The Directors of your Company have the pleasure in presenting the Seventeenth Annual Report together with the
audited financial statements for the financial year ("FY") ended March 31, 2025.

FINANCIAL RESULTS

The summary of the Company's financial results, both on a consolidated and standalone basis, for FY25 as
compared to the previous FY i.e., FY24 is given below:

(r in Cr)

FINANCIAL PERFORMANCE HIGHLIGHTS

The Company's performance during the year ended
March 31, 2025 in comparison with the year ended
March 31, 2024 is summarized as follows:

Consolidated

• Total income was r 15,940.98 Cr in FY25 as compared
to r 14,051.05 Cr in FY24.

• Profit before exceptional items and tax was
r 3,491.26 Cr in FY25 as compared to r 3,029.03
Cr in FY24.

• Profit for the year attributable to owners of the
Company was r 2,643.66 Cr in FY25 as compared
to r 2,320.10 Cr in FY24.

During the year, the net loan book increased from
r 81,359.39 Cr to r 93,773.06 Cr primarily on account

of growth in retail loan book and partially offset by
reduction of the wholesale book in line with Lakshya
2026 strategy.

Standalone

• Total income was r 15,930.12 Cr in FY25 as
compared to r 14,043.80 Cr in FY24.

• Profit before taxes (including exceptional item) was
r 3,454.93 Cr in FY25 as compared to r 2,986.64
Cr in FY24.

• Profit for the year was r 2,617.81 Cr in FY25 as
compared to r 2,286.23 Cr in FY24.

APPROPRIATIONS

As required u/s 45—IC of the Reserve Bank of India
Act, 1934, r 523.56 Cr has been transferred to Special
Reserve during the year (previous year r 457.25 Cr).

COST RECORDS

The Company is not required to maintain cost records as
per the provisions of Section 148 (1) of the Companies
Act, 2013 ("the Act").

INFORMATION ON THE STATE OF AFFAIRS OF THE
COMPANY

The information on the affairs of the Company has
been given as part of the Management Discussion and
Analysis section of the Report.

During the year under review, your Company executed
the business transfer agreement ("BTA") and other
ancillary documents (as applicable) for acquiring the
gold loan business of Paul Merchants Finance Private
Limited by way of slump sale on a going concern basis
for a lumpsum consideration ("Proposed Transaction").
The Proposed Transaction is subject to fulfilment of
conditions precedents stipulated in the BTA and such
other approvals / consents as may be required.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments
affecting the financial position of the Company which
occurred between the end of the financial year to
which these financial statements relate and the date of
the Board's Report.

DIVIDEND DISTRIBUTION POLICY

The Dividend Distribution Policy of the Company
approved by the Board of Directors ("Board") is in line
with the Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations,
2015 ("SEBI Listing Regulations") and RBI regulations.
The policy is available on the website of the Company at
https://www.ltfinance.com/investors. Please refer to the
section, Policy Compendium for accessing the policy.

DIVIDEND

The Board has recommended a final dividend of r 2.75
per equity share (face value of r 10 each) subject to
approval of the Members at the ensuing Annual General
Meeting ("AGM"). The dividend recommended is in
accordance with Dividend Distribution Policy.

In terms of Ind AS 10, events after the reporting period
as notified by the Ministry of Corporate Affairs, the
proposed dividend of r 686.09 Cr is not recognised as
liability as on March 31, 2025.

The dividend, if approved at the ensuing AGM, would
be paid to those Members whose names appear in the
Register of Members maintained by the Registrar and
Share Transfer Agents/Beneficial Owners maintained
by the depositories as stated in notice of the ensuing
AGM.

CREDIT RATING

During year under review, there have been no changes
to the credit ratings assigned in FY24.

During the year under review, CRISIL Ratings Limited
("CRISIL"), CARE Ratings Limited ("CARE") India
Ratings and Research Private Limited ("India Ratings")
and ICRA Limited ("ICRA") have reviewed and
reaffirmed the ratings as stated below:

The instruments/ bank facilities with long term ratings
of AAA are considered to have highest degree of safety
regarding timely servicing of financial obligations. Such
instruments carry lowest credit risk.

The instruments with long-term ratings of AA are
considered to have high degree of safety regarding
timely servicing of financial obligations. Such
instruments carry very low credit risk.

The instruments with a short-term rating of A1 are
considered to have a very strong degree of safety
regarding timely payment of financial obligations. Such
instruments carry the lowest credit risk.

FUND RAISING

During the year under review, the Company met its
funding requirements through issue of Non-Convertible
Debentures, Commercial Papers, borrowings from
bank, External Commercial Borrowings, Securitisation
Borrowings (PTC), Treasury Bills Repurchase and
Borrowings (including Repo Borrowings). As on March
31, 2025, the Company doesn't have any listed green
debt securities.

During the year under review, the net borrowings saw
an increase of r 15,706.03 Cr vis-a-vis a decline of
r 6,502.58 Cr in the previous year.

The aggregate debt outstanding as on March 31,2025
was R 92,246.90 Cr.

