<dhhead>REPORT OF THE BOARD OF DIRECTORS</dhhead>

Dear Members,

The Board of Directors (the "Board") is pleased to present the Thirty-First Annual Report of IIFL Finance Limited (the "Company") enumerating the business and operations of the Company, together with the Audited Financial Statements (Consolidated and Standalone) of the Company for the Financial Year ended March 31, 2026. The Company is registered with the Reserve Bank of India ("RBI") as a Middle Layer ("NBFC-ML") entity under Reserve Bank of India (Non-Banking Financial Companies – Registration, Exemptions and Framework for Scale Based Regulation) Directions, 2025.

1. FINANCIAL HIGHLIGHTS

A summary of the financial performance of the Company and its subsidiaries, for the Financial Year ended March 31, 2026, is as under: ( in Crore)

* includes IIHFL Sales Limited, Wholly-Owned Subsidiary of HFC.

The Consolidated and Standalone Financial Statements of the Company for the Financial Year ended March 31, 2026, prepared as per Indian Accounting Standards ("Ind AS") and in accordance with the provisions of the Companies Act, 2013 ("the Act") forms part of this Annual Report. The financial performance during the Financial Year 2025-26 compared with the previous Financial Year 2024-25, is summarized below:

( in Crore)

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

Transfer to Reserves

Under Section 45-IC (1) of RBI Act, 1934, ("RBI Act") Non-Banking Financial Companies ("NBFCs") are required to transfer a sum not less than 20% of its net profit every year to reserve fund before declaration of any dividend. Accordingly, during the year under review, your Company transferred the below mentioned amount to Special Reserves and to the General Reserve out of the Retained Earnings, as mentioned below:

( in Crore)

2. REVIEW OF BUSINESS, OPERATIONS AND STATE OF AFFAIRS OF YOUR COMPANY AND OUTLOOK

Details of business, operations and state of affairs of your Company is provided in the Management Discussion and Analysis Report. Refer Page No. 208 of this Annual Report.

3. MACROECONOMIC OVERVIEW

Details on macroeconomic overview of your Company is provided in the Management Discussion and Analysis Report. Refer Page No. 208 of this Annual Report.

4. DIVIDEND DISTRIBUTION POLICY AND DIVIDEND

During the year under review, the Board declared and paid an interim dividend of 4 per equity share (200%)

(i.e. 2 times of the Face Value of 2 per equity share) in accordance with the Dividend Distribution Policy of the Company and relevant provisions of the Companies Act & RBI Act. This led to an outgo of 170.09 Crore (including tax deducted at source). The Board recommend that the said interim dividend be considered as final.

As stipulated in Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Board has adopted a Dividend Distribution Policy which is annexed as "Annexure I" to this Report and is available on the website of the Company at https://storage.googleapis.com/iifl-finance-storage/files/2026-05/ Dividend_Distribution_Policy.pdf

5. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Sections 124 and 125 of the Act read with the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, dividends which remain unclaimed/unpaid for a period of 7 years are required to be transferred to Investor Education and Protection Fund ("IEPF").

Similarly, in the case of Non-Convertible Debentures ("NCDs"), the unclaimed interest and principal amounts are also required to be transferred to the IEPF Authority within thirty (30) days from the expiry of seven (7) years, as per the relevant provisions of the IEPF.

During the year under review, the Company transferred to IEPF Rs 10,73,225 on April 4, 2025 being the unclaimed dividend amount pertaining to the FY 2017-18 and

5,86,680 on March 17, 2026 being the unclaimed dividend amount pertaining to the FY 2018-19 and also transferred 1,16,13,278 to IEPF being the unclaimed interest and principal amount pertaining to NCDs.

In accordance with the aforesaid provisions, the underlying shares in respect of dividends which remain unpaid/unclaimed for a period of seven consecutive years or more shall be transferred to demat account of the IEPF Authority within thirty days from expiry of the said period. Accordingly, various steps are being taken on an ongoing basis to reach out to the Members, through email and other means, whose shares are due to be transferred to the IEPF, in order to create awareness and provide them an opportunity to claim their unclaimed dividends. In view of the aforesaid, the Company had sent individual notices to the concerned Members and had published the notice in the leading newspapers in English and Regional Language having wide circulation to inform the Members about the transfer of equity shares to demat account of IEPF Authority. In accordance with the above provisions, the Company transferred 8,652 equity shares pertaining to the FY 2017-18 and 3,433 equity shares pertaining to the FY 2018-19 to the demat account of the IEPF Authority, in respect of which the dividend has remained unclaimed for seven consecutive years.

The list of unpaid dividend is available on the Company’s website at https://www.iifl.com/finance/investor-information. Members are requested to check the said list and if any dividend due to them remains unpaid in the said list, Members can approach the Company or Registrar and Transfer Agent of the Company for the release of unclaimed dividends. Members can find the details of Nodal Officer on the Company’s website at https://www.iifl.com/finance/contact-center .

In compliance with Securities and Exchange Board of India ("SEBI") Circular No. SEBI/HO/DDHS/DDHS-RAC-1/P/ CIR/2023/176 dated November 8, 2023, relating to unclaimed amounts in respect of listed Non-Convertible Securities, the Company has put in place a procedural framework for handling unclaimed interest and principal amounts lying with it. The Company has also adopted the "Policy on transfer of Unclaimed Amounts to Escrow Accounts and claim thereof by Investors", which outlines the process for investors to claim such amounts. The policy is available on the Company’s website at https://storage.googleapis.com/iifl-finance-storage/ files/2024-03/IEPF_Policy.pdf.

a. Public Issue of Non-Convertible Debentures

During the year under review, your Company had filed a

Shelf Prospectus on March 29, 2025, with the Registrar of Companies and SEBI, to raise through Public Issue of Secured, Rated, Listed, Redeemable NCDs an amount aggregating up to 2,500 Crore and Tranche I Prospectus on March 29, 2025 to be read with the Corrigendum to the Tranche I Prospectus dated April 02, 2025 to raise through Public Issue of Secured, Rated, Listed, Redeemable NCDs an amount aggregating up to 100 Crore with an option to retain oversubscription of 400 Crore. The issue was fully subscribed and these were allotted on April 21, 2025, and are listed and traded on the National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE").

