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Shriram Finance Ltd Directors Report

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Shriram Finance Ltd Share Price directors Report

<dhhead>DIRECTORS REPORT</dhhead>

To the Members,

Your Directors have pleasure in presenting their Forty-Fi_h Annual Report and the Audited Statements of Accounts for the Financial Year ended March 31, 2024.

FINANCIAL HIGHLIGHTS

(Rs. in crores)

Particulars

F.Y. 2023_24

F.Y. 2022_23

Profit Before Depreciation And Taxation

10,252.47

8,709.07

Less: Depreciation, amortization and impairment

568.83

524.18

Profit Before Tax

9,683.64

8,184.89

Less: Provision for taxation

2,493.16

2,205.55

Profit After Tax

7,190.48

5,979.34

Add: Balance brought forward from previous year

15,623.21

12,193.92

Balance available for appropriation

22,813.69

18,173.26

Appropriations

   

General Reserve

(719.05)

(597.94)

Statutory Reserve

(1,438.10)

(1,195.87)

Debenture Redemption Reserve

284.88

(111.85)

Dividend on equity shares of face value of Rs.10/- each

(1,876.22)

(561.64)

Effects of Business Combination

-

(83.65)

Amount transferred from share option outstanding on account of forfeiture of share options

-

0.90

Balance carried to Balance Sheet

19,065.20

15,623.21

CREDIT RATING

S&P Global Ratings upgraded your Company’s Long-Term Issuer Credit Rating from BB-/Stable/B to BB/Stable/B. e following credit ratings of the securities/ instruments/ loans, credit facilities and other borrowings of the Company as on March 31, 2024 were afirmed/reafirmed by the rating agencies:

Name of Rating Agency

Securities / Instruments/ Loans, Credit Facilities and other Borrowings

Ratings

CRISIL

Commercial Paper

CRISIL A1+

 

Bank Loan Short-Term

CRISIL A1+

 

Bank Loan Long-Term

CRISIL AA+/Stable

 

Non-Convertible Debentures

CRISIL AA+/ Stable

 

Subordinated Debt

CRISIL AA+/Stable

 

Long Term Principal Protected Market Linked

CRISIL PPMLD AA+/Stable

 

Debentures

 

Name of Rating Agency

Securities / Instruments/ Loans, Credit Facilities and other Borrowings

Ratings

India Ratings & Research

Commercial Paper

IND A1+

Private Limited

Bank Loan Short-Term

IND A1+

 

Bank Loan Long-Term

IND AA+/ Stable

 

Non-Convertible Debentures

IND AA+/ Stable

 

Subordinated Debt

IND AA+ /Stable

 

Term deposits

IND AA+/ Stable

 

Principal protected market linked debentures

IND PP-MLD AA+/Stable

CARE

Commercial Paper

CARE A1+

 

Non-Convertible Debentures

CARE AA+/Stable

 

Subordinated Debt

CARE AA+/ Stable

ICRA

Fixed Deposit

[ICRA] AA+ (Stable)

 

Non-Convertible Debentures

[ICRA] AA+ (Stable)

Standard & Poor’s Ratings

Long-Term Issuer Credit Rating

BB/ Stable

 

Short-Term Issuer Credit Rating

B

 

Senior Secured Notes

BB

Fitch Ratings

Long-Term Issuer Default Rating

BB/ Stable Outlook

 

Short-Term Issuer Default Rating

B

 

Senior Secured Notes

BB

 

Local Currency Long Term Issuer Default Rating

BB/ Stable Outlook

DIVIDEND

Your Directors have declared two interim dividends for the Financial Year 2023-24: e first interim dividend of Rs.20/- per equity share on 37,54,47,272 equity shares of face value of Rs.10/- each fully paid-up (200%) was declared on October 26, 2023 and the second interim dividend of Rs.10/- per equity share on 37,56,52,340 equity shares of face value of Rs.10/- each fully paid-up (100%) was declared on January 25, 2024. e first interim dividend and second interim dividend was paid to eligible Members on November 20, 2023 and February 17, 2024, respectively. e total interim dividend involved a cash outflow of Rs.1,126.55 crores. e interim dividend was paid to Members, subject to deduction of tax at source as per the applicable rate. e Board of Directors has recommended a final dividend of Rs.15/- per equity share of face value of Rs.10/- each fully paid up i.e. 150%, for the Financial Year 2023-24 subject to declaration by Members at the ensuing 45th Annual General Meeting (45th AGM) of the Company. With this the total dividend (including two interim dividends as mentioned above) for the Financial Year 2023-24 will be Rs.45 per share

(i.e.450%) as against total dividend of Rs.35/- per equity share (i.e.350%) for the Financial Year 2022-23.

As stipulated in Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations’’), the Dividend Distribution Policy forms part of the Corporate Governance Report and is also available on the website of the Company at https://cdn.shriramfinance. in/sfl-kalam/files/2024-05/Dividend-Distribution-Policy. pdf?VersionId=uGRmgVz0g8fix9sCkLfCtkHl9fy042JC9

TRANSFER TO RESERVES

Under Section 45-IC (1) of Reserve Bank of India (‘RBI’) Act, 1934, non-banking financial companies (‘NBFCs’) are required to transfer a sum not less than 20% of its net profit every year to reserve fund before declaration of any dividend. e amounts transferred to General Reserve, Statutory Reserve and from Debenture Redemption Reserve are mentioned in the Financial Highlights under the heading ‘Appropriations’.

CAPITAL ADEQUACY RATIO

Your Company’s total Capital Adequacy Ratio (CAR), as on March 31, 2024 stood at 20.30% of the aggregate risk weighted assets on balance sheet and risk adjusted value of the off-balance sheet items, which is well above the regulatory requirement of minimum 15%. e Tier 1 ratio and Tier 2 ratio as on March 31, 2024 were 19.55% and 0.75% respectively. Your Company’s overall gearing (Debt/Tangible Net-worth) as on March 31, 2024 increased to 4.42x as against 4.20x as on March 31, 2023.