CHANGES TO THE SHARE CAPITAL

During the year under review, the Company has issued
65,000 equity shares and 58,62,791 equity shares to
employees of the Company pursuant to the exercise
of stock options under the Employee Stock Option
Scheme - 2010 and Employee Stock Option Scheme -
2013 ("ESOP Schemes") respectively.

Pursuant to the allotment of equity shares under
the ESOP Schemes, the paid-up share capital of the
Company was r 2,494.87 Cr as at March 31, 2025 as
compared to r 2,488.94 Cr as at March 31, 2024.

EMPLOYEE STOCK OPTION SCHEME

There has been no change in the ESOP Schemes
during the year under review. The ESOP Schemes are
in compliance with the SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 ("sBsE
Regulations").

The disclosures required to be made under the Act and
SBSE Regulations are available on the website of the
Company at https://www.ltfinance.com/investors (click
- ESOP Disclosure). The certificate from the Secretarial
Auditor, confirming compliance with the aforesaid
provisions has been appended as Annexure A to the
Board's Report.

INVESTMENT IN SUBSIDIARIES

During the year under review, the Company has not
made any investments in its subsidiaries.

RBI REGISTRATION

The Company is a Non-Banking Financial Company-
Investment and Credit Company ("NBFC-ICC")
registered with Reserve Bank of India ("RBI"), bearing
reference number N-13.02052 dated August 2, 2024.

STATUTORY DISCLAIMER

RBI does not accept any responsibility or guarantee
about the present position as to the financial soundness
of the Company or for the correctness of any of the
statements or representations made or opinions
expressed by the Company and discharge of liabilities
by the Company.

FIXED DEPOSITS

The Company being a non-deposit taking Non-Banking
Financial Company ("NBFC"), has not accepted any
deposits from the public during the year under review.

DIRECTORS

As on March 31,2025, the composition of the Board is
in accordance with the provisions of Section 149 of the
Act and Regulation 17 of the SEBI Listing Regulations,
with an appropriate combination of Executive Director,
Non-Executive Directors and Independent Directors.
The list of Directors of the Company has been disclosed
as part of the Corporate Governance Report.

Mr. Dinanath Dubhashi (DIN:03545900), who was
re-designated as the Whole-time Director of the
Company with effect from January 24, 2024 until
April 30, 2024, ceased to be the Whole-time Director of
the Company on account of completion of his tenure.

During the year under review, in view of the termination
of the investment agreement entered into between
BC Asia Growth Investments, BC Investments VI
Limited (collectively referred to as "Bain Capital") and
the Company in relation to the acquisition of shares
(directly or indirectly) by Bain Capital and in accordance
with the terms of the investment agreement,
Mr. Pavninder Singh (DIN: 03048302) ceased to be
a Director (Nominee Director) on the Board of the
Company w.e.f. June 13, 2024.

The Board records its deepest appreciation for the
contribution by Mr. Dinanath Dubhashi (DIN:03545900)
and Mr. Pavninder Singh (DIN: 03048302) during their
tenure on the Board of the Company.

The terms and conditions of appointment of
Independent Directors are available on the website of
the Company at https://www.ltfinance.com/investors.
Please refer to the section, Policy Compendium for
accessing the policy. The Board is of the opinion that
the Independent Directors of the Company possess
requisite qualifications, experience, expertise (including
proficiency, as applicable) and hold highest standards
of integrity.

Section 152 of the Act provides that unless the Articles
of Association provide for retirement of all directors
at every AGM, not less than two-third of the total
number of directors of a public company (excluding
the Independent Directors) shall be persons whose
period of office is liable to determination by retirement
of directors by rotation, of which one-third are liable
to retire by rotation. Accordingly, Mr. Sudipta Roy
(DIN: 08069653) will retire by rotation at the ensuing
AGM and being eligible, has offered himself for
re-appointment.

Declaration by Independent Directors

All Independent Directors have submitted the declaration
of independence, pursuant to the provisions of Section
149(7) of the Act and Regulation 25(8) of the SEBI
Listing Regulations, stating that they meet the criteria of
independence as provided in Section 149(6) of the Act
and Regulations 16(1)(b) of the SEBI Listing Regulations
and they are not aware of any circumstance or situation,
which exist or may be reasonably anticipated, that
could impair or impact his/her ability to discharge his/
her duties with an objective independent judgment and
without any external influence.

Familiarization Programme

The Company has familiarized the Independent Directors
with the Company, their roles and responsibility in the
Company, nature of industry in which the Company
operates, business model of the Company, etc. Further,
during the year under review, a dedicated AI bootcamp
was organised specifically for the independent directors
in light of the growing focus on AI highlighting how AI
can help bring in business and operational efficiencies.
The specific details of trainings are covered in the
Business Responsibility & Sustainability Report ("BRSR")
forming part of the Report.

Additionally, dedicated field visits (visits to the
Company's branches, dealers and CSR projects) were
undertaken to familiarize the Directors with the on
ground operations.

