IIFL Securities Ltd Directors Report

1. Company Overview

IIFL Securities is one of the largest independent full-service broking house providing diversified financial services and product distribution and is also a SEBI registered Merchant Banker.

The Company forms one of the major institutional broking franchises in India with robust research capabilities. The research team covers 273 stocks across 20+ sectors and market caps. As of March 31, 2024, the combined market cap of stocks under our coverage was about USD 3.2 trillion.

The Company also provides Investment Banking services to corporate and institutional clients and has evolved as a leading domestic Investment Banker in recent years, engaging in multiple transactions across capital markets and private placement/advisory including significant number of Initial Public Offerings (IPOs) and Qualified Institutional Placements (QIPs).

IIFL Securities is well-placed as a prominent name in the industry backed by end-to-end technology platforms, experienced management and vast network of branches across the country. With complete investment planning and quality offerings, the Company continuously strives to deliver more value to its customers.

2. Financial summary and highlights

3. Review of the operations and business and the state of Company affairs

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

I. Broking and Distribution

During the year, the average daily turnover was 2,631 billion, up 71% YoY. Brokerage income stood at 10,152 million, up 58% on a YoY basis.

Our distribution segment including AIF, PMS, Mutual Funds, Insurance etc., gained good traction during the year. AIF and PMS AUM stood at 39 billion & 24 billion and increased 23% and 52% respectively on YoY basis. Further, Mutual Fund AUM stood at 108 billion, an increase by 53% on YoY basis. These segments hold immense promise over the long term growth of the business.

II. Investment Banking

This business had shown exemplary performance in FY24, delivering revenues of ~2,245 million driven by consistent mandate wins, coupled with high quality and speedy execution. The investment banking division completed 59 transactions including 20 Initial Public Offers, 14 Qualified Institutional Placements, 19 advisory/private placement transactions along with Buyback, Rights Issue and number of Offer for Sale transactions during the year. The Company has also filed several offer documents for upcoming IPOs and is currently engaged in a number of private equity and other capital market transactions which are in various stages of execution.

IIFL Securities continues to expand the investment banking team to capitalise on opportunities across Equity Capital Market (ECM) and advisory practice.

4. Dividend and Reserves

Dividend Distribution Policy which is available on the website of the Company at https://www.indiainfoline.com/ securities/reports/Dividend Distribution Policy.pdf

The Board of Directors at their meeting held on March 01, 2024, declared an interim dividend of 3 per equity share (i.e. 150% of the face value of 2 per share) in accordance with the Dividend Distribution Policy of the Company. This led to an outgo of 923.11 million. The same is considered as final.

During the year under review, the Company has transferred an amount of 4 million to the General Reserve maintained by the Company.

A detailed disclosure with regard to the IEPF related activities undertaken by our Company during the year under review forms part of the Report on Corporate Governance.

6. Commercial Paper

7. Particulars of loans, guarantees or investments by the Company

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to financial statements forming part of this Integrated Annual Report.

8. Material changes and commitments affecting the financial position of the Company

9. Share Capital

As on March 31, 2024, the issued, subscribed and paid-up equity share capital of the Company stood at 615,733,058 (comprising 307,866,529 equity shares of 2/- each).

During the year under review, the total paid up equity share capital of the Company increased from 611,057,932/- to 615,733,058/- pursuant to allotment of 23,37,563 equity shares of 2/- each under IIFL Securities Limited Employee Stock Option Scheme - 2018 to the eligible employees of the Company and the said equity shares rank pari passu with the existing equity shares from the date of allotment.

Further, the Company neither issued equity shares with differential rights as to dividend, voting or otherwise nor any sweat equity shares during the year..

Employees Stock Option Scheme (ESOS)

During the year under review, the Company had in force the following Employees Stock Option Schemes, prepared in terms of the provisions of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021:

During FY24, the Nomination and Remuneration Committee of the Board of Directors of the Company, pursuant to the IIFL ESOS Scheme-2018, granted 50,00,000 stock options to the identified employees of the Company, each Option being convertible into one Fully Paid-up Equity Share.

As on March 31, 2024, 619350 options lapsed under the IIFL ESOS Scheme -2018 and the same have been added back to the pool and are available for further grant. The aggregate number of stock options outstanding as on March 31,2024 under the IIFL ESOS Scheme - 2018 stood at 11230396. Further, as on March 31, 2024, Nil options lapsed under the ISL Demerger Scheme and the aggregate number of stock options outstanding stood at 12000.