OPERATIONS AND COMPANY’S PERFORMANCE

e total Assets Under Management stood at Rs.2,24,861.98 crores as on March 31, 2024 as compared to Rs.1,85,682.86 crores as on March 31, 2023. e Company had 3,082 Branches and other offices across India as on March 31, 2024. For the Financial Year ended March 31, 2024, your Company earned Profit Before Tax of Rs.9,683.64 crores as against Rs.8,184.89 crores in the previous Financial Year ended March 31, 2023. e Profit After Tax for the Financial Year ended March 31, 2024 was Rs.7,190.48 crores as against Rs.5,979.34 crores in the previous Financial Year. e total income for the year under consideration was Rs.34,997.61 crores and total expenditure was Rs.25,313.97 crores. e detailed analysis of income and expenditure and financial ratios is made in the Management Discussions and Analysis Report forming part of this Annual Report. e Company continued to apply prudent liquidity management techniques and adopt strategy of maintaining adequate liquidity bu_er throughout the Financial Year 2023-24 making available adequate funds for onward lending for our business operations meeting our liabilities on time, thereby further strengthening the trust and confidence reposed on us by our customers, lenders, creditors, fixed deposit holders and security holders. During the year under review, the Company has mobilized funds from domestic as well as international market in seamless manner.

MOBILISATION OF FUNDS

Your Company has diversified borrowing profile comprising availing Term loans/Cash Credit facilities from Banks and financial institutions and corporates, accepting Fixed Deposits- through retail, corporates/entities, issue of Non-Convertible Debentures, Subordinated Debts, Commercial papers, External Commercial Borrowings through loans and issue of senior secured notes, etc. Your Company continues to further expand/diversify its borrowing profile by tapping new lenders and geographies.

Mobilization of funds during the year under review from following sources/ instruments was as under:

Sr. No. Particulars

F.Y. 2023-24

F.Y. 2022-23

1 Term Loans/cash credit from Banks

40,110.25

36,136.96

2 Term Loans from Financial Institutions/ Corporates

4,625.00

3,100.00

3 Fixed Deposits

17,872.77

16,360.88

4 Inter Corporate Deposits

-

24.61

5 Non-Convertible Debentures – Institutional

10,202.60

7,961.70

6 External Commercial Borrowings (Loans)

7,725.75

5,424.68

7 External Commercial Borrowings (U.S. Dollar Senior Secured Notes)

6,238.50

1,233.00

8 Securitisation

22,944.54

16,965.25

9 Commercial Papers

6,615.00

-

10 Subordinated Debts

50.00

165.00

Loans from Bank and Institutions

During the Financial Year ended March 31, 2024, the Company successfully mobilized Rs.40,110.25 crores through term loans and cash credit facilities from a diverse array of banks, including public, private, and foreign institutions. Additionally, the Company secured Rs. 4,625 crores in loans from financial institutions and corporate entities. ese achievements reflect the Company’s robust relationships with its lending partners, who continue to provide persistent support.

Fixed Deposits

e fixed deposits mobilization during the Financial Year ended March 31, 2024 continued to be encouraging on account of popularity of the Company’s Fixed Deposit Schemes due to its long track record of offering better return and safety of investment and giving good services to fixed deposit holders.

During the year under review, your Company launched Fixed Investment Plan, which combines the stability of fixed returns with a flexible monthly savings plan.

During the Financial Year ended March 31, 2024, the Company’s fund mobilization from fixed deposits was higher at Rs.17,872.77 crores as against Rs.16,360.88 crores in the Financial Year ended March 31, 2023. As on March 31, 2024, there were 8,869 fixed deposits aggregating to Rs.146.96 crores that have matured but remained unclaimed. ere were no deposits, which were claimed but not paid by the Company. e unclaimed deposits have since reduced to 2,950 deposits amounting to Rs.31.53 crores. Appropriate steps are being taken continuously to obtain the depositors’ instructions so as to ensure renewal/ repayment of the matured deposits in time. In accordance with the Master Direction - Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016, the Company has created a floating charge on the statutory liquid assets comprising of investment in government securities (face value) to the extent of Rs.6,550.44 crores in favour of trustees on behalf of the public deposit holders of the Company.

Non-Convertible Debentures and Subordinated Debts

During the year under review, the Company has raised Rs.10,202.60 crores through issuance of privately placed Listed, Secured, Redeemable, Non-Convertible Debentures. e proceeds of the issue have been utilized for financing of all asset classes, refinancing of existing debt and other general purposes of the Company.

During the year under review, the Company has raised Rs.50 crores through issuance of Subordinated, Unsecured, Rated, Listed, Privately Placed, Redeemable Non-Convertible Debentures in the form of subordinated debt for inclusion as Tier II Capital.

External Commercial Borrowings (‘ECB’) (Senior Secured Notes & Loans)

Commitment towards socio-economic advancement is at the core of the Company’s business. Your Company provides financing to drivers who typically do not qualify for bank loans due to the lack of stable income. Your Company plays an important role to promote financial inclusion by catering to the financial needs of millions, in particular First Time Borrowers ("FTB"), Driver-Turned-Owners ("DTOs"), Small Road Transport Operators ("SRTOs"), Micro, small and medium enterprises ("MSMEs") by offering affordable finance on pre-owned commercial vehicles, construction equipment, Tractor and Farm equipment loan which accounted for 68.42% of the Company’s lending portfolio as on March 31, 2024.

e Company’s Social Finance Framework meets the criteria and guidelines for the allocation of proceeds of the Social

Bonds as per International Capital Market Association ("ICMA") Social Bond Principles 2023 ("SBP") and the Loan Market Association ("LMA"), Asia Pacific Loan Market Association ("APLMA") and the Loan Syndication and Trading Association’s ("LSTA") Social Loan Principles (2023). More details in this regard are available in the ESG Report forming part of the Annual Report. e updated Social Finance Framework is available on the Company’s website at: https://cdn.shriramfinance.in/s_-kalam/files/2023-12/SFL-Social-Finance-Framework_Dec-2023_0.pdf In the past, the Company availed loans from various international agencies including Asian Development Bank (ADB), US Development Finance Corporation (DFC), MUFG International Financial Corporation, Proparco, OeEB, etc.

e Company had updated the Social Finance Framework in December 2023 for issuance of Social Bonds and/or availing Social Loans to finance or refinance a portfolio of new and/ or existing Eligible Social Projects to promote sustainability. On January 22, 2024, the Company issued USD 750,000,000 6.625% Senior Secured Notes due 2027 ("Social Bonds") under the USD 3,500,000,000 Global Medium Term Note Programme through updated Offering Circular dated December 29, 2023 to the Qualified Institutional Buyers (QIBs) under the Rule 144A of the U.S. Securities Act 1933 and to the eligible investors outside United States under Regulation S of the U.S. Securities Act 1933. During the year under review, the Company availed ECB Loans of USD 879 million and EUR 50 million out of which USD 804 million were under the Company’s Social Finance Framework.

e proceeds of Loans and Senior Secured Notes issued have been utilized by the Company to finance investments in Eligible Social Projects in accordance with International Capital Market Association ("ICMA") Social Bond Principles 2023 ("SBP") and the Loan Market Association ("LMA"), Asia Pacific Loan Market Association ("APLMA") and the Loan Syndication and Trading Association’s ("LSTA") Social Loan Principles (2023) as permitted by the ECB Guidelines. All External Commercial Borrowings are fully hedged to mitigate risk of exchange rate volatility.

