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To,

The Members,

Your directors have pleasure in presenting their 32^nd Annual Report on the business and operations of the Company together with its Audited Accounts for the year ended 31^st March, 2025.

1) FINANCIAL RESULTS AND OPERATIONAL REVIEW:

The highlights of the financial results of the Company for the financial year ended March 31, 2025 are as under:

(` in Lakhs)

2) BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'S AFFAIR:

On account of overall economic slowdown, liquidity crisis faced by the Company and investments being blocked, your Company is striving hard to capture its business opportunities and also trying for new avenues to provide impetus to the operations of the Company and achieve target as per business plan of the Company.

3) CHANGE IN THE NATURE OF BUSINESS:

The Company is engaged in the activities of NBFC.

There was no change in the nature of the business of the Company during the year under review.

4) DIVIDEND:

In view of inadequacy of distributable profits your directors express their inability to recommend a dividend on Equity Shares of the Company for the year under review.

5) TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The company does not have any amount which required to be transferred to the Investor Education and

Protection Fund (IEPF).

6) RESERVES:

Owing to accumulated losses of the Company for the financial year 2024-25, your Company was unable to transfer any funds to the Reserves and Surplus Account.

7) CHANGES IN SHARE CAPITAL:

The paid-up Equity Share Capital as on 31^st March, 2025 was Rs.7,23,08,000/-.

During the year under review, the Company has not issued anyshareswithdifferential voting rights.

During the year under review, the Company has not issued any sweat equity shares.

During the year under review, the Company has not issued any employee stock options.

The Company has no scheme of provision of money for purchase of its own shares by employees or by trustees for the benefit of employees. Hence the details under rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 are not required to be disclosed.

8) FINANCE:

The Company has not taken any loan from any Bank or Financial institution during the year under review.

9) DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT:

In tern of SEBI circular no SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022 (‘the Circular"), listed entities were directed to issue the securities in dematerialized form only while processing various investor service request. The company has opened suspense Escrow Demat Account from December 30, 2022. Hence, Disclosures with respect to demat suspense account/ unclaimed suspense account are not required to mention here.

Mr. Ramkaran Saini (DIN: 00439446), Director retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment.

The meetings of the Board of Directors are held at periodical intervals and are generally at the registered office of the Company, Ahmedabad. The meeting dates are decided well in advance and the agenda and notes on agenda are circulated in advance to the directors. All material information is incorporated in the notes on agenda for facilitating meaningful and focused discussion at the meeting. Where it is not perusable to attach supporting or relevant documents to the agendas, the same is tabled before the meeting. In case of business exigencies or urgency of matters, resolutions are passed by circulation. Senior Management persons are often invited to attend the Board Meetings and provide clarifications as and when required. During the year 2024-25, 5 (Five) Board Meetings were convened and duly held on:

The Board of Directors of the Company were present at the following Board Meeting held during the year under review:

During the year, there is no change in the Composition of Board Directors.

During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest etc. The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

Schedule IV of the Act, Listing Regulations and Secretarial Standard – 1 on Meetings of the Board of Directors mandates that the Independent Directors of the Company hold at least one meeting in a year, without the attendance of Non-Independent Directors.

The Independent Directors Meeting was held on 13^th March, 2025. The Independent Directors, inter alia, discussed and reviewed performance of Non-Independent Directors, the Board as a whole, Chairperson of the Company and assessed the quality, quantity and timeliness of flow of information between the Company's management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

In addition to formal meetings, frequent interactions outside the Board Meetings also take place between the Independent Directors and with the Chairperson, and rest of the Board.

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided as "Annexure- A" to the Board's report.

None of the employees of the Company drew remuneration of Rs.1,02,00,000/- or more per annum and Rs.8,50,000/- or more per month during the year. No employee was in receipt of remuneration during the year or part thereof which, in the aggregate, at a rate which is in excess of the remuneration drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company. Hence, no information is required to be furnished as required under Rule, 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Company does not have Subsidiaries, Associate and Joint Venture Companies. Hence, details for the same are not required to mention here.

The Company has not changed its name during the year under review.

In terms of Section 139 of the Companies Act, 2013 ("the Act"), and the Companies (Audit and Auditors) Rules, 2014, made thereunder, the present Statutory Auditors of the Company M/s. Naimish N Shah & Co,

Chartered Accountants, Ahmedabad were appointed as Statutory Auditors of the Company from Annual until the conclusion of the Annual General Meeting which will off GeneralMeeting year2022,tohold be held in the year 2027.

The certificate of eligibility under applicable provisions of the Companies Act, 2013 and corresponding Rules framed thereunder was furnished by them towards appointment of 5 (Five) years term.

The Cost audit of the Company has not been conducted for the financial year 2024-2025 as provisions

Section 148 of the Companies Act, 2013 are not applicable on the Company.

In terms of the provision of Section 204(1) of the Companies Act, 2013 & Rule 9 of the Companies (Appointment and Remuneration of Personnel) Rules, 2014 and other applicable provisions, if any of the Companies Act, 2013, applicable regulations of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof for the time being in force], based on the recommendation Audit committee and Board of Directors of the Company, consent of the members have been sought for appointment of Mrs. Rupal Patel, Practicing Company Secretaries for further period of 5 years from FY 2024-25.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed CS Rupal Patel to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "ANNEXURE -B".

1. The company has informed to the promoters about the requirement of their respective holding in dematerialized mode only.