The details relating to the familiarisation programme
are available on the website of the Company at
https://www. ltfinance.com/investors (click - Familiarisation
Programme).

Fit and Proper Criteria & Code of Conduct

All the Directors meet the fit and proper criteria stipulated
by RBI. All the Directors and Senior Management
Personnel ("SMP") of the Company under the SEBI
Listing Regulations have affirmed compliance with the
Code of Conduct of the Company.

KEY MANAGERIAL PERSONNEL ("KMPs")

As on March 31,2025, the Company had the following
KMPs:

1) Mr. Sudipta Roy - Managing Director and Chief
Executive Officer

2) Mr. Sachinn Joshi - Chief Financial Officer

3) Ms. Apurva Rathod - Company Secretary

Mr. Dinanath Dubhashi was the Whole-time Director of
the Company with effect from January 24, 2024 until
April 30, 2024.

During the period under review, apart from the aforesaid,
there were no changes in the KMPs of the Company.

POLICY ON DIRECTORS' APPOINTMENT AND
REMUNERATION / COMPENSATION FOR DIRECTORS,
SENIOR MANAGEMENT PERSONNEL, KEY
MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

A. Background and objectives

Section 178 of the Act and Regulation 19 read
with Part D of Schedule II of the SEBI Listing
Regulations, requires the Nomination and
Remuneration Committee ("NRC") to formulate
a policy relating to the remuneration of the
Directors, SMP/KMPs and other employees of the
Company and recommend the same for approval
of the Board.

Further as per requirements of Master Direction
- Reserve Bank of India (Non-Banking Financial
Company - Scale Based Regulation) Directions,
2023, the Company is required to put in place a
Board approved compensation policy.

Further, Section 134 of the Act stipulates that
the Board's Report is required to include a
statement on the Company's policy on Directors'
appointment and remuneration including criteria
for determining qualifications, positive attributes,
independence of director and remuneration for
KMPs and other employees ("the Policy").

In view of the aforesaid, the Board has, based
on the recommendation of the NRC of the
Company, approved the Policy which is
available on the website of the Company at
https://www.ltfinance.com/investors. Please refer to
the section, Policy Compendium for accessing the
Policy.

B. Brief framework of the Policy

The objective of this Policy is:

a) to guide the Board in relation to appointment
and removal of Directors.

b) to formulate criteria for evaluation of
Independent Directors and the members of
the Board.

c) to evaluate the performance of the members
of the Board including Independent Directors.

d) to determine criteria for payment of
remuneration/compensation to Directors,
SMPs/KMPs and employees.

e) to recommend to the Board, remuneration/
compensation payable to the Directors

including SMPs, KMPs and employees, if
required.

f) to ensure relationship of remuneration/
compensation to performance is clear and
meets appropriate performance benchmarks.

C. Appointment of Director(s) - Criteria and
requirements

The NRC identifies and ascertains the integrity,
professional qualification, areas of expertise
and experience of the person, who is proposed
to be appointed as a director and appropriate
recommendation is made to the Board with
respect to his/ her appointment to maintain
balance, ensure effective functioning of the Board
and ensure orderly succession planning.

The Committee ensures that at least 1 (one) of the
Directors on the Board has relevant experience of
having worked in a Bank/NBFC.

Appointment of Independent Directors is subject
to the provisions of Section 149 of the Act read
with Schedule IV and rules thereunder and SEBI
Listing Regulations. The NRC satisfies itself that
the proposed person satisfies the criteria of
independence as stipulated under Section 149(6)
of the Act and SEBI Listing Regulations, before the
appointment as an Independent Director.

No person is eligible to be appointed as a Director,
if he/she is subject to any disqualifications as
stipulated under the Act or any other law(s) for
the time being in force.

Appointment of a Director is subject to the
provisions of the Act and rules thereunder, SEBI
Listing Regulations, RBI regulations and other
applicable regulations, as the case may be.

Appointment of Managing Director and
Whole-time Director is subject to the provisions of
Sections 196, 197, 198 and 203 of the Act read
with Schedule V and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, RBI regulations, SEBI Listing Regulations
and such other applicable regulations. A person
cannot occupy the position as a Managing
Director/Whole-time Director beyond the age of
seventy years, unless the appointment is approved
by a special resolution passed by the Company
in general meeting. No re-appointment is made
earlier than 1 (one) year before the expiry of term.

D. Evaluation criteria of Directors and SMPs /
KMPs / Employees

• Independent Directors / Non-Executive
Directors

The Board/NRC carries out evaluation of
performance of Independent Directors/Non-
Executive Directors every year ending March
31 on the basis of the following criteria:

a) Membership & Attendance - Board and
Committee meetings;

b) Contribution during such meetings;

c) Active participation in strategic decision
making;

d) Inputs to executive management on
matters of strategic importance;

e) Performance of the directors;

f) Fulfilment of the independence criteria
and their independence from the
management, as applicable; and

g) Such other matters, as the NRC/ Board
may determine from time to time.

