Laxmi India Finance Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Your Board of Directors ("Board”) are pleased to present the 29th (Twenty Ninth) Board''s Report on the business and operations
of Laxmi India Finance Limited (Formerly known as Laxmi India Finance Private Limited) ("the Company or Laxmi India or LIFL”)
covering the business and key operational highlights of your Company together with the Audited Financial Statements and the
Independent Auditor''s Report thereon for the Financial Year ended March 31,2026.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

The Company''s financial performance for the Financial Year ended March 31, 2026 and corresponding figures of Financial
Year ended March 31,2025 are summarized in the following table:

(Amount in Lakhs except per share data)

The Financial Statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind
AS), notified under the Companies (Indian Accounting Standards) Rule 2015, read with Section 133 and other relevant
provisions of the Companies Act, 2013 ("the Act”).

KEY INDICATORS

• Gross income for the year increased by 28.85% reaching to Rs. 31,959.01 Lakhs as compared to Rs. 24,803.77
Lakhs in 2024-25.

• Profit before tax for the year is Rs. 6,604.71 Lakhs as compared to Rs. 4,735.51 Lakhs in 2024-25, showing a
significant growth of 39.47 %.

• Profit after tax and before Other Comprehensive Income for the year is Rs. 4,975.74 Lakhs as compared to
Rs. 3,600.44 Lakhs in 2024-25, showing a significant growth of 38.20 %.

For more details, please refer to the Management Discussion and Analysis Report ("MDAR”), forming part of the Board
Report''s as Annexure-VI, which, inter-alia, deals adequately with the operations as well as the current and future outlook
of the Company.

Performance of Non-Banking Financial Company Sector in India

The Non-Banking Financial Company ("NBFC”) sector share of systemic credit has continued its structural climb, rising to an
estimated 21% by Financial Year 2025-26 (up from 17% in Financial Year 2019), and is expected to hold broadly in the 21¬
22% range through Financial Year 2026-27 as growth normalizes from post-pandemic highs. SCBs continue to anchor
the system with a 68% share, while market instruments (CPs, CDs, corporate bonds) have continued their gradual decline
toward the 10% mark, partly offset by government efforts (announced in Budget 2026-27) to deepen the corporate bond
market as an alternative funding channel for NBFCs.

On absolute size, NBFC credit- consistent with the Financial Year 2020-Financial Year 2025 series you''d used (Rs. 24.6 trillion
- Rs. 40.3 trillion - Rs. 45.0 trillion)- is estimated to have grown at a mid-teen pace (15-17%) through Financial Year 2026,
taking the book to approximately Rs. 51-52 trillion by March 2026, edging toward the Rs. 50-trillion-plus mark flagged by
CRISIL for Financial Year 2026-27. On a broader balance-sheet basis (RBI''s definition, which includes non-credit assets),
the sector''s books grew 18.9% to Rs. 61.09 Lakh Crore by March 2025, and a further 7.2% to Rs. 65.51 Lakh Crore by
September 2025- the strongest sustained expansion in the dataset, though the pace of incremental growth is expected
to moderate through second half Financial Year 2026 given the West Asia-driven risk-off environment.

2. BRIEF DESCRIPTION AND STATE OF COMPANY''S AFFAIRS

Your Company was originally incorporated as Laxmi India Finleasecap Private Limited on May 10, 1996 under the provisions
of the Companies Act, 1956. It was granted a Certificate of Registration No. B-14.02353, by the Reserve Bank of India
("RBI”) on March 28, 2001 to carry on the business of an NBFC without accepting public deposits. During its journey, the
Company shifted its registered office from Delhi to West Bengal and subsequently to Rajasthan, and obtained the requisite
Certificates of Registration from the RBI and Certificates of Incorporation from Registrar of Companies ("ROC”) pursuant to
such changes. In line with its business objectives, your Company changed its name to Laxmi India Finance Private Limited
on March 10, 2023. Thereafter, your Company was converted into a public limited company and its name was changed to
Laxmi India Finance Limited with effect from October 08, 2024. Consequent upon such conversion, the RBI issued a fresh
Certificate of Registration No. B-10.00318 dated February 7, 2025 and the ROC issued a fresh Certificate of Incorporation
dated October 08, 2024.

Your Company is classified as an NBFC - Investment and Credit Company (NBFC-ICC) under the Middle Layer (NBFCs-ML)
as per Reserve Bank of India (Non-Banking Financial Companies - Registration, Exemptions & Framework for Scale Based
Regulations) Directions, 2025. With over 22 years of experience in the asset finance business, the Company is primarily
engaged in offering a range of lending products including MSME loans, vehicle loans, construction loans, and other credit
solutions tailored to meet the diverse financial needs of its customers.

The Company has a network of 176 branches across the states of Rajasthan, Madhya Pradesh, Uttar Pradesh, Gujarat,
Maharashtra and Chhattisgarh.

OPERATIONAL HIGHLIGHTSa. Disbursement

The Company offers a wide range of MSME Loans (Loan Against Property-backed up with registered mortgage of
property), Auto Loans (Used car loans, Commercial Vehicle Loans, Tractor Loan and Two-Wheeler Loans), Business
Loans (MSME) and Personal Loans. Disbursements during the Financial Year 2025-26 aggregated to Rs. 82,144 Lakhs
as compared to Rs. 71,853 Lakhs in Financial Year 2024-25.

b. Assets Under Management

During the period under review, the Assets Under Management ("AUM") of the Company stood at Rs. 1,62,626 Lakhs
as on March 31,2026 against Rs. 1,27,702 Lakhs as on March 31,2025.

c. Performance review

Laxmi India is emerging as a leading Financing Solutions provider and a one-stop shop for customers, offering a
diversified suite of lending products across MSME Loans, Vehicle Loans, Construction Loans, Business Loans (BL) and
Personal Loans (PL) and Term Loans. Laxmi India aspires to scale up the business through strategic initiatives and
leveraging a strong foothold in the Commercial Finance Business. The Commercial Finance Business is committed to
being a complete financial solutions partner to its customers, through high-quality service and innovative products
that provide value to its customers.

Going forward, Laxmi India continues to grow its MSME business -which stood at Rs. 1,298.68 Cr. of AUM in Financial
Year 2026 (largest vertical)-while also focusing on its Vehicle Finance vertical (Rs. 145.82 Cr.), Construction Loans (Rs.
85.61 Cr.), and its Business Loan and Personal Loan products (Rs. 52.97 Cr. and Rs. 43.18 Cr. respectively), developing
new products and expanding new horizons. The Company continues to focus on high Net Interest Margin products
(Net Interest Income grew 38.65% to Rs. 161.78 Cr. in Financial Year 2026 from Rs. 116.69 Cr. in Financial Year 2025),
increasing customer acquisition - its customer base grew to 42,809 as of March 31,2026, from 35,568 a year earlier
- balancing its product mix, ramping up fee-based income, optimizing operating costs and improving collection
efficiency to further enhance profitability. The average Cost of Borrowing reduced by 68 bps to 10.80% in Financial
Year 2026 (from 11.48% in Financial Year 2025), aided by an upgrade in the Company''s external credit rating from
Acuite "A-" to Acuite "A / Stable Outlook"

While fulfilling its mission of Financial Inclusion, the Company has continued to build deep knowledge of its customers
through analytics-driven underwriting, collections and NPA management. Asset quality remained managed, with
Gross NPA at 2.13%, Net NPA at 1.08% and a Provision Coverage Ratio of 49.43% as of March 31,2026.

During the year, the Company further expanded its geographical presence, growing its branch network by 18 branches
(from 158 to 176) and entering Maharashtra as a new state, taking its footprint to six states -Rajasthan (92 branches),
Gujarat (23 branches), Madhya Pradesh (40 branches), Chhattisgarh (5 branches), Uttar Pradesh (15 branches) and
Maharashtra (1 branch) -with its employee base growing to 1,805.

The Company''s total income (Revenue) grew by 28.85% reaching to Rs. 31,959.01 Lakhs (Rs. 319.60 Cr.) from
Rs. 24,803.77 Lakhs (Rs. 248.04 Cr.) during Financial Year 2026. Assets under Management grew by 27.35% reaching to
Rs. 1,626.26 Cr. from Rs. 1,277.02 Cr., driven by disbursements of Rs. 821 Cr. during the year. Profit before Tax grew by
39.47% reaching to Rs. 66.05 Cr., and Profit after Tax grew by 38.33% reaching to Rs. 49.68 Cr., leading to a Return on
Net Worth of 13.73% and Return on Assets of 3.08%. Net Worth grew by 80.49% reaching to Rs. 465.47 Cr., following a
post-expense equity infusion of Rs. 157.90 Cr. through the Company''s IPO, which also brought down the Debt-Equity
ratio to 2.87x (from 4.41x in Financial Year 2025) and improved the Capital Adequacy Ratio (CRAR) to 26.12%.

d. Capital Adequacy

During the Financial Year 2025-26, the paid-up share capital of the Company increased from Rs. 2,090.71 Lakhs to
Rs. 2,613.39 Lakhs.

