To The Members

The Board of Directors of Your Company ("Your Company" or "IFCI") presents the 29th (Twenty Ninth) Annual Report of IFCI Ltd., together with the audited financial statements for the year ended March 31, 2022.

Financial Summary and State of Company's Affairs

The summarized financial performance of Your Company during the year and the previous year are as under:

(Rs. in crore)

The above numbers are extracted from the financial statements prepared in accordance with the Indian Accounting Standards (Ind AS), in compliance with the Companies (Account) Rules, 2014 and accounting standards notified under Section 133 of the Companies Act, 2013, read with the Companies (Indian Accounting Standards) Rules, 2015 as amended.

Any regulation/ guidance/ clarification/ direction issued by Government of India, RBI or by any other Regulators, of Your Company will be implemented by Your Company as and when they are issued/ applicable.

During the year, there was reduction in operational income on account of decline in loan assets caused by prepayments of certain loans & scheduled repayments with no fresh sanction or disbursement, increase in stage3 assets, nonrecognition of interest income on stage3 assets and write off of stage3 income in certain cases.

Financial Performance

Your Company suffered a total comprehensive loss of ' 2026.66 crore during the year under report, mainly on account of unfavorable economic environment, nonrecognition of income of stage3 assets and large amount of impairment made in respect of Stage3 assets. The substantial amount of provisions enhanced the provision coverage ratio to over 82.68%. However, the capital adequacy ratio reduced in current FY to 64.85% with TierI capital at 64.96%. Various initiatives were taken during the year in order to maximize recovery from nonperforming loan assets, expedite divestment of noncore assets and strengthen the advisory business, which are expected to improve the cash flow of Your Company and make the balance sheet of Your Company healthier.

Sanctions, Disbursements and Recovery

During the FY 202122, while keeping in view the macroeconomic situation and impact of COVID pandemic, Your Company adopted a cautious approach and did not sanction any new loans.

Your Company actively pursued recovery towards NonPerforming Assets (NPAs), majorly through settlement and assignment routes, as recovery through legal route was delayed on account of COVID pandemic, thereby recovering ' 1,097 crore out of NPAs, and ' 25 7 crore out of Security Receipts (SRs) and unquoted equity, during FY 202122.

Your Company will continue to maintain momentum of NPA Resolution & Recovery achieved in the last financial year and will make efforts for expeditious recovery in the current financial year also.

Treasury, Investment and Forex Operations

Your Company has been cautious in investing the surplus funds across diversified instruments with focus on safety while making every effort towards maximizing yield in consonance with liquidity management.

In rupee operations, the objective had been to manage the surplus funds effectively with minimum risk and deployment of surplus funds in shorter duration instruments to meet liquidity requirements. The underlying investment principle was safety, liquidity and risk containment and accordingly Your Company invested in Treasury Bills, Government Securities, Certificate of Deposit, Commercial Papers, InterCorporate Deposit / Short Term Deposit, Fixed Deposits / Bonds and Mutual Fund Schemes during the year. Average Deployment during the year was ' 1,346.83 crore against ' 851.70 crore in FY 202021 and annualized return on fund deployed was 3.51%. The return during FY 202122 from Treasury operations was lower than the previous year as investments were made in instruments with shorter maturity, with the objective to ensure safety and liquidity. During the year under report, Your Company registered an interest income of ' 75.68 crore from investments as against ' 79.83 crore during the previous year.

In view of volatility prevailing in market due to uncertainties on account of increasing commodity prices and geographical conflict in later part of the year, Your Company continued with the prudent strategy of selective disinvestment of slow moving/illiquid stocks and booking profits from investments in stocks. Net investment portfolio of Your Company as on March 31, 2022 stood at ' 2,944 crore as against ' 4,294 crore at the end of previous Financial Year. The Foreign Currency (FC) operations were confined to servicing of FC liabilities and containing the exchange risk arising due to mismatch in the outstanding amount of FC assets and liabilities. The mismatches were covered through forward contracts and currency futures. The net mismatch position was maintained well below the limits approved by Board and RBI, by maintaining almost square position.

Resource Mobilisation and Borrowing Profile:

During the year, Your Company could not channelise fresh resources due to rating constraints and weak financial parameters. The servicing of liabilities was done majorly from own sources.

The Principal liability outstanding of Your Company as on March 31, 2022 was ' 7,011.90 Crore comprising of rupee borrowings of ' 6,639.15 Crore and foreign currency loan of ' 372.75 Crore. Interest liability outstanding (i.e. interest accrued but not due on borrowings) as on March 31, 2022 was ' 674.14 crore. The broad instrument wise breakup of outstanding borrowings as on March 31, 2022 is indicated below:

Investor services continued to be of utmost importance for Your Company. Investors' service requests / grievances received in physical or electronic form or through webbased query submission system, were taken up promptly and redressed.

During pandemic, the IT System of Your Company enabled employees to work from home and attend and conduct regular meetings using collaboration tools.

