To,

The Shareholders,

ISF LIMITED

The Board of Directors of your Company are pleased to present the 37th (Thirty Seventh)
Annual Report on the business operations and state of affairs of your Company together
with the Audited Financial Statements for the Financial Year ended on March 31, 2025. 

COMPANY OVERVIEW

Your Company (ISF Limited) was incorporated on 10th August, 1988, and has its
registered office at Khasra No. 10/2, Samalka, New Delhi, Gurgaon Road, South West Delhi,
New Delhi, India- 110037. It is registered as a Non-deposit taking, Non-Systemically
Important Non- Banking Financial Company vide the Reserve Bank of India (‘RBI')
registration number B- 14.00761 dated 25th April 2011. FINANCIAL PERFORMANCE OF THE
COMPANY:

The Financial performance of the Company for the Financial Year ended on March 31, 2025
is summarized below:


  

    
Particulars
    
2024-25 (in Lacs)
    
2023-24 (in Lacs)
  
  

    
Revenue from Operations
    
178.43
    
202.20
  
  

    
Other Income
    
0.40
    
0.13
  
  

    
Total Income
    
178.83
    
202.33
  
  

    
Total Expense
    
179.70
    
294.15
  
  

    
Profit/ (Loss) before tax
    
(0.88)
    
(91.82)
  
  

    
Tax Expense:
    

    

  
  

    
Current
    
0.00
    
0.00
  
  

    
Earlier Year
    
0.00
    
(0.07)
  
  

    
Deferred Tax
    
0.23
    
18.00
  
  

    
Profit/(Loss) after Tax
    
(0.65)
    
(73.88)
  
  

    
EPS
    
(0.0007)
    
(0.0778)
  


RESULTS OF OPERATIONS & STATE OF COMPANY'S AFFAIRS 

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

The reduction in loss underscores the impact of strategic initiatives undertaken by the
management, including cost rationalisation measures, enhanced operational efficiencies,
and focused efforts towards strengthening the core business segments. The management is
continuously striving towards improving operational performance and expect the business to
perform well in the forthcoming year. 

TRANSFERS TO RESERVE FUND 

Under Section 45-IC (1) of Reserve Bank of India (‘RBI') Act, 1934, non-banking
financial companies (‘NBFCs') are required to transfer a sum not less than 20% of its
net profit every year to reserve fund before declaration of any dividend. Since the
company has incurred the losses, accordingly, in the year 2024-25 (the 'Company' or
‘ISF') has not transferred any sum to its reserve fund. 

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the Financial
Year 2024-25. 

SHARE CAPITAL AND DEBT STRUCTURE

At present the securities of the Company are listed on Bombay Stock Exchange Limited
(BSE) and the Company has been regular in paying the listing fees and other statutory
payments to the Stock Exchange and other intermediaries. 

During the year under review, the Authorized Share Capital of the Company is Rs.
60,00,00,000/- divided into 60,00,00,000 Equity Shares of Rs. 1/- each. 

Subscribed, Issued and Paid-up Capital of the Company is Rs. 9,50,00,000 divided into
9,50,00,000 Equity Shares of Rs.1/- each. 

During the year under review, there is no change in the capital structure of the
Company. 

DIVIDEND

The Board of Directors have decided not to recommend any dividend for the financial
year ending March 31, 2025, due to the Company incurring a loss during this period. The
Board believes that retaining the available funds is in the long-term interest of the
Company, as it will help stabilize our financial position and support future growth
efforts. 

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was
no dividend declared and paid last year. 

DEPOSITS

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY 

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

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES ACT, 2013

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

However, the particulars of Loans, Guarantees, and Investments have been disclosed in
the Financial Statements read together with Notes annexed to and forming an integral part
of the Annual Report. 

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

There are no materially significant related party transactions during the year under
review made by the Company with Promoters, Directors, or other designated persons which
may have a potential conflict with the interest of the Company at large. Thus, disclosure
in Form AOC- 2 is not required. However, the disclosure of transactions with related party
for the year, as per Accounting Standard-18 Related Party Disclosures is given in the
Financial Statements read together with Notes annexed to and forming an integral part of
the Annual Report. 

The Policy on dealing with related party transactions, as approved by the Board may be
accessed on the Company's website at the link https://www.isflimited.in/policies.html. 