As a result of increased net worth, your Company was able to enhance the Capital to Risk Weighted Assets (CRAR)
to 26.12 % as on March 31,2026, well above the minimum requirement of 15.00% CRAR prescribed by the Reserve
Bank of India (Non- Banking Financial Companies- Prudential Norms on Capital Adequacy) Directions, 2025. Out of the
above, Tier I capital adequacy ratio stood at 25.61% and Tier II capital adequacy ratio stood at 0.51%.

3. CHANGE IN THE NATURE OF BUSINESS

During the Financial Year 2025-26, there were no changes in the nature of the business of the company.

4. DIVIDEND

For the expansion of business and for general corporate requirements, the Board of your Company has decided that it
would be prudent, not to recommend any dividend for the Financial Year 2025-26.

5. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any subsidiary, associate or joint venture Company within the meaning of Section 2(87)
and 2(6) of the Act. Accordingly, the disclosure requirement under Rule 8(1) of the Companies (Accounts) Rules 2014 is
not applicable to the Company. Further, there is no material subsidiary of the Company as on March 31,2026 in terms of
Regulation 16(1) (c) of Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations,
2015 ("SEBI Listing Regulations”).

As the Company does not have any subsidiary, the requirement to formulate a Policy for determining material subsidiary
pursuant to Regulation 16(1) (c) of SEBI Listing Regulations is not applicable to the Company.

6. TRANSFER TO RESERVES

As the Company is an NBFC registered with the RBI, it is required, in accordance with the provisions of Section 45-IC of the
Reserve Bank of India Act, 1934, to create a reserve fund and transfer to such reserve fund a sum not less than twenty per
cent of its net profit every year, as disclosed in the Statement of Profit and Loss, before any dividend is declared.

Therefore, the Company has transferred Rs. 995.15 Lakhs in the statutory reserves fund i.e. aggregating to 20% of its net
profit for the Financial Year 2025-26. Further, your Board of Directors does not propose to transfer any amount to general
reserves of the Company.

Pursuant to Section 71 of the Act read with Rule 18 of the Companies (Share Capital and Debentures) Rules, 2014, the
Company, being an NBFC, is exempt from creating debenture redemption reserve in respect of privately placed debentures
including the requirement to invest up to 15% of the amount of debentures maturing during the next financial year.
However, the Company maintains sufficient liquidity buffer to fulfil its obligations arising out of debentures. In case of
secured debentures, an asset cover of at least 100% is maintained at all times.

7. RESOURCE MIX

a. Borrowings

The Company has diversified funding sources from Public Sector Banks, Private Sector Banks and Financial Institutions
etc. Funds were raised in line with the Company''s Resource Planning Policy through Term Loans, Assignment and
Non-Convertible Debentures. The details of funds raised during the Financial Year 2025-26 are mentioned below:

No Interest payment or principal repayment in respect of the term loans, assignment and NCDs was due and unpaid
as at March 31,2026. The assets of the Company which are available by way of security are sufficient to discharge the
claims of the banks and debenture holders as and when they become due.

b. Securitization/Assignment

During the Financial Year 2025-26, your company had assigned a loan portfolio having a total principal amount of
Rs. 4,117 Lakhs under Direct Assignment route. In the previous year, the Company had assigned a loan portfolio
having a total principal amount of Rs. 5,115 Lakhs under Direct Assignment route.

c. Debt to Equity Ratio (Leverage ratio)

As on March 31,2026, the debt to equity ratio of the Company stood at 2.88 times as against 4.41 times as on March
31,2025. The leverage ratio of an applicable NBFC (except NBFC-MFI and NBFC-lFCs) shall not be more than 7 at any
point of time and our leverage ratio is under better position.

d. Non-Convertible Debentures

During the Financial Year 2025-26, your Company has issued 50,000 listed, rated, senior, secured, transferable,
redeemable, non-convertible debentures ("NCDs”) denominated in Indian Rupees having a face value of Rs. 10,000/-
(Rupees Ten Thousand) aggregating to nominal value of Rs. 50,00,00,000/- (Rupees Fifty Crores ) on a private placement
basis and these NCDs are listed on the Wholesale Debt Market segment of BSE Limited ("BSE”).

As specified in the term sheet, the funds raised from NCDs were utilized for on-lending purposes only.

The brief details of NCDs issued on a private placement basis during the Financial Year 2025-26 are mentioned below:

The Company has been regular in making payments of principal and interest on all the NCDs issued by the Company
on a private placement basis. There are no NCDs which have not been claimed by investors or not paid by the Company
after the date on which the NCDs became due for redemption. The assets of the Company which are available by way
of security are sufficient to discharge the claims of the debt security holders as and when they become due.

e. CAPITAL STRUCTURE

a) Authorised share capital

The authorised share capital of the Company as on March 31,2026 is Rs. 30,00,00,000/- (Rupees Thirty Crores)
divided into 6,00,00,000 (Six Crore) Equity Shares of Rs. 5/- (Rupees Five) each . During the Financial Year 2025-26
there was no change in the Authorised share capital of the Company.

b) Issued, Subscribed and Paid -Up share capital

The issued, subscribed and paid up share capital of the Company as on March 31, 2026 is Rs. 26,13,39,375/-
(Rupees Twenty Six Crore Thirteen Lakh Thirty Nine Thousand Three Hundred and Seventy Five) divided into
5,22,67,875 (Five Crore Twenty Two Lakh Sixty Seven Thousand Eight Hundred and Seventy Five) Equity Shares
having face value of Rs. 5/-(Rupees Five) each.

During the Financial Year 2025-26, the following changes occurred in issued, subscribed and paid up share capital of
the Company.

Allotment of 1,04,53,575 (One Crore Four Lakh Fifty Three Thousand Five Hundred and Seventy Five) fresh Equity
Shares of Rs. 5/- (Rupees Five) each pursuant to the Initial Public Offer in terms of Prospectus dated July 31,2025.

As on March 31,2026, all the issued Equity Shares were held in dematerialized mode. Neither of the shares of the
Company are in physical mode. During the Financial Year 2025-26, the Company has not issued any Equity Shares
with differential rights and hence no information as per provisions of Section 43(a) (ii) of the Act is furnished. Further
the company has not issued any sweat equity shares and hence no information as per provisions of Section 54(1)(d)
of the Act is furnished. Also the Company has not issued any bonus shares. The Company has only one class of Equity
Shares with face value of Rs. 5/- (Rupees Five) each, ranking pari passu.

8. CREDIT RATING

The Company''s financial discipline and prudence are reflected in the credit ratings ascribed by rating agencies. The table
below sets out the Company''s credit rating as on March 31,2026.

Further, the Company continued to have 3,000 rated, listed, unsubordinated, secured, transferable, redeemable,
taxable, non-convertible debentures ("NCDs”), denominated in Indian Rupees, having a face value of Rs.1,00,000/-
(Rupees One Lakh ) each, aggregating to Rs. 30,00,00,000/- (Rupees Thirty Crores ), which were issued on a private
placement basis. These NCDs are listed on the Wholesale Debt Market segment of BSE Limited and bear the
International Securities Identification Number (''ISIN'') - INE06WU07064.

During the Financial Year 2025-26, the Company redeemed 1,000 (One Thousand) Secured Non-Convertible
Debentures amounting to Rs. 5,00,00,000/- (Rupees Five Crores) issued to Edge Credit Opportunities Fund I. The date
of redemption is April 02, 2025.

1. Acuite Ratings & Research Limited has revised the long-term rating of''ACUITE A-/Reaffirmed'' (read as ACUITE Single A
minus reaffirmed) with a Positive Outlook to ''ACUITE A/Upgraded '' (read as ACUITE Single A upgraded) with a Stable
Outlook on the Rs. 40.00 Crore Non-Convertible Debentures of Laxmi India.

2. Acuite Ratings & Research Limited has revised the long-term rating of''ACUITE A-/Reaffirmed'' (read as ACUITE Single A
minus reaffirmed) with a Positive Outlook to ''ACUITE A/Upgraded '' (read as ACUITE Single A upgraded) with a Stable
Outlook on the Rs. 25.00 Crore Non-Convertible Debentures of Laxmi India.

