The Board of Directors of your Company are pleased to present the 36 ^th (Thirty Sixth) Annual
Report on the business operations and state of affairs of your Company together with the
Audited Financial Statements for the Financial Year ended on March 31, 2024.

FINANCIAL PERFORMANCE OF THE COMPANY:

The Financial performance of the Company for the Financial Year ended on March 31, 2024 is
summarized below:

Results of Operations & State of Company's Affairs

The Company is a Non-Banking Finance Company (NBFC) registered with Reserve Bank of
India (RBI). During the financial year under review, the Company recorded a turnover of ?
202.20 Lakh against ? 165.86 Lakh in the previous year and the Company has incurred loss of
?73.88 Lakh as compared to profit after tax of ? 0.72 Lakh in the previous financial year. The
management of the Company is putting their best efforts to improve the performance of the
Company.

During the year, the Company has performed modestly despite of challenging economic
conditions and other related factors. The Directors are relentlessly striving for betterment of
the business and growth of the Company. They are optimistic about the future and expect
the business to perform well in the forthcoming year.

Transfers to Reserve fund

Under section 45-IC (1) of Reserve Bank of India ('RBI') Act, 1934, non-banking financial
companies ('NBFCs') are required to transfer a sum not less than 20% of its net profit every
year to reserve fund before declaration of any dividend. Since the company has incurred the
losses, Accordingly, in the year 2023-24 (the 'Company' or 'ISF') has not transferred any sum
to its reserve fund.

Change in the nature of business

There has been no change in the nature of business of the Company during the Financial Year
2023-24.

Dividend

The Board of Directors has decided not to recommend any dividend for the financial year
ending March 31, 2024, due to the Company incurring a loss during this period. The Board
believes that retaining the available funds is in the long-term interest of the Company, as it
will help stabilize our financial position and support future growth efforts.

Deposits

Being a non-deposit taking Company, your Company has not accepted any deposits within
the meaning of the provisions of Master Direction - Non-Banking Financial Companies
Acceptance of Public Deposits (Reserve Bank) Directions, 2016 and provisions of the
Companies Act, 2013 are not applicable on the Company. Further, the Company shall not
accept deposits from public without obtaining prior approval from the Reserve Bank of India.

Subsidiaries, Associates and Joint Ventures

The Company operates as a standalone entity and does not have any subsidiary, associate
and joint venture within the meaning of Section 2(87) and 2(6) of the Companies Act, 2013.

Material changes and commitments, if any affecting the financial position of the company
which have occurred in between the end of the financial year of the company to which the
financial statements relate and the date of this report

There were no material changes and commitments affecting the financial position of the
Company, that have occurred between end of the Financial Year to which the Financial
Statements relate and date of this report.

Particulars of Loans, Guarantees or Investments Made U/S 186 of the Companies Act, 2013

The Company, being an NBFC registered with the Reserve Bank of India and engaged in the
business of giving loans in ordinary course of its business, is exempt from complying with
the provisions of Section 186 of the Act with respect to loans and guarantees. Accordingly,
the disclosures of the loans given as required under the aforesaid section have not been made
in this Report.

However, the particulars of Loans, Guarantees, and Investments have been disclosed in the
Financial Statements read together with Notes annexed to and forming an integral part of the
Financial Statements which is annexed as Annexure IV.

Corporate Social Responsibility

As per the provisions of Section 135 of the Companies Act, 2013 read with rules framed
thereunder, certain class of companies is required to spend 2% of its average net profits of the
company made during 3 immediately preceding financial years on CSR activities. It also
provides for formation of CSR committee of the Board. The rules prescribe the activities
qualify under CSR and the manner of spending the amount. The company is not covered
under Section 135 of the Companies Act, 2013 and the rules framed there under for the
financial year under review.

Share Capital and Debt Structure

During the year period under review, The Authorized Share Capital of the Company has
been increased from 35,00,00,000/- (Rupees Thirty-Five crores only) divided into 35,00,00,000
(Thirty-Five crores only) Equity Shares of INR 1/- each to 60,00,00,000/ - (Rupees Sixty Crores
only) divided into 60,00,00,000/- (Rupees Sixty Crores only) Equity Shares of INR 1/- each.

