Directors Report of ISF Ltd.

Mar 31, 2014

To the Shareholders,

The Directors have pleasure in presenting 26th Annual Report of the Company alongwith Audited Statement of the accounts for the year ended March 31,2014.

FINANCIAL RESULTS

The working results of your company for the year under review may be summarised as under:-

(Rs. In Lacs) Year ended Year Ended 31.03.2014 31.03.2013

Income 88.97 99.21

Profit before depreciation 5.63 4.29

Less- Depreciation 2.82 3.60

Profit before taxation 2.81 0.69

Less: Provision for Taxation Current 1.49 1.75

Deferred Tax 32.41 -1.53

Profit after tax -31.09 0.47

Your Directors have made the following appropriations

To Reserve Fund 0 0.10

Leaving available 0 0.37

DIVIDENDS

Keeping in view that the Company has incurred losses during the year 2013-14, the Board of Directors of your Company do not recommend payment of any dividend for the year. After deducting the losses for the year, from the profits of the previous years, Rs. 203.92 is being carried forward to the Balance Sheet.

REVIEW AND PROSPECTS

During the year under Report, your company could not undertake either allotment of Preference Shares or make a Rights Issue to raise funds to undertake the businesses mentioned in the last year''s Director''s Report and improve the profitability of the Company as envisaged by your Company. Because of non-availability of additional resources no New Business could be started resulting in your Company making a loss for the first time in last over 20 years. However, this year we plan to raise more resources to do Real Estate Business for which we have created five New Wholly Owned Subsidiaries. Your Company hopes to achieve better results in 2014-15.

DEPOSITS

The Deposits of Rs. 267.57 Lacs held are those of Directors and their Relatives and Rs. 55.61 Lacs are Inter Corporate Deposits as on 31.03.2014

DIRECTORS

Lt. Gen. K.C. Taneja PVSM (Retd.), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. Keeping in view his qualifications, experience and expertise his association as Director would be in the best interest of the Company.

CORPORATE GOVERNANCE REPORT

Detailed Corporate Governance Report is attached

APPOINTMENT OF STATUTORY AUDITORS

M/s. Jagdish Sapra & Co., Chartered Accountants, Statutory Auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a letter from the Statutory Auditors to the effect that their re-appointment, if made at the ensuing Annual General Meeting, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956

PARTICULARS OF EMPLOYEES

None of the employees is getting remuneration in excess of Rs.24,00,000/- p.a. if employed through out the yearorRs. 2,00,000 p.m., if employed for part of the year.

The Company has nothing to report in respect of Conservation of Energy and Technology Absorption as provided by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1995, since company is not carrying on any manufacturing activities or using energy in substantial quantity.

The company has not earned any foreign exchange during the year.

DIRECTORS RESPONSIBILITY STATEMENT IN TERMS OF SECTION 217(2AA) OF THE COMPANIES ACT, 1956

The Board of Directors of the Company state:

(i) That in the preparation of the Annual Accounts, the applicable accounting standards had been followed and there were no material departures.

(i i) That we had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for the year ended 31.3.2014.

(iii) That we 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 preventing and detecting fraud and other irregularities.

(iv) That we had prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

The Directors acknowledge the continued support and assistance extended by the Banks, Depositors, Automobile Dealers and Hirers. The Directors also thank the shareholders for their continued confidence in the company.

Your Directors place on record their appreciation for the dedication and hard work put in by the personnel of the company, whose devotion to duty has been commendable.

FOR AND ON BEHALF OF THE BOARD

PLACE: NEW DELHI DATED: 07.08.2014 CHAIRMAN

---

Mar 31, 2011

The Directors have pleasure in presenting 23rd Annual Report of the Company along with Audited Statement of your accounts for the year ended March 31, 2011.

FINANCIAL RESULTS

The working results of your company for the year under review may be summarised as under:- (Rs. In Lacs)

Year ended Year Ended

31.03.2011 31.03.2010

Income 141 172

Profit before depreciation 9 9

Less: Depreciation 7 7

Profit before taxation 2 2

Less: Provision for Taxation Current 1 1

Fringe benefit Tax 0 0

Deferred Tax 1 0

Profit after tax 1 1 Your Directors have made the following appropriations

To Reserve Fund 0 0

Leaving available 1 1

DIVIDENDS

Keeping in view uncertain business prospects, the Board of Directors of your Company do not recommend payment of any dividend for the year. The net profit for the year along with brought forward from the previous years of Rs. 234 lacs, is being carried forward to the Balance Sheet.

