The Board of Directors of Your Company (“Your Company” or “IFCI”) are pleased to present before you the 32^nd (Thirty-Second) Annual Report of IFCI
Ltd., together with the audited financial statements for the year ended March 31, 2025, Auditors’ Report thereon, Secretarial Auditors’ Report and review of
financial statements by the Comptroller and Auditor General of India (C&AG).

2.0 Financial Summary and State of Company’s Affairs

The summarized financial performance of Your Company during the year and the previous year are as under:

Note: The figures have been rounded-off to approximate Crores.

The above numbers are extracted from the financial statements prepared
in accordance with the Indian Accounting Standards (Ind-AS), in
compliance with the Companies (Accounts) Rules, 2014 and Accounting
Standards notified under Section 133 of the Companies Act, 2013, read
with the Companies (Indian Accounting Standards) Rules, 2015 as
amended.

Any regulation/ guidance/ clarifications/ directions issued by the
Government of India, Reserve Bank of India or by any other Regulators
of Your Company will be implemented by Your Company as and when
they are issued / applicable.

3.0 Financial Performance

During the financial year, Your Company reported a Standalone Profit
After Tax (PAT) of ?43.80 crore, compared to ?128.25 crore in the
previous year. Total Comprehensive Income stood at ?21.39 crore, down
from ?88.10 crore last year. The decline in profitability was primarily
due to reduced interest income. Several strategic initiatives aimed at
enhancing recoveries and strengthening advisory services, have led to
improved cash flows and a healthier balance sheet. As of the current
financial year, the Provision Coverage Ratio is 69.31%, while the Capital

Adequacy Ratio stood at (-)23.04%, an improvement from (-)48.35%
in the previous year. Tier-I Capital also improved to (-)23.04% from
(-)48.36%. On a consolidated basis, Your Company achieved a PAT
of ?348.61 crore, up from ?241.05 crore in the previous year. Total
Comprehensive Income surged to ?7,010.70 crore from ?575.38 crore,
primarily driven by a significant increase in the fair valuation of one of
the investments owned by our subsidiary.

4.0    Sanctions, Disbursements and Recovery

During the FY 2024-25, Your Company did not sanction any new loans.
There were also no disbursements towards loans/advances during
FY 2024-25.

Your Company actively pursued recovery from Non-Performing Assets
(NPAs), thereby recovering ?580 crore out of NPAs & Security Receipts
(SRs) during FY 2024-25.

Your Company remains committed to continue its aggressive approach
towards recovery from NPAs and stressed assets through multi-pronged
resolution modes and strategies.

5.0    Treasury, Investment and Forex Operations

Your Company has been cautious in investing the surplus fund across

diversified instruments with the focus on safety while making every effort
toward maximizing yield in consonance with liquidity management.

In Rupee operations, the objective has been to manage the surplus
funds effectively with minimum risk and deployment of surplus fund
to earn optimum return. The underlying investment principles were
safety, liquidity and risk containment and accordingly Your Company
invested only in Treasury Bills, Government Securities, Fixed Deposits
and Mutual Funds Schemes. Average deployment during the year was
?1,145.18 crore against ?887.91 crore in FY 2023-24 and the annualized
return was 7.28%. During the year under report, Your Company
registered an Interest Income of ?107.99 crore from investment against
?45.44 crore during the previous year. The interest income was higher
due to higher interest rate and higher liquidity.

Net investment portfolio of Your Company as on March 31, 2025 stood
at ?2,477 crore as against ?2,959 crore at the end of previous financial
year.

The Foreign Currency (FC) operations were confined to servicing FC
liabilities and the outstanding KfW loan of ?334.25 crore was prepaid on
April 18, 2024.

6.0 Resource Mobilization and Borrowing Profile

During the year, Your Company was not able to mobilize fresh resources
due to rating constraints and weak financial parameters. However,
through effective liquidity management, Your Company has serviced its
liabilities on and before due dates. During FY 2024-25 Your Company
serviced debt of ?1,923 crore (?1,373 crore principal and ?550 crore
interest) which included payments due on March 31, 2025.

The Principal liability outstanding of Your Company as on March 31,
2025 was ?3,778.05 crore comprising of only Rupee Borrowing. There
was no Foreign Currency Loan as on March 31, 2025. Interest liability
outstanding (i.e. interest accrued but not due) on borrowings as on
March 31, 2025 was ?571 crore. The broad instrument wise breakup of
outstanding borrowings as on March 31, 2025 is indicated below:

Your Company is committed to maintaining a high standard of Investor
services and devotes considerable effort to identify and follow best
practices for timely resolution of investor complaints. Your Company has
taken various investor friendly initiatives such as encouraging updation
of KYC details with R&TA, dematerialization of securities, electronic
payment of interest & redemption proceeds and implementation of an
online service request portal for registering investor requests etc.

7.0 Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo

Conservation of Energy- The Company’s operations do not involve
any manufacturing or processing activities.
It provides financial assistance to the
industries and thereby requires normal
consumption of electricity. Accordingly,

the provisions of Section 134 (3) (m) of the
Companies Act, 2013 read with Rule 8 (3) of
Companies (Accounts) Rules, 2014 are not
applicable on the Company. Nevertheless,
Your Company has prioritized energy
efficiency. Further, IFCI Tower had been
awarded Gold Certification from the Indian
Green Building Council.

Technology Absorption- Information Technology (IT) has
transformed business operations across all
sectors of the economy. At Your Company,
our in-house team of IT professionals
developed a system known as “Centralized
Integrated Information System” (CIIS),
which primarily supports major business
functions as well as non-core functions. This
system has been successfully operational
for over 20 years and has been consistently
upgraded to meet evolving requirements.
Your Company ensures proper data
backup and has a Disaster Recovery Site
to safeguard data and business information
systems. Your Company has designed &
developed and manages web portals for
Government of India (GoI) for various
Production Linked Incentive (PLI) schemes
and other Government schemes. Your
Company has also developed Application
Programming Interfaces (APIs) for National
Testing Agency (NTA) to carry out Aadhar
based verification for candidates appearing
for NEET examination. Additionally, more
meetings were convened using Webex
Meetings and Teams Meeting to facilitate
streamlined video communication and
live content sharing during the year. This
enhancement also enables shareholders to
attend AGM/EGM through Webex.

our Company has taken the following initiatives during FY 2024-25:-

Under digitization drive, Migrated Document Management System,
documents and files to Oracle database with encryption. A module has
been developed to enable secure document and file access through the CIIS
module.

Developed and deployed an application software module for capturing
details of holding of shares by contractual employees and their relatives,
in compliance with SEBI regulations. New modules were also developed
in-house for various functions.

Implemented Manage-Engine software to streamline the process of incident
reporting, tracking and resolution.

Strengthened Network and Infrastructure security through regular
Information System (IS) audits, timely patch updates.