Your Company had also filed a Shelf Prospectus on February 12, 2026, with the Registrar of Companies and SEBI, to raise through Public Issue of Secured, Rated, Listed, Redeemable NCDs an amount aggregating up to 2,000 Crore and Tranche I Prospectus on February 12, 2026 to raise through Public Issue of Secured, Rated, Listed, Redeemable NCDs an amount aggregating up to 500 Crore with an option to retain oversubscription of 1,500 Crore. The said NCDs were allotted on March 06, 2026, and are listed and traded on NSE and BSE.

b. Issuance of Non-Convertible Debentures on a Private Placement basis including Perpetual Debt Instrument

During the year under review, your Company raised an aggregate amount of 2,415 crore through the private placement of NCDs.

The aforesaid amount includes Perpetual Debt Instruments ("PDIs") aggregating to 600 crore. During the year, there was no unpaid interest on your Company's PDIs. Detailed disclosures relating to the PDIs are provided in Note No. 21.2 and 48(i) to the standalone financial statements forming part of this Annual Report.

These NCDs are listed and traded on the National Stock Exchange of India Limited ("NSE"). Additionally, during the year under review, HFC raised 200 Crore through Private Placement of Redeemable NCDs, and Samasta raised 1,465 Crore through Private Placement of Redeemable NCDs. The said Privately Placed NCDs issued by HFC and by Samasta are listed and traded on NSE.

c. Bank Refinance

During the year under review, HFC had availed 500 Crore of refinance facility from National Bank For Agriculture And Rural Development ("NABARD") under its refinance schemes.

d. Funds raised by way of other Borrowings

During the year under review, your Company raised 7,918 Crore through term loans from various banks.

HFC raised 2,760 Crore through term loans from various banks and financial institutions. HFC has also raised 150 Crore by way of issuance of Commercial Paper. Additionally, HFC raised USD 345 Mn through ECBs amounting to 3060.68 Crore from various Development Financial Institutions and Banks. Samasta raised 2,936.24 Crore, 2,326.23 Crore, 1,526.69 Crore and 130 Crore through Term Loans, Direct Assignment, Securitisation and Commercial Paper respectively from various banks and financial institutions.

e. Revision in International credit rating

During the year under review, the international credit ratings from S&P Global Ratings and Fitch Ratings have been revised from B+/stable to B+/Positive.

7. UTILIZATION OF FUNDS

During the year under review, your Company successfully raised additional capital through issuance of NCDs on a private placement basis. These funds were raised to support the Company’s growth plans, strengthen its balance sheet, and ensure adequate liquidity to meet operational and regulatory requirements.

The utilization of proceeds has been in line with the objects stated in the offer documents and the Board periodically reviews their deployment to ensure compliance and effective use of capital.

8. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Corporate Social Responsibility ("CSR") Committee of the Board has formulated and recommended to the Board a CSR Policy indicating the CSR activities which can be undertaken by the Company. The Board approved the CSR Policy which is available on the website of the Company at https://storage.googleapis.com/iifl-finance-storage/files/2023-07/CSR%20policy_IIFL% 20 Finance.pdf IIFL group has set-up India Infoline Foundation ("IIFL Foundation"), a Section 8 Company incorporated under the Act which acts as the principal arm to undertake CSR initiatives on behalf of your Company and its subsidiary. IIFL Foundation through its CSR initiatives addresses 5 thematic areas – Health, Education and Environment, Livelihood & Poverty Alleviation, collectively – HELP. As per Rule 4(2) of the Companies (Corporate Social Responsibility Policy) Rules, 2014, IIFL Foundation has registered itself with the Central Government by filing the e-Form CSR-1 with the Registrar of Companies.

IIFL Foundation has identified focus areas for CSR initiatives which includes: Sakhiyon ki Baadi – A program to promote Foundational Literacy and Numeracy Skill (FLN) among females in Rajasthan. Educating girls from the marginalized communities (Scheduled Tribes/

Scheduled Castes) who are out of school or never been to school. The program has an overall reach with 259 learning centres; Supported ‘Hospitality Training Program (Chef Trade)’ for 120 Kashmiri youth in Kupwara, Jammu & Kashmir, aimed at enhancing employability through vocational skills. The program included both theoretical and practical training sessions, along with placement opportunities and market guidance; Supported ‘Homestay Host Training’ for youth in Tezu, Lohit district, Arunachal Pradesh, in collaboration with the National Cadet Corps (NCC) and the Ministry of Defence, Government of India.

120 youth from Arunachal Pradesh benefited from this project; Supported 'Manav Shelter Home' in Panvel, Maharashtra which delivers a holistic care program for vulnerable and underprivileged children living in urban slum. 28 children directly benefit from the initiative, receiving essential support including food, shelter, clothing, medical care, and overall well-being assistance; Supported Banking Financial Services and Insurance (BFSI) Course that prepares students with the skills and knowledge needed to work in the financial sector. 30 Students from marginalizes background directly benefited from this project;

Supported an Annual Medical Camp at Barsana, Mathura, Uttar Pradesh, providing free-of-cost eye check-ups, spectacles, cataract surgeries, and dental treatments (including root canal, extractions, and dentures). The initiative conducted 1,480 eye check-ups and 400 dental check-ups, and also provided meals to 1,400 people; Free Mega Medical Camp at Pandharpur, Solapur, Maharashtra. Medical aid and food support provided for pilgrims coming during Ashadi Ekadashi (July 2025). 11,100 people directly received help from this initiative; Provided primary health care services to the devotees attending Ganpati Festival at LalBaug (Mumbai), offering 24?7 Doctors services. Free health check-ups included basic diagnostics and first-aid to 1,000 individuals;