3. Acuite Ratings & Research Limited has revised the long-term rating of''ACUITE A-/Reaffirmed'' (read as ACUITE Single A
minus reaffirmed) with a Positive Outlook to ''ACUITE A/Upgraded '' (read as ACUITE Single A upgraded) with a Stable
Outlook on the Rs. 15.00 Crore Non-Convertible Debentures of Laxmi India.

4. Acuite Ratings & Research Limited has revised the long-term rating of''ACUITE A-/Reaffirmed'' (read as ACUITE Single A
minus reaffirmed) with a Positive Outlook to ''ACUITE A/Upgraded '' (read as ACUITE Single A upgraded) with a Stable
Outlook on the Rs. 1126.86 Crore Bank Loans of Laxmi India.

5. Acuite Ratings & Research Limited has revised the long-term rating of ''ACUITE A-/Assigned'' (read as ACUITE Single A
minus assigned) with a Positive Outlook to ''ACUITE A/Upgraded '' (read as ACUITE Single A upgraded) with a Stable
Outlook on the Rs. 450 Crore Bank Loans of Laxmi India.

9. SOCIAL & RELATIONSHIP CAPITAL (HUMAN RESOURCES)

The Company recognized people as its most valuable assets and it has built an open, transparent and meritocratic culture
to nurture this asset. Laxmi India''s mission of creating a high-performance culture has been further strengthened through
areas such as building a capability model (identification of critical competences) nurturing talent through interventions
such as coaching, competency-based training programs and cross-functional projects.

Your Company has a work environment that inspires people to do their best and encourages an ecosystem of teamwork,
continuous learning and work life balance. Your Company believes that people perform to the best of their capability
in organization to which they feel truly associated. Your Company focuses on widening organizational capabilities and
improving organizational effectiveness by having a competent and engaged workforce. Our people are our partners in
progress and employee empowerment has been critical in driving our organizational growth to the next level.

The Company had 1,805 employees on the rolls of the Company as on March 31,2026 as compared to 1,434 as on March
31, 2025.

10. NETWORK EXPANSION (BRANCHES)

The Company is experiencing rapid growth and is continuously expanding its business in the states of Rajasthan, Gujarat,
Madhya Pradesh, Chhattisgarh, Uttar Pradesh and Maharashtra. During the Financial Year 2025-26, the Company opened
new branches as follows: 4 branches in Rajasthan, 6 branches in Madhya Pradesh, 1 branch in Gujarat, 1 branch in
Chhattisgarh, 1 branch in Maharashtra and 11 branches in Uttar Pradesh. As of the close of the financial year ending March
31st 2026, the Company operates a total of 176 branches across these six states. Additionally, during the Financial Year
2025-26, the Company closed 2 branches in Gujarat, 3 branches in Rajasthan and 1 branch in Madhya Pradesh. The details
of branches are as mentioned below:

11. TECHNOLOGY INITIATIVES

The Indian financial market sector is increasingly becoming strategically focused and technologically advanced to meet
consumer expectations and defend market share against a growing number of competitors. There is a strong emphasis on
digitizing core business processes, reassessing organizational structures, and enhancing internal talent to prepare for the
future. This transformation reflects the growing ambition to become a ''digital institution.''

The management of your Company recognizes this trend and has been actively investing in technological upgrades.
We are fine-tuning our systems and processes to ensure alignment with advanced technology platforms. With a future-
oriented approach and a commitment to serving both internal and external customers, we have set a goal to become a
technology-driven company.

Laxmi India is keen to adopt new technologies, whether in accounting software for better reporting or in reducing
Turnaround Time (TAT) by transitioning to a Tab-based Loan Origination System (LOS). The Company employs more than
10 digital techniques to achieve optimized results at minimal cost, enhancing portfolio quality and reducing overall TAT. As
a part of seeing more functions towards technology, we are experimenting with technologies such as more mobile-based
applications and some of the initiatives taken are as follows:

12. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY
WHICH HAVE OCCURRED BETWEEN THE END OF FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no significant 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.

13. MATERIAL DEVELOPMENTS

During the Financial Year 2025-26, the Company has achieved a significant milestone with listing of its Equity Shares on
the National Stock Exchange of India Limited ("NSE”) and BSE Limited ("BSE”) on August 05, 2025. Your Company has
successfully concluded its Initial Public Offer of Rs. 254,25,66,810/- (Rupees Two Hundred Fifty-Four Crore Twenty-Five
Lakh Sixty-Six Thousand Eight Hundred and Ten) comprising of 1,60,92,195 (One Crore Sixty Lakh Ninety-Two Thousand
One Hundred and Ninety-Five) Equity Shares, including an offer for sale of 56,38,620 (Fifty-Six Lakh Thirty-Eight Thousand
Six Hundred and Twenty) Equity Shares and a fresh issue of 1,04,53,575 (One Crore Four Lakh Fifty-Three Thousand Five
Hundred and Seventy-Five) Equity Shares having face value of Rs. 5/- (Rupees Five) and premium of Rs. 153/-(Rupees One
Hundred and Fifty Three).

The International Securities Identification Number ("ISIN") for Depositories National Securities Depository Limited ("NSDL")
and Central Depository Services (India) Limited ("CDSL"), in respect of Equity Shares is INE06WU01026.

14. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL(S)a) Board of Directors

The Company has an optimum combination of executive and non-executive directors in compliance with the
applicable provisions of the Act and the SEBI Listing Regulations. As on March 31, 2026, the Company''s Board
comprises seven (7) Directors viz. four (4) Non- Executive Independent Directors and three (3) Executive Directors out
of which two (2) are Whole-Time Directors and one (1) is Managing Director. All the directors of the Company have
confirmed that they are not disqualified from being appointed as directors in terms of Section 164 of the Act. Further,
none of the directors have been debarred from holding office as director by virtue of any order of the Securities and
Exchange Board of India ("SEBI") or any other authority.

During the Financial Year 2025-26, the following changes took place in composition of the Board of the
Company:-

1. The Board of Directors of the Company, on the recommendation of Nomination and Remuneration Committee
through a resolution passed on May 19, 2025, approved the appointment of Mr. Brijmohan Sharma (DIN:
09646943) as an Independent Director on the Board of the company for a period of 5(Five) consecutive years
with effect from September 28, 2024 till September 27, 2029. The said appointment was subsequently approved
by the shareholders at the Annual General Meeting of the Company held on June 19, 2025. Mr. Brijmohan
Sharma was appointed as an Independent Director on the Board of the Company owing to his distinguished
career of over 40 years in the banking and financial services sector, including senior leadership roles in prominent
public sector banks. His comprehensive expertise in banking operations, credit, corporate banking, and strategic
management will add substantial value to the Board''s functioning. He has also been recognized by PFRDA with
the "Splendid 7" award for outstanding performance in the Atal Pension Yojana.

2. The Board of Directors of the Company, on the recommendation of Nomination and Remuneration Committee
through a resolution passed on May 19, 2025, approved the appointment of Mr. Kalyanaraman Chandrachoodan
(DIN: 07712306) as an Independent Director on the Board of the Company for a period of 5(Five) consecutive
years with effect from February 10, 2025 till February 09, 2030. The said appointment was subsequently approved
by the shareholders at the Annual General Meeting of the Company held on June 19, 2025. Mr. Kalyanaraman
Chandrachoodan was appointed as an Independent Director on the Board of the Company in view of his
extensive experience of nearly 40 years in banking regulation, supervision, compliance, and payment systems.
His leadership roles with the RBI, SBI, IMF, and other financial institutions, both in India and internationally, are
expected to bring valuable insights and strengthen the Company''s governance and regulatory oversight.

3. The Board of Directors of the Company, on the recommendation of Nomination and Remuneration Committee
through a resolution passed on May 19, 2025, approved the reappointment of Mrs. Prem Devi Baid (DIN: 00774922)
as Whole-Time Director, liable to retire by rotation. Being eligible, she offered herself for reappointment, and the
same was subsequently approved by the shareholders at the Annual General Meeting of the Company held on
June 19, 2025.

The following change took place in the composition of the Board of the Company after the end of the
Financial Year 2025-26 and up to the date of the Board''s Report:

1. The Board of Directors of the Company, on the recommendation of Nomination and Remuneration Committee
through a resolution passed on August 12, 2026, approved the re-appointment of Mrs. Aneesha Baid
(DIN: 07117678), Whole-Time Director, liable to retire by rotation and being eligible, offering herself for
re-appointment subject to the approval of shareholders at the ensuing Annual General Meeting of the Company.

b) Key Managerial Personnel

During the Financial Year 2025-26, no changes took place in the Key Managerial Personnel(s) ("KMPs'''') of the Company.

