creditaccess grameen ltd Directors report

BOARDS REPORT

To

The Members

CreditAccess Grameen Limited

The Directors have pleasure in presentingthe 32^nd Boards Report of CreditAccess Grameen Limited ("Company"/ "CA Grameen") together with the Audited Financial Statements, both on a Consolidated and Standalone basis, forthe Financial Year ended March 31, 2023. Unless otherwise specifically mentioned, all the numbers provided herein are standalone figures.

1. PRESENTATION OF FINANCIAL STATEMENTS

The financial statements of the Company forthe year ended March 31, 2023 have been prepared in accordance with Indian Accounting Standards ("Ind AS") prescribed under section 133 of the Companies Act, 2013 (the "Act"), read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Schedule III to the Act, as amended from time to time and applicable guidelines issued by SEBI.

The audited consolidated financial statements have been prepared in compliance with the Act, Ind AS 110 Consolidated financial statements and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (theListing Regulations).

Financial Results ( Rs. in Million)

	Consolidated		Standalone
Particulars	FY2023	FY2022	FY2023	FY2022
Total income	35,507.90	27,501.27	35,507.55	27,500.56
Finance cost	12,128.84	9,841.40	12,128.84	9,841.40
Net income	23,379.06	17,659.87	23,378.71	17,659.16
Total operating expenses	8,314.62	6884.56	8314.62	6,883.79
Pre-provisioning operating profit	15,064.44	10,775.31	15,064.09	10,775.37
Impairment on financial instruments	4,010.21	5,967.42	4,010.21	5,967.42
Profit before tax	11,054.23	4,807.89	11,053.88	4,807.95
Profit after tax	8,260.60	3,530.75	8,260.26	3,530.80
Other comprehensive income	84.11	-853.60	84.11	-853.60
Total comprehensive income	8,344.71	2,677.15	8,344.37	2,677.20
Basic Earnings Per Share (EPS) (in rupees)	52.04	22.29	52.04	22.29
Diluted Earnings Per Share (DPS) (in rupees)	51.82	22.20	51.81	22.20

Note: Due to rounding off, numbers presented above may not add up precisely to the totals provided.

SUBSIDIARYS FINANCIALS:

Credit Access India Foundation ("CAIF") was incorporated on May 29, 2021, as a wholly owned subsidiary of the Company. CAIF is a Not-For-Profit Company registered under Section 8 of the Act, incorporated to carry out CSR activities on behalf of the Company. As required under Section 129 of the Act read with Rule 5 of Companies (Accounts) Rules, 2014, a statement containing salient features of financial statements of CAIF is attached to this report as Annexure I.

The Company does not have any Associate or Joint Venture Company.

2. KEY MILESTONES

A. Maiden Public Issue of Non-Convertible Debentures (NCDs) of Rs. 5,000 Million

During the year under review, the Company successfully raised, by way of Public Issue, Rs. 5,000 Million of Secured NCDs having a face value of Rs.1,000 each, which were allotted on November 23, 2022. These NCDs are listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).

The NCD Tranche I Issue had a base issue size of Rs.2,500 Million with an option to retain over subscription up to Rs.2,500 Million aggregating up to Rs.5,000 Million, which was within the shelf limit of Rs.15,000 Million. The Tranche I Issue received a subscription of Rs.7,580 Million, i. e. 3.03x of the base Issue size.

The proceeds of the Issue have been fully utilized for the purpose for which it was raised.

B. Amalgamation of Madura Micro Finance Limited with the Company

During the year under review, a Scheme of Amalgamation ("the Scheme") between Madura Micro Finance Limited ("MMFL") erstwhile Material Subsidiary, CreditAccess Grameen Limited ("CA Grameen") and their respective shareholders & creditors, inter-alia, for amalgamation of MMFL with CA Grameen was approved by the shareholders of both the Companies at their respective meetings held pursuant to the Orders passed by Honble National Company Law Tribunal ("NCLT"), Chennai Bench and Bengaluru Bench. Final Order approving the Scheme was passed by Honble NCLT, Chennai Bench and Bengaluru Bench on October 12, 2022 and February 7, 2023 respectively. The said Scheme came into effect from February 15, 2023 ("Effective Date"). By virtue of the same, all the undertakings of MMFL have been transferred and vested in the Company on a going concern basis without any further act, instrument or deed.