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the Provisions of Section 135 of the Companies Act, 2013 read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company is required to
constitute a Corporate Social Responsibility Committee and undertake CSR activities, if it
meets the specified financial thresholds. However, the provisions relating to CSR are not
applicable to the Company for the year under review, and hence no CSR Committee has been
constituted. 

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act, 2013, the board of Directors, to the
best of their knowledge and ability, confirm that: (a) in the preparation of the annual
accounts, the applicable accounting standards had been followed along with proper
explanation relating to material departures; (b) they have selected such accounting
policies and applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the profit and loss of the Company for FY
2024-25; (c) they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities; (d) they have prepared the annual accounts on a going concern basis; and
(e) they have laid down internal financial controls to be followed by the company and that
such internal financial controls are adequate and were operating effectively. (f) they
have devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively. 

DIRECTOR AND KEY MANAGERIAL PERSONNEL 

The Board of Directors of the Company is duly constituted with proper balance of
Executive Directors, Non-Executive Directors and Independent Directors. The changes
(appointment or otherwise) in the composition of the Board of Directors that took place
during the period under review were carried out in compliance with the provisions of the
Act. As on 31st March, 2025, the Composition of the Board is as under:


  

    
Name of the Director
    
DIN
    
Category
    
Date of Appointment
  
  

    
Gayathri Muttur Nagaraj
    
06742638
    
Independent Director
    
24/06/2022
  
  

    
Vishal Dang
    
07971525
    
Whole-time director
    
08/05/2020
  
  

    
Hargovind Sachdev
    
08105319
    
Independent Director
    
24/06/2022
  
  

    
Bhupendra Kaushik
    
07016552
    
Independent Director
    
24/08/2023
  


The Board of Directors of the Company provides strategic guidance and oversight in the
conduct of Company's affairs. As of March 31, 2025, the Board consists of four Directors,
including one Executive Director and three Non-Executive (Independent) Directors,
reflecting an optimal balance. 

Appointment of Director

During the year under review, no changes took place in the Board of Directors. 

Subsequent to the end of the financial year, Mr. Anil Kumar Verma (DIN: 10455548) was
appointed as an Additional Director of the Company on 09th July, 2025, hereby recommended
for appointment at the ensuing Annual General Meeting. 

Declaration by Independent Director

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

Certificate of non- disqualification of Directors

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

Policies on appointment of Directors and Remuneration

The Company has in place a Nomination and Remuneration Committee in accordance with the
provision of the Companies Act, 2013. The Committee has formulated a policy on Director's
appointment and remuneration including recommendation of remuneration of the key
managerial personnel including senior management a nd other employees, composition a nd
the criteria for determining qualifications, positive attributes and independence of a
Director and the policy is available on the website of the Company i.e.,
https://isflimited.in/assets/img/policies/16.pdf. 

Performance evaluation at Board and Independent Directors' Meetings

In line with the provisions of Section 134(3) of the Companies Act, 2013 and Rules made
thereunder read with the relevant provisions of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out an
annual evaluation of its own performance, Board Committees and individual Directors. The
performance of the Board of Directors and its Committees were evaluated on various
parameters such as structure, composition, experience, performance of specific duties and
obligations, quality of decision making and overall effectiveness. The performance of
individual Directors was evaluated on parameters, such as meeting attendance,
participation and contribution and independent judgment. The Board members noted from time
to time the suggestions/ inputs of Independent Directors, Nomination Committee and Audit
Committee a nd a lso discussed various initiatives to further improve the Board
effectiveness. In a separate meeting of Independent Directors held on 03.08.2024
performance of non-independent Directors, performance of the Board as a whole and
performance of the Chairman was evaluated. 

Key Managerial Personnel

Mr. Niraj Kumar Chatri resigned from the post of Chief Executive Officer (CEO) of the
Company with effect from May 22, 2024. The Board of Directors in its meeting held on
August 03, 2024 appointed Mr. Anil Kumar Verma, as the Chief Executive Officer (CEO) of
the Company on the recommendation of the Nomination and Remuneration Committee with effect
from August 03, 2024. Ms. Manisha Saxena, Company Secretary & Compliance Officer of
the Company resigned from the post of Company Secretary & Compliance Officer with
effect from December 23, 2024. The Board of Directors in its meeting held on February 11,
2025 placed on record their appreciation for the assistance, guidance and Services
provided by her during her tenure as Company Secretary & Compliance Officer of the
Company. Subsequent to the end of the financial year, Ms. Anjali Raj was appointed as the
Company Secretary and Compliance Officer of the Company on the recommendation of the
Nomination and Remuneration Committee with effect from 09th July, 2025. 