Commercial Papers

As at March 31 2024, the Company had Commercial Paper ("CPs") with an outstanding amount (face value) of Rs.2,450 crores. CPs constituted approximately 1.28% of the outstanding borrowings as at March 31, 2024. e CPs of the Company are listed on the debt market segment of the National Stock Exchange of India Limited.

Securitisation

During the Financial Year 2023-24, the Company securitized its assets worth Rs.22,944.54 crores (accounting for 10.20% of the total Assets Under Management as on March 31, 2024). With securitisation, the Company ensures better borrowing profile, leading to lower interest liability owing to its lending to priority sector. e outstanding direct assigned portfolio stood at Rs.3,194.32 crores as on March 31, 2024.

EQUITY SHARE CAPITAL

e issued, subscribed and paid up Equity Share Capital of the Company as on March 31, 2024 stood at Rs.375,79,28,100/-. During the Financial Year under review, the paid-up Equity Share Capital of the Company has been increased on account of issuance and allotment of 13,65,534 Equity Shares of Rs.10/- each pursuant to the exercise of stock options by the eligible employees under Shriram Finance Limited Employee Stock Option Scheme 2023 (No.1) (‘SFL ESOS 2023 (No.1)’) of the Company.

No Equity Shares were issued with differential rights as to dividend, voting or otherwise during the year under review. e Company has not resorted to any buy back of its Equity Shares during the year under review.

None of the Directors of the Company holds instruments convertible into Equity Shares of the Company.

No sweat equity shares were issued to the employees of the Company during the year under review.

Increase in Equity Share Capital during the period from April 1, 2024 and upto the date of this report

e paid-up Equity Share Capital of the Company has been increased on account of issuance and allotment of 65,179 Equity Shares of Rs.10/- each pursuant to the exercise of stock options by the eligible employees under SFL ESOS 2023 (No.1). e issued, subscribed and paid up Equity Share Capital of the Company as on date of this report stood at Rs.375,85,79,890/-.

EMPLOYEE BENEFIT SCHEME/PLAN

Shriram Finance Limited Employee Stock Option Scheme 2023 (No.1)

As an integral part of the Composite Scheme of Arrangement and Amalgamation inter-alia, involving amalgamation of Shriram City Union Finance Limited (SCUF) with the

Company (Scheme of Arrangement and Amalgamation) and in order to continue the stock option benefits of the eligible employees of erstwhile SCUF under Shriram City Union Finance Limited Employee Stock Option Scheme 2013 (SCUF ESOS 2013), the Board of Directors of the Company in its meeting held on March 15, 2023 approved "Shriram Finance Limited Employee Stock Option Scheme 2023 (No.1)" or "SFL ESOS 2023 (No.1)" created in lieu of SCUF ESOS 2013. e Nomination and Remuneration Committee of the Company in its meeting held on April 26, 2023 granted 21,26,875 Fresh Options under SFL ESOS 2023 (No.1) to the eligible employees in lieu of 13,71,779 unvested and unexercised stock options under the SCUF ESOS 2013. During the year under review, no material changes were made to the SFL ESOS 2023 (No.1). e SFL ESOS 2023 (No.1) is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SBEB & SE Regulations"). A Certificate issued by SPNP & Associates, Secretarial Auditor of the Company for the F.Y. 2023-24, certifying that the SFL ESOS 2023 (No.1) has been implemented in accordance with the SBEB & SE Regulations and the same would be made available for inspection by the Members through electronic mode at the ensuing 45th Annual General Meeting scheduled to be held on July 30, 2024. Disclosure pursuant to the provisions of Regulation 14 of the SBEB & SE Regulations as at March 31, 2024 is annexed as

Annexure-I.

e same is also hosted on the website of the Company at https://www.shriramfinance.in/investors/financials

Shriram Finance Limited Employees Phantom Stock Appreciation Rights Plan 2024

e Nomination and Remuneration Committee and the Board of Directors in their respective meetings held on June 1, 2024 approved the employee benefit scheme titled Shriram Finance Limited Employees Phantom Stock Appreciation Rights Plan 2024 ("PSAR Plan") formulated by the Company with an objective to: • provide means to enable the Company to attract and retain appropriate human talent; • motivate the employees / directors with incentives and reward opportunities; • achieve sustained growth of the Company and the creation of shareholders’ value by aligning the interests of the employees / directors which will lead to long-term wealth creation; • create a sense of ownership and participation amongst the employees / directors or otherwise increase their proprietary interest; and • provide additional deferred rewards to the employees/ directors. Since, it is a pure cash settled Phantom Stock Appreciation Rights Plan and there is no involvement of fresh issuance/ purchase of equity shares of the Company. e Company has yet not granted any SAR Units under the PSAR Plan as on the date of this Report. Upon approval of PSAR Plan by the Nomination and Remuneration Committee and the Board of Directors on June 1, 2024, it is necessary to make consequential changes/revision in the terms of remuneration of whole time directors of the Company to include grant of Stock Appreciation Rights (‘SAR’) Units under the PSAR Plan. e ordinary resolutions for seeking approval of the Members of the Company are set out at Item Nos. 11 to 13 of the Notice of the ensuing 45th Annual General Meeting.