3. DIVIDEND

The Board of Directors aims to grow the business lines of the Company and enhance the rate of return on investments of the shareholders. With a view to finance the long-term growth plans of the Company, which requires substantial resources, the Board of Directors do not recommend any dividend for the year under review.

In line with Regulation 43Aof the Listing Regulations, the Company has formulated a Dividend Distribution Policy which sets out the parameters in determining the payment / distribution of dividend. The said Policy is available on the Companys website at https://www.creditaccessgrameen.in/wp-content/uploads/2022/05/CreditAccess- Gtameen Dividend-DistributiQn-PQlicy.pdf.

4. AMOUNT PROPOSED TO BE CARRIED FORWARD TO RESERVES

The Company has transferred Rs.8,256.14 Million to reserves out of the net profit for FY23 and ^18,551.25 Million is the accumulated balance in Retained Earnings Account (Profit and Loss account and comprehensive income) as at March 31, 2023.

5. SHARE CAPITAL

During the year under review, the Company had allotted 3,64,746 shares to the employees who exercised their stock options granted under CAGL Employees Stock Option Plan- 2011. In addition, the Company has allotted 26,75,351 equity shares (which were pending for listing as on March 31, 2023) to 42 eligible equity shareholders of MMFL, erstwhile Subsidiary, in accordance with the agreed Share Exchange Ratio under the Scheme of Amalgamation.

The paid-up Equity Share Capital of the Company as at March 31, 2023 stood at ^1,589 Million. Except as mentioned below, none of the Directors of the Company held any instruments convertible into equity shares of the Company:

As on March 31, 2023, 4,39,900 stock Options were held by Mr. Udaya Kumar Hebbar, MD & CEO, which are convertible into equity shares upon exercise of the same.

6. DIRECTORS

As on the date of this report, the Board of Directors comprised of Eight (8) Directors, out of which four are Independent Directors, including two Women Independent Directors.

The composition of the Board is in line with the requirements of the Act, and the Listing Regulations and the applicable RBI Regulations. The Directors possess vast knowledge .necessary experience, skills and ability in various functional areas relevantto the Companys business, which has aided / continues to aid in strengthening the policy decisions of the Company.

The details of the Board, its Committees, areas of expertise of Directors and other details are available in the Report on Corporate Governance, which forms part of this Integrated Annual Report.

The terms and conditions of appointment of Independent directors are available on the website of the Company at https://www.creditaccessgrameen.in/wp-content/uploads/2022/07/CreditAccess-Granneen Terms-of-Appointment-of-Independent-Directors Policy.pdL

i. Changes in Directors and Key Managerial Personnel (KMP) during FY23

The following were the changes in the Board of Directors during the year under review:

Name	Date of Appointment/ Resignation/ Re-designation	Nature of change
Mr. Paolo Brichetti	October 21,2022	Appointed as Vice-Chairman & Non-Executive Director of the Company
Ms. Rekha Warriar	October 21,2022	Appointed as an Independent Director for a term of five years
Ms. Sucharita Mukherjee	September 10, 2022	Retired as an Independent Director of the Company after completing first term of 5 years

In the opinion of the Board, Ms. Rekha Warriar, who was appointed as an Independent Director during the year under review, possesses requisite integrity, expertise, experience and proficiency which are relevant to the Company.