Supported the primary section of Mathrubhoomi High School, Kandivali, Mumbai, enabling access to education for children from marginalized communities living in nearby slum settlements. The initiative directly helps 120 primary students, helping them continue their education and successful transition to upper primary grades; Supporting 5 teacher volunteers in 2 Government Secondary Schools in Udaipur, Rajasthan; Donated 16 Slice C T Scan Machine to the Radio-diagnosis department of Maharana Bhupal Hospital, Udaipur, Rajasthan. In the time period of October 2025- March 2026 the machine has benefited 7147 patients;

Donated Fully Automatic Bio Chemistry Analyzer, Dental X-ray machin and Laptop to the Community Healthcare Centre, Khamnore, Rajsamand district, Rajasthan. In the time period of April 2025- March 2026 the Bio Chemistry Analyzer benefited 52 & the Dental Xray Machine benefited 35 patients;

Donated High Resolution Manometry & PH-metry Systems Machine to Department of Gastroenterology to Lokmanya Tilak Municipal General Hospital, Sion Mumbai. The donation enabled the hospital to set up a state-of-the-art

G I Mobility Lab, which will benefit more than 100 people/month to avail the service in a reduced cost; Supported livelihood project for the underprivileged, that converted ocean and land plastic waste into ISO

Certified helmets, which were donated to police and civilians in Rajsamand & Udaipur in Rajasthan and Mumbai, Maharashtra. 1250 Helmets were donated to Rajasthan Police and 100 to Maharashtra Traffic Police;

Supported education (Tuition fees) of 3 students from lower income families in Maharashtra & Rajasthan; Supported the mid- year capacity building camp of SEWA International Fellowship. The Camp played a crucial role in strengthening the leadership and program management capacities of 22 Sewa Fellows;

Organized Cardiopulmonary Resuscitation (CPR) training sessions in Pune, Maharashtra, and Chennai, Tamil Nadu, to equip professionals with essential life-saving skills. The sessions focused on immediate response during cardiac arrest and correct CPR techniques. A total of 121 individuals directly benefited from this initiative;

Supported the upgradation of community hall and public space in Rural Police Campus - Chhatrapati Sambhaji Nagar (Aurangabad), Maharashtra; Support provided to setup Tattva University, a value-based, multidisciplinary, research-oriented, deemed-to-be-university (Distinct Category) in Maharashtra. 4000+ students and 200+ faculty will benefit from the institute; Donated Barricades (Fixed metal), Shutter Barricades and Traffic Cones to the Rajasthan Police Department to strengthen traffic management and public safety in Udaipur, Rajasthan; Supported awareness Drive on Thalassemia in Mumbai (Maharashtra), aiming to educate communities about thalassemia, available treatment options, prompt medical care and counseling. More than 2450 people benefited from this initiative; Provided infrastructure support to Utraj U.P. School in a remote village in Sirohi district, Rajasthan, which is completely cut off from road connectivity. The initiative included provision of furniture, establishment of a computer lab and installation of solar panels. A total of 35 students benefited, as the school serves as the only access point for education in the entire village; Provided support for treatment of a patient from an economically disadvantaged background, Rajsamand, Rajasthan; Supported the establishment of a computer lab at Government Senior Secondary School, Vati, Udaipur,

Rajasthan. A total of 257 students benefited, most of whom are from predominantly rural and economically weaker communities; Supported the construction of a conference hall at Army Goodwill School, Trehgam, Kupwara, Jammu & Kashmir, for students and staff. A total of 314 students and teachers will benefit, enabling participation in virtual sessions and access to special classes conducted by educationists and experts from across the country; Supported the installation of Solar Panels and a Smart Board at Alakh Ved Gurukul residential school, Chittorgarh, Rajasthan. The initiative helped 100 residential students in the institute; and

Gyan Shaala Education Support Organization provided support to Develop curriculum for Sakhiyon Ki Baadi project which aims to promote Foundational Literacy and numeracy, Udaipur, Rajasthan.

During the year under review, your Company allocated 2% of its average net profits of the preceding three financial years (computed as per the relevant provisions of the Act) on CSR projects. The details thereof are mentioned in the CSR Annual Report, attached as "Annexure II" to this report. Refer Page No. 152 of this Report.

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

9. SHARE CAPITAL

During the year under review, the total paid up equity share capital of the Company increased from

84,90,33,140 to 85,05,79,150 pursuant to allotment of 7,73,005 equity shares of 2 each under Employee Stock

Option Scheme(s) of the Company to eligible employees and the said equity shares rank pari-passu with the existing equity shares.

The movement of share capital is as under:

10. SECURITISATION/ASSIGNMENT OF LOAN PORTFOLIO

During the year under review, your Company has undertaken securitisation transactions of total book value of loan assets amounting to 6,890.39 Crore and Direct Assignment transactions of total book value of loan assets amounting to 24,201.89 Crore.

11. FINANCIAL LIQUIDITY

From a liquidity standpoint, the Company continues to maintain a strong and resilient position. The Company’s principal sources of liquidity include cash and cash equivalents, along with cash flows generated from our lending and investment activities. During the year under review, the Company took proactive steps to ensure that its liquidity position remained robust and aligned with the operational and regulatory expectations applicable to NBFCs.

The Company successfully raised capital through the issuance of NCDs, thereby strengthening its liquidity

. These funds enhanced the Company’s financial profile flexibility, enabling it to respond swiftly to evolving business needs and pursue strategic opportunities as they arise.

