Satin Creditcare Network Ltd

Dear Members,

It is our immense pleasure to present the 35^th Annual Report along with the audited financial statements of the Company for the financial year ended March 31,2025. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

The aggregate Assets under Management (AUM) of the Company stood at INR 11,31,529.77 Lakhs as on March 31, 2025. This represents a year on year (YoY) growth of 6.8% as compared to March 31,2024.

Loan amount of INR 9,83,660.54 Lakhs was disbursed in the financial year 2024-25, representing an increase of 1.5% as compared to the financial year 2023-24.

The Company disbursed 18,32,105 loans during the financial year 2024-25, a decrease of 9.6% over the financial year 2023-24.

Average loan amount disbursed per account during the financial year 2024-25 was INR 0.54 Lakhs as compared to INR 0.48 Lakhs during the financial year 2023-24.

The Company has operations spread across 27 states & union territories and a total of 1,454 branches PAN India.

Profit before tax declined by 59% to INR 23,297.93 Lakhs. The decline in profit for the year is on account of sector headwinds which led to increase in Opex and Credit cost.

During the financial year 2024-25, the Company saw 49% decrease in its profitability with net profit of INR 21,656.23 Lakhs for the year ended March 31, 2025 as compared to a net profit of INR 42,284.41 Lakhs for the year ended March 31,2024.

Total Income increased from INR 2,05,064.82 Lakhs for the year ended March 31, 2024 to INR 2,37,676.25 Lakhs for the year ended March 31, 2025 which is mainly due to increase in AUM of the Company.

The Return on Average Assets stood to 2.07% in the financial year 2024-25 as compared to 4.77% in the financial year 2023-24.

Net Interest Margin has changed to 13.03% in the financial year 2024-25 as against 13.15% in the financial year 2023-24.

The Company's strong liquidity position provides significant headroom for growth.

The Company has CRAR of 25.85% as on March 31, 2025 as compared to 27.66% as on March 31,2024. Credit Rating

The 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, 2025 were as follows:

During the financial year 2024-25, the Company has continued to diversify the sources of funds and raised a total sum of INR 7,74,240.10 Lakhs by way of short-term loans, long-term loans, issue of non-convertible debentures, external commercial borrowings, securitization and assignment. Out of overall amount of INR 7,74,240.10 Lakhs raised through borrowings, INR 83,227.13 Lakhs was raised by issuance of non- convertible debentures & USD denominated Bonds, INR 2,85,615.09 Lakhs was raised by way of term loan, INR 70,859.20 Lakhs by way of Securitisation, INR 2,83,846.48 lakhs by way of Direct Assignment and INR 5,499.00 Lakhs was raised by way of Commercial Paper. The Company also raised funds through external commercial borrowing (ECB) route of INR 45,193.20 Lakhs.

Subordinated Debts represented long term source of funds for the Company and the amount outstanding as on March 31,2025 was INR 33,005.00 Lakhs.

As on March 31, 2025, borrowings from banks were INR 6,23,913.84 Lakhs as against INR 6,93,148.62 Lakhs as on March 31,2024.

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

i. During the financial year 2024-25, the Company has successfully raised, by way of Private Placement basis, INR 57,700 Lakhs through issuance of 57,700 Listed, Secured NCDs having face value of INR 1,00,000 each. These NCDs are listed on Wholesale Debt Market (WDM) segment of BSE Limited (BSE).

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

Financial year 2024-25 was characterized by considerable headwinds across the microfinance sector. In the face of these challenges, the Company has emerged as a resilient and consistent performer, demonstrating operational stability, financial prudence, and strategic clarity.

While the industry experienced a de-growth of 13.5% during the year, the Company achieved an AUM growth of 6.8% on a year-on-year basis, reflecting its disciplined execution and customer-centric approach. The AUM as on March 31,2025 stood at INR 11,31,629.77 Lakhs. During the year, it forayed into a new state, Nagaland, in line with its strategy to extend its inclusive charter to more individuals from low-income groups. With this expansion, its presence is spread across 27 states and union territories through a network of 1,454 branches serving ~33 Lakhs clients.