The disclosures relating to ESOPs required to be made under the provisions of the Act and the rules made thereunder and SBEBSE Regulations are provided on the website of the Company at www.iiflsecurities.com and the same is available for inspection by the members at the registered office of the Company. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary at secretarial@iifl.com, whereupon a copy will be provided.

The relevant disclosures in terms of IND AS 102, relating to share-based payment forms part of note 33 of the notes to the Standalone Financial Statements and note 42 of the notes to the Consolidated Financial Statements of the Company

10. Scheme of Arrangement

Considering the base of customers, valuation and market conditions had changed substantially post approval of the Scheme by the Board in December 2022, the Board, in the interest of the Company and its stakeholders, decided to withdraw and re-evaluate the Scheme.

11. Corporate Social Responsibility (CSR)

In accordance with the provisions of Section 135 of the Act and rules made thereunder, our Company has adopted a CSR policy indicating the CSR activities that will be undertaken by the Company and its subsidiaries. The CSR Policy is available on our website at https://www.indiainfoline.com/securities/reports/IIFL Securities_CSR_Policy.pdf

IIIFL Foundation through its CSR initiatives addresses 5 thematic areas - Health, Education & Environment, Livelihood and Poverty Alleviation (HELP).

The details of the initiatives undertaken by the Company forms part of this Integrated Annual Report. The CSR programs undertaken by the Company through IIFL Foundation positively impacted over 4.15 lakh lives, with a special emphasis to empower the marginalised and disadvantaged.

12. Nomination and Remuneration Policy

The Board of Directors, on recommendation of Nomination and Remuneration Committee, have framed the Nomination and Remuneration Policy which provides the criteria for determining qualifications and positive attributes for appointment of Directors, Key Managerial Personnel (KMP) and Senior Management Personnel and recommend their remuneration to the Board of Directors.

The Nomination and Remuneration Policy is attached as Annexure-2 to this Report and is also available on the website of the Company at https://www.indiainfoline. com/securities/reports/IIFL_Securities_Nomination_and_ Remuneration Policy.pdf.

13. Human Resources Management

IIFL Securities recognize that employees are most valuable assets. The Company is dedicated to fostering a workplace environment where every individual can thrive. Through the commitment to quality hiring practices and comprehensive retention and engagement strategies, the Company ensure that the team members are integral contributors to the success of the Company.

IIFL Securities focus on employee development goes beyond professional growth; it extends to nurturing a conducive and healthy workplace culture.

Prevention of Sexual Harassment (POSH)

The Company is committed to promote a work environment that is conducive to the professional growth of its women employees and encourages equality of opportunity. IIFL Securities aims to adopt zero tolerance attitude against any kind of sexual harassment or discrimination. Providing a safe working environment for women, free from sexual harassment and discrimination is among the key priorities of the Company.

In compliance with the provisions ofthe Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has formulated and implemented a Policy on Prevention of Sexual Harassment at Workplace which aims to provide protection against sexual harassment to women at the workplace and prevent and redress complaints of sexual harassment and matters connected therewith and incidental thereto. The said Policy is available on the website of the Company at https://www.indiainfoline.com/ securities/corporate-governance.php.

handling complaints under the said Policy. The Policy includes the scope, complaint and redressal mechanism along with contact details of the Committee members for raising any grievance/complaint under the said Policy. The Company provides for mandatory online training on POSH for all employees, including new joinee.

The details of sexual harassment complaints that were filed, disposed of and pending during the financial year are provided in the Business Responsibility and Sustainability Report forming part of this Integrated Annual Report.

Particulars of employees

The Company had 1486 employees as of March 31,2024.

The disclosures required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure - 3 and forms an integral part of this Report.

Further, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits as set out in the Rule 5(2) and 5(3) of the aforesaid rules, is maintained and 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 aforesaid information is available for inspection by the members. Any member interested in obtaining a copy thereof, may write to the Company Secretary at secretarial@iifl.com.

14. Subsidiary, Associates and Joint Venture Companies

*Wholly-owned subsidiary

15. Financial performance of the major subsidiaries of the Company

The performance in brief of the major subsidiaries companies is given hereunder:

IFSL is engaged into providing office and related infrastructure and facility services catering mainly to group companies and outsiders and allied services. During FY24, the total income and total comprehensive income / (loss) of IFSL stood at 566 million and ( 62) million as compared to 727 million and 263 million in FY23, respectively.