The Consolidated cash and cash equivalent of your

Company as on March 31, 2026, stood at 3,328.23 Crores as against 2,066.63 Crores in the previous year.

The Company continues to maintain a prudent balance between liquidity and return on assets, recognizing the importance of ensuring sufficient liquidity to meet all foreseeable financial and business obligations, while also seeking optimal deployment of funds for revenue generation.

Internal audit and its adequacy:

The scope and authority of the internal audit function is well defined and to maintain independence and objectivity in its functions, the internal audit function reports directly to the Audit Committee of the Board.

At the beginning of each financial year, an annual Risk-

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

Internal Controls over Financial Reporting:

Your Board is of the opinion that internal financial controls with reference to the financial statements were tested and reported adequately and operating effectively.

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

13. EMPLOYEES STOCK OPTION SCHEMES

Your Company has in force the following Schemes: a. IIFL Finance Employee Stock Option Plan 2008 ("ESOP Scheme 2008") b. IIFL Finance Employee Stock Option Plan 2020 – Merger Scheme ("ESOP Scheme 2020") During the year under review, your Company granted 44,000 stock options to the identified employees under the ESOP Scheme 2008. Further, 2,66,508 stock options got lapsed and the same were added back to the pool, which can be used for further grant, and 5,84,285 stock options granted under ESOP Scheme 2020 got lapsed and the same are not available for further grant.

The aggregate number of stock options outstanding as on March 31, 2026, stands at 31,80,604 stock options under ESOP Scheme 2008.

Further, there are no stock options outstanding under ESOP Scheme 2020.

A certificate from the Secretarial Auditor of your Company confirming that the ESOP Scheme 2008 and ESOP Scheme 2020 has been implemented in accordance with the applicable Regulations. The same will be available for inspection by Members through electronic means. Members can request the same by sending an email to shareholders@iifl.com till the date of the Annual General Meeting ("AGM").

The relevant disclosures pursuant to Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of the SEBI (Share Based Employee

Benefits and Sweat Equity) Regulations, 2021 are uploaded on the website of the Company i.e. www.iifl. com and the same would be available for inspection by Members through electronic means.

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

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company, being a NBFC registered with the RBI and engaged in the business of giving loans in the ordinary course of its business, is exempt from complying with the provisions of section 186, except its sub-section (1) of the Act. Accordingly, the Company is exempted from complying with the requirements to disclose in the financial statement the full particulars of the loans given, investment made, guarantee given or security provided. During the year under review, the Company strategically invested its surplus funds in various securities, as part of its normal business operations. These investments were made to optimize returns while ensuring liquidity and managing risks in accordance with the Company’s investment policy.

For detailed information on the Company’s investments, please refer to note no. 9 of the financial statements.

15. SUBSIDIARY COMPANIES

As on March 31, 2026, the Company has two (2) Subsidiaries, one (1) Wholly-Owned Subsidiary and one (1) Step- Down Subsidiary as below.

IIFL Home Finance Limited, Subsidiary Company IIFL Samasta Finance Limited, Subsidiary Company IIFL Fintech Private Limited (formerly known as IIFL Open Fintech Private Limited), Wholly-Owned Subsidiary Company IIHFL Sales Limited, Step-Down Subsidiary Company

The Company does not have any Associate(s)/Joint Venture(s) as on March 31, 2026.

Pursuant to Regulation 16 of the Listing Regulations, HFC and Samasta are the Material Subsidiaries of the Company for FY 2025-26 and shall continue to be the Material Subsidiaries of the Company during Financial Year 2026-27 for compliance with Listing Regulations. In accordance with the terms of Regulation 24(1) of the Listing Regulations, Mr. Ramakrishnan Subramanian, an Independent Director on the Board of the Company, also serves as an Independent Director on the Board of HFC w.e.f. April 1, 2024. Mr. Nihar Niranjan Jambusaria, an Independent Director on the Board of the Company, also serves as an Independent Director on the Board of Samasta w.e.f. April 24, 2024.

The Policy on Determining Material Subsidiary is available on the Company’s website at https://storage.googleapis. com/iifl-finance-storage/files/2025-03/Policy_on_ determining_Material_Subsidiaries_04032025.pdf. During the year, the Board reviewed the affairs of the Subsidiaries. In accordance with Section 129(3) of the Act, the Company prepared the Consolidated Financial Statements of the Company and all its Subsidiaries, which forms part of this Annual Report. Further, a statement containing the salient features of the Financial statements of the Company’s Subsidiaries, in the prescribed Form AOC-1, is annexed to the Consolidated Financial Statements. The statement also provides the details of performance and financial positions of each of the Subsidiaries.

The Audited Financial Statements of the Subsidiaries of the Company for the financial year ended March 31,

2026, are available on the website of the Company at www.iifl.com. The Members may download the aforesaid documents from the Company’s website and can also request the same by sending an email to shareholders@ iifl.com till the AGM. Further, the aforesaid documents shall also be available for inspection by the Members at the registered office/corporate office of the Company, during business hours on working days and through electronic mode.

16. CAPITAL ADEQUACY

Your Company remains committed to maintaining a strong capital adequacy position in line with regulatory requirements and best practices within the financial services industry. As on March 31 2026, the Capital to Risk Assets Ratio ("CRAR") of the Company was 17.84% which is well above the minimum requirement of 15% CRAR prescribed by the RBI.

Out of the above, Tier I capital adequacy ratio stood at 12.24% and Tier II capital adequacy ratio stood at 5.60% respectively.

17. ANTI- BRIBERY AND ANTI-CORRUPTION POLICY

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

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

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

Ms. Preeti Kanan, Chief Human Resources Officer ("CHRO"), is also designated as the Chief Anti-Corruption

Officer. Any individual may report instances of bribery or corruption by writing to anticorruption@iifl.com. The Anti-Bribery and Anti-Corruption Policy is also available on the Company’s website at https://www.iifl.com/ finance/anti-corruption-policy .

18. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report ("BRSR") forms a separate and integral part of this Annual Report and has been prepared in accordance with the regulatory requirements prescribed by SEBI, including the Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026. As mandated, BRSR disclosures are applicable to the top

1,000 listed entities by market capitalization and the Company has ensured full alignment with the updated BRSR framework. The BRSR outlines the Company’s key initiatives and performance across Environmental, Social, and Governance ("ESG") parameters. Further, assurance on BRSR Core disclosures is applicable to the Company and has been duly carried out for the FY 2025–26. However, the requirement for value chain reporting is not applicable to the Company for the said financial year, in line with the phased applicability prescribed under the aforementioned circulars.

19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as specified under Regulation

34 read with Schedule V of the Listing Regulations and Reserve Bank of India (Non-Banking Financial Companies – Financial Statements: Presentation and Disclosures) Directions, 2025 dated November 28, 2025, as amended from time to time, is included in a separate section forming part of this Annual Report.

Board and Committees

The Board is central to the Company’s corporate governance practices, overseeing the Company’s operations to ensure that Management acts in the best interests of all stakeholders. The Company believes that a well-informed, independent, and engaged Board is essential to maintaining the highest standards of governance. The Board provides strategic guidance, monitors performance, and ensures adherence to ethical business practices, while managing risks effectively. It continually evaluates and adapts governance practices to remain aligned with the evolving business environment, markets in which we operate and the Company’s core values, ensuring that governance principles support long-term strategic objectives. The Board is supported by its various Committees, each of which ensures that specific matters receive the appropriate attention and consideration. These Committees focus on key areas, make informed decisions within the framework set by the Board, and provide recommendations on issues within their respective purviews. Each Committee operates under clearly defined terms of reference, which outline the authority delegated by the Board.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, expertise (including proficiency, as applicable) and hold highest standards of integrity.

Appointment and Cessation of Directors and Key Managerial Personnel

During the year under review, based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors of the Company took on record the appointments, re-appointments, cessations, and retirements of various Directors and Key Managerial Personnel ("KMP"), respectively, in accordance with the applicable provisions of the Act and the Listing Regulations.

Mr. Bibhu Prasad Kanungo (DIN: 07820090), was appointed as an Additional Independent Director w.e.f. June 16, 2025 and subsequently his appointment was approved by the Members of the Company at the Annual General Meeting of the Company held on July 18, 2025. Further, he has been designated as the Chairperson of the Board w.e.f. December 19, 2025.

Mr. R Venkataraman (DIN: 00011919), was re-appointed for a further term of five consecutive years with effect from April 23, 2025, which was approved by the Members at the 30^th AGM of the Company held on July 18, 2025.

During the Financial Year under review, there were no appointments of KMP in the Company.

II. Cessations A. Directors

Mr. Arun Kumar Purwar (DIN: 00026383), was liable to retire by rotation at the 30^th AGM of the Company held on July 18, 2025, where he did not wish to seek re-appointment as Director of the Company due to personal commitments & pre-occupations. Accordingly, he ceased to hold office as Chairperson & Non-Executive Director at the conclusion of the 30^th AGM.

B. Key Managerial Personnel

During the financial year under review, there were no cessations of KMP in the Company.

III. Retirement by Rotation

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company:

Gopalakrishnan Soundarajan (DIN: 05242795), Non-Executive Director, is liable to retire by rotation at the ensuing AGM and being eligible has offered himself for re-appointment. The Board, at its meeting held on April 29, 2026, approved and recommended his re-appointment for the approval of the Members at the ensuing AGM.

Board of Directors:

During the year under review, the Board of Directors met Eight (8) times to discuss and approve various matters including financials, appointment of auditor, review of audit reports and other Board matters. For further details, please refer to the report on Corporate Governance forming part of this Annual Report.

Committees of the Board:

In accordance with the applicable provisions of the Act, Listing Regulations and Reserve Bank of India (Non-Banking Financial Companies – Registration, Exemptions and Framework for Scale Based Regulation) Directions, 2025 dated November 28, 2025 and the Directions referred therein, Reserve Bank of India (Non-Banking Financial Companies – Governance) Directions, 2025 dated November 28, 2025 and Master Directions on Fraud Risk Management in Non-Banking Financial Companies ("NBFCs") (including Housing Finance Companies) dated July 15, 2024, the Company has the following Committees:

Audit Committee

Nomination and Remuneration Committee Corporate Social Responsibility Committee Stakeholders Relationship Committee Risk Management Committee Asset Liability Management Committee IT Strategy Committee

Review Committee for Treatment of Wilful and Large Defaulters Special Committee of the Board for Monitoring and Follow-up of cases of Fraud Customer Service Committee Environmental, Social and Governance Committee The Chairperson of respective Committees report to the Chairperson of the Board who is a Non-Executive Independent Director. The Chairperson of respective Committees apprises the Board about the key highlights and decisions taken by the Committees.

The Board of Directors have set up various Committees, delegated powers and assigned roles and responsibilities with well-documented terms of reference for each Committee.

The details inter alia including the composition, and terms of reference of the aforesaid Committees are provided on the website of the Company at www.iifl. com.

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

The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report, which forms part of this Annual Report. All the recommendations made by the Audit Committee were accepted by the Board.

Familiarization Program for the Independent Directors

Details of the Familiarization Program are provided in the Corporate Governance Report forming part of this Annual Report and are also available on the website of the Company at https://storage.googleapis.com/ iifl-finance-storage/files/2026-04/Familiarization_

Programme_of_ID_2025-26.pdf

Evaluation of Board, its Committees and Directors

The evaluation process, manner and performance criteria as carried out for Board, its Committees and Directors is explained in the Corporate Governance Report forming part of this Annual Report.

