Satin Creditcare Network Ltd

Dear Members,

It is our immense pleasure to present the 34^th Annual Report along with the audited financial statements of your Company for the financial year ended March 31,2024. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

FINANCIAL SUMMARY/HIGHLIGHTS, STATE OF AFFAIRS

OPERATIONS, FUND RAISE, PROSPECTS AND FUTURE PLANS

Operational Highlights in brief (Standalone basis)

- The aggregate Assets Under Management (AUM) of the Company stood at INR 10,59,281.81 Lakhs as on March 31, 2024. This represents a year on year (YoY) growth of 33.6% as compared to March 31,2023.

- Loan amount of INR 9,69,125.38 Lakhs was disbursed in 2023-24, representing an increase of 31.1% as compared to 2022-23.

- The Company disbursed 20,26,052 loans during 202324, an increase of 15.9% over 2022-23.

- Average loan amount disbursed per account during 2023-24 was INR 0.47 Lakhs as compared to INR 0.43 Lakhs during 2022-23.

- The Company has operations spread across 26 states & union territories and a total of 1,236 branches PAN India.

During the financial year under review, the Company saw 60% increase in its profitability with net profit of INR 42,284.41 Lakhs for the year ended March 31, 2024 as compared to a net profit of INR 26,432.92 Lakhs for the year ended March 31,2023. Profit before tax increased by 66% to INR 56,584.95 Lakhs. Total Income has increased from INR 1,75,341.41 Lakhs for the year ended March 31,2023 to INR 2,05,064.82 Lakhs for the year ended March 31, 2024 which is mainly due to increase in Assets Under Management (AUM) of the Company, improved portfolio quality and improved yield on AUM. The Return on Average Assets increased to 4.77% in 2023-24 as compared to 3.52% in 2022-23. The cost of

funds has come down marginally from 11.35% in 2022-23 to 11.30% in 2023-24. Net Interest Margin has improved to 13.15% in 2023-24 as against 11.51% (excluding extraordinary income of INR 35,200 Lakhs) in 2022-23. The Company's strong liquidity position provides significant headroom for growth. The Company has CRAR of 27.66% as on March 31,2024 as compared to 26.62% as on March 31,2023.

Credit Rating

Your Company believes that its credit rating and strong brand equity enables it to borrow funds at competitive rates. The credit rating details of the Company as on March 31, 2024 were as follows:

Operation's highlights

Fund Raise

(a) Resource Mobilization:

During the year under review, the Company has continued to diversify the sources of funds and raised a total sum of INR 9,83,217.70 Lakhs by way of equity issuances, short-term loans, long-term loans, issue of non-convertible debentures, external commercial borrowings, securitization and assignments. Out of overall fund raised, INR 33,781.25 Lakhs were raised through equity issuances and INR 9,49,436.45 Lakhs raised through borrowings, which includes INR 55,047.00 Lakhs by issuance of non-convertible debentures, INR 4,35,229.97 Lakhs by way of term loan, INR 4,03,104.26 Lakhs by way of Securitization and INR 22,710.97 Lakhs by way of Commercial Paper. The Company also raised term loans through external commercial borrowing (ECB) route of INR 33,344.25 Lakhs.

Subordinated Debts represented long term source of funds for the Company and the amount outstanding as on March 31,2024 was INR 33,005.00 Lakhs.

(b) Bank Finance:

As on March 31, 2024, borrowings from banks were INR 6,93,148.62 Lakhs as against INR 5,31,755.76 Lakhs as on March 31,2023.

Please refer the Management Discussion and Analysis Report for more information.

(c) Preferential Issue:

During the financial year 2021-22, the Company had allotted 2,46,15,384 fully convertible warrants ("Warrants") to entities belonging to promoter group and non-promoter group at an aggregate amount of INR 19,999.99 Lakhs. Further, out of entire consideration payable towards Warrants i.e. INR 19,999.99 Lakhs, the Company had received an amount of INR 4,999.99 Lakhs i.e., 25% of issue price before allotment of Warrants. Balance 75% was to be infused at the time of conversion of Warrants i.e. within 18 months from the date of allotment of Warrants i.e. January 25, 2022. During the financial year 2022-23, the Company had

received an amount of INR 6,218.74 Lakhs by way of conversion of 1,02,05,128 Warrants into equivalent number of Equity Shares.

Further, during the financial year 2023-24, the following Warrants were converted into Equity Shares, details are as follows:

i) On June 13, 2023 and July 07, 2023, the Company had allotted 32,82,052 & 29,23,076 Equity Shares of face value of INR 10 each at an issue price of INR 81.25 each to Trishashna Holdings & Investments Private Limited, an entity belonging Promoters and Promoter Group, respectively; and

ii) On July 21, 2023, the Company had allotted 82,05,128 Equity Shares of face value of INR 10 each at an issue price of INR 81.25 each to Florintree Ventures LLP an entity belonging to Non-Promoter Group.

Additionally, during the year under review, the Company received INR 249,99,99,928.80 (Indian Rupees Two Hundred Forty-Nine Crore Ninety-Nine Lakhs Ninety- Nine Thousand Nine Hundred Twenty-Eight and Eighty paisa only), in "Satin Creditcare Network Limited - QIP Escrow Account", towards issuance and allotment of 1,08,36,584 Equity Shares of face value of INR 10 each, at an issue price of INR 230.70 per Equity Share (including share premium amount of INR 220.70 per Equity Share), reflecting discount amount of INR 12.11 per Equity Share (i.e. 4.99% on the Floor Price of INR 242.81 per Equity Share) to 15 successful Qualified Institutional Buyers under the Qualified Institutions Placement ("QIP") route, in accordance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 read with Sections 42 and 62 of the Companies Act, 2013 ("the Act"), as amended, read with the rules made thereunder and all other applicable laws and regulations.

