Sakthi Finance Ltd Directors Report

To the Members,

Your Directors are pleased to present their Sixty Eighth Annual Report together with the audited financial statements of your Company for the year ended March 31, 2025.

1. FiNANCiAL PERFORMANCE

Particulars	2024-25	2023-24
Total income (A)	21,520.41	20,674.36
Less : Finance Costs	11,984.00	11,572.62
Other Expenditure	5,896.48	5,691.47
Depreciation, Amortization and } Impairment	1,306.80	1,262.48
Total Expenses (B)	19,187.28	18,526.57
Profit before Exceptional Items and Taxes (A-B)	2,333.13	2,147.79
Exceptional Items	-	-
Profit before Tax Less : Provision for Tax:	2,333.13	2,147.79
- Current Tax	748.81	579.77
- Deferred Tax	(80.83)	(2.52)
Profit after tax for the year	1,665.15	1,570.54
Balance brought forward from earlier years	5,340.94	4,505.37
Profit available for Appropriation	7,006.09	6,075.91
Add : Other Comprehensive Income / (Loss)	(35.16)	32.08
Appropriations:
- Dividend paid on Equity Shares (2024 & 2023)	517.65	452.94
- Transfer to Statutory Reserve	333.03	314.11
Balance carried forward to Balance Sheet	6,120.25	5,340.94

2. BUSiNESS

For the Financial year ended March 31, 2025, your Company disbursed an amount of 76,171.00 lakh in vehicle financing operations. The overall collection efficiency has been satisfactory. Your Directors expect to achieve better business disbursements and profitability during the current financial year.

3. chance in nature of business, if any

During the year, there was no major change in the nature of business of your company.

4. DIVIDEND

a. PREFERENCE SHARES

Your Directors have, at their meeting held on May 25, 2024, declared a pro rata interim dividend of 8.25 per share on 8.25 per cent Redeemable, Cumulative, Preference Shares of 100 each for the financial year ended March 31, 2025, amounting to 1.27 lakh, after tax deducted at source of 0.08 lakh.

Your Directors have also, at their meeting held on March 25, 2025, declared an interim dividend of 9.00 per share (including a pro rata dividend) on 9 per cent Redeemable, Cumulative, Preference Shares of 100 each for the financial year ended March 31, 2025, amounting to 176.88 lakh, after tax deducted at source of 4.78 lakh.

b. EQUITY SHARES

Your Directors have, at their meeting held on May 30, 2025 recommended a dividend of 0.80 per equity share (8 per cent on the face value of equity shares of 10 each) for the year ended March 31, 2025 amounting to 517.65 lakh, subject to deduction of tax, wherever applicable. Equity Dividend recommended by the Board of Directors for the financial year 2024-25, if approved by the members, will be recognized as a liability during the financial year 2025-26. The dividend recommended is in compliance with the RBI Master Direction - NBFC (Scale Based Regulation) Directions 2023, as amended on "Declaration of Dividend".

c. TAX ON DIVIDEND

In accordance with the provisions of the Income-tax Act 1961 ("IT Act"), the Company will make payment of dividend after deduction of tax at source ("TDS") as per the prescribed rates, to those shareholders whose names appear as beneficial owner/ member in the list of beneficial owners to be furnished by National Securities Depository Limited / Central Depository Services (India) Limited in case of shares held in dematerialised form or in the Register of Members in case of shares held in physical form as at the close of business hours on Saturday, September 20, 2025 (Record Date).

5. TRANSFER TO RESERVES

Your Company has transferred an amount of 333.03 lakhs to the Statutory Reserve, in compliance with Section 45-IC of the Reserve Bank of India ("RBi") Act 1934. Further, the Board of Directors of your Company has decided to retain the balance amount in the retained earnings of the Company.

