Your Directors are pleased to present the 17^th Annual Report on the affairs of the Company together with the
audited financial statements for the Financial Year ended March 31, 2026.

FINANCIAL HIGHLIGHTS

The key highlights of the audited standalone financial statements of the Company for the Financial Year ended
March 31, 2026 and comparison with the previous Financial Year ended March 31, 2025 are summarised below:

FINANCIAL PERFORMANCE AND COMPANY’S
STATE OF AFFAIRS

The financial highlights tabulated above are based
on the requirement of the Reserve Bank of India
("RBI”) Master Direction - Reserve Bank of India (Non¬
Banking Financial Companies - Financial Statements:
Presentation and Disclosures) Directions, 2025, the
circulars, directions, notifications issued by the RBI
from time to time ("RBI Directions”) and provisions of
the Companies Act, 2013 (the "Act”) read with rules
made thereunder. For details of Reserves and Surplus
of the Company, please refer Note 22 of the audited
standalone financial statements of the Company for
the Financial Year ended March 31, 2026.

Details on performance of the Company has also
been covered in the Management Discussion and

Analysis Report which forms part of the Annual
Report.

DIVIDEND AND DIVIDEND DISTRIBUTION POLICY

The Dividend Distribution Policy of the Company
approved by the Board of Directors is in line
with the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations”)
and Reserve Bank of India (Non-Banking Financial
Companies-Prudential Norms on Declaration of
Dividends) Directions, 2025. Details of the Dividend
Distribution Policy have been provided in the
Corporate Governance Report which is annexed to
and forms an integral part of this Board’s Report
and is also available on the website of the Company.

Please refer to the section, 'Policy Compendium' for
accessing the policy.

In consideration of the Company's strategic business
plans and growth initiatives for the ensuing years,
coupled with the absence of sufficient retained
earnings available for distribution, the Board of
Directors has deemed it prudent not to recommend
any dividend for the Financial Year under review.

ACCOUNTING METHODS

The financial statements of the Company have been
prepared in accordance with the Indian Accounting
Standards (“Ind AS”) notified under Section 133 of
the Act read with the Companies (Indian Accounting
Standards) Rules, 2015 as amended from time to
time.

In terms of Section 129 of the Act read with rules
framed thereunder, audited consolidated financial
statements of the Company and its subsidiaries shall
be laid before the ensuing Annual General Meeting
of the Company along with the audited standalone
financial statements of the Company for the Financial
Year ended March 31, 2026.

The audited standalone and consolidated financial
statements together with Auditor's Report(s)
thereon along with the salient features of the financial
statements of the subsidiaries of the Company in the
prescribed Form AOC - 1 forms part of the Annual
Report and are also available on the website of
the Company athttps://www.indostarcapital.com/
investors-corner#investor-relations.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

In terms of Section 186(11) of the Act read with
Companies (Meetings of Board and its Powers) Rules,
2014, the provisions of Section 186 in respect of loans
made, guarantees given or securities provided are
not applicable to the Company.

Further, pursuant to the provisions of Section 186(4)
of the Act, the details of investments made by the
Company are given in the Note 6 of the audited
standalone financial statements.

SUBSIDIARY COMPANIES & THEIR FINANCIAL
PERFORMANCE

As on March 31, 2026, the Company has 1 (One)
wholly-owned subsidiary company namely, IndoStar
Asset Advisory Private Limited (“IAAPL”). The
Company does not have any joint venture(s) /
associate company(ies) within the meaning of
Section 2(6) of the Act.

During the year under review, there was no change in
the nature of business or structure of the Company's
subsidiaries, except that Niwas Housing Finance
Limited (“NHFL”) ceased to be a subsidiary of the
Company with effect from July 17, 2025 pursuant
to the sale of the Company's shareholding in NHFL
to WITKOPEEND B.V., an affiliate of BPEA EQT Mid¬
Market Growth Partnership.

Pursuant to the necessary approvals being received,
the Company sold 45,00,00,000 (Forty Five
Crores) equity shares of ' 10 (Rupees Ten Only)
each held by it in NHFL (i.e. 100% of shareholding”)
to WITKOPEEND B.V. at a consideration of ' 37.91
(Rupees Thirty Seven and Ninety One Paisa Only)
per share and accordingly, NHFL ceased to be the
subsidiary of the Company with effect from July 17,
2025.

The audited standalone financial statement of the
IndoStar Asset Advisory Private Limited, wholly
owned subsidiary company is available on the website
of the Company athttps://www.indostarcapital.com/
investors-corner.

The Company's policy for determination of material
subsidiary, as adopted by the Board of Directors,
is in conformity with Regulation 16 of the SEBI
Listing Regulations and is available on the website
of the Company. Please refer to the section, 'Policy
Compendium' for accessing the policy. As on March
31, 2026, the Company had no material subsidiary
as defined under Regulation 16 of the SEBI Listing
Regulations. NHFL ceased to be a material subsidiary
of the Company pursuant to the divestment with
effect from July 17, 2025.

Pursuant to the requirements of the SEBI Listing
Regulations, the Audit Committee reviewed the
financial statements of the subsidiary company, the
investments made by the subsidiary company, and
details of significant transactions and arrangements
entered into by the subsidiary company.

The minutes of the meetings of the Board of Directors
of the unlisted subsidiary company were periodically
placed before the Board of Directors of the Company
for their review and noting.

IndoStar Asset Advisory Private Ltd (“IAAPL”)

IAAPL is enabled under its objects to carry on the
business of inter-alia advising, managing, providing
investment advisory services, financial advisory
services, management and facilitation services. IAAPL
acted as the Investment Manager to IndoStar Credit

Fund and IndoStar Recurring Return Credit Fund, both
of which were registered as Category II Alternative
Investment Funds (“AIFs”) with the Securities and
Exchange Board of India (“SEBI”). During the year
under review, IAAPL was under process for surrender
the registrations of the aforesaid AIFs. However, SEBI
vide its order dated May 22, 2026, cancelled the
registration of IndoStar Credit Fund and IndoStar
Recurring Return Credit Fund under Section 12(1) of
the Securities and Exchange of India Act, 1992 read
with Regulation 30A of the SEBI (Intermediaries)
Regulations, 2008 and SEBI (Alternative Investment
Funds) Regulations, 2012.

During the year under review, the total income of
IAAPL was ' 22.82 lakhs (previous year: ' 24.33 lakhs)
and the Profit after tax was ' 15.68 lakhs (previous
year: profit after tax was ' 16.52 lakhs).

