Your Directors have pleasure in presenting their Forty-Sixth Annual Report and the Audited Statements of Accounts for the Financial Year ended March 31, 2025.

FINANCIAL HIGHLIGHTS

CREDIT RATING / ESG RATING

On March 6, 2025, the Company obtained an International Credit Rating “Ba1 long-term corporate family rating (CFR)” with “stable” outlook from Moody’s Investors Service, Singapore.

On March 17, 2025, S&P Global Ratings has upgraded Company’s rating to “BB /Stable/B” from “BB/Stable/B” in respect of the Company’s Rating and senior secured notes issued by the Company.

On March 26, 2025, ICRA ESG Ratings Limited has assigned an Environmental, Social, and Governance (“ESG”) rating of “ICRA - ESG Impact Rating Score 82 (Outstanding)” to the Company.

The details of credit ratings affirmed/reaffirmed by the rating agencies for the securities/ instruments/ loans, credit facilities and other borrowings of the Company and the details of new ratings obtained by the Company with respect to the ESG and others during the financial year ended March 31, 2025 are given below:

SUB-DIVISION/ SPLIT OF EQUITY SHARES

With a view to facilitate participation of retail investors and potential investors to buy the equity shares of the Company at an affordable market price and enhance liquidity of the Company’s equity shares, the Board of Directors of your Company at its meeting held on October 25, 2024 considered, approved and recommended subdivision/ split of 1 (One) fully paid-up equity share of face value of Rs. 10/-(Rupees Ten Only) each held by Members of the Company into 5 (Five) fully paid-up equity shares of face value of Rs. 2/- (Rupees Two Only) each, subject to approval of Members of the Company through Postal Ballot.

Further, the Members vide resolutions passed by way of Postal Ballot on December 20, 2024 approved the said subdivision/

split of face value of Equity share of the Company and consequential alteration of Capital Clause (Clause V) of the Memorandum of Association (MoA) of your Company.

After the requisite approvals of the Stock Exchanges i.e. BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) and the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), new ISIN (INE721A01047) was allotted to the equity share of your Company. The effect of change in face value of the share was reflected on the share price at the Stock Exchanges where your Company is listed (BSE and NSE) effective from January 10, 2025 i.e. Record Date for the purpose of sub-division/ split of equity shares of your Company. The details of Share Capital of the Company pre and post -sub-division/split of equity shares is as under:

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 265,967 equity shares of face value of Rs. 10/- each fully paid up (pre-split) and 89,995 equity shares of face value of Rs. 2/- each fully paid up (post-split) under Shriram Finance Limited Employee Stock Option Scheme 2023 (No.1) on various dates.

The issued, subscribed and paid-up Equity Share Capital of the Company as on March 31, 2025 stood at Rs. 3,760,767,760/-consisting of 1,880,383,880 equity shares of face value of Rs. 2/- each fully paid-up.

No Equity Shares were issued with differential rights as to dividend, voting or otherwise during the year under review.

The 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.

DIVIDEND

Your Directors have declared two interim dividends for the Financial Year 2024-25 as under:

The first interim dividend approved prior to split of face value of equity share

The First interim dividend of Rs. 22/- per equity share on 37,60,09,038 equity shares of face value of Rs. 10/- each fully paid-up (pre-split) (220%) was declared by the Board of Directors on October 25, 2024 and the same was paid to eligible Members on November 19, 2024.

The second interim dividend approved post-split of face value of equity share

The second interim dividend of Rs. 2.50 per equity share on 1,880,293,885 equity shares of face value of Rs. 2/- each fully paid-up (post-split) (125%) was declared on January 24, 2025 and the same was paid to eligible Members on February 17, 2025.

The total interim dividend paid during the Financial Year 2024-25 involved a cash outflow of Rs. 1,297.29 crores. The interim dividend was paid to Members, subject to deduction of tax at source as per the applicable rate.

The Board of Directors in its meeting held on April 25, 2025 has recommended a final dividend of Rs. 3/- per equity share of face value of Rs. 2/- each fully paid-up (post-split) i.e. 150%, for the Financial Year 2024-25 subject to declaration by Members at the ensuing 46^th Annual General Meeting (46^th AGM) of the Company.

The final dividend on equity shares, subject to the approval of the Members at the ensuing 46^th AGM to be held on July 18, 2025, will be paid on or before August 16, 2025 after deduction of tax at source (“TDS”) to the Members whose names appear in the Register of Members as of the close of business hours on July 11, 2025 (Record Date) and in respect of shares held in dematerialised form, it will be paid to Members whose names are furnished by National Securities Depository Limited/ Central Depository Services (India) Limited (“Depositories”), as beneficial owners as of the close of business hours on that date. Equity Shares that may be allotted on exercise of Fresh Stock Options granted under under Shriram Finance Limited Employee Stock Option Scheme 2023 (No.1) before the Record Date for payment of final dividend will rank pari-passu with the existing equity shares and be entitled to receive the said final dividend.

