Incred Holdings Unlisted Shares

InCred Holdings Limited operates as a financial enterprise registered in India, serving as the holding and strategic entity for a Group primarily engaged in diversified lending and financial services.

1. Business Description: Investment and Diversified Lending

InCred Holdings Limited (the Parent Company) and its subsidiaries operate an integrated business model centered on capital market services and robust lending activities.

A. Core Business of the Parent Company

The Company itself is registered with the Securities and Exchange Board of India (SEBI) as a Merchant Banker (Category I) under the SEBI (Merchant Bankers) Regulations, 1992. The Parent Company is engaged in providing investment advisory, investment management, and finance arrangement services.

Furthermore, the Company acts as an Investment Manager and Sponsor to the KKR India Debt Opportunities Fund II (KIDOF II), which is a Category II Alternative Investment Fund (AIF) registered with SEBI.

B. Core Business of the Group

The consolidated business of the Group revolves around financing. The Group manages a diversified lending portfolio across retail, SME, and commercial customers, maintaining a significant presence in both urban and rural India. The nature of the Company’s business remained unchanged during the year under review.

2. Group Structure and Subsidiaries

The consolidated financial statements reflect the cumulative performance of InCred Holdings Limited and its subsidiaries. The Group structure is defined by its direct NBFC subsidiary and two key step-down operational entities:

Note: M/s. InCred Prime Finance Private Limited (formerly known as InCred Prime Finance Limited) ceased to be a subsidiary effective September 2, 2024. The Company has no Associate Companies as of March 31, 2025.

3. Revenue Sources and Financial Performance (Consolidated FY 2024-25)

The Group achieved strong consolidated growth, increasing its total revenue from operations by approximately 47% year-on-year.

A. Financial Highlights (Consolidated, ₹ in Crore)

B. Primary Revenue Streams (Consolidated, ₹ in Crore)

The Group's operational revenue is dominated by interest earned from its large lending portfolio:

1. Interest Income: ₹ 1,692.49 Crore. This is predominantly interest on loans.

2. Fees and Commission Income: ₹ 137.38 Crore, primarily from service and administration charges.

3. Net Gain on Fair Value Changes: ₹ 24.54 Crore

4. Net Gain on Derecognition of Financial Instruments: ₹ 18.72 Crore

4. Recent Developments and Strategic Highlights

The fiscal year 2024-25 included significant developments in corporate structure, governance, and capital management:

• Composite Scheme of Arrangement: A Composite Scheme of Arrangement, including the Company and M/s. B Singh Tech Services Private Limited, was approved by the National Company Law Tribunal (NCLT) on April 29, 2025 (post-reporting date). The Scheme was made effective on May 13, 2025. The Company also underwent a prior scheme, which was the basis for recognizing goodwill on the consolidated balance sheet.

• Goodwill and Legal Proceedings: The Group continues to carry goodwill of ₹ 66.46 Crore. Specifically, goodwill of ₹ 61.26 Crore is related to the parent entity. This valuation is being maintained, despite legal proceedings by a Regulatory Authority resulting in the attachment of the underlying security, as management is contesting the proceedings based on external legal counsel's opinion.

• Key Management Changes: There was a change in the Chief Financial Officer (CFO) and Whole Time Director roles:

 ◦ Mr. Vivek Bansal resigned as Whole Time Director and CFO effective October 3, 2024.

◦ Mr. Gaurav Maheshwari was appointed as CFO effective December 16, 2024, and subsequently as Whole Time Director effective March 25, 2025.

• Employee Stock Options (ESOPs): During the year, 56,99,869 ESOPs were exercised by employees of the Company and its subsidiaries, resulting in the allotment of equivalent shares. The money realized from the exercise of options totaled ₹ 23.48 Crore (₹ 23,47,80,636).

• Dividend: The Board of Directors has not proposed any dividend for the year ended March 31, 2025.