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

In terms of the SEBI Listing Regulations and the
Reserve Bank of India (Non-Banking Financial
Companies - Financial Statements: Presentation
and Disclosures) Directions, 2025, the Management
Discussion and Analysis Report for the year under
review is presented in a separate section forming
part of the Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT (“BRSR”)

Pursuant to Regulation 34 of the SEBI Listing
Regulations, detailed BRSR report in the format as
prescribed by Securities and Exchange Board of
India (“SEBI”), describing various initiatives taken
by the Company towards the environmental, social
and governance aspects is annexed as a part of this
Board Report and is also available on the website of
the Company athttps://www.indostarcapital.com/
investors-corner#investor-relations.

REPORT ON CORPORATE GOVERNANCE

The Corporate Governance Report including
disclosures as stipulated under Regulation 34 read
with Schedule V of the SEBI Listing Regulations and
the Reserve Bank of India (Non-Banking Financial
Companies - Governance) Directions, 2025 (“RBI
Governance Directions”) is annexed to and forms an
integral part of this Board's Report.

The Managing Director & Executive Vice Chairman
and the Chief Financial Officer have certified

the Board of Directors in relation to the financial
statements and other matters as specified in the SEBI
Listing Regulations.

A certificate from M/s. Mehta & Mehta, Company
Secretaries, with respect to compliance with the
conditions of Corporate Governance as prescribed
under the SEBI Listing Regulations is annexed to the
Corporate Governance Report.

SHARE CAPITAL
Authorised Share Capital

The Authorised Share Capital of the Company stood
at ' 200,00,00,000 (Rupees Two Hundred Crores
Only) divided into (a) 18,75,00,000 (Eighteen Crores
Seventy Five Lakhs) Equity Shares of ' 10 (Rupees Ten
only) each, amounting to ' 187,50,00,000 (Rupees
One Hundred Eighty Seven Crores Fifty Lakhs only);
and (b) 1,25,00,000 (One Crore Twenty Five Lakhs)
preference shares of ' 10 (Rupees Ten only) each,
amounting to 12,50,00,000 (Rupees Twelve Crores
Fifty Lakhs Only).

Issued, Subscribed and Paid-up Share Capital

As on March 31, 2026, the issued, subscribed and
paid-up share capital of the Company stood at
' 1,61,53,72,660 (Rupees One Hundred Sixty One
Crores Fifty Three Lakhs Seventy Two Thousand
Six Hundred Sixty Only) divided into 16,15,37,266
(Sixteen Crores Fifteen Lakhs Thirty Seven Thousand
Two Hundred Sixty Six) Equity Shares of ' 10 (Rupees
Ten Only) each.

Issue and allotment of Employee Stock Option Plan
(“ESOP”)

During the year under review, the Company issued
and allotted 6,20,931 Equity Shares to its eligible
employees under the Company's Employees' Stock
Option Plan 2016, 2017 and 2018 and details are as
follows:

The Equity Shares issued under the Employees' Stock
Option Scheme ranks pari-passu with the existing
Equity Shares of the Company.

Allotment of convertible warrants

During the year under review, the Company allotted
1,08,69,565 (One Crore Eight Lakhs Sixty Nine
Thousand Five Hundred Sixty Five) Equity Shares
to Florintree Tecserv LLP ("Florintree”), a Non¬
Promoter Entity and 1,39,49,323 (One Crore Thirty
Nine Lakhs Forty Nine Thousand Three Hundred
Twenty Three) equity shares to BCP V Multiple
Holdings Pte Ltd. ("BCP V”), a Promoter Entity
pursuant to the conversion of warrants on receipt of
the balance consideration from Florintree and BCP V
by the Company.

The Equity Shares allotted upon conversion of
warrants ranks pari-passu with the existing Equity
Shares of the Company.

Utilisation of funds raised through issue of
convertible warrants

The total funds raised through issue of convertible
warrants as stated above were utilised and deployed
in accordance with the objects stated in the Letter of
Offer issued by the Company.

As on March 31, 2026, there were no unutilised funds
lying in the account of the Company.

DEPOSITS

The Company has not accepted any public deposits
during the year under review and shall not accept
any deposits from the public without obtaining prior
approval of the RBI. Further, the Company being a
NBFC, the disclosure requirements under Chapter V
of the Act read with Rule 8(5)(v) and 8(5)(vi) of the
Companies (Accounts) Rules, 2014 are not applicable
to the Company.

RESOURCES AND LIQUIDITY

The Company has diversified funding sources
including public and private sector banks, mutual
funds, insurance companies, corporates and financial
institutions. Funds are raised through various modes
including short term and long term bank borrowings,
issuance of non-convertible debentures on private
placement basis, issue of commercial papers, and
sale / assignment / securitisation of loan assets of
the Company etc.

During the year under review, the Company
continued with its diverse methods of sourcing funds
including borrowing through Secured Debentures,

Term Loans and Commercial Papers and maintained
a prudent Asset Liability profile throughout the
year. Leveraging its long-standing relationships with
lenders, investors and intermediaries, the Company
effectively managed its cost of funds despite the
challenging liquidity and interest rate environment.
The Company sourced long-term debentures and
loans from banks and other institutions at competitive
interest rates without compromising the right mix of
long and short-term borrowings, thereby maintaining
a healthy asset liability position. The Company
continues to expand its borrowing profile by tapping
into new lenders.

The Company continued to receive support for
its debt market issuances from banks, mutual
funds, corporates, insurance companies and other
financial institutions through subscription of
Commercial Papers ("CPs”) and Non-Convertible
Debentures ("NCDs”). The Company maintained
strong relationship with all the lending partners, who
supported the borrowing plan for the Financial Year
2025-26.

Non-Convertible Debentures

During the year under review, the Company raised an
aggregate amount of ' 1,15,000 lakhs through private
placement of NCDs (previous year: ' 1,15,559 lakhs,
comprising ' 89,000 lakhs through private placement
and ' 26,559 lakhs through a public issue of NCDs).

As specified in the respective offer documents, the
funds raised from issuance of NCDs were utilised
for onward lending to customers of the Company.
Further, the details of the end-use of funds were
furnished to the Audit Committee on a quarterly
basis. The NCDs are listed on the Wholesale Debt
Market Segment of BSE Limited and National Stock
Exchange of India Limited

Commercial Paper

During the year under review, the Company issued
CP (face value) of ' 64,000 lakhs (previous year:
' 1,32,000 lakhs). CPs constituted approximately 4%
of the outstanding borrowings as at March 31, 2026.