The Company had utilized the proceeds for the objects as stated in the Notice convening the Member's meeting and there has been NIL deviation or variation in the use of proceeds.

(d) Non-Convertible Debentures (NCDs):

i. During the year under review, the Company had successfully raised, by way of Private Placement basis:

a) INR 36,000 Lakhs through issuance of 36,000 Listed, Secured NCDs and INR 5,000 Lakhs through issuance of 5,000 Listed, Unsecured NCDs, having face value of INR 1,00,000 each. These secured and unsecured NCDs are listed on WDM segment of BSE Limited (BSE); and

b) INR 9,482 Lakhs through issuance of 9,482 Unlisted, Secured NCDs having face value of INR 1,00,000 each and INR 4,565 Lakhs through issuance of 45,650 Unlisted, Secured NCDs having face value of INR 10,000 each. ii. Details of NCDs which have not been claimed by the Investors:

There are no NCDs, which have not been claimed by the Investors or not paid by the Company after the date on which NCDs became due for the redemption.

COMPANY'S PROSPECTS, FUTURE PLANS AND BUSINESS OVERVIEW

The fiscal year 2024 stands out as a momentous chapter in our 33 year long journey, where we've reshaped countless opportunities, redefined our trajectory and met success in all financial and operational metrics. We witnessed growth in Assets Under Management ("AUM"), recorded the highest yearly disbursement, observed robust customer addition, maintained our pristine asset quality, improved our Net Interest Margin, reduced Opex Ratio and fortified our capital base, paving the way for a successful year for all our stakeholders.

Business Overview

Our AUM has crossed the milestone of INR 10,000 Crore during the year; YoY growth of 34% to reach INR 10,593 Crores as on March 31, 2024. The growth in AUM is primarily aided by healthy customer addition. We either have surpassed or are well within the guided range of our annual performance targets on various parameters during the reporting period. We continued to witness robust growth in our borrower base; added 7.8 Lakhs customers during 2023-24 with the borrower base reaching to 33.5 Lakhs as on March 31,2024. We forayed into two new states, Andhra Pradesh and Telangana, in line with our strategy to extend our inclusive charter to more individuals from low-income groups. With this expansion, our presence is spread across 26 states and union territories.

During the year under review, we maintained the trend of our healthy collections and asset quality. The On-Book GNPA of the Company stood at INR 198 Crore, which is 2.5% of the On-Book portfolio as compared to 3.3% as on March 31, 2023. The overall Provision Coverage Ratio stood at 83% as of March 31,2024, marking a significant increase from 64% recorded in March 31,2023.

We have a well-capitalized balance sheet with CRAR of 27.7% as on March 31, 2024 and ample liquidity of ~ INR 1,100 Crore.

Few key developments of the year are highlighted below:

• Successfully completed equity infusion of INR 250 Crore through QIP;

• Entered into a co-lending agreement with Karnataka Bank;

• Long-term credit rating upgraded to A (Stable) by ICRA from A- (Stable);

• Certified with the highest level of recognition, Gold level, by MicroFinanza Rating in accordance with the new framework of SPTF and CERISE.

The robust underpinnings of our organization, which includes our solid fundamentals, ethical work practices, customer-centric business approach and employee- focused operational framework, have ensured our continued social relevance. Through the collective efforts of our subsidiaries, we aim to extend a spectrum of financial services to our clients. As a result, we have emerged as the preferred financial ally for numerous low-income households throughout rural India.

Prospects

This year, the industry witnessed a remarkable surge in credit demand from the rural market, a trend vividly illustrated in the figures of the industry's loan portfolio. Over the years, the Indian microfinance model has remained resilient and fundamentally strong against all crisis. With RBI and SEBI showing concerted effort towards bolstering microfinance and emphasizing its strength and stability within the financial ecosystem, MFIs have benefitted in numerous ways. Various technological interventions in the financial sector have helped lower operational costs and promote financial inclusion. The Company shall continue to stay at the forefront of capitalizing its outreach, focusing on healthy asset quality and liabilities, which will help provide financial support to its borrowers, create a positive impact in their lives and thus create value for its stakeholders.

The microfinance industry's total loan portfolio reached to INR 3,99,442 Crore as on December 31, 2023, witnessed a growth of 24.6% YoY. The total number of active loans accounts were 14.6 Crore with 7.4 Crore unique borrowers as on December 31, 2023. NBFC-MFIs are the largest provider of micro-credit accounting for 39.1% to total industry portfolio as on December 31,2023. (Source: MFIN Micrometer Q3 FY23-24).

Future Plans

As we embark on the next chapter of our journey, we remain optimistic about demonstrating good growth in the years to come and being at the forefront, making meaningful differences and fulfilling rural aspirations with our diversified financial services. The Company's strategy for 2024-25 is to

achieve an AUM growth of 25%+ with focus on acquisition of new clients and geographical diversity.

Further, by harnessing the strength of our microfinance outreach, we endeavor to extend affordable housing and retail MSME loans specifically to clients who have completed more than two loan cycles with the Company and have higher credit requirements. As we progress on the path of expansion, we are poised to embrace greater profitability; expect to achieve a RoA of more than 4.0% in the coming fiscal year by limiting our credit cost and upholding cost efficiency.

With an extensive reach spanning Pan India, a distinctive operating model, a diversified product portfolio in secured and unsecured lending, a robust technology infrastructure, a diversified liability profile, and a strong balance sheet, we are poised to be at the forefront. Our aim is to be the ultimate one-stop financial services provider, primarily in rural India differentiated by our process and technology.