LIBL is registered with Insurance Regulatory Development Authority as Direct Broker for providing insurance broking services. During the FY24, the total income and total comprehensive income of LIBL stood at 1,154 million and 169 million as compared to 714 million and 264 million in FY23, respectively.

LPWSL is mainly into solving healthcare need of customers by leveraging technologies. During FY24, the total income and total comprehensive income/ (loss) of LPWSL stood at 1,433 million and 115 million as compared to 267 million and (104) million in FY23, respectively.

IMSL is mainly into providing property advisory, consultancy and allied services and also into the business of providing office and related infrastructure, Manager to Alternate Investment Funds and facility services catering mainly to the group company. During FY24, the total income and total comprehensive income/(loss) of IMSL stood at 121 million and ( 112) million as compared to 465 million and ( 259) million in FY23, respectively.

V. IIFL Capital Inc.

IIFL Capital Inc. is engaged in the business of Advisor and Financial Services. During FY24, the total income and total comprehensive income of IIFL Capital Inc. stood at 213 million and 13 million as compared to 136 million and 14 million in FY23, respectively.

CONSOLIDATED FINANCIAL STATEMENTS

Our Company has, in accordance with Section 129(3) of the Act, prepared the annual consolidated financial statements, consolidating its financials with its subsidiary companies. The annual audited consolidated financial statements have been prepared in accordance with the relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India.

16. Integrated Annual Report

17. Management Discussion and Analysis Report

In accordance with Regulation 34 of the SEBI Listing Regulations, the Management Discussion and Analysis Report forms part of this Integrated Annual Report.

18. Business Responsibility and Sustainability Report

The Company has voluntarily obtained limited assurance of the BRSR core principles as prescribed by SEBI for FY24. The report of Lodha & Co. on limited assurance is annexed with the BRSR Report forming part of this Integrated Annual Report.

19. Environment Social & Governance (ESG)

Towards this, the Company has an ESG Policy approved by the Board of Directors which provides the role and responsibilities of the Board of Directors/ Board Committees, ESG Committee and the ESG team towards achieving the objectives of being a sustainable organization. The Policy enshrines the ESG focus area for the Company which includes Environment, Corporate Governance, Customers, Employee, Corporate Social Responsibility and Information and Cyber Security Framework. Based on the ESG focus areas, Key Performance Indicators (KPIs) have been identified and quarterly updates are taken from respective stakeholders. The ESG Policy is available on the website of the

Company at https://www.indiainfoline.com/securities/ reports/ESG Policy.pdf

The Company has also framed various policies against the nine principles as per National Guidelines on Responsible Business Conduct (NGRBC). Further, the Company has ESG Risk register in place which helps in identification and management of environmental, social and governance risks.

The Company has integrated ESG Profile on ESG World Platform to enhance visibility and creditability in the realm of sustainability and responsible corporate governance and to foster stakeholder trust. The same can be accessed at here.

20. Directors and Key Managerial Personnel (KMP) Directors

Our Company has a well-diversified Board comprising of Directors from various backgrounds and having broad range of experience, in the areas of finance, accounting, technology, governance, risk management among others. Their combined experience and expertise enables the Company to ensure effective corporate governance on one hand, and to take future-ready business decisions on the other. The Board provides leadership, strategic guidance and discharges its fiduciary duties of safeguarding the interest of the Company and its stakeholders.

The composition of the Board of Directors of the Company is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the SEBI Listing Regulations, with an appropriate combination of Executive, Non-Executive and Independent Directors (including one independent woman director).

Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of

Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs.

The complete list of Directors of the Company has been provided in the Report on Corporate Governance forming part of this Integrated Annual Report.

Changes in the composition of the Board of Directors

Mr. Nemkumar H (DIN: 00350448) was appointed as Additional Director on the Board of the Company w.e.f. October 17, 2023. Further, he was appointed as the Whole-Time Director of the Company for a period of five years w.e.f. October 17, 2023, and the said appointment was approved by the shareholders of the Company through postal ballot on January 06, 2024.