Bank Borrowings (Term Loans)

During the year under review, the Company had
borrowed an aggregate of ' 1,09,789 lakhs (previous
year: ' 1,86,500 lakhs) through borrowings from
banks and financial institutions with an outstanding of
' 1,85,817 lakhs as on March 31, 2026 which constitutes
35% of the outstanding borrowings of the Company.

The Company continues to be adequately capitalised
and is in compliance with capital adequacy norms
prescribed by the RBI. The Company has sufficient
liquidity to satisfy its short-term and long-term
liabilities.

CREDIT RATING(S)

Credit Ratings assigned to the Company as on March
31, 2026 is summarised below:

During the year under review, both CARE Ratings
Limited and Crisil Ratings Limited reaffirmed the
credit ratings as earlier assigned to the long-term /
short-term debt programmes of the Company

DEBT EQUITY RATIO

The Company’s Debt Equity ratio as on March 31,
2026 stood at 1.45 times.

CAPITAL ADEQUACY RATIO

The Company is well capitalised to provide adequate
capital for its continued growth. As on March 31,
2026, the Capital to Risk Assets Ratio ("CRAR”) of the
Company stood at 36.07% well above the regulatory
limit of 15% as prescribed by the RBI for NBFCs.

NET OWNED FUNDS

The Net Owned Funds of the Company as on March
31, 2026 stood at ' 2,95,261.36 lakhs (previous year:
' 2,29,964.83 lakhs).

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company comprises
8 (Eight) Directors of which 3 (Three) are Non¬
Executive Independent Directors, of whom 2 (Two)
are Woman Director, 4 (Four) are Non-Executive Non¬
Independent Directors and 1 (One) is an Executive
Director. The Chairperson of the Board of Directors
is a Non-Executive Independent Director. The Board
composition is in compliance with the requirements
of the Act, SEBI Listing Regulations and the RBI
Governance Directions. Detailed composition of
the Board of Directors of the Company has been
provided in the Corporate Governance Report, which
is annexed to and forms an integral part of this
Board’s Report.

All appointments of Directors are made in accordance
with the relevant provisions of the Act, SEBI Listing
Regulations, RBI Governance Directions and other
laws, rules, guidelines as may be applicable to
the Company. The Nomination and Remuneration
Committee ("NRC”) exercises due diligence inter-alia
to ascertain the 'fit and proper’ status of person who
is proposed to be appointed on the Board of Directors
of the Company, and if deemed fit, recommends
their candidature to the Board of Directors for
consideration.

Appointment and Cessation:

During the year under review, based on the
recommendation of the Nomination and
Remuneration Committee, the Board of Directors
had approved the appointment of Ms. Sujatha
Mohan (DIN: 10743626) as an Additional Director
(Non-Executive Independent Directors), effective
from April 21, 2025, for a period of five consecutive
years subject to approval of the Shareholders of the
Company. The Shareholders of the Company, by way
of a special resolution passed through Postal Ballot
on May 24, 2025, approved the appointment of
Ms. Sujatha Mohan (DIN: 10743626) as an Independent
Director of the Company for the above-mentioned
tenure.

During the year under review, Mr. Karthikeyan
Srinivasan (DIN: 10056556) Whole-Time Director &
Chief Executive Officer, resigned from the Board of
Directors of the Company with effect from May 11,
2025 and Mr. Randhir Singh (DIN: 05353131) was re¬
designated and appointed as Managing Director &

Executive Vice Chairman of the Company, not liable
to retire by rotation, with effect from May 11, 2025.

The Board of Directors places on record its sincere
appreciation for the immense contribution and
valuable services rendered by Mr. Karthikeyan
Srinivasan (DIN: 10056556), during his tenure as
Director of the Company.

During the year under review, Mr. Dhanpal Jhaveri,
(DIN: 02018124) Non-Executive Non-Independent
Director, resigned from the Board of Directors of the
Company with effect from August 28, 2025. The Board
of Directors places on record his sincere appreciation
for the valuable contribution and guidance provided
by Mr. Dhanpal Jhaveri, (DIN: 02018124), during his
tenure as Director of the Company.

Subsequent to resignation of Mr. Dhanpal Jhaveri
and upon nomination by Indostar Capital, Promoter
of the Company, in terms of the shareholder’s
agreement dated January 31, 2020 executed among
the Company, BCP V Multiple Holdings Pte Ltd.
and Indostar Capital, the Board of Directors upon
recommendation of Nomination and Remuneration
Committee, approved appointment of Mr. Vishal
Omprakash Goenka (DIN: 10084887) as an Additional
Director (Non-Executive Non-Independent Director)
with effect from August 28, 2025. Subsequently,
pursuant to the notice received under Section 160 of
the Act, proposing his candidature for directorship,
the shareholders approved the appointment of
Mr. Vishal Omprakash Goenka (DIN: 10084887)
as a Non-Executive Non-Independent Director of
the Company, liable to retire by rotation, at the 16^th
Annual General Meeting held on September 25, 2025.

Director(s) Retiring by Rotation

In terms of Section 152(6) of the Act read with the
Articles of Association of the Company, Mr. Aditya
Hemant Joshi (DIN: 08684627), Non-Executive
Non-Independent Director of the Company, retires
by rotation and being eligible, offers himself for
re-appointment at the ensuing Annual General
Meeting of the Company. The information required
to be disclosed under Regulation 36(3) of the SEBI
Listing Regulations and Secretarial Standards on
General Meeting issued by the Institute of Company
Secretaries of India, in case of re-appointment of
Mr. Aditya Hemant Joshi is provided in the AGM
Notice.

Re-appointment of Independent Directors

None of the Independent Director(s) on the Board of
Directors of the Company is due for re-appointment.

Resignation of Independent Director(s)

During the year under review, none of the Independent
Director(s) on the Board of the Company had resigned
before the expiry of their respective tenure(s).

Director(s) Declaration and Disclosures

Based on the declarations and confirmations received
in terms of the provisions of the Act, the SEBI Listing
Regulations and the RBI Governance Directions none
of the Directors on the Board of the Company are
disqualified from being appointed or continuing as
Directors.

A certificate from M/s. Mehta & Mehta, Company
Secretaries, confirming that none of the Directors on
the Board of the Company as on March 31, 2026 have
been debarred or disqualified from being appointed
or continuing as Director on the Board of the Company
by SEBI, the Ministry of Corporate Affairs or any
such statutory authority, forms part of the Corporate
Governance Report which is annexed to and forms
an integral part of this Board’s Report. Further, all the
Directors meet the fit and proper criteria stipulated
under the RBI Governance Directions, as amended
from time to time.