Foreign Exchange Earnings

The details in respect of foreign expenditure / earnings are as follows:

(Rs. in crore)

Internal Financial Control

Your Company has sound Internal Financial Controls over financial reporting through policies and procedural manuals, designed to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with Generally Accepted Accounting Principles. The entity level control framework, designed and implemented in earlier years, was subjected to sample tests by the Management of Your Company, for various processes, during the year under report by a well experienced Internal Audit Team of Your company with a frequency parallel with Internal Audit. Based on the satisfaction over the operating effectiveness of the Internal Financial Controls, the Board of Directors believes that adequate Internal Financial Controls exist and are operating effectively.

Vigilance

The Company has a dedicated Vigilance Department, headed by Chief Vigilance Officer. Vigilance Department at Head Office takes care of all vigilance matters of IFCI, its Regional Offices & subsidiaries.

With amplified prominence given to preventive vigilance, the department conducts inspection of various offices from time to time. If irregularities/ lapses are observed, then the same is shared with Regional Incharges and concerned departments of Head Office for taking various steps to initiate the corrective measures or to take actions towards systemic improvements or initiate penal action based on the nature of case. Vigilance Dept. also informs the management for systemic improvement based on the findings. Vigilance Dept. ensures the completion of disciplinary proceedings as per extant guidelines within the set timelines. It helps Your Company to promote ethical practices within the organization.

During 202122, Vigilance Department organized various online workshops / trainings on awareness about PIDPI (Public Interest Disclosure and Protection of Informer), CTE (Chief Technical Examiner) Type Inspection and CVC guidelines to the vigilance officers of IFCI Limited and its subsidiaries.

This year also IFCI has celebrated Vigilance Awareness Week by conducting various activities for the employees of IFCI and its subsidiaries. IFCI insured active and enthusiastic participation by conducting the Vigilance Awareness week. This year, various competitions were also conducted to enhance vigilance awareness for IFCI Group Employees such as Quiz / MCQ Competition and Slogan/ Poem/Essay writing competition, depicting the real meaning of "Independent India @ 75: Self Reliance with Integrity; @ 75: A Nukkad Natak was also organized in IFCI on this occasion.

Whistle Blower Policy

The Company has put in place a Vigil Mechanism in terms of the provisions of Section 177 (9) and (10) of the Companies Act, 2013, and SEBI Listing Regulations. Under Whistle Blower Policy, Director(s) and employee(s) of IFCI, can report to the Management their concerns about unethical behaviour, actual or suspected fraud or violation of the IFCI's code of Business conduct and ethics and to provide adequate safeguards to them against any sort of victimization on raising an alarm. The Policy also provides for direct access to the Chairperson of the Audit Committee in exceptional cases. The Whistle Blower Policy is available on the link https://www.ifciltd.com/202 2/ Whistle%20Blower%20Policy.pdf

Disclosure as per Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013

An Internal Complaint Committee has been formed and the Members of the said Committee, at present, are as under:

1. General Manager (HR) Presiding Officer

2. Ms. Lata Lochav External Member

3. Ms. Chhavi Singhal, DGM

4. Ms. Trina Tejaswini, DGM (Law)

5. Mr. Rahul Agrawal, DGM

In the absence of any of the aforesaid internal members, Ms. Shikha Gupta, DGM would be the alternate member. A brief of the complaints received under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is as under:

Management Discussion and Analysis

1. Industry Structure and Developments*

Industry Outlook Financial entities have generally emerged resiliently from the pandemic and are expanding their business as the economic recovery takes hold. Their asset quality has improved and capital positions remained strong. Macro stress tests reveal that Scheduled Commercial Banks would be able to withstand adverse macroeconomic circumstances. Also, any negative shock to house prices is not likely to significantly impact banks' capital positions. Sensitivity analysis shows that credit concentration risk and equity price risk may not be substantial but banks, especially PSBs, having substantial unrealised losses in their books at the beginning of the interest rate tightening cycle, portends risks to their financial health going forward. Network analysis results suggest that contagion losses have increased during H2:202122.

Non Banking Financial Companies (NBFCs)

Aggregate credit extended by NBFCs stood at ' 28.5 lakh crores in March 2022. Loans to industry constituted the largest segment (39.1 per cent), followed by personal loans (27.4 per cent) and those to services (15.3 per cent). Credit to the agriculture sector accounted for a miniscule share (1.8 per cent). Government owned NBFCs accounted for 45.6 per cent of aggregate credit extended by all NBFCs. Their dominant share of over three fourth of the industrial loans has, however, been receding. In terms of credit dispensation by category of NBFCs, investment and credit companies (NBFCICC) and infrastructure finance companies (NBFCIFC) predominated in gross loans and advances in March 2022. The GNPA ratio of NBFCs eased in March 2022 from 6.8 per cent in September 2021, the moderation witnessed across both public and private sector NBFCs. The improvement was primarily on account of 340 bps dip in the GNPA ratio of the services sector. Nevertheless, it remained higher than other sectors at 9.9 per cent. There was a larger concentration of NPAs in the industrial sector for which the loan book size far exceeds that of the services sector. The aggregate NNPA ratio of NBFCs also ebbed in March 2022, despite a 90 bps rise in the NNPA ratio for the industrial sector loans on account of curtailed provisioning. The capital position of NBFCs remained robust and their Return on Assets (RoA) recouped in March 2022. Borrowings remained the major source of funds for NBFCs, mainly in the form of debentures and bank borrowings.