6. CAPITAL ADEQUACY

The Capital to Risk Assets Ratio ("CRAR") of your Company as on March 31, 2025 was 18.63 per cent which is well above the minimum regulatory requirement of 15 per cent CRAR prescribed by the Reserve Bank of India. Out of the above CRAR, Tier I stood at 14.95 per cent and Tier II stood at 3.68 per cent respectively.

7. CREDIT RATINC

The details of credit ratings obtained from the credit rating agency, ICRA Limited are given in the Corporate Governance Report (Refer Annexure 3) which forms part of the Boards Report.

8. CHANCE iN THE CAPiTAL

During the year, there was no change in the paid-up share capital of the company. As at the end of the financial year, the total paid-up share capital stood at 8,625.74 lakh consisting of 6,47,05,882 equity shares of 10 each and 21,55,150 9 per cent Redeemable, Cumulative, Preference Shares of 100 each.

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ("Listing Regulations"), a report on Management Discussion and Analysis, which forms part of this report, is set out in Annexure 1.

10. RBi COMPLiANCES

a. SCALE BASED REGULATIONS ("SBR")

RBI issued a Master Direction (No.RBI/DoR/2023-24 /106 DoR.FIN.REC.No.45/03.10.119/2023-24 dated 19 October 2023) on Scale Based Regulation- NBFC Directions 2023. Based on this, your Company has been classified as "NBFC-Middle layer" ("Ml"). Your Company has complied with the various requirements specified under SBR for NBFC-ML within the prescribed timelines.

b. NOMiNATiON AND REMUNERATiON COMMiTTEE CHARTER

During the financial year 2024-25, Nomination and Remuneration Committee ("NR") Charter was amended in conformity with RBIs Scale Based Regulation and Listing Regulations, including introducing malus and

clawback clause in the NR Charter. The Companys policy on Directors appointment and remuneration including the criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of the Act are covered in the Corporate Governance Report which forms part of the Boards Report. The amended NR Charter is available on the website of the Company at https://sakthifinance.com/ wp-content/uploads/2025/05/Nomination-and- Remuneration-Charter-with-Remuneration-Policy.pdf The remuneration policy is given in Annexure 2.

11. PUBLIC ISSUE / REDEMPTION OF NON-CONVERTIBLE

DEBENTUREs

a. Public Issue of Secured , Redeemable, Non-Convertible Debentures for 10,000 lakh

During the financial year 2024-25, your Company made a further Public Issue of Secured, Redeemable, Non-Convertible Debentures ("NCDs") of 1,000 each for an amount not exceeding 5,000 lakh, with an option to retain over-subscription for an amount not exceeding 5,000 lakh, aggregating 10,000 lakhs. The NCD issue opened on 17th March 2025 and closed on 28th March 2025. Your Company received a valid subscription of 11,320.78 lakh. Your Company made allotment of 10,00,000 NCDs aggregating 10,000 lakh to the eligible allottees on 4 April 2025. The NCDs were listed and admitted for trading with BSE Limited with effect from 8 April 2025. The proceeds of the NCD issue were used in accordance with the objects stated in the Prospectus.

b. Redemption of Secured, Redeemable, Non-Convertible Debentures ("NCDs")

The following Public Issue NCDs were redeemed during the year and up to the date of this report, the details of which are

given below:

Prospectus Date	Options	Redemption Amount		Total amount redeemed	Date of redemption
		Principal	interest
25 June 2021	III and IV	3,258.27	599.46	3,857.73	29 October 2024
5 April 2022	III and IV	1,093.26	204.76	1,298.02	29 April 2025
10 April 2023	I and II	3,302.03	382.88	3,684.91	8 May 2025
7 March 2020	IX to XI	1,603.70	551.75	2,155.45	8 July 2025

12. DEPOSiTS

The total deposits with the Company as at March 31, 2025 stood at 18,336.79 lakhs as compared to 8,390.85 lakh as at the end of the previous year.

As at the end of the financial year 2024-25, public deposits aggregating 121.75 lakh were due for repayment but remained unclaimed. The Company has been regularly reminding the depositors about the maturity and out of the said deposits, 24 deposits amounting to 54.57 lakh have since been claimed and paid / renewed as per their instructions.

