Your Directors have pleasure in presenting the 23^rd Annual Report of the Company together with the audited financial statements for the financial year ended March 31, 2026.

1. FINANCIAL SUMMARY /PERFORMANCE OF THE COMPANY:

The standalone and consolidated financial statements for the financial year ended March 31,2026 (‘FY26'), forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs and other relevant provisions of the Act, circulars, guidelines and directions issued by the Reserve Bank of India (“RBI”) from time to time.

Key highlights of financial performance of your Company are summarized below:

('in crore)

During the year under review, the Income from operations of the Company was T 906.59 crore. The Asset Under Management (AUM) of the Company wasT3,840.22 crore as on March 31, 2026, as compared to T 6,029.08 crore as on March 31,2025. During the year the Company suffered a loss before tax of T825.35 crore as compared to loss before tax of T 1,273.85 crore in FY 2025.

Since the Company has reported a loss for the year ended March 31, 2026, no amount has been transferred to the statutory reserves.

During FY26, the Company disbursements reached 3584.10 crore. As on March 31, 2026, Return on Asset (“RoA”) stood at (8.8%), Return on Equity (“RoE”) stood at (25.9%) on standalone basis and Capital Adequacy Ratio was at 29.76% on standalone basis.

Your Company has strong distribution network of 1,297 branches spread across 390 Districts of 19 states and 1 union territory. On portfolio quality, the Gross collection efficiency of portfolio was 95.79% for the quarter ended March 31,2026.

Your Company has AUM concentration norms at state, district & branch level which ensures low impact from

region-specific issues. Detailed information is provided in the Management Discussion and Analysis report.

1.1 Resource Mobilization

Your Company has raised T3,042.32 crore of debt during FY26. With the diversified lender base, your Company has raised T750 crore through issue of debentures, T1,048.50 crore through term loan, T911.90 crore through securitization and T331.92 crore through direct assignment. Your Company has a strong funding access with adequate liquidity stood at T1,376.77 crore as on March 31, 2026. The issue proceeds from non-convertible debentures have been fully utilised as per the objects of the issue.

2. DIVIDENDS:

Considering your Company's growth, future strategy and plans, your Directors considers it is prudent to conserve resources and do not recommend any dividend on equity shares for FY26.

There are no unclaimed dividends pertaining to previous years or the year under review. Accordingly, there is no requirement to transfer any amount to the Investor Education and Protection Fund (IEPF) in accordance with the provisions of Section 125 of the Companies Act, 2013.

3. OPERATIONAL HIGHLIGHTS AND FUNDRAISE:

The operational highlights of your company are as follows:

• During FY26, the Company continued its operations in 19 states and 1 union territory (viz. Andhra Pradesh, Bihar, Chhattisgarh, Goa, Gujarat, Haryana, Himachal Pradesh, Jharkhand, Karnataka, Kerala, Madhya Pradesh, Maharashtra, Odisha, Rajasthan, Tamil Nadu, Telangana, Uttar Pradesh, Uttarakhand, West Bengal, and Pondicherry).

• During FY26, the number of borrowers has decreased from 24.94 lakh to 11.46 lakh on a consolidated basis. The number of branches reduced from 1,804 to 1,457 across the states on a consolidated basis, primarily due merger and rundown of select branches as a part of the branch rationalization process undertaken by the Company.

• For FY26, total standalone disbursements stood at T3584.10 crore.

3.1 Securitization:

Your Company has used securitization to improve its asset and liability mix in line with extant guidelines of RBI on securitization. As of March 31, 2026, out of total AUM, securitized portfolio was T764.71 crore on a standalone basis.

3.2 Direct Assignment :

During the year, your Company has sold loan portfolio of T368.80 crore through Direct Assignment. Assigned portfolio was T354.76 crore out of total AUM of T3,840.22 crore as of March 31, 2026 on a standalone basis.

3.3 Public Deposits:

Your Company is registered with the Reserve Bank of India (RBI), as a non-deposit accepting NBFC under section 45-IA of the Reserve Bank of India Act, 1934, (RBI Act, 1934) and reclassified as NBFC-MFI, effective from April 13, 2015. Your Directors hereby report that the Company has not accepted any public deposits during the year and it continues to be a non-deposit taking non-banking financial company in conformity with the RBI guidelines.

