Muthoot Finance Ltd

Dear Shareholders,

Your Board of Directors is pleased to share with you the 27^th Annual Report of Muthoot Finance Limited ("Company") enumerating the business performance along with the Audited Financial Statements (standalone and consolidated) for the financial year ended March 31, 2024.

1. Financial Summary

The summarized standalone and consolidated results for the Company with the previous year's figures are given in the table below:

Rs. in Millions

Loan Assets Portfolio of the Company increased by H 1,26,172.15 million during the year reaching H 7,58,269.83 million as on March 31,2024, as against H 6,32,097.68 million as on March 31, 2023. The Return on Average Loan Asset stood at 5.84% in the financial year ended March 31, 2024 as against 5.93% in the financial year ended March 31, 2023. Interest yield in the financial year ended March 31, 2024 stood at 17.94% as compared to 17.70% in the financial year ended March 31, 2023. Net Interest Margin was 11.23% in the financial year ended March 31, 2024 as compared to 11.38% in the financial year ended March 31, 2023. The Company remitted to exchequer H 15,065.94 million as taxes.

5. Share Capital

During the financial year, no preferential issue of shares with differential rights as to dividend, voting as otherwise was carried out by the Company. The Company has also not carried out any buyback of its equity shares during the financial year under review.

Employee Stock Options

During the financial year, your Company allotted 13,445 equity shares of the face value of H 10/- each under Muthoot ESOP 2013 scheme pursuant to the exercise of 13,445 stock options at an exercise price of H50/- each by the employees.

The disclosures as required under Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 read with SEBI Circular CIR/CFD/ POLICY CELL/2/2015 dated 16^th June 2015 is attached to this report as Annexure 1 and is also available on the website of the Company at https://www.muthootfinance.com/esop- disclosure. Please refer note 46 of Notes forming part of Standalone Financial Statements for further disclosures on ESOPs. The Company does not have any scheme to fund its employees for the purchase of shares of the Company.

A certificate from the Secretarial Auditor of the Company certifying that the ESOP scheme is implemented in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, will be placed at the Annual General Meeting for inspection by members.

The Employee Stock Option Scheme is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and there have been no material changes to the Scheme during the Financial Year 2023-24.

Investor Education and Protection Fund

As per Section 124 and 125 of the Act read with the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, any dividends that remain unclaimed/ unpaid for a period of seven years will be transferred to the Investor Education and Protection Fund ("IEPF").

During the financial year 2023-24, the Company has transferred the unclaimed dividends of H 3,85,989 to Investor Education and Protection Fund ("IEPF"). Further, 1,314 equity shares on which the dividends were unclaimed for seven consecutive years were transferred to IEPF during the financial year 2023-24 as per the requirements of IEPF Rules.

No claim will lie on Company on account of the dividend after the dividend is transferred to IEPF.

(a) Non-Convertible Debentures:

Your Company has successfully completed the three Issuances of Non-Convertible Debentures through Public Issue during FY 2023-24 raising H 13,590.54 million. The company has raised H 65,205.00 million through Private Placement of NonConvertible Debentures during the financial year.

Subordinated Debts represent long-term source of funds for the Company and the amount outstanding as on March 31, 2024 stood at H 504.93 million. Subordinated Debts qualify as Tier II capital under the Master Direction -Reserve Bank of India (Non-Banking Financial Company- Scale Based Regulation) Directions,2023 .

(b) Bank Finance

Bank Finance remains an important source of funding for your Company. Commercial Banks continued their support to your Company during Financial Year. As of March 31, 2024, borrowings from banks stood at H 367,045.24 million as against H 2,92,487.65 million in the previous year.

(c) External Commercial Borrowings

There are no outstanding External Commercial Borrowings as on March 31, 2024.

7. Credit Rating

The Company has debt credit ratings as below:

Domestic Credit Ratings:

International Credit Ratings:

8. Internal Audit and Internal Financial Control

Your Company has developed well documented internal audit and control system for meticulous compliance from all layers of the Company. Over the years Company has evolved a robust, proper, and adequate internal audit system in keeping with the size of the Company and its business model. The control system ensures that the Company's assets are safeguarded and protected. The audit system also takes care to see that revenue leakages and losses to the Company are prevented and our income streams are protected. The control system enables reliable financial reporting.