Encouragingly, its Portfolio at Risk (PAR) trajectory began to improve from November, 2024 onwards, driven by strong client engagement, early intervention strategies and a risk management framework that continues to deliver. PAR 1 improved significantly, declining by 192 basis points from 6.8% in September, 2024 to 4.9% by March, 2025. It also saw a positive shift in PAR 90 that stood at 3.7% as on March, 2025, highlighting its ability to arrest forward flows. The credit cost for the year remained well within the guided range, supported by its prudent underwriting practices and continuous portfolio monitoring.

Despite the broader industry contraction, the Company remained profitable across the year reporting a Profit after Tax (PAT) of INR 21,656.23 Lakhs, underlining the strength of its business model and reinforcing the strength and consistency of its financial performance. The Company maintained sufficient liquidity during the year, leveraging strong institutional ties and a diverse funding base to effectively manage liabilities and maintain financial flexibility.

The Company continues to benefit from a stable and experienced leadership team, with the core management averaging over nine years of tenure. This consistency has provided strategic depth and operational continuity especially during periods of external volatility.

Furthermore, it has intensified its focus on subsidiaries, which play an increasingly integral role in enhancing portfolio diversification and mitigating concentration risks. This is in alignment with its broader objective of building a well-balanced, future-ready one stop financial services institution for rural India.

Few key developments of the year are highlighted below:

• Ventured into technology offerings with new subsidiary i.e. Satin Technologies Limited;

• Enhanced governance framework, with appointment of three new independent directors;

• Successfully raised USD 100 million syndicated social term loan via External Commercial Borrowing;

• Received "SQS2 Sustainability Quality Score from Moody's Ratings for its Social Financing Framework;

• Honored with the prestigious ‘Microfinance Organization of the Year Award' in the large category at the Global Inclusive Finance Summit 2024.

Moving forward, backed by its strong emphasis on asset quality, tech-driven and robust underwriting process and a long-term mindset, it believes that it can carry forward its growth momentum into financial year 2025-26. It remains well-positioned to capitalize on emerging opportunities, backed by a solid governance framework, resilient business fundamentals, and an unwavering commitment to financial inclusion.

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

During the financial year 2024-25, there is no change in Authorized Share Capital of the Company. The Authorized Share capital of the Company as at March 31, 2025 stood at INR 2,00,00,00,000 (Indian Rupees Two Hundred Crore only) divided into 12,50,00,000 (Twelve Crore and Fifty Lakhs only) Equity Shares of INR 10 (Indian Rupees Ten) each and 7,50,00,000 (Seven Crore and Fifty Lakhs only) Preference Shares of INR 10 (Indian 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.

As on March 31, 2025, the paid-up Equity Share Capital of the Company stood at INR 1,10,47,09,650 comprising of 11,04,70,965 Equity Shares of face value of INR 10 each fully paid up.

As on March 31, 2025, the Paid-up Preference Share Capital of the Company stood as Nil.

Considering the Company's growth, future strategy and plans, the Board of Directors consider it prudent to conserve resources and do not recommend any dividend on equity shares for the financial year 2024-25.

The Company has formulated a Dividend Distribution Policy in accordance with provisions of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, for bringing transparency in the matter of declaration of dividend and to protect the nterest of investors.

The Dividend Distribution Policy is available on the website of the Company at https://satincreditcare.com/wp-content/ uploads/2021/08/Dividend-Distribution-Policy.pdf.

An amount of INR 4,331.24 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 the financial year 2024-25, after all appropriation and adjustments was INR 96,348.39 Lakhs.

The Company continues to be categorized and operate as a Non-Deposittaking Non-Banking Financial Company- Micro Finance Institution (NBFC-MFI) and has not accepted any deposits from the public within the meaning of provisions of the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016 and the provisions of the Act.

Pursuant to RBI master direction on 'Scale Based Regulation (SBR): A Revised Regulatory Framework for NBFCs' dated October 19, 2021, as amended from time to time, the Company was categorized as NBFC-Middle Layer (NBFC-ML) and it continues to be under the same category

till date. The Company continues to fulfil all the norms and standards laid down by RBI pertaining to non-performing assets, capital adequacy, and other ratios as applicable to the Company.