3.4 RBI Guidelines:

As on March 31, 2026, the Company is in compliance of the regulatory requirements of Net Owned Funds (‘NOF') and Capital to Risk Assets Ratio (‘CRAR'), as defined under section 45-IA of the RBI Act, 1934, to carry on the business of a Non-Banking Financial Institution (‘NBFI'). Your Company's Capital Adequacy Ratio is as follows:

3.5 Statutory Reserve Fund:

As per section 45IC of RBI Act 1934, your Company is not in requirement to transfer any amount towards Statutory Reserve Fund for FY2026.

3.6 Asset Liability Management:

Your Company has a strong funding access with high quality liquid assets (HQLA) which covered the net cash outflow during FY26 in compliance with the RBI Circular on Liquidity Risk Management Framework for NonBanking Financial Companies and Core Investment Companies dated November 04, 2019 as amended from time to time.

Your Company continued to secure confidence from its lenders for providing funds for its business operations. Your Company has been maintaining a higher liquidity surplus with positive mismatch across all ALM buckets. Details of HQLA and LCR during FY26 are given below:

4. SHARE CAPITAL/DEBENTURES:

During FY26, the Company issued 1,73,91,304 Rights Equity Shares at an issue price of T230 per Rights Equity Share (comprising a face value of T10 and a premium of T220 per share) on a partly paid-up basis.

Of the total issue price, T115 (T5 towards face value and T110 towards securities premium) was payable on application, and the balance T115 (T5 towards face value and T110 towards securities premium) was to be paid in one or more subsequent call(s). The number, timing, and quantum of such call(s) will be determined by the Board/Capital Raising Committee from time to time, with completion on or before March 31, 2027,

unless extended by the Board or the Capital Raising Committee.

Pursuant to the allotment of Equity Shares under the Rights Issue, the Paid Up Equity Share Capital of the Company has increased from ^71,30,51,440 (Rupees seventy-one crore thirty lakh fifty-one thousand four hundred forty), representing 7,13,05,144 fully paid-up Equity Shares of face value T10 each, to ^79,97,23,250 (Rupees seventy-nine crore ninety-seven lakh twenty-three thousand two hundred fifty).

As on March 31, 2026, the Paid Up Share Capital of the Company stands at T79,97,23,250, comprising 7,13,05,144 fully paid-up Equity Shares of face value T10 each and 1,73,34,362 partly paid-up Equity Shares of paid-up value T5 each.

Allotment of shares under Employee Stock Options

During FY26, the Company has not made any issue of shares pursuant to the exercise of Employee Stock Options (ESOPs) by the eligible employees under the Spandana Employee Stock Option Schemes.

Preferential issue of shares and warrants

During FY26, the Company has not made any issue of shares or warrants under preferential basis and the Company has not issued shares with differential voting rights nor granted sweat equity. Further, the Company has also not provided any money for the purchase of its own shares by employees or for the benefit of employees of the Company.

5. EMPLOYEE STOCK OPTION PLAN (ESOP PLAN) AND EMPLOYEE STOCK OPTION SCHEME (ESOP SCHEME):

Your Company had instituted Spandana Employees Stock Option Scheme, 2018 (“the “ESOP Scheme 2018”) and Spandana Employees Stock Option Scheme, 2021 (“the “ESOP Scheme 2021”) under Spandana Employees Stock Option Plan, 2018 (the “ESOP Plan 2018”); and Spandana Employees Stock Option Scheme 2021- Series A” under Spandana Employees Stock Option Plan 2021- Series A (“ESOP 2021 - Series A”) to attract, retain, motivate the personnel for positions of substantial responsibility and to provide additional incentive to the Management team, Directors and Employees of the Company and its Subsidiaries. The Members of the Company have approved the ESOP

Plan 2018 and ESOP Scheme 2018 by passing a special resolution at their Meeting held on June 14, 2018. ESOP Scheme 2021 (under ESOP Plan 2018) was approved by the Members on March 26, 2021 by passing a special resolution through Postal Ballot. ESOP Scheme 2021 -Series A (under ESOP Plan 2021) was approved by the Members at the 18^th Annual General Meeting (“AGM”) of the Company held on September 28, 2021.