As on the date of this report, Mr. Udaya Kumar Hebbar, Managing Director & CEO, Mr. Ganesh Narayanan, Deputy CEO & Chief Business Officer, Mr. S. Balakrishna Kamath, Chief Financial Officer and Mr. M.J. Mahadev Prakash, Company Secretary & Chief Compliance Officer, are the KMPs of the Company.

ii. Directors retiring by Rotation

Mr. Massimo Vita, Nominee Director shall retire by rotation and being eligible, offers himself for reappointment as per the provisions of the Act, at the ensuing Annual General Meeting of the Company.

iii. Declaration from Independent Director(s)

The Board has received declarations from the Independent Directors as required under Section 149(7) of the Act and Regulation 16(1 )(b) of Listing Regulations and the Board is satisfied that the Independent Directors meet the criteria of independence as mentioned therein.

iv. Policy on Board Diversity

The Company recognizes and embraces the importance of diverse Board in its success and has put in place a Policy on Board diversity. The said Policy as approved by the Board is available on the Companys website https://www.creditaccessgrameen.in/wp-content/uploads/7077/06/CreditAccess-Grameen_Board-Diversiry- Policy.pdf. The highlights of the said Policy are given below:

1. Diversity is ensured considering various factors, including but not limited to skills, industry experience, background and other qualities.

2. The Company considers factors based on its own business model and specific needs from time to time.

3. The Nomination & Remuneration Committee leads the process of identifying and nominating candidates for appointment as Directors on the Board.

4. The benefits of diversity continues to aid in succession planning and serves as the key in identification and nomination of Directors on the Board.

5. Board appointments are based on merit and candidates are evaluated against objective criteria, having due regard to the benefits of diversity on the Board, including that of gender.

Additional details on Board diversity are available in the Report on Corporate Governance, which forms part of this Integrated Annual Report.

v. Compensation Policy for Directors, KMPs and Senior Management

Pursuant to the provisions of Section 178 of the Act, Regulation 19 of the Listing Regulations and applicable RBI guidelines, a Compensation Policy has been formulated inter-alia, establishing criteria for determining qualifications, positive attributes, independence of Directors and other matters as provided under the said Section.

The Policy lays down principles for fixing the remuneration/compensation to attract and retain the best suitable talent on the Board and Senior Management of the Company as per the criteria formulated by the Nomination and Remuneration Committee of the Board. This Policy seeks to document the practices and procedures to be followed by the Company in adopting the remuneration payable to its Directors, Key Managerial Personnel (KMPs) and Senior Management. Further, any changes made to the Board of Directors, KMPs and Senior Management are covered under this policy.

Further, the sitting fees payable to NEDs and commission payable to IDs are in accordance with the said policy, which is available on the Companys website at https://www.creditaccessgrameen.in/wp-content/ uploads/ Rs.073/07/CreditAccess-Grameen_ Policy-on-Remuneration-to-Directors-KMP-Senior-Management.pdf

vi. Evaluation of Board, its Committees and Individual directors

The Nomination and Remuneration Committee had engaged Beyond Compliance Corporate Services Private Limited, represented by Mr. Rajiv Balakrishnan to conduct Board Evaluation for FY23. The evaluation of Directors, Committees, Chairman of the Board, and the Board as a whole, was conducted based on the criteria and framework adopted by the Board in this regard.

A brief on the annual Board evaluation process undertaken in compliance with the provisions of the Act and Listing Regulations, is given in the Report on Corporate Governance, forming part of this Integrated Annual Report.

vii. Meetings of the Board

During FY23, the Board of Directors of the Company met 8 (Eight) times. The details of the meetings are given in the Report on Corporate Governance. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Act.

viii. Committees of the Board

The details of the Committees of the Board such as Audit Committee, Corporate Social Responsibility and Environmental, Social & Governance (CSR & ESG) Committee, Risk Management Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Asset-Liability Management Committee, IT Strategy Committee and Executive, Borrowings and Investment Committee along with Directors attendance details, composition, terms of reference and such other relevant details for the year under review are elaborated in the Report on Corporate Governance.