Pursuant to the provisions of Section 203 of the Act read with the rules made there under, the following are the KMPs
of the Company as on March 31,2026:

The following change took place in the KMPs of the Company after the end of the Financial Year 2025-26 and
up to the date of the Board''s Report:

1. The Board of Directors of the Company, on the recommendation of Nomination and Remuneration Committee
through a resolution passed on August 12, 2026, approved the re-appointment of Mrs. Aneesha Baid
(DIN: 07117678), Whole-Time Director, liable to retire by rotation and being eligible, offering herself for re¬
appointment subject to the approval of shareholders at the ensuing Annual General Meeting of the Company.

c) Declaration of Independence by Independent Directors

In accordance with the provisions of Section 149(7) of the Act read with Rule 6(3) of the Companies (Appointment and
Qualifications of Directors) Rules, 2014 and Regulation 25(8) of SEBI Listing Regulations, all Independent Directors have
submitted the necessary declaration of independence, confirming that they meet the criteria of independence as laid
down in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and have also confirmed
that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could
impair or impact their ability to discharge their duties with an objective independent judgment and without any
external influence and that they are independent of the management. Further, the Independent Directors have also
confirmed that they are not debarred from holding the office of director by order of SEBI or any other authority.

Further, the Independent Directors have affirmed that they have complied with the Code applicable for Independent
Directors as stipulated under Schedule IV of the Act and pursuant to the provisions of the Companies (Creation and
Maintenance of Databank of Independent Directors) Rules, 2019 read with Rules 6(1) and 6(2) of the Companies
(Appointment and Qualification of Directors) Rules, 2014, the Independent Directors have registered their name in
the online data bank of Independent Directors maintained & administered by the Indian Institute of Corporate Affairs
("IICA”) and paid the relevant fees. With regard to proficiency of the Independent Directors, ascertained from the
online proficiency self-assessment test conducted by the IICA, as notified under sub section (1) of Section 150 of the
Act, the Company has taken on record the declarations/disclosures submitted by Independent Directors confirming
that either they are exempt from appearing in the test or they have passed the exam as required by the IICA.

Further, the Independent Directors have declared that they are not appointed as an Independent Director on the
Board of more than 3 (Three) NBFCs (NBFC-ML or NBFC-UL) pursuant to Chapter IV of Reserve Bank of India (Non¬
Banking Financial Companies - Governance) Directions ("RBI Governance Directions”) bearing reference no RBI/
DOR/2025-26/344/DOR.GOV.REC.No.263/18-10-013/2025-26 dated November 28, 2025.

Further, there has been no change in the circumstances affecting their status as Independent Directors of the Company.
In the opinion of the Board all the Independent Directors are persons of integrity and has relevant experience and
expertise (including proficiency) for being an Independent Director of the Company.

d) Statement on Compliance with Code of Conduct by Board of Directors and Senior Management Personnel

Your Company has adopted a Code of Conduct for its Board of Directors and Senior Management Personnel ("SMPs''''),
in accordance with the provisions of the Act read with Schedule IV and Regulation 17(5) of the SEBI Listing Regulations.
This Code of Conduct reflects the Company''s commitment to upholding the highest standards of ethical conduct,
integrity, compliance, and accountability. It serves as a guiding framework to reinforce our core values and promote
a culture of transparency and responsible governance. During the Financial Year 2025-26, the Board of Directors and
SMPs have affirmed compliance with the Code of Conduct, both in letter and in spirit. A declaration to this effect
signed by the Managing Director forms part of the "Report on Corporate Governance” annexed to the Board''s Report
as Annexure-II in compliance of Regulation 34(3) read with Part D of Schedule V of the SEBI Listing Regulations.
The code of conduct for BOD and SMPs is uploaded on the Company''s website and can be accessed at: https://
lifc.co.in/uploads/Code%20of%20Conduct%20for%20Board%20of%20Directors%20and%20Senior%20
Management%20Personnel.pdf

e) Separate Meeting of Independent Directors

Pursuant to the provisions of Section 149(8) read with Schedule IV of the Act and Regulation 25(3) of the SEBI Listing
Regulations, the Independent Directors shall hold at least one meeting in a Financial Year without the attendance of
Non-Independent Directors and members of management and all the Independent Directors shall strive to be present
at such meeting. Accordingly, a separate meeting of Independent Directors was held on Tuesday, July 22, 2025 for
Financial Year 2025-26, with all Independent Directors in attendance. This meeting took place without the presence
of Non-Independent Directors and members of the management. At this meeting, the Independent Directors inter-
alia evaluated the performance of the Non-Independent Directors, the Board as a whole and the performance of
the Chairperson (i.e. Managing Director who is the generally elected Chairperson of the Board Meeting) taking into
account the views of Executive Directors and Non-Executive Directors and discussed aspects relating to the quality,
quantity and timeliness of flow of information between the Company management and the Board that is necessary
for the Board to effectively and reasonably perform their duties in compliance with Regulation 25(4) of the SEBI
Listing Regulations. The evaluation was carried out on broad parameters such as Board Composition & quality, Board
meetings and procedures, knowledge and skills, strategy formulation and execution, personal attributes and such
other relevant factors. The Independent Directors expressed their satisfaction with the performance of the Board ,
Chairperson and the Non-Independent Directors of the Company.

f) Familiarisation Programme for Independent Directors

Pursuant to the provisions of Regulation 25(7) of the SEBI Listing Regulations, your Company has adopted a structured
programme for orientation and training of Independent Directors at the time of their joining in order to familiarise
them with the Company- its operations, business model, nature of the industry in which it operates and the regulatory
regime applicable to it and to update the Independent Directors on a continuing basis on any significant changes
in order to enable them to take well informed and timely decisions. The Independent Directors of the Company
are made aware of their roles and responsibilities and the Company''s Code of Conduct for Independent Directors
at the time of their appointment through a formal letter of appointment, which also stipulates various terms and

conditions of their engagement. Each newly appointed Independent Director undergoes an interactive session with
the Managing Director and the Company Secretary & Chief Compliance Officer of the Company.

During the Financial Year 2025-26, periodic strategy meetings were conducted between the Board and SMPs wherein
presentations were made covering the industry scenario, strategic priorities and the business model of the Company.
These strategic meetings facilitate one-on-one interaction between the Directors and SMPs fostering deeper
insights in the Company''s functioning. Quarterly presentations were made to the Board, which include updates on
business performance, financial parameters, liquidity position, fund flows and compliance status. At various Board
and Committee meetings, presentations were made on risk management, key Company policies, and changes in
the regulatory environment applicable to the corporate sector and the industry in which the Company operates and
other relevant matters.

Pursuant to Regulation 46 of the SEBI Listing Regulations, the details of the Familiarisation Programme is uploaded on
the Company''s website and can be accessed at: https://lifc.co.in/uploads/Familiarization%20Programme%20
for%20Independent%20Directors.pdf

15. FIT AND PROPER CRITERIA

The Company has adopted a Fit and Proper Criteria Policy, in accordance with RBI Governance Directions, for ascertaining
the fit and proper criteria of Directors at the time of appointment and on a continuing basis.

Accordingly, all the Directors of the Company have confirmed that they satisfy the "fit and proper” criteria as prescribed in
Annexure II of RBI Governance Directions and that they are not disqualified from being appointed/continuing as Directors
in terms of Section 164 of the Act.

16. NUMBER OF THE MEETING OF THE BOARD OF DIRECTORS

The Board of Directors met 9 (Nine) times during the Financial Year 2025-26. Adequate notice was given to all the Directors
to schedule the Board Meetings, agenda and detailed notes to agenda were sent at least 7 (Seven) days in advance other
than those held on shorter notice and a system exists for seeking and obtaining further information and clarifications on
the agenda items before the meeting and for meaningful participation at the meeting. Frequency and quorum of these
meetings and the intervening gap between any two meetings were in conformity with the provisions of the Act, SEBI
Listing Regulations and Secretarial Standards issued by The Institute of Company Secretaries of India. Moreover, due to
business exigencies or keeping in mind the urgency of matter, resolutions were passed by way of circulation. The Board of
Directors actively participated in the meetings and contributed valuable inputs on the matters brought before them from
time to time.

During the Financial Year 2025-26, the Company held 9 (Nine) Meetings of the Board of Directors as per Section 173 of the
Act and Regulation 17(2) of the SEBI Listing Regulations. The details of these meetings along with attendance details for
each Director, have been disclosed in the "Report on Corporate Governance” annexed to the Board''s Report as Annexure-
II.