Completion of accessibility audit to assess the usability of the IFCI website
for visually challenged individuals, in compliance with the provisions of the
Rights of Persons with Disabilities (RPwD) Act, 2016.

Further, no technology was imported during the year and no expenditure
was incurred on R&D activities.

.0 Foreign Exchange Earnings and Outgo

During the FY 2024-25, Foreign Exchange outflows were ~'332.66
crore and there was no foreign exchange earnings.

.0 Internal Financial Controls

Your Company has sound Internal Financial Controls over financial
reporting through policies and procedural manuals, designed to provide
reasonable assurance regarding the reliability of financial reporting and

preparation of financial statements for external purposes in accordance
with Generally Accepted Accounting Principles. The entity level control
framework, designed and implemented in earlier years, was subjected to
sample tests, for various processes, during the year under report by a well
experienced Internal Audit Team of Your Company with a frequency
parallel with Internal Audit. Based on the satisfaction over the operating
effectiveness of the Internal Financial Controls, the Board of Directors
believes that adequate Internal Financial Controls exist and are operating
effectively.

10.0    Vigilance

Your Company has a dedicated Vigilance Department at Head Office
headed by Chief Vigilance Officer, to take care of vigilance matters of
IFCI, its Regional Offices & Subsidiaries.

The comprehensive functioning of the Department is divided into
Preventive Vigilance, Detective Vigilance and Punitive Vigilance.

With amplified prominence given to Preventive Vigilance, the
department conducts inspection of various offices from time to time.
The findings observed are shared with subsidiaries and the concerned
departments for taking various steps, to initiate corrective measures or
systemic improvements. It also advises the Management for systemic
improvement, from time to time. It ensures disposal of complaints,
disciplinary matters and other referred cases as per extant guidelines.

The Vigilance Awareness week is celebrated every year, to promote
ethical practices. During the year, Vigilance Awareness week was
celebrated from October 28 to November 03, 2024 with the theme
“icCutrfl d if l IP? d if’ “Culture of Integrity for
Nation’s Prosperity”.

11.0    Whistle Blower Policy

The Company has put in place a Whistle Blower Policy / Vigil Mechanism
in terms of the provisions of Section 177 (9) and (10) of the Companies
Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (Listing Regulations).
Under the Whistle Blower Policy, Director(s) and employee(s) of IFCI,
can report to the Management their concerns about unethical behavior,
actual or suspected fraud or violation of the IFCI’s code of conduct
or ethics policy with adequate safeguards to them against any sort of
victimization on raising an alarm. The Policy also provides for direct
access to the Chairman of the Audit Committee in exceptional cases.
The Whistle Blower Policy is available on the link https://www.ifciltd.
com/2025/Whistle%20Blower%20Policy Vigil%20Mechanism.pdf.

12.0    Disclosure as per Sexual Harassment of Women At Workplace
(Prevention, Prohibition And Redressal) Act, 2013

An Internal Complaint Committee has been formed and the Members of
the said Committee, as on 31/03/2025, are as under:

1.    Smt. Pooja Mahajan (CGM) - Presiding Officer

2.    Smt. Lata Lochav - External Member

3.    General Manager (HR)

4.    Smt. Shikha Gupta, DGM

5.    Smt. Trina Tejaswini, DGM (Law)

In the absence of any of the aforesaid internal members, Smt. Priyanka
Sharma, DGM is the alternate member. The quorum of the Committee
shall comprise of all members.

A brief of the complaints received under Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is as
under:-

13.0    Compliance of the provisions relating to Maternity Benefit Act, 1961.

Your Company is complying with all the provisions of Maternity Benefit
Act, 1961.

4.0    Right To Information

IFCI has implemented the Right to Information Act, 2005 from 2013
onwards following the applicability of the RTI Act, 2005 to IFCI and
has been providing information under RTI Act to the citizens ensuring
transparency and fairness in its business activities. IFCI in compliance
with the provisions of Section 4 of the Right to Information Act, 2005
has made necessary disclosures which are available on the website of
Your Company at www.ifciltd.com. IFCI has designated a Central Public
Information Officer (CPIO) and First Appellate Authority (FAA) at its
Head Office, New Delhi and also designated the Regional Office Heads
at its Regional Offices as Central Assistant Public Information Officers
(CAPIOs) to facilitate dissemination of information on PAN-India basis.
IFCI had also designated a Transparency Officer in pursuance to the
Central Information Commission’s directive dated November 15, 2010.
Further, the Right to Information Act, 2005 (RTI Act) has also been
uploaded on the website of the Company for first hand information of
the provisions of the RTI Act. The RTI Manual has also been uploaded
on the website of IFCI Ltd. for easy access to the information. The RTI
Applications & their respective replies along with RTI Appeals & their
respective decisions are also uploaded on the website of IFCI Ltd. in
compliance with the Statutory directions. IFCI received a total number
of 90 RTI Applications and 35 RTI Appeals in FY 2024-2025 which were
dealt with as per the provisions of the RTI Act, 2005.

5.0    Promotion of Rajbhasha:

Your Company takes pride for complying with Official Language
Act 1963 of the Government, for which Official Language
Implementation Committees (OLICs) has been set up in the Head Office
as well as in the Regional Offices. Quarterly meetings of OLIC are being
regularly held to review the progress of the use of Hindi. All Computers
available within the Company have Unicode facility and its website is
also bilingual for the benefit of shareholders and general public. During
the year, Hindi competitions as well as Hindi workshops were organized
by Your Company for promotion of Rajbhasha within IFCI. Further,
many officers from Your Company participated in various competitions
organized by Nagar Rajbhasha Karyanvyan Samiti and some of them
emerged as winners in these competitions.

6.0    Management Discussion and Analysis

. Industry Structure and Developments *

The global economic expansion steadily continued in 2024, although
growth was uneven amidst geopolitical tensions, geo-economic
fragmentation, heightened trade tensions and elevated public debt.
According to the International Monetary Fund, global growth at 3.3% in
2024 (3.5% a year ago) was below the historical average (2000-19) of 3.7%.

Amidst challenging global economic environment, the Indian economy
exhibited resilience during 2024-25, supported by robust macroeconomic
fundamentals and proactive policy measures. Though the real gross

*Source: Excerpts from the RBI Annual Report 2024-25 and RBI
Financial Stability Report June 2025.

domestic product growth moderated to 6.5% in 2024-25, India remained
the fastest growing major economy. Economic activity was supported
by an improvement in consumption demand and net exports on the
expenditure side, and buoyant services sector and recovery in agricultural
production on the supply side.

Growth in Gross Value Added (GVA) in the agriculture and allied sectors
in 2024-25 stood at 4.6% as compared with 2.7% a year ago, driven by
record food grains production aided by adequate reservoir levels and
favorable weather conditions. Growth in industrial sector moderated to
4.3% in 2024-25, primarily due to deceleration in manufacturing GVA.
The Production Linked Incentive (PLI) schemes helped to steer growth
across several key manufacturing industries. As of November 2024,
investment under PLI scheme reached 57% of the aggregate committed
target under the schemes. The services sector, with a share of 64.1% in
GVA, remained the mainstay of aggregate supply with a growth of 7.5%
in 2024-25.