DIRECTORS

Appointment/Re-appointment/change in designation of Directors during the F.Y. 2023-24 and upto the date of this report Appointment/Re-appointment of Independent Directors i. e Board of Directors based on the recommendation of the Nomination and Remuneration Committee and in terms of Article 21 of the Articles of Association of the Company and Section 161(1) of the Companies Act, 2013 ("the Act") in its meeting held on August 31, 2023 appointed Mr. S. Ravindran (DIN 09778966) as an Additional Director of the Company, in the category of Non-executive Independent Director, not liable to retirement by rotation, for a term of 5 (five) consecutive years commencing from August 31, 2023 to August 30, 2028, subject to approval of Members of the Company. On October 5, 2023, the Members of the Company passed the Special Resolution through Postal Ballot for the appointment of Mr. S. Ravindran as Independent Director of the Company. ii. Based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors, the Members of the Company re-appointed Mr. Pradeep Kumar Panja (DIN 03614568) as an Independent

Director of the Company for a second term of 5 (five) years commencing from October 25, 2023 to October 24, 2028 by way of passing Special Resolution through Postal Ballot on October 5, 2023. iii. e Board of Directors based on the recommendation of the Nomination and Remuneration Committee and in terms of Article 21 of the Articles of Association of the Company and Section 161(1) of the Act in its meeting held on June 1, 2024 appointed Mr. Gokul Dixit (DIN 00357170) and Mrs. M. V. Bhanumathi (DIN 10172983) as Additional Directors of the Company, in the category of Non-executive Independent Director, not liable to retirement by rotation, for a term of 5 (five) consecutive years with effect from June 1, 2024 upto May 31, 2029, subject to approval of Members at the ensuing 45th Annual General Meeting (45th AGM).

e Independent Directors hold high standards of integrity, expertise and experience (including the pro_ciency). ey are exempted from the requirement to undertake the online pro_ciency self-assessment test.

Re-appointment of Whole Time Director designated as "Executive Vice Chairman"

e tenure of Mr. Umesh Revankar (DIN 00141189) as an Executive Vice Chairman of the Company will expire on October 25, 2024. Based on recommendation of the Nomination and Remuneration Committee and subject to approval of Members at the ensuing 45th AGM, the Board of Directors in its meeting held on June 1, 2024 approved re-appointment of Mr. Umesh Revankar as Executive Vice Chairman for a further period of 5 (five) years with effect from October 26, 2024 upto October 25, 2029, liable to retire by rotation. e Company has received the notice pursuant to Section 160 of the Act signifying his intention to propose candidature of Mr. Umesh Revankar for his appointment as Executive Vice Chairman of the Company at the ensuing 45th AGM.

Change in designation of Mr. Parag Sharma, Joint Managing Director & Chief Financial Officer

e Board of Directors in its meeting held on June 1, 2024 elevated and re-designated Mr. Parag Sharma (DIN 02916744) as Managing Director & Chief Financial Officer ("Managing Director & CFO") of the Company w.e.f. June

1, 2024 for remainder term of his appointment i.e. up to December 12, 2026, subject to approval of Members at the ensuing 45th AGM, on the same terms and conditions of appointment and payment of remuneration to him as approved by the Members by way of passing of ordinary resolutions in the 43rd Annual General Meeting held on June 23, 2022 and through Postal Ballot on February 21, 2023.

Re-appointment of director retiring by rotation

Mr. Parag Sharma (DIN 02916744), Managing Director & CFO of the Company will retire by rotation at the ensuing 45th AGM and being eligible, offers himself for re-appointment. e Board of Directors in its meeting held on April 26, 2024 based on the recommendation of Nomination and Remuneration Committee recommended to the Members re-appointment of Mr. Parag Sharma as director of the Company retiring by rotation. e necessary resolutions for appointment of Mr. Gokul Dixit and Mrs. M. V. Bhanumathi as Independent Directors of the Company, re-appointment of Mr. Umesh Revankar as an Executive Vice Chairman of the Company and payment of remuneration to him, elevation and re-designation of Mr. Parag Sharma as Managing Director & CFO of the Company and his re-appointment as director retiring by rotation together with requisite disclosures are set out in the Notice of the 45th AGM. e Board recommends to the Members passing of the said resolutions.

Fit and Proper and Non-Disqualification Declaration by Directors

All the Directors of the Company have confirmArial SIZE=2>ed that they satisfy the ‘fit and proper’ criteria as prescribed under Chapter XI of Master Direction – Reserve Bank of India (Non-Banking Financial Company – Scale Based Regulation) Directions, 2023, and that they are not disqualified from being appointed/re-appointed/continuing as Director in terms of Section 164(1) and (2) of the Act.

Declaration by Independent Directors

Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations. ere has been no change in the circumstances affecting their status as independent directors of the Company.

Policies on appointment of Directors and Remuneration

e management of the Company is immensely benefitted from the guidance, support and mature advice from members of the Board of Directors who are also members of various committees. e Board consists of directors possessing diverse skill, rich experience to enhance quality of its performance. e Company has adopted a Policy on Board Diversity formulated by the Nomination and Remuneration Committee. e Company’s Remuneration Policy is framed for remuneration of Directors (Executive and Non-Executive), Key Managerial Personnel and Senior Management Personnel in line with the requirement of the Section 178 of the Act, Regulation 19 read with Part D of Schedule II to the Listing Regulations and Master Direction – Reserve Bank of India (Non-Banking Financial Company

– Scale Based Regulation) Directions, 2023. ese Policies are available on the Company’s website at https://www. shriramfinance.in/investors/governance. e Company has also formulated policy on Succession Planning for Directors and Key Managerial Personnel for continuity and smooth functioning of the Company.

Number of Meetings of the Board

8 (Eight) Board Meetings were held during the Financial Year 2023-24. e details of the Board and various Committee meetings are given in the Corporate Governance Report.

Performance evaluation at Board and Independent Directors’ Meetings

e Board, the Committees of the Board and independent directors continuously strive for efficient functioning of Board and its committees and better corporate governance practices. A formal performance evaluation was carried out at the meeting of the Board of Directors held on March 22, 2024 where the Board made an annual evaluation of its own performance, the performance of Directors individually as well as the evaluation of the working of its various Committees for the Financial Year 2023-24 on the basis of a structured questionnaire on performance criteria. e Policy on performance evaluation is available on the website of the Company. e Board expressed its satisfaction with the evaluation process. e observations made during the evaluation process were noted and based on the outcome of the evaluation and feedback of the Directors, the Board and the management agreed on various action points to be implemented in subsequent meetings.

e evaluation process endorsed cohesiveness amongst directors, the openness of the management in sharing the information with the Board and placing various proposals for the Board’s consideration and approval.

e Independent Directors met on March 22, 2024 without the presence of other directors or members of Management.