Your Company has maintained track record of consistent growth in dividend distribution in line with Dividend Policy of the Company and applicable law.

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/2025-06/Dividend-Distribution-Policy-24March2025.pdf.

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. Accordingly, your Company has transferred a sum of Rs. 1,952.20 crores to Statutory Reserve.

Further, the amounts proposed to be transferred to General Reserve and to/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, 2025 stood at 20.66% 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%.

The Tier 1 ratio and Tier 2 ratio as on March 31, 2025 were 20.03% and 0.63% respectively. Your Company’s overall

gearing (Debt/Tangible Net-worth) as on March 31, 2025 increased to 4.68x as against 4.39x as on March 31, 2024.

OPERATIONS AND COMPANY’S PERFORMANCE

The total Assets Under Management stood at Rs. 263,190.27 crores as on March 31, 2025 as compared to Rs. 224,861.98 crores as on March 31, 2024.

The Company had 3,220 Branches and other offices across India as on March 31, 2025.

For the Financial Year ended March 31, 2025, your Company earned Profit Before Tax of Rs. 12,606.02 crores (including exceptional items) as against Rs. 9,683.64 crores in the previous Financial Year ended March 31, 2024. The Profit After Tax for the Financial Year ended March 31, 2025 was Rs. 9,761.00 crores as against Rs. 7,190.48 crores in the previous Financial Year. The total income for the year under consideration was Rs. 43,783.52 crores (including exceptional items of income) and total expenditure was Rs. 31,177.50 crores (including exceptional items of expense). The details of income and expenditure and financial ratios are given in the Management Discussions and Analysis Report forming part of this Annual Report.

Your Company continued to apply prudent liquidity management techniques and adopt strategy of maintaining adequate liquidity buffer throughout the Financial Year 2024-25 making available adequate funds for onward lending for business operations meeting its liabilities on time, thereby further strengthening the trust and confidence reposed on the Company by its customers, lenders, creditors, fixed deposit holders and security holders. During the year under review, the Company has mobilised funds from domestic as well as international market in seamless manner.

Loans from Banks and Institutions

During the Financial Year ended March 31,2025, the Company mobilised Rs. 33,788.79 crores through term loans and cash credit facilities from a diverse array ofbanks, including public, private, and foreign institutions. The Company secured Rs. 4,992.98 crores in loans from financial institutions and corporate entities. Additionally, the Company secured Rs. 1,222.58 crores from CSGL loans. These achievements reflect the Company’s robust relationships with its lending partners, who continue to provide persistent support.

Fixed Deposits

The fixed deposits mobilisation during the Financial Year ended March 31, 2025 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 Financial Year ended March 31, 2025, the Company’s fund mobilisation from fixed deposits was higher at Rs. 23,317.82 crores as against Rs. 17,872.77 crores in the Financial Year ended March 31, 2024.

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. 7,840.44 crores in favour of trustees on behalf of the public deposit holders of the Company.

Your Company continues to ensure a smooth and customercentric investment experience, thereby making it a lucrative option for securing the customers financial future. Your Company periodically sends various intimations via SMS, e-mails, post, courier etc., to its investors as well as sends reminder emails to Depositors whose TDS is likely to be deducted before any pay-out/accrual. Your Company also provides a digital platform - website, Shriram One app, etc for online application/ renewal of deposits, submission of Forms 15G/15H by all eligible Depositors, generation of TDS certificates and seamless investment process for its customers.

As on March 31, 2025, there were 10,445 fixed deposits aggregating to Rs. 143.65 crores that have matured but remained unclaimed. There were no deposits, which were claimed but not paid by the Company. The unclaimed deposits have since reduced to 7,358 deposits amounting to Rs. 72.41 crores. Appropriate steps are being taken continuously to obtain the depositors’ instructions so as to ensure renewal/ repayment of the matured deposits in time.

The following initiatives were taken to reduce the unclaimed amounts pertaining to fixed deposits:

i) Penny drop testing one month prior to maturity of fixed deposits and interest pay out date process is being conducted to reduce payment rejection cases.

ii) Deposit holders are being reached out through sms/ calls/email/physical letters, as applicable including sending communication in vernacular language for quick understanding by the customers.

iii) In case of death of depositors, claim settlement process is advised to joint depositors/nominee/ legal heir, as the case may be.

iv) Unclaimed fixed deposits are being validated with the depositor’s loan account with the Company, if any.

v) In case the cheque is undelivered, the Company deposits the amount in the bank account of the customer, after necessary confirmations.