MEETINGS OF THE BOARD 

During the financial year (2024-25), the Board of Directors met Six (06) times. The
meetings were conducted in compliance with the provisions of the Companies Act, 2013, SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial
Standard-1 (SS-1) issued by the Institute of Company Secretaries of India. During the
period under review, the meetings were held on 30/04/2024, 30/05/2024, 03/08/2024,
31/08/2024, 11/11/2024 and 11/02/2025. The maximum gap between consecutive meetings did
not exceed 120 days. The details of the Meetings are as follows:


  

    
S. No.
    
Name of the Director
    
Designation
    
No of board Meetings held during his/her tenure a s Director in the year
    
No. of Meetings Attended during the year
  
  

    
1.
    
Mr. Vishal Dang
    
Whole-time Director
    
6
    
6
  
  

    
2.
    
Ms. Gayathri Muttur Nagaraj
    
Independent Director
    
6
    
6
  
  

    
3.
    
Mr. Hargovind Sachdev
    
Independent Director
    
6
    
6
  
  

    
4.
    
Mr. Bhupendra Kaushik
    
Independent Director
    
6
    
6
  


The 36th Annual General Meeting of the Company was held on 28th September, 2024. 

COMMITTEES OF THE BOARD 

The Company has constituted various Committees of the Board as per the provisions of
the Companies Act, 2013 a nd SEBI (Listing Obligations a nd Disclosures Requirements)
Regulations, 2015. The various types of Committees are as follow:

1. Audit Committee

The Audit Committee comprises of Four (4) Members as on 31st March, 2025. 


  

    
S. No.
    
Name of the Member
    
DIN
    
Designation in the Committee
  
  

    
1.
    
Mr. Hargovind Sachdev
    
08105319
    
Member & Chairperson (Independent Director)
  
  

    
2.
    
Ms. Gayathri Muttur Nagaraj
    
06742638
    
Member (Independent Director)
  
  

    
3.
    
Mr. Vishal Dang
    
07971525
    
Member (Whole Time Director)
  
  

    
4.
    
Mr. Bhupendra Kaushik
    
07016552
    
Member (Independent Director)
  


During the year under review, the Committee met Six (06) times. The details of the
Meeting held during the year ended March 31, 2025 along with the attendance of Directors
are as follows:


  

    

    

    

    
Attendance
  
  

    
S. No.
    
Date of Meeting
    
Total Number of members of the Committee associated as on the date of
    meeting
    
Numbers of Directors Attended
    
% of Attendance
  
  

    
1.
    
30.04.2024
    
4
    
4
    
100
  
  

    
2.
    
30.05.2024
    
4
    
4
    
100
  
  

    
3.
    
03.08.2024
    
4
    
4
    
100
  
  

    
4.
    
31.08.2024
    
4
    
4
    
100
  
  

    
5.
    
11.11.2024
    
4
    
4
    
100
  
  

    
6.
    
11.02.2025
    
4
    
4
    
100
  


The committee, inter alia, reviewed quarterly and annual financial statements, internal
audit reports, and adequacy of internal control systems. In case any person requires more
information/ details regarding the Audit Committee the person may access the Company's
website at the link: https://isflimited.in/assets/img/policies/10.pdf

2. Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of three (3) Members as on 31st
March, 2025. 


  

    
S. No.
    
Name of the Member
    
DIN
    
Designation in the Committee
  
  

    
1.
    
Ms. Gayathri Muttur Nagaraj
    
06742638
    
Member & Chairperson (Independent Director)
  
  

    
2.
    
Mr. Hargovind Sachdev
    
08105319
    
Member (Independent Director)
  
  

    
3.
    
Mr. Bhupendra Kaushik
    
07016552
    
Member (Independent Director)
  


During the year under review, the Committee met once and all members of the Committee
were present in the meeting held on 03/08/2024. It recommended appointment of Key
Managerial Personnel and reviewed remuneration of other Key Managerial Personnel.
Nomination & Remuneration Policy is uploaded on the website of the Company i.e.,
https://isflimited.in/assets/img/policies/16.pdf

3. Stakeholders Relationship Committee

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

The major terms of reference of the Stakeholders Relationship Committee include: -
Consideration & Resolution of the grievances of security holders of the Company; -
Reviewing of Transfer / Transmission requests / Demat / Remat requests of the shareholders
and issuance of duplicate share certificate, if any. 