Declaration by Independent Directors

All Independent Directors have submitted the
declaration of independence, pursuant to the
provisions of Section 149(7) of the Act and Regulation
25(8) of the SEBI Listing Regulations, stating that
they meet the criteria of independence as provided
in Section 149(6) of the Act and Regulation 16(1)(b)
of the SEBI Listing Regulations.

Key Managerial Personnels (“KMPs”)

During the year under review, Mr. Karthikeyan
Srinivasan resigned from the designation of Chief
Executive Officer and Whole-Time Director and
Mr. Randhir Singh was re-designated and appointed
as Managing Director designated as Executive Vice
Chairman of the Company with effect from May 11,
2025.

The following are the KMPs of the Company as on
March 31, 2026:

MEETINGS

The Board of Directors and Committees meet
at regular intervals inter-alia to discuss, review
and consider various matters including business
performance, strategies, policies and regulatory
updates and impact. During the year under review,
the Board of Directors met 8 (Eight) times. Further,
the details with respect to the meetings of the Board
of Directors and Committees held during the year
under review, including attendance by Directors
/ Members at such meetings are provided in the
Corporate Governance Report which is annexed to
and forms an integral part of this Board’s Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

In terms of provisions of Section 118 of the Act, the
Company is in compliance with Secretarial Standards
on Meetings of the Board of Directors ("SS-1”) and
Secretarial Standards on General Meeting ("SS-2”)
issued by the Institute of Company Secretaries of
India except as stated in the Board’s Report under
section "Secretarial Auditors & their Report” along
with the management responses. The Company is
committed to strengthening its processes to ensure
continued compliance.

BOARD COMMITTEES

In compliance with the requirements of various
laws applicable to the Company, as part of good
corporate governance practices and for operational
convenience, the Board of Directors has constituted
several committees to deal with specific matters and
delegated powers for different functional areas to
different committees.

Detailed note on the composition of the Board of
Directors and its committees, including its terms
of reference and meetings held are provided in the
Corporate Governance Report. The composition and
terms of reference of the Committees of the Board of
the Company is in line with the provisions of the Act,
the SEBI Listing Regulations and all applicable RBI
Directions including RBI Governance Directions.

PERFORMANCE EVALUATION

In terms of the provisions of the Act and the SEBI
Listing Regulations, the Board of Directors adopted
a Board Performance Evaluation Policy to set out
a formal mechanism for evaluating performance of
the Board, that of its committee(s) and individual
Directors including the Chairperson. Additionally,
in order to outline detailed process and criteria
to be considered for performance evaluation, the
Nomination and Remuneration Committee ("NRC”)
has put in place the 'Performance Evaluation

Process - Board, Committees and Directors’, which
forms an integral part of the Board Performance
Evaluation Policy. The questionnaires for performance
evaluation are comprehensive and in alignment with
the guidance note on Board evaluation issued by
the SEBI, vide its circular no. SEBI/HO/CFD/CMD/
CIR/P/2017/004 dated January 05, 2017 and are in
line with the criteria and methodology of performance
evaluation approved by the NRC.

In terms of the requirement of Schedule IV of the Act
and Regulation 25 of the SEBI Listing Regulations, a
separate meeting of an Independent Directors was
held on March 23, 2026 to review the performance of
the Board of Directors, Non-Independent Directors,
Board Committees, Individual Directors and the
Chairperson.

A statement indicating the manner in which formal
evaluation of the performance of the Board of
Directors, Committee(s) of the Board, individual
Directors including the Chairperson during the year
under review was carried out, is provided in the
Corporate Governance Report which is annexed to
and forms an integral part of this Board’s Report.

The evaluation was conducted through internal
assessment on a secured online portal whereby the
evaluators can submit their ratings and qualitative
feedback through a structured and separate rating-
based questionnaire for each of the evaluations,
details of which is accessible only to the NRC
Chairperson. Further, the results and outcome
are evaluated, deliberated upon and noted by
the Independent Directors, the Nomination and
Remuneration Committee and the Board at their
respective meetings.

All the Directors of the Company participated in
the evaluation process. The Board of Directors of
the Company was satisfied with the functioning of
the Board of Directors and its Committees. The
Committees are functioning well and besides covering
the Committees’ terms of reference, as mandated by
applicable laws, important issues were brought up
and discussed in the Committee meetings. The Board
of Directors was also satisfied with the contribution
of Directors in their individual capacities. The Board
of Directors has full faith in the Chairperson leading
the Board effectively and ensuring participation and
contribution from all the Directors.

FAMILIARISATION PROGRAMME FORINDEPENDENT DIRECTORS

In compliance with the requirements of the SEBI
Listing Regulations, the Company has adopted
and put in place a Familiarisation Programme for
Independent Directors to familiarise Independent

Directors inter-alia with the industry in which the
Company and its subsidiary operate, the Company’s
business model and its operations in order to give
them an insight into the Company’s business and
its functioning. A formal letter of appointment
is given to Independent Directors at the time of
their appointment which lays down the fiduciary
duties, roles and responsibilities of an Independent
Director. The terms and conditions of appointment
of Independent Directors is available on the website
of the Company. Please refer to the section, 'Policy
Compendium’ for accessing the policy.

In terms of Regulation 46 of the SEBI Listing
Regulations, the details of familiarisation programmes
imparted to the Independent Directors during the
year under review including details of number of
programmes and number of hours spent by each
Independent Director are available on the website
of the Company. Please refer to the section, 'Policy
Compendium’ for accessing the policy.

POLICY ON APPOINTMENT OF DIRECTORS AND
SENIOR MANAGEMENT PERSONNEL

In terms of Section 178(2) of the Act, the SEBI Listing
Regulations and the RBI Governance Directions, the
Board of Directors adopted a 'Policy on Selection
Criteria / "Fit and Proper” Person Criteria’ inter-
alia setting out parameters to be considered for
appointment of Directors and Senior Management
Personnel of the Company.

Details of the Policy on Selection Criteria / "Fit and
Proper” Person Criteria have been provided in the
Corporate Governance Report which is annexed to
and forms an integral part of this Board’s Report
and is also available on the website of the Company.
Please refer to the section, 'Policy Compendium’ for
accessing the policy.

REMUNERATION POLICY, DISCLOSURE OF
REMUNERATION & PARTICULARS OF EMPLOYEESRemuneration Policy

The Company has also adopted the Policy on
Remuneration of Directors, Key Managerial
Personnel, Senior Management and other Employees
of the Company in accordance with the provisions of
Section 178(4) of the Act, RBI Governance Directions
notified by the RBI and SEBI Listing Regulations.