As prescribed by RBI norm for Capital Adequacy of 15%, the capital to risk-weighted assets ratio of the Company was 25.85% as on March 31,2025. In line with the RBI guidelines for asset liability management (ALM) system for NBFCs, the Company has an Asset Liability Management Committee, which meets quarterly to review its ALM risks and opportunities. The Company continues to be in compliance with the RBI Scale Based Regulation.

During the financial year 2024-25, in terms of provisions of Section 186(1) of the Companies Act, 2013 ("the Act"), the Company did not make any investment through more than two layers of investment companies.

The Company, being a NBFC registered with RBI and engaged in the business of giving loans in ordinary course of its business, is exempt from complying with provisions of Section 186 of the Act with respect to loans, guarantees and investments. Accordingly, the Company is exempted from complying with the requirements to disclose full particulars of the loans given, investment made or guarantee given or security provided in the financial statement.

Further, details of loans and investments outstanding during the financial year are furnished in notes to the Standalone Financial Statements of the Company.

The Company has in place a Policy on Related Party Transactions ("RPT Policy"), as amended from time to time. The RPT Policy provides for identification of RPT, necessary approvals from the Audit Committee/Board/ Members, reporting and disclosure requirements in compliance with the provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"). The said RPT Policy can be accessed on the website of the Company at https://satincreditcare.com/wp- content/uploads/2025/04/RPT-Policy.pdf

All contracts or arrangements executed by the Company during the year under review with related parties were on arm's length basis and in the ordinary course of business. 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. Hence, the disclosure of RPTs as required under Section 134(3)(h) of the Act, 2013 in Form AOC-2 is not applicable to the Company.

All RPTs were placed before the Audit Committee and Board of Directors for their approval, wherever applicable. Further, a statement of all Related Party Transactions is also presented before the Audit Committee on a quarterly basis. 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 Note 54 forming part of Standalone Financial Statements of the Company.

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 authorized, 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 and 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 and distribution capabilities. The Company is committed to invest in IT systems, including back-up systems, to improve the operations efficiency, customer service and decision-making process.

The exemplary standards of the Company's internal control systems are clearly demonstrated by its achievement of the SO 27001:2022 certification, following a rigorous two-stage audit process conducted by a third-party certification body including both Documentation Audit and Control Testing Audit. Additionally, the Company undergoes an annual Surveillance Audit by independent ISO auditors to maintain this certification. By adhering to ISO 27001 standards, the organization proactively identifies and mitigates potential security threats to financial data, thereby bolstering the integrity, confidentiality, and availability of financial information. This strategic approach significantly reduces the risk of fraud, unauthorized access, and data breaches. It also reinforces to stakeholders-such as investors and customers-that the organization is fully committed to protecting sensitive financial information, thus fostering greater 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 data from cyber threats & 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 implemented a robust "Centralized Shared Services Centre (CSS)" to enhance the vigilance and accuracy of customer onboarding. The Centralized Shared Services, an outsourced process unit, plays a crucial role in verifying loan applications and KYC documents, ensuring the authenticity of clients receiving disbursements. In addition, we leverage e-KYC and e-signature technology using IRIS for seamless agreement signing, while incorporating Al-based cameras during the sourcing process and capturing geo-location data and In-house developed FRS (Face Recognition System) is used to verify the identity of individuals performing disbursement transactions. This integrated approach has significantly strengthened our ability to filter out adverse customer profiles, ensuring more accurate customer selection and sanctioning.

There is no material change and commitment adversely affecting financial position of the Company, which has occurred between end of the financial year of the Company i.e. March 31,2025 and as on date of this Annual Report.

The Company has following 3 (three) wholly owned subsidiaries as on March 31, 2025. There are no associate or joint venture company within the meaning of Section 2(6) of the Act.

During the financial year 2024-25, the Company has incorporated a new company namely "Satin Technologies Limited" as its wholly owned subsidiary. Further, 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. SHFL is registered with National Housing Bank (NHB) and holds Certificate of Registration (COR) as Housing Finance Company (not holding/accepting 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 long-term 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 financial year 2024-25, the Company has infused INR 2,231.14 Lakhs by way of equity share capital (excluding share premium) due to which the paid-up capital stood at INR 15,193.47 Lakhs as on March 31,2025.

Networth of SHFL as on March 31, 2025 was INR 26,229.65 Lakhs which exceeds 10% of the consolidated net worth of the Company and consequently. SHFL qualifies as material Subsidiary of the Company w.e.f. March 31,2025.