Declaration by Independent Directors

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

The above-mentioned declarations were placed before the Board and in the opinion of the Board, all the

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

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

Fit and Proper Criteria & Code of Conduct

Your Company has received undertaking and declaration from each Director on fit and proper criteria in terms of the provisions of Reserve Bank of India (Non-Banking Financial Companies - Governance) Directions 2025.

The Board have confirmed that all existing Directors are fit and proper to continue to hold the appointment as

Directors on the Board, as reviewed and recommended by the Nomination and Remuneration Committee on fit and proper criteria under Reserve Bank of India (Non-Banking Financial Companies - Governance) Directions 2025.

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

Board Diversity and Inclusion

Your Company recognizes and embraces the importance of a diverse Board in its success. The Company believes that a truly diverse Board will leverage difference in thought, perspective, knowledge, skills, regional and industry experience, cultural and geographical backgrounds, age, ethnicity, race, gender that will help us retain our competitive advantage. The Policy adopted by the Board sets out its approach to diversity. The Policy is available on the website of the Company at https://storage.googleapis.com/iifl-finance-storage/ files/2022-07/ Board_Diversity_Policy_27072022.pdf

Remuneration Policy and criteria for selection of candidates for appointment of Directors

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

The Nomination and Remuneration Policy is also available on the website of the Company at https://stor-age.googleapis.com/iifl-finance-storage/files/2024-04/

Nomination_and_Remuneration_Policy_26042024.pdf.

Succession Planning

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

22. CORPORATE GOVERNANCE

Your Company is committed to creating longterm value for all stakeholders while upholding the highest standards of integrity, social responsibility, environmental stewardship and regulatory compliance. The Company’s actions are driven by core values and guiding principles that are deeply embedded across every level of the organization. These principles have consistently shaped the Company’s journey and will continue to guide the Company into the future. The report on Corporate Governance for FY 2025-26, as stipulated under the Listing Regulations and Reserve Bank of India (Non-Banking Financial Companies – Financial Statements: Presentation and Disclosures) Directions, 2025, forms an integral part of this Annual Report.

23. RISK MANAGEMENT

Your Company has a well- comprehensive

Enterprise Risk Management ("ERM") Framework in place and a robust organizational structure to identify, assess, measure and monitor risks and strengthen controls to mitigate risks. The Company has established procedures to periodically place before the Risk Management Committee and the Board, the risk assessment and minimization procedures being followed by the Company and steps taken by it to mitigate these risks. ERM has been adopted by the Company which uses defined Key

Risk Indicators based on quantitative and qualitative factors. A two-dimensional quantitative heat map has been implemented, which enables the Management to have a comprehensive view of various identified risk areas based on their probability and impact. The Company have initiated adequate Risk training and awareness program to ensure preparedness.

The composition, terms of reference and powers of the Risk Management Committee are in conformity with the requirements of Regulation 21 of the Listing Regulations and Reserve Bank of India (Non-Banking Financial Companies – Governance) Directions, 2025 dated November 28, 2025 and the same has been provided in the Corporate Governance Report. The Risk

Management Committee is authorized to monitor and review overall risk management plan including liquidity risk and is also empowered, inter alia, to review and recommend to the Board the modifications to the Risk

Management Policy. The ERM Policy is approved by the

Board of Directors and inter alia, includes identification of risks, including strategic, financial, credit, market, liquidity, security, compliance, fraud, reputation, technology, cyber, outsourcing, people/conduct, collection, ESG, business which in the opinion of the Board may threaten the existence of the Company.

24. RELATED PARTY TRANSACTIONS

Your Company has in place a Policy on Related Party Transactions ("RPTs") ("RPT Policy"), as amended from time to time. The Policy provides for identification of RPT, necessary approvals from the Audit Committee/ Board/ Members, reporting and disclosure requirements in compliance with the provisions of the Act and Listing Regulations. The said Policy can be accessed on the website of the Company at https://storage.googleapis. com/iifl-finance-storage/files/2025-04/Policy_on_ Related_Party_Transactions_23042025.pdf.

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

All such RPTs were placed before the Audit Committee/ Board/Members for their approval, wherever applicable. A certificate from an Independent Chartered Accountant is placed before the Audit Committee on a quarterly basis, certifying that all related party transactions entered into by the Company during the quarter were conducted at arm’s length and in the ordinary course of business.

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

Your Company has obtained the Member’s approval on Material RPTs in the last AGM held on July 18, 2025 for Financial Year 2025-26.

Considering that the Company is a NBFC-ML and given the nature of its business and operations, it will continue to enter into various RPTs in the ordinary course of business. Accordingly, the Company has sought approval from the Members for material RPTs, the details of which are available in the Notice convening the AGM of the Company.

25. ANNUAL RETURN

In terms of provisions of Section 92(3), 134(3)(a) of the Act and the Rule 12 of Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 for the financial year ended March 31,

2026 is placed on the website of the Company and can be accessed at https://www.iifl.com/finance/investor-relations/financials

26. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this Report, except as mentioned in point no. 6 of this Report.

27. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on energy conservation, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, are provided in "Annexure III" to this Report. Refer Page No. 157 of this Report.

28. WHISTLE BLOWER POLICY/ VIGIL MECHANISM

Pursuant to Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the Listing Regulations, the Company has adopted a Whistle Blower Policy/Vigil

Mechanism and has established the necessary vigil mechanism for Directors and Employees of the Company to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct or Ethics Policy. The Company has disclosed the policy on the website of the Company at https://storage.googleapis.com/iifl-finance-storage/ files/2025-08/ WhistleBlower_Vigilance_Policy.pdf

29. CREDIT RATING

Your Company’s financial discipline and prudence is reflected in the strong credit ratings prescribed by credit rating agencies. The following credit ratings were assigned to the Company as on March 31, 2026.