13. TRANSFER TO iNVESTOR EDUCATiON AND PROTECTiON FUND ("IEPF")

During the financial year 2024-25, your Company has transferred unclaimed dividend, unclaimed matured

deposits (including interest), amounting to 8.57 lakhs to IEPF. Further, the Company has also transferred 39,663 equity shares of 10 each in respect of which dividend has remained unclaimed for seven consecutive years to IEPF.

14. DiRECTORS AND KEY MANACERiAL PERSONNEL

a. Retirement by rotation

In accordance with the provisions of Section 152(6) of the Companies Act 2013 ("the Act"), Dr S Veluswamy, Non-Executive Director (DIN: 05314999) will retire by rotation at the ensuing AGM of the Company and being eligible, offers himself for reappointment. Based on the recommendation of the Nomination and Remuneration Committee, the Board also recommended his re-appointment to the members.

b. Retirement of independent Directors

Smt. Priya Bhansali and Sri K P Ramakrishnan, Independent Directors, will complete their second term of office as Independent Directors of the Company on September 27, 2025 and will cease to be Independent Directors of the Company from that date. The Board of Directors placed on record their deepest appreciation for the valuable guidance and contribution rendered by them, during their long association as Independent Directors of the Company.

c. Appointment of independent Directors and Non-Executive, Non-Independent Director (Additional)

The Board of Directors of the Company have, at their meeting held on July 4, 2025, based on the recommendation of Nomination and Remuneration Committee, approved the appointment of Sri K V Ramachandran (DIN: 00322331) as an Independent Director (Additional) of the Company in place of Sri M Bhaskar, who passed away suddenly on May 21, 2025, for a period of five years with effect from July 4, 2025 to July 3, 2030, subject to the approval of Members of the Company. The members approved the appointment of Sri K V Ramachandran (DIN: 00322331) as an Independent Director of the Company for the term as mentioned above by passing a Special Resolution through Postal Ballot.

Further, based on the recommendation of Nomination and Remuneration Committee, the Board of Directors appointed Smt. Susheela Balakrishnan (DIN : 07140637) and Sri. S Chandrasekhar (DIN : 00011901) as Non-Executive, Independent Directors (Additional) with effect from August 14, 2025, who meet the criteria of independence under Section 149(6) of the Act and the Rules made thereunder and Regulation 16(1)(b) of the Listing Regulations and in respect of whom the Company has received notices in writing from members under Section 160 of the Act, for a term of 5 (five) consecutive years with effect from August 14, 2025 to August 13, 2030, both days inclusive and they shall not be liable to retire by rotation. In the opinion of the Board, the proposed Independent Directors hold high standards of integrity, expertise and experience (including proficiency). They are exempt from the requirement to undertake on-line proficiency self-assessment test.

However, the Board of Directors have, based on the recommendation of Nomination and Remuneration Committee, at their meeting held on September 1, 2025, appointed / redesignated Sri. S. Chandrasekhar (DIN:00011901) as a Non-Executive, Non-Independent Director (Additional) of the Company as he may likely to take Directorships in other group Companies, which may impact / impair his independence and he is liable to retire by rotation.

Further, the Board of Directors have, at their meeting held on September 1, 2025, based on the recommendation of Nomination and Remuneration Committee, appointed Sri. S. Shivram (DIN: 07946245) as an Independent Director (Additional) for a term of five consecutive years with effect from September 1, 2025 to August 31, 2025 (both days inclusive) and he is not liable to retire by rotation.

The necessary resolutions seeking approval of the members of the Company for appointment of Smt. Susheela Balakrishnan (DIN: 07140637) and Sri. S. Shivram (DIN: 07946245) as Independent Directors and Sri. S Chandrasekhar (DIN: 00011901) as a Non-Executive, Non-Independent Director have been included in the Notice of 68th Annual General Meeting of the Company.