During the year period under review, no changes occurred in the Paid-up Capital, further as
on March 31, 2024, the Paid-up share capital of the Company is ? 9,50,00,000/- (Rupees Nine
crores Fifty Lakh) divided into 9,50,00,000 (Nine crores Fifty Lakh) Equity Shares of INR 1/-
each.

a) Bonus Issue

As per Section 63 of Companies Act, 2013 and Rule 14 of Companies (Share Capital and
Debenture) Rules, 2014, during the period under review, your Company has not issued bonus
shares.

b) Issue of equity shares with differential rights

As per Section 43 of Companies Act, 2013 and rule 4 (4) of Companies (Share Capital and
Debentures) Rules, 2014, during the period under review, your Company has not issued
equity shares with differential rights.

c) Issue of sweat equity shares

As per Section 54 of Companies Act, 2013 and rule 8 (13) of Companies (Share Capital and
Debentures) Rules, 2014 and the SEBI regulations, during the period under review, your
Company has not issued Sweat equity shares.

d) Issue of employee stock options

As per Section 62(1)(b) of Companies Act, 2013 and rule 12 of Companies (Share Capital and
Debentures) Rules, 2014, during the period under review, your Company has not issued.

During the Financial year 2022-2023 Company in its board meeting held on August 04, 2023,
approved the ISF ESOP 2023 policy and the shareholders approved the same in 35^th Annual
General Meeting held on September 18, 2023.

e) Provision of money by Company for purchase of its own shares by employees or by
trustees for the benefit of employees

As per Section 68 of Companies Act, 2013 and rule 16 (4) of Companies (Share Capital and
Debentures) Rules, 2014 there are no voting rights exercised directly or indirectly by the
employees in respect of shares held by them.

Directors' Responsibility Statement

Pursuant to section 134(5) of the Companies Act, 2013, the board of Directors, to the best of
their knowledge and ability, confirm that:

i. in the preparation of the annual accounts, the applicable Accounting Standards have been
followed along with proper explanation relating to material departures;

ii. 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 affairs of the Company at the end of the financial year and of the profit of the |
Company for FY 2023-2024;

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iii. They have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013, for safeguarding the

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assets of the Company and for preventing and detecting fraud and other irregularities;

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iv. They have prepared the annual accounts on a going concern basis;

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v. they have laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and are operating effectively; and

vi. They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and are operating effectively.

Directors and Key Managerial Personnel

The Board of Directors of the Company comprises individuals with extensive global
experience, strong financial acumen, strategic insight, and exemplary leadership qualities.
Their unwavering commitment to the Company's success is demonstrated through their
active participation and thorough preparation for Board Meetings. The Board conducts a
comprehensive skill assessment to identify the core skills, expertise, and competencies of the
Directors, ensuring the effective functioning of the Company and the continued achievement
of its goals. The Company's Board includes leaders and visionaries who provide strategic
direction and guidance. As of March 31, 2024, the Board consists of four Directors, including
one Executive Director and three Non-Executive (Independent) Directors, reflecting an
optimal balance.

Retirement of Director by Rotation

Mr. Vishal Dang (DIN: 07971525), Whole-Time Director of the Company, will retire by
rotation at the forthcoming 36^th Annual General Meeting (AGM) and, being eligible, offers
himself for re-appointment.

Mr. Vishal Dang has serving as director of the Company since 2020. He possesses extensive
experience and expertise in financial services, corporate strategies, team building, synergy
creation, risk management, corporate finance, leadership development, and technology
initiatives. The Company has significantly benefited from his strategic guidance and expert
knowledge. His detailed profile is included in the Notice of the forthcoming 36^th AGM, which
is part of the Annual Report.

The Board of Directors recommends that the Members pass the ordinary resolution for the
re-appointment of Mr. Vishal Dang as a Director retiring by rotation.