During the year under review, the Policy on
Remuneration of Directors of the Company was
amended to, inter-alia, align with existing Statutory
provisions. Details of the Remuneration Policy have
been provided in the Corporate Governance Report
which is annexed to and forms an integral part of
this Board’s Report. The Remuneration Policy is also
available on the website of the Company. Please refer
to the section, 'Policy Compendium’ for accessing
the policy.

Employee Remuneration

In terms of Section 197 of the Act read with Rule 5(1)
of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the disclosures
with respect to the remuneration of Directors, Key
Managerial Personnel and employees of the Company
is enclosed as Annexure I to the Board’s Report.

In terms of Section 136 of the Act, the Report
and accounts are being sent to the Members and
others entitled thereto, excluding the information
on employees’ particulars as required pursuant to
provisions of Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014. The said information is
available for inspection by the Shareholders on
request and may write to the Company at investor.
relations@indostarcapital.com.

The Board of Directors confirm that remuneration
paid to the Directors was as per the Remuneration
Policy of the Company.

Details of remuneration paid to the directors of the
Company as required to be disclosed under clause
IV of Section II of Schedule V of the Act has been
provided in the Corporate Governance Report which
is annexed to and forms an integral part of this
Board’s Report.

EMPLOYEE STOCK OPTION PLANS (“ESOP PLANS”)

The Company believes that its success and ability to
achieve its objectives is largely determined by the
quality of its workforce and recognises that not only
good employment opportunities but also additional
motivating mechanisms are needed to incentivize
employees and aligning their interest with the
interest of the Company. In recognition of the said
objective, the Company adopted and implemented
IndoStar ESOP Plan 2012 ("ESOP 2012”), IndoStar
ESOP Plan 2016 ("ESOP 2016”), IndoStar ESOP Plan
2016-II ("ESOP 2016-II”), IndoStar ESOP Plan 2017
("ESOP 2017”) and IndoStar ESOP Plan 2018 ("ESOP
2018”) (collectively referred to as "ESOP Plans”) to
attract, retain, motivate and incentivise employees of
the Company and its holding / subsidiary company.

During the year under review, total of 10,05,967 stock
options were granted to the eligible employees of the
Company under the Company’s ESOP Plans.

The ESOP Plans of the Company are implemented
and administered by the NRC.

The Board of Directors confirms that the ESOP Plans
are in compliance with the provisions of the Act and
Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations,
2021, as amended ("SEBI SBEB & SE Regulations”).
A certificate from the M/s. Mehta & Mehta, Company
Secretaries Secretarial Auditors of the Company

confirming that the Scheme has been implemented
in accordance with SEBI SBEB & SE Regulations, is
placed at the website of the Company at https://
www.indostarcapital.com/investors-corner#investor-
services.

The applicable disclosures as stipulated under SEBI
SBEB & SE Regulations for the Financial Year ended
March 31, 2026, with regards to the ESOP Plans, is
available on the website of the Company. Please refer
to the section, 'Policy Compendium’ for accessing
the ESOP Plans and Disclosures.

AUDITORSStatutory Auditors & their Report

In terms of the provisions of the Act and the Reserve
Bank of India (Non-Banking Financial Companies
- Statutory Audit) Directions, 2026 ("RBI Statutory
Audit Master Directions”), M S K A & Associates
LLP, Chartered Accountants (Firm Registration no.
105047W/W101187) ("MSKA”) were appointed as the
Statutory Auditors of the Company, for a period of
3 (Three) consecutive years from the conclusion of
the 14^th Annual General Meeting ("AGM”) until the
conclusion of the 17^th Annual General Meeting. The
term of appointment of MSKA will be expiring at
the ensuing AGM.

In view of the same, based on the recommendation
of the Audit Committee, the Board of Directors at its
meeting held on July 29, 2026, recommended the
appointment of S.R. Batliboi & Co. LLP, Chartered
Accountants (Firm Registration no. 301003E/
E300005) ("S.R. Batliboi & Co. LLP”), as Statutory
Auditors of the Company, to hold office from the
conclusion of the 17^th AGM until the conclusion
of the 20^th AGM of the Company, subject to the
approval of the Shareholders at the ensuing AGM.
Brief profile and other details of the proposed
Statutory Auditors forms part of the AGM Notice.

The Statutory Auditors of the Company have issued
their unmodified opinion, both on standalone and
consolidated financial statements for the Financial
Year ended March 31, 2026. They have not highlighted
any qualifications, reservations, adverse remarks or
disclaimers. Statutory Auditors have not reported any
incidents of material fraud to the Audit Committee
of the Board of Directors during the Financial Year
2025-26. The notes referred to in the auditor’s report
are self-explanatory and therefore do not call for any
further explanation and comments.

Reporting of Frauds by Auditors

There were no frauds reported by the Auditors of
the Company under Section 143(12) of the Act to the
Audit Committee during the year under review.

Secretarial Auditors & their Report

Pursuant to the provisions of Regulation 24A of the
SEBI Listing Regulations and Section 204 of the Act
read with Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, M/s. Mehta & Mehta, Company Secretaries (ICSI
Unique Code P1996MH007500) were appointed as
Secretarial Auditors of the Company for a term of
5 (Five) consecutive years i.e., from Financial Year
2025-26 to Financial Year 2029-30 at the 16^th Annual
General Meeting by the Shareholders of the Company.

The Secretarial Audit Report in Form MR-3 for
the Financial Year under review, as received from
M/s. Mehta & Mehta, Company Secretaries, is enclosed
as Annexure II to the Board’s Report.

M/s. Mehta & Mehta, Company Secretaries, in their
report on the Secretarial Audit of the Company
for the Financial Year ended March 31, 2026 have
submitted following remarks/qualifications:

1. Regulation 17(1)(b) of the Securities and
Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015
prescribes the requirement of having at least one-
third of the Board of Directors as Independent
Directors. However, the composition of the
Board is not duly constituted in the absence of
requisite number of Independent Directors.

2. The Company has failed to adhere to Regulation
19(2) of the Securities and Exchange Board
of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 during the
period from March 05, 2025 to April 28, 2025,
by appointing Ms. Naina Krishna Murthy as the
Chairperson of the Nomination & Remuneration
Committee, who was also the Chairperson of the
Board.

3. The Company submitted the intimation
pertaining to the appointment of the Secretarial
Auditor to the Stock Exchanges beyond the
timeline prescribed under Regulation 30 of the
SEBI Listing Regulations.