7. AUDITORS AND AUDITORSREPORT

a. Joint Statutory Auditors

Pursuant to the Guidelines for Appointment of Statutory Auditors dated April 27, 2021, issued by the Reserve Bank of India (RBI Guidelines), M/s Deloitte Haskins & Sells ("Deloitte"), one of the Joint Statutory Auditors, would be completing their tenure of three years by the conclusion of ensuing Annual General Meeting ("AGM"). In view of the same, the Board of Directors at its meeting held on February 07, 2023 had, in accordance with the RBI Guidelines and provisions of Section 139 read with Section 141 of the Act and such other applicable provisions, if any, appointed M/s. Varma & Varma, Chartered Accountants, (Firm Reg. No. 004532S) as one of the Joint Statutory Auditors of the Company for a period of three years, from the conclusion of ensuing AGM, subject to the approval of shareholders.

Accordingly, M/s. PKF Sridhar & Santhanam LLP, Chartered Accountants (Firm Reg. No. 003990S /S200018) and M/s Varma & Varma will be the Joint Statutory Auditors of the Company for FY 2023-24.

Further, there are no qualifications, reservations, adverse remarks or disclaimers made by the Joint Statutory Auditors in their report on Annual Financial Statements for FY23.

b. Secretarial Auditors

Secretarial Audit Report issued by M/s M. Damodaran & Associates LLP, Practising Company Secretaries for FY23 in the prescribed Form MR-3 is annexed to this Report as Annexure II. Except the below remarks, there are no qualifications, reservations, adverse remarks or disclaimers made by the Secretarial Auditors in their Report:

a. The Company has not intimated to BSE Limited about the details of Interest/principal obligations payable during the quarter from 01.07.2022 to 30.09.2022 and 01.01.2023 to 31.03.2023 with respect to one of the listed NCDs (ISININE741K07298) as required u/r. 57(4) of Listing Regulations.

b. The Audit Committee was not constituted with at least two-thirds of the independent directors during the period from 21.10.2022 to 12.01.2023 as required u/r. 18(1) (b) of Listing Regulations.

Boards comments:

With respect to (a), the Company had diligently made payment of Principle/lnterest obligations to the Listed NCDs holders for the relevant period. However, the Company had inadvertently not included the ISIN details of the security while intimating the exchanges about the same. The Company has accordingly paid the relevant penalty amount prescribed by the exchanges for the said non-compliance.

With respect to (b), there was a delay in re-constitution of Audit Committee with requisite number of Independent Directors due to interpretational issues. However, after due clarification on the same by the exchanges, the Audit Committee was re-constituted in accordance with the requirement of the law. The Company has also paid necessary penal amount to the exchanges for the said period of delay.

c. Cost Auditors

The provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 relating to Cost Audit and maintaining cost audit records is not applicable to the Company.

8. DETAILS IN RESPECT OF FRAUDS, IF ANY, REPORTED BY AUDITORS:

Pursuant to Section 143(12) of the Act, the Joint Statutory Auditors and the Secretarial Auditors of the Company have not reported any instances of material frauds committed in the Company by its officers or employees, except few instances of cash embezzlement as reported under Note No. 43(u) of Annual Financial Statements.

9. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, there was no change in the nature of business of the Company.

10. CREDIT RATING

During FY23, the company improved its credit rating from A+ Stable outlook to AA- Stable Outlook by both India Ratings as well as ICRA, owing to high capital adequacy, strong promoter support, tightened credit acceptance criteria, and robust asset liability management. It reaffirms the high reputation and trust the Company has earned for its sound financial management and its ability to meet all its financial obligations. The rating upgrade also factors in the companys industry-leading franchise in the non-banking financial companies-micro finance institutions (NBFC-MFI) segment, the experienced management, and healthy operating performance.