Ms. Rekha Warriar (DIN: 08152356) was re-appointed as Non-Executive Independent Director on the Board of the Company for a second term of five consecutive years w.e.f. May 08, 2024. Further, Mr. Narendra Jain (DIN: 01984467) was re-appointed as a Whole-Time Director and Key Managerial Personnel of the Company for a period of five years w.e.f. May 13, 2024. The said re-appointments were subject to approval of shareholders of the Company and Regulator/Exchange(s), as may be required.

Mr. R. Venkataraman continues to be the Chairman & Non-Executive Director on the Board of the Company. The Board is of the view that the separation of the posts of Chairman and Managing Director is better aligned with good corporate governance standards.

The Board recommends proposal of the above mentioned appointment/re-appointment for the consideration of the Members of the Company at the forthcoming AGM and same has been mentioned in the Notice convening the AGM. A brief profile of Mr. Nemkumar H, Ms. Rekha Warriar and Mr. Narendra Jain has also been provided therein.

Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the Independent Director appointed during the year

During the year there was no new appointment of Independent Director on the Board of the Company.

Retirement by rotation

Changes in Key Managerial Personnels (KMPs)

Mr. Shanker Ramrakhiani - Chief Information Security Officer was identified as a KMP of the Company w.e.f. May 01,2023 pursuant to SEBI Circular SEBI/HO/MIRSD/ MIRSD-PoD-1/P/CIR/2023/24 dated February 06, 2023.

Mr. Nemkumar H (DIN: 00350448) was appointed as Whole-Time Director and KMP of the Company, for a period of five years w.e.f. October 17, 2023.

The tenure of Mr. R. Venkataraman as a Managing Director and KMP of the Company expired on May 14, 2024. Consequently, Mr. Nemkumar H was appointed as Managing Director and KMP w.e.f. May 15, 2024.

As on the date of this report Mr. Nemkumar H - Managing Director, Mr. Narendra Jain - Whole-Time Director, Mr. Ronak Gandhi- Chief Financial Officer, Ms. Meghal Shah- Company Secretary & Compliance Officer and Mr. Shanker Ramrakhiani - Chief Information Security Officer are KMPs of the Company in terms of the provisions of the Act and rules made thereunder and the SEBI Listing Regulations..

21. Meetings of Board/Committee

The Board met 7 times during the year under review and have accepted all recommendations made to it by various Committees.

The details of the number of meetings of the Board held during the FY24 and the attendance of Directors thereat forms part of the Report on Corporate Governance forming part of this Integrated Annual Report.

22. Committee of the Board

The Board of Directors as on March 31, 2024 had the following Committees:

a) Audit Committee

b) Nomination and Remuneration Committee

d) Corporate Social Responsibility Committee

e) Risk Management Committee

f) Finance Committee

h) ESG Committee

i) Information Technology Committee

j) Cyber Security Committee

The details of the Committees of the Board along with their composition, number of meetings held and attendance thereat are provided in the Report on Corporate Governance forming part of this Integrated Annual Report.

23. Risk management

Risk governance structure and key roles & responsibilities

A strong risk governance structure can help ensure that an organization is able to identify, assess, and respond to risk effectively. The structure is also intended to provide an effective system of checks and balances to ensure that the risk management practices are in compliance with the regulations and industry standards.

Role of Board of Directors: The Board of Directors is responsible for monitoring and overseeing the implementation of the risk management policy and practices.

Role of Risk Management Committee (RMC):

RMC is responsible for formulation of the detailed risk management policy. It ensures that appropriate methodology, processes and systems are in place to monitor and evaluate risk associated with the business of the Company. It monitors and oversees implementation of the risk management policy, including evaluating the adequacy of risk management systems. The appointment, removal, and terms of remuneration of the Chief Risk Officer is subject to review by RMC. The details of

composition and meetings of RMC is covered under the Corporate Governance Report forming part of this Report.

Role of Chief Risk Officer (CRO): CRO is responsible for the overseeing the risk management activities. CRO periodically reviews the ERM Policy, monitors and oversees its implementation, process for systematic identification and assessment of all the risks and update RMC on the risks identified and the assessment and mitigation controls relating thereto. CRO conducts internal meetings with the Risk Owners/Functional Heads on ERM initiative and updates the management on the progress/status of the same on a quarterly basis.