The Board is pleased to recommend their appointments as Independent Directors and Non-Executive, Non-Independent Director respectively of the Company.

d. Cessation of a Director

Sri M Bhaskar, Independent Director (DIN : 02919393) of the Board and Chairman of Audit Committee and Member of various Committees of the Company since August 8, 2024 passed away suddenly on May 21, 2025. He has immensely contributed to the discussion and deliberations of the Board. The Board of Directors placed on record their sincere appreciation for the invaluable contributions made by him as a Member of the Board / Committees.

e. Re-appointment of Sri M Balasubramaniam as Managing Director

As recommended by the Nomination and Remuneration Committee and Audit Committee, the Board of Directors have, at their Meeting held on August 14 2025, approved the re-appointment of Sri M Balasubramaniam, as Managing Director of the Company for a further period of five (5) years with effect from September 29, 2025 to September 28, 2030 (both days inclusive) and he is not liable to retire by rotation. The Board recommended his re-appointment together with the terms and conditions of his re-appointment and the remuneration payable to him. The Notice convening the ensuing 68th AGM sets out the brief profile, other details and disclosures relating to his re-appointment.

f. Number of Meetings of the Board

Eight (8) meetings of the Board of Directors of the Company were held during the year. For details of the meetings, please refer to the Corporate Governance Report, which forms part of this Report.

g. Key Managerial Personnel ("KMPs")

In terms of Section 203 of the Act,

Sri M Balasubramaniam, Vice Chairman and

Managing Director, Sri. K Sundaramurthy, Chief Financial Officer and Sri S Venkatesh, Company Secretary and Chief Compliance Officer are the Key Managerial Personnel ("KMPs") of the Company.

Further, the Board of Directors have, at their meeting held on March 25, 2025, designated Sri K S Venkitasubramanian, Chief Operating Officer, also as one of the KMPs of the Company with effect from that date under Section 2(51) of the Companies Act 2013.

h. Fit and Proper criteria and Non-Disqualification Declaration by Directors

In terms of Chapter XI to RBI Master Direction on Scale Based Regulation for NBFCs Direction 2023 (No. RBI/DoR/2023-24/106 DoR. FIN.REC. No.45/03.10.119/2023-24 dated October 19, 2023, as amended), all the Directors of the Company have confirmed that they satisfy the prescribed "Fit and Proper" criteria and that they are not disqualified from being appointed/continuing as Directors in terms of Section 164(1) and (2) of the Act.

i. independent Directors Declaration

Smt Priya Bhansali, Sri K P Ramakrishnan, Sri. Advait Kurlekar, Sri K V Ramachandran, Smt Susheela Balakrishnan and Sri S Shivram are the Independent Directors of the Company.

All the Independent Directors of the Company have submitted declarations that each of them meets the criteria of independence as provided in sub-section (6) of Section 149 of the Act and Regulation 25 of the Listing Regulations. Further, in terms of Regulation 25 of the Listing Regulations, they have also confirmed that they are not aware of any circumstance or situation which exist or may reasonably be anticipated that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Directors have further confirmed that they are not debarred from holding the office of the director under any SEBI Order or any other such authority.

Your Board of Directors of the Company, after undertaking due assessment of the veracity of the declaration and confirmation submitted by all the Independent Directors, concluded that in the opinion of the Board, the Independent Directors of the Company possess requisite skills, qualifications, expertise and experience (including proficiency) in terms of Section 150(1) of the Act and applicable rules made thereunder in the field of information technology, banking and finance, finance and accounting, FDI, international taxation, Human Resources, Marketing, Transport Industry etc. and they also hold highest standards of integrity and are Independent of the Management of the Company.

The Independent Directors of the Company have also complied with the Code for Independent Directors prescribed under Schedule IV to the Act.

The Independent Directors of the Company have also declared and confirmed that they have enrolled

themselves in the Independent Directors Databank maintained with the Indian Institute of Corporate Affairs ("MCA") in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules 2014.