The credit ratings for various instruments of the Company as at March 31 2023 are given below:

Credit Rating Agency	Type of Instrument	Rating as on March 31, 2023	Rating as on March 31, 2022
ICRA	Long-term debt	[ICRAJAA-(Stable)	[ICRA]A+(Stable)
ICRA	Non-convertible debentures	[ICRAJAA-(Stable)	[ICRA]A+(Stable)
ICRA	Commercial paper	[ICRAJA1 +	[ICRAJA1 +
ICRA	Subordinate-Debt	[ICRAJAA-(Stable)	NA
ICRA	PP-MLD	PP-MLD [ICRA]AA+(CE)(Stable)	PP-MLD [ICRA]AA+(CE) (Stable)
India Ratings & Research	Long-term debt	Ind AA- Stable	Ind A+ Stable
India Ratings & Research	Non-convertible debentures	Ind AA- Stable	Ind A+ Stable
India Ratings & Research	PP-MLD	IND PP-MLD AA-Stable	NA
CRISIL Ratings	Long-term debt	CRISIL A+ Positive	CRISIL A+ Stable
CRISIL Ratings	Non-convertible debentures	CRISIL A+ Positive	CRISIL A+Stable

Further, the Comprehensive Microfinance Grading by CRISIL for the Company as on March 31, 2023 is M1C1. CRISILs Comprehensive Microfinance Capacity signifies highest capacity of the MFI to manage its operations in a sustainable manner and Excellent performance on Code of Conduct dimensions. The grading is assigned on an eight-point scale with respect to Microfinance Capacity Assessment Grading, with MT being the highest grading, and M8, the lowest and on a five-point scale with respect to Code of Conduct Assessment, with CT being excellent performance, and C5, the weakest.

11. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, there is no significant or material orders passed by any Regulator, Court or Tribunal which may impact the going concern status or the Companys operations in future.

12. INTERNAL AUDIT

The internal audit function provides an independent view to the Board of Directors, the Audit Committee and the Senior Management on the quality and efficacy of the internal controls, governance systems and processes. In line with applicable RBI guidelines on Risk Based Internal Audit, the Company has adopted a Risk Based Internal Audit Policy.

At the beginning of each financial year, an audit plan is rolled out after approval of the Audit Committee. The audit plan is aimed at evaluation of the efficacy and adequacy of internal control systems and compliance thereof, robustness of internal processes, policies and accounting procedures, compliance with laws and regulations. Based on the reports of internal audit function process owners undertake corrective action in their respective areas. Significant audit observations and corrective actions, if any, are presented to the Audit Committee of the Board on a quarterly basis. Pursuant to Risk Based Internal Audit Framework, internal audit is aligned in such a manner that assurance is provided to the Audit Committee and Board of Directors on quality and effectiveness of the internal controls, and governance related systems and processes.

13. INTERNAL FINANCIAL CONTROLS

The Company has put in place an effective internal financial controls in compliance with the extant regulatory guidelines and compliance parameters. The Audit Committee periodically reviews to ensure that the internal financial controls of the Company are adequate and is commensurate with its size, scale and complexity of operations. The Company has put in place robust policies and procedures which, inter-alia, helps in ensuring integrity in conduct of business, timely preparation of financial information, accuracy and completeness in maintaining accounting records and prevention and detection of frauds & errors.

14. RISK MANAGEMENT POLICY

The Board of Directors has adopted a Risk Management Policy which provides for identification, assessment and control of risks which in the opinion of the Board may threaten the existence of the Company. The Management identifies and controls risks through a properly defined framework in terms of the aforesaid policy. The details of risk management framework put in place by the Company along with a brief on risk function, processes followed, monitoring & reporting framework forms part of Management Discussion and Analysis.

15. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 read with Schedule VII to the Act, the Company has constituted a CSR Committee which reviews and recommends inter-alia (a) the policy on Corporate Social Responsibility (CSR) including changes thereto, (b) Annual CSR Activity Plan including CSR Budget and (c) CSR Projects or Programs for implementation by the Company as per its CSR Policy. In accordance with the applicable provisions of Section 135 of the Act and the CSR policy of the Company, the Company contributes 2% of average net profits made during the preceding three financial years to CreditAccess India Foundation ("CAIF"), Implementing Agency for undertaking CSR activities on behalf of the Company. The CSR policy of the Company is available on the website of the Company - https://www.creditaccessgrameen.in/wp-content/uploads/2022/06/CredirAccess-Grameen CQrpQrate-Social-Responsihility-Poiicy.pdf

A report on CSR activities of the Company pursuant to Section 134(3)(o) is enclosed herewith as Annexure III.

16. WHISTLE BLOWER POLICY OR VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has established a whistle blower mechanism under which the Directors and employees may report any unethical behavior, actual or suspected fraud, violation of the Code of Conduct including that of Insider Trading or personnel policies, any other illegal activity occurring in the organization. In exceptional cases, directors or employees can raise their concerns directly to the Chairman of the Audit Committee. During the year under review, the Company had received seven complaints through this mechanism. However, based on verification it was found that the complaints were in the nature of staff grievances and resolved accordingly. The Whistle-Blower Policy (Vigil Mechanism) of the Company is available on the website at https://www. creditaccessgrameen.in/wp-content/uploads/2022/06/Cr.edit-Access,.Grameen Whistle-Blower-Policy.pdf

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company, being a non-banking financial company registered with the RBI and engaged in the business of providing loans, is exempt from complying with the provisions of section 186 of the Act, in respect of loans and guarantees.

18. RELATED PARTY TRANSACTIONS

All the Related Party Transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business.

Details of Related Party Transactions as required under Indian Accounting Standard (Ind AS-24) are reported in Note 37 forming part of Financial Statements. As required under the applicable provisions of the Act, details of related party transactions in the Form AOC-2 is given in Annexure IV.

There were no materially significant related party transactions having potential conflicts with the interests of Company at large, during FY23.

The Policy for determining Material Subsidiaries and Related Party Transaction Policy are available on the website of the Company at httpsV/www.creditarressgrameen in/wp-content/uploads/2022/0S/CredirAccess- Grameen Policy-for-determining-Material-Subsidiary-v.1.pdf and https://www.creditaccessgrameen.in/wp- content/uploads/2Q2.2/Q7/CreditAccess-Grameen Related-Party-Transaction-Policy v4.pdf.

19. HUMAN RESOURCE MANAGEMENT & EMPLOYEE RELATIONS

The significance of human capital in any organization cannot be overstated, particularly in a financial services organization such as ours where a significant proportion of the workforce are at the frontline dealing with the customers. The successful delivery of our services is dependent on striking a delicate balance between providing excellent customer service and meeting performance targets. Our Company is committed to fostering a work environment that encourages a positive attitude and superior performance among our employees.

Policies relating to Human Resources are employee friendly and support an environment of accomplishment and satisfaction. The Company aims to provide the best of training inputs and seamless growth opportunities ensuring that the culture of the organization is translated into business performance.

The Company also facilitates performance-linked incentives that will help the motivational levels of the workforce thereby sustaining growth and achieving targets.

20. PARTICULARS OF EMPLOYEES

As on March 31, 2023, the Company had 16,759 employees.

The details required under the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing inter-alia, the ratio of remuneration of each Director and Key Managerial Personnel to the median employees remuneration are attached as Annexure V(i).

The details of employee remuneration as presribed under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in the Annexure V(ii).

21. MATERIAL CHANGES AND COMMITMENTS AFTER THE DATE OF BALANCE SHEET

There are no material changes and commitments between the end of FY23 and the date of this report, affecting the financial position of the Company.

22. REPORT ON CORPORATE GOVERNANCE

Pursuant to the Listing Regulations, a separate section titled Report on Corporate Governance has been included to this Integrated Annual Report. All Board members and Senior Management personnel have affirmed compliance with the code of conduct for FY23. A declaration to this effect signed by the Managing Director & CEO of the Company is included as a part of the Report on Corporate Governance.