All the Independent Directors were present at the meeting. In the meeting, the Independent Directors reviewed performance of Non–Independent Directors, the Board as a whole and Chairman. ey assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board. e minutes of the Independent Directors’ meeting were placed before the Board Meeting held on April 26, 2024 and the same were noted by the Board. e Independent Directors expressed satisfaction over the performance and effectiveness of the Board, individual Non Independent Directors and the Chairman.

ey also expressed satisfaction with regard to the flow of information between the Management of the Company and the Board. e Management took note of various suggestions made in the meeting of Independent Directors. e Independent Directors played active role in Board as well as Committee meetings in which they are members. e members of the Audit Committee without the presence of members of Management had a separate meeting with the Joint Statutory Auditors which covered Audit issues in general and the framework and the process of Internal Audit in specific. e members of the Audit Committee without the presence of members of Management also had a separate meeting with credit rating agencies.

KEY MANAGERIAL PERSONNEL

e Board of Directors, on recommendation of Nomination and Remuneration Committee, approved changes in the key managerial personnel as a part of periodical review of their role, function and responsibility and to meet organizational needs. During the year under review, Mr. Aseem Gandhi ceased to be Key Management Personnel with effect from close of business hours on July 27, 2023 and Mr. P. Sridharan, Mr. Sudarshan Holla, Mr. Nilesh Odedara, Mr. G M Jilani and Mr. K. Srinivas ceased to be Key Management Personnel of the Company with effect from close of business hours on January 25, 2024.

e following persons continued as Key Managerial Personnel ("KMP") of the Company pursuant to Sections 2(51) of the Act:

1. Mr. Umesh Revankar, Executive Vice-Chairman

2. Mr. Y. S. Chakravarti, Managing Director & CEO

3. Mr. Parag Sharma, Managing Director & CFO

4. Mr. U Balasundararao, Company Secretary & Compliance Officer

5. Mr. S. Sunder, Joint Managing Director (not being part of the Board)

6. Mr. Hardeep Singh Tur, Chief Risk Officer (not being part of the Board)

7. Mr. R. Chandrasekar, Joint Managing Director & Chief Compliance Officer (not being part of the Board)

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) and Section 134(5) of the Act, the Directors to the best of their knowledge and belief, 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; b) e accounting policies as mentioned in Note 1 to Note 7 to the Standalone financial statements and Note 1 to Note 8 to the Consolidated financial statements have been selected and applied consistently, and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the year ended on that date; c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) e annual accounts have been prepared on a going concern basis. e) e Company had followed the internal financial controls laid down by the directors and that such internal financial controls are adequate and were operating effectively; and f) e directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

RBI GUIDELINES

Your Company has complied with the various requirements prescribed under the Master Direction – Reserve Bank of India (Non-Banking Financial Company – Scale Based Regulation) Directions, 2023 for NBFC-UL within the specified timelines including adopting policies for enhanced regulatory framework, Internal Capital Adequacy Assessment Process Policy (ICAAP), complying with large exposure norms, setting limits for sensitive sector exposure, etc. e Company continues to comply with the Master Direction – Reserve Bank of India (Non-Banking Financial Company – Scale Based Regulation) Directions, 2023 and all the applicable laws, regulations, guidelines, etc. prescribed by RBI from time to time.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility and Sustainability Report ("BRSR") is annexed and forms part of the Annual Report.

e Company has appointed M/s. Pijush Gupta & Co., Chartered Accountants for obtaining reasonable assurance of BRSR and the Assurance Report issued in this regard forms part of the BRSR for the Financial Year 2023-24.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

e CSR Committee comprises of following directors namely, Mr. Umesh Revankar – Chairman, Mr. Pradeep Kumar Panja and Mr. Y. S. Chakravarti. e CSR Report for the Financial Year 2023-24 is annexed to this report as Annexure-II. e details of the ongoing CSR projects/ programs/ activities are included in the CSR Report. e CSR Policy is uploaded on the Company’s website at https://www.shriramfinance.in/ investors/governance

ANNUAL RETURN

In accordance with the provisions of Section 92(3) of the Act, Annual Return of the Company is hosted on website of the Company at https://www.shriramfinance.in/investors/ financials

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

e information pursuant to Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 is as follows: a. e Company continues its initiatives for conservation of energy, the details of which are given in Business Responsibility and Sustainability Report. b. Technology absorption - During the year under review, the Company has launched "Shriram One" Super App as an one stop solution catering to all financial needs of the customers/investors of the Company for loans, payments, investments, Insurance, credit score check which reduces the need to download multiple apps to perform different functions, with an end goal of having everything in one app i.e. social networking, shopping, banking services, etc. Considering the nature of services and businesses, no specific amount of expenditure is earmarked for Research and Development. However, the Company on an ongoing basis strives for various improvements in the products, technology platforms, and processes.

During the year, the Company has spent Rs.274.54 crores on capital and operating expenses of IT, an increase of 12.06% over the previous financial year. c. e Company made Foreign Exchange Earnings of Rs.1.45 crores d. Outgo under Foreign Exchange – Rs. 144.91 crores.

LOANS, GUARANTEE OR INVESTMENTS IN SECURITIES

e loan made, guarantee given or security provided in the ordinary course of business by a Non-Banking Financial Company registered with Reserve Bank of India are exempt from the applicability of provisions of Section 186 of the Act. As such, the particulars of loans and guarantee have not been disclosed in this Report.

During the year under review, the Company has invested surplus funds in various securities in the ordinary course of business. For details of the investments of the Company, refer to Note 13 of the financial statements.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the related party transactions were entered into in the ordinary course of business on an arm’s length basis. Hence, no disclosure in Form AOC-2 is necessary and the same does not form part of this report. For details of the transactions with related party entered into in the ordinary course of business on an arm’s length basis, refer to the Note 49 to the financial statements.