Further, In terms of Section 150 of the Act read with the Companies (Appointment and Qualification of Directors) Rules 2014 as amended, since all the Independent Directors of the Company have served as Directors for a period of not less than three (3) years on the Board of Listed Companies as on the date of inclusion of their names in the database, they have either passed the on-line self-assessment test or are exempted to undertake the on-line proficiency self-assessment test conducted by the IICA.

The details of familiarization programmes for the Independent Directors are given separately in the Corporate Governance Report.

No Independent Director has resigned before the expiry of his / her tenure.

j. Code of Conduct for Directors and Senior Management

All the Directors and members of the Senior Management have confirmed compliance with the Code of Conduct of the Company. A declaration to this effect has been signed by Vice Chairman and Managing Director and forms part of the Annual Report.

k. Interse relationship amongst Directors

Except Dr M Manickam, Chairman, Sri M Balasubra- maniam, Vice Chairman and Managing Director and Sri M Srinivaasan, Director, who are related to each other as brothers, none of the other Directors is related to each other within the meaning of the term "relative" as per Section 2(77) of the Act read with the Listing Regulations.

l. Annual Performance Evaluation

In terms of the requirements of the Act and Listing Regulations, the Board has carried out an annual performance evaluation of the individual Directors, Committees of the Board and the Board as a whole.

The evaluation was carried out based on a structured questionnaire which includes performance criteria such as performance of duties and obligations, independence of judgment, level of engagement and participation, contribution in increasing the Boards overall effectiveness etc. Your directors have expressed their complete satisfaction on the functioning and performance of Individual Directors, Board and its Committees.

15. Audit COMMiTTEE

During the year, the Audit Committee was reconstituted. The present Audit Committee has four Non-Executive Directors as members, of which three are Independent Directors.

The composition of the Committee is given below:

a. Sri M Bhaskar, Chairman*

b. Sri K V Ramachandran, Chairman**

c. Sri M Srinivaasan, Member

d. Sri K P Ramakrishnan, Member

e. Smt Priya Bhansali, Member * up to 21 May 2025

** with effect from 4 July 2025

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the financial year 2024-25, the Company has not given / provided any loans, guarantee and securities to parties mentioned in Section 185 of the Act. Hence the provisions of Section 186 of the Act is not applicable to the Company.

17. RELATED PARTY TRANSACTIONS

The Company has entered into contracts or arrangements with the related parties in the ordinary course of business and these are on arms length basis only and has complied with the applicable provisions of the Act read with the rules made thereunder and Listing Regulations. There are no contract or arrangement entered into with Related Party(ies) during the year which requires to be disclosed in Form AOC-2 under Sections 188(1) and 134(h) of the Act for the financial year 2024-25 and hence does not form part of the Boards Report.

18. internal control

The information about internal controls is set out in the Management Discussion and Analysis Report which forms part of this Report.

19. RISK MANAGEMENT

The Risk Management is overseen by the Risk Management Committee of the Company. The Committee oversees the Companys processes and policies for determining risk tolerance against established levels. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuous basis. For details, please refer to the Management Discussion and Analysis Report which forms part of the Boards Report.

20. VIGIL MECHANISM (WHISTLE BLOWER POLICY)

The Company has formulated a Vigil Mechanism (Whistle Blower Policy) for Directors and employees to report their genuine concerns. During the year, no complaint has been received in this regard. For details, please refer to the Corporate Governance Report which forms part of this Report.

21. subsidiaries, associate and joint venture companies

The Company does not have any subsidiary, associate or joint venture Company. There was no Company which has become or ceased to be Companys subsidiary, joint venture or associate company during the financial year ended March 31, 2025.

22. corporate governance report

As required under Regulation 34(3) read with Schedule V to the Listing Regulations, a report on Corporate

Governance and a certificate from the auditors of the Company regarding compliance of the conditions of Corporate Governance form part of the Annual Report and is set out in Annexure 3.