30. PREVENTION OF SEXUAL HARASSMENT

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

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

The details of complaints received during the year 2025-26 pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are as follows:

31. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961:

In compliance with the provisions of the Maternity

Benefit Act, 1961 and the Rules framed thereunder, the Company has implemented a comprehensive

Maternity Benefit Policy. This policy outlines employee entitlements related to maternity leave, salary, benefits and other associated provisions and the Company has duly complied with the same during the period under review. The Company confirms that all eligible women employees received the required benefits, including paid leave, continued salary and service and post-maternity support like nursing breaks and flexible work options.

32. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in "Annexure IV" to this Report. Refer Page No. 160 of this Report.

Further, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits as set out in the Rule 5(2) and other details as mentioned in Rule 5(3) of the aforesaid Rules, forms part of this Report. However, in terms of first proviso to Section 136(1) of the Act, the Annual Report and Accounts are being sent to the Members and others entitled thereto, excluding the aforesaid information. The said information is available for inspection by the Members and any Member interested in obtaining a copy thereof, may write to the Company at shareholders@iifl.com.

The Managing Director and Joint Managing Director of the Company as per the terms of their appointments, do not draw any commission or remuneration from any Subsidiary Company. Hence, no disclosure as required under Section 197(14) of the Act has been made.

33. STATUTORY AUDITORS

Pursuant to the RBI Circular No. RBI/2021-22/25 Ref. No. DoS. CO. ARG/SEC.01/08.91.001/2021-22 dated April 27, 2021 ("RBI Guidelines"), the statutory audit of the entities with asset size of 15,000 Crore and above, as at the end of previous year, should be conducted under joint audit of a minimum of two audit firms. Accordingly, the current Joint Statutory Auditors M/s.

Sharp & Tannan Associates, Chartered Accountants, Mumbai (Firm Registration Number 109983W) and M/s. G. M. Kapadia, Chartered Accountants, Mumbai (Firm Registration Number 104767W) who were appointed at the 28^th Annual General Meeting ("AGM") held on July 31, 2023 and 29^th AGM held on September 30, 2024, respectively, to hold office for a term of three consecutive years till the conclusion of 31^st AGM and 32nd AGM, respectively.

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

The Audit for FY 2025-26 was conducted by M/s. Sharp & Tannan Associates and M/s. G.M. Kapadia & Co, Joint Statutory Auditors of the Company and that there are no qualifications, reservations, adverse remarks or disclaimers made by the Joint Statutory Auditors in their

Audit Report. The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Act. The Joint Statutory Auditors’ Report is enclosed with the financial statements in this Annual Report.

The tenure of M/s. Sharp & Tannan Associates, Chartered

Accountants will end at the conclusion of the ensuing AGM. In light of the same, the Board has recommended the appointment of M/s. Shah Gupta & Co., Chartered

Accountants, (ICAI Registration No. 109574W) as the Joint Statutory Auditors of the Company from the conclusion of the forthcoming AGM i.e. 31^st AGM till the conclusion of the 34^th AGM for a continuous period of three financial years beginning from April 01, 2026 and ending on March 31, 2029, in accordance with the guidelines stipulated by RBI, subject to the approval of the Members at the ensuing AGM. M/s Shah Gupta & Co., Chartered Accountants, have confirmed that their appointment, if made, will comply with the eligibility criteria in terms of Section 141(3) of the Act and RBI regulations. Further, they have confirmed that they have subjected themselves to Peer Review process by the Institute of Chartered Accountants of India ("ICAI") and hold valid certificate issued by the Peer Review Board of ICAI. Appropriate resolution seeking Members’ approval for the appointment of M/s. Shah Gupta & Co.,

Chartered Accountant as the Joint Statutory Auditor of the Company is appearing in the Notice convening the ensuing AGM of the Company.

34. SECRETARIAL AUDIT

Pursuant to Section 204 of the Act and the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Nilesh Shah & Associates, Practicing Company Secretaries, Mumbai (Peer Review No. 7810/2026) as the Secretarial Auditor of the Company to conduct Secretarial Audit for FY 2025-26.

As required under the said provisions of the Act, the report in respect of the Secretarial Audit carried out by the Secretarial Auditor in Form MR-3 for the FY 2025-26 is annexed hereto marked as "Annexure V" and forms part of this Report. Pursuant to Regulation 24A of the Listing Regulations, a listed company is required to annex the Secretarial Audit Report of its material unlisted subsidiary to its Directors Report. The Secretarial Audit Reports of the material subsidiaries of the Company i.e. HFC and Samasta for FY 2025-26 are annexed herewith as "Annexure VI" & "Annexure VII" respectively. Refer Page Nos. 165 & 169, respectively, of this Report.

Further, in line with the recent amendments to Regulation 24A of the Listing Regulations, mandating the appointment of a Secretarial Auditor for a continuous term of five years, the Board at its meeting held on May 8, 2025, has appointed M/s. Nilesh Shah &

Associates, Practising Company Secretary, Mumbai, as the Secretarial Auditor of the Company for a term of five (5) consecutive financial years commencing from FY 2025-26 to FY 2029-30.

35. REPORTING OF FRAUDS BY AUDITORS

During the year under review, there was no fraud reported by auditors of the Company requiring a disclosure in the Board’s report as given under Section 143 (12) of the Act read with Companies (Audit and Auditors) Rules, 2014.

36. RBI DIRECTIONS

As per Master Direction - Reserve Bank of India (Non-Banking Financial Companies – Registration, Exemptions and Framework for Scale Based Regulation) Directions, 2025, the Company has been classified as NBFCs-Middle Layer (ML).The Company continues to comply with all the applicable directions, circulars, notifications and guidelines etc. issued by the RBI applicable to NBFCs –ML from time to time.