17. BOARD COMMITTEES

The Board of Directors of the Company, functions either as full Board, or through various Committees constituted to
oversee specific areas of business operations and Corporate Governance. Each Committee of the Board is guided by its
terms of reference, which defines the composition, scope and powers of the Committee. The Committees meet at regular
intervals, focus on their assigned areas and make informed decisions within the authority delegated to them. As on March
31,2026, the Board has 14 (Fourteen) Committees, namely:

• Audit Committee

• Nomination and Remuneration Committee

• Risk Management Committee

• IT Strategy Committee

• Asset Liability Management Committee

• Corporate Social Responsibility Committee

• Internal Complaints Committee

• Review Committee

• IPO Committee

• Stakeholders'' Relationship Committee

• Identification Committee

• Committee of Executives

• IT Steering Committee

• Business Operation Committee

During the Financial Year 2025-26, all recommendations made by the committees were accepted by the Board of Directors.

The details of the composition and terms of reference of these Committees, together with the number of meetings held
during the Financial Year 2025-26 and the attendance of members thereat, are provided in the "Report on Corporate
Governance” annexed to the Board''s Report as Annexure-II.

Further the detailed terms of reference of these Committees are included in the Corporate Governance Policy which is
uploaded on the Company''s website and can be accessed at https://lifc.co.in/uploads/Corporate%20Governance%20
Policy.pdf

The composition of Audit Committee and Corporate Social Responsibility Committee as required to be disclosed as per
Section 177 and 135 of the Act is provided below:

Composition of Audit Committee as on March 31,2026

Composition of Corporate Social Responsibility Committee as on March 31,2026

18. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Board of Directors has adopted a "Nomination, Remuneration and Compensation Policy" ("NRC Policy") in

compliance with Chapter IV of RBI Governance Directions, Regulation 19 read with Part D of Schedule II of the SEBI Listing
Regulations and Section 178(3) of the Act read along with the applicable rules thereto, as amended from time to time. The
NRC Policy act as guidelines on matters relating to the nomination, remuneration, appointment, removal and evaluation

of performance of the Directors, KMPs and SMPs of the Company. Further, the NRC Policy aims to ensure that the Company
attracts, retains and motivates competent individuals by adopting a fair, transparent and performance-oriented approach
towards governance, nomination and remuneration practices.

Pursuant to the provisions of Section 134(3)(e) of the Act, the Company''s Policy on Director''s appointment and remuneration
including criteria for determining qualifications, positive attributes, independence of a director and other matters provided
under Section 178(3) of the Act is uploaded on the Company''s website and can be accessed at https://lifc.co.in/uploads/
Nomination_%20Remuneration%20_%20Compensation%20%20Policy.pdf

Further, the Company has also adopted a Fit and Proper Criteria Policy for ascertaining the ''Fit and Proper'' criteria of
Directors at the time of appointment and on a continuing basis, pursuant to the RBI Governance Directions. The Company
has also formulated a policy on Succession Planning for Directors and KMPs to ensure continuity and smooth functioning
of the Company, details of which are provided in the "Report on Corporate Governance” annexed to the Board''s Report as
Annexure-II.

Further during the Financial Year 2025-26, the NRC Policy was revised to align it with the provisions of the SEBI Listing
Regulations, pursuant to the listing of the Company''s Equity Shares on BSE and NSE. The NRC Policy was also updated to
align with the RBI Governance Directions dated November 28, 2025, as amended from time to time.

19. ANNUAL PERFORMANCE EVALUATION

Pursuant to the provisions of Section 178 of the Act, SEBI Listing Regulations, Guidance Note on Board Evaluation issued
by SEBI and Guidance Note on Board Evaluation issued by The Institute of Company Secretaries of India ("ICSI”), the Board
of Directors has carried out an annual performance evaluation of its own performance, its Committees and the Directors
individually including Independent Directors based on the criteria and framework adopted by the Nomination and
Remuneration Committee ("NRC”). A structured questionnaire covering various aspects of evaluation of performance of
the Board, its Committees and individual Directors (including Independent Directors) is put forth for completion of the
evaluation process. The NRC has carried out the evaluation of the performance of each Director, Key Managerial Personnel,
and Senior Management Personnel prior to their re-appointment, and has also conducted their annual performance
evaluation as per NRC Policy of the Company.

The performance evaluation of Independent Directors was done by the entire Board and was in compliance of the
requirement mentioned in Regulation 17(10) of the SEBI Listing Regulations.

During the Financial Year 2025-26, a separate meeting of Independent Directors was held on Tuesday, July 22, 2025, in
compliance of Regulation 25(3) of the SEBI Listing Regulations and Section 149(8) read with Schedule IV of the Act, without
the attendance of Non-Independent Directors and members of the Management. At this meeting, the Independent
Directors inter alia evaluated the performance ofNon-Independent Directors and the Board as a whole, and the performance
of Chairperson (i.e. Managing Director who is the generally elected Chairperson of the Board Meeting) taking into account
the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of the flow
of information between the Management and the Board which is necessary for the Board to effectively and reasonably
perform its duties in compliance with Regulation 25(4) of the SEBI Listing Regulations.

The criteria for performance evaluation of Committees, Board as a whole, Chairperson, Independent Directors and other
Directors provide certain parameters like:

> Participation at the Board / Committee meetings;

> Commitment (including guidance provided to senior management outside of Board/ Committee meetings);

> Effective deployment of knowledge and expertise;

> Updated knowledge/ information pertaining to business of the company;

> Effective management of relationship with stakeholders;

> Integrity and maintaining of confidentiality;

> Independence of behavior and judgment;

> Impact and influence;

> Ability to contribute to and monitor corporate governance practice; and

> Adherence to the code of conduct for independent directors

The Directors expressed their satisfaction on the parameters of evaluation, the implementation of the evaluation exercise
and the outcome of the evaluation process.

20. STATUTORY AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 139 and 141 of the Act, read with rules made thereunder and based on the
recommendation of Audit Committee and Board of Directors, M/s. S.C. Bapna and Associates, Chartered Accountants,
(Firm''s Registration Number : 115649W) were appointed as Statutory Auditors of the Company, vide Ordinary Resolution
passed in the 27th Annual General Meeting held on 29th June, 2024 for a consecutive period of 3 (Three) years till the
conclusion of 30th Annual General Meeting to be held in the calendar year 2027 at a remuneration as may be mutually
agreed by the Board of Directors and Statutory Auditors from time to time.

M/s S.C. Bapna and Associates (Firm''s Registration Number: 115649W), Chartered Accountants, have given their confirmation
to the effect that they are eligible to act as a Statutory Auditors and that they have not been disqualified in any manner
from continuing as Statutory Auditors of the Company, in terms of Section 139 and 141 of the Act read with the Companies
(Audit and Auditors) Rules 2014 and applicable RBI Guidelines. Further, as required under the relevant provisions of SEBI
Listing Regulations, the Statutory Auditors have also confirmed that they have subjected themselves to the peer review
process of the Institute of Chartered Accountants of India ("ICAO and they hold a valid certificate issued by the Peer Review
Board of ICAI.

There are no qualifications, reservation, adverse remarks or disclaimer in the Auditors'' Report on the Financial Statements
for the Financial Year 2025-26 which require any clarification/explanation as required under Section 134(3)(f) of the Act. The
Notes on financial statements are self-explanatory and need no further explanation. Further, the Auditors'' Report "with an
unmodified opinion”, given by the Statutory Auditors on the Financial Statements of the Company for Financial Year 2025¬
26, is disclosed in the Financial Statements forming part of the Annual Report.

21. SECRETARIAL AUDITORS & THEIR REPORT

In compliance with the provisions of Section 204(1) of the Act read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors on the recommendation of Audit Committee
had re-appointed M/s V.M. & Associates, Practicing Company Secretaries (FRN: P1984RJ039200) to undertake the Secretarial
Audit of the Company for the Financial Year 2025-26 in their Board meeting held on May 19, 2025.

Pursuant to the listing of Company''s Equity Shares on BSE and NSE with effect from August 5, 2025, the provisions of
Regulation 24A of the SEBI Listing Regulations became applicable to the Company.

Accordingly, pursuant to Regulation 24A(1) of the SEBI Listing Regulations, M/s. V.M. & Associates, Practicing Company
Secretaries, has issued Secretarial Audit Report in Form MR-3 and the same forms part of Board''s Report as Annexure-III.
Pursuant to Regulation 24A(2) of the SEBI Listing Regulations, M/s. V.M. & Associates, Practicing Company Secretaries, has
issued the Annual Secretarial Compliance Report, conforming compliance by the Company of the applicable SEBI Listing
Regulations and circulars/guidelines issued thereunder. Both the reports do not contain any qualification, reservation,
adverse remark or disclaimer.