Please refer to the Management Discussion and Analysis Report for more information on your Company's Business Overview.

SHARE CAPITAL Authorised Share Capital

During the year under review, the Company had increased the Authorised Share Capital from INR 1,80,00,00,000 (Indian Rupees One Hundred and Eighty Crore only) divided into 10,50,00,000 (Ten Crore and Fifty Lakhs) Equity Shares of INR 10 (Indian Rupees Ten) each and 7,50,00,000 (Seven Crore and Fifty Lakhs) Preference Shares of INR 10 (Indian Rupees Ten) each to INR 2,00,00,00,000 (Indian Rupees Two Hundred Crore only) divided into 12,50,00,000 (Twelve Crore and Fifty Lakhs) Equity Shares of INR 10/- (Indian Rupees Ten) each and 7,50,00,000 (Seven Crore and Fifty Lakhs) Preference Shares of INR 10/- (Rupees Ten only) each, ranking pari-passu in all respects with the existing Equity Shares and Preference Shares of the Company, respectively, as per the Memorandum and Articles of Association of the Company.

Paid-up Share Capital

a. Equity Share Capital

The Paid up Equity Share Capital of the Company on April 1, 2023 stood at INR 85,22,41,250 divided into 8,52,24,125 fully paid Equity Shares of INR 10 each. During the year under review, the Company had raised aggregate amount of INR 33,781.25 Lakhs towards Equity Share Capital and allotted- a) 1,44,10,256 Equity Shares of INR 10 each to entities belonging to promoters & promoter group

and non-promoter group at an issue price of INR 81.25 per Equity Share pursuant to conversion of Warrants issued by way of Preferential Allotment, on June 13, 2023, July 07, 2023 and July 21,2023, respectively;

b) 1,08,36,584 Equity Shares of face value of INR 10 each, at an issue price of INR 230.70 per Equity Share under QIP route, on December 19, 2023.

As on March 31, 2024, the paid-up share capital of the Company stood at INR 110,47,09,650 comprising of 11,04,70,965 Equity Shares of face value of INR 10 each fully paid up. b. Preference Share Capital

As on March 31, 2024, the Paid-up Preference Share Capital of the Company stood as Nil.

DIVIDEND

In order to grow the business line of the Company and enhance the rate of return on investment of the Members, it is necessary to conserve the resources. The Directors are of the opinion of retaining the profits for the year within the Company, and thus, have not recommended any dividend on Equity Shares for the year ended March 31,2024.

The Board of Directors adopted a Dividend Distribution Policy which sets out the parameters in determining the payment / distribution of dividend. The details of Dividend Distribution Policy is placed on the Company's website at https://satincreditcare.com/wp-content/uploads/2021/08/ Dividend-Distribution-Policy.pdf.

AMOUNT TRANSFERRED TO RESERVES

An amount of INR 8,456.89 Lakhs, being 20% of the profit after tax (PAT) was transferred to statutory reserve of the Company pursuant to Section 45-IC of the Reserve Bank of India Act, 1934. Further, the closing balance of the retained earnings of the Company for 2023-24, after all appropriation and adjustments was INR 82,496.49 Lakhs.

DEPOSITS

The Company is registered with the Reserve Bank of India (RBI), as a Non-Deposit taking Non-Banking Financial Company - Micro Finance Institution (NBFC-MFI) under Section 45-IA of the RBI Act, 1934. The Directors hereby report that the Company has not accepted any public deposit(s) during the year under review and it continues to be categorized and operates as a NBFC-MFI Company in conformity with the guidelines of the RBI. Accordingly, disclosure under Section 35(1) of the RBI Master Direction - Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016 does not apply.

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS

During the year under review, in terms of the provisions of Section 186(1) of the Act, the Company did not make any investment through more than two layers of investment companies.

Since, the Company is Non-Banking Financial Company, the disclosures regarding particulars of the loan or guarantee given and security provided is exempt under the provisions of Section 186(11) of the Act read with rules made thereunder, as amended. Further, the details of investments made by the Company are given in the Notes to the Financial Statements.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The policies and procedures adopted by the Company take into account the design, implementation and maintenance of adequate internal financial controls, keeping in view the size and nature of the business. The internal financial controls ensure the orderly and efficient conduct of its business. The controls encompass safeguarding of the Company's assets, strict adherence to policies and prevention and detection of frauds and errors against any unauthorized use or disposition of assets and misappropriation of funds. These controls help to keep a check on the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. The Audit Committee ensures that all procedures are properly authorised, documented, described and monitored. The Company has in place technologically advanced infrastructure with computerization in all its operations, including accounts and MIS.

The Company has in place strong internal audit processes, systems and designs annual risk-based audit plan to ensure optimum portfolio quality and keep risks at bay. There is a risk-based audit methodology for field audits and corporate functions audits which are planned based on various risk based parameters. There is a full-fledged in-house Internal Audit department. The branch and regional office audits take place generally thrice a year and corporate function audits takes place as per periodicity defined in the approved internal audit plan.

The Audit Committee of the Board of Directors, comprising of Non-Executive Directors, periodically reviews the internal audit reports, covering findings, adequacy of internal controls and ensures compliances. The Audit Committee also meets the Company's Statutory Auditors to ascertain their views on the financial statements, including the financial reporting system, compliance to accounting policies and procedures, adequacy and effectiveness of the internal controls and systems followed by the Company. Information System Security controls enable the Company

to keep a check on technology-related risks and also improve business efficiency & distribution capabilities. The Company is committed to invest in IT systems, including back-up systems, to improve the operational efficiency, customer service and decision-making process.