As per June 2025 Financial Stability Report of the Reserve Bank of
India, the economy is growing at a healthy pace, with the financial
system meeting the financing needs of all sectors of the real economy.
The resilience of the banking system has been pivotal to the strength
of the Indian Financial System. Scheduled Commercial Banks (SCBs)
continued to record improvement in their asset quality, with the GNPA
ratio and NNPA ratio declining to multi-decadal lows of 2.3% and 0.5%,
respectively. The half-yearly slippage ratio, measuring new accretions to
NPAs as a share of standard advances at the beginning of the half-year,
remained stable at 0.7%. As of March 2025, the capital to risk weighted
assets ratio of SCBs increased to a record high of 17.3%. The profitability
of SCBs remained strong in 2024-25, with profit after tax increasing by
16.9% (y-o-y).

On fiscal front, the Central Government continued with its efforts
towards fiscal consolidation, supported by buoyant tax revenues, while
maintaining the thrust on expenditure quality. A modest current account
deficit and adequate forex reserves provided resilience to the external
sector even as capital flows exhibited volatility.

Non-Banking Financial Companies (NBFCs)

As per RBI’s Annual Report 2024-25, aggregate credit extended by
NBFCs expanded in double digits as at end December 2024 although
growth in unsecured lending moderated. Profitability indicators and
NPA ratios continued to improve further during this period, while capital
adequacy ratio remained robust.

In terms of the Financial Stability Report brought out by the Reserve
Bank of India in June 2025, the credit growth of NBFCs (Upper and
Middle Layers) rose to 20.7% (y-o-y) in March 2025 from 16.0% in
September 2024. Considering activity based classification, credit growth

for the second largest category of NBFCs (in terms of outstanding loans),
viz., NBFC-IFCs has risen, vis-a-vis March 2024. NBFC-MFI’s portfolio
contracted in H2:2024-25 as lenders exercised prudence in response to
the stress in the portfolio.

Delinquency level in both NBFC-UL and NBFC-ML improved. GNPA
ratio of Government-owned NBFCs (58.7% share in advances by NBFC-
ML) improved to 1.4% while that of privately owned NBFCs of NBFC-
ML remained at similar level (5.2%) as in September 2024. The system
level CRAR of NBFCs was healthy at 25.8% in March 2025. NBFC-UL
were consistently maintaining an elevated NIM at around 8%, as against
around 4% by NBFC-ML. Consequently, profitability of NBFC-UL was
much higher than that of NBFC-ML in terms of ROA and ROE. On the
liquidity front, NBFC-UL were more vulnerable, given that they had a
higher proportion of short-term liabilities to total assets in comparison
with NBFC-ML. The share of long-term assets in total assets of NBFC-
UL stood at 55.0% as against nearly two-thirds for NBFC-ML.

Opportunities & Threats

To make India self-sufficient, minimize import dependence, create
global industrial champions within India and to ‘Make in India for the
world’, the Government of India has launched several Production Linked
Incentive (PLI) schemes. There has also been focus on self-sufficiency
in healthcare for which the Government of India launched Bulk Drugs
and Medical Device Parks. At present, IFCI is the Project Management
Advisor (PMA) for 10 out of the 14 PLI schemes.

Your Company’s endeavor to become a preferred partner (in the capacity
of Project Monitoring / Nodal Agency) for the PLI Schemes and other
schemes of the Government of India has provided not only an additional
revenue stream but also lot of visibility.

PLI Schemes are the cornerstone of the Government of India’s push for
achieving an Aatma Nirbhar Bharat. The objective is to make domestic
manufacturing globally competitive and to create global champions
in manufacturing. The strategy behind the PLI schemes is to offer
companies incentives on incremental sales from products manufactured
in India, over the base year. They have been specifically designed to
boost domestic manufacturing in sunrise and strategic sectors, curb
cheaper imports and reduce import bills, improve cost competitiveness
of domestically manufactured goods, and enhance domestic capacity and
exports.

As part of Your Company’s strategy to diversify into advisory services,
Your Company has continued to bag schemes of the Government of
India during FY 2024-25 which included Electric Mobility Promotion
Scheme-2024 (EMPS), Scheme to Promote Manufacturing of Electric

Passenger Cars (SMEC), PM E-Drive, IT hardware 2.0.

Following are the PLI and other Schemes of Government of India, where
IFCI has been appointed as the Nodal Agency / Project Management

Agency (PMA):

In its endeavour to contribute to the net zero emission targets ot the nation, Youi
Company had set up a new advisory vertical during the previous financial year to
provide a gamut of ESG (Environment, Social & Governance) and sustainability
services. The vertical has developed a comprehensive ESG tech platform foi
banks and corporates for providing end-to-end ESG services.

Towards fostering growth of Small and Medium Enterprises (SMEs) in the
Country, Your Company signed a Memorandum of Understanding (MoU) with
BSE during the year. Under the MoU, Your Company shall carry out financia
appraisal and due diligence of SMEs aspiring to list on SME exchanges anc
advance ESG practices amongst SMEs in India. IFCI has also conducted a
workshop on Strategic Partnership & Business Opportunities for Aspiring
SMEs.

During the year, Your Company reduced its borrowing by 28% which wa
backed by advisory income and recoveries. Your Company has continued it
aggressive focus on resolution of stressed assets and Non-Performing Assets
(NPAs), by adopting multi-pronged strategies.

Your Company focuses on group synergies and value maximization at the
Group level. IFCI through its subsidiary StockHolding Corporation of India
Limited (SHCIL), is making contribution in promotion of digital economy ir
the Country.

SHCIL, a subsidiary of IFCI Limited, is one of the largest Depository
Participants in the Country besides being the Country’s premier custodian anc
provides post trading and custodial services to institutional investors, mutua
funds, banks, insurance companies, etc. It also acts as a Central Record Keeping
Agency (CRA) for collection of stamp duty, e-court fee and e-registration ir
various States and Union Territories (UTs). There has been massive penetration
of e-stamping across the Country, which has not only contributed to financia
gains by virtue of cost savings but has also curbed revenue leakage. It has also
reduced paper consumption contributing to broader ecological sustainability

SHCIL, has had a transformative impact on e-Stamping in India at present
during FY 2024-25, Stock Holding has launched e-stamping in the state of Goa.

IFCI Venture Capital Funds Limited (IVCF), another subsidiary of IFCI, is
promoting social sector initiatives of Government of India. Government of India
has launched several ‘First of their kind schemes’ to support entrepreneurship
among marginalized sections of the society. The schemes managed by IVCF
are Venture Capital Fund for Scheduled Castes (VCF-SC) including Ambedkar
Social Innovation Incubation Mission (ASIIM), Venture Capital Fund for
Backward Classes (VCF-BC), Venture Capital Fund for Scheduled Tribes
(VCF-ST) and SAGE Venture Fund (SAGE).