Pursuant to Section 125 of the Companies Act, 2013 (the “Act”) read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“the IEPF Rules”) as amended from time to time, matured deposits remaining unclaimed for a period of seven years from the date they became due for payment are required to be transferred to the Investor Education and Protection Fund (“IEPF”) established by the Central Government. Further, interest accrued on the deposits which remain unclaimed for a period of seven years from the date of payment are also required to be transferred to the IEPF under Section 125(2)(k) of the Act. During the year, the Company has transferred to the IEPF an amount of Rs. 0.70 crores being the unclaimed amount of matured fixed deposits and Rs.

0.11 crores towards unclaimed/ unpaid interest accrued on the deposits. The concerned depositor can claim the deposit and/or interest from the IEPF by following the procedure laid down in the IEPF Rules. The Company has also hosted the details of unclaimed deposits and unclaimed interest on deposits on its website at https://www.shriramfinance.in/ investors/investor-information

Non-Convertible Debentures and Subordinated Debts

During the year under review, the Company has raised Rs. 14,176.60 crores through issuance of privately placed

Rated, Listed, Secured, Redeemable, Non-Convertible Debentures. The proceeds of the issue have been utilised 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. 550.00 crores through issuance of privately placed Rated, Listed, Unsecured, Redeemable Subordinated Debentures 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 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 74.38% of the Company’s lending portfolio as on March 31, 2025.

The 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. The updated Social Finance Framework is available on the Company’s website at: https://cdn.shriramfinance.in/sfl-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.

On September 30, 2024, the Company issued USD 500,000,000 6.15% Senior Secured Notes due 2028 (“Social Bonds”) under the USD 3,500,000,000 Global Medium Term Note Programme 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 1,750 million, EUR 483 million and AED 275.475 million out of which USD 1,725 million, EUR 483 million and AED 275.475 million were under the Company’s Social Finance Framework. The proceeds of Loans and Senior Secured Notes issued have been utilised 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.

Securitisation

During the Financial Year 2024-25, the Company securitised its assets worth Rs. 27,664.97 crores (accounting for 10.51% of the total Assets Under Management as on March 31, 2025). With securitisation, the Company ensures better borrowing profile, leading to lower interest liability owing to its lending to priority sector. The outstanding direct assigned portfolio stood at Rs. 3,274.36 crores as on March 31, 2025.

EMPLOYEE SHARE BENEFIT SCHEME/PLAN Shriram Finance Limited Employee Stock Option Scheme 2023 (No.1)

Your Company has Shriram Finance Limited Employee Stock Option Scheme 2023 (No.1) (“SFL ESOS 2023 (No.1)”) created in lieu of Shriram City Union Finance Limited Employee Stock Option Scheme 2013 (SCUF ESOS 2013) 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.

During the year under review, consequent to sub-division / split of equity shares effective from January 10, 2025 being the Record Date:

i. the Exercise Price of Rs. 193.55 for per equity share of face value of Rs. 10/- each fully paid-up was adjusted to Rs. 38.71 for per equity share of face value of Rs. 2/- each fully paid-up and

ii. the total number of Fresh Options Vested but Unexercised were adjusted to 23,34,190 (each Fresh Option to subscribe to one equity share of face value of Rs. 2/- each fully paid-up)

Further, during the year under review, no material changes were made to the SFL ESOS 2023 (No.1). The 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 FY 2024-25, 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 46^th AGM.

Disclosure pursuant to the provisions of Regulation 14 of the SBEB & SE Regulations as at March 31, 2025 is annexed as Annexure-I.

The 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

Your Company has formulated Shriram Finance Limited Employees Phantom Stock Appreciation Rights Plan 2024 (“PSAR Plan”) 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 longterm 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, the provisions of SBEB & SE Regulations do not apply to the said PSAR Plan.

Under the PSAR Plan, the Nomination and Remuneration Committee at its meeting held on March 24, 2025, approved the granting of:

i. 1,65,000 SAR Units to Whole-Time Directors,

ii. 1,80,000 SAR Units to Key Managerial Personnel (KMP) other than Whole-Time Directors and

iii. 9,35,000 SAR Units to Senior Management Personnel (SMP)

DIRECTORS

Appointment of Independent Directors

The 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 commencing from June 1, 2024 to May 31, 2029, subject to approval of Members of the Company. It is recalled that the Members of the Company in the last Annual General Meeting i.e. 45^th AGM held on July 30, 2024 approved the appointment of Mr. Gokul Dixit (DIN 00357170) and Mrs. M. V. Bhanumathi (DIN 10172983) as Independent Directors of the Company by way of passing the special resolutions.