As required under the Master Direction – Reserve Bank of India (Non-Banking Financial Company – Scale Based Regulation) Directions, 2023 and Listing Regulations, the policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is uploaded on the Company’s website at https://www. shriramfinance.in/investors/governance ere are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. None of the Directors has any pecuniary relationship or transaction vis-?-vis the Company save and except the payment of sitting fees and commission paid to Independent Directors, remuneration to Directors apart from transactions in the ordinary course of business and on arm’s length basis at par with any member of general public. e Company did not advance any loans to any of its Directors. e details of the transactions with Related Parties are provided in the Note 49 to the Financial Statements.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

e Company’s Whistle Blower policy provides a mechanism under which an employee/director of the Company may report unethical behaviour, suspected or actual fraud, violation of code of conduct and personnel policies of the Company. e Vigil Mechanism ensures standards of professionalism, honesty, integrity and ethical behaviour. e Whistle Blower Policy/Vigil Mechanism is uploaded on the Company’s website: https://www.shriramfinance.in/ investors/governance

FINANCIAL SUMMARY/HIGHLIGHTS

Income for the Financial Year 2023-24 increased by 17.43% to Rs.34,997.61 crores as compared to Rs.29,802.89 crores in the previous Financial Year 2022-23; Income from operations for the Financial Year 2023-24 was Rs.34,964.41 crores as compared to Rs.29,772.16 crores in the previous Financial Year 2022-23, a growth of 17.44%; Profit before tax for the Financial Year 2023-24 was Rs.9,683.64 crores as compared to Rs.8,184.89 crores in the previous Financial Year 2022-23; Profit after tax for the Financial Year 2023-24 was Rs.7,190.48 crores as compared to Rs.5,979.34 crores in the previous Financial Year 2022-23.

e overall disbursement during Financial Year 2023-24 stood at Rs.142,175.12 crores as compared to Rs.1,11,848.44 crores in the previous Financial Year 2022-23.

Our interest income increased by 17.45% from Rs.28,607.36 crores for the year ended March 31, 2023 to Rs.33,599.66 crores for the year ended March 31, 2024. Finance costs increased by 18.02% from Rs. 12,545.76 crores for the year ended March 31, 2023 to Rs.14,806.12 crores for the year ended March 31, 2024. Other expenses increased from Rs.1,578.34 crores for the year ended March 31, 2023 to Rs.1,782.32 crores for the year ended March 31, 2024. Our fees and commission expenses for the Financial Year 2023-24 was Rs.422.77 crores as compared to Rs.304.44 crores in Financial Year 2022-23.

RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROL SYSTEM

e Company’s Risk Management Policy deals with identification, mitigation and management of risks across the organization. is has been dealt with the Management Discussion and Analysis annexed to the Annual Report. e Company’s well-defined organizational structure, documented policy guidelines, defined authority matrix and internal financial controls ensure operational effectiveness, reliability of financial data and compliance with applicable laws, regulations and Company’s policies.

e financial control framework includes internal controls, delegation of authority procedures, segregation of duties, system access controls, and document filing and storage procedures. e Internal Auditor ensures the continued effectiveness of the Company’s internal control system. e Audit Committee reviews internal financial control reports prepared by the internal auditor. e Company has framed risk based internal audit policy as part of its oversight function. e objective of risk based internal audit review is to identify the key activities and controls in the business processes, review effectiveness of business processes and controls, assess the operating effectiveness of internal controls and provide recommendations for business process and internal control improvement.

COMPOSITION OF AUDIT COMMITTEE

e Audit Committee comprised of following Independent Directors namely, Mr. S. Sridhar – Chairman, Mr. Pradeep Kumar Panja, Mrs. Maya S. Sinha and Mr. S. Ravindran.

OTHERS

• ere were no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year of the Company and the date of the Directors’ report.

• ere are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company’s operations in future. For other orders, please refer to Note 48 of the financial statement containing details of the contingent liabilities.

• ere was no fraud reported by the Auditors of the Company under the Section 143(12) of the Act to the Audit Committee.

• ere was no change in the nature of business of the Company.

• Your Company adopted ISO 27001 standards, practices its processes and upgrade its implementation on regular basis to maintain the information security as per the market trend. e Company is prepared to face emerging cyber threats such as Zero-day attacks, remote access threats and targeted threats. Our company has established disaster recovery centers and various security controls are in place to mitigate risks, also safeguard the Company against security breaches and technological lapses located in different seismic zones, periodic upgrading of servers and data storage, adopting new technology for data management. On regular basis different types of system audits are conducted by the external and internal auditors. Board constituted IT Strategy Committee governs the security policies and its implementation as per the Company corporate governance process. To improve cyber-security system, the Company continuously invests towards upgrading the technology, IT security related implementation, training and awareness program.

• e Company has a policy for prevention of Sexual Harassment for Women at Workplace. An Internal Complaints Committee has been constituted in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act’). On February 15, 2024, the Company had arranged online orientation programme, for its Internal Committee Members under POSH Act, at PAN India Level, in order to make them pro_cient to discharge their duties. e training was attended by all the Internal Committee Members at PAN India. e Company has in place a Module on "PREVENTION OF SEXUAL HARASSMENT IN WORKPLACE" (POSH) in - MyCoach E-Learning Platform, for sensitising the employees with the provisions under the POSH. During the year under review, there were 6 (six) complaints filed under the POSH Act out of which 1(one) was upheld and 2(two) are outstanding as on date.

• Disclosure regarding details relating to deposits covered under Chapter V of the Act is not applicable since our Company is a Non-Banking Financial Company regulated by Reserve Bank of India. e Company accepts deposits as per Master Direction - Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016.

• e Company has obtained a certificate from the statutory auditor certifying that the Company has complied with the requirements of the Regulation 9 of the Master Direction – Foreign Investment in India with regard to downstream investments.

• e Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings, General Meetings and Dividend.

• ere were neither any applications filed by or against the Company nor any proceedings were pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.

• e 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. – Not Applicable

• e Company has not defaulted in repayment of loans from banks and financial institutions. ere were no delays or defaults in payment of interest/principal of any of its debt securities.

• e provision of Section 148 of the Act relating to maintenance of cost records and cost audit are not applicable to the Company.

• e equity shares of the Company were not suspended from trading during the year on account of corporate actions or otherwise.

• e voting rights are exercised directly by the employees in respect of equity shares allotted under the Shriram Finance Limited Employee Stock Option Scheme 2023 (No.1). us, the disclosure requirements pursuant to Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 is not applicable.