NBFCs were the largest net borrowers of funds from the financial system, with gross payables of ' 12.46 lakh crore and gross receivables of ' 1.62 lakh crore as at endMarch 2022. Over half of their borrowings were from SCBs and this share increased further during H2:202122 as their reliance on funding by AMC MFs and insurance companies reduced. Instrument wise, the NBFC funding mix saw a rise in Long Term loans whereas the share of Long Term debt instruments and CPs declined during 202122.

2. Opportunities & Threats

To create national manufacturing champions and generate employment opportunities for the country's youth, PLI Schemes are the cornerstone of the Government's push for achieving an

Atmanirbhar Bharat. The objective is to make domestic manufacturing globally competitive and to create global Champions in manufacturing. The strategy behind the PLI schemes is to offer companies incentives on incremental sales from products manufactured in India, over the base year. They have been specifically designed to boost domestic manufacturing in sunrise and strategic sectors, curb cheaper imports and reduce import bills, improve cost competitiveness of domestically manufactured goods, and enhance domestic capacity and exports. Following are the PLI and other Schemes of Government of India, where IFCI has been appointed as the nodal agency/ Project Management Agency (PMA):

2. IFCI is also associated with India Semiconductor Mission as Agency for Techno Financial Appraisal, Due Diligence and Verification for (i) Scheme for setting up of Semiconductor Fabs, (ii) Scheme for setting up of Display Fabs and (iii) Scheme for setting up of Compound Semiconductors / Silicon Photonics / Sensors Fab/ Discrete Semiconductors Fab and Semiconductor Assembly, Testing, Marking and Packaging (ATMP)/ Outsourced Semiconductor Assembly and Test (OSAT) facilities in India.

On other fronts, Efforts are being made to create synergies on the CSR front amongst Group Companies by consolidating these activities under a single organization. Further details are covered in the section on Corporate Social responsibility.

Various training courses are being organized for employees on a wide range of topics such as BRSR framework, CSR, Climate Finance/ESG, Advanced Financial Modelling Negotiation skills, Risk Management.

IFCI through its subsidiary Stock Holding Corporation of India Limited (SHCIL), is making contribution in promotion of digital economy in the country. SHCIL is one of the largest Depository Participants, besides being the country's largest premier Custodian in terms of assets under custody. SHCIL also acts as a Central Record Keeping Agency for collection of stamp duty, ecourt fee and eregistration in various States and Union Territories. As on March 31, 2022, estamping services were operational in 23 States and UTs and SHCIL mobilised an amount of ' 39,672 crore in FY 202122 as compared to ' 24,897 crore in FY 202021 in e stamping services i.e. an increase of about 59%. The number of certificates issued in FY 202122 were 15.22 crore as compared to 10.57 crore in FY 202021 i.e. an increase of about 44%.

IFCI Venture Capital Funds Limited (IVCF), IFCI's another subsidiary, caters to social sector and presently manages Venture Capital Fund for Scheduled Castes (VCFSC) and Venture Capital Fund for Backward Classes (VCFBC), both initiatives of Ministry of Social Justice and Empowerment (MoSJE) to promote entrepreneurship among the select segments of the society by providing concessional finance.

On 14th April 2022, IVCF, in association with MoSJE and Dalit Chambers of Commerce & Industry (DICCI), had conducted a national level event to provide further impetus to entrepreneurship in the SC Community and to bring them in the mainstream business. The objective was to create a platform to SC Youth to showcase their innovative ideas and get funding upto ' 30 lakh under Ambedkar Social Innovation and Incubation Mission (ASIIM). In the event, the contribution of successful SC entrepreneurs across MSMEs were recognized under Dr. Ambedkar Business Excellence (ABEA) felicitation. IVCF is also promoting Dr Ambedkar Young Entrepreneur League (AYE), a Mentor Network that helps to connect the budding entrepreneurs with industry experts/mentors; Promotes sharing of domain knowledge & experience from business experts/mentors with young SC entrepreneurs. AYE has onboarded 90 Mentors with varied skills / experience and 157 Mentorship sessions have been facilitated.

The details of all the subsidiaries are available on the website of IFCI at www.ifciltd.com.

On the other hand, Your Company is struggling with liquidity risk, negative CRAR, high NPA level and downward revision in credit rating. The immediate objective of Your Company is to reduce the level of NPAs through aggressive recovery efforts and maintain sufficient liquidity to meet liabilities. Efforts were also made to adopt cost optimization measures and to cut on avoidable expenses.