Composition of the Stakeholders Relationship Committee as on 31st March, 2025 is as
follows:


  

    
S. No.
    
Name of the Member
    
DIN
    
Designation in the Committee
  
  

    
1.
    
Mr. Hargovind Sachdev
    
08105319
    
Member & Chairperson (Independent Director)
  
  

    
2.
    
Ms. Gayathri Muttur Nagaraj
    
06742638
    
Member (Independent Director)
  
  

    
3.
    
Mr. Vishal Dang
    
07971525
    
Member (Whole Time Director)
  
  

    
4.
    
Mr. Bhupendra Kaushik
    
07016552
    
Member (Independent Director)
  


During the year under review, the Committee met Three (03) times. The details of the
Meeting held during the year ended March 31, 2025 along with the attendance of Directors
are as follows:


  

    

    

    

    
Attendance
  
  

    
S. No. 
    
Date of Meeting 
    
Total Number of members of the Committee associated as on the date of
    meeting
    
Numbers of Directors Attended
    
% of Attendance
  
  

    
1.
    
12.04.2024
    
4
    
4
    
100
  
  

    
2.
    
11.07.2024
    
4
    
4
    
100
  
  

    
3.
    
14.10.2024
    
4
    
4
    
100
  


INDEPENDENT DIRECTORS MEETING 

The Independent Directors met on 03rd August, 2024, without the attendance of Non-
Independent Directors and members of the Management. The Independent Directors reviewed
the performance of Non-Independent Directors and the Board as a whole, the performance of
the Chairman of the Company, taking into account the views of Executive Director and Non-
Executive Directors and assessed the quality, quantity and timeliness of flow of
information between the Company Management and the Board that is necessary for the Board
to effectively and reasonably perform its duties. As per the provisions of the Companies
Act, 2013 read with Schedule IV, following are the Independent Directors of the Company as
on 31st March, 2025:


  

    
S. No.
    
Name of the Director
    
DIN
    
Designation
  
  

    
1.
    
Mr. Hargovind Sachdev
    
08105319
    
Independent Director
  
  

    
2.
    
Ms. Gayathri Muttur Nagaraj
    
06742638
    
Independent Director
  
  

    
3.
    
Mr. Bhupendra Kaushik
    
07016552
    
Independent Director
  


PARTICULARS OF EMPLOYEES U/S 197(12) OF THE COMPANIES ACT, 2013 

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


  

    
Name of the Director/ Employee
    
Vishal Dang
    
Vijay Gupta
    
Anil Kumar Verma
  
  

    
Designation
    
Whole-Time Director
    
Chief Financial Officer
    
Chief Executive Officer
  
  

    
Remuneration received
    
INR 6,00,000
    
INR 4,14,000
    
INR 12,00,000
  
  

    
Nature of employment, whether contractual or otherwise
    
Permanent employee
    
In Full time Employment
    
In Full time Employment
  
  

    
Qualifications a nd experience of the employee;
    
-
    
-
    
-
  
  

    
Date of commencement of employment
    
08.05.2020
    
27.05.2023
    
03.08.2024
  
  

    
The age of such employee
    
34
    
60
    
50
  
  

    
The last employment held by such employee before joining the Company
    
-
    
-
    
-
  
  

    
The percentage of equity shares held by the employee in the Company
    
7.56%
    
-
    
-
  
  

    
Whether any such employee is a relative of any director
    
-
    
-
    
-
  


Notes:

1. The confirmed employees on the rolls of the Company as on 31st March 2025- 09
employees 

2. Median remuneration of employees of the Company during FY 2024-2025 was INR 6.00
Lacs p.a. 

AUDITORS 

Statutory Auditor

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made
thereunder, the Statutory Auditor of the Company, M/s VSSA & Associates, Chartered
Accountants (Firm Registration Number: 012421N) having Regd. Office at A- 1/255,
Safdarjung Enclave, New Delhi-110029 was appointed for the second term by the members at
the 34th Annual General Meeting to hold office until the conclusion of the 39th Annual
General Meeting. The notes on accounts referred to in the auditors' report are
self-explanatory and therefore does not require any further comments by the Board of
Directors. There are no qualifications or adverse remarks in the Auditors' Report which
require any clarification or explanation. 