23. DISaOSURE AS PER Sexual Harassment OF WOMEN

at workplace (prevention, prohibition AND

REDRESSAL) ACT 2013

The Company has put in place a Sexual Harassment Prevention Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. An Internal Compliance Committee ("Icc") has been formed to redress complaints received regarding sexual harassment. All employees are covered under this Policy. During the financial year 2024-25, there were no complaints received in this regard by the ICC, the details of which are given below:

Sl No particulars	Details
1 Number of sexual harassment complaints received during the financial year.	Nil
2 Number of complaints disposed of within the year.	Nil
3 Number of cases pending for more than 90 days.	NA

24. DISCLOSURES UNDER MATERNITY BENEFIT ACT 1961

During the financial year 2024-25, your Company has complied with applicable provisions of the Maternity Benefit Act 1961.

25. ADEOUAcY of INTERNAL FINANGAL coNTRoLS WITH REFERENcE To THE FINANGAL STATEMENTS

The Company has put in place necessary internal financial controls which are adequate and are operating effectively. The controls are adequate for ensuring the orderly and efficient conduct of the business, completeness of accounting records and timely preparation of reliable financial information, besides adherence to the Companys policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy, etc.

The Statutory Auditors of the Company,

M/s. P N Raghavendra Rao & Co, Chartered Accountants, have also examined the internal financial controls of the Company and have submitted an unmodified opinion on the adequacy and operating effectiveness of the internal financial controls over financial reporting as on March 31, 2025.

26. directors responsibility STATEMENT

As required under Section 134(5) of the Act, your Directors confirm, to the best of their knowledge and belief that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

b. they have 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 of the Company for the financial year;

c. they 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. they have prepared the annual accounts on a going concern basis;

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

f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

27. CORPORATE SOCIAL RESPONSIBILITY ("CSR")

The CSR Policy of the Company and the details about the initiatives taken by the Company on CSR during the year as per the Companies (Corporate Social Responsibility Policy) Rules 2014 have been disclosed in Annexure 4. Further, details regarding composition of Corporate Social Responsibility Committee and other particulars are provided in the Corporate Governance Report which form part of this report.

During the financial year 2024-25, your company is required to spend 47.36 lakh towards CSR expenses. Your Company has spent 47.76 lakh during the financial year 2024-25.

28. AUDITORS

a. appointment of statutory auditors

Members of the Company had, at the 67th Annual General Meeting ("AGM") of the Company held on September 10, 2024, appointed M/s P N Raghavendra Rao & Co, Chartered Accountants as Statutory Auditors of the Company to hold office from the conclusion of the 67th AGM till the conclusion of the 70th AGM.

b. Adoption of Policy for appointment of Statutory Auditors

In compliance with the RBI Guidelines, your company has adopted a Policy for appointment of Statutory Auditors of the Company, which has been hosted on the website of the Company, www.sakthifinance.com.

c. Secretarial Auditors

Pursuant to Section 204 of the Act, your Directors had appointed M/s. Sriram Krishnamurthy & Co (formerly M/s S Krishnamurthy & Co), Company Secretaries, Chennai / Coimbatore to undertake the Secretarial Audit of your company for the year 2024-25. The Secretarial Audit Report (Form MR-3) for the financial year 2024-25 is set out in Annexure 5.

In terms of Regulation 24A of the Listing Regulations and Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Audit Committee and the Board of Directors have approved the appointment and remuneration of CS R Dhanasekaran, Company Secretary in Practice (FCS No. 7070, Certificate of Practice No. 7745), as the Secretarial Auditor of the Company for a term of five (5) consecutive years, with effect from April 1, 2025 to March 31, 2030. The Board has recommended his appointment for approval of the Members at the ensuing Annual General Meeting ("AGM").

A brief profile and other relevant details of CS R Dhanasekaran are set out in the Notice convening the ensuing AGM.