2. The company has taken serious note of the comment of Secretarial Auditor and undertake comply within prescribed time in future. However, delay in filing / uploading various forms with the RBI was due to technical error of RBI website only.

There were no qualifications, reservations or adverse remarks made by Auditors in their respective reports except as mentioned below. Rest of the Observation, if any, made by the Statutory Auditors in their Report are self-explanatory and therefore, do not call for any further comments under section 134(3) (f) of the Companies Act, 2013 except for: all the loans which are repayable confirmed by the demandhasbeen

Board of Directors of the Company under their respective close contact and observation, due to which interest has also been provided on the last date of financial year without any financial loss to the Company.

The Audit Committee of the Board of Directors of the Company comprises 3 Members as mentioned under section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (LODR), 2015. The committee shall review the quarterly, half-yearly and annual financial statements before submission to the Board, ensure compliance of internal control systems and internal audit, timely payment of statutory dues and other matters.

During the year under review, 4 meetings of the committee were held 29-05-2024, 22-07-2024, 23-10-2024 and 11-02-2025. The composition of committee and attendance at its meetings is given below:

The Board has accepted the recommendations of the Audit Committee whenever made by the Committee during the year.

The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

The Board of Directors of the company have constituted a Nomination & Remuneration Committee of

Directors mainly for the purposes of recommending the Company's policy on Remuneration Package for the Managing/Executive Directors, reviewing the structure, design and implementation of remuneration policy in respect of key management personnel.

The Nomination & Remuneration Committee consisted of 3 Directors. During the year under review, one (1) meeting of the committee was held on 18-12-2024. The name of members, Chairman and their attendance at the Remuneration Committee Meeting are as under Committee of Board:

The Stakeholders Relationship Committee consisted of 3 Directors, 4 meetings of the committee were held 14-04-2024, 21-07-2024, 13-10-2024 and 05-01-2025. The name of members, Chairman and their attendance at the Stakeholders Relationship Committee are as under Committee of Board:

The status of shareholders' complaints received so far/number not solved to the satisfaction of shareholders/ number of pending share transfer transactions (as on 31st March, 2025 is given below):-

Ms. Simran Chugh, is Compliance Officer of the company for the purpose of complying with various provisions of Securities and Exchange Board of India (SEBI), Listing Regulation with Stock Exchanges, Registrar of

Companies and for monitoring the share transfer process etc.

Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the copy of the draft Annual

Return of the Company for the Financial Year ended on 31^st March, 2025 in Form MGT-7 is available on website of the Company and can be accessed at www.indocreditcapital.com.

There are no any Material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report.

There are no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future during the year under review.

The Company has adequate and proper internal financial controls with reference to the Financial Statements during the year under review.

The company has not entered into any contracts or arrangements with related parties during the year under review.

During the year under review, there were no proceedings that were filed by the Company or against the

Company, which are pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other Courts.

Your Company has not accepted / renewed any deposits from the public/share holders during the year under review.

The Company has not made any Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 during the review of the company.

The paid-up share capital and net worth is below the prescribed limit for mandatory applicability of Corporate Governance Report so the Company has decided not to opt for the time being.

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31^st March, 2025 and marked as "ANNEXURE-C".

There is no fraud in the Company during the Financial Year ended 31^st March, 2025. This is also being supported by the report of the auditors of the Company as no fraud has been reported in their audit report for the financial year ended 31^st March, 2025.

Your Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provision of sexual harassment of women work at workplace (Prevention, Prohibition and redressal) Act, 2013 and the rules framed thereunder. During the financial year 2024-25, the Company has not received any complaint on sexual harassment.

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, During the year under review it is NIL.

Corporate Social Responsibility under section 135(1) of Companies Act, 2013 is not applicable, as the Company does not have net worth of Rs.500.00 crores, does not have turnover Rs.1,000.00 crores and does not have net profit of Rs.5.00 crores during the financial year and hence the company is exempted to comply the provision of section 134(4)(o) of Companies Act, 2013.

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors made the following statements in terms of Section 134(3) (c) of the Companies Act, 2013: a. that in the preparation of the annual financial statements for the year ended 31^st March, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b. that such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the loss of the Company for the year ended on that date; c. that proper and sufficient care has accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; been prepared . thattheannual on a going concern basis e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; f. That system to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

The Directors State that 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 followed by the Company.

The Company confirms that it has paid the Annual Listing Fees for the year 2024-2025 to BSE where the

Company's Shares are listed.

The Securities and Exchange Board of India (SEBI) has promulgated the SEBI (Prohibition of Insider Trading) Regulation, 2015 ("The PIT Regulations"). The PIT regulations have come into effect from 15^th May, 2015 and replaced the earlier Regulations. The object of the PIT Regulation is to curb the practice of insider trading in the securities of a listed company.

The company has adopted an ‘Internal Code of Conduct for Regulating, Monitoring and Reporting of Trades by insiders' ("the code") in accordance with the requirements of the PIT regulations.

The Code is applicable to promoters and Promoter's Group, all Directors and such Designated Employees who are expected to have access to unpublished price sensitive information relating to the Company. The

Company Secretary is the Compliance Officer for monitoring adherence to the said Regulations. The company has also formulated 'The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)' in compliance with SEBI (Prohibition of Insider Trading) Regulation, 2015.

This Code is displayed on the Company's website viz www.indocreditcapital.com.

Your directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.