Role of Risk Management Department: The Risk Management Department is responsible for development and maintenance of overall risk management infrastructure. It facilitates implementation of the ERM policy and collates and reviews risk assessment prepared by the CRO/Functional heads. It also maintains and update the risk register and creates awareness on the risk management process/ practices for the identified stakeholders periodically. Further, it reports risk and risk management measures to RMC. The Risk Management Department is responsible for ensuring compliance with regulations and continuously improving the risk management process.

Role of Risk Owners and Functional Heads: Each Risk owner/Functional head is responsible for their respective risk i.e., risk identification, mitigation, implementation of the controls and any other matter relating thereto and update the Risk Management Department on the same. Further, Risk owner/Functional Head prepares a Risk Report advising on the results and residual risks and recommending further action.

Incident Management

The Company has a process to track and monitor the incidents occurred which covers its root cause analysis, and taking corrective and preventive measures thereon, thereby helping the Company to have a control over repetitiveness of the incidents. The Incident Report is also presented before the Risk Management Committee for its review.

24. Qualified Stock Brokers (QSBs)

IIFL Securities has been designated as a QSB during FY24 in terms of various SEBI circulars issued in this regard, thereby entailing enhanced responsibilities, adherence to regulatory standard and upholding investor trust.

25. Annual evaluation of the Board

Our Company believes that the process of performance evaluation at the Board level is pivotal to its Board engagement and effectiveness. The Company has a Performance Evaluation Policy duly approved by the Nomination and Remuneration Committee specifying the criteria and process for effective evaluation of Board, its Committees and individual Directors pursuant to the provisions of the Act and Regulation 17 and Part D of Schedule II to the SEBI Listing Regulations. The details of the Board evaluation criteria and process are provided in the Report on Corporate Governance forming part of this Integrated Annual Report.

26. Internal financial controls

Our Company has maintained adequate internal financial controls over financial reporting, which are constantly assessed and strengthened with new/ revised standard operating procedures. The internal financial controls procedure adopted by the Company are adequate for safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial information. Such internal financial controls over financial reporting were operating effectively during the year.

27. Quality initiatives and process improvements

Our Company continues to sustain its commitment to the highest levels of quality, superior service management, robust information security practices and mature business continuity management. Our Company successfully completed ISO 27001:2013 (ISMS) Surveillance audit with no non-conformities.

The Company has sustained compliance with respect to various applicable laws and regulations in terms of technology, business continuity management and information and cyber security from various Regulators.

The technology used in the Company comprises industry standard business applications and robust IT infrastructure. These capabilities are used to manage business operations, are scalable, improve overall productivity & efficiency, and provide seamless and world class experience to the customers.

Further, the Company has strengthened its information and cyber security mechanisms and other risk measures to mitigate potential threats, risks and challenges. The Company has cyber insurance cover to protect from financial losses.

Our Company has enhanced cyber security program by implementing latest tools and technologies at various layers. This has helped Company to mitigate risk of latest security threats.

The Company believes in skill development, hence various e-learning modules on technology and other business areas have been enabled for employees through online training.

28. Contracts and arrangements with Related Parties

The Audit Committee approves all the RPTs in compliance with the provisions of the Act and SEBI Listing Regulations. Omnibus approval is obtained on a yearly basis for transactions which are repetitive in nature. The details of all RPTs are placed before the Audit Committee for review and noting on a quarterly basis.

During FY24, the Company has entered into material contract/arrangement/transaction with related parties within the maximum limit approved by the Members of the Company. As there is no outstanding balance as at March 31, 2024, the disclosure in Form AOC-2 as prescribed under the Act has not been made. You may refer to note no. 36 and note no. 43 to the Standalone Financial Statements and Consolidated Financial Statements respectively, for the related party disclosures.

The Company has also engaged an independent Chartered Accountant firm for reviewing and confirming that the related party transactions entered into by the Company are in compliance with the provisions of the Act and Rules made thereunder and the SEBI Listing Regulations and a certificate to that effect is placed before the Audit Committee on quarterly basis.

29. Statutory Auditors and their Report

Pursuant to the provisions of Section 139 of the Act, read with the Companies (Audit and Auditors) Rules, 2014, M/s V Sankar Aiyar & Co., Chartered Accountants, Mumbai (Firm Registration Number: 109208W), were appointed as the Statutory Auditors of the Company for a second term of five years, from the conclusion of the 27^th AGM till the 32^nd AGM of the Company, at such remuneration as mutually agreed and approved by the Board.