During FY 2024-25, IVCF signed an MoU with DICCI, CII to facilitate
financial inclusion and economic growth of SC/ST Entrepreneurs. Further,
IVCF signed an MoU with Startup TN to promote entrepreneurship amongst SC
and backward sections of society.

In coordination with Ministry of Tribal Affairs, a symposium on Development
of Startup Ecosystem among Scheduled Tribe was organized by IVCF to bring
together major stakeholders viz. VC Funds and Impact Investors to discuss
strategies for empowering tribal entrepreneurs and fostering inclusive growth.
Further, during FY 2024-25, IVCF organized several webinars / seminars across
schemes to raise awareness among stakeholders.

The details of all the subsidiaries are available on the website of IFCI at
www.ifciltd.com.

Your Company received a communication from Department of Financial
Services (DFS), Ministry of Finance, vide letter F.No.2/22/2016-IF-1 dated
November 22, 2024 according In-principle approval to consider ‘Consolidation
of IFCI Group’ which entails Merger / Amalgamation of IFCI Limited and
StockHolding Corporation of India Limited and other group companies of IFCI
Limited as follows:

S.    Particulars    Details

No.

i    Consolidation    Consolidation    of StockHolding Corporation

at the Company of India Limited, IFCI Factors Limited, IFCI
Level    Infrastructure Development Limited and IIDL

Realtors Limited with IFCI Limited, the Listed

Entity._

ii    Consolidation    of    Consolidation    of StockHolding Services

Broking Business    Limited, IFCI    Financial Services Limited, IFIN

Entities / some of Commodities Limited and IFIN Credit Limited
their subsidiaries into a single entity, which will be a direct

subsidiary of the consolidated listed entity at S.

No. (i) above.

iii    Other Group    Other Group    entities - i.e. StockHolding

entities may    Document Management Services Limited,

continue as direct StockHolding Securities IFSC Limited, IFIN
subsidiaries of the Securities Finance Limited, IFCI Venture Capital
Company    Funds Limited and MPCON Limited shall be

direct subsidiaries of the consolidated listed entity

at S.No. (i) above.

DFS has advised to take further necessary action and to commence the process
in accordance with the applicable laws, rules, regulations etc.

At the meeting held on November 22, 2024, the Board of accorded In-principle
approval to consider Consolidation of IFCI Group as stated above, and to
commence the process for the same, in accordance with the regulatory/ statutory/
applicable laws, rules, regulations, guidelines, framework and standards etc.

Your Company has appointed a Transaction Advisor for carrying out
consolidation process. As per evaluation of the Transaction Advisor, the Board
of IFCI Limited at its meeting held on July 14, 2025, recommended to the
Government of India for approval of the Group Consolidation as follows:

S.    Particulars    Details

No.

i    Consolidation at the    Consolidation of StockHolding Corporation

Company Level of India Limited, IFCI Factors Limited, IFCI

Infrastructure Development Limited and IIDL
^(Merger 1⁾    Realtors Private Limited with IFCI Limited, the

Listed Entity. IFCI Limited (the consolidated
entity) is proposed to remain as an NBFC
and will continue to explore opportunities in
custodial services, e-stamping, advisory etc.
along with lending.

ii    Consolidation of    Consolidation of StockHolding Services

Broking Business    Limited, IFCI Financial Services Limited, IFIN

Entities / some of    Commodities Limited, IFIN Credit Limited and

their subsidiaries    IFIN Securities Finance Limited into a single

entity, which will be a direct subsidiary of IFCI
^{(Merger 2)}    Limited i.e. the consolidated listed entity at

S. No. (i) above.

iii    Other Group    StockHolding Document Management Services

entities may    Limited, StockHolding Securities IFSC

continue as direct    Limited, IFCI Venture Capital Funds Limited

subsidiaries of the    and MPCON Limited shall be direct subsidiaries

Company    of IFCI Limited i.e. the consolidated listed

entity at S.No. (i) above.

The Board further recommended divestment of IFCI’s shareholding in MPCON
Limited, a direct subsidiary of IFCI Limited to the Government of India for
approval.

The above consolidation and divestment are subject to the applicable regulatory
/statutory approvals and applicable laws, rules, regulations, guidelines,
framework and standards, etc.

4. Segment-Wise or Product-Wise Performance

Your Company’s main business is to provide financial assistance and it
operates under single segment reporting framework.

As per RBI’s June 2025 Financial Stability Report (FSR), the near-term
global financial stability risks have risen significantly, driven by heightened
geopolitical tensions and economic and trade policy uncertainties. Shifting
US trade policies and lack of clarity surrounding its economic policies
triggered a spike in volatility and sharp price declines across a range of
markets. Consequently, financial conditions have tightened, and growth
prospects have weakened. Though markets have recovered from the early-
April lows due to sharp tariff hikes, considerable uncertainty persists about
the evolution of trade patterns and economic outlook. Moreover, despite the
recent market turmoil, asset valuations in several markets stay high relative
to fundamentals and risks remain concentrated with exposures to a few large
technology firms. Overall, global financial stability risks remain elevated,
as unprecedented trade and policy uncertainties and unpredictability could
potentially interact with the existing vulnerabilities - rising public debt, high
leverage in the non-banking financial intermediaries sector and stretched
asset valuations - to amplify adverse shocks.

Citing escalation in trade tensions and elevated policy uncertainty, the
International Monetary Fund in its April 2025 World Economic Outlook
has revised global growth projection downwards to 2.8% in 2025 and 3.0%
in 2026. Other multilateral agencies have also lowered their global growth
forecasts. The Organisation for Economic Co-operation and Development
(OECD), in its Economic Outlook released in June 2025, has revised the
global GDP growth forecast for 2025 to 2.9%. Similarly, the World Bank,
in its June 2025 Global Economic Prospects, projected global GDP growth
(using PPP weights) to decelerate from 3.3% in 2024 to 2.9% in 2025. As
per RBI’s Annual Report, 2024-25, the global economy in 2025 is likely
to grow not only below its historical average (2000-19) of 3.7%, but also
below the growth of 3.3% in 2024.

The Indian economy is growing at a healthy pace, supported by strong
macroeconomic fundamentals, it remained the fastest growing major
economy in the world during 2024-25. The outlook for the Indian economy
remains promising in 2025-26, supported by revival in consumption
demand, government’s continued thrust on capex while adhering to the
path of fiscal consolidation, healthy balance sheets of banks and corporates,
easing financial conditions, continuing resilience of the services sector
and strengthening of consumer and business optimism, besides sound
macroeconomic fundamentals.