• Disclosures pursuant to RBI Master Directions, unless provided in the Directors’ Report form part of the notes to the standalone financial statements and Report on Corporate Governance.

SUBSIDIARY AND ASSOCIATE

Shriram Housing Finance Limited (CIN - U65929TN2010PLC078004) ("SHFL"), subsidiary of the Company is a housing finance company registered with the National Housing Bank and regulated by Reserve Bank of India (Registration Number- 08.0094.11). e equity shares of SHFL are not listed on any stock exchange, but has its debt securities listed on BSE Limited. e primary operation of SHFL is providing loans for the purchase or construction of residential property and loans against property. SHFL is not a material subsidiary within the meaning of the Listing Regulations. e Company’s policy for determination of material subsidiary, as adopted by the Board of Directors, in conformity with Regulation 16 of the Listing Regulations, can be accessed on the Company’s website at https://www. shriramfinance.in/investors/governance.

Provision of Regulation 24 of the Listing Regulations relating to subsidiary companies, to the extent applicable, have been duly complied with.

Mr. Y. S. Chakravarti, Managing Director & CEO of the Company is a Non-Executive, Non-Independent Director on the Board of SHFL. Mrs. Maya S Sinha and Mr. S. Sridhar, Independent Directors of the Company were appointed as Independent Directors of SHFL w.e.f. March 28, 2024 and April 1, 2024, respectively.

SHFL has 155 branches as on March 31, 2024 across India. SHFL has served 2,10,000 customers with loans in its portfolio as on March 31, 2024. ( e no. of live customers as on March 31, 2024 is 71,005). e total employee strength of SHFL as on March 31, 2024 was 3,232. e CAGR of loan disbursement of SHFL over last five years was around 61.1% with total disbursement during the year being Rs.7,591 crores. e total borrowings of SHFL as on March 31, 2024 was Rs.9,654.94 crores out of which Rs.1,340.85 crores was by way of issuance of NCDs and the balance amount of Rs.4,782.70 crores was through borrowings from Banks and Financial Institutions (Rs.134.04 crores), National Housing Bank (Rs.1,357.10 crores), ECB (Rs.833.11 crores), securitisation through PTC (Rs.896.70 crores), and commercial paper (Rs.310.44 crores).

Shriram Automall India Limited (CIN-U50100TN2010PLC074572) ("SAMIL"), an associate of the Company engaged in facilitating buying and selling of passenger vehicles, commercial vehicles, construction equipment, farm equipment, two wheelers, three wheelers, gold and properties by providing a professionally managed auction platform to its customers in phygital, physical and online mode. As on March 31, 2024, SAMIL has 162 Automalls including Feeder Yards and Park and Sale point Yards located across the Country. As per the audited financial statements of SAMIL for the year ended March 31, 2024, its total income from operations and Net Profit was Rs.209.31 crores and Rs.17.52 crores respectively, on consolidated basis. e said financial statements of SAMIL will be made available to Members on request.

Pursuant to Section 129 of the Act read with Rule 5 to the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statement of subsidiary and associate company in Form AOC-1 forms part of the Annual Report. e consolidated financial statements forming part of this Annual Report are prepared in compliance with the applicable Indian Accounting Standards and Listing Regulations. Pursuant to the provisions of Section 136 of the Act, the financial statements of the Company and its subsidiary (SHFL) are placed on the Company’s website at https://www.shriramfinance.in/investors/financials.

e annual report and the annual accounts of SHFL shall be made available to the Members of the Company seeking such information. e annual accounts shall also be kept for inspection by the Members at the Registered Office of the Company and of SHFL. e Company shall furnish hard copy of details of accounts of SHFL to any shareholder on demand.

During the Financial Year 2023-24, there was no other entity which became or ceased to be subsidiary, joint venture or associate of the Company.

UPDATE FROM APRIL 1, 2024 AND UPTO THE DATE OF THIS REPORT

Acquisition of new Subsidiary

e Audit Committee and the Board of Directors at their respective meetings held on April 26, 2024, subject to approval of RBI, approved acquisition of 100% equity stake in Shriram Overseas Investments Private Limited (CIN- U65990TN1995PTC129168) (SOIPL) from Shriram Investments Holdings Private Limited for total consideration up to Rs.48.05 crores for the purpose of carrying Primary Dealership business. SOIPL is a Non-Banking Financial Company within the promoter group and engaged in the business of investment in, acquire and hold, underwrite, subscribe for and/or sell or dispose shares, bonds, stocks, securities, debenture stocks issued by any company constituted and carrying on business in India or elsewhere, and also act as underwriters and brokers of stock, shares, debentures, Government Bonds, Units of Unit Trust of India, National Savings Certificate, Fixed Deposits and other savings instruments.

Post acquisition by the Company, SOIPL will make necessary application to Reserve Bank of India for undertaking Primary Dealership business. Accordingly the name of the Company would be changed to "Shriram Gilts Limited" to align the name with the business of Primary Dealership, subject to approval of Registrar of Companies. e current

fixed income activities of the Company can be rolled into Primary Dealership which will get a boost from wider acceptability and balance sheet capabilities. e Company intends to acquire entire share capital of the SOIPL which will commence Primary Dealership business on receipt of necessary approval/license of Primary Dealership from Reserve Bank of India. ere exists significant opportunity to access to fixed income market with guaranteed source of funds through acquiring Primary Dealership license from RBI.

Disinvestment in Subsidiary

e Board of Directors at its meeting held on May 13, 2024 considered and approved the proposal for disinvestment/sale/ transfer of its entire stake of the paid-up equity share capital in SHFL, high value debt-listed non-material subsidiary of the Company to Mango Crest Investment Ltd (affiliate of Warburg Pincus) for a consideration up to Rs.3,909 crores along with certain additional amounts based on occurrence of identified events. In this regard, the Share Purchase Agreement was executed on May 13, 2024.

Subject to the receipt of requisite approvals from regulatory authorities and fulfilment of other customary conditions, as per the terms and conditions specified in the Share Purchase Agreement and other ancillary agreements and upon transfer of shares held by the Company in SHFL, SHFL shall cease to be a subsidiary of the Company.

PARTICULARS OF EMPLOYEES AND REMUNERATION

Disclosures 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 directors to median remuneration of employees, percentage increase in the median remuneration, are annexed to this Report as Annexure - III.

