continue to hold the appointment as Directors on the Board, as reviewed and recommended by the Nomination and Remuneration Committee on fit and proper criteria under RBI SBR Directions.

All the Directors of the Company have affirmed compliance with the Code of Conduct of the Company. The Declaration of the same is provided in the Corporate Governance Report which forms part of this Report.

Your Company recognizes and embraces the importance of a diverse Board in its success. Your Company believes that a truly diverse Board will leverage difference in thought, perspective, knowledge, skills, regional and industry experience, cultural and geographical backgrounds, age, ethnicity, race, gender that will help us retain our competitive advantage. The Policy adopted by the Board sets out its approach to diversity. The Policy is available on the website of the Company at

https://storage.googleapis.com/iifl- finance-storage/files/2022-07/Board_ Diversity_Policy_27072022.pdf

Your Company has in place policy for remuneration of Directors and Key Managerial Personnel along with a well-defined criteria for the selection of candidates for appointment on the said positions, duly approved by the Board of Directors.

The Nomination and Remuneration Policy is also available on the website of the Company at

https://storage.googleapis.com/ iifl-finance-storage/files/2024-04/ Nomination_and_Remuneration_ Policy_26042024.pdf

Your Company has in place a succession planning framework for Directors and Key Managerial Personnel to address anticipated, as well as unscheduled changes in leadership for continuity and smooth functioning of the Company.

Your Company has a well-defined comprehensive Enterprise Risk Management ("ERM") Framework in place and a robust organizational structure to identify, assess, measure and monitor risks and strengthen controls to mitigate risks. Your Company has established procedures to periodically place before the Risk Management Committee and the Board of Directors, the risk assessment and minimization procedures being followed by the Company and steps taken by it to mitigate these risks. ERM has been adopted by the Company which uses defined Key Risk Indicators based on quantitative and qualitative factors. A two-dimensional quantitative Heat Map has been implemented, which enables the Management to have a comprehensive view of various identified risk areas based on their probability and impact. Your Company have initiated adequate Risk training and awareness programmes. The composition, terms of reference and powers of the Risk Management Committee are in conformity with the requirements of Regulation 21 of the Listing Regulations and RBI SBR Direction and the same has been provided in the Corporate Governance Report. The Risk Management Committee is authorized to monitor and review overall risk management plan including liquidity risk and is also empowered, inter alia, to review and recommend to the Board the modifications to the Risk Management Policy. The ERM Policy is approved by the Board of Directors and inter alia, includes identification of risks, including strategic, financial, credit, market, liquidity, security, compliance, fraud, reputation, technology, cyber, outsourcing, people/conduct, collection, ESG, business which in the opinion of the Board may threaten the existence of your Company.

Your Company has put in place a Policy for Related Party Transactions ("RPT Policy"), as amended from time to time. The Policy provides for identification of Related Party Transactions ("RPT"), necessary approvals from the Audit Committee/Board/Members, reporting and disclosure requirements in compliance with the provisions of the Act and Listing Regulations. The said Policy can be accessed on the website of the Company at

https://storage.googleapis.com/iifl-finance- storage/files/2022-07/Policy_on_Related_Party_ Transactions_27072022.pdf

All contracts or arrangements executed by your Company during the year under review with related parties were on arm's length basis and in the ordinary course of business. Hence, the disclosure of RPTs as required under Section 134(3)(h) of the Act, 2013 in Form AOC-2 is not applicable to your Company.

All such RPTs were placed before the Audit Committee/Board/Members for their approval, wherever applicable. The Audit Committee reviews all RPTs on a quarterly basis.

You may refer to note no.44 of the Standalone Financial Statements and note no. 42 of the Consolidated Financial Statements respectively, which contain related party disclosures.

Your Company has obtained the Member's approval on Material RPTs in the last AGM held on July 31, 2023 for financial year 2023-24.

Considering your Company being an NBFC-ML and its nature of business and operations, your Company will continue entering into various RPTs in the ordinary course of business and accordingly your Company has sought approval from Members for Material RPTs and details of the same are available in the Notice convening the AGM of the Company.

Pursuant to Section 92(3) of the Act and the Rules framed thereunder, as amended from time to time, the Annual Return of the Company for the financial year ended March 31, 2024 in the prescribed Form MGT-7 is available on the website of the Company i.e.www.iifl. com.