The prospects for agriculture sector appear favourable in 2025-26 on the back
of expected above normal south-west monsoon and several productivity¬
enhancing government policies. Manufacturing sector is expected to
gain further traction in 2025-26 supported by improvement in domestic
demand, higher capacity utilisation, healthy balance sheets of corporates
and banks, and consumer and business optimism. The government’s focus
on widening the manufacturing base and the policy support through the
ongoing PLI scheme and National Manufacturing Mission is expected to
further strengthen ‘Make in India’ initiative. The construction sector is also
expected to continue its robust performance in 2025-26.

Amidst elevated global economic and trade policy uncertainties, the
Indian economy continues to display resilience, underpinned by strong
macroeconomic fundamentals and robust financial system. Moreover, as
India’s growth is largely dependent on domestic demand, the impact of
external shocks remained limited. The continued momentum in various high
frequency indicators of services sector, robust agricultural production and
above normal southwest monsoon forecasts, and strong goods and services
tax collections underscore the sustained momentum and resilience of the
economy. The headwinds from protracted geopolitical tensions, elevated
uncertainty and trade disruptions, and weather-related uncertainty pose
downside risks to growth. Moreover, deceleration in global growth will
act as a drag on domestic output. The near-term and medium-term outlook
gives greater confidence of a durable alignment of headline inflation with
the target of 4%.

*Source: Excerpts from the RBI Annual Report 2024-25 and RBI Financial

India’s fiscal position and credibility has enhanced significantly in recent
years on account of ongoing fiscal consolidation, improvement in the
quality of expenditure and earmarking of debt-to-GDP as the nominal
anchor for the central government’s fiscal policy. The resilience of the
external sector has been a key contributing factor to India’s macroeconomic
and financial stability. Current account deficit at 0.6% of GDP during 2024¬
25 remains eminently manageable, supported by sustained buoyancy in
services exports and remittances. In the capital account, high gross foreign
direct investment during 2024-25 indicates that India continues to remain
an attractive investment destination. The net capital flows, however, fell
short of CAD during 2024-25, leading to a depletion in foreign exchange
reserves. Notwithstanding the uncertainty surrounding the trade outlook,
India’s external vulnerability indicators remain robust and continue to
show improvement. Foreign exchange reserves at US$ 697.9 billion, as on
June 20, 2025, are sufficient to cover more than 11 months of merchandise
imports on BoP basis; external debt stood at a moderate 19.1% of GDP at
end March 2025; the share of short-term debt on residual maturity basis
stood at 45.4% of foreign exchange reserves at end March 2025; and net
international investment position improved.

Going forward, the easing of supply chain pressures, softening of global
commodity prices and higher agricultural production on the back of a likely
above-normal south-west monsoon augur well for the inflation outlook
in 2025-26. However, global financial market volatility, geopolitical
tensions, trade fragmentation, supply chain disruptions and climate-induced
uncertainties pose downside risks to the growth outlook and upside risks to
the inflation outlook. The Indian economy is poised to sustain its position
as the fastest growing major economy during 2025-26, supported by pickup
in private consumption, healthy balance sheets of banks and corporates,
easing financial conditions and the government’s continued thrust on capital
expenditure.

6.    Risks and Concerns

In order to address risks, Your Company has put in place an Integrated
Risk Management Policy (IRMP) which addresses Credit Risk, Market
Risk, Operational Risk and Asset-Liability Management, as a part of
Comprehensive Risk Management Framework which is integrated with its
business model.

The General Lending Policy, IRMP, Liquidity Risk Management and other
business policies of Your Company are reviewed periodically, keeping
in view the changing economic and business environment. The Risk
Management Vision Statement and Qualitative Risk Appetite Statements
of IFCI have also been put in place. Parameters included in the Qualitative
Risk Appetite statement are tested periodically.

Your Company assesses the Portfolio Level Risks by way of monitoring of
actual exposures against prudential limits, annual rating migration exercise,
rating distribution, mapping of internal and external ratings.

As part of Ind-AS implementation, Your Company estimates rating grade-
wise Probability of Default (PD), Loss Given Default (LGD) and Expected
Credit Loss (ECL) as part of Ind-AS implementation.

The Risk and Asset Liability Management Committee of Executive
(RALMCE), analyses the Dynamic Liquidity Position, Structural
Liquidity Gaps and Interest Rate Sensitivity positions on a periodic basis,
based on external regulatory prescriptions. The mid-office function of
Integrated treasury reports to the Risk Management function and acts as an
independent risk monitoring functionary. To manage operational risks there
are adequate internal controls and systems in place, aided and assisted by
Internal Audit, Internal Financial Controls, remote back-up of data. Disaster
Management Policy, IT security, physical security and suitable insurance of
insurable assets of Your Company as well as of the assets mortgaged to Your
Company and management of liquidity position is also in place to assess
likely impact on CRAR, profitability and liquidity.

7.    Internal Control Systems, their adequacy and Internal Audit

Your Company has adequate Internal Control System commensurate with
size, scale and complexity of its business and allied operations. The efficacy
of these internal controls is being verified by the Internal Audit Department
on a regular basis. From Financial Year 2018-19, the internal audits are

til itiwce

being carried in-house by a team of experienced personnel. The periodicity
of such audits varied from quarterly to yearly depending upon the criticality
and materiality of transaction risks based on the scope approved by the
Audit Committee of Directors.

Your Company carries out audit, based on the guidelines of Risk Based
Internal Audit (RBIA) in terms of RBI guidelines issued vide Circular dated
February 03, 2021 for all Non-Deposit taking NBFCs.

. Material Development in Human Resources, Industrial Relations
Front, Including Number of People Employed

Efficient Human Resource (HR) Management plays a vital role in driving
the Company's mission to build a positive and high-performing work
culture. Our HR efforts are focused on strengthening employee engagement,
supporting career development, and cultivating a diverse and inclusive
environment. In the financial year 2024-25, Your Company introduced
several initiatives aimed at enhancing employee productivity and providing
them with the essential skills, knowledge and competencies needed to
achieve the Company’s vision.

During FY 2024-25, there was focus on skilling of employees and about
97.45% employees were given 1,754 man-hours training in the areas of
Finance, Effective Negotiations, AI and Machine Learning, Advanced MS-
Excel, ESG, POSH, Procurement through GeM, communication skills,
leadership and other behavioral skills.

Your Company has been successful in deployment of required manpower
resources in critical roles to support IFCI's strategic objectives. Your
Company has implemented different retention strategies by offering value
proposition to deployed resources and continuous skilling and reskilling
efforts.

Your Company has successfully achieved digital integration of systems
for deployed executives, ensuring seamless alignment with IFCI’s internal
digital infrastructure. This integration allows deployed executives to access,
update and manage data through the same digital platforms and processes
used within IFCI, promoting uniformity and operational efficiency.