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

It is recalled that the Members of the Company in the last Annual General Meeting i.e. 45^th AGM held on July 30, 2024 elevated and re-designated Mr. Parag Sharma (DIN 02916744) as Managing Director & CFO of the Company w.e.f. June 01, 2024 on the same remuneration for the remainder tenure of present term of his appointment i.e. up to December 12, 2026.

Re-appointment of Director retiring by rotation

Mr. Ignatius Michael Viljoen (DIN 08452443), Non-Executive Non-Independent Director of the Company will retire by rotation at the ensuing 46^th AGM and being eligible, offers himself for re-appointment. The Nomination and Remuneration Committee and the Board of Directors in their respective meetings held on April 24, 2025 and April 25, 2025 considered and recommended to the Members the

re-appointment of Mr. Ignatius Michael Viljoen as NonExecutive Director of the Company. The necessary resolution for his re-appointment as director of the Company retiring by rotation together with requisite disclosure is set out in the Notice of the 46^th AGM.

Cessation of Directors upon completion of tenure of directorship

Mr. S. Sridhar (DIN 00004272) and Mrs. Maya S. Sinha (DIN 03056226) Independent Directors had completed their tenure of directorship in the Company on October 19, 2024 and December 3, 2024 respectively pursuant to Section 149(11) of the Act. Consequently, they ceased to be a Director of the Company with effect from October 20, 2024 and December 4, 2024 respectively. The Company and senior management was immensely benefitted from their mature advice and guidance. The Board had expressed its sincere gratitude and placed on record its appreciation of their significant contribution during their tenure as Directors of the Company.

Fit and Proper and Non-Disqualification Declaration by Directors

All the Directors of the Company have confirmed 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. There has been no change in the circumstances affecting their status as Independent Directors of the Company. Further, the Independent Directors have also confirmed that they are not debarred from their office of director by order of SEBI or any other authority.

Policies on appointment of Directors and Remuneration

The 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. The Board consists of directors possessing diverse skill, rich experience to enhance quality

of its performance. The Company has adopted a Policy on Board Diversity formulated by the Nomination and Remuneration Committee. The 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. These Policies are available on the Company’s website at https://www. shriramfinance.in/investors/governance. The 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

During the Financial Year 2024-25, 9 (Nine) meetings of the Board of Directors were held on April 26, 2024, May 13, 2024, June 01, 2024, July 26, 2024, July 30, 2024, October 25, 2024, November 15, 2024, January 24, 2025 and March 24, 2025. The details of the Board and various Committee meetings including their attendance are given in the Corporate Governance Report.

Performance evaluation at Board and Independent Directors’ Meetings

The 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 24, 2025 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 2024-25 on the basis of a structured questionnaire on performance criteria. The Policy on performance evaluation is available on the website of the Company. The Board expressed its satisfaction with the evaluation process. The 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.

The 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.

The Independent Directors met on March 24, 2025 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. They assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board. The minutes of the Independent Directors’ meeting were placed before the Board Meeting held on April 25, 2025 and the same were noted by the Board. The Independent Directors expressed satisfaction over the performance and effectiveness of the Board, individual NonIndependent Directors and the Chairman.

They also expressed satisfaction with regard to the flow of information between the Management of the Company and the Board. The Management took note of various suggestions made in the meeting of Independent Directors.

The Independent Directors played active role in Board as well as Committee meetings in which they are members. The 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. The members of the Audit Committee without the presence of members of Management also had a separate meeting with credit rating agencies.

KEY MANAGERIAL PERSONNEL

During the year under review, there was no change (appointment/resignation) in the Key Managerial Personnel of the Company. The 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 Companies Act, 2013 the Directors to the best of their knowledge and belief confirm that:

a) In the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed and there are no material departures;

b) The accounting policies as mentioned in note 1 to note

7 to the Standalone financial statements and note 1 to

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, 2025 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) The annual accounts for the financial year ended March 31, 2025 have been prepared on a going concern basis;

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

f) They have 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 generally 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. The 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.

The Company has appointed Vinay and Keshava LLP, Chartered Accountants for obtaining reasonable assurance on BRSR core indicators and the Assurance Report issued in this regard forms part of BRSR for the Financial Year 2024-25.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR Committee comprises of following directors namely, Mr. Umesh Revankar - Chairman, Mr. Pradeep Kumar Panja and Mr. Y. S. Chakravarti as members. The CSR Report for the Financial Year 2024-25 is annexed to this report as Annexure-II. The details of the ongoing and other than ongoing CSR projects/ programs/ activities are included in the CSR Report. The 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?section=annual-reports.