The Managing Director and the Chief Financial Officer have certified to the Board on the accuracy of financial statements and other matters as specified in the Listing Regulations , which forms part of Report on Corporate Governance.

A certificate from Secretarial Auditors of the Company on compliance with conditions of corporate governance forms a part of the Report on Corporate Governance.

23. MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with the Listing Regulations, the Management Discussion and Analysis Report highlighting the details of each business vertical, which forms a part of this Integrated Annual Report.

24. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)

In accordance with the Listing Regulations, a Business Responsibility and Sustainability Report ("BRSR") has been prepared, which provides an overview of the Companys material ESG risks and opportunities, goals and targets related to sustainability and performance against them. BRSR for the year under review has been annexed as Annexure VI to this Report.

25. DISCLOSURES UNDER THE POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 ("POSH Act")

The Company has 2077 women employees in various cadres as on March 31, 2023. The Company has in place a Policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace ("POSH policy") and an Internal Committee in line with the requirements of the POSH Act and the Rules made thereunder for reporting and conducting inquiry into the complaints made by the victim on the sexual harassments at the workplace. The functioning of the Committee is in line with the provisions of the Act.

During the year under review, the Company has not received any complaint under POSH policy.

26. FAIR PRACTICES CODE

The Company has in place a Fair Practices Code ("FPC") as approved by the Board, in compliance with the guidelines issued by RBI, to ensure better service and provide necessary information to customers enabling them to take informed decisions. The FPC is available on the website of the Company at httpsV/www.creditaccessgrameen. in/wp-content/uploads/ Rs.0 Rs. Rs./11/CreditAccess-Grameen Fair-Prac.tices~Code_RBI-Directions-on-MFI-Loans October-2022 v4.pdf

The Companys Internal Audit team periodically provides feedback to the Audit Committee on adherence to FPC and functioning of grievance redressal mechanism. Further, the Board also reviews the implementation and efficacy of FPC on an annual basis.

27. CUSTOMER GRIEVANCE

The Company has a dedicated Customer Grievance Cell for receiving and handling customer complaints/ grievances and to ensure that the customers are always treated in a fair and unbiased way. All grievances raised by the customers are dealt with courtesy and redressed expeditiously.

28. ANNUAL RETURN

Pursuant to sub-section (3)(a) of Section 134 and sub-section (3) of Section 92 of the Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return as at March 31, 2023 is made available on the Companys website at httpsV/www.creriiraccessgrameen.in/investors/shareholder-services/ agm-egm/

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO

a. Information Relating to Conservation of Energy, Technology Absorption

SI. No Particulars	Remarks
Conservation of energy
A (i) the steps taken or impact on conservation of energy;
(ii) the steps taken for utilizing alternate sources of energy;
(iii) the capital investment on energy conservation equipment;	The provisions of Section 134(3) (m) of the Act relating to conservation of energy and technology absorption does not apply to the Company.
Technology absorption	The Company has, however, used information technology extensively in its operations and continues to invests in energy-efficient office equipment at all office locations.
(i) the efforts made towards technology absorption;
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;
B (iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
a. the details of technology imported;
b. the year of import;
c. whether the technology been fully absorbed;
d. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
(iv) the expenditure incurred on Research and Development.

b. Foreign Exchange Earnings and Outgo

During the year under review, the foreign exchange outflow was equivalent to Rs.5.23 Million towards term loan interest payments to foreign lenders and procurement of software license.

30. DEPOSITS

The Company continues to be categorized and operate as a non-deposit taking Non-Banking Financial Company- Micro Finance Institution (NBFC-MFI) and has not accepted any deposit as defined by the Act. Accordingly, disclosure under Section 35(1) of the RBI Master Direction - Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016 does not also apply.