Declaration by Independent Director

Pursuant to the provisions of Section 149 of the Act the independent directors have submitted
declarations that each of them meets the criteria of independence as provided in Section 149
(6) of the Act along with Rules framed thereunder. There has been no change in the
circumstances affecting their status as independent directors of the Company.

Certificate of non- disqualification of directors

All the Directors have confirmed that they are not disqualified from being appointed as
Directors in terms of Section 164 of the Act, and are not debarred from holding the office of
Director by virtue of any SEBI order or any other such authority. None of the Directors of the
Company are related to each other. Your Company has obtained a certificate from a Company
Secretary in practice confirming that none of the Directors on the Board of the Company have
been debarred or disqualified from being appointed or continuing as Directors of companies
by Securities Exchange Board of India ("SEBI")/Ministry of Corporate Affairs ("MCA") or
any such statutory authority. The same forms part of this Annual Report as Annexure III.

Policies on appointment of Directors and Remuneration

The Company has in place a Nomination & Remuneration Committee in accordance with the
requirements of the Companies Act, 2013.

The Committee has formulated a policy on Director's appointment and remuneration
including recommendation of remuneration of the key managerial personnel including
senior management and other employees, composition and the criteria for determining
qualifications, positive attributes and independence of a Director and the policy is available
on the website of the Company i.e., https://isflimited.in/policies.php

Performance evaluation at Board and Independent Directors' Meetings

In line with the provisions of Section 134(3) of the Companies Act, 2013 and Rules made
thereunder read with the relevant provisions of the SEBI Listing regulations, 2015, the Board
of Directors has carried out an annual evaluation of its own performance, Board Committees
and individual Directors. The performance of the Board of Directors and its Committees were
evaluated on various parameters such as structure, composition, experience, performance of
specific duties and obligations, quality of decision making and overall effectiveness.

The performance of individual Directors was evaluated on parameters, such as meeting
attendance, participation and contribution and independent judgment.

The Board members noted from time to time the suggestions/ inputs of Independent
Directors, Nomination Committee and Audit Committee and also discussed various
initiatives to further improve the Board effectiveness.

In a separate meeting of Independent Directors held on 31.03.2024 performance of non¬
independent Directors, performance of the Board as a whole and performance of the
Chairman was evaluated.

Key Managerial Personnel

Mr. Kamal Batra, Chief Financial Officer (CFO) of the Company resigned from the post with
effect from May 27, 2023, Mr. Vijay Gupta, was appointed to perform the duties of a Chief
Financial Officer (CFO) with effect from May 27, 2023.

Ms. Renu, Company Secretary & Compliance Officer of the Company resigned from the post
of Company Secretary & Compliance Officer with effect from June 20, 2023.

The Board of Directors in its meeting held on June 20, 2023 placed on record its appreciation
of her performance, knowledge, skills and commitment demonstrated by her during her
tenure as Company Secretary & Compliance Officer of the Company and appointed Ms.
Manisha Saxena as Company Secretary & Compliance Officer of the Company on the
recommendation of the Nomination and Remuneration Committee with effect from August
04, 2023.

After the closure of financial year, Mr. Niraj Kumar Chatri resigned from the post of Chief
Executive Officer (CEO) of the Company with effect from May 22, 2024 and appointed Mr.

Anil Kumar Verma as Chief Executive Officer (CEO) of the Company on the recommendation
of the Nomination and Remuneration Committee with effect from August 03, 2024.

Meetings of the Board

The Board meets at regular intervals to discuss and decide on business strategies/policies
and review the financial performance of the Company, apart from other statutory matters as
required to be deliberated and approved by the Board. |

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The notice and detailed agenda along with the relevant notes and other material information
are sent in advance separately to each Director and in exceptional cases tabled at the Meeting
with the approval of the Board. The information as specified in Schedule II to the Listing |
Regulations is regularly made available to the Board, whenever applicable, for discussion
and consideration. Video-conferencing facility as per procedure mandated under the Act, is |
also provided to facilitate the Directors participating in the meetings conveniently.

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is

During the period under review, the Board met Five (05) times during the Financial Year
2023-2024. The Meetings were held as on 27/05/2023, 04/08/2023, 24/08/2023, 28/10/2023
and 20/01/2024. The maximum interval between any two meetings did not exceed 120 days.