In compliance with Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act and based on the
recommendation of Audit Committee, the Board of the Company at its meeting held on May 13, 2026, has approved
the appointment of M/s. V.M. & Associates, Practicing Company Secretaries (FRN: P1984RJ039200) and Peer Review
Certificate No. 5447/2024) as the Secretarial Auditors of the Company for a first term of 5 (Five) consecutive Financial Years
commencing from Financial Year 2026-27 subject to the approval of shareholders at the ensuing Annual General Meeting
of the Company.

22. REPORTING OF FRAUDS BY AUDITORS

During the Financial Year 2025-26, the Statutory Auditors, Internal Auditors and the Secretarial Auditors have not reported,
any instances of fraud committed against the Company by its officers or employees, under Section 143(12) of the Act.

23. INTERNAL AUDITOR & ITS REPORT

As a part of its efforts to evaluate the effectiveness of the internal control systems, pursuant to the provisions of Section
138 of the Act, read with the Companies (Accounts) Rules, 2014, Mrs. Priya Kadyan, Chartered Accountant, was appointed
as an Internal Auditor of the Company by the Board of Directors at its meeting held on December 15, 2024 on such
remuneration and by such scope, functioning, periodicity and methodology for conducting the internal audit as may
be decided by the Managing Director in consultation with the Internal Auditor. There were no qualification, reservation,
adverse remark or disclaimer in the Internal Auditors'' Report which require any clarification/explanation as required under
Section 134(3)(f) of the Act.

24. COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148 of the Act, are
not applicable in respect of the business activities carried out by the Company and hence the Company was not required
to maintain cost records.

25. LAXMI INDIA FINANCE LIMITED EMPLOYEE STOCK OPTION SCHEME-2023

The Company has initially adopted the "Employee Stock Option Scheme-2023” which was duly approved by the members
at the Annual General Meeting held on September 19, 2023, under the name "Laxmi India Finance Private Limited
Employee Stock Option Scheme - 2023" ("Scheme”). Subsequently, based on the recommendation of the NRC and the
Board, the Scheme was revised and approved by the members at the Extra-Ordinary General Meeting held on November
29, 2024, to align it with the requirements of the Securities and Exchange Board of India (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 ("SEBI (SBEB & SE) Regulations”) in view of the proposed Initial Public Offer of the
Company''s Equity Shares.

Consequent upon the conversion of the Company into a public limited company, the Scheme was renamed from "Laxmi
India Finance Private Limited Employee Stock Option Scheme - 2023" to "Laxmi India Finance Limited Employee
Stock Option Scheme - 2023" ("Scheme”).

Following the listing of the Company''s Equity Shares on BSE and NSE on August 05, 2025, the Scheme was ratified by
the shareholders through Postal Ballot on December 18, 2025, in accordance with the provisions of the SEBI (SBEB & SE)
Regulations. The Scheme provides for the grant of up to 20,90,000 (Twenty Lakh Ninety Thousand) stock options to
eligible employees of the Company. The Company has also obtained in-principle approval from BSE and NSE on February
3, 2026, for the listing of the equity shares to be issued upon exercise of the vested stock options under the Scheme.

The objective of the Scheme is to reward eligible employees for their continued association with the Company and to
recognise their contribution and performance. The Scheme is designed to motivate employees to contribute towards the
sustained growth and profitability of the Company by providing performance-based incentives and long-term wealth
creation opportunities. It also aims to attract, motivate and retain talented employees, foster a greater sense of ownership

and alignment with the Company''s long-term objectives, and recognise the commitment, dedication and loyalty of
employees towards the continued success and growth of the Company.

The NRC of the Board, which also functions as the Compensation Committee under the Scheme, is responsible for the
administration and implementation of the Scheme. The NRC administers and monitors the Scheme in accordance with the
provisions of the Act, the rules made thereunder and the SEBI (SBEB & SE) Regulations.

A statement containing relevant disclosures in respect of "Laxmi India Finance Limited Employee Stock Option Scheme

- 2023" as required under Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 for the Financial Year
2025-26, is provided below:

Employee-wise details of options granted to

a) Key Managerial Personnel:

b) any other employee who receives a grant of options in any one year of option amounting to five percent or more of
options granted during that year:

c) Identified employees who were granted Options, during any one year, equal to or exceeding one percent of the
issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant: Nil

Further the details as required to be disclosed as per Regulation 14 of the SEBI (SBEB & SE) Regulations is uploaded on the
Company''s website and can be accessed at https://lifc.co.in/esop

The Company has also obtained a certificate from M/s. V.M. & Associates,Secretarial Auditors of the Company under
Regulation 13 of SEBI (SBEB & SE) Regulations stating that the Scheme has been implemented in accordance with the SEBI
(SBEB & SE) Regulations. The said certificate is uploaded on the Company''s website and can be accessed at https://lifc.
co.in/esop

26. ANNUAL RETURN

As per the requirement of Section 92(3) read with Section 134(3)(a) of the Act and Rule 12(1) of the Companies (Management
and Administration) Rules, 2014, the annual return of the Company for the Financial Year ended March 31,2026 is uploaded
on the Company''s website and can be accessed at https://lifc.co.in/annual-returns

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

Your Company continuously strives to conserve energy, adopt environment friendly practices and employ technology for
more efficient operations. The particulars relating to the energy conservation and technology absorption, as required under
Section 134 (3)(m) of the Act, read with the Companies (Accounts) Rules, 2014 are given in the Annexure-IV annexed to
the Board''s Report.

28. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013 (“POSH ACT")

The Company adopts a zero-tolerance approach towards sexual harassment of women at workplace. A detailed Policy on
Prevention of Sexual Harassment at Workplace ("POSH Policy”) is in place as per the requirements ofThe Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act”).

The Company has always believed in providing a safe and harassment free workplace for every individual through
various initiatives and practices. The Company always endeavours to create and provide an environment that is free from
discrimination and harassment including sexual harassment. The POSH Policy provides comprehensive protection to
all employees covered under the Policy, including permanent, contractual, temporary and trainee personnel. The main
objective of the POSH Policy is to enable all those working with the Company to raise their concerns and make complaints
without any fear and be heard in a fair and unbiased manner.

Following is the summary of sexual harassment complaints received and disposed off by the Company during the Financial
Year 2025-26:

Further, the Company has complied with provisions relating to the constitution of the Internal Complaints Committee
under POSH Act, amended as on date. The Internal Complaints Committee met 1 (One) time during the Financial Year
2025-26 on Saturday, March 07, 2026. The composition and attendance details of the Internal Complaints Committee have
been disclosed in the "Report on Corporate Governance” annexed to the Board''s Report as Annexure-II.

29. RISK MANAGEMENT

Risks are events situation or circumstances, which may lead to negative consequences on the Company''s business. Risk
Management is a structured approach to manage uncertainty. A formal approach to risk management is being adopted
by the company and key risks will now be managed within a unitary framework.

Periodic assessment to indemnify the risks areas are carried out and management is briefed on the risks in advance to
enable the Company to control risk through a properly defined plan. The risks are taken into account while preparing the
annual business plan for the year. The Board is also periodically informed of the business risks and the actions taken to
manage them. The Company has formulated a policy for Risk Management with the following objects:

• Provide an overview of the principles of risk management.

• Explain approach adopted by the Company for risk management.

• Define the organisational structure for effective risk management.

• Develop a risk culture that encourages all employees to identity risks and to respond to them with effective actions.

• Identify, assess and manage existing and new risks in a planned and coordinated manner with minimum disruption
and cost, to protect and preserve Company''s human, physical and financial assets.

The details of the Risk Management Framework, issues related thereto, Risk Management Policy adopted by the Company
including identification therein of elements of risk if any, which in the opinion of the Board of the Company may threaten
the existence of the Company have been explained in detail in the Management Discussion and Analysis Report forming
part of the Board''s Report as Annexure-VI.

Your Company has constituted a Risk Management Committee of the Board which is authorized to monitor and review
risk management plan. Details of the Risk Management Committee are provided in the "Report on Corporate Governance”
annexed to the Board''s Report as Annexure-II.

Further, the Risk Management Policy adopted by the Company has been uploaded on the Company''s website and can be
accessed at https://lifc.co.in/uploads/Risk%20Management%20Policy.pdf

30. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM

Pursuant to the provisions of 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 SEBI Listing Regulations, the Company has established a Vigil Mechanism through its
Whistle Blower Policy to provide a framework for directors and employees to report genuine concerns and to encourage
employees to report suspected legal violations, fraudulent or irregular conduct of an employee or business associate
of the Company. Such incidents, if not reported would breach trust and endanger the Company''s reputation. Through
this mechanism, the Company provides a channel to the employees and Directors to report to the management about
unethical behaviour, actual or suspected fraud or violation of the Codes of Conduct or legal or regulatory requirements,
incorrect or misrepresentation of any financial statements and reports, etc.