The Nomination and Remuneration Committee monitors the Plan in compliance with the Companies Act, 2013 (“the Act”), the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 {“SEBI (SBEB & SE) Regulations”} and related laws. A certificate from Secretarial Auditors of the Company that the Scheme has been implemented in accordance with SEBI (SBEB & SE) Regulations and are as per the

resolutions passed by the Members of the Company is being placed at the ensuing Annual General Meeting. The disclosures as required under the SEBI (SBEB & SE) Regulations have been placed on the website of the Company at https:// spandanasphoorty.com/investors.

6. AUDITORS:

6.1 Statutory Auditors:

As per Section 139 of the Act, read with the Companies (Audit and Auditors) Rules, 2014, the Members of the Company at the 21^st Annual General Meeting held on July 30, 2024, had appointed BSR & Co. LLP, Chartered Accountants (Firm Registration No101248W/W-100022) as Statutory Auditors of the Company to hold office for a term of three consecutive years from conclusion of the 21^st Annual General Meeting till the conclusion of the 24^th Annual General Meeting of the Company to be held in the calendar year 2027, subject to their continuity of fulfilment of the applicable eligibility norms.

The Audit Reports given by the Statutory Auditors on the Annual Audited Consolidated and Standalone Financial Statements of the Company for FY26 is unmodified and the same forms part of the Annual Report. The Auditors' Reports read along with the Notes on the Annual Audited Consolidated and Standalone Financial Statements are self-explanatory and do not call for any further clarifications under Section 134(3) (f) of the Act.

There has been no qualification, reservation or adverse remark or disclaimer in our Reports.

During FY26, the Auditors had not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3) (ca) of the Act.

6.2 Secretarial Auditors:

Pursuant to the requirements of Section 204(1) of the Act read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI Listing Regulations, the Members of the Company at the 22^nd Annual General Meeting held on September 16, 2025, had appointed M/s. Alwyn Jay & Co., Company Secretaries in Practice, (Firm Registration No: P2010MH021500),as the Secretarial Auditors of the Company to hold office for a consecutive term of 5 years from FY 2025-26 to FY 2029-30 subject to their continuity of fulfilment of the applicable eligibility norms.

During FY26, the Secretarial Auditors had not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

Further, in accordance with Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), M/s Alwyn Jay & Co., Company Secretaries in Practice, has issued the Annual Secretarial Compliance Report, confirming compliance of the applicable SEBI

regulations and circulars / guidelines issued thereunder by the Company. The Secretarial Audit Report and Annual Secretarial Compliance Report for the financial year ended March 31, 2026, are annexed to this report as “Annexure I and Annexure II” respectively.

During FY26, your Company has complied with the provision of applicable Acts, Rules, Regulations, Guidelines and applicable Secretarial Standards issued by the Institute of Company Secretaries of India, etc.

6.3 Internal Auditors:

The Company has an independent internal audit department headed by Chief Internal Auditor, Mr. Sunand Sahu. The internal audit department broadly assesses and contributes to the overall improvement of the organization's governance, risk management, and control processes using a systematic and disciplined approach. In line with applicable RBI guidelines on Risk Based Internal Audit, the Company has adopted a Risk Based Internal Audit Policy and the internal audit team follows the same which helps the organization to identify the risks and address them accordingly based on the risk priority and direction provided by the Board of Directors. The Internal audit reports are presented to the Audit Committee of the Board on a quarterly basis. Based on the reports of the internal audit team, the process owners undertake corrective action in their respective areas.

6.4 Cost Auditors:

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

7. HOLDING / SUBSIDIARY COMPANIES / ASSOCIATES / JOINT VENTURES:

The Company has following subsidiaries as on March 31, 2026:

The statement required to be provided with respect to subsidiaries, associate companies and joint ventures pursuant to the provisions of Section 129(3) of the Act and Rule 5 of the Companies (Accounts) Rules, 2014 in Form AOC - 1 is annexed herewith as “Annexure III”.

During FY26, none of the Company ceased to be the Company's subsidiaries, joint ventures, or associate companies. Further, the Company had proposed merger of the Company and its subsidiary Criss Financial Limited. Accordingly, the Company has constituted a Merger Steering Committee, to evaluate and finalise

the terms of the proposed merger, facilitate effective decision making on matters related to the proposed merger, and make a final proposal to the Board for its consideration and approval.