REVIEW AND PROSPECTS

During the year under Report, there was slight fall in business resulting in lower Profitability.

The Recovery of loans given for Commercial Vehicles has become increasingly difficult on account of very stringent conditions imposed by the Courts and Reserve Bank of India on the use of Recovery Agencies. NO alternative method has been provided to NBFC's, as in the case of Banks who have been given protection under Securitization Act, 2002. Therefore, your Company has discontinued financing of commercial vehicles. Your Company is in the process of approaching Banks for Credit Facilities to lend

against gold. With our excellent track record with the Banks, we are hopeful of getting reasonable credit facilities from Banks to undertake lending against gold and gold ornaments.

DEPOSITS

The deposits of Rs. 158 Lacs held as on 31.03.2011 are those of Directors and their relatives only.

DIRECTORS

Lt. Gen. K. C. Taneja PVSM (Retd.), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. Lt. Gen. Taneja retired from the Army after 40 years of meritorious service and is a highly decorated soldier. His association as Director of the Company would be in the best interest of the Company.

Mr. Amarjit Singh, was appointed as Additional Director of the Company on 08.08.2011, and whose term is up to the date of the ensuing AGM only. He has offered to be reappointed as Director of the Company at the ensuing AGM. Mr. Singh, who is 70 years old, has 45 years of experience in the Financial sector. His association as Director of the Company would be in the best interest of the Company

CORPORATE GOVERNANCE REPORT

Detailed Corporate Governance Report is attached

AUDITORS & AUDITOR'S REPORT

M/s. Jagdish Sapra & Co., Chartered Accountants, Statutory Auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a letter from the statutory Auditors to the effect that their re-appointment, if made at the ensuing Annual General Meeting, would be within the limits prescribed under Sector 224(1B) of the Companies Act, 1956

PARTICULARS OF EMPLOYEES

None of the employees is getting remuneration in excess of Rs.24,00,000/- p.a. if employed through out the year or Rs. 2,00,000 p.m., if employed for part of the year.

The Company has nothing to report in respect of Conservation of Energy and Technology Absorption as provided by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1995. Since company is not carrying on any manufacturing activities or having use of energy in substantial quantity.

The company has not earned any foreign exchange during the year

DIRECTORS RESPONSIBILITY STATEMENT IN TERMS OF SECTION 217(2AA) OF THE COMPANIES ACT, 1956

The Board of Directors of the Company state:

(i) That in the preparation of the annual accounts, the applicable accounting standards had been followed and there were no material departures.

(ii) That we had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for the year ended 31.3.2011.

(iii) That we 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 preventing and detecting fraud and other irregularities.

(iv) That we had prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

The Directors acknowledge the continued support and assistance extended by the Banks, Depositors, Automobile Dealers, Hirers and Lessees. The Directors also thank the shareholders for their continued confidence in the company.

Your Directors place on record their appreciation for the dedication and hard work put in by the personnel of the company, whose devotion to duty has been commendable.

FOR AND ON BEHALF OF THE BOARD

PLACE: NEW DELHI

DATED : 08.08.2011 CHAIRMAN

---

Mar 31, 2010

The Directors have pleasure in presenting 22nd Annual Report of the Company alongwith Audited Statement of your accounts for the year ended March 31, 2010.

FINANCIAL RESULTS

The working results of your company for the year under review may be summarised as under- (Rs. In Lacs)

Year ended Year Ended

31.03.2010 31.03.2009

Income 172 192

Profit before depreciation 9 21

Less: Depreciation 7 11

Profit before taxation 2 10

Less: Provision for Taxation Current 1 4

Fringe benefit Tax 0 2

Deferred Tax 0 4

Profit after tax 1 0

Your Directors have made the following appropriations

To Reserve Fund 0 0

Leaving available 1 0

DIVIDENDS

Keeping in view uncertain business prospects, the Board of Directors of your Company do not recommend payment of any dividend for the year. The net profit for the year along with brought forward from the previous years of Rs. 234 lacs, is being carried forward to the Balance Sheet.