The material changes and commitments affecting the financial position of your Company, which had occurred between the end of the Financial Year of your Company to which the financial statements relate and the date of this Report are mentioned in point no. 6(h) and 37 of this report.

The information on energy conservation, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, are provided in "Annexure – III" to this Report. Refer pages 131-133 of this Report.

Pursuant to Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the Listing Regulations, your Company has adopted a Whistle Blower Policy/Vigil Mechanism and has established the necessary vigil mechanism for Directors and Employees of the Company to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policy. The Company has disclosed the policy on the website of the Company at https://storage. googleapis.com/iifl-finance-storage/files/2021-03/ IIFL_WhistleBlower_VigilancePolicy_2020.pdf

Your Company's financial discipline and prudence is reflected in the strong credit ratings prescribed by rating agencies. The following credit ratings were assigned to your Company as on March 31, 2024.

Your Company recognizes its responsibility and continues to provide a safe working environment for women, free from sexual harassment and discrimination. In Compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company has put in place a Policy on prevention of Sexual Harassment of Women at workplace and has duly constituted an Internal Complaints Committee under the same.

The Company also provides for mandatory online training on prevention of sexual harassment for every new joinee, as well as all employees on an annual basis.

The details of complaints received during the year 2023-24 pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are provided in the Corporate Governance Report.

Disclosures pertaining 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 are provided in "Annexure –IV" to this report. Refer pages 134-135 of this Report.

Further, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits as set out in the Rule 5(2) and other details as mentioned in Rule 5(3) of the aforesaid Rules, forms part of this report. However, in terms of first proviso to Section 136(1) of the Act, the Annual Report and Accounts are being sent to the Members and others entitled thereto, excluding the aforesaid information.

The said information is available for inspection by the Members and any Member interested in obtaining a copy thereof, may write to the Company at shareholders@iifl.com.

Your Company has Mr. Nirmal Jain and Mr. R Venkataraman serving as Managing Director and Joint Managing Director, respectively. As per their terms of appointment, Mr. Nirmal Jain, does not draw any commission or remuneration from any subsidiary company. Further, Mr. R. Venkataraman served as the Managing Director of IIFL Securities Limited, another group company, and his entire remuneration for FY 2023–24 was paid by IIFL Securities Limited. He does not draw any commission or remuneration from any subsidiary company. Hence, no disclosure as required under Section 197(14) of the Act has been made.

Pursuant to the RBI Circular No. RBI/2021-22/25 Ref. No. DoS. CO. ARG/SEC.01/08.91.001/2021-22 dated April 27, 2021 ("RBI Guidelines"), the statutory audit of the entities with asset size of Rs. 15,000 Crore and above, as at the end of previous year, should be conducted under joint audit of a minimum of two audit firms. Accordingly, based on recommendation of the Audit Committee and approval of the Board of Directors at their respective meetings held on July 27, 2021, the appointment of M/s. Chhajed & Doshi, Chartered Accountants (Firm Registration Number 101794W) as the Joint Statutory Auditor was recommeded for approval of the Members of the Company. Subsequently, the Members at the Extra Ordinary General Meeting of the Company held on September 30, 2021, approved the appointment of M/s. Chhajed & Doshi as the Joint Statutory Auditor for a continuous period of three (3) years with effect from FY 2021-22 till and including FY 2023-24.

Further, pursuant to the completion of the term of M/s. V Sankar Aiyar & Co, Chartered Accountants, the Board of Directors of the Company at their meeting held on April 26, 2023, based on the recommendation of the Audit Committee, recommended the appointment of M/s. Sharp & Tannan Associates, Chartered Accountant (Firm Registration Number 109983W) as the Joint Statutory Auditor of the Company. Subsequently, the Members at the AGM held on July 31, 2023 approved the said appointment of M/s. Sharp & Tannan Associates for a period of 3 (three) years i.e from the conclusion of the 28th AGM held on July 31, 2023, till the conclusion of the 31st AGM to be held in the year 2026.

M/s. Chhajed & Doshi and M/s. Sharp & Tannan Associates have also confirmed that they hold a valid peer review certificate as prescribed under Listing Regulations. The Joint Statutory Auditors have confirmed that they continue to satisfy the eligibility norms and independence criteria as prescribed by RBI guidelines and the Act.