During the year, the Statutory Auditors have confirmed that they satisfy the independence criteria required under the Act and the Code of Ethics issued by the Institute of Chartered Accountants of India.

30. Secretarial Audit and their Report

Pursuant to the provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s Nilesh Shah and Associates, Company Secretaries in Practice for conducting the Secretarial Audit for FY24. The Secretarial Audit Report of the Company is annexed as Annexure - 4. The Secretarial Auditor has not expressed any qualification, reservation, adverse remark in their Secretarial Audit Report for the year under review. The Secretarial Auditor has mentioned the following events in their Report.

a) In the matter of various inspections conducted during 2011-2014 and 2015-2017, pursuant to SEBI circular no. SMD/SED/CIR/93/23321 dated November 18, 1993, it was held by the Whole Time Member of SEBI vide its order dated 19^th June, 2023 that the Company has violated provisions of Clauses A(1), A(2) and A(5) of Code of Conduct as specified under Schedule II read with Regulation 9(f) of the Securities and Exchange Board of India (Stock Brokers) Regulations, 1992 and prohibited the Company from onboarding new clients for two years in respect of its business as stock broker.

b) During the FY 24, two designated persons of the Company had entered into contra trade in the securities of the Company in violation to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015.

Management response:

In respect of the present matter, the Company filed an Appeal before the Securities Appellate on June 20, 2023. The matter was posted for hearing on interim relief on June 27, 2023 wherein the SAT granted a stay for the operation of the order dated June 19, 2023 till the disposal of the Appeal and tagged all the 3 pending matters together for disposal. SAT vide order dated 07^th December, 2023, set aside the order of Whole Time Member of SEBI restraining the Company from on boarding new clients and also the penalty of 2 Crores as levied by Adjudicating Officer was reduced to 20 lakhs. The Company has complied with the aforesaid Order. In furtherance to the above, SEBI had preferred an appeal against the said SAT Order before the Supreme Court and the same is pending.

b) The Company conducts periodic webinars for creating awareness on the compliances under Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. Also, the Company has a mandatory compliance module on compliances under the said Regulation for all the employees.

With regard to the contra trade, it may be noted that the same were executed by the employees inadvertently. On becoming aware of the same the Compliance Officer issued Warning Letter to the concerned employees. Further, Audit Committee directed that the profit earned and the penalty imposed on the respective employee be disgorged in the IPEF. The same has been complied.

Further, pursuant to Regulation 24A of the SEBI Listing Regulations, the Secretarial Audit Report of material unlisted subsidiary of the Company i.e. IIFL Facilities Services Limited for FY24 is annexed as Annexure- 5.

31. Maintenance of cost records

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

32. Reporting of frauds by Auditors

During FY24, the Statutory Auditors of the Company have not reported any instances of fraud committed in

the Company, by its Officers or Employees, to the Audit Committee under Section 143(12) of the Act read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

33. Annual return

34. Significant and material order passed by the Regulators or Court or Tribunals

There were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going-concern status of the Company and its future operations.

a) Energy conservation

As the Company is engaged in providing financial services, the information relating to conservation of energy, as required under Section 134 (3) (m) of the Act read with Rule 8 of the Companies (Accounts) Rules 2014, is not required to be given. However, initiatives taken by the Company towards energy management are provided in the Business Responsibility and Sustainability Report forming part of this Integrated Annual Report.

b) Technology absorption

c) Foreign exchange earnings and outgo

36. Whistle Blower Policy/Vigil Mechanism

37. Corporate Governance

In compliance with Section 134(5) of the Act, the Board of Directors of our Company, to the best of their knowledge and ability, confirm that:

a) in the preparation of the Annual Accounts for the year ended March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31,2024 and of the profit of the Company for the year ended on that date;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors ensured the annual accounts are prepared 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 operating effectively; and

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

39. Other disclosures

As no application has been made under the Insolvency and Bankruptcy Code, the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

The requirement to disclose the details of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is not applicable.

The Company has not accepted /renewed any deposits within the meaning of Section 73 of the Act and the rules made thereunder and, as such, no amount of principal or interest was outstanding, as on the Balance Sheet date.

40. Appreciation

The Company wish to place on record deep appreciation, for the contribution made by the employees at all levels for their hard work, commitment and dedication towards the Company. Their enthusiasm and untiring efforts have enabled the Company to scale new heights.