• Executive Directors

The NRC carries out evaluation of performance
of Executive Directors ("EDs") every year
ending March 31. The evaluation is on the
basis of key performance indicators ("KPIs"),
which are identified well in advance for EDs
and weights assigned for each measure of
performance keeping in view the distinct
roles of EDs. The identified KPIs for EDs are
approved by the NRC or the Board, pursuant
to recommendation of the NRC, if required.

• SMPs / KMPs (other than EDs) / Employees

The Human Resource ("HR") department
initiates the process of evaluation of the
aforementioned persons every year ending
March 31, with the Department Head(s)/
Management concerned. KPIs are identified
well in advance at the commencement of the
financial year. Performance benchmarks are
set and evaluation of employees is done by the
respective reporting Manager(s)/Management/
Department Head(s)/NRC as prescribed by
law or regulator to determine whether the
performance benchmarks are achieved. The
payment of remuneration/compensation/

annual increment to the aforementioned
persons is determined after the satisfactory
completion of evaluation process.

The HR department of the Company is authorised
to design the framework for evaluating the
EDs/SMPs/KMPs/employees. The objective of
carrying out the evaluation by the Company is
to identify and reward those with exceptional
performances during the financial year. Training
and development orientation programmes on
a need basis are provided to employees, whose
performance during any financial year does not
meet the benchmark criteria.

E. Criteria for Remuneration

The NRC, while determining and/or recommending
the criteria for remuneration/remuneration for
Directors, SMPs/KMPs and other employees
ensures that:

a. the level and composition of remuneration
is reasonable and sufficient to attract, retain
and motivate Directors of the quality required
to run the Company successfully;

b. the relationship of remuneration to
performance is clear and meets appropriate
performance benchmarks; and

c. the remuneration to Directors, SMPs and
KMPs involves a balance between fixed and
incentive pay reflecting short and long-term
performance objectives appropriate to the
working of the Company and its goals.

The NRC with respect to SMPs and KMPs, further
ensures that:

i. the compensation levels are supported by the
need to retain earnings of the Company and
the need to maintain adequate capital based
on Internal Capital Adequacy Assessment
Process Policy;

ii. the remuneration is reasonable, recognising all

relevant factors including adherence to statutory
requirements and industry practices; and

iii. the remuneration/compensation packages
may comprise of fixed and variable pay
components aligned effectively with prudent
risk taking to ensure that compensation is
adjusted for all types of risks, the compensation
outcomes are symmetric with risk outcomes,
compensation pay-outs are sensitive to the

time horizon of the risks, and the mix of cash,
equity and other forms of compensation are
consistent with risk alignment.

During the year under review, the Policy was
amended/updated to carry out changes required to
be incorporated in accordance with the regulatory
changes.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Act and the SEBI
Listing Regulations, the Board has carried out an annual
evaluation of its own performance, performance of the
Directors individually and the Committees of the Board.

During the year under review, the NRC approved
expansion of the evaluation criteria of the Stakeholders'
Relationship and Customer Protection Committee
in line with the widened scope of the committee as
specified in the Master Direction - Reserve Bank of
India (Internal Ombudsman for Regulated Entities)
Directions, 2023.

Manner of Evaluation

The NRC and the Board have laid down the manner in
which formal annual evaluation of the performance of
the Board, its Committees and individual directors is
required to be carried out.

It includes circulation of evaluation forms separately for
evaluation of the Board and its Committees, Independent
Directors/ Non-Executive Directors/ Executive Directors/
Managing Director and Chief Executive Officer and
Chairman of the Board, as applicable.

During the year under review, the aforesaid annual
performance evaluation was conducted through an
independent external service provider's platform. The
results of the evaluation were sent to the Chairman of
the NRC, after which necessary feedback was provided
to the NRC/ Board. This process ensured that the
evaluation process was carried out in a confidential
manner and independent feedback was obtained on
the performance.

The process of the annual performance evaluation
broadly comprises:

a) Board and Committee Evaluation:

• Evaluation of Board as a whole and the
C ommittees is don e by the indi vid ual
Directors/ members, followed by submission
of collation to NRC and feedback to the Board
by the NRC post discussion.

b) Independent / Non-Executive Directors Evaluation:

• Evaluation done by Board members excluding
the Director being evaluated is received
and individual feedback is provided to each
Director as per the policy for performance
evaluation of the Board/its Committees/
Directors.

c) Chairperson / Managing Director and Chief
Executive Officer Evaluation:

• Evaluation as done by the individual directors
is submitted to the Chairperson of the
NRC and Chairperson of the NRC presents
the feedback at the NRC meeting and
subsequently at the Board meeting.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

In accordance with the requirements of Regulation 34
of the SEBI Listing Regulations, the Report includes
the Company's BRSR. The Company has followed the
framework of the International Integrated Reporting
Council (now known as Value Reporting Foundation),
the Global Reporting Initiative ("GRI") and the BRSR
principles as prescribed by SEBI.