During the year under review, the Company has not reported any fraud mentioned under
Section 143(12) of the Companies Act, 2013. 

Secretarial Auditor

In terms of Section 204 of the Act and Rules made there under, M/s Anuj Gupta &
Associates, Practicing Company Secretaries were appointed as Secretarial Auditors for the
financial year 2024-25. The Secretarial Audit Report for the financial year ended on March
31, 2025 is annexed herewith marked as “Annexure-II” to this Report. 

There is qualification remark on vacancy of Company secretary and Compliance Officer
which require clarification or explanation. The Board has noted the observation of the
Secretarial Auditor regarding the vacancy in the office of Company Secretary and
Compliance Officer. The position became vacant on 23rd December, 2024 upon the resignation
of Ms. Manisha Saxena and was required to be filled within three months i.e., by 22nd
March, 2025. The appointment was not made within the prescribed period, resulting in non-
compliance of 09 days up to 31 st March, 2025. The Company has since regularised the
position by appointing Ms. Anjali Raj on 09th July, 2025. 

Internal Auditor

In terms of Section 138 of the Act and Rules made there under, M/s Sapra Sharma &
Associates LLP, Chartered Accountants were continued their Office as an Internal Auditors
for the financial year 2024-25, for consecutive 3 years with effect from 16.09.2022.
Subsequent to the end of financial year, M/s Sapra Sharma & Associates LLP, Chartered
Accountants re- appointed as an Internal Auditor for a further period of 3 years with
effect from 29.08.2025. 

RBI REGULATIONS 

The Company has complied with all the applicable regulations of RBI as on March 31,
2025. The Company has duly filed all returns in accordance with Master Direction-
Non-Banking Financial Company Returns (Reserve Bank) Directions, 2016. 

MANAGEMENT DISCUSSION AND ANALYSIS REPORT 

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

According to Section 134 (5) (e) of the Companies Act, 2013, the term Internal
Financial Control (IFC) means the policies and procedures adopted by the Company for
ensuring the orderly and efficient conduct of business, including a dherence to the
Company's policies, safeguarding of its assets, prevention and detection of frauds and
errors, accuracy and completeness of the accounting records a nd timely preparation of
reliable financial information. The Company has a well-placed, proper and adequate
Internal Financial Control System which ensures that all the assets are safeguarded and
protected and the transactions are authorized, recorded and reported correctly. 

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

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO

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

(A) Conservation of Energy 


  

    
Steps taken or impact on conservation of energy
    

  
  

    
The steps taken by the Company for utilizing alternate sources of energy
    
N.A.
  
  

    
The capital investment on energy conservation equipment's
    

  


(B) Technology Absorption 

(i) the efforts made towards technology absorption: N.A. 

(ii) the benefits derived like product improvement, cost reduction, product development
or import substitution: N.A. (iii) in case of imported technology (imported during the
last three years reckoned from the beginning of the financial year)- 


  

    
(a)
    
the details of technology imported
    

  
  

    
(b)
    
the year of import
    

  
  

    
(c)
    
whether the technology been fully absorbed
    
N.A.
  
  

    
(d)
    
if not fully absorbed, areas where absorption has not
    

  
  

    

    
taken place, and the reasons thereof
    

  


(iv) the expenditure incurred on Research and Development: N.A. 

(C) Foreign Exchange earnings and Outgo 

The Foreign Exchange earned in terms of actual inflows during the year- NIL The Foreign
Exchange outgo during the year in terms of actual outflows- NIL 

VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per the provisions of Companies Act, 2013, every Listed Company shall establish a
vigil mechanism (Whistle Blower mechanism). In pursuance to the provisions of Section
177(9) & (10) of the Companies Act, 2013, a vigil mechanism/ whistle blower policy for
Directors and employees to report genuine concerns or grievances about unethical
behaviour, actual or suspected fraud or violation of the Company's Code of Conduct has
been established and approved by Board. The Company believes in the conduct of the affairs
of its constituents in a fair and transparent manner by adopting highest standards of
professionalism, integrity and ethical behaviour. The Vigil Mechanism cum Whistle Blower
Policy is available on the website of the Company at the link:
https://isflimited.in/assets/img/policies/19.pdf 

The following is a summary of Protected Disclosures received and disposed off during
the year 2024-25: No. of Protected Disclosures received: NIL

No of Protected Disclosures disposed off: NIL

The Audit Committee oversee the Vigil Mechanism of the Company. The employees of the
Company have the right to report their concern/grievance to the Audit Committee
constituted by the Board of Directors to oversee the Vigil mechanism. The Company is
committed to adhere to the highest standards of ethical, moral and legal conduct of
business operations. 