4. The Company has delayed the compliance
with the provisions of Rule 6 of the Investor
Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules,
2016, regarding publication of notice of transfer
of equity shares to IEPF account, as the requisite
notice was published approximately one month
prior to the due date of transfer instead of the
prescribed timeline of at least three months
before the due date.

5. The Company submitted the intimation
pertaining to the allotment of equity shares
under the applicable ESOP Scheme(s), allotted
on November 11, 2025, to the Stock Exchanges
beyond the timeline prescribed under Regulation
30 of the Securities and Exchange Board
of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

6. During the period under review, it was observed
that the intimation pertaining to the allotment
of securities made on January 22, 2026, was
intimated to the Stock Exchange in PDF Format
within the timelines. However, the XBRL was
submitted to the Stock Exchanges beyond the
prescribed timeline under Regulation 30 of the
Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements)
Regulations, 2015.

Director’s Response to the remarks/qualification in

Secretarial Audit Report:

1. The Company was in compliance with the

provisions of Regulation 17(1)(b) of the SEBI
Listing Regulations until March 4, 2025.

Consequent to the expiry of the term of Mr. Bobby
Parikh, as an Independent Director and Chairman
of the Company on March 04, 2025, the Board
of Directors consisted of only two Independent
Directors, as against the requirement of a
minimum of 1/3^rd of the total Board of Directors
being independent. The Company had initiated
the process of identifying a suitable candidate
well in advance to the impending expiry of term
of Mr. Bobby Parikh on March 04, 2025. However,
identifying a qualified individual whose expertise
and experience aligned with the Company’s
values and principles which could contribute
positively to the business of the Company and
its stakeholders, took longer than as anticipated.
It may be noted that after identifying and
shortlisting suitable candidates and conducting
proper due diligence process, the Company
appointed Ms. Sujatha Mohan (DIN: 10743626)
as an Independent Director with effect from
April 21, 2025 and the Company has since been
in compliance with Regulation 17(1)(b) of the
Listing Regulations.

2. Post March 31, 2025, the Company had

re-constituted the Nomination and Remuneration
Committee by appointing Mr. Hemant Kaul,
Non-Executive Independent Director as the
Chairperson in place of Ms. Naina Krishna Murthy.
As on date, the Nomination and Remuneration
Committee constitution is in compliance with
the applicable law.

3. The lapse occurred due to an inadvertent

oversight in the compliance process. The
Company has since reviewed and strengthened
its internal compliance mechanisms and
enhanced the relevant SOPs/checklists to ensure
adherence to all applicable SEBI provisions
in future transactions. The management

reaffirms its commitment to maintaining robust
compliance standards and to preventing the
recurrence of such instances.

4. The lapse occurred due to an inadvertent

oversight in the compliance process. The
Company has since reviewed and strengthened
its internal compliance mechanisms and
enhanced the relevant SOPs/checklists to ensure
adherence to all applicable SEBI provisions
in future transactions. The management

reaffirms its commitment to maintaining robust
compliance standards and to preventing the
recurrence of such instances.

5. The delay occurred due to an inadvertent

oversight and assessment of disclosure timelines.
The Company has taken note of the observation
and has strengthened its internal reporting and
compliance monitoring mechanisms. Further, the
relevant SOPs and compliance checklists have
been reviewed and enhanced to ensure timely
identification and disclosure of material events/
information in compliance with applicable
regulatory requirements going forward. The
management reaffirms its commitment to
maintaining robust compliance standards and to
preventing the recurrence of such instances.

6. The delay occurred due to an inadvertent
oversight and assessment of disclosure timelines.
The Company has taken note of the observation
and has strengthened its internal reporting and
compliance monitoring mechanisms. Further, the
relevant SOPs and compliance checklists have
been reviewed and enhanced to ensure timely
identification and disclosure of material events/
information in compliance with applicable
regulatory requirements going forward. The
management reaffirms its commitment to
maintaining robust compliance standards and to
preventing the recurrence of such instances.

In terms of Regulation 24A(2) of the SEBI Listing
Regulations, Annual Secretarial Compliance Report
with respect to all applicable compliances under
regulations and circulars / guidelines issued by the
Securities and Exchange Board of India from M/s.
Mehta & Mehta, Company Secretaries in prescribed
format for the Financial Year ended March 31, 2026
has been submitted to the stock exchanges.

COST RECORD AND COST AUDIT

The provisions of maintenance of cost records and
cost audit as prescribed under the provisions of
section 148(1) of the Act are not applicable to the
Company.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

In terms of Section 177(9) and Section 177(10) of
the Act and the SEBI Listing Regulations, the Board
of Directors adopted a Whistle Blower Policy and
Vigil Mechanism, inter-alia to provide a mechanism
for internal stakeholders of the Company including
the Directors, employees of the Company and
external stakeholders including vendors, suppliers,
consultants, agents to approach the Chairperson of
the Audit Committee of the Company and to report
genuine concerns related to unethical behavior, actual
or suspected fraud, violation of any applicable laws,
codes of conduct or policies of the Company, any
suspected misconduct/ illegal/ improper conduct
and leak or suspected leak of unpublished price
sensitive information. The Whistle Blower Policy and
Vigil Mechanism provides for adequate safeguards
against victimisation of stakeholder who report
genuine concerns under the mechanism.

During the year under review, the Board of Directors
approved amendment to Whistle Blower Policy
and Vigil Mechanism. The Whistle Blower Policy
and Vigil Mechanism is uploaded on the website
of the Company. Please refer to the section, 'Policy
Compendium’ for accessing the policy. More details
have been provided in the Corporate Governance
Report which is annexed to and forms an integral
part of this Board’s Report.

The Audit Committee is apprised of the vigil
mechanism on a periodic basis. During the year,
no person was denied access to the Chairperson
of the Audit Committee. A quarterly report on the
whistle blower complaints is placed before the Audit
Committee for its review.

CORPORATE SOCIAL RESPONSIBILITY

In terms of Section 135 of the Act read with the
Companies (Corporate Social Responsibility Policy)
Rules, 2014 ("CSR Rules”), the Board of Directors
have constituted a Corporate Social Responsibility
(“CSR”) Committee and in light of the Company’s
philosophy of being a responsible corporate citizen,
the Board of Directors adopted a CSR Policy
which lays down the principles and mechanism for
undertaking various projects / programs as part of
Company’s CSR activities. During the year under
review, the CSR Policy of the Company was amended
in order to align with the requirements of applicable
laws and regulations and as part of its CSR initiatives,
the Company has undertaken various programs with
a focus area of promotion of healthcare including
preventive healthcare.