CONSERVATION OF ENERGY, TECHNICALABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

The information pursuant to Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 is as follows:

a. Your Company’s operations are not energy intensive. Company continues its initiatives for conservation of energy, the details of which are given in Business Responsibility and Sustainability Report.

b. Technology absorption -

(i) the efforts made towards technology absorption-Digital Initiatives

During the year under review, your Company had taken various Digital Initiatives which included the following:

• launch of Shriram One Super Store (App and Web), a revolutionary all-in-one financial platform enabling users to manage loans, payments, investments, insurance, and credit score and the same was also recognized as

the “Best Product Innovator NBFC” at the INDIA NBFC Summit & Awards 2023.

• launch of a complete paperless process for onboarding, underwriting, and disbursal across Shriram Super Web and Shriram One App, with 30 digital loan journeys.

• recognized by Industry in Digital Transactions, ranked 40^th in UPI transactions, ahead of major players and ranked under 20^th in BBPS Transactions, ahead of many other players.

• gained Operational Efficiency in automated digital document management, increased online transaction volume with reduced errors, faster turnaround times with enhanced customer experience, etc.

Digital Adoption & Technological Innovations

34% of total existing customers onboarded digitally, 66% of customers onboarded digitally are New to the Company, 68% of customers onboarded are active on digital platforms and 85% of the total customers onboarded have conducted atleast one transaction digitally.

Automated Credit Deaccessioning and Customer Segmentation

30 digital journeys available on Shriram One (Super App & Web) for seamless customer onboarding, underwriting, and loan servicing, utilizes big data analytics to offer personalized loan products based on customer profiles and enhanced cross-sell and up-sell strategies, improving customer engagement.

Revolutionizing Digital Credit Management -LOS

Your Company has embraced best-in-class digital credit management practices to enhance efficiency and customer experience. At the core of this transformation is Loan Origination System (LOS), a strategic initiative aimed at streamlining loan processing, reducing turnaround time (TAT), and improving user-friendliness through automation and AI-driven solutions.

Key Features & Innovations

• 45% Reduction in Data Entry Fields: Faster application processing.

• Enhanced UI/UX with Flutter Migration: Improved usability and customer experience.

• Integrated KYC stack: Efficient data validation and retrieval.

• Digital Document Collection & e-Signing: Minimizing physical paperwork and reducing costs.

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution -

During the year under review, your Company had seen significant reduction in loan processing time, cost savings, increased productivity for sales executives, higher adoption rates, gained Customer-Centric Benefits such as faster & more efficient loan approvals, enhanced dealer perception, seamless documentation & application process, dynamic pricing & loan eligibility insights, etc.

Commitment to Security & Digital Growth - Ziva 2.0 ensures robust data security while expanding digital capabilities, allowing customers to apply, track, and receive loan updates online. By leveraging technology, the Company has cemented its reputation as a market leader, driving innovation and delivering exceptional service in the financial industry.

Key Pillars of the Company’s Digital Strategy

Omni-channel Orchestration, AI-Driven Personalization, Super App to Super Store Transition, Automated Customer Service, SEO-Optimized Digital Assets, Data-Driven Lending & Expansion, etc. This structured plan ensures that the Company remains at the forefront of digital financial services, customer engagement, and business expansion over the next 3-5 years.

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable

(iv) the expenditure incurred on Research and Development -

Your Company has not incurred any expenditure on Research and Development during the year under review.

c. The Company earned Foreign Exchange Earnings of

Rs. 1.69 crores.

d. Outgo under Foreign Exchange - Rs. 555.69 crores.

LOANS, GUARANTEE OR INVESTMENTS IN

SECURITIES

The 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

During the year under review, all related party transactions entered into by the Company were in the ordinary course of the business and at 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(ies) entered into in the ordinary course of business on an arm’s length basis, refer to the Note 51 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:// cdn.shriramfinance.in/sfl-kalam/files/2025-04/Policy-on-Materiality-of-Related-Party-Transactions.pdf

There 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-a-vis the Company save and except the payment of sitting fees and commission paid to Independent Directors, remuneration to Whole-Time Directors apart from transactions in the ordinary course of business and at an arm’s length basis at par with any member of general public. The Company did not advance any loans to any of its Directors. The details of the transactions with Related Parties are provided in the Note 51 to the Financial Statements.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The 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. The Vigil Mechanism ensures standards of

professionalism, honesty, integrity and ethical behaviour. The Whistle Blower Policy/Vigil Mechanism is uploaded on the Company’s website: https://cdn.shriramfinance.in/ sfl-kalam/files/2025-04/Whistle-Blower-Vigil-Mechanism-Policy-2025 0.pdf.