High standards of the Company's internal control systems are adequately reflected in it receiving ISO 27001:2022 Certification post qualifying two stages of audit by third party certification body - Documentation audit and Control Testing audit. There is also an annual Surveillance Audit conducted by third party ISO Auditors to retain the certification. By implementing ISO 27001 standards, organization identify and mitigate potential security threats to financial data. This enhances the integrity, confidentiality and availability of financial information, reducing the risk of fraud, unauthorized access and data breaches. It demonstrates to stakeholders, including investors and customers, that the organization is committed to safeguarding sensitive financial information, thereby enhancing trust and credibility.

IT security controls are essential measures implemented to protect digital assets from unauthorized access, alteration, or destruction. These controls encompass a range of technologies, processes and policies designed to safeguard information systems, networks and vulnerabilities. There are robust cloud systems which have been implemented efficiently, ensuring scalability, security and reliability for seamless operations and data management.

The Company has been using "Centralized Shared Services Centre (CSS)" to be more vigilant in authentic on-boarding of customers. Centralized Shared Services, an outsourced process unit helps in verification of Loan Application and KYC documents by verifying the authenticity of the clients being disbursed. This has helped in filtering adverse customer selection & sanctioning.

MATERIAL EVENT RECORDED SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

There is no further material change and commitment affecting the financial position of the Company, which has occurred between the end of the financial year of the Company i.e. March 31,2024 and as on date of the Directors' Report.

DETAILS OF SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES, AS REQUIRED UNDER RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014 Subsidiary, Associate and Joint Venture Companies

The Company has following 2 (Two) wholly owned subsidiaries as on March 31, 2024. There are no associate or joint venture companies within the meaning of Section

2(6) of the Act. There has been no material change in the nature of the business of the subsidiaries -

1. Satin Housing Finance Limited ("SHFL") - SHFL

was incorporated on April 17, 2017, as a wholly- owned subsidiary of the Company. It is registered with National Housing Bank (NHB) and holds the certificate of registration (COR) as Housing Finance Company (not holding/accepting of Public deposits) dated November 14, 2017 to carry on activities of housing finance business under Section 29A of the National Housing Bank Act, 1987. SHFL is engaged in providing longterm finance for purchase, construction, extension and repair of houses for the retail segment along with loans against residential property, commercial property and plots. During the year under review, SHFL has infused INR 1,622.32 Lakhs by way of Equity Share Capital. As on March 31,2024, the paid up capital of SHFL stood at INR 12,962.32 Lakhs.

2. Satin Finserv Limited ("SFL") - SFL was incorporated on August 10, 2018, as a wholly owned subsidiary of the Company. SFL is Non-Banking Finance Company engaged in the business of providing various financial services to entrepreneurs, MSMEs and individual businesses and business correspondence services. SFL aim is to "serve the small business owners (MSMEs) in a manner that is mutually beneficial" by providing them loans for their business needs. SFL has adopted a unique credit underwriting and assessment model to understand the income source and derive eligibility of the potential customers.

The customised processes are designed to deliver speed, flexibility and simplicity to the customers, while ensuring adequate control. In the financial year 2022-23, the Hon'ble NCLT, Chandigarh Bench vide its order dated January 31, 2023 had allowed merger of Taraashna Financial Services Limited with Satin Finserv Limited, effective from March 01,

2023. As on March 31,2024, the paid up capital of SFL stood at INR 15,755.78 Lakhs.

Business Highlights of Satin Housing Finance Limited

SHFL net worth stood at INR 19,982.24 Lakhs as at March 31,

2024. As on that date, regulatory Capital to Risk Assets Ratio (CRAR) is 49.15%. Further, during the year under review, NHB had sanctioned INR 3,000 Lakhs under refinance facility to SHFL. During the year ended March 31, 2024, SHFL's total income was INR 9,231.30 Lakhs as compared to INR 6,187.21 Lakhs in previous year ended March 31,2023 and net profit after tax was INR 874.43 Lakhs as compared to INR 592.36 Lakhs in previous year ended March 31, 2023. SHFL has been profitable in last three successive years.

The Management of the Company is highly optimistic for bright future of SHFL in the years to come.

Business Highlights of Satin Finserv Limited

SFL net worth stood at INR 18,279.05 Lakhs as on March 31, 2024. This is SFL's fifth full year of operations and they have been profitable in all the five years. SFL has reported total income of INR 12,140.51 Lakhs during the year ended March 31, 2024 and profit before tax stood at INR 703.52 Lakhs. Capital to Risk Asset Ratio (CRAR) is 48.00% which is well above the regulatory requirement of 15.00%. During the fifth year of operations, SFL has shown decent growth in terms of sanctions & disbursements of loans with retail disbursements having grown by 85% from financial year 2022-23 in SME Business. During the year under review, SFL has disbursed loans of INR 21,943.16 Lakhs in SME Business and INR 18,234.30 Lakhs in Business Correspondence business and thereby, achieved AUM of INR 32,637.32 Lakhs (on book) and INR 17,463.44 Lakhs (off book).

The Management of the Company can see a positive outlook for SFL in the years to come.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Section 129(3) of the Act and Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), Consolidated Financial Statements of the Company including financial details of all the subsidiary companies, forms part of the Annual Report. The Consolidated Financial Statements have been prepared in accordance with the provisions of Indian Accounting Standards issued by the Institute of Chartered Accountants of India & Schedule III of the Act.

Further, a statement containing salient features of the financial statements of the Company's subsidiaries in Form AOC-1 also form part of the Annual Report. Further, the Company has neither any associate nor any joint venture as on March 31,2024.