REPORT ON CORPORATE GOVERNANCE

The report on Corporate Governance for the year
under review, is forming a part of the Board's Report
and the same is prepared in accordance with SEBI
Listing Regulations and other applicable regulations, if
any. The certificate from the Secretarial Auditor of the
Company confirming compliance with the conditions
of corporate governance is appended to the Corporate
Governance Report.

STATUTORY AUDITORS

Pursuant to the provisions of Section 139(2) of the Act
and the rules made thereunder and RBI requirements,
the Members at their Sixteenth AGM held on June
25, 2024, had appointed M/s T. R. Chadha & Co.
LLP, Chartered Accountants (ICAI Firm Registration
Number: 006711N/N500028) and M/s Brahmayya &
Co., Chartered Accountants (ICAI Firm Registration
Number: 000515S) as the Joint Statutory Auditors of
the Company for a term of 3 (three) years, i.e., from
the conclusion of Sixteenth AGM till the conclusion of
the Nineteenth AGM.

STATUTORY AUDITORS' REPORT

The Auditors' Report to the Members for the year
under review is unmodified. The notes to the accounts
referred to in the Auditors' Report are self-explanatory
and therefore do not call for any further clarifications
under Section 134(3)(f) of the Act.

SECRETARIAL AUDITOR

Pursuant to the provisions of Regulation 24A of
the SEBI Listing Regulations and in accordance with
Section 204 of the Act, basis recommendation of the
Board, the Company is required to appoint Secretarial
Auditor, with the approval of the Members at its AGM.

In light of the aforesaid, the Board of the Company
has recommended the appointment of M/s Alwyn Jay
& Co., Company Secretaries (Firm Registration Number
P2010MH021500) as the Secretarial Auditor of the
Company for a period of 5 (five) consecutive financial
years, i.e.; from FY2025-26 up to FY2029-30, subject
to approval of the Members at the ensuing AGM of the
Company, to undertake secretarial audit as required
under the Act and SEBI Listing Regulations and issue
the necessary secretarial audit report for the aforesaid
period.

M/s Alwyn Jay & Co., Company Secretaries (Firm
Registration Number: P2010MH021500) have
confirmed that their appointment, if made, will
comply with the eligibility criteria in terms of SEBI
Listing Regulations. Further, the Secretarial Auditor has
confirmed that they have subjected themselves to Peer
Review process by the Institute of Company Secretaries
of India ("ICSI") and hold valid certificate issued by the
Peer Review Board of ICSI.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act,
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 201 4 and Regulation
24A of the SEBI Listing Regulations, the Company had
appointed M/s Alwyn Jay & Co., Company Secretaries
(Firm Registration Number: P2010MH021500) to
undertake the Secretarial Audit of the Company for
FY25.

Further, in terms of the regulatory requirements,
M/s Alwyn Jay & Co. has issued the Annual Secretarial
Compliance Report, confirming compliance by the
Company of the applicable SEBI regulations and
circulars/guidelines issued thereunder.

The Secretarial Audit Report is appended as
Annexure B to the Board's Report. There is no adverse

remark, qualification, reservation or disclaimer in the
Secretarial Audit Report.

REPORTING OF FRAUDS BY AUDITORS

There were no frauds reported by the Auditors of the
Company under Section 143(12) of the Act to the
Audit Committee ("AC").

PARTICULARS OF EMPLOYEES

The information required pursuant to the provisions
of Section 197 of the Act read with Rule 5(1) of
the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 in respect of
employees of the Company has been appended as
Annexure C to the Board's Report.

In terms of second proviso to Section 136 of the Act,
the Report and accounts are being sent to the Members
and others entitled thereto, excluding the information
on employees' particulars as required pursuant to
provisions of Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014. The said information is available
for inspection by the Members.

The Board affirms that the remuneration paid to
the employees of the Company is as per the policy
on Directors' appointment and remuneration/
compensation for Directors, Senior Management
Personnel, Key Managerial Personnel and other
employees and is in accordance with the requirements
of the Act and SEBI Listing Regulations and none of the
employees listed in the said Annexure are related to
any Directors of the Company.

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

The details of conservation of energy, technology
absorption and foreign exchange earnings and outgo
of the Company are as follows:

a. Conservation of Energy:

The details regarding measures taken towards
conservation of energy and capital investment
thereof are covered as part of the Natural Capital
section of the Report.

b. Technology Absorption:

The details pertaining to technology absorption at
the Company (usage of digital and data analytics
to build sustainable competitive advantage) are
covered as part of the Management Discussion and

Analysis section of the Report and Manufactured
& Intellectual Capital section of the Report.

c. Foreign Exchange Earnings and Outgo:

There were no foreign exchange earnings during
the year (previous year: Nil); while the expenditure
in foreign currency by the Company during the
year was r 193.02 Cr towards professional fees,
license fees and finance cost (previous year:
r 90.77 Cr towards professional fees)

DEPOSITORY SYSTEM

The Company's equity shares are compulsorily tradable
in electronic form. As on March 31, 2025, out of
the Company's total equity paid-up share capital
comprising of 2,49,48,68,101 equity shares, only 6,139
equity shares were in physical form the rest being in
dematerialised form.