The fact that the Government of India is the Promoter and the largest equity shareholder of Your Company, offers sufficient comfort and confidence to the stakeholders. The Government of India has consistently infused funds in Your Company through equity participation. For the year 202122, the Government had infused funds aggregating upto ' 100 crore in January 2022. The Government has also infused funds aggregating upto ' 100 crore in September 2022 for the year 202223.

3. SegmentWise or ProductWise Performance

Your Company's primary business is to provide financial assistance and it operates under a single segment reporting framework.

4. Outlook

The provisional estimates of national income released by the National Statistical Office (NSO) on May 31, 2022 placed India's real Gross Domestic Product (GDP) at a growth of 8.7% for FY 202122 (YoY basis) visavis a contraction of ()6.6% registered in previous FY. The provisional estimates of GDP growth for FY 202122 take the economy above its prepandemic level and exhibit improvement. The GDP growth of 4.1% has been registered in Q4 of FY 202122 (YoY basis) in comparison to 2.5% growth registered in the corresponding quarter of previous FY.

The impressive 10.3% growth registered in Industry Sector (Mining & Quarrying, Manufacturing, Electricity, Gas, Water Supply & Other Utility Services and Construction) in comparison to contraction of ()3.3% in previous FY has largely contributed to the overall GDP growth for FY 202122. The Services Sector (Trade, hotels, transport, communication & broadcasting, Financial, Real Estate & Professional Services, Public administration, defense and other services), grew by 8.4% visavis a contraction of ()7.8% registered in previous FY.

Indian Economy grew at a decelerated rate in Q4 of FY 202122 in comparison to previous 3 quarters wherein it grew by 20.1%, 8.4% and 5.4% in Q1, Q2 and Q3, respectively. The economy was hit hard by the third wave of COVID Pandemic. As the economy was gaining pace after the third wave, global supply bottlenecks due to outbreak of the RussiaUkraine war and higher input costs again slowed the pace of recovery. The contraction in the manufacturing sector, which struggled with supply bottlenecks and high input prices, in the last quarter of FY22 is a cause of concern. The other worrying aspect is the reduction in consumption to GDP ratio in Q4 of FY22, despite bouncing back of investment to GDP ratio. The slowest quarterly growth in Q4 of FY22 was also partly because of the unfavorable base effect. Share of Private Consumption in GDP fell significantly to 55.5% in Q4 of FY22 from 61% in Q3 of FY22 resulting in moderation of growth in Private Final Consumption Expenditure (PFCE) growth to 1.8% in Q4 FY22 in comparison to 7.4% in Q3 of FY22. High inflation has had a dampening impact on consumer sentiments. Other highfrequency indicators such as IIP consumer goods and auto sales are also reflecting the weak consumption spending in rural and urban areas.

The global economy continues to grapple with multidecadal high inflation and slowing growth, persisting geopolitical tensions and sanctions, elevated prices of crude oil and other commodities and lingering COVID19 related supply chain bottlenecks. Global financial markets have been roiled by turbulence amidst growing stagflation concerns, leading to a tightening of global financial conditions and risks to the growth outlook and financial stability. As per RBI monetary policy review during June 0608, 2022, it is expected that the tense global geopolitical situation and the consequent elevated commodity prices would impart considerable uncertainty to the domestic inflation outlook. The restrictions on wheat exports should improve the domestic supplies but the shortfall in the rabi production due to the heat wave could be an offsetting risk. The forecast of a normal southwest monsoon augurs well for the kharif agricultural production and the food price outlook. Edible oil prices remain under pressure on adverse global supply conditions, notwithstanding some recent correction due to the lifting of export ban by a major supplier. Consequent to the recent reduction in excise duties, domestic retail prices of petroleum products have moderated. International crude oil prices, however, remain elevated, with risks of further passthrough to domestic pump prices. There are also upside risks from revisions in the prices of electricity. Early results from manufacturing, services and infrastructure sector firms polled in the Reserve Bank's surveys expect further input and output price pressures going forward.

The RBI monetary policy review indicated that the recovery in domestic economic activity is gathering strength. Rural consumption should benefit from the likely normal southwest monsoon and the expected improvement in agricultural prospects. A rebound in contactintensive services is likely to bolster urban consumption, going forward. Investment activity is expected to be supported by improving capacity utilisation, the government's capex push, and strengthening bank credit. Growth of merchandise and services exports is set to sustain the recent buoyancy. Spillovers from prolonged geopolitical tensions, elevated commodity prices, continued supply bottlenecks and tightening global financial conditions nevertheless weigh on the outlook. Taking all these factors into consideration, the real GDP growth projection for 202223 is estimated at 7.2%, with Q1 at 16.2%; Q2 at 6.2%; Q3 at 4.1%; and Q4 at 4.0%, with risks broadly balanced.

5. Risks and Concerns

In order to address risks, Your Company has put in place an Integrated Risk Management Policy (IRMP) which addresses Credit Risk, Market Risk, Operational Risk and AssetLiability Management, as a part of Comprehensive Risk Management Framework which is integrated with its business model.