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 registered with Reserve Bank of India (RBI) engaged in

the business of providing Loans to entrepreneurs, small business owners (MSMEs) and individual businesses for their business requirements. SFL has adopted a unique credit underwriting and assessment model to understand the income source and derive eligibility of the potential customers. As on March 31,2025, it's paid up capital stood at INR 15,755.79 Lakhs.

3. Satin Technologies Limited ("STL") - STL was incorporated on August 13, 2024, under the provisions of the Act, as a wholly-owned subsidiary of the Company and is currently in the beginning phase of its operations. With a focus on harnessing the power of technology to drive efficiency, scalability and customer satisfaction, STL is well-equipped to meet the evolving needs of businesses in the digital age and aims to become a leader in providing state-of-the-art digital solutions that can transform the way businesses operate. STL is engaged into Information Technology business. During the financial year 2024-25, the Company has infused INR 200 Lakhs by way of equity share capital.

SHFL's net worth stood at INR 25,229.55 Lakhs as at March 31,2025. As on that date, regulatory Capital to Risk Assets Ratio (CRAR) was 52.27%. SFIFL's total income during the year ended March 31, 2025 was INR 11,514.73 Lakhs as compared to previous year ended March 31,2024 was INR 9,231.30 Lakhs and earned net profit after tax during the year ended March 31, 2025 of INR 404.26 Lakhs as compared to net profit after tax during previous year ended March 31, 2024 of INR 874.43 Lakhs. SFIFL have been profitable in last five successive years.

SFL's net worth stood at INR 18,255.74 Lakhs as on March 31, 2025. SFL has reported total income of INR 12,661.71 Lakhs during the year ended March 31, 2025 and Profit before tax stood at INR 1,058.30 Lakhs. Capital to Risk Asset Ratio (CRAR) is 37.62% which is well above the regulatory requirement of 15.00%. SFL has shown decent growth in terms of sanctions & disbursements of loans with retail disbursements having grown by 51% in FY25 as compared to FY24 for SME business. During the financial year 2024- 25, SFL has disbursed loans of INR 34,789.53 Lakhs in SME business and as a strategy SFL has stopped disbursement in business correspondent business and thereby, achieved AUM of INR 51,631.84 Lakhs (on book) and INR 3,135.71 Lakhs (off book).

STL's net worth stood at INR 205.88 Lakhs as on March 31, 2025. STL has reported total income of INR 84.62 Lakhs during the year ended March 31, 2025 and post adjusting tax expenses, profit after tax stands at INR 5.88 Lakhs. STL continues to progress on its strategic roadmap, focusing on both organic and inorganic growth through internal product innovation, strategic partnerships and potential acquisitions. A secure and independent IT infrastructure has been established, ensuring operational autonomy from Satin Creditcare Network Limited and strengthening service delivery. STL also promotes key strategic initiatives and initiation of a strategic project to evaluate the acquisition of a cybersecurity firm to bolster technological and data security capabilities. A defined target operating model has been put in place to guide future hiring in line with business needs. STL remains committed to evolving its core platforms while actively pursuing strategic opportunities for long-term growth and sustainability.

In accordance with Section 129(3) of the Act and Regulation 34(2) of SEBI LODR Regulations, Consolidated Financial Statements of the Company including financial details of all the subsidiary companies, forms part of this 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 this Annual Report. Further, the Company neither has any Associate nor any Joint Venture as on March 31, 2025.

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

During the financial year 2024-25, the Company incorporated a new company namely "Satin Technologies Limited" as its wholly owned subsidiary. Further, no company has become or ceased to be joint venture or associate of the Company during the financial year 2024-25.

The composition of the Board of Directors is in accordance with provisions of Section 149 of the Act and Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023 and Regulation 17 of SEBI

LODR Regulations, with an optimum combination of Non-Executive Directors and Independent Directors (including one-woman director).

As on March 31, 2025, the Board of Directors of the Company comprises of 6 (Six) Directors, out of which 4 (Four) Directors are Non-Executive & Independent Directors, including 1 (One) Women Independent Director. Details are furnished herein below:

• Resigned w.e.f. June 27, 2025.