Delegation of Powers have been regularly reviewed and Fine-Tuned to
create platforms for consultative decision making and improve speed &
quality in delivery of assignments. The value system of the organization
is being clearly communicated to define expected behaviors and in this
direction Staff Accountability related Policies have also been strengthened.

Your Company has also prioritized employee cohesiveness and the welfare
of its employees through the arrangement of a diverse range of events and
celebrations. These include activities such as observing International Day
of Yoga, commemorating the IFCI Foundation Day, marking Independence
Day, engaging in Swatchhta Campaigns, celebrating Diwali, hosting a
New Year Event, recognizing International Women's Day, among others.
Sessions have also been organized for increasing financial awareness
amongst female employees.

Your Company has successfully developed a new Human Resource
Information System (HRIS) pertaining to Advisory Services, in its effort to
continuously streamline HR operations and better information management.

>. Welfare of SCs/STs/OBCs/EWSs/PwDs

Your Company is fully committed to the Government of India’s guidelines
concerning the welfare of Scheduled Castes (SCs), Scheduled Tribes (STs),
Other Backward Classes (OBCs), Persons with Disabilities (PwDs) and
Economically Weaker Sections (EWSs), implementing these directives
both in letter and in spirit. By adhering to these guidelines, the Company
actively fosters the well-being and advancement of SCs, STs, OBCs, PwDs
and EWSs at all stages, including providing representation in training
programmes for employees from reserved categories.

As of January 01, 2025, your Company employed a total of 118 regular
employees (excluding DMD & CVO). Of these, 19 employees (16%) were
from the Other Backward Classes, 11 (9%) from the Scheduled Castes and
1 (1%) from the Scheduled Tribes.

ANNUAL STATEMENT SHOWING THE REPRESENTATION OF SCs, STs, OBCs & EWSs AS ON FIRST JANUARY OF THE YEAR 2025 AND

TVTTTV/TRTn? 017 A PPOTIVTIV/fFIVTW 1MATI17 TATTRTlVn TTTTT    PATFlVnAD VT7AR

(i)    VH stands for Visually Handicapped (persons suffering from blindness or low vision)

(ii)    HH stands for Hearing Handicapped (persons suffering from hearing impairment)

(iii)    OH stands for Orthopedically Handicapped (persons suffering from loco motor disability or cerebral palsy)

(iv)    ID stands for Intellectual Disability

22

10. Details of Significant Changes in Key Financial Ratios

The details of significant changes in Key Financial Ratios are as under:

operational income which was impacted due to decrease in interest
income on account of recognition of Stage 3 income & memo recovery.
Further, as Debtor Turnover Ratio or Inventory Turnover Ratios are not
applicable to the company (NBFC), the same has not been incorporated
in the Table above.

The Return on Net Worth declined due to decrease in total comprehensive
income to ?21.93 crore in FY 2024-25 from ?88.10 crore in FY 2023-24.

17.0    Corporate Social Responsibility (CSR)

1.    IFCI Social Foundation (ISF)

IFCI has always strived to conduct its business holistically and
responsibly. At IFCI, along with economic performance, community and
social stewardship have been key factors for its holistic business growth.
IFCI has been an early adopter of Corporate Social Responsibility (CSR)
initiatives and has been involved in socially relevant activities ever since
its inception in 1948. Today, it continues to work towards social and
community development and areas needing focus and attention, through
the IFCI Social Foundation (ISF), a registered Trust established in 2014
(MCA Registration No. CSR00005110). ISF has been functioning as
an arm for CSR activities of IFCI and IFCI Group. ISF is guided by
its values viz. Inclusiveness, Integrity, Commitment and Passion with
the overall vision “To be one of India’s premier CSR Institutions and
strive to make sustainable social impact with inclusiveness”. Its major
focus has been in areas of Education, Skill Development, Healthcare
and Sanitation, Poverty Alleviation, Women Empowerment and Social
Welfare of Women and Girl Child. IFCI and ISF through its CSR projects
have covered almost 23 states and Union Territories in India. The trust
is registered for exemptions u/s 12A & 80G of the Income Tax Act. The
trust is also registered with Ministry of Corporate Affairs in line with
CSR Amendment Rules, 2021.

2.    CSR Expenditure / Allocation

As the Average Net Profit of IFCI Ltd for the last preceding three years
was negative, IFCI was not required to allocate any amount for CSR
activities for FY 2024-25. Pursuant to the amendment in the Companies
(Corporate Social Responsibility Policy) Rules, 2014, the Annual Report
on CSR activities forms part of Board’s Report at Annexure - I.

18.0    Cautionary Statement

Certain Statements in Management Discussion and Analysis describing
the Company’s objectives, estimates and expectations may be ‘forward

looking’ within the meaning of applicable laws and regulations. Actual
results might differ materially from those expressed or implied.

19.0    Details of Directors and Key Managerial Personnel (KMP) appointed
/ ceased or resigned during the year

Following were the changes in Directors and Key Managerial Personnel
during the FY 2024-25 and till the date of signing of this Board’s Report:

a)    The Government vide its Order dated March 27, 2024 had
nominated Shri Jitendra Asati, Director, DFS, (DIN: 10042542) on
the Board of the Company as Government Director. Accordingly,
Shri Jitendra Asati, Director, DFS was appointed as Director on the
Board of Your Company w.e.f. April 04, 2024.

b)    The Government vide its Order dated March 27, 2024 had nominated
Shri Surjith Karthikeyan, Director, DFS, (DIN: 09634785) on the
Board of the Company as Government Director. Accordingly, Shri
Surjith Karthikeyan, Director, DFS was appointed as Director on
the Board of Your Company w.e.f. April 04, 2024.

c)    The Government vide its Order dated April 03, 2024 had extended
the tenure of Shri Manoj Mittal, MD & CEO (DIN: 01400076) of
the Company for further period of 2 years beyond his current tenure
ending on June 11, 2024, i.e. from 12.06.2024 till 11.06.2026, or
until further orders, whichever is earlier. Later, the Government
vide its Order dated July 26, 2024, had appointed Shri Manoj
Mittal as Chairman & Managing Director (CMD), Small Industries
Development Bank of India (SIDBI) for a period of 3 years from
the date of assumption of charge of the post or until further orders,
whichever is earlier. In view of the assumption of his charge as
CMD of SIDBI w.e.f. July 27, 2024, Shri Manoj Mittal ceased to
be the MD & CEO of IFCI Ltd., w.e.f. July 27, 2024.

d)    The Government vide its order dated March 21, 2025, appointed
Shri Rahul Bhave (DIN: 09077979) as Managing Director & Chief
Executive Officer (MD & CEO) on the Board of Your Company.
Consequently, Shri Bhave ceased to be Deputy Managing Director
(DMD) of Company and assumed charge as MD & CEO of
Your Company w.e.f. March 21, 2025 (forenoon). Pursuant to
Regulation 17(1C) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the approval of shareholders
will be obtained at ensuing AGM.