FINANCIAL SUMMARY/HIGHLIGHTS

Income for the Financial Year 2024-25 increased by 25.10% to Rs. 43,783.52 crores (including exceptional items) as compared to Rs. 34,997.61 crores in the previous Financial Year 2023-24;

Income from operations for the Financial Year 2024-25 was Rs. 41,834.42 crores as compared to Rs. 34,964.41 crores in the previous Financial Year 2023-24, a growth of 19.65%;

Profit before tax for the Financial Year 2024-25 was Rs. 12,606.02 crores as compared to Rs. 9,683.64 crores in the previous Financial Year 2023-24;

Profit after tax for the Financial Year 2024-25 was Rs. 9,761.00 crores as compared to Rs. 7,190.48 crores in the previous Financial Year 2023-24.

Interest income increased by 19.96% from Rs. 33,599.66 crores for the year ended March 31, 2024 to Rs. 40,307.64 crores for the year ended March 31, 2025.

Finance costs increased by 24.67% from Rs. 14,802.60 crores for the year ended March 31, 2024 to Rs. 18,454.58 crores for the year ended March 31, 2025.

Other expenses increased from Rs. 1,776.40 crores for the year ended March 31, 2024 to Rs. 2,275.04 crores for the year ended March 31, 2025.

Our fees and commission expenses for the Financial Year 2024-25 was Rs. 572.46 crores as compared to Rs. 432.21 crores in Financial Year 2023-24.

RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROL SYSTEM

The Company’s Risk Management Policy deals with identification, mitigation and management of risks across the organisation. This has been dealt with the Management Discussion and Analysis annexed to the Annual Report.

The Company’s well-defined organisational 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.

The financial control framework includes internal controls, delegation of authority procedures, segregation of duties, system access controls, and document filing and storage procedures. The Internal Auditor ensures the continued effectiveness of the Company’s internal control system. The Audit Committee reviews internal financial control reports prepared by the internal auditor. The Company has framed risk based internal audit policy as part of its oversight function. The 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

The Audit Committee comprised of the following Independent Directors:

During the year under review, all recommendations of the Audit Committee were approved and accepted by the Board. For brief terms of reference, please refer to Report on Corporate Governance.

FRAUD MONITORING AND REPORTING

Pursuant to revised Master Directions - “Reserve Bank of India (Fraud Risk Management in NBFCs) Directions, 2024” on Fraud Risk Management in Non-Banking Financial Companies (NBFCs) (including Housing Finance Companies) dated July 15, 2024 issued by Reserve Bank of India (“Master Directions”), your Company has constituted Special Committee of the Board for Monitoring and followup cases of Frauds (SCBMF) to oversee the effectiveness of fraud risk management and to monitor the cases of frauds, including root cause analysis and mitigating measures and strengthen the internal controls, risk management framework to prevent / minimize the incidence of frauds.

Your Company has prepared Framework for Early Warning Signals (EWS) on Fraud that aims to establish a robust system for the early detection and prevention of fraud. The framework outlines the governance structure, key indicators, and reporting mechanisms to ensure timely identification and mitigation of fraudulent activities. Your Company also has in place Fraud Risk Management & Prevention Policy.

Audit Committee reviews incidents of fraud quarterly. During the year under review, instances of frauds were detected and reported by the Management to the Audit Committee and the Board as per the Master Directions. Among other things, details reported included modus operandi, amount involved, identity of the perpetrators of fraud, action taken against them and remedial actions taken to mitigate the risk. Further, the same was also reported to RBI and Joint Statutory Auditors. The Joint Statutory Auditors, in turn, have also brought these cases to the attention of the Audit Committee pursuant to circular issued by National Financial Reporting Authority (‘NFRA’) dated June 26, 2023.

During the year under review, the amount involved in above said cases were approximately Rs. 7.82 crores in aggregate out of which around Rs. 0.46 crores has been recovered till date. Pursuant to Section 143(12) of the Act read with the Companies (Audit and Auditors) Rules, 2014, one instance of fraud committed by the employees of the Company was reported by the previous Joint Statutory Auditors to the Audit Committee and the Central Government. The nature of these frauds covered documentation fraud, identity theft and misappropriation of funds.

The Company confirms that none of the above reported frauds had involvement of the Management or an employee having a significant role in the Company’s internal control system over financial reporting.

