IFCI Ltd

Dematerialisation status

• All dematerialisation requests received during the period were processed.
• Securities dematerialised have been listed on stock exchanges.
• Physical certificates received for dematerialisation were mutilated and cancelled.
• The depository's name has been substituted as registered owner in the records.
• Completed within the prescribed 15-day timeline.

Director cessation

• Director retirement: Prof. Narayanaswamy Balakrishnan ceases as Non-Executive, Non-Independent Director.
• Effective date: Sep 25, 2026; reason: retirement by rotation.

AGM details

• Date and mode: 25 Sep 2026, 11:30 AM through VC/OAVM.
• Meeting duration: 11:30 to 11:46 IST.
• Record date: 18 Sep 2026.

Key resolutions

• Adoption of standalone and consolidated financial statements approved.
• Not to fill vacancy by rotation due to retirement approved.
• Remuneration of statutory auditor approved.
• Appointment of Manikumar Sivaramakrishnan as Deputy Managing Director approved.
• Appointment of Dilip Singh Punia as Independent Director approved (special resolution).

Voting results by resolution

• Resolution 1: 99.8355% assent; 0.1645% dissent.
• Resolution 2: 99.9951% assent; 0.0049% dissent.
• Resolution 3: 99.9881% assent; 0.0119% dissent.
• Resolution 4: 97.9523% assent; 2.0477% dissent.
• Resolution 5: 98.4867% assent; 1.5133% dissent.

Director and management changes

• Manikumar Sivaramakrishnan appointed Deputy Managing Director.
• Dilip Singh Punia appointed Independent Director.
• Vacancy by retirement not filled by rotation.

Auditor matters

• Remuneration of statutory auditor approved.

33rd AGM resolutions (held 25 September 2026)

• The company adopted the Audited Standalone financial statements for year ended March 31, 2026.
• The company adopted the Audited Consolidated financial statements for year ended March 31, 2026.
• The vacancy caused by retirement of Prof. Narayanaswamy Balakrishnan will not be filled by rotation.
• Remuneration of the Statutory Auditor(s) for the year was fixed.
• Manikumar Sivaramakrishnan was appointed Deputy Managing Director.
• Dilip Singh Punia was appointed Independent Director.

Independent Director Appointment

• Addendum introduces Item 5: appointment of Shri Dilip Singh Punia as Independent Director.
• GoI MoF/DFS letter dated Sep 10, 2026 appoints Punia for three years.
• Appointed Additional Director on Sep 15, 2026; effective Sep 11, 2026.
• Term is three years or until further orders; not subject to retirement by rotation.
• Nominated candidature notice received; board recommends Special Resolution.
• No remuneration other than sitting fee, if any.
• Profile highlights 38 years in higher education and public service.
• Does not hold IFCI shares; not related to other KMP.
• Fulfils independence criteria per Companies Act and SEBI Listing Regulations.
• Shareholder approval via Special Resolution will be sought at AGM.

Appointment of Additional Independent Director

• Shri Dilip Singh Punia appointed as Additional Independent Director, effective September 11, 2026, for three years.
• Not remunerated except possible sitting fees; GoI/DFS letter dated September 10, 2026 governs appointment.
• Not related to any existing director; not debarred by SEBI or other authorities.
• Profile: 38 years in higher education; M.Phil., M.Com (ABST), B.Com (Hons) from University of Rajasthan.
• Previous roles include Principal, Government Lohia College, Churu, and District Nodal Officer, College Education Dept.
• Relationship disclosure: not related to any director on board.
• Term: three years, or until further orders, whichever earlier.

Rating action and instruments

• Rating agency: ICRA Limited reaffirmed IFCI Limited's ratings.
• Fund-based/Non-Fund-based bank limits: B+.
• Long-term bonds including subordinated debt: B+.
• Commercial Paper: A4+.
• Rating action remains on Rating Watch with Developing Implications.

Overview

• Standalone BRSR for FY2025-26; disclosures on a standalone basis.
• Financing Activity accounts for 94.03% of turnover.
• Operations include 4 national offices; no international plants; NSE/BSE listed.
• Reasonable assurance provided by Navneet K Arora & Co LLP.

Key ESG Risks & Opportunities

• Material issues: ethics/governance, compliance, data security, transparency, employee welfare, digitization.
• Ethics/governance: aims to boost trust and avoid penalties.
• Compliance: penalties risk mitigated by board oversight and policy updates.
• Data security: cyber risk managed by reinforced IT security policies.
• Transparency: enhanced disclosures improve investor confidence and governance credibility.
• Employee welfare: remuneration, leaves, training support retention and productivity.
• Digitization: efficiency gains and paperless processes; cybersecurity safeguards needed.
• Penalty event: NSE/BSE fined INR 77.52 lakh for independent director shortfall; government appointments sought.

Governance & Policy Highlights

• BRR Committee of Directors oversees BRSR; chaired by MD & CEO.
• Policies: Responsible Business Conduct, Whistle Blower, anti-corruption, procurement, human rights.
• Policies translated into procedures; board approval and periodic reviews.
• Internal policy reviews; no external independent policy assessment reported.
• Core indicators are subject to reasonable assurance by Navneet K Arora & Co LLP.

Social Responsibility & Workforce

• Total workforce 137; 113 permanent, 24 non-permanent.
• Gender: 93 male and 44 female across workforce; board has 0 women; KMP female 1 of 3.
• Turnover: permanent 2.6% overall; differently abled: 1 permanent employee.
• Wellbeing spend 0.418% of revenue; comprehensive health coverage for employees/workers.
• OHS system in place; LTIFR zero; no fatalities; regular safety training.
• Training coverage: 99 of 113 employees on health/safety; 102 on governance/ESG.

Environmental Performance

• Total non-renewable energy 8,951.02 GJ; renewables none.
• Scope 1: 6.51 tCO2e; Scope 2: 1,748.09 tCO2e.
• Emissions intensity: 0.0000001955 GJ/INR; PPP-adjusted 0.0000039755 GJ/INR.
• Water withdrawal 1,528 kl; water consumption 849 kl; water intensity 0.0000000946 kl/INR.
• Waste: E-waste 0.84 t; hazardous 9 t; non-hazardous 8.54 t; total 18.38 t.
• ZLD not applicable; assurance by Navneet K Arora & Co LLP.

Stakeholder Engagement & Complaints

• Stakeholders: communities, investors, shareholders, employees, regulators, customers, value chain partners.
• Engagement channels include portal, emails, notices; external platforms SCORES, CPGRAMS, CMS used for complaints.
• FY2025-26 complaints: investors 187; shareholders 54; employees 4; communities/customers 0.
• Pending resolutions: investors 1; shareholders 1; employees 1; others 0.
• Grievance monitoring: structured monthly/quarterly investor grievance reporting.

Other Notable Metrics

• Related party transactions: purchases 0.26% of total; sales 0.90%; investments 61.33%.
• GeM purchases: 95.65% of total inputs; MSME inputs 89.07%.
• Procurement: 100% Indian; no exports.
• RPT data restated following identification/validation; CSR details disclosed.