As per notifications issued by SEBI from time to
time, requests for effecting transfer of securities are
not processed unless the securities are held in the
dematerialised form with the depositories.

Further, transmission or transposition of securities held
in physical or dematerialised form is also effected only
in dematerialised form.

Therefore, Members holding securities in physical form
are requested to take necessary action to dematerialise
their holdings.

SUBSIDIARY AND ASSOCIATE COMPANIES

As on March 31, 2025, the Company had 3 (three)
subsidiaries. The list of the subsidiary companies is
covered in the Corporate Governance section of the
Report.

MATERIAL SUBSIDIARIES

There is no material subsidiary of the Company as
on March 31, 2025. Further, as required under
Regulations 16(1 )(c) and 46 of the SEBI Listing
Regulations, the Board has approved the policy
for determining Material Subsidiaries which is
available on the website of the Company at
https://www.ltfinance.com/investors. Please refer to the
section, Policy Compendium for accessing the policy.

PERFORMANCE AND FINANCIAL POSITION OF
EACH SUBSIDIARY / ASSOCIATE AND JOINT
VENTURE COMPANIES

L&T Infra Investment Partners ("AIF Fund") is a private
investment fund focused on the Indian infrastructure

sector. The AIF Fund is registered as a Category I
Alternative Investment Fund Infrastructure Fund with
SEBI under the Securities and Exchange Board of India
(Alternative Investment Funds) Regulations, 2012.

L&T Infra Investment Partners Advisory Private Limited
acts as an Investment Manager to the AIF Fund,
whereas, L&T Infra Investment Partners Trustee Private
Limited acts as the Trustee to the AIF Fund. The
Company is the sponsor of the AIF Fund.

L&T Financial Consultants Limited is inter alia engaged in
the business of leasing of its own properties, rendering
consultancy services and advising and assisting in due
diligence, providing technical assistance, financing
loans or advisory services.

The highlights of performance of the businesses
of subsidiaries are available on the website of the
Company at https://www. ltfinance.com/investors.

Further, as required under Rule 5 and Rule 8(1) of the
Companies (Accounts) Rules, 2014, a report on the
performance and financial position of each of the
subsidiaries and associates of the Company has been
appended as Annexure D to the Board's Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act,
the Board confirm that, to the best of its knowledge
and belief:

1) in the preparation of the annual accounts, the
applicable accounting standards have been
followed along with proper explanation relating to
material departures, if any;

2) the Directors 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 as at March 31,
2025 and of the profit of the Company for that
period;

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

4) the Directors have prepared the annual accounts
on a going concern basis;

5) the Directors have laid down internal financial
controls to be followed by the Company and that

such internal financial controls are adequate and
operating effectively; and

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

SECRETARIAL STANDARDS

The Company has complied with all applicable
Secretarial Standards issued by the ICSI on Board
meetings and General meetings.

INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY

The Company has an internal control system,
commensurate with the size, scale and complexity of
its operations. Testing of such systems forms a part of
review by the Internal Audit ("IA") function. The scope
and authority of the IA function is defined in the IA
Charter in line with the Board approved Risk Based
Internal Audit Policy.

The IA function of the Company monitors and evaluates
the efficacy and adequacy of the internal control
system in the Company to ensure that financial reports
are reliable, operations are effective and efficient and
activities comply with applicable laws and regulations.
Based on the report of the IA function, process owners
undertake corrective action, if any, in their respective
areas and thereby strengthen the controls. Significant
audit observations and corrective actions thereon are
presented to the AC of the Company from time to time.

BOARD MEETINGS

The details of the Board meetings held during FY25 are
disclosed in the Corporate Governance Report.

AUDIT COMMITTEE

The Company has constituted an AC in terms of the
requirements of the Act, Regulation 18 of the SEBI
Listing Regulations and RBI regulations. The details of
the same are disclosed in the Corporate Governance
Report.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the requirements of the provisions
of Section 135 of the Act, the Company has constituted
a Corporate Social Responsibility ("CSR") and ESG
Committee. The composition and terms of reference
of the CSR and ESG Committee are covered in the
Corporate Governance Report.

The Company has also formulated a CSR policy ("CSR
Policy") in accordance with the requirements of the
Act containing details specified therein. The CSR Policy
along with details of the projects approved by the
Board are available on the website of the Company at
https://www.ltfinance.com. Please refer to the section,
Policy Compendium for accessing the CSR Policy.

The Company has a strong commitment towards
promoting inclusive social transformation in rural
communities through its CSR efforts. The CSR
interventions are aligned with the Sustainable
Development Goals ("SDGs"), which indicate a
holistic approach towards social responsibility. The
project-based accountability approach with a focus
on social impact, scale, and sustainability reflects the
Company's commitment to creating shared value for
all stakeholders.

During the year under review, no changes were made
to the CSR Policy.

During the year, the overall CSR spend at L&T Finance
(including its subsidiaries) was R 30 Cr. The Company
spent R 26.18 Cr in excess of its CSR obligations and
the excess amount will be set off against the required
2% CSR budget over the next immediate succeeding
financial years.