e)    Shri Surjith Karthikeyan (DIN: 09634785), Government Director,
ceased to be on the Board of the Company w.e.f. July 29, 2025,
upon withdrawal of nomination by the Government of India.

f)    The Government vide its Order dated July 24, 2025 (communication
received on July 29, 2025) had nominated Shri Shailesh Kumar,
Deputy Secretary, Department of Financial Services (DFS), on the
Board of the Company as Government Director. Accordingly, Shri
Shailesh Kumar, Deputy Secretary, DFS was appointed as Director
on the Board of Your Company w.e.f. August 05, 2025. Pursuant
to Regulation 17 (1C) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the approval of shareholders
will be obtained at ensuing AGM.

g)    Shri Surendra Behera (DIN: 09784122), Non-Executive Director
ceased to be on the Board of the Company w.e.f. August 19, 2025,
upon resignation.

h)    Shri Rajeev Sachdev was appointed as Additional Director (Non¬
Executive-Non-Independent) by the Board w.e.f. August 25, 2025.
Pursuant to Regulation 17(IC) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the approval of
shareholders will be obtained at ensuing AGM.

i)    Shri Arvind Kumar Jain (DIN: 07911109) will retire by rotation
at the conclusion of the forthcoming Annual General Meeting and
being eligible has offered himself for re-appointment.

20.0    Corporate Governance & Compliances

A detailed report on Corporate Governance as stipulated under SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015
(SEBI Listing Regulations) is attached to the Annual Report.

a)    The credit ratings assigned to the various financial facilities /
instruments of the Company during the Financial Year 2024-25 is
provided in the Corporate Governance Report forming part of this
Annual Report.

b)    The details of the Meetings of the Board of Directors and the
Audit Committee forms part of the Corporate Governance Report
appearing separately in the Annual Report. Further, there has been
no instance during the FY under report where the Board has not
accepted the recommendations of the Audit Committee.

c)    The details of composition of Board & Committees and number
of Meetings of the Board & its Committees held during the
year, forms part of the Corporate Governance Report appearing
separately in the Annual Report.

d)    Pursuant to the provisions of the Companies Act, 2013 and SEBI
Listing Regulations, the Company is required to place various
Policies / Documents / Details on the Website of the Company.
The Company has a functional website www.ifciltd.com and all the
requisite information are uploaded thereat and available at https://
www.ifciltd.com/?q=en/content/dis closure-under- regulation-46-
and-62-sebi-%E2%80%93-lodr.

e)    During the Financial Year 2024-25, the Company did not had
requisite number of Independent Directors (including woman
Independent Director) on the Board, as per the requirement of the
Companies Act, 2013 & SEBI Listing Regulations. However, IFCI
being a Government Company, the power to appoint Independent
Directors vests with the Ministry administratively in-charge of the
Company.

f)    As stipulated under the SEBI Listing Regulations, the Business
Responsibility and Sustainability Report (‘BRSR’) forms part of
the Annual Report for the FY 2024-25.

g)    During the Financial Year 2024-25, neither the Statutory Auditors
nor the Secretarial Auditors have reported any fraud in their
respective Audit Reports.

h)    The Company is in compliance with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India
and approved by the Central Government under Section 118 (10)
of the Companies Act, 2013. Further, during the Financial Year
2024-25, all returns / data / statements submitted by concerned
departments as advised by RBI, SEBI and other Regulatory
Authorities have been submitted.

i)    Key initiatives taken for Investor services continued to be of
utmost importance for Your Company. Investors’ grievances
received in physical or electronic form or through web-based query
submission system, were taken up promptly and redressed.

j)    The Independent Director of the Company as on March 31, 2025
has declared that he meets the citeria of independence as laid down
under Section 149 (6) of the Companies Act, 2013 (the Act) and
Regulation 16(1)(b) of SEBI LODR and has provided declaration
under Section 149(7) of the Act and Regulation 25 of SEBI LODR.

21.0 Other Disclosures:

a)    Your Company has made an application to the Registrar of
Companies (ROC) - Delhi & Haryana to grant extension of time
for holding the Annual General Meeting of Your Company for the
Financial Year ended March 31, 2025. Accordingly, this Annual
General Meeting is being convened within the time period allowed
by the ROC.

b)    In view of the insufficient profits during the Financial Year 2024¬
25, no dividend has been recommended on equity shares. Also,
as per the provisions of SEBI Listing Regulations, the Company
has formulated a Dividend Distribution Policy which is available
on the website of Your Company at https://www.ifciltd.com/2025/
IFCI_Limited%20Equity%20Dividend%20Distribution%20
Policy.pdf. During the FY 2024-25, Your Company did not transfer
any amount to any reserve.

c)    During the FY 2024-25, there was no Company which has
become or ceased to be Subsidiaries, Joint Venture or Associate

Company of IFCI Ltd. As on March 31, 2025, the Company has
2 ‘Material Subsidiaries’ viz. Stock Holding Corporation of India
Ltd., and MPCON Ltd. Policy on Determining Material Subsidiary
is available on the website of the Company at https://www.
ifciltd.com/2025/Policy%20for%20Determination%20of%20
Material%20Subsidiary.pdf. Details on performance and financial
position of subsidiaries, associates and joint venture during the
FY 2024-25 can be referred from Form AOC-1 forming part of
this Annual Report. Further, IFCI Infrastructure Development Ltd.
ceased to be the Material Subsidiary of the Company as on March
31, 2025.

d) Change in the Capital structure of the Company during the FY
2024-25 is as under:

During the FY 2024-25, 12,39,77,188 number of Equity Shares
were allotted to the Promoters of the Company i.e. Government
of India (GoI) at a price of ?40.33 (Rupees Forty and Thirty Three
Paisa only) [including a premium of ?30.33 (Rupees Thirty and
Thirty Three Paisa only)] per Equity Share aggregating upto
^500,00,00,000 (Rupees Five Hundred Crore) on April 18, 2024
in Financial Year 2024-25. Consequent to the allotment of equity
shares, the shareholding of GoI increased from 70.32% to 71.72%
of the Total Paid-Up Share Capital of the Company (as on April 18,
2024).

Further, 8,07,23,280 number of Equity Shares were allotted to the
Promoters of the Company i.e. Government of India (GoI) at a
price of ?61.94 (Rupees Sixty One and Ninety Four Paisa only)
[including a premium of ?51.94 (Rupees Fifty One and Ninety Four
Paisa only)] per Equity Share aggregating upto ^500,00,00,000
(Rupees Five Hundred Crore) on February 28, 2025. Consequent
to the allotment of equity shares, the shareholding of GoI increased
from extant 71.72% to 72.57% as on February 28, 2025.