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

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

ANNUAL RETURN

Pursuant to the provision of Section 134(3)(a) and Section 92(3) of the Companies Act,
2013, the Annual Return in form MGT-7 as on March 31, 2024 is available on the website of
the Company and can be accessed at i.e., https://isflimited.in/investor-relation.html 

CODE OF CONDUCT AND ETHICS

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

INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013

During the year under review, your Company had less than ten (10) employees.
Accordingly, pursuant to the provision Section 134 of the Companies Act, 2013 read with
Rule 8(5)(x) of Chapter IX of the Companies (Accounts) Rules, 2014, a statement that the
company has complied with provisions relating to the constitution of Internal Complaints
Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 is not applicable to the Company for the financial year 2024-25. 

COMPLIANCE OF SECRETARIAL STANDARDS 

Pursuant to the provision of Section 118(10) of the Companies Act, 2 013, the
applicable Secretarial Standards i.e. SS -1 and SS-2 relating to “Meeting of Board of
Directors” and 

“General Meetings” respectively have been duly complied by your Company
during the period under review. 

RISK MANAGEMENT POLICY 

Pursuant to the provision of Section 134(3)(n) of the Companies Act, 2013, the Board
had developed and implemented an appropriate Risk Management Policy for identifying the
element of risk which in the opinion of the Board may threaten the existence of the
company and safeguarding the company against those risks. 

INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS 

Pursuant to provisions of Section 143(12) and sub-Section (14) of the Companies Act,
2013, as amended from time to time, the Auditors have not reported any incident of fraud
to the Company during the year under review. 

CORPORATE GOVERNANCE 

Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015, the provisions of Corporate Governance shall not apply, in respect of-
The listed entity having paid up equity share capital not exceeding Rupees Ten (10) Crores
and net worth not exceeding Rupees Twenty-five (25) Crores, as on the last day of the
previous financial year; Since the equity share capital and net worth of the company did
not exceed Rs. 10 crore and Rs. 25 crores respectively, as on the last day of the previous
financial year of the Company. Accordingly, the reporting requirements like Corporate
Governance, Related Party Transaction and Business Responsibility Report etc. are not
applicable to the Company. Therefore, pursuant to Regulation 15(2) of SEBI (Listing
Obligation & Disclosure Requirements) Regulations, 2015, the company is not required
to mandatorily comply with the provisions of corporate governance report to be annexed
with the Board Report. 

GENERAL 

Your directors state that no disclosure or reporting is required in respect of the
following matters as there were no transactions on these items during the year under
review: a) No fraud has been reported by the Auditors to the Audit Committee or the Board.


b) As per Rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014, during
the period under review, your Company has not issued Sweat equity shares. 

c) As per Rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014, during
the period under review, your Company has not issued equity shares under the scheme of
employee stock option. d) As per Rule 16 (4) of Companies (Share Capital and Debentures)
Rules, 2014 there are no voting rights exercised directly or indirectly by the employees
in respect of shares held by them. 

e) As per Rule 14 of Companies (Share Capital and Debentures) Rules, 2014, during the
period under review, your Company has not offered and issued bonus equity shares. 

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

g) As per Rule 8(5)(xii) of Companies (Account) Rules, 2014, during the year under
review, the Company has not any one-time settlement for loans taken from the Banks or
Financial Institutions, and hence the details of difference between amount of the
valuation done at the time of one-time settlement and the valuation done while taking loan
from the Banks or Financial Institutions along with the reasons thereof is not applicable.


ACKNOWLEDGEMENT AND APPRECIATION 

The Board of Directors extends its sincere gratitude for the invaluable guidance and
support received from all stakeholders of the Company. This includes the Reserve Bank of
India, the Ministry of Corporate Affairs, the Securities and Exchange Board of India, the
BSE, and other regulatory authorities. The Board also acknowledges the continued trust and
support of our bankers, lenders, financial institutions, members, National Securities
Depository Limited, Central Depository Services (India) Limited, and customers.
Furthermore, the Directors also acknowledge and appreciate the commitment, dedication, and
hard work put in by all Executives, Officers, Staff, Senior Management team and the
employees at all levels, which has contributed to the Company's growth and success during
the year under review.