The financial statements of the subsidiary companies are also available on the Company's website https:// satincreditcare.com/our-subsidiaries/

NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

During the period under review, no company has become or ceased to be subsidiary, joint venture or associate of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

A. Directors

As on March 31,2024, the Board of Directors of your Company consist of 8 (Eight) Directors, out of which 6 (Six) Directors are Non-Executive & Independent Directors, including 1 (One) Women Independent Director. Details are furnished herein below:

* Appointed as Non-Executive & Independent Director for a period of 3 (Three) years w.e. f. January 15, 2024 till January 14, 2027 at remuneration, by way of commission, for an amount upto INR 24,00,000 (approved for 1 (one) year i.e. January 15, 2024 to January 14, 2025), in addition to the sitting fees payable under the Act.

Further, during the financial year 2024-25, based on the recommendation of Nomination and Remuneration Committee and subject to approval of the shareholders at ensuing Annual General Meeting, the Board in its meeting held on June 24, 2024, have approved the following(s):

i. Appointment of Mr. Joydeep Datta Gupta (DIN: 00176737) as an Additional Director (NonExecutive & Independent), for a period of 3 (three) years w.e.f. June 24, 2024 till June 23, 2027, on such terms and conditions including remuneration, by way of commission for an amount upto INR 24,00,000 per annum, in addition to the sitting fees payable for attending Board/Committee(s) meetings; and

ii. Approved the payment of remuneration, by way of commission, to all Non-Executive Directors (Including Independent Directors), subject to the overall maximum permissible limit as prescribed under the Act, in addition to the sitting fees payable for attending Board/Committee(s) meetings.

During the year under review, the Non-Executive Directors of the Company had no material pecuniary relationship or transactions with the Company, apart from receiving director's remuneration and sitting fees.

The composition of Board of Directors has been duly constituted in compliance with provisions of SEBI LODR Regulations during the financial year ended March 31, 2024. The terms and conditions of appointment of

Non-Executive & Independent Director are available on the website of the Company.

B. Retirement by Rotation

In accordance with the provisions of Section 152 of the Act and Articles of Association of the Company, Mr. Satvinder Singh (DIN: 00332521), Non-Executive Director, is liable to retire by rotation at ensuing Annual General Meeting and, being eligible, offers himself for re-appointment as Director. The resolution seeking Members approval for his reappointment forms part of the Notice of ensuing Annual General Meeting. The Board of Directors of the Company recommends his re-appointment.

A brief resume and other relevant details of Mr. Satvinder Singh, as stipulated under Regulation 36(3) and other applicable provisions of the SEBI LODR Regulations and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, are furnished in the Notice of ensuing Annual General Meeting, forming part of this Annual Report.

C. Key Managerial Personnel

During the year under review, the Board of Directors at its meeting held on August 10, 2023, based on recommendation of Nomination and Remuneration Committee & Audit Committee and in accordance with Nomination & Remuneration Policy of the Company, had approved the appointment of Mr. Manoj Agrawal as Deputy Chief Financial Officer (Key Managerial Personnel) of the Company w.e.f. August 11,2023.

Mr. Rakesh Sachdeva, Chief Financial Officer of the Company had been associated with the Company for more than two decades serving in various leadership capacities and contributing significantly to Company's growth through his expertise in Finance and Accounting. Since, he is approaching the age of superannuation and has decided to retire on June 30, 2024, the Board had taken proactive steps to ensure a smooth transition of his responsibilities as part of our succession plan for key position. Post Mr. Sachdeva's retirement on June 30, 2024, Mr. Manoj Agrawal will take over as Chief Financial Officer of the Company w.e.f. July 01,2024. As on March 31, 2024, Mr. Harvinder Pal Singh, Chairman cum Managing Director, Mr. Jugal Kataria, Group Controller, Mr. Rakesh Sachdeva, Chief Financial Officer, Mr. Manoj Agrawal, Deputy Chief Financial Officer and Mr. Vikas Gupta, Company Secretary & Chief Compliance Officer, are the Key Managerial Personnel(s) of the Company in accordance with the provisions of Sections 2(51) and 203 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The present term of Mr. Harvinder Pal Singh as Chairman cum Managing Director of the Company shall expire on September 30, 2025.

Further during the financial year 2024-25, based on the recommendation of Nomination and Remuneration Committee and Audit Committee the Board in its meeting held on June 24, 2024 have approved the appointment of Mr. Manoj Agrawal as Chief Financial Officer of the Company with effect from July 1,2024 in place of Mr. Rakesh Sachdeva who will retire on June 30, 2024.

D. Statement on Declaration of "Certificate of Independence"

All the Independent Directors have submitted disclosure(s) that they meet the criteria of independence as provided under Section 149(6) of the Act and Regulation 16(1 )(b) of SEBI LODR Regulations, as amended.

Further, in terms of Regulation 25(8) of the SEBI LODR Regulations, the Independent Directors have confirmed that they are not aware of any circumstances or situation which exist or may be anticipated, that could impair or impact their ability to discharge their duties.

MEETINGS OF THE BOARD

During the period under review, 10 (Ten) Board Meetings

were held, the details of the same have been included in

the Corporate Governance Report, which forms part of the

Annual Report.

PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

Pursuant to the provisions of Section 178 of the Act and Regulation 17(10) read with Part D of Schedule II of the SEBI LODR Regulations, the Nomination and Remuneration Committee and the Board of Directors have formulated a policy for performance evaluation (same is covered under the Nomination and Remuneration Policy of the Company) of its own performance, of various mandatory Committees of the Board and of the individual Directors.