31. EMPLOYEES STOCK OPTION PLAN ("ESOP Plan")

The Nomination and Remuneration Committee administers CAGL Employees Stock Option Plan -2011, formulated by the Company, from time to time.

Information as required under Section 62 of the Act read with Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014, SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SBEB Regulations) and Section 21(9) of the Companys ESOP Plan is provided hereunder:

SI. No Information required	Particulars
1 Number of Options outstanding at the beginning of the year	20,92,186
2 Number of Options granted during the year	7,68,600
3 Number of Options vested during the year	3,29,100
4 Number of Options exercised during the year	3,64,746
5 Number of shares arising as a result of exercise of Options	3,64,746
6 Number of Options forfeited / lapsed during the year	71,796
7 Exercise price (in Rs.)	39.86/63.9/84.47/120.87/ 595.68/786.91
8 Money realized by exercise of Options	Rs.47.26 Million
9 Number of Options outstanding/ in force at the end of year	24,18,870
10 Number of Options exercisable at the end of year	7,56,220
11 Total number of Options available for grant	15,76,200
12 Variation of terms of Options	NA

Employee-wise details of options granted to;

1. Senior Managerial Personnel - 3,24,200

2. Any other employee who receives a grant of options in any one year of options amounting to five percent or more of options granted during that year: - Nil

3. Identified employees who were granted options during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant - Nil

4. Diluted Earnings per Share- ^51.81/-

5. Total consideration received against issuance of ESOP shares under the Plan- ^184.96 Million

Disclosures pertaining to ESOP as required under SBEB Regulations are placed on the Companys website at

https://www.creditaccessgrameen.in/investors/shareholder-services/agm-egm/ Grant wise-details of the Options vested, exercised and cancelled are provided in the notes to the standalone financial statements.

Further, the Company confirms that there has been no change to the Companys ESOP Plan during FY23.

32. Scale Based Regulations

Reserve Bank of India issued a circular on "Scale Based Regulation (SBR): A Revised Regulatory Framework for NBFCs" on 22 October 2021 (SBR Framework). As per SBR Framework, based on size, activity, and risk perceived, NBFCs are categorised into four layers, NBFC - Base Layer (NBFC-BL), NBFC - Middle Layer (NBFC-ML), NBFC-Upper Layer (NBFC-UL) and NBFC - Top Layer (NBFC-TL). Effective October 01, 2022, the Company has been categorised as NBFC - ML under the said Framework.

33. OTHER DISCLOSURES/CONFIRMATION

During the year under review:

a. The Company has not allotted any equity shares with differential voting rights.

b. The Company has complied with applicable Secretarial Standards for Board and General Meetings held.

c. The Company has not revised Financial Statements as mentioned under Section 131 of the Act.

d. Pursuant to the Act and Listing Regulations, a separate Meeting of the Independent Directors was held on February 06, 2023, without attendance of Non-Independent Directors and Members of the Management.

34. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Directors hereby confirm that:

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

b. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent 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 year;

c. 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;

d. the directors have prepared the annual accounts on a going concern basis;

e. the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. 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.

35. ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation and sincerely acknowledge the contribution and support from shareholders, customers, debenture holders, debenture trustees, Central and State Governments, Bankers, Reserve Bank of India, Registrar of Companies, Securities and Exchange Board of India, Insurance Regulatory and Development Authority of India, BSE Limited, National Stock Exchange of India Limited, Registrar & Share Transfer Agents, Credit Rating Agencies and other Statutory and Regulatory Authorities for the kind cooperation and assistance provided to the Company. The Directors also extend their appreciation to all the employees for their continued support and unstinting efforts in ensuring an outstanding operational performance and for their continued commitment, dedication and cooperation.

	For and on behalf of the Board of Directors of
	CreditAccess Grameen Limited
Place: Bengaluru	Udaya Kumar Hebbar	Manoj Kumar
Daterjuly 21, 2023	Managing Director & CEO	Independent Director
	DIN:07235226	DIN:02924675