During the financial year 2024-25, Mr. Sanjay Kumar Bhatia, Mr. Sundeep Kumar Mehta, Mr. Goh Colin and Ms. Sangeeta Khorana ceased to be Non-Executive & Independent Directors oftheCompany w.e.f. September 4, 2024 due to their retirement upon completion of 2 (two) consecutive terms of appointment. The Board of Directors placed on record its appreciation and gratitude for the invaluable contribution and guidance rendered by them during their tenure. The Company immensely benefitted from the enriched experience of the aforesaid outgoing Directors.

Based on recommendation of Nomination and Remuneration Committee, the Board of Directors at its meeting held on June 27, 2025, approved appointment of Mr. Ashok Kumar Sharma and Mr. Anupam Kunal Gangaher as Additional Directors (Non-Executive & Independent) of the Company, subject to approval of Members of the Company at ensuing 35^th Annual General Meeting ("AGM"). Post closure of financial year 2024-25, Mr. Anil Kaul (DIN: 00644761), Non-Executive & Independent Director of the Company, resigned w.e.f. close hours of June 27, 2025 due to his professional pre-occupation by accepting a new assignment which needs his full-time attention and time commitment which would be challenging for him to spend adequate time on Company's Board and Committees because of the new assignment. Mr. Anil Kaul confirmed that there is no material reason for his resignation other than those provided in his resignation letter dated June 27, 2025.

During the financial year 2024-25, Non-Executive Directors of the Company had no material pecuniary relationship or transactions with the Company, apart from receiving director's remuneration by way of commission and sitting fees for attending meetings of the Board of Directors/Committee(s) as prescribed under Section 197 of the Act. The terms and conditions of appointment of Non-Executive & Independent Directors are available on the website of the Company. In opinion of the Board of Directors, the Independent Directors appointed are the person of integrity, expertise and experience (including the proficiency) and fulfils requisite conditions as per applicable laws and are independent of the management of the Company.

In accordance with provisions of Section 152 of the Act and Articles of Association of the Company, Mr. Satvinder Singh (DIN: 00332521), Non-Executive & Non-Independent Director, is liable to retire by rotation at ensuing AGM 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 AGM. The Board of Directors of the Company recommends his re-appointment.

A brief profile 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 AGM, forming part of this Annual Report.

During the financial year 2024-25, based on recommendations of Audit Committee and Nomination and Remuneration Committee, the Board of Directors at its meeting held on June 24, 2024 had approved appointment of Mr. Manoj Agrawal, as Chief Financial Officer and Key Managerial Personnel of the Company w.e.f. July 1, 2024 in place of Mr. Rakesh Sachdeva who retired from the position of Chief Financial officer (Key Managerial Personnel) upon attaining age of superannuation, w.e.f. close of business hours on June 30, 2024.

As on March 31, 2025, Dr. Harvinder Pal Singh, Chairman cum Managing Director, Mr. Jugal Kataria, Group Controller, Mr. Manoj Agrawal, Chief Financial Officer & Mr. Vikas Gupta, Company Secretary and 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 Dr. Harvinder Pal Singh as Chairman cum Managing Director of the Company shall expire on September 30, 2025. Further, based on recommendation of Audit Committee & Nomination and Remuneration Committee, the Board of Directors at its meeting held on June 27, 2025, approved the re-appointment of Dr. Harvinder Pal Singh as Chairman cum Managing Director and Whole Time Key Managerial Personnel of the Company for another term of 5 (five) consecutive years w.e.f. October 1, 2025 till September 30, 2030, subject to approval of Members at the ensuing AGM of the Company. The Board of Directors recommends the same for approval of Members at the ensuing 35^th AGM.

All Independent Directors have submitted their disclosure(s) to the Board of Directors confirming that they meet/fulfill the criteria of independence as stipulated under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI LODR Regulations, as amended so as to continue as Independent Directors under the aforesaid rules and regulations.

Further, in terms of Regulation 25(8) of the SEBI LODR Regulations, 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.

During the financial year 2024-25, 9 (Nine) Board Meetings were held, the details of the same have been included in the Corporate Governance Report, which forms part of this Annual Report.