Further, SEBI vide its circular (Ref. no. SEBI/HO/CFD/CMD/ CIR/P/2017/004) dated January 5, 2017 issued a guidance note on Board Evaluation for listed companies. In view of the same and in terms of Nomination & Remuneration Policy of the Company, the Independent Directors at its separate meeting held on March 22, 2024 under Regulation 25(4) of the SEBI LODR Regulations and Schedule IV of the Act had:

(i) reviewed the performance of Non-Independent Directors and the Board of Directors as a whole;

(ii) reviewed the performance of the Chairperson of the Company, taking into account the views of Executive and Non-Executive Directors; and

(iii) assessed the quality, quantity and timelines of flow of information between the Company's management and the Board of Directors that was necessary for the Board of Directors to effectively and reasonably perform their duties.

Further, in terms of the provisions of Regulation 19(4) read with Part D of Schedule II of the SEBI LODR Regulations and Section 178 of the Act, the performance evaluation process of all the Independent and Non-Independent Directors of the Company was carried out by the Nomination and Remuneration Committee in its meeting held on March 22, 2024.

Further, in terms of Regulation 17(10) of the SEBI LODR Regulations and Schedule IV of the Act, the Board of Directors also in their meeting held on March 22, 2024 carried out the performance evaluation of its own performance and that of its Committees and of the individual Directors.

The entire performance evaluation process was completed to the satisfaction of Board.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors of the Company, to the best of its knowledge and ability, hereby confirm that:

1. in the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2024 and of the profit and loss of the Company for the year ended on that date;

3. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. they have prepared the annual accounts for financial year ended March 31,2024 on a going concern basis;

5. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively during the financial year ended March 31, 2024; and

6. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively during the financial year ended March 31, 2024.

INFORMATION ON MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

During the period under review, no significant or material orders were passed by the regulators or courts or tribunals affecting the going concern status of the Company and its operations in future.

RELATED PARTY TRANSACTIONS

The Policy on materiality of Related Party Transactions and dealing with Related Party Transactions ("RPT Policy") provides for identification, necessary approvals by the Audit Committee/Board, reporting and disclosure requirements in compliance with the requirements of the Act and the SEBI LODR Regulations as amended.

All the transactions entered into with related parties during the financial year were on arms' length basis and in the ordinary course of business or in absence of any criteria,

approval was obtained as per the applicable provisions and RPT Policy of the Company. Further, a statement of all Related Party Transactions is presented before the Audit Committee on a quarterly basis.

During the year under review, the Company has not entered into any contract(s)/arrangement(s)/transaction(s) with related parties which could be considered material in accordance with Regulation 23 of the SEBI LODR Regulations, as amended and the RPT Policy of the Company. The "Policy on materiality of Related Party Transaction and dealing with Related Party Transaction" as approved by the Board is available on the website of the Company and the web- link of the same is https://satincreditcare.com/wp-content/ uploads/2022/03/Policy-on-Materiality-of-RPT-and- Dealing-with-RPT.pdf

The disclosure of RPTs as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable. Further, details of Related Party Transactions as required to be disclosed as per Indian Accounting Standard - 24 "Related Party Disclosures" specified under Section 133 of the Act are given in the Notes to Financial Statements.

Furtherance to this, the remuneration paid to Mr. Harvinder Pal Singh, Chairman cum Managing Director and sitting fees & commission paid to Non-Executive Directors are shown under Related Party Disclosures segment under "Notes to the accounts" of Financial Statements in terms of Indian Accounting Standard - 24 issued by the Institute of Chartered Accountants of India.

AUDITORS & THEIR REPORTS Statutory Auditors & their Report

Pursuant to provisions of Section 139 and other applicable provisions of the Act read with rules made thereunder, as amended and in accordance to the provisions of the Guidelines for Appointment of Statutory Central Auditors (SCAs)/Statutory Auditors (SAs) of Commercial Banks (excluding RRBs), UCBs and NBFCs (including HFCs) ("RBI Guidelines on Appointment of Statutory Auditors") issued by RBI vide circular no. Ref.No.DoS.CO.ARG/ SEC.01/08.91.001/2021-22 dated April 27, 2021, the Board of Directors, upon recommendation of the Audit Committee, and further approval from the Members of the Company on August 11, 2021, had appointed M/s S S Kothari Mehta & Company, Chartered Accountants (Firm Registration No. 000756N) as the Statutory Auditors of the Company for a period of continuous 3 (three) years i.e. from the conclusion of 31^st Annual General Meeting held in year 2021 till the conclusion of 34^th Annual General Meeting scheduled to be held in the year 2024.

M/s S S Kothari Mehta & Co. LLP (changed the status into Limited Liability Partnership) is a peer-reviewed firm having certificate no. 014441 which is valid till August 31, 2025. The Statutory Auditors have confirmed that they are not disqualified from continuing as the Statutory Auditors of the Company upto the conclusion of AGM to be held in the year 2024. Further, pursuant to MCA guidelines and other applicable laws, the Board in its meeting held on April 29, 2024 has also taken note of such change in status of the Statutory Auditors.

Further, the Auditors' Report for the financial year 202324 does not contain any qualification, reservation, adverse remark or disclaimer. Further, there were no instances of any fraud reported by the Statutory Auditor's, to the Board pursuant to Section 143(12) of the Act.

The Board has placed on record its sincere appreciation for the services rendered by M/s S S Kothari Mehta & Co. LLP, Chartered Accountants, as Statutory Auditors of the Company.