The 35^thAnnual General Meeting of the Company was held on 18^th September, 2023.

Postal ballot through remote e-voting for the ordinary resolution was passed by the
members of ISF Limited on, 30^th November, 2023.

RBI Guide Lines

The Company has complied with all the applicable regulations of RBI as on March 31, 2024.
The Company has duly filed all returns in accordance with Master Direction- Non-Banking
Financial Company Returns (Reserve Bank) Directions, 2016.

Committees of the Board

The Board committees play a crucial role in the governance structure of the Company and
have been constituted to deal with specific areas/ activities which concern the Company and
need a closer review. The Board committees are set up under the formal approval of the
Board, to carry out clearly defined roles which are considered to be performed by the
members of the Board, as a part of good governance practice. All decisions and
recommendations of the committees are placed before the Board for information or for
approval. The minutes of the meetings of all the committees are placed before the Board for
their review.

The Board of ISF Limited currently has 3 (Three) Committees:

1. Audit Committee

2. Nomination and Remuneration Committee |

3. Stakeholder's Relationship Committee

The major terms of reference of the Committees, its composition and number of meetings
held during the year ended March 31, 2024 are as follows: |

a) Audit Committee

The Composition of the Audit Committee as on 31^st March, 2024 is as follows:

Meetings of the Audit Committee

During the year the Audit Committee met 5 (Five) times. The details of the meetings held
during the year ended March 31, 2024 along with the attendance of Directors are as follows:

In case any person requires more information/ details regarding the Audit Committee the
person may access the Company's website at the link: https: //isflimited.in/board-members

b) Nomination and Remuneration Committee

The major terms of reference of the Nomination and Remuneration Committee are as follows:

-Identification of persons qualified to become directors and be appointed in senior
management in accordance with the criteria laid down, recommend to the Board their
appointment and removal;

-Formulation of the criteria for determining qualifications, positive attributes and
independence of a director;

- Specifying the manner for effective evaluation of performance of Board, its committees and
individual directors;

- Recommending to the Board a policy, relating to the remuneration for the directors, key
managerial personnel and other employees.

- Composition of Nomination & Remuneration Committee as on 31^st March, 2024 is as
follows:

Meetings of the Nomination & Remuneration Committee

During the year the Committee met 05 (Five) times. The details of the meeting held during
the year ended March 31, 2024 along with the attendance of Directors are as follows:

Nomination & Remuneration Policy is uploaded on the website of the Company i.e., at
https://isflimited.in/policies.php

c) STAKEHOLDERS RELATIONSHIP COMMITTEE MEETING

The Board of Directors of the Company has constituted Stakeholders Relationship
Committee under Section 178 of the Companies Act, 2013.

The major terms of reference of the Stakeholders Relationship Committee include:

- Consideration & Resolution of the grievances of security holders of the Company;

-Reviewing of Transfer / Transmission requests / Demat / Remat requests of the security
shareholders and issuance of duplicate share certificate, if any.

Composition of the Stakeholders Relationship Committee as on 31^st March, 2024 is as
follows:

Meetings of the Stakeholders Relationship Committee:

During the year the Stakeholders Relationship Committee met 04 (Four) times. The details
of the meeting held during the year ended March 31, 2024 along with the attendance of

Directors are as follows:

Independent Directors Meeting

The Independent Directors met on 31^st March, 2024, without the attendance of Non¬
Independent Directors and members of the Management. The Independent Directors
reviewed the performance of Non-Independent Directors and the Board as a whole, the
performance of the Chairman of the Company, taking into account the views of Executive
Director and Non- Executive Directors and assessed the quality, quantity and timeliness
of flow of information between the Company Management and the Board that is
necessary for the Board to effectively and reasonably perform its duties.