Based on the recommendations of the Merger Steering Committee, the Board will consider the proposed merger for its approval.

Regulation 16(1 )(c) of the SEBI Listing Regulations defines “material subsidiary” as a subsidiary whose turnover or net worth exceeds 10% of the consolidated turnover or net worth respectively, of the listed holding company and its subsidiaries at the end of the immediately preceding financial year. None of the subsidiaries mentioned hereinabove was a material subsidiary as per the thresholds laid down under the SEBI Listing Regulations as on March 31, 2026.

The Audited Financial Statements, the Auditors Reports thereon and the Board's Reports for the year ended March 31, 2026, of the subsidiary companies, shall be available for inspection by the Members of the Company at the registered office, during business hours on all working days up to the date of the ensuing Annual General Meeting. A Member who is desirous of obtaining a copy of the accounts of the subsidiaries companies is requested to write to the Company Secretary of the Company at shareholders@ spandanasphoorty.com. Further, pursuant to the provisions of section 136 of the Act, the financial statements, consolidated financial statements of the Company and separate financial statements along with auditors reports thereon of each of the subsidiary is also available on the website of the Company at https:// spandanasphoorty.com/investors.

8. CONSOLIDATED FINANCIAL STATEMENTS:

The consolidated financial statements have been prepared in accordance with Indian Accounting Standards (Ind AS) as prescribed in the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time and notified under section 133 of the Companies Act, 2013 (the Act), the circulars, guidelines and directions issued by the Reserve Bank of India (RBI) from time to time (“the RBI guidelines”) and other accounting principles generally accepted in India.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The composition of the Board is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the SEBI Listing Regulations, with an optimum combination of Non-Executive Directors and Independent Directors. The affairs of your Company are being managed by a professional board comprising of eminent personalities having experience and expertise suited to guide the Company in the right direction. Details (including changes) of the Directors of your

Company during FY 26 and till the date of this report are as below:

The terms and conditions of appointment of Independent Directors are available on the website of the Company at https://spandanasphoorty.com/investors. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, expertise and hold highest standards of integrity.

The profile of the Directors is provided in the beginning of the Annual Report. For more details of the Directors, please refer the Corporate Governance Report.

9.1 Rotation of Directors:

In terms of the provisions of Section 152 of the Act, Mr. Sunish Sharma and Ms. Saakshi Gera, NonExecutive Nominee Directors of the Company, being longest in the office are liable to retire by rotation at the 23^rd Annual General Meeting and being eligible for reappointment, the Board of Director's at their meeting held on May 5, 2026, recommended the reappointment of Mr. Sunish Sharma and Ms. Saakshi Gera as the NonExecutive Nominee Directors to the Members of the Company.

Brief profile of Mr. Sharma and Ms. Gera along with Information as required under Regulation 36 of the SEBI Listing Regulations and SS-2 -Secretarial Standard on General Meetings with respect to Director's appointment forms part of the AGM Notice.

9.2 Declaration by Independent Directors:

The Company has received a declarations from all the Independent Directors of the Company, confirming that they meet the criteria of independence as prescribed under section 149 of the Act and have complied with the Code for Independent Directors as prescribed in Schedule IV to the Act.

9.3 Change in the Key Managerial Personnel of the Company:

In terms of Section 203 of the Act, the Key Managerial Personnel (‘KMPs') the Company as on March 31,2026, are: -

- Mr. Venkatesh Krishnan- Managing Director and Chief Executive Officer

- Mr. Ashish Kumar Damani- President and Chief Financial Officer

- Mr. Vinay Prakash Tripathi- Company Secretary

During FY 2026, Mr. Shalabh Saxena resigned and ceased to be the Managing Director & Chief Executive Officer with effect from April 23, 2025. Mr. Ashish Kumar Damani was appointed as Interim Chief Executive Officer with effect from April 23, 2025, and he ceased to be Interim Chief Executive Office pursuant to Appointment of Mr. Venkatesh Krishnan as Managing Director & Chief Executive Officer with effect from November 27, 2025.

9.4 Familiarisation Programme for Independent Directors:

The details of Familiarisation Programme for Independent Directors is elaborated in the Report on Corporate Governance which forms a part of this Report as Annexure VIII.