CYBER SECURITY

Your Company adopted ISO 27001- 2022 standards, practices its processes and upgrade its implementation on regular basis to maintain the information security as per the market trend.

Your company has established disaster recovery centres and have in place various security controls to mitigate risks, safeguard the Company against security breaches and technological lapses located in different 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’s Corporate Governance process. To improve cyber security system, the Company continuously invests towards upgrading the technology, IT security related implementation, training and awareness programme. Your Company follows Zero-Trust Security model to strengthen the security of all users devices without sacrificing performance.

During the year, new initiatives were taken in areas of Digital Platforms, API Security, Email Security and Attack Surface Management. Your Company has also adopted a continuous Vulnerability Assessment and Penetration Testing (VAPT) to protect all our digital assets.

OTHERS

• There 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.

• There 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 50 of the financial statement containing details of the contingent liabilities.

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

• The 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 25, 2025, the Company had arranged online Training Workshop under the POSH Act at PAN India Level, to make the Internal Complaints Committee members aware of the provisions of the POSH Act. One of the renowned Advocates of Bombay High Court conducted the training. The 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. The following is a summary of Sexual Harassment complaint(s) received and disposed of during the FY

2024-25, pursuant to the POSH Act and Rules framed thereunder:

a) Number of complaint(s) of Sexual Harassment received during FY 2024-25 - 4 (four)

b) Number of complaint(s) disposed off during FY 2024-25 - 4 (four)

c) Nature of action taken by the Company - Out of 4 cases reported, one case fell under the purview of POSH Act and the same was upheld. The employee was terminated from the services of the Company.

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

• The 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.

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

• There 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.

• During the year under review, there was no instance of one-time settlement with Banks or Financial Institutions. Hence, the reasons of difference in the valuation at the time of one-time settlement and valuation done while taking loan from the Banks or Financial Institutions are not reported as per Rule 8(5)(xii) of Companies (Accounts) Rules, 2014.

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

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

• The Company has completed all corporate actions within the specified time limits.

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

• The 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). Thus, 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

Acquisition of new Subsidiary - Shriram Overseas Investments Private Limited

The 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 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” or any other name as may be approved by Registrar of Companies to align the name with the business of Primary Dealership.

The 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. The 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. There exists significant opportunity

to access to fixed income market with guaranteed source of funds through acquiring Primary Dealership license from RBI.

Update from April 1, 2025 and upto the date of this Report

On April 1, 2025, the RBI had conveyed its approval for change in control of SOIPL by way of acquisition of 100% shareholding in SOIPL by the Company and the appointment of Mr. Umesh Revankar, Executive Vice Chairman and Mr. Parag Sharma, Managing Director & CFO of the Company as Directors on the board of SOIPL, subject to compliance with conditions specified therein.

Cessation of Subsidiary - Shriram Housing Finance Limited

During the year under review, the 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 Shriram Housing Finance Limited, high value debt-listed non-material subsidiary of the Company (“SHFL”) 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, 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. In this regard, the Share Purchase Agreement was executed on May 13, 2024.

SHFL had received approval from the Competition Commission of India (‘CCI’) and the Reserve Bank of India (‘RBI’) on August 20, 2024 and October 21, 2024, respectively.

Accordingly, the Company had transferred 308,111,107 equity shares of SHFL to the Purchaser for a consideration of Rs. 3,929.03 crores on December 11, 2024, Consequently, SHFL ceased to be subsidiary of the Company with effect from December 11, 2024.

Associate - Shriram Automall India Limited

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, 2025, SAMIL has 126 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, 2025, its total income from operations and Net Profit was Rs. 233.89 crores and Rs. 27.64 crores respectively, on consolidated basis. The 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. The 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.

During the Financial Year 2024-25, SHFL had ceased to be subsidiary of the Company and there was no other entity which became or ceased to be subsidiary, joint venture or associate 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 names of the top ten employees in terms of remuneration drawn and the particulars of the employees who were in receipt of remuneration in excess of Rs. 1,02,00,000 during the year or excess of Rs. 8,50,000 per month during any part of the year as 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 forming part of this Report is open for inspection by the Members through electronic mode. 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. Any Member interested in obtaining a copy of the same may write to the Company Secretary at secretarial@shriramfinance.in.

The Managing Director & CEO of the Company as per the terms of his appointment, did not draw any commission or remuneration from SHFL during the year.