37. OBSERVANCE OF THE SECRETARIAL STANDARDS

The Board affirms that a proper system have been devised to ensure compliance with the applicable laws.

Pursuant to the provisions of Section 118 of the Act, during the FY 2025-26, the Company has adhered with the applicable provisions of the Secretarial Standards, as amended from time to time, issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.

38. DEPOSITS

During the year under review, the Company did not accept/renew any deposits within the meaning of Section 73 of the Act and the Rules made thereunder and Reserve Bank of India (Non-Banking Financial Companies – Registration, Exemptions and Framework for Scale Based Regulation) Directions, 2025 and the Directions referred to therein.

39. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

Reserve Bank of India ("RBI"), in exercise of powers conferred under section 58G(1)(b) read with section 58B(5)(aa) of the RBI Act, 1934, had vide an Order dated February 06, 2026 imposed a monetary penalty of 5.30 Lakh (Rupees Five Lakh Thirty Thousand only) for failure to classify certain accounts as ‘non-performing asset’, on restructuring. This was with reference to the Company’s financial position as on March 31, 2024. RBI's action is deficiencies based on the aforementioned in regulatory compliance and is not intended to pronounce upon the validity of any transaction or agreement entered into by the Company with its customers.

Except for the above, no other significant or material orders have been passed by any Regulator, Court or Tribunal that could impact the going concern status or the Company’s future operations.

40. DIRECTORS’ RESPONSIBILITY STATEMENT

As stipulated in Section 134(5) of the Act, the Directors subscribe to the "Directors’ Responsibility Statement" and to the best of their knowledge and ability, hereby confirm that:

i. in the preparation of the annual accounts, the applicable Indian Accounting Standards had been followed and there were no 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 that year;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

41. GENERAL

Your Directors state that during FY 2025-26:

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

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

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

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

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

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

(vii) the Company had not made any application under the Insolvency and Bankruptcy Code, 2016 (the "Code"). As at March 31, 2026, no applications have been filed or are pending under the Code. No proceeding is pending against the Company under the Code;

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

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

42. AWARDS AND RECOGNITIONS

During the year under review, the Company, one of its affiliated entities engaged in social impact initiatives, and a member of the Board of Directors of the affiliated entity were conferred with various awards and accolades in recognition of their contributions across financial services, social responsibility, and leadership.

The awards received are as below:

i. IIFL Finance ranked 77 among India’s Top 100 Best Workplaces by Great Place to Work India? (June 2025)

ii. IIFL Finance was recognized among ‘ET Now Best Organizations to Work 2025’ (July 2025)

iii. IIFL Finance was recognized among ET Now Iconic Brands of India for the year 2025

iv. IIFL Finance received Ambition Box Employee Choice Awards 2025 as Top rated Financial Services Company and Top rated large company (May 2025)

v. IIFL Finance was recognized among the Best Companies to Work for 2025 in the NBFC sector at the Global Energy & Environment Foundation (GEEF) Global HR Excellence Awards 2025 (April 2025)

vi. IIFL Finance received the 'Best DevOps Team in Automated Incident Response (Financial Services) at the 7th Edition of India DevOps Show 2025 vii. IIFL Finance received award for ‘Excellence in Corporate Governance’ at the Audit and Risk Summit and Awards

viii. IIFL Finance received award for ‘Excellence in Cybersecurity at the Audit and Risk Summit and Awards ix. IIFL Finance received award for ‘Digital Audit Trailblazer Award’ at the Audit and Risk Summit and Awards

x. IIFL Finance received the ‘Best Co-Lending Partnership’ award at Bharat NBFC and Fintech Awards

xi. IIFL Finance received the ‘Best Customer Centric NBFC’ award at the Bharat NBFC and Fintech Awards

xii. Best Gen AI Innovation Award 2025 for IIFL Finance

xiii. Best Gen AI Use Case of the Year for IIFL Finance Gold Loan Business xiv. Best Gen AI Initiative of the Year Utilization of AI for Content – IIFL Finance

xv. IIFL Finance received the "Changemakers 2026" Award at the Palo Alto Networks Cybersecurity Leadership Summit in February 2026

xvi. Best Skill Development Program Initiative of the Year - IIFL Foundation’s Manipur Skill Development Program at 16^th CSR Summit & Awards xvii. Best CSR Project of the Year - Holistic Development of 102 Schools in Rajasthan 16^th CSR Summit & Awards xviii.CSR Leadership Award - Mrs Madhu Jain, Founder-Director, IIFL Foundation 16^th CSR Summit & Awards

43. APPRECIATION

At IIFL Finance Limited, every business is adeptly managed by a distinguished team of leaders with extensive and diverse experience in the financial sector, dedicated to our mission of establishing the Company as a leading financial services provider. This professionally equipped and technically sound management has set progressive policies and objectives, adhering to global best practices, with a clear vision to elevate the Company to new heights.

Having consistently received external reassurance in our commitments over the years, your Directors place on record their sincere appreciation for the assistance and guidance provided by the Reserve Bank of India, the Ministry of Corporate Affairs, the Securities and Exchange Board of India, the Government and other regulatory authorities, Stock Exchanges, Depositories, Registrar and Share Transfer Agent and other statutory bodies. Their continued support, cooperation and encouragement have been instrumental in the Company’s journey.

We also express our heartfelt gratitude to our employees for their unwavering dedication and valuable contributions, which have been pivotal in navigating challenges and achieving strategic goals.

Your Directors gratefully acknowledge the valuable support extended by all stakeholders of the Company, including customers, members, investors, dealers, vendors, bankers, and other business partners, during the year. Our employees continue to play a key role in helping the Company scale new heights year after year, and their commitment is deeply appreciated. The involvement of Members is also greatly valued, and your Directors look forward to your continued support.