Consequent to the above allotments, as on March 31, 2025, the
Authorized Share Capital of the Company was ^50,00,00,00,000
consisting of 4,00,00,00,000 Equity Shares of ?10/- each and
1,00,00,00,000 Preference Shares of ?10/- each. The Issued
Capital of the Company is ^2761,56,17,850 consisting of
2,76,15,61,785 Equity Shares of ?10/- each, the Subscribed Capital
is ^2695,63,10,310 consisting of ^2,69,56,31,031 Equity Shares of
?10/- each and the Paid-up Capital is ^2694,31,43,310 consisting
of 2,69,43,14,331 equity shares of ?10/- each.

(e) Change in the debt structure of the Company during the FY 2024¬
25 is as under:

f)    As the Company is primarily engaged in the business of financing
Companies in the capacity of being a Non-Banking Financial
Company, therefore the provisions of Section 186 [except for
subsection (1)] of the Companies Act, 2013 are not applicable to
the Company.

g)    Your Company did not raise any public deposit during the year.

h)    During the FY 2024-25, there were no significant or material
orders passed by Regulators or Court impacting the going concern
status of the Company. Further, there has been no change in the
business of the Company during the reporting period. Further,
there have been no material changes and commitments which
affect the financial position between the end of financial year and
date of Board’s Report.

i)    Pursuant to Notification dated June 05, 2015 issued by the Ministry
of Corporate Affairs (MCA), Government Companies are exempted
from the disclosure requirements of Section 197 of the Companies
Act, 2013. Therefore, such particulars have not been included in
Board’s Report. Further, no Director of the Company, including

MD & CEO, was paid any commission during the FY 2024-25
by any of the Subsidiaries of Your Company, on whose Boards
they were Directors as nominees of Your Company. Further, the
Company has not issued any stock options to the Directors or any
employee of the Company during the FY 2024-25.

j)    In terms of the provisions of the Companies Act, 2013 (to the
extent applicable) and SEBI Listing Regulations, the Company
has framed Nomination and Remuneration Policy. However
pursuant to the exemption granted to Government Companies vide
Notification dated June 05, 2015, issued by the MCA, the Policy
has not been made part of Board’s Report.

k)    As per the provisions of the Companies Act, 2013, the Annua
Return of the Company is available on the website of the Company
at https://www.ifciltd.com/?q=en/content/financial-reports

l)    All Related Party Transactions (RPTs) entered during the yea
under report were in ordinary course of the business and at arm’s
length basis. No Material RPTs, were entered during the year by
Your Company. Accordingly, the disclosure of RPTs as required
under Section 134(3)(h) of the Companies Act, 2013, in Form
AOC-2 is not applicable and hence, do not form part of the Board’
Report.

m)    The performance evaluation of the Board, its Committees and
individual Directors was conducted by the Nomination and
Remuneration Committee and the Board. Based on the feedback
received from the Directors on the focus areas of improvement
requisite steps were taken, i.e. Directors were nominated to
attend training sessions, letters were sent on quarterly basis to the
Ministry administratively in-charge of the Company requesting
appointment of requisite number of Independent Director
(including woman Independent Director) on the Board of IFCI
The Ministry administratively in-charge of the Company is seized
of the matter. The Board had been kept informed of developmen
/ updates through circular resolutions and mails. Moreover, the
Board shall be communicated of the major developments from
time to time.

n)    No application was made or any proceedings was pending agains
Your Company under the Insolvency and Bankruptcy Code, 2016
during the year under report.

o)    Details of the Debenture Trustee(s) for the debt securities issued by

Vnnr f'rMrmjitYV arp nc litirlf^r^-

p)    During the FY 2024-25, no unclaimed dividend amount pertaining
to Equity Shares were due to be transferred to Investor Education
and Protection Fund (IEPF). However, the unclaimed amount
in respect of bonds transferred to IEPF during FY 2024-25 was
^3,86,515/-.

q)    During the financial year 2024-25, no event has taken place that
give rise to reporting of details w.r.t. difference between amount of
the valuation done at the time of onetime settlement and valuation
done while taking loan from the Banks or Financial Institutions.

r)    During FY 2024-25, the percentage of Procurements made by Your
Company through GeM Portal was 75.16%.

0 Auditors

M/s. S. Mann & Co. (DE1161) (Firm Reg. No. 000075N) was appointed
by the Comptroller & Auditor General of India (C&AG) as Statutory
Auditors of Your Company for Financial Year 2024-25. As per the
requirement of Section 148 of the Companies Act, 2013, the requirement
of Cost Audit is not applicable to the Company.

0 Qualifications, Reservation or Adverse Remark or Disclaimer Made
by the Auditors

(i)    Statutory Auditors

The Standalone and Consolidated Financial Results of the Company for
the Financial Year 2024-25 were unqualified by the Statutory Auditors
of the Company. However, the Statutory Auditors provided for certain
‘Emphasis of Matter’. The complete Auditors’ Report on the Standalone
and Consolidated Financial Statements forms part of the Annual Report.

(ii)    Secretarial Auditors

M/s Agarwal S. & Associates, Company Secretaries was appointed as
Secretarial Auditor of the Company for the Financial Year 2024-25. The
observations of the Secretarial Auditor along with Management Reply is
as under:

The Secretarial Audit Report of the Company along with the Secretarial
Audit Reports of the ‘Material Unlisted Subsidiaries’ i.e. MPCON
Limited and Stock Holding Corporation of India Limited for the
Financial Year ended March 31, 2025, are enclosed at Annexure — II.

24.0    Comments of Comptroller & Auditor General of India

The comments of Comptroller & Auditor General of India (C&AG)
along with Consolidated IFCI’s Comments on C&AG Supplementary
Audit observations forms part of the Board’s Report as Annexure-III.

25.0    Director’s Responsibility Statement

Pursuant to the requirement under Section 134 of the Companies Act,
2013, with respect to Director's Responsibility Statement, it is hereby
confirmed that:

(i)    In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper
explanation relating to material departures;

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

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

(iv)    The Directors had prepared the annual accounts on a going
concern basis;

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

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

26.0 Appreciation    fraternity and investors. Your Directors would also like to express their

Your Directors wish to express gratitude for the cooperation, guidance    appreciation for ^{the efforts and dedicated service} p^ut m ^by ^{the em}p^loy^ees

and support from the Ministry of Finance, various other Ministries and    ^{at al1} l^evels ^of Y°u^r C^ompany.

Departments of the Government of India, The Reserve Bank of India,

The Securities and Exchange Board of India, The Stock Exchanges and
other regulatory bodies, the Comptroller & Auditor General of India and

the State Governments. Your Directors also acknowledge the valuable    ^umarain    _M    ^RaD^u1Bha

Director    Managing Director &

assistance and continued cooperation received trom all banks, financial din • 07911109    Chief Executive Officer

institutions, overseas correspondent banks, other members of the banking Address* IFCI Tower    DIN 09077979

61, Nehru Place,    ^Address* ^{IFCI Tower}

61, Nehru Place,

New Delhi-110019

New Delhi-110019

Date * September 19, 2025