STATUTORY AUDITORS

In compliance with the RBI Guidelines on appointment of statutory auditor(s) by Non-Banking Financial Company

(“NBFC”) vide Circular RBI/2021-22/25 Ref. No. DoS. CD.ARG/SEC.01/08.91.001/2021-22 dated April 27, 2021 (“RBI Guidelines”) and pursuant to Section 139(8)(i) of the Act, the Members of the Company appointed M/s. G. D. Apte & Co., Chartered Accountants, Mumbai (ICAI Firm Registration No. 100515W) and M/s M M Nissim & Co LLP, Chartered Accountants, Mumbai (ICAI Firm Registration No. 107122W/W100672) as the Joint Statutory Auditors of the Company at the 45^th Annual General Meeting held on Tuesday, July 30, 2024 to hold office from the conclusion of 45^th Annual General Meeting of the Company till the conclusion of 48^th 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.

Approval of the Members at the ensuing 46^th AGM of the Company is being sought for fixation of remuneration of Joint Statutory Auditors of the Company for the Financial Year 2025-26 based on recommendation of the Audit Committee and approval of the Board of Directors pursuant to Section 142 and other applicable provisions of the Act.

The Joint Statutory Auditors holds a valid peer review certificate as prescribed under Listing Regulations.

The 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 Joint Statutory Auditors have also submitted an additional report dated April 25, 2025, for the Financial Year 2024-25 which has been filed with RBI. There 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 2024-25 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 2024-25 issued by SPNP & Associates, Practicing Company Secretaries is annexed to this report as Annexure-IV. The report does not contain any qualification, reservation or adverse remark.

Pursuant to amended Regulation 24A of the Listing Regulations, shareholders’ approval is required for

appointment of Secretarial Auditors. Further, such Secretarial Auditor must be a peer reviewed Company Secretary from Institute of Company Secretaries of India (ICSI) and should not be disqualified to act as a Secretarial Auditor and cannot render prohibited services in accordance with the Listing Regulations and as specified by ICSI.

Accordingly, pursuant to 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 of the Company in their respective meetings held on April 24, 2025 and April 25, 2025 approved and recommended to the Members of the Company, the passing of necessary resolution at the ensuing 46^th AGM of the Company for the appointment of M/s. V Suresh Associates, Practising Company Secretaries (Firm Registration Number: P2016TN053700) (Peer Review No.:6366/2025) (“Firm”) as Secretarial Auditor of the Company from the conclusion of 46^th Annual General Meeting till the conclusion of 51^st Annual General Meeting of the Company to conduct Secretarial Audit for a term of five consecutive financial years ending March 31, 2026, March 31, 2027, March 31, 2028, March 31, 2029 and March 31, 2030.

M/s. V Suresh Associates have informed the Company that they are eligible to be appointed as Secretarial Auditor of the Company and confirmed that their appointment if made, would be within the limit specified by ICSI. They have further confirmed that they did not incur any of the disqualifications as specified under Regulation 24A of the Listing Regulations.

Approval of the Members at the ensuing 46^th AGM of the Company is also being sought for fixation of remuneration of Secretarial Auditor of the Company for the Financial Years 2025-30.

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;

• t he Certificate duly signed by the Managing Director & CEO and the Managing Director & CFO on the Financial Statements of the Company for the year ended March 31, 2025 as submitted to the Board of Directors at its meeting held on April 25, 2025;

• 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.

The Certificate from M/s. V Suresh Associates, Practicing Company Secretaries confirming compliance with the conditions of Corporate Governance is annexed to this report as Annexure-V.

RECOGNITIONS/AWARDS/ACCOLADES RECEIVED BY YOUR COMPANY DURING THE YEAR Human Resources

• Certified by Great Place to Work Institute as a ‘Great Place to Work in India’

• Best Organizations for Women by ET NOW-2025

• Recognised by India’s Best Workplaces in Health & Wellness 2024

Business

• Silver Shield in Category-V - Financial Services Sector (other than Banking and Insurance) at the ICAI Awards for Excellence in Financial Reporting 2023-24.

• IFR Structured Finance Issue of the Year by IFR Asia.

• Winner under the category of Securitisation Deal of the Year at the ASSOCHAM 7^th National Summit & Awards - Corporate Bond Market 2024.

Sustainability

• Your Company was declared as the Winner under the category of ‘ESG - Issuer’ of the Year at the ASSOCHAM 7^th National Summit & Awards - Corporate Bond Market 2024.

• Best Social Loan by NBFI India The Asset Triple A Awards

Information Technology

• Best Digital Transformation Initiative (Investment Management) for Super App at the BFSI Technology Excellence Awards 2024

• Best Digital CX strategy for Gen AI based Customer Support System

• Best User Experience for Super App

• Best Digital CX product for Ziva 2.0

ACKNOWLEDGEMENT

The 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. The 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.