The General Lending Policy, IRMP, Liquidity Risk Management and other business policies of Your Company are reviewed periodically, keeping in view the changing economic and business environment. The Risk Management Vision Statement and Qualitative Risk Appetite Statements of IFCI have also been put in place. Parameters included in the Qualitative Risk Appetite statement are tested periodically.

Your Company assessed the Portfolio level risks by way of monitoring of actual exposures against prudential limits, stress testing under various scenarios, annual rating migration exercise, rating distribution, portfolio rating highlighting the quality of portfolio, mapping of internal and external ratings. Your company regularly monitors and revises its Benchmark Rates based on current market, macro & micro economic factors and profitability. As part of Ind As implementation, Your Company estimates rating gradewise Probability of Default (PD) numbers of its credit portfolio, based on past data while Loss Given Default (LGD) numbers are worked out based on past history of cashflows from NPAs. The risk components are utilized for calculation of Expected Credit Loss (ECL), as part of Ind AS implementation. The Risk and Asset Liability Management Committee of Executives (RALMCE), analyses the Dynamic Liquidity Position, Structural Liquidity Gaps and Interest Rate Sensitivity positions, on a periodic basis, based on extant regulatory prescriptions. The midoffice function of Integrated Treasury reports to the Risk Management function and acts as an independent risk monitoring functionary. Your Company has a scientific methodology for fixing IFCI Benchmark Rate for long and short term loans. Methodology for risk based pricing and fixing risk premium over benchmark rate for each rating grade is in place. To manage the Operational Risks, there are adequate internal controls and systems in place, aided and assisted by Internal Audit, Internal Financial Controls, remote backup of data, Disaster Management Policy, IT security, physical security and suitable insurance of insurable assets of Your Company, as well as of the assets mortgaged to Your Company. Besides, a mechanism for stress testing of loan portfolio and measurement of liquidity position is also in place, to assess likely impact on CRAR, profitability and liquidity. Your Company continues to strive for development of a strong culture for risk management and awareness within the organization.

6. Internal Control Systems, their adequacy and Internal Audit

Your Company has an adequate Internal Control System commensurate with size, scale and complexity of its business and allied operations. The efficacy of these internal controls is being verified by the Internal Audit Department on a regular basis. From the Financial Year 201819, the internal audits are being carried inhouse by a team of experienced personnel. The periodicity of such audits varied from quarterly to yearly depending upon the criticality and materiality of transactions based on the scope approved by the Audit Committee of Directors.

7. Material Development in Human Resources, Industrial Relations Front, Including Number of People Employed

Your company believes that skilled, energised and engaged Human Resource pool is the foundation for effective performance of any organization. Focusing on activities that lead to the development of human resource pool with such competencies was the mainstay of Human Resources Management in Your Company, throughout the year.

The performance of the organization in the recent past required the creation of structures that promote outof the box thinking amongst employees, in order to mount effective response to the challenges being faced. In this direction, several initiatives were undertaken wherein focus was on creation of cross functional teams. These teams identified problems/challenges on various fronts, suggested ways to address the same and were also made responsible for implementing the suggestions. Institutional structures wherein such working groups have been at the forefront to redress many challenging issues have not only brought innovative solutions but have also increased employee engagement.

Your organization also managed to deal effectively with continued challenges posed due to Covid19 throughout the year. Measures such as Workfromhome policies to safeguard health and safety of employees, deploying a Rapid Action Task force along with strict implementation of Standard Operating Procedures (SOPs) mandated by local authorities, staggered office hours, a sound IT support architecture, productivity monitoring systems, medical consultation services, COVID isolation center, sanitization precautions, and staff sensitization regarding COVID appropriate behavior were all put in place, to ensure that functioning of the organization is not hampered.

Your Company continued its focus on learning and development activities. Due to Covid19, most of the trainings were held through virtual/online learning mode. Considering that Advisory Services has emerged as a major business vertical within IFCI, special focus was laid to develop skills that cater to the requirements of this function. Further, efforts have also been made to skill the employees in the emerging business areas viz. ESG/ Sustainability/Climate Financing etc. through several learning/ certification programmes during the year. Additionally, employees were nominated to take part in conferences, webinars, and discussion forums that were held by the industry on digital platforms in order to keep them abreast with the most recent advancements and explore commercial potential. Your Company covered around 60% of its employees in various training/ conferences/seminars etc. In all, there were 137 nominations, in the inhouse training/workshops and external trainings, covering topics of functional and behavioral nature. Further, Your Company has also exposed its employees to various challenging assignments for their development.

Welfare of SCs/STs/OBCs/EWSs/PWDs

Your Company follows various policies and guidelines issued by the Government of India towards the upliftment of Scheduled Castes (SCs), Scheduled Tribes (STs), Other Backward Classes (OBCs), Economically Weaker Sections (EWSs), Persons with Disabilities (PwDs), etc. In accordance with the guidelines issued by the Government of India, the rules governing reservations and relaxations for certain categories are strictly adhered to. Additionally, appropriate representation of such employees is ensured by Your Company in various training programmes. During the year, Your Company provided training to 5 7% SCs, 100% STs and 65% OBCs employees.