9.5 Board evaluation:

The details of Board evaluation of all the directors, committees, Chairman of the Board, and the Board as a whole is elaborated in the Report on Corporate Governance which forms a part of this Report as Annexure VIII.

10. MEETINGS OF THE BOARD OF DIRECTORS:

During FY26, 10 (Ten) Board Meetings were convened through in-person and AVEC means. The details related to Board Meetings are provided in Corporate Governance Report forming part of this Report.

The intervening gap between the Board Meetings is within the period prescribed under the Act and SEBI Listing Regulations. The notice and agenda of the meeting is circulated to all Directors sufficiently well in advance. All material information and minimum information required to be made available to the Board under Regulation 17 read with Schedule II Part-A of the SEBI Listing Regulations, were made available to the Board of Directors.

11. CODE OF CONDUCT FOR ITS DIRECTORS AND SENIOR MANAGEMENT:

Pursuant to Regulation 17(5) of the SEBI Listing Regulations, the Company has a Code of Conduct for its Directors and Senior Management (Code). The Code provides guidance and support needed for ethical conduct of business and compliance of law. The Code reflect the core values of the Company viz. Customer Value, Ownership Mindset, Respect, Integrity, One Team and Excellence. The Code is available at the website of the Company at https://www.spandanasphoorty.com/ code-of-conduct.

The Code has been circulated to Directors and Senior Management Personnel, and its compliance is affirmed by them as per Regulation 26(3) of the SEBI Listing Regulations. A declaration signed by the Company's Managing Director and Chief Executive Officer to this effect forms part of this Report as Annexure IV.

12. CORPORATE SOCIAL RESPONSIBILITY (CSR):

In terms of Section 135 and Schedule VII of the Act read with rules made thereunder; the Board of Directors of your Company have constituted a CSR Committee. The composition of the Committee is provided in the Corporate Governance Report forming part of this Report.

The details of the Corporate Social Responsibility Policy adopted by the Company have been disclosed on the website of the Company at https://spandanasphoorty. com/policies and the details of various CSR initiatives taken by the Company have been disclosed on the website of the Company at https://www. spandanasphoorty.com/programs-impact-latest.

The Annual Report on CSR activities is annexed to this report as “Annexure V”.

13. DETAILS OF COMMITTEES OF THE BOARD OF DIRECTORS OF COMPANY:

The Committees of the Board of Directors focuses on certain specific areas and make informed decisions in line with the delegated authority. They facilitate debate on important issues and can be effective forums for decision making. The following Board Committees, constituted by the Board of Directors functions as per their respective roles and defined scope:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Corporate Social Responsibility Committee

4. Stakeholders' Relationship Committee

5. Risk Management Committee

6. IT Strategy Committee

7. Asset Liability Management Committee

8. Capital Raising Committee

9. Merger Steering Committee.

10. Management Committee

The details of Committee's composition, terms of reference, number of meetings held including attendance for respective committee meetings are elaborated in the Report on Corporate Governance which forms a part of this report as “Annexure VIII”.

14. CORPORATE GOVERNANCE:

In terms of Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, the detailed Report on Corporate Governance along with a certificate on compliance of Corporate Governance conditions, received from M/s. Alwyn Jay & Co., Company Secretaries in Practice, forms part of this report as “Annexure VIII”.

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as required under Schedule V of the SEBI Listing Regulations, forms part of this report.

16. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

In pursuance of Regulation 34 of SEBI Listing Regulations, the Business Responsibility and Sustainability Report for FY26 is annexed to this report as “Annexure IX”.

17. THE ANNUAL RETURN:

Pursuant to sub-section (3)(a) of Section 134 and subsection (3) of Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of Annual Return as at March 31, 2026 is available on the website of the Company at the link: https://spandanasphoorty.com/investors.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information required under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 for the financial year ended March 31, 2026, are as follows:

18.1 Conservation of Energy:

Your Company operations are not energy intensive. However, measures are being undertaken to reduce energy consumption by using energy-efficient computers and electrical equipment. The Company believes in the optimum utilization of resources to reduce usage and conserve energy. Your Company is also exploring products to promote the use of renewable energy sources among clients in their households.