Pursuant to provisions of Section 178 of the Act and Regulation 17(10) read with Part D of Schedule II of the SEBI LODR Regulations, Nomination and Remuneration Committee and 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, pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/ ClR/P/2017/004) dated January 5, 2017 and in terms of Board approved 'Nomination & Remuneration Policy' of the Company, Independent Directors at its separate meeting held on March 12, 2025 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, considering the views of Executive and Non- Executive Directors; and

(iii) assessed the guality, guantity 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.

Additionally, in terms of provisions of Section 178 of the Act and Regulation 19(4) read with Part D of Schedule II of the SEBI LODR Regulations, the performance evaluation process of all Independent and Non-Independent Directors of the Company was carried out by Nomination and Remuneration Committee at its meeting held on March 12, 2025. 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 12, 2025 carried out 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 the Board.

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

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, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

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 31,2025 and of the profit 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 the 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 31,2025 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, 2025; 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, 2025.

During the financial year 2024-25, 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.

Pursuant to provisions of Sections 139 and 141 of the Act read with rules framed thereunder includes amendments thereto and in accordance with "Guidelines for Appointment of Statutory Central Auditors /Statutory Auditors of Commercial Banks (excluding RRBs), UCBs and NBFCs (including HFCs)" dated April 27, 2021 ("RBI Guidelines on Appointment of Statutory Auditors"), issued by Reserve Bank of India, read with the Company's policy on Appointment of Statutory Auditors, based on recommendation of the Audit Committee and approval of the Board of Directors and Members of the Company at its 34^th AGM held on August 9, 2024, had appointed M/s J C Bhalla & Co., Chartered Accountants, (Firm Registration No. 001111N), as Statutory Auditors of the Company, for a period of 3 (three) consecutive years i.e. from the conclusion of 34^th AGM till conclusion of 37^th AGM to be held in the year 2027 in place of M/s S S Kothari Mehta & Co. LLP (formerly known as M/s S S Kothari Mehta & Company), whose tenure as Statutory Auditors of the Company expired on conclusion of the 34^th AGM of the Company held in 2024.

Further, the Auditors' Report for the financial year 2024-25, forming part of this Annual Report, 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. during their tenure as Statutory Auditors of the Company.

Pursuant to provisions of Section 204 of the Act and rules framed thereunder and based on the recommendation of Audit Committee, the Board of Directors, at its meeting dated June 24,2024, had appointed M/s S. Behera & Co., Practicing Company Secretaries (ICSI PCS Registration No. 5980) as the Secretarial Auditors of the Company for the financial year 2024-25. The Company provided all the assistance and the facilities to the Secretarial Auditors for conducting the secretarial audit. Flowever, M/s S. Behera & Co., placed its unwillingness to continue as Secretarial Auditors of the Company due to its professional pre-occupation. The Board had placed on record its sincere appreciation and gratitude for the services rendered by M/s S. Behera & Co., Practicing Company Secretaries, as Secretarial Auditors of the Company.

Further, pursuant to provisions of amended Regulation 24A of SEBI LODR Regulations, based on recommendation of Audit Committee, the Board of Directors, post evaluating and considering various factors such as industry experience, competency of the audit team, efficiency in conduct of audit, independence, etc., and subject to approval of Members of the Company at ensuing AGM, had approved appointment of M/s DPV & Associates LLP (Firm Registration No. L2021HR0009500), Peer Reviewed Practicing Company Secretaries Firm, as Secretarial Auditors of the Company for a term of 5 (five) consecutive years, commencing from April 1,2025 till March 31,2030.

The secretarial audit report in prescribed Form MR-3 as provided by M/s S. Behera & Co., Practicing Company Secretaries for the financial year 2024-25, does not contain any qualification, reservation, adverse remark or disclaimer and the same is annexed to this Annual Report as Annexure -1.

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.

During the financial year 2024-25, neither the Statutory Auditors nor the Secretarial Auditors have reported any instances of material fraud in the Company by its officers or employees required to be disclosed 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 28.41 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 2.60 Lakhs from some of those employees.

The Company has an Audit Committee duly constituted in accordance with provision of Section 177 of the Act, Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023 and Regulation 18 read with Schedule II of SEBI LODR Regulations, as amended.