Your company had 170 regular employees as of March 31, 2022, of whom 23 (14%) belonged to Other Backward Classes, 14 (8%) to Scheduled Castes, and 1 (1%) to Scheduled Tribes.

Annual Statement showing the representation of SCs, STs, OBCs & EWSs as on First January of the Year 2022 and Number of Appointments made during the preceding Calendar Year is as under:

Annual Statement showing the representation of SCs, STs, OBCs & EWSs in various grades as on First January of the Year 2022 is as under:

Groupwise representation of Persons with Disabilities (PwDs) up to 31.12.2021 is as under:

NOTE:

i. VH stands for Visually Handicapped (persons suffering from blindness or low vision)

ii. HH stands for Hearing Handicapped (persons suffering from hearing impairment)

iii. OH stands for Orthopaedically Handicapped (persons suffering from locomotor disability or cerebral palsy)

iv. ID stands for Intellectual Disability

8. Details of Significant Changes in Key Financial Ratios

The details of significant changes in Key Financial Ratios are as under:

* Explanation: The change in the ratios was due to a decrease in operational income, which got impacted on account of prepayment of loans and consequent decline in standard assets. Further, as Debtor Turnover Ratio or Inventory Turnover Ratios are not applicable to the company (NBFC), the same has not been incorporated in the Table above.

9. Corporate Social Responsibility

IFCI SOCIAL FOUNDATION (ISF)

IFCI has always strived to conduct its business holistically and responsibly. At IFCI, apart from financial performance, community and social stewardship have been key factors for its holistic business growth. IFCI has been an early adopter of Corporate Social Responsibility (CSR) initiatives and has been involved in socially relevant activities ever since its inception in 1948. Today, it continues to work towards social and community development and areas needing focus and attention, through the IFCI Social Foundation (ISF), a registered Trust, established in 2014. ISF is functioning as an arm for CSR activities of IFCI and IFCI Group. ISF is guided by its values viz. Inclusiveness, Integrity, Commitment and Passion with the overall vision "To be one of India's premier CSR Institutions and strive to make sustainable social impact with inclusiveness". Its major focus has been in areas of Education, Skill development, Healthcare and Sanitation, Poverty alleviation, Women empowerment and social welfare of women and girl child. The investment in CSR activities is project based and for every project, time frame and periodic milestones are set at the outset.

IFCI and ISF through its CSR projects have covered almost 23 states and Union Territories in India. The trust is registered for exemptions u/s 12A & 80G of the Income Tax Act. The trust is also registered with the Ministry of Corporate Affairs in line with CSR Amendment Rules, 2021. ISF carries out CSR activities on behalf of IFCI and IFCI Group Companies.

The Annual Report on CSR activities forms part of the Board's Report at Annexure I.

CORPORATE SOCIAL RESPONSIBILITY

As the Average Net Profit of IFCI Ltd for the last preceding three years was negative, IFCI was not required to allocate any amount for CSR activities for FY 202122.

Cautionary Statement

Certain Statements in Management Discussion and Analysis describing the Company's objectives, estimates and expectations may be 'forward looking' within the meaning of applicable laws and regulations. Actual results might differ materially from those expressed or implied.

Details of Directors and Key Managerial Personnel (KMP) appointed or resigned during the year

Following were the changes in Directors and Key Managerial Personnel during FY 202122 and till the date of signing of this Board's Report:

a) Shri Manoj Mittal (DIN: 01400076) was appointed as Managing Director & Chief Executive Officer of Your Company w.e.f. June 12, 2021.

b) Consequent to the cessation of Ms. Rupa Deb, Company Secretary from the services of the Company w.e.f. September 07, 2021, Ms. Priyanka Sharma was appointed as Company Secretary w.e.f. September 16, 2021 by the Board of Directors at its Meeting held on September 16, 2021. The Board at its Meeting held on September 16, 2021 also appointed Shri Prasoon, Chief General Manager as Chief Financial Officer (CFO) of the Company vice Ms. Jhummi Mantri w.e.f. September 16, 2021.

c) Shri MML Verma (DIN: 07610648) ceased to be on the Board of the Company w.e.f. March 04, 2022 upon resignation.

d) Shri Kanakasabapathi Kadiresan was appointed as Additional Director on the Board of Your Company w.e.f. March 30, 2022. His appointment was regularized and he was appointed as Director liable to retire by rotation pursuant to shareholders resolution passed through Postal Ballot on June 13, 2022. Thereafter, he ceased to be on the Board of the Company w.e.f. October 2, 2022, upon resignation due to his personal commitments.

e) Prof. Arvind Sahay (DIN: 03218334) will retire by rotation at the conclusion of the forthcoming Annual General Meeting and he, being eligible, has offered himself for reappointment.

f) Shri Sunil Kumar Basal (DIN: 06922373), Deputy Managing Director, ceased to be on the Board of the Company w.e.f. September 13, 2022 upon completion of his tenure.

g) Shri Surendra Behera and Shri Arvind Kumar Jain, were appointed as Additional Directors (NonExecutive) by the Board w.e.f November 09, 2022.