18.2 Research and Development (R&D):

Research and Development (R&D) remains a perpetual endeavour for our Company, encompassing social research and the creation of novel products and methodologies. This endeavour serves to elevate our service quality and bolster borrower satisfaction by fostering continuous innovation. Within the framework of Microfinance Institution (MFI) norms, your Company

has been tailoring diverse lending product versions to fulfil customer needs and thus reinforcing our commitment to serving our customers effectively.

18.3 Technology absorption, adaptation, and innovation:

As we continue to evolve in the digital age, it is imperative that we embrace technology to drive efficiency, enhance customer experience and maintain our competitive edge. Your Company is focused on modernizing core business solutions coupled with digitization and automation, leverage transformation solutions to drive cost and process efficiencies, enable analytics to reduce NPA, minimize credit loss, increase profitability, leverage insights driven data to upsell / cross sell products, manage risks effectively, design and deliver a scalable infrastructure to address expansion, build a secured environment to ensure no data breaches and comply with regulatory requirements.

To ensure successful technology absorption, the Company prioritizes continuous learning and training for our team members. By investing in their skill development and providing access to relevant resources, we empower our workforce to adapt to new technologies and drive innovation within the organization.

I n adapting technology and innovations to support business needs, the company focuses on implementing solutions that are specifically tailored to meet the unique needs and challenges of our industry and bring efficiency in the ecosystem. The Company is in the process of developing micro-services-based architecture to make all applications fully capable of becoming agile in change management processes as per continuously changing business needs of the industry.

The Company additionally recognizes the importance of customizing and integrating technology solutions to seamlessly fit into our existing processes and infrastructure. By working closely with technology partners and vendors, we ensure that the solutions we implement enhance efficiency and effectiveness across the Organization.

18.4 Foreign exchange earnings and outgo:

During the year under review, the foreign exchange outgo was equivalent to ^101.58 crore towards term loan interest & principal payments to foreign lenders, fees for technical services, other income (guarantee fee), etc.

19. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

As on March 31,2026, the total workforce of the Company is 9,405 employees with gender-wise composition comprises of 406 female employees, representing 4% and 8,999 male employees, representing 96%.

Further, the ratio of the remuneration of each director to the median's employee's remuneration and other

details in terms Section 197(12) of the Act read with Rule 5(1) of the Companies (Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014, has been annexed herewith as “Annexure VI” to this Report.

The details of employee remuneration as required under Section 197(12) of the Act, read with Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and second proviso to Section 136 of the Act are available for inspection without any fee, up to the date of the ensuing AGM and shall also be made available to any Member upon request. Members seeking to inspect such documents can send an email to shareholders@spandanasphoorty. com.

None of these employees is a relative of any Director of the Company.

20. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

During FY26, there were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future, therefore the disclosure under Rule 8 (5)(vii) of Companies (Accounts) Rules, 2014, is not applicable to the Company.

21. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

The details of Vigil mechanism are covered in the Corporate Governance Report forming part of this Report as Annexure VIII.

22. INVESTOR RELATION:

The Company has established a comprehensive Investor Relations Program to ensure that all investors remain consistently informed about key developments. Under this program, crucial information is regularly updated and made available on the Company's website, accessible through the Investors section.

The Company also informs the National Stock Exchange of India Ltd. (NSE) and BSE Limited (BSE) regarding earnings call, investors meet, press release on the financial results of the Company and such other matters having direct/indirect bearing on the share price of the Company, in compliance with the SEBI Listing Regulations.

23. BORROWER GRIEVANCES:

Your Company has a dedicated Borrower Grievance Cell to receive and handle the day-to-day grievances of the borrowers. Further, details of the Customer Support Service, Grievance Redressal Officer of MFIN (Microfinance Institution Network), Grievance Redressal Officer of Sa-dhan and Principal Nodal Officer are also mentioned on the website of the Company, and

a toll-free number is also displayed at every branch for the borrowers to lodge their complaints, if any. The borrowers can also directly reach out to the grievance redressal cell through the tollfree number to raise their concerns. All the grievances of borrowers are dealt expeditiously, in a fair and transparent manner.

The Company's Customer Support Grievance Redressal Mechanism, including the escalation matrix and relevant contact details, is available on the Company's website at: https://www.spandanasphoorty.com/ customer-support.