Further, pursuant to the completion of the term of M/s. Chhajed & Doshi, Chartered Accountants, the Board of Directors at its meeting held on June 15, 2024, based on the recommendation of the Audit Committee, recommended the appointment of M/s. G. M. Kapadia & Co., Chartered Accountant (Firm Registration Number:104767W) as the Joint Statutory Auditor of the Company for the approval of the Members at the ensuing AGM for a period of 3 (three) years i.e. from the conclusion of the ensuing 29th AGM till the conclusion of the 32nd AGM to be held in the year 2027 at such remuneration plus out of pocket expenses and applicable taxes, as may be mutually agreed between the Board and the Auditor.

Appropriate resolution seeking Members' approval for the appointment of M/s. G. M. Kapadia & Co., Chartered Accountant as the Joint Statutory Auditor of the Company is appearing in the Notice convening the ensuing AGM of the Company.

The Audit for FY 2023-24 was conducted by M/s. Chhajed & Doshi and M/s. Sharp & Tannan Associates, Joint Statutory Auditors of the Company and that there are no qualifications, reservations, adverse remarks or disclaimers made by the Joint Statutory Auditors in their Audit Report. The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Act. The Joint Statutory Auditors' Report is enclosed with the financial statements in this Report.

The Board of Directors appointed M/s. Nilesh Shah & Associates, Practicing Company Secretaries to conduct Secretarial Audit of the Company for FY 2023-24. The Secretarial Auditor had conducted the audit and their report was placed before the Board. The report of the Secretarial Auditor is annexed herewith as "Annexure – V" to this report. Refer pages 136-139 of this Report. There are no qualifications or observations in the Report.

Pursuant to Regulation 24A of the Listing Regulations, a listed company is required to annex a secretarial audit report of its material unlisted subsidiary to its Directors Report. The Secretarial Audit Reports of the material subsidiaries of the Company i.e. HFC and Samasta for FY 2023-24 is annexed herewith as "Annexure – VI" & "Annexure- VII" respectively. Refer pages 140-148 of this Report.

During the year under review, the Joint Statutory Auditors and the Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Act, details of which needs to be mentioned in this Report.

Our Company endeavours to adhere fully to the directions, circulars, notifications, and guidelines issued by the RBI applicable to NBFC-MLs, as specified under the RBI Master Direction – Reserve Bank of India (Non-Banking Financial Company

– Scale Based Regulation) Directions, 2023. The management and the Board has taken serious note of the deviations identified in the RBI Order, and since taken the corrective action to ensure complete compliance in letter and spirit with RBI's regulations. The Company has strengthened its systems, processes, MIS, compliance and management teams to prevent recurrence of such lapses and ensure fool- proof continuous compliance.

The Company has systems in place to ensure compliance with the applicable provisions of the Foreign Exchange Management Act, 1999, and its amendments.

The Scale Based Regulations ("SBR") were notified by the Reserve Bank of India ("RBI") vide its circular dated October 22, 2021, effective from October 01, 2022. Pursuant to the Scale Based Regulations, the RBI has classified your Company as NBFC in Middle Layer ("ML"). Your Company has ensured full compliance with various requirements prescribed under RBI SBR Direction for NBFC-ML within the specified timelines including adopting policy for enhanced regulatory framework, Internal Capital Adequacy Assessment Process Policy (ICAAP), complying with large exposure norms, setting limits for sensitive sector exposure, etc.

In compliance with RBI SBR Direction, the Board has appointed a Chief Compliance Officer to oversee the compliances as applicable to your Company and has also adopted a Compliance Policy in compliance with RBI SBR Direction.

Your Company has appointed an Internal Ombudsman ("IO") in compliance with the Master Direction - Reserve Bank of India (Internal Ombudsman for Regulated Entities) Directions, 2023 issued on December 29, 2023. A Report on number of complaints escalated to IO and status of disposal of such complaints during the period under review is being placed before the Board for its review in compliance with the aforesaid RBI Directions.

Your Company is committed to maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements set out by the Securities and Exchange Board of India. We have been implementing best Corporate Governance practices as recognized globally.

The report on Corporate Governance, as stipulated under the Listing Regulations and the RBI SBR Direction, forms an integral part of this report. The requisite certificate from M/s. Nilesh Shah & Associates, Practicing Company Secretaries, certifying compliance with the conditions of Corporate Governance as stipulated in Regulations 17 to 27, clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V of the Listing Regulations forms part of this Report.