All the members of 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 read with Schedule II of SEBI LODR Regulations and other applicable laws, are approved by Board of Directors of the Company. The composition of Audit Committee & its terms of reference and the details of meeting(s) attended by Audit Committee members are provided in Corporate Governance Report which forms part of this Annual Report.

During the financial year 2024-25, all the recommendations of Audit Committee were accepted by the Board of Directors of the Company.

The Company is committed to building equitable and inclusive pathways for women, youth, and marginalized groups on a meaningful scale through breakthrough innovation. The Company has a vision to drive 'holistic empowerment' of the community and carries CSR initiatives through partnering with trust/foundation, qualified to undertake CSR activities in accordance with Schedule Vll of the Act (includes amendments thereto). Sustainability and social responsibility are integral element of corporate strategy of the Company.

In compliance with Section 135 of the Act read with rules framed thereunder and in terms of SEBI LODR Regulations, as amended from time to time, the Company had established the Corporate Social Responsibility Committee.

However, during the financial year 2024-25, in order to identify risks and opportunities across various ESG dimensions and developing strategic plans & objectives to mitigate these risks and leverage opportunities, the nomenclature of Corporate Social Responsibility Committee was changed to "Corporate Social Responsibility and ESG Committee" which also includes the terms of reference/ scope or functions as defined in ESG Policy of the Company. The composition, function and details of meetings attended by the Corporate Social Responsibility and ESG Committee Members during the financial year 2024-25, are provided in the Corporate Governance Report, which forms part of this Annual Report.

During the financial year 2024-25, the Company has contributed INR 278.45 Lakhs to GNA University, a private university in Phagwara Punjab (an initiative of S. Amar Singh Educational Charitable Trust) for scholarship of the underprivileged students and Infrastructure Development (Academic Building with furniture and fixtures) in order to promote education & guidance to the poor and marginalized children of the region, which had very low literacy rates, especially among females.

Further, during the financial year 2024-25, the Company had also contributed INR 5.21 Lakhs to PHD Rural Development Foundation (PHDRDF), a Trust established in 1981 under the aegis of PHD Chamber of Commerce & Industry, New Delhi, to promote agriculture through efficient irrigation by means of drip irrigation to farmers and fruit plantation.

During the financial year 2023-24, the Company had spent an excess amount of INR 124.07 Lakhs, which was adjusted against funds earmarked for CSR expenditure for the financial year 2024-25 i.e. INR 407.73 Lakhs.

Key initiatives under each thematic area and Annual Report on CSR under Section 135 of the Act read with rules framed thereunder, is annexed as Annexure-ll 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 fund utilization certificates duly signed by Chief Financial Officer and CSR Nodal Officer of the Company along with auditor's certificates shared by Implementing Agencies have been duly noted by the Board in its meeting held on May 07, 2025.

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

The 'SATIN Employee Stock Options Scheme 2017' ("ESOS 2017/Scheme") is in compliance with SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021, as amended from time to time (the "SBEB Regulation").

During the financial year 2024-25, the ESOS 2017, has been further aligned with the Master Directions of Reserve Bank of India (Non-banking Financial Company- Scale Based Regulation) Directions, 2023.

Further, a certificate as required under Regulation 12 of SBEB Regulations, as amended, confirming that the ESOS 2017 has been implemented in accordance with SBEB Regulations, issued by M/s S. Behera & Co., Secretarial Auditors of the Company will be available for inspection by the Members of the Company at the ensuing AGM. Disclosures pertaining to ESOS 2017 pursuant to SBEB Regulations are placed on the Company's website https:// satincreditcare.com/wp-content/uploads/2025/06/ESQR pdf. Grant wise details of options vested, exercised and cancelled are provided in the notes to the standalone financial statement of the Company.

The Company has not provided any financial assistance to its employees for purchase or subscription of shares in the Company. The Company has not issued any Sweat Equity Shares or Equity Shares with differential rights during the year.

Pursuant to provisions of Section 177(9) of the Act read with rules framed thereunder and Regulation 22 of the SEBI LODR Regulations, as amended, from time to time, the Company had adopted Vigil Mechanism/Whistle Blower Policy 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 financial year 2024-25, none of the personnel have been denied access to the Chairman of the Audit Committee. During the financial year 2024-25, no complaint was received under Vigil Mechanism/Whistle Blower Policy.