The Company's CSR efforts are well-aligned with its
business objectives, regulatory requirements, and social
responsibility principles.

An annual report on activities as required under
Companies (Corporate Social Responsibility Policy)
Rules, 2014 has been appended as Annexure E to the
Board's Report.

VIGIL MECHANISM

Pursuant to Rule 7 of the Companies (Meetings
of Board and its Powers) Rules, 2014 read with
Section 177(9) of the Act and Regulation 22 of the
SEBI Listing Regulations, the Company has adopted
a Vigil Mechanism Framework, under which the
Whistle Blower Investigation Committee has been set
up. The objective of the framework is to establish a
redressal forum, which addresses all concerns raised
on questionable practices and through which all the
stakeholders such as Employees, Directors and service
providers (agency, vendor, contractor or any outsourced
partner) can raise actual or suspected violations. The
Vigil Mechanism Framework provides for adequate
safeguards against victimization of the persons who
use such mechanism and make provisions for direct
access to chairman of AC.

The effectiveness of the vigil mechanism is regularly
reviewed by the AC, which ensures that all grievances
are handled promptly and judiciously. The AC's
oversight ensures that the framework is accessible to
all stakeholders and that it aligns with best practices.

Necessary details pertaining to the framework are
disclosed in the Corporate Governance Report.

PARTICULARS OF LOANS GIVEN, INVESTMENTS
MADE, GUARANTEES GIVEN OR SECURITY
PROVIDED BY THE COMPANY

The particulars of loans, guarantees, security and
investments as per Section 186 of the Act by the
Company, as applicable, have been disclosed in the
financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES

The Board has approved the policy on transactions
with related parties ("RPT Policy"), pursuant to the
recommendation of the AC. In line with the
requirements of the Act, RBI regulations and the
SEBI Listing Regulations, the Company has formulated
the RPT Policy. The RPT Policy intends to ensure
that proper reporting, approval and disclosure
processes are in place for all transactions between
the Company and the related parties. The RPT
Policy is available on the website of the Company at
https://www.ltfinance.com/investors. Please refer to the
section, Policy Compendium for accessing the RPT Policy.

Key features of the RPT Policy are as under:

• All transactions with related parties ("RPTs")
irrespective of its materiality and any subsequent
material modification to any existing RPTs are
referred to the AC of the Company for prior
approval. The process of approval of RPTs by the
AC, Board and shareholders is as under:

a) Audit Committee:

All RPTs and subsequent material modification,
irrespective of whether they are in the ordinary
course of business or at an arm's length basis
require prior approval of AC.

Only those members of the AC who are
independent directors approve the RPTs.

RPTs to which the subsidiary of the Company
is a party but the Company is not a party,
require prior approval of the AC if the value
of such transaction whether entered into

individually or taken together with previous
transactions during a financial year exceeds
10 (ten) per cent of the annual standalone
turnover, as per the last audited financial
statements of the subsidiary of the Company.

Transaction between the Company or its
subsidiaries with unrelated parties, the
purpose and effect of which is to benefit
the related party of the Company or any of
its subsidiaries is an RPT and require prior
approval of the AC.

b) Board:

Generally, all RPTs are in the ordinary course
of business and at arm's length price.

RPTs which are not at arm's length and which
are not in the ordinary course of business
and/or which requires shareholders' approval,
are approved by the Board.

c) Shareholders:

All material RPTs and subsequent material
modification thereof, require approval of the
shareholders, based on recommendation of
the Board, through ordinary resolution passed
at the general meeting.

Where any contract or arrangement is entered
into by a Director or any other employee
without obtaining the consent of the Board
or approval by an ordinary resolution in the
general meeting, it is required to be ratified
by the Board or the shareholders at a meeting,
as the case may be, within 3 (three) months
from the date on which such contract or
arrangement was entered into.

• Ratification of RPTs:

The members of the AC, who are Independent
Directors, may ratify RPTs within 3 (three) months
from the date of the transaction or in the
immediate next meeting of the AC, whichever is
earlier, subject to the following conditions:

a. The value of the ratified transaction(s) with a
related party, whether entered into individually
or taken together, during a financial year does
not exceed R 1 Cr;

b. The transaction is not material in terms of
the provisions of Regulation 23(1) of the SEBI
Listing Regulations;

c. Rationale for inability to seek prior approval
for the transaction is placed before the AC at
the time of seeking ratification;

d. Details of ratification is disclosed along with
the disclosures of related party transactions in
terms of the provisions of Regulation 23(9) of
the SEBI Listing Regulations;

e. Any other condition as may be specified by
the AC.

Provided that failure to seek ratification of the AC
would render the transaction voidable at the option
of the AC and if the transaction is with a related
party to any Director, or is authorised by any other
Director, the Director(s) concerned is required to
indemnify the Company against any loss incurred
by it.