Details of the composition of the CSR Committee and
the CSR Policy have been provided in the Corporate
Governance Report which is annexed to and forms an
integral part of this Board’s Report. 'Annual Report
on CSR activities’ in the format as prescribed under
Companies (Corporate Social Responsibility Policy)
Rules, 2014 is enclosed as Annexure III to the Board’s
Report.

RISK MANAGEMENT FRAMEWORK

The Company has in place a mechanism to identify,
assess, monitor and mitigate various risks associated
with the business of the Company. Major risks
identified by the business and functions, if any, are
systematically addressed through mitigating actions
on a continuing basis. The Board of Directors have
adopted a Risk Management Framework and Policy
which inter-alia integrates various elements of risk
management into a unified enterprise-wide policy.
The Risk Management Framework and Policy is
available on the website of the Company. Please refer
to the section, 'Policy Compendium’ for accessing
the policy.

The Risk Management Committee of the Company
has not identified any elements of risk which in their
opinion may threaten the existence of the Company.
Details of the risks and concerns relevant to the
Company are discussed in detail in the Management
Discussion and Analysis Report which forms part of
the Annual Report.

The Board of Directors approved amendment to Risk
Management Framework and Policy of the Company
with the intention to make it more robust and to meet
the requirement of the today’s business environment.
On the basis recommendation of Risk Management
Committee, the Board of Directors amended the
Internal Capital Adequacy Assessment Process
Framework with the objective of ensuring availability
of adequate capital to support all risks in business
as also to enable effective risk management system
in the Company and to align with the applicable law.

The Chief Risk Officer ("CRO”) oversees and
strengthens the risk management function of the
Company. The CRO is invited to participate in
meetings of the Board of Directors, Audit Committee,
Asset Liability Committee and Risk Management

Committee. The CRO along with members of the
Senior Management apprises the Risk Management
Committee and the Board of Directors on various
aspects of risk assessment, including the process of
identifying and evaluating risks, key risks, changes in
risk ratings, the root cause of risks and their impact,
key risk indicators, mitigation strategies, and action
taken to manage and reduce these risks.

INTERNAL CONTROL / INTERNAL FINANCIAL
CONTROL SYSTEMS AND THEIR ADEQUACY

The Company’s well-defined organisational
structure supported by documented policies,
defined authority matrix and robust internal controls
ensuring efficiency of operations, compliance with
internal system / policies and applicable laws. The
internal control system / policies of the Company
are further strengthened with internal audits, regular
management reviews and external audits. It provides
reasonable assurance in respect of financial and
operational information, compliance with applicable
statutes, safeguarding of assets of the Company,
prevention and detection of frauds, accuracy and
completeness of accounting records and also
ensuring compliance with the Company’s policies.

The Audit Committee continuously monitors the
effectiveness of the internal controls system and
policies of the Company. The Risk Management
Committee and the Audit Committee periodically
review various risks associated with the business of
the Company along with risk mitigants and ensure
that they have an integrated view of risks faced by
the Company. The Board of Directors believes that
internal control systems are commensurate with the
nature, size and complexity of Company’s operations.

The Statutory Auditors and the Internal Auditors of
the Company have also confirmed that the internal
financial control framework is operating effectively.

INTERNAL AUDIT

The Company has in place an robust Internal Audit
Framework to monitor the efficacy of internal
controls with the objective of providing to the Audit
Committee and the Board of Directors, an independent
and reasonable assurance on the adequacy and
effectiveness of the Company’s risk management,
internal control and governance processes. The
internal audit framework is commensurate with the
nature of the business, size, scale and complexity
of its operations with a Risk Based Internal Audit
("RBIA”) approach.

The Company has implemented a RBIA Programme
in accordance with the requirements of the Reserve
Bank of India (Non-Banking Financial Companies -
Internal Audit Function) Directions, 2026. The Internal

audit plan is approved by the Audit Committee and
internal audits are undertaken on a periodic basis
to independently validate the existing controls.
Internal Audit Reports are regularly reviewed by the
management and corrective action is initiated to
strengthen controls and enhance the effectiveness
of existing systems. Significant audit observations,
if any, are presented to the Audit Committee along
with the status of management’s action plans.

Separate meetings between the Head Internal
Auditor and the Audit Committee

Separate meetings between the Head Internal Auditor
and the Audit Committee, without the presence of
Management, were enabled to facilitate independent
and transparent discussion amongst them. The
meetings were held on June 17, 2025, September 24,
2025, December 23, 2025 and March 12, 2026.

MANAGING DIRECTOR AND CHIEF FINANCIAL
OFFICER CERTIFICATE

The Compliance Certificate in terms of Regulation
17(8) of the SEBI Listing Regulations on the audited
financial statements and other matters prescribed
therein, submitted to the Board of Directors by the
Managing Director & Executive Vice Chairman and
Chief Financial Officer of the Company, for Financial
Year ended March 31, 2026, is enclosed herewith at
Annexure IV to the Board’s Report.

CONTRACTS / ARRANGEMENTS WITH RELATED
PARTIES AND RELATED PARTY TRANSACTION
POLICY

During the year under review, all transactions
entered into by the Company with related parties
were in ordinary course of business and on arm’s
length basis and were not considered material as per
the provisions of Section 188 of the Act read with
the Companies (Meetings of Board and its Powers)
Rules, 2014. Hence, disclosure in Form AOC-2 under
Section 134(3)(h) of the Act, read with the Rule 8
of the Companies (Accounts) Rules, 2014, is not
applicable.

Further during the year under review, the Company
has amended the Related Party Transaction Policy in
order to align with amended SEBI Listing Regulations.

Prior approval of the Audit Committee is obtained
for all Related Party Transactions ("RPTs”) including
omnibus approval for transactions which are of a
repetitive nature and entered in the ordinary course
of business and at arm’s length in accordance with the
Related Party Transactions Policy of the Company.
A statement on RPTs specifying the details of the
transactions pursuant to each omnibus approval

granted is placed on a quarterly basis for review by
the Audit Committee.

Pursuant to Regulation 23(9) of the SEBI Listing
Regulations, disclosures of RPTs are submitted to
the Stock Exchanges on a half-yearly basis and
hosted on the Company’s website athttps://www.
i n dost a rca pi tal.com/investo rs-corner# investor-
relations.

Disclosure of the RPTs as required under Ind AS 24
are reported in Note 33 of the audited standalone
financial statements of the Company for the Financial
Year ended March 31, 2026.

Details of the Related Party Transaction Policy have
been provided in the Corporate Governance Report
which is annexed to and forms an integral part of this
Board’s Report.