During the financial year 2024-25, basis the recommendation of Audit Committee the Board of Directors at its meeting held on June 24, 2024, in accordance with the RBI Guidelines on Appointment of Statutory Auditors and provisions of Sections 139, 141 of the Act and such other applicable provisions, if any, has appointed M/s J C Bhalla & Co., Chartered Accountants, (Firm Registration No. 001111N) as Statutory Auditors of the Company for a continuous period of 3 (three) years, from the conclusion of ensuing 34^th AGM till the conclusion of 37^th AGM to be held in year 2027, subject to the approval of Members of the Company.

Secretarial Auditors & their Report

In terms of provisions of Section 204 of the Act and Rules framed thereunder and based on the recommendation of Audit Committee, the Board of Directors had appointed M/s S. Behera & Co., Company Secretaries (ICSI PCS Registration No. 5980) as the Secretarial Auditors of the Company for the financial year 2023-24 at its meeting dated April 29, 2023. The Company provided all the assistance and the facilities to the Secretarial Auditors for conducting the secretarial audit. Secretarial audit report as provided by M/s S. Behera & Co., Company Secretaries does not contain any material qualification, reservation, adverse remark or disclaimer and is also annexed to this Report, in the prescribed Form MR-3, as Annexure - I.

The Board has placed on record its sincere appreciation for the services rendered by M/s S. Behera & Co., Company Secretaries, as Secretarial Auditors of the Company.

Cost records and Cost audit

Maintenance of cost records and requirement of Cost Audit as specified by the Central Government under Section 148

(1) of the Act, is not applicable for the business activities carried out by the Company and hence, such accounts and records are not maintained.

Reporting of Frauds by Auditors

During the period under review, neither the Statutory Auditors nor the Secretarial Auditors have reported to the Audit Committee/ Board or Central Government any instances of material fraud in the Company by its officers or employees under Section 143(12) of the Act.

However, there have been few instances of misappropriation and criminal breach of Trust including embezzlement of cash by the employees amounting to INR 42.93 Lakhs. In such cases, the action taken by the Company is, to terminate the services of such employees and also initiate legal action against such employees as deemed appropriate. In this course, the Company has recovered INR 4.93 Lakhs from some of those employees.

AUDIT COMMITTEE

The Company has an Audit Committee duly constituted in accordance with provisions of Section 177 of the Act, Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023 and Regulation 18 of SEBI LODR Regulations, as amended. All the members of the Committee have expertise in finance and have knowledge of accounting and financial management. The scope of the Audit Committee, as set out in Regulation 18 of SEBI LODR Regulations and other applicable laws, are approved by Board of Directors of the Company. The composition of the Audit Committee & its terms of reference and the details of meeting(s) attended by the Audit Committee members are provided in Corporate Governance Report which forms part of the Annual Report. During the year under review, all the recommendations of the Audit Committee were accepted by the Board of Directors of the Company.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Your Company has a vision to drive 'holistic empowerment' of the community and carries CSR initiatives through partnering with a trust/foundation, qualified to undertake CSR activities in accordance with Schedule VII of the Act (includes amendments thereto). Sustainability and social responsibility are an integral element of corporate strategy of the Company. In compliance with Section 135 of the Act read with Rules made thereunder, the Company has established the Corporate Social Responsibility Committee ("CSR Committee") and the composition, function and details of meetings attended by the Committee Members are provided in the Corporate Governance Report which forms part of the Annual Report.

During the financial year 2023-24, the Company had contributed INR 150 Lakhs to GNA University, Punjab (an initiative of S. Amar Singh Educational Charitable Trust) for construction of girl's hostel, setting up of computer labs, elevator installation and to promote education & guidance for further education to the poor and marginalized children of the region, which had very low literacy rates, especially among females. The amount contributed was more than the actual CSR liability of the Company i.e. INR 25.93 Lakhs. The amount spent in excess i.e. INR 124.07 Lakhs will be set off in the immediate succeeding three financial years.

Key initiatives under each thematic area and the Annual Report on CSR under Section 135 of the Act read with Rules made thereunder, is annexed as Annexure-II to this Report and the same is available on the website of the Company i.e. www.satincreditcare.com.

As per amended CSR Rules and CSR Policy of the Company, the funds required to be disbursed have been utilized for the purposes and in the manner as approved by the Board of the Company and confirmation to this effect have been received from Mr. Rakesh Sachdeva, Chief Financial Officer and Ms. Aditi Singh, CSR Nodal Officer of the Company and such confirmations have been duly noted by the Board in its meeting held on April 29, 2024.

The Composition of CSR Committee and Board adopted CSR Policy as formulated and recommended by the CSR Committee are available at https://satincreditcare. com/wp-content/uploads/2024/03/Corporate-Social- Responsibility-Policy.pdf

EMPLOYEES STOCK OPTION PLAN

The ESOP Scheme of the Company is in compliance with SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021, as amended from time to time (the 'SBEB Regulation').

Disclosures pertaining to ESOP scheme pursuant to SBEB Regulations are placed on the Company's website https:// satincreditcare.com/. Grant wise details of options vested, exercised and cancelled are provided in the notes to the standalone financial statements.

There is no other material change in the ESOP scheme of the Company. The Company has not provided any financial assistance to its employees for purchase or subscription of shares in the Company or in its holding company.

The Company has not issued any sweat Equity Shares or Equity Shares with differential rights during the year.

POLICIES

Vigil Mechanism/Whistle Blower Policy

Pursuant to provisions of Section 177(9) of the Act read with Rules made thereunder and Regulation 22 of the SEBI LODR

Regulations, as amended from time to time, the Company had adopted Whistel Blower Policy/Vigil Mechanism that aims to deal with instances of unethical behaviour, actual or suspected fraud or violation of Company's code of conduct and the same is explained in the Corporate Governance Report.