The Company has appointed an Internal Ombudsman, in accordance with the applicable RBI guidelines for NBFCs, to review complaints that have been fully or partially rejected with respect to the RBI's regulatory requirements.

24. CODE OF CONDUCT FOR INSIDER TRADING:

Your Company has duly formulated and adopted a Code of Conduct for Prohibition of Insider Trading and Internal Procedure in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended. The objective of this Code is to regulate, monitor and report trading by its Designated Persons and Immediate Relatives of Designated Persons towards achieving and protecting the interest of the Stakeholders at large.

This Code of Conduct is available on the Company's website at https://spandanasphoorty.com/code-of-conduct.

25. FAIR PRACTICE CODE:

Your Company has duly formulated and adopted Fair Practice Code (FPC) in compliance with the guidelines issued by RBI, to deliver quality services to the borrowers by maintaining highest levels of transparency and integrity. It also aims to provide valuable information to the borrowers for making an informed decision. The FPC (in English, Hindi, Oriya, Gujarati, Kannada, Bengali, Malayalam, Marathi, Tamil, Telugu Version) is available on the Company's website at https://spandanasphoorty.com/code-of-conduct.

26. RISK MANAGEMENT:

Risk management is ingrained in the Company's operational framework. Proper processes are in place for risk identification, measurement, reporting and management. The Company has a Risk Management Policy, wherein risk management practices are integrated into governance and operations and has developed a strong risk culture within the Organization. Further, the risk management process is continuously reviewed, improved and adapted in the context of changing risk scenario and the agility of the risk management process is monitored and reviewed for its appropriateness in the changing risk landscape. The process of continuous evaluation of risks includes taking stock of the risk landscape on an event-driven basis. Major risks identified by the businesses and

functions are systematically addressed through mitigating actions on a continuing basis.

The Board of Directors has constituted Risk Management Committee to identify, monitor and review all the elements of risk associated with the Company. The detail of the Risk Management Committee and its terms of reference are elaborated in the Report on Corporate Governance which forms a part of this Report as “Annexure VIII”.

27. DIVIDEND DISTRIBUTION POLICY:

Your Company has formulated a Dividend Distribution Policy in accordance with SEBI Listing Regulations, for bringing transparency in the matter of declaration of dividend and to protect the interest of investors. The Dividend Distribution Policy is available on the website of the Company at https://spandanasphoorty.com/ policies.

28. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT:

Pursuant to the provisions of Section 186 (11) of the Act, disclosure requirement w.r.t. particulars of loans given, investments made or guarantee given or securities provided is not applicable to the Company.

29. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Your Company has formulated a policy on Related Party Transactions (RPT Policy) and is available on Company's website at https://spandanasphoorty.com/policies .

This Policy deals with the review and approval of Related Party Transactions. The Board of Directors of the Company has approved the criteria for granting the omnibus approval by the Audit Committee within the overall framework of the RPT Policy. Prior omnibus approval is obtained for Related Party Transactions which are of repetitive nature and entered in the ordinary course of business and on an arm's length basis.

As per Regulation 23 of the SEBI Listing Regulations, any transaction with a Related Party is considered material if the transaction(s), whether entered into individually or taken together with previous transactions during a financial year, exceed the materiality thresholds prescribed under Schedule XII of the Regulations. Any such material Related Party Transaction requires prior approval of the Members of the Company by way of an ordinary resolution. These requirements apply even when the transactions are undertaken in the ordinary course of business and on an arm's length basis.

Prior to the amendments notified in 2025, any transaction with a Related Party shall be considered material, if the transaction(s) entered into/ to be entered into individually or taken together with the previous transactions during a financial year, exceeds T1,000 crore or 10% of annual consolidated turnover as per the last audited financial statements of the

Company, whichever is lower. Pursuant to the SEBI (LODR) Fifth Amendment Regulations, 2025, materiality is now determined in accordance with the scale based, turnover linked thresholds specified in Schedule XII of the Regulations.

For the Financial Year 2024-25, the annual consolidated turnover of the Company was T2424.09 crore. Accordingly, the applicable materiality threshold for Related Party Transactions, as per Schedule XII, works out to T242.41 crore (“Applicable Threshold for Material RPTs”).