Corporate Governance & Compliances

A detailed report on Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to the Annual Report.

a) The credit ratings assigned to the various financial facilities / instruments of the Company during the Financial Year 202122 are provided in the Corporate Governance Report forming part of this Annual Report.

b) The details of the Meetings of the Board of Directors and the Audit Committee forms part of the Corporate Governance Report appearing separately in the Annual Report. Further, there has been no instance during the FY under report where the Board has not accepted the recommendations of the Audit Committee.

c) The details of Composition forms part of the Corporate Governance Report appearing separately in the Annual Report.

d) Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is required to place various Policies / Documents / Details on the Website of the Company. The Company has a functional website www.ifciltd.com and all the requisite information are being uploaded there at and available at https://www.ifciltd.com/?q = en/content/ disclosureunderregulation46and62sebi%E2%80%93 lodr

e) During the year under report, there were no Independent Directors on the Board of Your Company, as per the requirement of the Companies Act, 2013 & SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

f) As stipulated under the Listing Regulations, Your Company has voluntarily prepared the Business Responsibility and Sustainability Report ('BRSR') and forms part of the Annual Report for the FY 202122.

g) During the Financial Year 202122, neither the Statutory Auditors nor the Secretarial Auditors have reported any fraud in their respective Audit Reports.

h) The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118 (10) of the Companies Act, 2013. Further, during the Financial Year 202122, all returns / data / statements submitted by concerned departments as advised by RBI, SEBI and other Regulatory Authorities have been submitted.

i) In view of delay in receiving of the comments of C&AG on the Supplementary Audit Report for the FY 202122, approval of the Registrar of Companies (ROC) for extension of 3 months, for convening, calling and holding AGM beyond September 30, 2022 was sought. The ROC had granted an extension of 3 months for holding the AGM for FY 202122.

j) Key Initiatives taken for initiatives Investor services continued to be of utmost importance for Your Company. Investors' grievances received in physical or electronic form or through webbased query submission system, were taken up promptly and redressed.

Other Disclosures:

a) Your Company had made an application to the Registrar of Companies Delhi & Haryana to grant extension of time for holding the Annual General Meeting of Your Company for the Financial Year ended March 31, 2022. Accordingly, this Annual General Meeting is being convened within the time period allowed by the ROC.

b) In view of the loss incurred during the financial year 202122, no dividend has been recommended on equity shares. Also, as per the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Dividend Distribution Policy which is available on the website of Your Company at www.ifciltd.com.

c) During the FY 202122, there was no Company which have become or ceased to be Subsidiaries, Joint Venture or Associate Company of IFCI Ltd. The Company as on March 31, 2022 has two 'Material Subsidiaries' viz. Stock Holding Corporation of India Ltd. and IFCI Infrastructure Development Ltd. Policy on Determining Material Subsidiary is available on the website of the Company at www.ifciltd.com. Details on performance and financial position of subsidiaries, associates and joint venture during the FY 202122 can be referred from Form AOC1 forming part of this Annual Report.

d) During the financial year 202122, 6,10,12,812 number of Equity Shares were allotted to the Promoter of the Company i.e. Government of India (GOI) at a price of ' 16.39 (Rupees Sixteen and Thirty Nine Paisa only) [including a premium of ' 6.39 (Rupees Six and Thirty Nine Paisa only)) per Equity Share aggregating upto ' 100,00,00,000 (Rupees One Hundred Crore). Consequent to the allotment of equity shares, the shareholding of GOI increased from extant 61.02% to 64.86% of the Total PaidUp Share Capital of the Company (as on February 25, 2022).

Thereafter, during the financial year 202223, 9,29,36,802 number of Equity Shares were allotted to the Promoter of the Company i.e. Government of India (GOI) at a price of ' 10.76 (Rupees Ten and Seventy Six Paisa only) [including a premium of ' 0.76 (Paisa Seventy Six only)) per Equity Share aggregating upto ' 100,00,00,000 (Rupees One Hundred Crore). Consequent to the allotment of equity shares, the shareholding of GOI increased from extant 64.86% to 66.35% of the Total PaidUp Share Capital of the Company (as on October 27, 2022).