Statement containing the particulars of top ten employees and the employees drawing remuneration in excess of limits prescribed under Section 197(12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is an annexure forming part of this Report. In terms of the proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Members excluding the aforesaid annexure. e said statement is available for inspection with the Company. Any Member interested in obtaining a copy of the same may write to the Company Secretary at secretarial@ shriramfinance.in

e Managing Director & CEO of the Company as per the terms of his appointment, does not draw any commission or remuneration from SHFL, subsidiary company. Hence, no disclosure as required under section 197(14) of the Act has been made.

AUDITORS

e current Joint Statutory Auditors of the Company viz. M/s. Sundaram & Srinivasan, Chartered Accountants, Chennai (ICAI Firm Registration No. 004207S) and KKC

& Associates LLP (formerly Khimji Kunverji & Co LLP), Chartered Accountants, Mumbai (ICAI Firm Registration No. 105146W/ W100621) who were appointed as Joint Statutory Auditors of the Company at the Extra-Ordinary General Meeting of the Company held on September 15, 2021 and 43rd Annual General Meeting held on June 23, 2022 will hold office till the conclusion of 45th Annual General Meeting of the Company in line with the Guidelines for Appointment of Statutory Central Auditors (SCAs)/ Statutory Auditors (SAs) of Commercial Banks (excluding Regional Rural Banks), Primary (Urban) Co-operative Banks and Non-Banking Finance Companies ("NBFCs") (including Housing Finance Companies) issued by Reserve Bank of India ("RBI") on April 27, 2021 ("RBI Guidelines").

Since, the current Joint Statutory Auditors of the Company will be completing their term as a Joint Statutory Auditors after conclusion of the ensuing 45th AGM of the Company, the Audit Committee and the Board of Directors in their respective meetings held on January 24, 2024 and January 25, 2024 recommended to the Members of the Company, pursuant to RBI Guidelines, the passing of the necessary resolutions at the ensuing 45th AGM of the Company for the appointment of M/s. G D Apte & Co, Chartered Accountants, Mumbai (Firm Registration No. 100515W) and M/s M M Nissim & Co LLP, Chartered Accountants, Mumbai (Firm Registration No. 107122W/W100672) as new Joint Statutory Auditors of the Company from the conclusion of 45th Annual General Meeting of the Company till the conclusion of 48th Annual General Meeting of the Company to conduct the audit of accounts of the Company for a term of three consecutive financial years ending March 31, 2025, March 31, 2026 and March 31, 2027 in place of the current Joint Statutory Auditors retiring at the 45th AGM of the Company. e new Joint Statutory Auditors have confirmed that they are not disqualified to act as Auditors and are eligible to hold office as Joint Statutory Auditors of the Company. ey have also confirmed that they hold a valid peer review certificate as prescribed under the Listing Regulations.

Approval of the Members at the ensuing 45th AGM of the Company is also being sought for fixation of remuneration of new Joint Statutory Auditors of the Company for the Financial Year 2024-25. e Auditors’ Report to the Members for the year under review is unmodified, i.e., it does not contain any qualification, reservation or adverse remark or disclaimer.

In terms of the RBI Master Directions – Non-Banking Financial Companies Auditors’ Report (Reserve Bank) Directions, 2016, the current Joint Statutory Auditors have also submitted an additional report dated April 26, 2024, for the Financial Year 2023-24 which has been filed with RBI. ere were no comments or adverse remarks in the said report as well.

SECRETARIAL AUDIT

SPNP & Associates, Practicing Company Secretaries (Peer Review No: 1913/2022) were appointed as the Secretarial Auditor for conducting the Secretarial Audit of the Company for the Financial Year 2023-24 in accordance with the provisions of Section 204 of the Act read with the Rules framed thereunder.

Pursuant to the provisions of Section 204 (1) of the Act, the Secretarial Audit Report for the Financial Year 2023-24 issued by SPNP & Associates, Practicing Company Secretaries is annexed to this report as Annexure-IV. e report does not contain any qualification, reservation or adverse remark.

CORPORATE GOVERNANCE

Pursuant to Schedule V to the Listing Regulations, the following Reports/ Certificates form part of the Annual Report: • the Report on Corporate Governance; • the Certificate duly signed by the Managing Director & CEO and the Joint Managing Director & Chief Financial Officer on the Financial Statements of the Company for the year ended March 31, 2024 as submitted to the Board of Directors at its meeting held on April 26 2024; • the declaration by the Managing Director & CEO regarding compliance by the Board members and senior management personnel with the Company’s Code of Conduct; and • the Management Discussion & Analysis Report. e Auditors’ Certificate on Corporate Governance is annexed to this report as Annexure-V.

FELICITATION/ RECOGNITIONS/AWARDS RECEIVED BY YOUR COMPANY DURING THE YEAR

CSR - Felicitation by Logistics Sector Skill Council for Transforming Road Safety with Noble CSR effort

e Logistics Sector Skill Council (LSC) felicitated the Company for its Commercial Vehicle Driver Training/ Up-skilling CSR initiative in October, 2023.

Human Resources - Great Place to Work Certified 2023

e Company has also been certified by Great Place to Work Institute, as India’s Best Workplaces in Health and Wellness 2023.

Information Technology

• "NBFC Leadership Awards 2023" - Visionary Technology Leader by Krypton Business Media Private Limited

• Elets BFSI CXO Awards - Excellent Use of Technology in NBFC Services

• Elets BFSI Game Changer Awards 2023 - Digital Service Innovator

• FE Visionary Leader 2023 - Exemplary Contribution to the Field of NBFC

• Security Leadership Summit Awards 2023 - Excellence in Security Leadership

• Cloud Tech Summit 2023 - Digital Innovation Leader in BFSI

ACKNOWLEDGEMENT

e Board of Directors would like to place on record their gratitude for the guidance and cooperation extended by Reserve Bank of India and the other regulatory authorities. e Board takes this opportunity to express its sincere appreciation for the excellent patronage received from the Banks and Financial Institutions and for the continued enthusiasm, total commitment, dedicated efforts of the executives and employees of the Company at all levels. We are also deeply grateful for the continued confidence and faith reposed on us by all the Stakeholders including Shareholders, Depositors, Debenture holders and Debt holders.

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