Accordingly, during FY26, the Company obtained approval from the Members of the Company for entering into certain material Related Party Transactions and the details of the postal ballot and business transacted thereto are mentioned in the Corporate Governance Report forming part of this Report.

Further, all Related Party Transactions that fall within the prescribed materiality limits are reviewed and approved by the Audit Committee and the Board of Directors, in accordance with the provisions of Section 188 of the Companies Act, 2013 and Regulation 23 of the SEBI Listing Regulations.

There are no materially significant Related Party Transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. All Related Party Transactions are placed before the Audit Committee for approval. The details of the Related Party Transactions are disclosed as per Indian Accounting Standard (IND AS) - 24 and set out in the notes to the Financial Statements forming part of this annual report.

Particulars of contracts/ arrangements with Related Parties under Section 188 of the Act in Form AOC-2 is annexed with this report as “Annexure VII”.

30. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has a sound Internal Control System, commensurate with the nature, size, scale and complexity of its operations, which ensures that transactions are recorded, authorized and reported correctly. The Company has put in place policies and procedures for continuously monitoring and ensuring the orderly and efficient conduct of the business, including adherence to the Company's Policies, for safeguarding its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records. The Audit Committee periodically reviews and evaluates the effectiveness of internal financial control system.

31. DEBENTURE TRUSTEE:

To protect the Interest of the Debenture Holders of the Company, your Company has appointed the below mentioned Debenture Trustee:

Catalyst Trusteeship Limited

Registered Office: GDA House, Plot No. 85, Bhusari Colony (Right), Paud Road, Pune-411038

Tel: 9122-49220590/ Extn-587/537

Email: ComplianceCTL-Mumbai@ctltrustee.com

Website: www.catalysttrustee.com

32. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

Your Company has constituted an Internal Committee as required to be formed under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder which were notified on December 09, 2013.

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The Company had also conducted awareness programs for the employees during the year. During FY26, two complaints were received by the Committee under the aforesaid Act and the same was duly closed during the year. None of the complaints were pending for a period more than 90 days. The policy on Prevention of Sexual Harassment at workplace is available on the website of the Company at https://spandanasphoorty.com/policies.

33. DIRECTORS’ RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them,

your Directors make the following statements in terms

of Section 134(3)(c) of the Act:

a. that in the preparation of the annual financial statements for the financial year ended March 31, 2026; the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. that such accounting policies as mentioned in Note no. 3 of the Notes to the 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, 2026 and of the profit/loss of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual financial statements for the financial year ended March 31, 2026 have been prepared on a going concern basis;

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

f. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

During the year, the Company's credit ratings were revised by rating agencies. ICRA Limited revised the rating from ICRA A/Negative to ICRA BBB /Negative. CARE Ratings Limited revised the rating from CARE A/ Negative to CARE BBB /Stable. Similarly, India Ratings and Research Limited revised the rating from IND A/ Negative to IND BBB /Negative, while CRISIL revised the rating from CRISIL A-/Stable to CRISIL BBB /Stable.

35. APPLICATION UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

The Company has not made any application under the Insolvency and Bankruptcy Code, 2016 during FY 26.

36. 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:

The Company has not made any such valuation during the FY 26.

37. OTHER DISCLOSURES:

• The Company has not revised Financial Statements as mentioned under Section 131 of the Act during FY26.

• There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which these financial statements relate and the date of this Report.

• The information on the affairs of the Company has been provided in the Management Discussion and Analysis Report forming part of this Report.

• Details of Penalty or Strictures are disclosed in Corporate Governance Report forming part of this Report.

• there has been no change in the nature of business of the Company during FY26.

• During the FY 26, the Company has complied with provisions relating to the Maternity Benefit Act 1961.

38. GRATITUDE AND ACKNOWLEDGEMENT:

Your Board expresses its deep sense of gratitude to the Government of India, Reserve Bank of India, Stock Exchanges, Depositories and other Regulators for the valuable guidance and support, the Company has received from them during the year. The Board would also like to express its sincere appreciation of the co-operation and assistance received from its Stakeholders, Members, Bankers, Service Providers and other Business Constituents during the year. The Board places on record its appreciation of the dedicated services and contributions made by the employees for the overall performance of the Company.