Change in the debt structure of the Company during the FY 202122 is as under:

e) During the Financial Year 202122, Your Company transferred 9,78,386 number of equity shares to IEPF. Further, an amount of ' 2,28,92,262 pertaining to the unclaimed dividend for Financial Year 201314 was also transferred to IEPF. Further, Your Company has also transferred 10,98,778 number of Equity Shares to IEPF and an amount of ' 2,34,40,309 pertaining to the unclaimed interim dividend for Financial Year 201415 to IEPF, as on the date of the Board's Report. Shareholders whose unclaimed dividends/ shares have been transferred to IEPF, may claim the same by making an application to the IEPF Authority, in Form No. IEPF5, available on www.iepf.sov.in.

f) As the Company is primarily engaged in the business of financing Companies in the capacity of being a NonBanking Financial Company, therefore the provisions of Section 186 [except for subsection (1)) of the Companies Act, 2013 are not applicable to the Company.

g) Your Company did not raise any public deposit during the year.

h) During FY 202122, there were no significant or material orders passed by Regulators or Court impacting the going concern status of the Company. Further, there has been no change in the business of the Company during the reporting period. Further, there have been no material changes and commitments which affect the financial position between the end of the financial year and the date of Board's Report.

i) Pursuant to notification dated June 5, 2015 issued by the Ministry of Corporate Affairs, Government Companies are exempted from the disclosure requirements of Section 197 of the Companies Act, 2013. Therefore, such particulars have not been included in the Board's Report. Further, no Director of the Company, including MD&CEO, was paid any commission during the FY 202122 from any of the subsidiaries of Your Company, on whose Boards they were Directors as nominees of Your Company.

j) Pursuant to the provisions of the Companies Act, 2013 (to the extent applicable) and Listing Regulations, the Company has framed Nomination and Remuneration Policy. However, pursuant to the exemption granted to Government Companies vide Notification No. F.No. 1/2/2014CL.V dated June 5, 2015, issued by the Ministry of Corporate Affairs, the Policy has not been made part of Board's Report.

k) Pursuant to the provisions of the Companies Act, 2013, the Annual Return of the Company is available on the website of the Company at www.ifciltd.com.

l) All Related Party Transactions entered during the year under report were in Ordinary Course of the Business and at Arm's Length basis. No Material Related Party Transaction was entered during the year by Your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC 2 is not applicable and hence, does not form part of the Board's Report.

m) The performance evaluation of the Board, its Committees and individual Directors was conducted by the Nomination and Remuneration Committee and the Board. The focus area of improvement mentioned by the Directors included Structure of the Board / Composition of the Committees which are noncompliant as per the statutory requirements. Since there was no Independent Director on the Board of the Company during the financial year 202122, no Meeting of the Independent Directors could be held. Communications requesting appointment of requisite number of Independent Directors have been sent to the Department of Financial Services being the Administrative Ministry InCharge and the appointments are awaited.

n) No application was made, or any proceedings was pending against Your Company under the Insolvency and Bankruptcy code, 2016, during the year under report.

o) Details of the Debenture Trustee(s) for the debt securities issued by Your Company are as under:

Auditors

M/s M K Aggarwal & Co. (DE0500) (Firm Reg. No. 001411N) was appointed by the Comptroller & Auditor General of India (C&AG) as Statutory Auditors of Your Company for Financial Year 202122. C&AG has appointed M/s M K Aggarwal & Co. (DE0500) (Firm Reg. No. 001411N) as Statutory Auditors of Your Company for FY 202223 as well. As per the requirement of Section 148 of the Companies Act, 2013, the requirement of Cost Audit is not applicable to the Company.

Qualifications, Reservation or Adverse Remark or Disclaimer Made By the Statutory Auditors

The Standalone and Consolidated Financial Results of the Company for the Financial Year 202122 were unqualified by the Statutory Auditors of the Company. However, the Statutory Auditors provided for certain 'Emphasis of Matter'. The complete Auditors' Report on the Standalone and Consolidated Financial Statements forms part of the Annual Report.

Qualifications, Reservation or Adverse Remark or Disclaimer Made By the Secretarial Auditor

M/s Agarwal S. & Associates, Company Secretaries was appointed as Secretarial Auditor of the Company for the Financial Year 202122. The observations of the Secretarial Auditor along with Management Reply is as under:

The Secretarial Audit Report of the Company along with the Secretarial Audit Reports of the 'Material Subsidiaries' i.e. M/s IFCI Infrastructure Development Limited and M/s Stock Holding Corporation of India Limited for the Financial Year ended March 31, 2022, are enclosed at Annexure II.

Comments of Comptroller & Auditor General of India

The comments of Comptroller & Auditor General of India (C&AG) along with Consolidated IFCI's Comments on C&AG Supplementary audit observations are at AnnexureIII.

Directors Responsibility Statement

Pursuant to the requirement under Section 134 of the Companies Act 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

(i) In the preparation of the annual accounts, the applicable accounting standards were followed along with proper explanation relating to material departures;

(ii) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) The Directors had prepared the annual accounts on a going concern basis;

(v) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

(vi) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Appreciation

Your Directors wish to express gratitude for the cooperation, guidance and support from the Ministry of Finance, various other Ministries and Departments of the Government of India, The Reserve Bank of India, The Securities and Exchange Board of India, The Stock Exchanges and other regulatory bodies, The Comptroller & Auditor General of India and The State Governments. Your Directors also acknowledge the valuable assistance and continued cooperation received from all banks, financial institutions, overseas correspondent banks, other members of the banking fraternity and investors. Your Directors would also like to express their appreciation for the efforts and dedicated service put in by the employees at all levels of Your Company.