CS R Dhanasekaran, Company Secretary in Practice has consented to act as the Secretarial Auditor of the Company and confirmed that his appointment, if approved, would be within the limits prescribed under the Act and Listing Regulations. He has further confirmed that he is not disqualified to be appointed as the Secretarial Auditor under the applicable provisions of the Act, rules made thereunder and Listing Regulations.

d. Cost Records and Cost Audit

Maintenance of cost records and requirements of cost audit as prescribed under the provisions of Section 148(1) of the Act is not applicable for the business activities carried out by the Company.

e. Independent Auditors Certificate on Corporate Governance and Secretarial Auditors Report

With reference to the observations made by the Independent Auditors in their Certificate on Corporate Governance and the Secretarial Auditor in its Secretarial Audit Report, the Board of Directors wish to state that the gap between two Risk Management Committee Meeting had exceeded 210 days due to administrative difficulties only.

There are no other disqualifications, reservations, adverse remarks or disclaimers in the Independent Auditors Report and Secretarial Auditors Report.

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Act (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

29. PARTICULARS REQUIRED UNDER SECTION 134 OF THE ACT

Particulars as required under Section 134(3)(m) of the

Act read with Companies (Accounts) Rules 2014 are given below:

a. The Company has no activity involving conservation of energy or technology absorption;

b. The Company does not have any Foreign Exchange Earnings and Foreign Exchange Outgo : Nil

30. PARTICULARS OF EMPLOYEES AND REMUNERATION

The Company had 675 permanent employees on its rolls as on March 31, 2025.

The Information as required under Section 197(12) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure 6 to this Report.

The statement containing the names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and (3) of the above Rules forms an integral part of this Report. In terms of the proviso to Section 136(1) of the Act, the Annual Report is being sent to the Members excluding the above statement. The said statement is open for inspection and any Member interested in obtaining a copy of it may write to the Company Secretary of the Company at investors@ sakthifinance.com.

31. orders passed by the regulators or court

There were no significant and material orders passed by the Regulators or Courts or Tribunals affecting the going concern status of your Company and its future operations.

32. material changes and commitments

There were no material changes and commitments which occurred between the end of the financial year of the Company and the date of this report affecting the Companys financial position.

33. ANNUAL RETURN

A copy of the Annual Return for the financial year 2024-25 will be placed on the website of the Company, www.sakthifinance.com within 60 days after conclusion of the 68th AGM.

34. pecuniary relationship or transactions of

NON-EXECUTIVE DIRECTORS

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committees of the Board and any other transactions as approved by the Audit Committee or Board which are disclosed in Notes to the financial statements.

35. secretarial standards compliance

Your Directors confirm that the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India in relation to Board and General Meetings.

36. oTHER DiscLosUREs

In terms of applicable provisions of the Act and Listing Regulations, your Company discloses that during the financial year under review there was :

a. no issue of shares with differential rights in relation to dividend, voting or otherwise;

b. no issue of shares (including sweat equity shares) to Directors or employees of the Company;

c. no scheme for provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees;

d. no revision of financial Statements and the Boards Report of the Company;

e. no failure to implement any corporate action;

f. no deviation or variation in connection with certain terms of public issue, rights issue, preferential issue, etc;

g. no suspension of the Companys securities;

h. no application which was made under the Insolvency and Bankruptcy Code 2016 and hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable; and

i. no requirement to disclose the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

37. AcKNoWLEDGEMENT

Your Directors wish to place on record the valuable guidance and excellent co-operation extended by the members, banks, financial institutions, rating agencies, Reserve Bank of India and other regulatory authorities. The Board of Directors wish to convey their sincere thanks to the depositors and debenture holders of the Company for their continued patronage. They also wish to appreciate the excellent services rendered by the employees of the Company.

We pray the Goddess SAKTHI to continue to shower her blessings and to guide us in all our endeavours.

	For and on behalf of the Board
	Dr M Manickam
September 1, 2025	Chairman
Coimbatore - 18	DIN:00102233