As per the provisions of the Companies Act, 2013 read with Schedule IV, following are
the Independent Directors of the Company as on 31st March, 2024:

Particulars of Employees U/S 197(12) of the Companies Act, 2013

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule
5(2) and (3) of Chapter XIII, the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the relevant details are furnished below:

Notes:

1. There were confirmed employees on the rolls of the Company as on 31^st March 2024¬
09 employees

2. Median remuneration of employees of the Company during the financial year 2023¬
2024 was INR 4.35 Lakh p.a.

Auditors

a) Statutory Auditor

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules
made thereunder, the statutory auditors of the Company, M/s VSSA & Associates,
Chartered Accountants (Firm Registration Number: 012421N) having Regd. Office at A-
1/255, Safdarjung Enclave, New Delhi-110029 was appointed for the second term by the
members at the 34^th Annual General Meeting to hold office until the conclusion of the
39^th Annual General Meeting,

The notes on accounts referred to in the auditors' report are self-explanatory and
therefore don't call for any further comments by the Board of Directors. There are no
qualifications or adverse remarks in the Auditors' Report which require any
clarification or explanation.

During the year under review, the Company has not reported any fraud mentioned
under Section 143(12) of the Act.

b) Secretarial Auditor

In terms of Section 204 of the Act and Rules made there under, M/s Anuj Gupta &
Associates, Practicing Company Secretaries were appointed as Secretarial Auditors for
the financial year 2023-24. The Secretarial Audit Report for the financial year ended on
March 31, 2024 is annexed herewith marked as "Annexure-II" to this Report.

There are no qualifications or adverse remarks in the Secretarial Auditors' Report which
require any clarification or explanation.

c) Internal Auditor

In terms of Section 138 of the Act and Rules made there under, M/ s Sapra Sharma &
Associates LLP, Chartered Accountants were continued their Office as Internal
Auditors for the financial year 2023-24, for consecutive 3 years with effect from
16.09.2022.

Management Discussion and Analysis Report

As per SEBI Listing Regulations, Management Discussion and Analysis are attached,
which form part of this report annexed herewith at Annexure I.

Internal Financial Control System

According to Section 134 (5) (e) of the Companies Act, 2013, the term financial control
(IFC) means the policies and procedures adopted by the Company for ensuring the
orderly and efficient conduct of business, including adherence to the Company's
policies, safeguarding of its assets, prevention and detection of frauds and errors,
accuracy and completeness of the accounting records and timely preparation of reliable
financial information.

The Company has a well-placed, proper and adequate Internal Financial Control
System which ensures that all the assets are safeguarded and protected and the
transactions are authorized, recorded and reported correctly.

To further strengthen the internal control process, the Company has developed the very
comprehensive compliance management tool to drill down the responsibility of the
compliance from top management to executive.

Risk Management

During the year, The Board had developed and implemented an appropriate risk
management policy for identifying the element of risk which, in the opinion of the Board
may threaten the existence of the Company and safeguarding the Company against
those risks.

Conservation of Energy, Research and Development, Technology Absorption,
Foreign Exchange Earnings and Outgo

The particulars as per the Companies (Accounts) Rules, 2014 regarding conservation of
energy, technology absorption is as under:

(A) Conservation of Energy

(B) Technology Absorption

1. Efforts made towards technology absorption: N.A.

2. Benefits derived like product improvement, cost reduction, product development or
import substitution: N.A.

3. In case of imported technology (imported during the last three years reckoned from the
beginning of the financial year)-

4. Expenses incurred on Research and Development

During the period under review particulars regarding expenditures on research and
development are as under:

5. Foreign exchange earnings and Outgo-

The Foreign Exchange earned in terms of actual inflows during the year- NIL
The Foreign Exchange outgo during the year in terms of actual outflows- NIL
Vigil Mechanism / Whistle Blower Policy

As per the provisions of Companies Act, 2013, every Listed Company shall establish a
vigil mechanism (similar to Whistle Blower mechanism). In pursuance of the provisions
of Section 177(9) & (10) of the Companies Act, 2013, a vigil mechanism/ whistle blower
policy for Directors and employees to report genuine concerns or grievances about
unethical behaviour, actual or suspected fraud or violation of the Company's Code of
Conduct has been established and approved by Board.

The Company believes in the conduct of the affairs of its constituents in a fair and
transparent manner by adopting highest standards of professionalism, integrity and
ethical behaviour.