REVIEW AND PROSPECTS

During the year under Report, there was slight fall in business resulting in lower Profitability.

The Recovery of loans given for Commercial Vehicles has become increasingly difficult on account of very stringent conditions imposed by the Courts and Reserve Bank of India on the use of Recovery Agencies. NO alternative method has been provided to NBFCs, as in the case of Banks who have been given protection under Securitisation Act, 2002. Therefore, your Company is looking to diversify its business into other areas, such as Hospitality Industry, Infrastructure and Real Estate and Manufacturing. For this purpose the main object clause has been changed to include infrastructure, Hospitality and real Estate

and manufacturing. In order to meet the funds requirement for execution of the aforesaid diversification and expansion plan of the Company, your company is proposing to raise more resources through "Rights Issue." The object clause has been changed and in keeping with the changes of the object clause the name of the company has been changed to ISF Ltd. Your Company will be seeking permission of SEBl.to make the "Rights Issue" in the coming year.

DEPOSITS

Your Company decided to repay all the Public Deposits during the year 2009-2010 and took permission of Reserve Bank of India to surrender the License to Accept Public Deposits. All Public Deposits were paid back with Interest by 31.03.2010. The deposits of Rs. 206 Lacs now held as on 31.03.2010 are those of Directors and their relatives.

DIRECTORS

During the year under report, Mr. Amarjit Singh & Mr Vineet Wadhwa, have resigned from the Directorship of Company w.e.f. 17.03.2010 & 11.11.2009 respectively. The Board of Directors have placed on record their contribution towards the progress of the company.

MR. Harish Chandra Gandhi Director of the Company who retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. Harish Chandra Gandhi is 77 years and he is a Mechanical Engineer. He has an overall experience of about 38 years. In 1993 he retired as Chairman of Public Enterprises Selection Board. Prior to this he was the Secretary and Director General Technical Development, Government of India. He has also served as Chairman and Managing Director of BYS Limited, a holding company of Six public sector engineering companies. He advises us on strategies of managing business operations.

Mr Ved Ahuja and Mr Udayjit Singh appointed as Additional Directors of the Company on 11.11.2009 & 17.03.2010 respectively and whose term is up-to the date of ensuing AGM only, have offered themselves to be re-appointed as Directors of the Company at ensuing AGM. Mr Udayjit Singh is MBA from The Wharton Management School, University of Pennsylvania, USA. He is young and dynamic. He has 10 years of experience in Finance & Management. His association as director of the company would be in the best interest of the company. Mr Ved Ahuja is a popular Public figure in Jaipur and a leading businessman. Therefore, the Board of Directors hereby recommend the re-appointment of Mr Udayjit Singh and Mr Ved Ahuja as Directors.

CORPORATE GOVERNANCE REPORT

Detailed Corporate Governance Report is attached

AUDITORS & AUDITORS REPORT

M/s. Jagdish Sapra & Co., Chartered Accountants, Statutory Auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a letter from the statutory Auditors to the effect that their re-appointment, if made at the ensuing Annual General Meeting, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956

PARTICULARS OF EMPLOYEES

None of the employees is getting remuneration in excess of Rs.24,00,000/- p.a. if employed through out- the year or Rs. 2,00,000 p.m., if employed for part of the year.

The Company has nothing to report in respect of Conservation of Energy and Technology Absorption as provided by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1995. Since company is not carrying on any manufacturing activities or having use of energy in substantial quantity.

The company has not earned any foreign exchange during the year.

DIRECTORS RESPONSIBILITY STATEMENT IN TERMS OF SECTION 217(2AA) OF THE COMPANIES ACT, 1956

The Board of Directors of the Company state:

(i) That in the preparation of the annual accounts, the applicable accounting standards had been followed and there were no material departures.

(ii) That we had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for the year ended 31.3.2010.

(iii) That we 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 preventing and detecting fraud and other irregularities.

(iv) That we had prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

The Directors acknowledge the continued support and assistance extended by the Banks, Depositors, Automobile Dealers, Hirers and Lessees. The Directors also thank the shareholders for their continued confidence in the company.

Your Directors place on record their appreciation for the dedication and hard work put in by the personnel of the company, whose devotion to duty has been commendable.

FOR AND ON BEHALF OF THE BOARD

PLACE: NEW DELHI

DATED: 15.07.2010 CHAIRMAN