The following are inter alia exempted from
the approval requirements as per SEBI Listing
Regulations and/or the Act:

• transactions between Company and its
wholly-owned subsidiary whose accounts are
consolidated with the Company;

• 2 (two) wholly-owned subsidiaries of the
Company, whose accounts are consolidated
with the Company;

• transactions which are in the nature of
payment of statutory dues, statutory fees
or statutory charges entered into between
the Company on one hand and the Central
Government or any State Government or any
combination thereof on the other hand.

TRANSACTIONS WITH RELATED PARTIES

All RPTs that were entered into during FY25 were on an
arm's length basis and in the ordinary course of business
and disclosed in the Financial Statements. There were
no materially significant RPTs made by the Company
with Promoters, Directors, KMPs or body corporate(s),
which had a potential conflict with the interest of the
Company at large. Accordingly, the disclosure of RPTs
as required under the provisions of Section 134(3)
(h) of the Act in Form AOC-2 is not applicable. The
Directors draw attention of the Members to notes to
the Financial Statements which sets out related party
disclosures.

RISK MANAGEMENT FRAMEWORK

The Company has constituted a Risk Management
Committee ("RMC") in terms of requirements of
Regulation 21 of the SEBI Listing Regulations and RBI

regulations and has also adopted an Enterprise Risk
Management Policy. The details are covered as part of
the Corporate Governance Report.

The Company has a risk management framework and
Board members are informed about risk assessment
and minimization procedures and periodical review
to ensure management controls risk by means of a
properly designed framework. The AC and the Board
are kept apprised of the proceedings of the meetings
of the RMC. The Company, as it advances towards
its business objectives and goals, is often subjected
to various risks. Credit risk, market risk, liquidity risk,
climate risk, transition risk, model risk, reputation risk,
strategic risk and operational risk are some of the risks
that your Company is exposed to and details of the same
are covered in the Management Discussion and Analysis
and Corporate Governance section of the Report.

POLICY FOR PREVENTION, PROHIBITION AND
REDRESSAL OF SEXUAL HARASSMENT AT
WORKPLACE

The Company has in place a policy for prevention,
prohibition and redressal of sexual harassment at
workplace. Further, the Company has constituted an
Internal Committee under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, where complaints in the nature
of sexual harassment can be registered. Appropriate
reporting mechanisms are in place for ensuring
protection against sexual harassment and the right to
work with dignity.

During the year under review, the Company had
received 10 (ten) complaints in this regard out of
which 1 (one) complaint was pending as on March 31,
2025 which has also been resolved as at the date of
the Board's Report. All complaints were satisfactorily
resolved.

ANNUAL RETURN

The Annual Return in Form MGT-7 as required under
Section 92(3) of the Act is available on the website of
the Company at https://www.ltfinance.com/investors
(click - Annual Return).

SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS

There are no significant and material orders passed by
the regulators/courts which would impact the going
concern status of the Company and its future operations.

RBI REGULATIONS

The Company has complied with the applicable
regulations of RBI.

OTHER DISCLOSURES

During the year under review, the Company has
received an in-principle approval for appointment as
User Agency and e-KYC User Agency, pending receipt
of the license key from Unique Identification Authority
of India.

Subsequent to the merger of its subsidiaries with
the Company, the Company had applied for
registration as a NBFC-ICC. The Company continued
to comply with the guidelines as applicable to NBFC-
ICC in accordance with no-objection letter issued
by RBI dated March 24, 2023 until the receipt
by the Company of Certificate of Registration as
NBFC-ICC dated August 2, 2024.

The Company has not obtained any other registration/
license / authorisation, by whatever name called from
any other financial sector regulators.

ACKNOWLEDGEMENT

The Directors express their sincere gratitude and
appreciation towards all those who have contributed
to the success of the Company during the past year. It
is through the collective effort and dedication of many
stakeholders that we have achieved our goals and
milestones.

We express our sincere gratitude to RBI, SEBI, BSE
Limited, National Stock Exchange of India Limited,
Ministry of Finance, Ministry of Corporate Affairs,
Registrar of Companies, other government and

regulatory authorities, lenders, financial institutions
and the Company's bankers for the ongoing support
extended by them.

We would also like to thank our esteemed customers
and shareholders. As we reflect on the accomplishments
of the past year, we are deeply grateful for your
unwavering support and partnership. Your loyalty
and trust have been the cornerstone of our success,
empowering us to overcome challenges and pursue
new opportunities with confidence. We recognize the
importance of your continued commitment, and we
remain steadfast in our dedication to delivering value
and excellence in all that we do.

Lastly, we extend our deepest appreciation to our
employees, whose hard work, commitment, and
innovative ideas have been instrumental in driving
our growth and success. Their unwavering dedication
and professionalism have played a significant role in
overcoming challenges and seizing opportunities.

For and on behalf of the Board of Directors
L&T Finance Limited

(formerly known as L&T Finance Holdings Limited)

S.N. Subrahmanyan Sudipta Roy

Chairman Managing Director and

DIN: 02255382 Chief Executive Officer

DIN: 08069653

Place: Mumbai
Date: April 25, 2025