Our Company complies with all RBI-prescribed norms, including the Fair Practices Code, Anti Money Laundering, and Know Your Customer Guidelines.

The Board affirms that your Company has complied with the applicable and mandatory Secretarial Standards, as amended from time to time, issued by the Institute of Company Secretaries of India.

During the period under review, your Company did not accept/renew any deposits within the meaning of Section 73 of the Act and the Rules made thereunder and RBI SBR Direction.

An inspection of our Company was carried out by the RBI based on our financial position as of March 31, 2023. The RBI identified several material supervisory concerns in our gold loan portfolio, including:

• Significant disbursals of loan amounts in cash far exceeding the statutory limit.

• Non-adherence to the standard auction process.

• Significant deviations in assaying and certifying the purity and net weight of gold at both the time of loan sanction and auction upon default and consequent breaches in the Loan-to-Value ratio.

• Lack of transparency in charges levied on customer accounts.

Following a press release and order dated March 04, 2024, the RBI directed our Company to immediately cease and desist from sanctioning or disbursing gold loans, as well as from assigning, securitising, or selling any of its gold loans. These supervisory restrictions will be reviewed upon completion of a special audit to be instituted by the RBI and will be lifted after rectification by the Company of the special audit findings and the findings of RBI Inspection, to the satisfaction of RBI. Meanwhile, the Company can continue servicing its existing gold loan portfolio through usual collection and recovery processes. The Special Audit commenced on April 23, 2024, and since then been concluded. The above mentioned does not affect the going concern status of the Company, as we continue to operate in other business areas and maintain a valid NBFC license.

As per SEBI Circular dated October 19, 2023, your Company was identified as Large Corporate in the previous financial year and thus it had to raise minimum 25% of its qualified borrowings by way of issuance of debt securities in the subsequent financial years. Accordingly, it has raised Rs. 1,112.09 Crore by way of issuance of debt instruments in the Capital Market out of the total long term borrowings of Rs. 7,339.44 Crore during FY 2023-24. As Capital Market condition was muted for raising long term debt securities during FY 2023-24, your Company was unable to raise the required long term debt securities.

Your Company shall positively comply with the said requirements in the subsequent financial years.

Pursuant to the requirement under Section 134(5) of the Act and to the best of their knowledge and belief and according to the information and explanation obtained by your Directors, your Directors hereby confirm that:

a) in the preparation of the annual accounts, the applicable Indian Accounting Standards had been followed and there were no material departures;

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

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

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

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Your Directors state that during FY 2023-24:

(i) the Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

(ii) the Company has not issued any sweat equity shares during the year;

(iii) the Central Government has not prescribed the maintenance of cost records for any of the products of the Company under sub-section (1) of Section 148 of the Act and the Rules framed there under;

(iv) there is no change in nature of business of the Company during the year;

(v) the Company has not defaulted in repayment of loans from banks and financial institutions;

(vi) there were no delays or defaults in payment of interest/principal of any of its debt securities;

(vii) the Company had not made any application under the Insolvency and Bankruptcy Code, 2016 (the "Code"). As at March 31, 2024, no applications have been filed or are pending under the Code. No proceeding is pending against the Company under the Code.

(viii) there was no instance of one-time settlement with any bank or financial institution.

(ix) the details of Debenture Trustees of the Company are as follows:

* All ISINs under IDBI Trusteeship Services Limited matured during the FY 2023-24.

Your Directors place on record their sincere appreciation for the assistance and guidance provided by the Reserve Bank of India, the Ministry of Corporate Affairs, the Securities and Exchange Board of India, Government and other regulatory Authorities, Stock Exchanges, Depositories, Registrar and Share Transfer Agent, and Other Statutory Bodies for their assistance, cooperation and encouragement and continued support extended to the Company.

Your Directors also gratefully acknowledge all stakeholders of the Company viz. customers, Members, investors, dealers, vendors, bankers and other business partners for the excellent support received from them during the year. Our employees are instrumental in helping the Company scale new heights, year after year. Their commitment and contribution is deeply acknowledged. Your involvement as Members is also greatly valued. Your Directors look forward to your continuing support.

Chairperson & Non-Executive Director

(DIN: 00026383)

Place: Mumbai

Date: June 15, 2024