The Whistle Blower Policy of the Company is also available on the website of the Company at https://satincreditcare. com/wp-content/uploads/7074/09/Whistle-Blower-Policy. pdf

Pursuant to provisions of Section 178 of the Act and Regulation 19 read with Schedule II of the SEBI LODR Regulations, as amended, the Company has in place Nomination and Remuneration Policy inter-alia, for determining qualifications, positive attributes, independence and remuneration of Directors (Executive and Non- Executive), Key Managerial Personnel, Senior Management Personnel and other employees in line with the requirement of the Act, SEBI LODR Regulations and Guidelines on Compensation of the Key Managerial Personnel, Senior Management Personnel as issued by the RBI Further, in compliance with Master Directions - Reserve Bank of India (Non-banking Financial Company- Scale Based Regulation) Directions, 2023 w.r.t. "Guidelines on Compensation of Key Managerial Personnel and Senior Management in NBFCs", the Company had incorporated appropriate changes in the Policy relating to the framework on composition on compensation, effective alignment of fixed and variable compensation components, principles of variable compensation - proportion, deferral and Malus & Claw back etc. The Nomination and Remuneration Policy of the Company is also available on the Company's website at https://satincreditcare.com/wp-content/uploads/2025/05/ NRC-Policy-v2.6.pdf

Further, in accordance to Regulation 25(7) of SEBI LODR Regulations, 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 conducted are uploaded on the Company's website at https://sati ncreditcare.com/policies- practices/#! 611050197222-fdc295ab-84a2

The Company has a well-defined Risk management framework, established system and adequate controls for identification, assessment, measurement, reporting, mitigation and/or management of risks. The processes, policies and procedures are periodically reviewed by the Risk Management Committee and the Board of Directors. Risk Management Committee of the Board is duly supported by Asset Liability Management Committee (ALCO) and Executive Risk Management Committee (ERMC).

All major risk classes are managed through focused and specific risk management processes; these risks include credit risk, operational risk, market and liquidity risk. Risk Management function provides periodic reports to the Management and Risk Management Committee of the Board encompassing the risk profile of the Company across various risk areas, enabling the relevant stakeholders to take timely and informed decisions.

Company follows three lines of defense model, whereby front-office functions, risk management and compliance and Internal audit roles are played by functions independent of one another. Internal control systems, organizational structure, processes, policies, and code of conduct together form a robust mechanism that govern efficient functioning of the business, and the existing risk management measures are being regularly upgraded to ensure risk avoidance and risk mitigation.

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 requirements of the Sexual Harassment of Women at the Work Place (Prevention, Prohibition and Redressal) Act, 2013 and rules framed thereunder.

The Company had also conducted several awareness training programs for the employees during the year to educate the employees on the scope of the Policy and the grievance redressal mechanism under the Act.

Further, 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 and regulations as provided in the Act. The Annual Report of ICC for the period commencing from January 1, 2024 till December 31, 2024 was submitted to the office of District Collector, Gurugram on January 9, 2025. One complaint was received and the same was disposed-off during the said period.

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/#! 529498024292-2e31 ddl 5-fl e7

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.

Further, the Board of Directors of the Company is acting as the Consumer Protection Committee pursuant to the provisions of RBI Master Directions.

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 Manageria Personnel) Rules, 2014 are annexed as Annexure-lll.

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 AGM. If any Member is interested in obtaining such information, he/she may write to the Company Secretary at the Corporate Office of the Company.

The Equity Shares (bearing ISIN INE836B01017) of the Company are listed on BSE Fimited (BSE) and National Stock Exchange of India Fimited (NSE). The annual listing fees for the financial year 2025-26 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.

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, 2025 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/#l 657799697026- d5373efd-9938.

During the financial year 2024-25, there was no change in the nature of business of the Company.

Pursuant to provisions of Regulation 34 of SEBI LODR Regulations, top 1,000 listed entities based on market capitalization are required to submit a Business Responsibility and Sustainability Report ("BRSR") on the environmental, social and governance disclosures.

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

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-IV and forms part of this Annual Report.

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 the 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, 2015 during the reporting year, hence no disclosure is required under this section.

The Directors would like to place on record their gratitude for thecooperation received from lenders,ourvalued 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.