ANNUAL RETURN

In terms of Section 134(3)(a) and Section 92(3) of
the Act read with the Companies (Management
and Administration) Rules, 2014, the Annual Return
for the Financial Year ended March 31, 2026 in
prescribed Form MGT-7 is available on the website
of the Company athttps://www.indostarcapital.com/
investors-corner#investor-services.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

Conservation of energy:

The operations of the Company are not energy
intensive nor does they require adoption of specific
technology and hence information in terms of Section
134(3)(m) of the Act read with the Companies
(Accounts) Rules, 2014 is not applicable to the
Company. However certain efforts were made by the
Company towards energy & technology absorption.

The Company has implemented various energy
conservation measures across all its functions which
are highlighted in the BRSR forming part of this
Report.

Technology absorption:

The Company has intensified its strategic focus on
technology absorption, driving comprehensive digital
transformation across all core operational areas. Key
initiatives and their impacts include:

i. Accelerated Digitalisation: Implementing

advanced software solutions to replace legacy,
manual workflows;

ii. Turnaround Time ("TAT”): Reduction: Reorganisation
operational pipelines to ensure faster service
delivery and enhanced competence;

iii. Automated Audit Adherence: Deploying

continuous monitoring tools that automatically
track, log and verify data;

iv. Strict Regulatory Compliance: Integration of

real-time compliance frameworks to adapt

dynamically to evolving legal and industry
mandates; and

v. Workforce Upskilling: Conducting targeted

training programs to ensure seamless staff

adaptation to newly added digitalised journeys.

The benefits derived after the technology absorption
initiative undertaken by the Company were product
improvement, cost reduction, product development
or import substitution and the successful absorption
and integration of advanced technologies have
generated measurable operational and financial
benefits across multiple sides of the business:

i. Product Improvement: Integrating automated

quality-control sensors and data analytics has

significantly reduced manufacturing defects.
Product reliability and performance consistency
have increased. This has led to streamlined
process and TAT; and

ii. Cost Reduction: Automating repetitive tasks has
lowered expenses and minimized human error.

Foreign exchange earnings and outgo:

During the year under review, the Company incurred
foreign currency expenditure of ' 572.68 lakhs
(Previous Year: Nil)

DISCLOSURES UNDER SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013

The Company is committed to create an environment
in which all individuals are treated with respect and
dignity and promote a gender sensitive and safe work
environment. Accordingly, the Board of Directors
adopted a Care & Dignity Policy and also constituted
an Internal Complaints Committee, in compliance
with the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013.

During the year under review, the Board of Directors
in order to streamline processes and exercise
centralised control and the Board dissolved the
existing region-wise Internal Complaints committees
and reconstituted Central Internal Complaints

Committee by inclusion of representative from each
region.

To ensure that all the employees are sensitized
regarding issues of sexual harassment, the Company
conducts online Prevention of Sexual Harassment
trainings through the internal e-learning platform and
knowledge community sessions.

Disclosures as required under Rule 8(5) of the
Companies (Accounts) Rules, 2014, as stated below:

(a) number of complaints of sexual harassment
received in the year: NIL

(b) number of complaints disposed off during the
year: NIL

(c) number of cases pending for more than ninety
days: NIL

INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Investor Education
and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016 (as amended
from time to time), the Shares in respect of which
the dividend is unpaid/unclaimed for 7 (Seven)
consecutive years are required to be transferred to
the Investor Education and Protection Fund (“IEPF”)
after giving an opportunity to the Shareholders
to claim the said unpaid/unclaimed dividend.
Accordingly, the Company issued the reminder
letters to such Shareholders to claim the dividend
and also published the notice to such effect in the
leading newspaper in English and Regional Language
having wide circulation and informed them that in the
event of failure to claim said dividend, the unpaid/
unclaimed dividend along with Shares pertaining to
unpaid/unclaimed dividend would be transferred to
the IEPF. Subsequently, the Company has transferred
unpaid/unclaimed dividend of Interim Dividend for
the Financial Year 2018-19 amounting to ' 58,142
(Rupees Fifty Eight Thousand One Hundred Forty
Two Only) on December 19, 2025. Further, 7,215
(Seven Thousand Two Hundred and Fifteen) Equity
Shares of those Shareholders who had not claimed
any dividend during the consecutive 7 years, were
also transferred to the IEPF on January 01, 2026. The
details of such Shares are available on the website of

the Company athttps://www.indostarcapital.com/
investors-corner#investor-relation.

OTHER DISCLOSURES

• During the year under review, there has been no
change in the nature of business of the Company.

• No material changes and commitments affecting
the financial position of the Company have
occurred between the end of year under review
and date of this Board’s Report.

• During the year under review, no orders have
been passed against the Company by any
regulator(s) or court(s) or tribunal(s) which
would impact the going concern status and / or
the future operations of the Company.

• During the year under review, the Company, in
the capacity of a financial creditor, has not filed
petitions before the National Company Law
Tribunal under the Insolvency and Bankruptcy
Code, 2016 for recovery of outstanding loans
against its customers, being corporate debtors.

• During the year under review, there has been
no instance of one-time settlement with any
Bank(s) or Financial Institution(s).

• The Company has complied with the applicable
provisions relating to Maternity Benefits Act,
1961.

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according
to the information and explanations obtained by the
Board of Directors, pursuant to the provisions of
Section 134(3)(c) read with Section 134(5) of the Act,
the Board of Directors hereby confirm that:

a) i n the preparation of the annual accounts for
the year ended March 31, 2026, the applicable
accounting standards have been followed and
no material departures have been made from the
same;

b) they have selected such accounting policies and
applied them consistently and made judgments
and estimates that are reasonable and prudent
so as to give a true and fair view of the state of

APPRECIATION AND ACKNOWLEDGEMENT

The Directors take this opportunity to express their
appreciation to all stakeholders of the Company
including the Reserve Bank of India, the Insurance
Regulatory and Development Authority of India
the Ministry of Corporate Affairs, the Registrar of
Companies, the Securities and Exchange Board of
India, the Government of India and other Regulatory
Authorities, the BSE Limited, the National Stock
Exchange of India Limited, the Depositories,
Bankers, Financial Institutions, Debenture Trustees,
Credit Rating Agencies, Members, Employees and
Customers of the Company for their continued
support and trust.

By the Order of the Board of Directors
For IndoStar Capital Finance Limited

Naina Krishna Murthy

Chairperson
DIN: 01216114

Place: Mumbai
Date: July 29, 2026