The Vigil Mechanism - cum - Whistle Blower Policy may be accessed on the Company's
website at the link: https://isflimited.in/policies.php

The following is a summary of Protected Disclosures received and disposed off during
the year 2023-24:

No. of Protected Disclosures received : NIL
No of Protected Disclosures disposed off : NIL

The Audit Committee oversee the Vigil Mechanism of the Company. The employees of
the Company have the right to report their concern/grievance to the Audit Committee
constituted by the Board of Directors to oversee the Vigil mechanism.

The Company is committed to adhere to the highest standards of ethical, moral and
legal conduct of business operations.

Details of significant and material orders by the regulators or courts or tribunals
impacting the going concern status and company's operations in future.

There was no significant order was passed by any regulatory authority or court or
tribunal.

Code of Conduct and Ethics

The Board of Directors of the Company has adopted a Code of Conduct and Ethics for
the Directors and Senior Executives of the Company. The object of the Code is to
conduct the Company's business ethically and with responsibility, integrity, fairness,
transparency and honesty. The Code sets out a broad policy for one's conduct in dealing
with the Company, fellow Directors and with the environment in which the Company
operates.

Annual Return

Pursuant to the provision of Section 134(3) and Section 92(3) of the Companies Act read
with read with Rule 12(1) of the Companies (Management and Administration) Rules,
2014, the Annual Return in form MGT-7 as on March 31, 2024- is available on the website
of the Company and can be accessed at i.e., https://isflimited.in/Financial-
Statements.php.

Corporate Governance

Pursuant to Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015, the provisions of Corporate Governance shall not apply, in respect of-

The listed entity having paid up equity share capital not exceeding rupees Ten (10)
crores and net worth not exceeding rupees Twenty-five (25) crores, as on the last day of
the previous financial year;

Since the equity share capital and net worth of the company are not exceed Rs. 10 crore
and Rs. 25 crores respectively, as on the last day of the previous financial year of the
Company and Accordingly the reporting requirements like Corporate Governance,
Related Party Transaction and Report Business Responsibility Report etc. are not
applicable to the Company.

Therefore, pursuant to Regulation 15(2) of SEBI (Listing Obligation & Disclosure
Requirements) Regulations, 2015 the company is not required to mandatorily comply
with the provisions of corporate governance report to be annexed with the Board
Report.

Information Required under Sexual Harassment of Women at Work Place
(Prevention, Prohibition & Redressal) act, 2013

Your Company has a policy and framework for employees to report sexual harassment
cases at workplace and the process ensures complete anonymity and confidentiality of
information. No complaints of sexual harassment were raised in the financial year 2023¬
24.

Compliance of Secretarial Standards

During the year, the applicable Secretarial Standards i.e. SS -1 and SS-2 relating to
"Meeting of Board of Directors" and "General Meetings" respectively have been duly
complied.

Risk Management Policy

During the year, The Board had developed and implemented an appropriate risk
management policy for identifying the element of risk which, in the opinion of the Board
may threaten the existence of the company and safeguarding the company against those
risks.

Additional disclosures under Companies (Accounts) Rules, 2014

a. 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:

During the Financial Year under review, the Company neither filed any application nor
had any proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of
2016), therefore, it is not applicable to the Company.

b. The details of difference between amount of the valuation done at the time of one¬
time settlement and the valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereto:

During the Financial Year under review, it is not applicable to the Company.
Acknowledgement and appreciation

The Board of Directors extends its sincere gratitude for the invaluable guidance and
support received from all stakeholders of the Company. This includes the Reserve Bank
of India, the Ministry of Corporate Affairs, the Securities and Exchange Board of India,
the BSE, and other regulatory authorities. The Board also acknowledges the continued
trust and support of our bankers, lenders, financial institutions, members, National
Securities Depository Limited, Central Depository Services (India) Limited, and
customers.

Furthermore, the Directors commend the unwavering commitment demonstrated by all
executives, officers, staff, and the Senior Management team, which has significantly
contributed to the Company's excellent performance during the financial year.