The Company has a Whistle Blower Policy & Vigil Mechanism ("Policy”) to deal with instances of fraud and mismanagement,
if any. This Policy ensures that strict confidentiality is maintained whilst dealing with concerns and that no discrimination
will be meted out to any person for a genuinely raised concern. The Policy as approved by Board is uploaded on the
Company''s website and can be accessed at https://lifc.co.in/uploads/Whistle%20Blower%20Policy%20_%20
Vigil%20Mechanism(1).pdf

During the Financial Year 2025-26, no whistle blower event was reported and mechanism is functioning well and no
personnel has been denied access to the Chairman of Audit Committee.

The effectiveness of the Vigil Mechanism is annually reviewed by the Audit Committee, which ensures that all the grievances
are handled properly.

31. DEPOSITS FROM PUBLIC

Being a non-deposit taking NBFC, your Company has not accepted any deposit from public during the Financial Year 2025¬
26 within the meaning of the provisions of the Reserve Bank of India (Non-Banking Financial Companies- Acceptance of
Public Deposits) Directions, 2025, dated November 28, 2025 and the applicable provisions of Chapter V of the Act and
shall not accept any deposit from the public without obtaining prior approval of the RBI. Therefore, the requirement for
furnishing the details relating to deposits covered under Chapter V of the Act or the details of deposits that are not in
compliance with Chapter V of the Act is not applicable. Further, the Board of Directors, by way of a circular resolution
passed on April 18, 2026, approved the non-acceptance of public deposits during the Financial Year 2025-26.

32. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

Pursuant to Section 186(11)(a) of the Act, read with Rule 11(2) of the Companies (Meetings of Board and its Powers) Rules,
2014, loans made, guarantees given or securities provided or acquisition of securities by an NBFC in the ordinary course of
its business are exempted from disclosure in the Annual Report. Further the details regarding loans and guarantees given
or investments made by the Company during the Financial Year 2025-26, are more particularly described in Note No. 5 &
6 to the Audited Financial Statements of the Company.

33. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the Financial Year 2025-26, the Company has entered into various related party transactions which were in the
ordinary course of business and on arm''s length basis. Further, all such transactions were within the limits as approved by
Board/ Audit Committee as applicable.

There were no contracts or arrangements entered into with related parties referred to in Section 188(1) of the Act during
Financial Year 2025-26 and hence Form AOC-2 is not required to be enclosed with Board''s Report in accordance with
Section 134(3)(h) read with the Rule 8(2) of the Companies (Accounts) Rules, 2014.

All related party transactions entered into during the Financial Year 2025-26 were in compliance with the applicable
provisions of the Act and Regulation 23 of the SEBI Listing Regulations as amended. Further, the Company did not engage
in any material significant transactions with related parties that could potentially create conflicts of interest between
Company and these parties during the Financial Year 2025-26.

The Policy on Related Party Transactions is uploaded on the Company''s website and can be accessed at https://lifc.co.in/
uploads/Related%20Party%20Transaction%20Policy.pdf

The disclosures relating to related party transactions as required under Indian Accounting Standard (Ind AS) 24 -Related
Party Disclosures are provided in Note No. 48 to the Audited Financial Statements of the Company.

34. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Your Company recognizes Corporate Social Responsibility ("CSR") as a strategic approach to create shared value and
contributing to social and environmental well-being through impactful initiatives. Our endeavour is to focus on reaching
diverse segments of the society, with socially relevant projects, that benefit these communities and in small ways enhance
the quality of their lives.

As per the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules,
2014 ("CSR Rules"), the CSR obligation of the Company for Financial Year 2025-26 was Rs. 63.68 Lakhs against which your
Company has spent Rs. 66.57 Lakhs.

The details of Corporate Social Responsibility Committee is provided in the "Report on Corporate Governance" annexed to
the Board''s Report as Annexure-II.

Corporate Social Responsibility Policy

The Company is having Corporate Social Responsibility Policy ("CSR Policy") which sets out the objective, areas, activities
and the manner in which the expenditure on CSR obligation would be carried out by the company and the same is
uploaded on the Company''s website and can be accessed at https://lifc.co.in/uploads/Corporate%20Social%20
Responsibility%20Policy.pdf

Pursuant to Rule 8(1) of the CSR Rules, the brief outline of the CSR Policy, including overview of the programs undertaken
by the Company, the composition of the CSR Committee, average net profits of the Company for the past three financial
years, prescribed CSR expenditure and details of the amount spent by the Company on CSR activities during the Financial
Year 2025-26, have been included in Annual Report on CSR Activities attached as Annexure-I to the Board''s Report.

During the Financial Year 2025-26, CSR Policy was aligned with Reserve Bank of India (Non-Banking Financial Companies-
Registration, Exemptions & Framework for Scale Based Regulations) Directions, 2025.

Further, in accordance with the Rule 4 of the CSR Rules, the Chief Financial Officer has certified that the funds disbursed
have been utilised for the purpose and in the manner approved by the Board for Financial Year 2025-26.

35. RBI GUIDELINES

The Reserve Bank of India on November 28, 2025 issued Reserve Bank of India (Non-Banking Financial Companies -
Registration, Exemptions and Framework for Scale Based Regulation) Directions, 2025 comprising 26 comprehensive
Directions in place of Master Direction-Reserve Bank of India (Non-Banking Financial Company-Scale Based Regulation)
Directions, 2023.

Your Company has generally complied with the requirements prescribed under these Directions and has proactively aligned
with the new framework, ensuring timely adoption of the mandated policies and processes, reflecting its commitment to
governance, prudent risk management and sustainable growth.

The Company continues to comply with all applicable RBI Directions, laws, regulations, guidelines, etc. as prescribed by RBI
from time to time.

As a prudent practice, your Company makes accelerated provisioning than that required by RBI for NBFCs in form of
Impairment Loss Allowances under ECL Framework.

36. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS,
IMPACTING THE GOING CONCERN STATUS OF THE COMPANY AND ITS FUTURE OPERATIONS

During the Financial Year 2025-26, there were no significant and material orders passed by the Regulators/ Courts/ Tribunals
which would impact the going concern status of the Company and its future operations.

37. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Internal Financial Controls laid down by the Company are a systematic set of controls and procedures to ensure the orderly
and efficient conduct of its business including adherence to the Company''s policies, safeguarding of its assets, prevention
and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable
financial information. Internal financial controls not only require the system to be designed effectively but also to be tested
for operating effectiveness periodically. The Board is of the opinion that internal financial controls with reference to the
Financial Statements are adequate and operating effectively. The internal financial controls are commensurate with the
size, scale, and complexity of operations.

The Audit Committee annually reviews the adequacy and effectiveness of the internal control systems and provides
recommendations for their continuous improvement. During the Financial Year 2025-26, neither the Internal Auditor nor
the Statutory Auditors has given modified opinion on the efficiency or effectiveness of internal financial controls of the
Company.

38. TRANSFER OF UNCLAIMED DIVIDEND AND EQUITY SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 and 125 of the Act, read with the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules”), dividend, if not claimed or paid for a period
of 7 years from the date of transfer to Unpaid Dividend Account of the Company, shall be transferred to the Investor
Education and Protection Fund ("IEPF”). Further all the shares in respect of which dividend has not been paid or claimed for
seven consecutive years or more shall be transferred by the Company in the name of IEPF.

The provision of Section 125(5) and (6) of the Act, do not apply as there was no dividend declared and paid in the previous
years.

39. STATEMENT ON COMPLIANCE WITH SECRETARIAL STANDARDS

Your Directors state that they have devised proper systems to ensure compliance with the provisions of all applicable
Secretarial Standards issued by the ICSI and that such systems are adequate and operating effectively and the applicable
Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively,
have been duly complied with by your Company.

40. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the Financial Year 2025-26, the Company has neither made any applications, nor any proceedings were pending
under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) therefore, it is not applicable on the company.

41. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed analysis of the Company''s performance is provided in the Management Discussion and Analysis Report,
prepared in accordance with the applicable provisions of RBI Governance Directions, Reserve Bank of India (Non-Banking
Financial Companies - Financial Statements: Presentation and Disclosures) Directions, 2025 and Para B of Schedule V of the
SEBI Listing Regulations. The said report forms an integral part of the Board''s Report as Annexure-VI and, inter alia, covers
the overall industry scenario, economic developments, sector-wise performance, outlook, risks and concerns, material
developments, and the state of affairs of the Company.

42. DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors would like to inform that the audited financial statements of the Company for the Financial Year ended
March 31,2026, are in conformity with the requirements of Section 134(3)(c) of the Act and hereby confirm that:

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

b) the Directors had selected such accounting policies and applied them consistently and made judgments and

estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at

the end of the financial year and of the profit or loss of the Company for that period;

c) 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;

d) the Directors had prepared the annual accounts on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial

controls are adequate and were operating effectively; and

f) 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.

43. COMPLAINTS RECEIVED FROM CUSTOMERS

Your Company has established a Customer Grievance Redressal Mechanism in accordance with the Reserve Bank of India
(Non-Banking Financial Company - Responsible Business Conduct) Directions, 2025.The mechanism is designed to ensure
prompt, fair and transparent resolution of customer complaints through a structured three-level internal escalation process
comprising the Branch Manager, the Grievance Redressal Officer and the Company Secretary & Chief Compliance Officer.
Where a complaint remains unresolved within the prescribed timeline, customers may approach the Reserve Bank of India
under the Reserve Bank-Integrated Ombudsman Scheme, 2026.

The Company also maintains a dedicated grievance redressal framework for complaints relating to credit information
reporting and recovery activities, in compliance with the applicable RBI Directions. The details of the grievance redressal
mechanism, including contact particulars of the Grievance Redressal Officer and escalation channels, are displayed at all
branches and are available on the Company''s website.

The details of complaints durina the Financial Year 2025-26 are provided below:

44. CORPORATE GOVERNANCE

Your Company believes that a good corporate governance system is necessary to ensure its long-term success. Your
Company ensures good governance through the implementation of effective policies and procedures, which are mandated
and periodically reviewed by the Board or the Committees of the Board of Directors of the Company. The Company''s Board
approved Policies has been uploaded on the Company''s website and can be accessed at https://lifc.co.in/policies

The RBI has issued RBI Governance Directions, which are applicable to every NBFC-ICC registered with the RBI and, inter
alia, require such companies in terms of Chapter IV to frame internal guidelines on corporate governance. Your Company
is classified as a Middle Layer NBFC (NBFC-ML) and accordingly the aforesaid RBI Governance Directions are applicable to
the Company. Further, as a listed entity, the Company is also required to comply with the applicable provisions of the SEBI
Listing Regulations including Regulations 17 to 27, which lay down corporate governance requirements relating to the
composition and functioning of the Board and its committees, disclosure obligations and adoption of governance-related
policies.

In compliance with the aforesaid RBI Governance Directions and the applicable provisions of the SEBI Listing Regulations
and pursuant to the approval of the Board, the Company has adopted Corporate Governance Policy ("CG Policy")
to ensure the implementation of sound governance practices, transparency, accountability and effective oversight. The
CG Policy is uploaded on the Company''s website and can be accessed at https://lifc.co.in/uploads/Corporate%20
Governance%20Policy.pdf

Pursuant to the provisions of the SEBI Listing Regulations, as amended from time to time, and the regulatory guidelines
issued by the RBI governing NBFCs, a detailed report on compliance titled as "Report on Corporate Governance" with the
corporate governance requirements prescribed under Regulation 34 read with Schedule V of the SEBI Listing Regulations
and Chapter III of the Reserve Bank of India (Non-Banking Financial Companies - Financial Statements: Presentation and
Disclosures) Directions, 2025 dated November 28, 2025 forms an integral part of the Board''s Report and is annexed as
Annexure-II.

The following certificates form part of the "Report on Corporate Governance” in compliance with the applicable provisions
of the SEBI Listing Regulations:

1. A Certificate received from M/s. V.M. & Associates, Practicing Company Secretaries, confirming that none of the
directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as
directors of Company by the Board/Ministry of Corporate Affairs or any such statutory authority for Financial Year
2025-26 in compliance of Regulation 34(3) read with Para C of Schedule V of the SEBI Listing Regulations.

2. A Compliance Certificate received from M/s. V.M. & Associates, Practicing Company Secretaries, regarding compliance
with conditions of corporate governance as required in compliance of Regulation 34(3) read with Para E of Schedule
V of the SEBI Listing Regulations.

3. A Compliance Certificate issued by Managing Director and Chief Financial Officer of the Company in compliance of
Regulation 17(8) read with Part B of Schedule II of the SEBI Listing Regulations.

The Quarterly Report on Corporate Governance has been submitted by the Company to BSE and NSE, in terms of Regulation
27(2) of the SEBI Listing Regulations. The said reports have been uploaded on the Company''s website and can be accessed
at https://lifc.co.in/disclosures-under-reg-46-of-sebi-lodr

45. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The 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 form part of the Board''s
Report as Annexure-V.

Pursuant to the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the statement containing the names and other particulars of the top
ten employees in terms of remuneration drawn and employees drawing remuneration in excess of the limits prescribed
under the said Rules forms part of the Board''s Report as Annexure.

However, in terms of the first proviso to Section 136(1) of the Act read with the provisos to Rule 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Annual Report is being sent to the members
excluding the aforesaid Annexure. The said statement is available for inspection by the members at the Registered Office
of the Company during business hours up to the date of the ensuing Annual General Meeting. Any member interested in
obtaining a copy of the said statement may write to the Company Secretary and Chief Compliance Officer at investors@
lifc.in and the same shall be furnished on request in accordance with the provisions of the Act and the Rules made
thereunder.

Further, the Company did not have any employee posted and working in a country outside India during the Financial Year
2025-26. Accordingly, the disclosure requirements relating to such employees under Rule 5(3) are not applicable.

46. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company affirms that it is in compliance with all the applicable provisions of the Maternity Benefit Act, 1961 read with
the rules made thereunder and has implemented all applicable requirements relating to maternity benefits for eligible
employees in accordance with the applicable laws.

47. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to the SEBI Listing Regulations, the Business Responsibility and Sustainability Report for the Financial Year 2025¬
26 is not applicable to the Company.

48. PROHIBITION OF INSIDER TRADING

Pursuant to the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015
("SEBI PIT”) and amendments thereto, your Company has adopted the Code of Conduct for regulating, monitoring and
reporting of trading by its designated persons and immediate relatives of designated persons ("Code”) for prohibition
of insider trading in the securities of the Company. The Code inter alia prohibits trading of shares of the Company by its
Designated Persons and other connected persons while in possession of Unpublished Price Sensitive Information ("UPSI”)
in relation to the Company during the period when the trading window is closed.

The Company has also formulated a Code of practices and procedures for fair disclosure of UPSI and the said Code is
uploaded on the Company''s website and can be accessed at https://lifc.co.in/uploads/Code%20of%20Practices%20
and%20Procedures%20for%20Fair%20Disclosure%20of%20UPSI.pdf

49. UTILIZATION OF PROCEEDS OF IPO

Pursuant to Regulation 32 of the SEBI Listing Regulations, the Company confirms that there was no deviation or variation in
the utilisation of the proceeds raised through the Initial Public Offer (IPO) from the objects stated in the Prospectus dated
July 31,2025, during the Financial Year 2025-26.

In accordance with the applicable SEBI Listing Regulations, the Monitoring Agency has submitted its quarterly reports
confirming that there was no deviation or variation in the utilisation of the IPO proceeds from the objects stated in the
Prospectus. The said reports have been placed before the Audit Committee and the Board and have been submitted to the
BSE and NSE within the prescribed timelines.

50. OTHER DISCLOSURES

Other disclosures with respect to the Board''s Report as required under the Act, the Rules notified thereunder, applicable
RBI Directions and the SEBI Listing Regulations are either NIL or

51. ACKNOWLEDGEMENT

Your Directors express their sincere gratitude to the Company''s shareholders, customers, lenders, banks, financial
institutions, business associates, vendors and all other stakeholders for the trust and confidence reposed in the Company.
Your Directors place on record their deep appreciation for the commitment, dedication and invaluable contribution of
the employees at all levels, whose efforts have been instrumental in the Company''s performance and growth during the
year. The Board also acknowledges the valuable guidance of its members and the contributions of the Statutory Auditors,
Secretarial Auditors, Internal Auditors and other professional advisors in strengthening the Company''s governance and
operations. The Board look forward to the continued confidence of all stakeholders as the Company remains committed to
creating sustainable value through responsible growth and sound governance.

Date: August 12, 2026 For and on behalf of the Board of Directors

Place: Jaipur For Laxmi India Finance Limited

(Formerly Known as Laxmi India Finance Private Limited)

Sd/- Sd/-

Reg. Office: 2, DFL, Gopinath Marg Deepak Baid Aneesha Baid

MI Road, Jaipur - 302001, Rajasthan Managing Director Whole-Time Director

CIN: L65929RJ1996PLC073074 (DIN: 03373264) (DIN: 07117678)

Email: [email protected]
Website: www.lifc.co.in