The Policy provides adequate safeguard against victimization to whistle blower and enables the Directors & employees to raise their concerns, also provides an option of direct access to the Chairman of Audit Committee. During the period under review, none of the personnel have been denied access to the Chairman of the Audit Committee. During the period under review, no complaint was received under vigil mechanism.

The Whistle Blower policy of the Company is also available on the website of the Company at https://satincreditcare. com/wp-content/uploads/7074/03/Whistle-Blower-Policy. pdf

Policy on Nomination & Remuneration for Directors, Key Managerial Personnel (KMP) & Senior Management Personnel (SMP) and Other Employees

In pursuance of Company's policy to consider human resources as its invaluable assets, to pay equitable remuneration to all the Directors, Key Managerial Personnel (KMP), Senior Management Personnel (SMP) and Other Employees of the Company, to have diversified Board, to harmonize the aspirations of human resources consistent with the goals of the Company and in terms of Section 178 of the Act and Regulation 19 of the SEBI LODR Regulations as amended from time to time and Rules/Regulations/Guidelines/Notifications issued by RBI and SEBI from time to time, the Company has in place Nomination and Remuneration Policy inter-alia, establishing criteria for determining qualifications, positive attributes, independence of Directors and other matters as provided, is also available at https://satincreditcare.com/wp-content/ uploads/2023/05/9.-Nomination-and-Remuneration- Policy.pdf

Further, the Company familiarizes its Independent Directors about their roles, rights and responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, legal updates and other relevant information relating to the Company. In this regard, the Company follows a structured familiarization programme for the Independent Directors. The detail of such familiarization programmes is disclosed on the Company's website and the web-link of the same is https:// satincreditcare.com/policies-practices/#161 1050197777- fdc295ab-84a2

RISK MANAGEMENT

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Risk Management Committee is responsible for monitoring and reviewing the risk management plan & ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development & implementation of risk management policy has been covered in the Management Discussion and Analysis, which forms part of this report.

SEXUAL HARASSMENT POLICY FOR WOMEN UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a formal policy in line with the requirements of the Sexual Harassment of Women at the Work Place (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder.

The Company is in compliance with the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013, to prohibit, prevent or deter any acts of sexual harassment at workplace and to provide the procedure for the redressal of complaints pertaining to sexual harassment, thereby, providing a safe and healthy work environment.

The Company has set up an Internal Complaints Committee (ICC) as required under the said Act to redress the complaints received pertaining to sexual harassment. All employees (viz., permanent, contractual, temporary, trainees) are covered under this policy. Any complaint received by the ICC shall be dealt appropriately in accordance with the policy and applicable laws & regulations as provided in the Act. The Annual Report of ICC Committee for the period commencing from January 01,2023 till December 31,2023 was submitted to the office of District Collector, Gurugram on January 09, 2024. One complaint was received and the same was disposed-off during the said period.

FAIR PRACTICE CODE

The Company has in place a Fair Practices Code ("FPC") as approved by the Board, in compliance with the guidelines issued by RBI, to ensure better service and provide necessary information to customers enabling them to take informed decisions. The FPC is available on the website of the Company at https://satincreditcare.com/policies-practices/

CUSTOMER GRIEVANCE

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

PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details as required under Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure-III.

In accordance with provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the name and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules which forms part of this report, will be made available to any member on request, as per provisions of Section 136 of the Act.

In terms of provisions of Section 136 of the Act, the Report and Accounts are being sent to Members of the Company excluding information on employees' particulars which is available for inspection by the Members of the Company at Registered Office of the Company, during business hours upto the date of ensuing Annual General Meeting. If any Member is interested in obtaining such information, he/she may write to the Company Secretary at the Corporate Office of the Company.

LISTING ON STOCK EXCHANGES

The Equity Shares (bearing ISIN INE836B01017) of the Company are listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). The annual listing fees for the financial year 2024-25 have been paid to both the exchanges.

The Non-Convertible Debentures issued on private placement basis are listed on Wholesale Debt Market segment of BSE.

ANNUAL RETURN

Pursuant to provisions of Section 92(3) read with Section 134(3)(a) of the Act read with rules framed thereunder, the draft Annual Return as on March 31, 2024 is available on the website of the Company and can be accessed through the following link https://satincreditcare.com/disclosures- under-regulation-46-of-the-lodr-2/#1 657799697026- d5373efd-9938

CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to amendment in the SEBI LODR Regulations, top 1,000 listed entities based on market capitalization are required to submit a Business Responsibility and Sustainability Report ("BRSR") with effect from financial year 2023-24.

A detailed BRSR in the format prescribed by SEBI describing various initiatives, actions and process of the Company towards ESG endeavor, is annexed herewith as Annexure - IV and has also been hosted on Company's website and can be accessed at https://satincreditcare.com/investor- relations-satin-creditcare/annual-report/

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

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under clause (m) of sub-section (3) of Section 134 of the Act read with sub-rule (3) of Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure-V and forms part of this Report.

OTHER DISCLOSURE(S)

i. There are no details required to be reported with regards to 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 as your Company has not done any settlement with any Bank or Financial Institutions since its inception.

ii. The Company has neither filed any application nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the reporting year, hence no disclosure is required under this section.

ACKNOWLEDGEMENTS

Your Directors would like to place on record their gratitude for the cooperation received from lenders, our valued customers, regulatory bodies, Members and other stakeholders. The Board, in specific, wishes to place on record its sincere appreciation of the contribution made by all the employees towards growth of the Company.