Internal Audit process in your Company is an independent activity and has sufficient standing and authority within your Company. Your Company's Internal Audit function works in close coordination with the Risk Management and Compliance Departments to evaluate the effectiveness of controls, assess compliance with controls and adherence to internal processes and procedures, adequacy of systems and procedures and also to evaluate the status of compliance of other statutory requirements.

The Internal Audit function of your Company endeavours to comply with the International Standards and manned by a team of over 1000 dedicated personnel who are constantly engaged in safeguarding your Company's assets, ensuring the quality of assets pledged, and also evaluates the adequacy of risk management systems at its operating units.

In keeping with the huge network and geographic outreach of the operating units spread across the length and breadth of the country, the audit functions have been decentralized through the setting up of Regional Audit offices in important Regional centers. The Regional Audit Offices exercise field- level control over the branches through onsite visits and online audit systems. The field-level Auditors report to Regional Audit offices who in turn share their findings with the Audit & Inspection Department at the Registered Office of the Company.

The Audit Committee of the Board of Directors is the apex Audit Authority of the Company. Under the present Audit Architecture, the Internal Audit Department reports to the Audit Committee regarding significant audit findings and undertakes preventive and corrective measures to protect the interests of the Company. The audit committee undertakes an evaluation of the adequacy and effectiveness of internal control systems. It also oversees the implementation of audit recommendations especially involving risk management measures. At present, the Audit system prevalent in the Company is a completely autonomous function and built on the best corporate governance framework.

Reference is invited to Note 50 of Notes forming part of the standalone financial statements contained in the annual report regarding frauds committed by employees/customers of the Company which are dealt with according to Reserve Bank of India guidelines and are in nature of operations related frauds due to the nature of business of the Company. The company has taken or is in the process of taking disciplinary/ legal action against such employees/customers.

9. Human Resources

As at March 31, 2024, the company had 28,286 employees on its rolls at various levels of organizational structure compared to 27,273 in March 31, 2023. Muthoot Finance is certified 'Great Place to Work' for three years in a row, reflecting its dedication to creating a positive and supportive workplace for its employees. This achievement follows our successful certifications in 2021-2022 and 2022-2023, marking a continued commitment to excellence in workplace culture and employee satisfaction.

Our employees plays a pivotal role in ensuring Muthoot group's persistent success and resilience. Your Company recognises that employees are the most valuable assets, prioritizing initiatives to foster a work environment where everyone can thrive and contribute meaningfully towards your Company's collective goals. High priority is placed on upholding human values, respect for individuals, ethical and professional behaviour.

During the year, Company made significant strides in enhancing employee communication by presenting simplified updates on various welfare schemes and awareness programs. In order to promote a healthier lifestyle among employees, we launched a successful 3-month Wellness and Fitness Campaign for our employees. The campaign included a focus on physical fitness with information regarding yoga, easy exercises, Nutritional Information's and Healthy recipes etc. These initiatives have ensured our employees are well-informed, supported, and empowered, contributing significantly to their overall well-being and the sustained success of our organization.

We place significant importance on internal promotions, recognizing and rewarding the hard work and dedication of our performing staff members. During the year, we provided promotion opportunities for high-performing employees at executive roles of JRE/ CCE to advance to Branch Head roles. Candidates for these roles underwent in-person interviews with corporate panel to assess their suitability and potential for leadership positions. Successful candidates were then given comprehensive leadership training at our corporate office, equipping them with the skills and knowledge necessary to excel in their new roles. This initiative underscores our commitment to fostering career growth and development from within, ensuring our employees have clear pathways to leadership and continued professional advancement.

During the year, we have embarked on a significant HR automation initiative aimed at enhancing the efficiency and effectiveness of our human resources processes. The primary objective of the initiative is to streamline and automate the entire recruitment process, from initial application to offer letter generation, using career portal. The benefits from HR automation include significant time savings, as automation reduces administrative tasks and allows HR professionals to focus on strategic initiatives; improved accuracy, with automated systems minimizing human errors and ensuring reliable data management; enhanced productivity through streamlined processes and faster turnaround times; better decision-making supported by real-time data and analytics. By leveraging technology to optimize our HR processes, the management demonstrates its commitment to innovation and continuous improvement, contributing to the organization's sustained success and growth.

10. Marketing & Promotion Initiatives

It has been our conscious effort over a long period of time to bring about greater social inclusion by supporting and enabling the underserved. Our marketing and branding initiatives not only communicate our services but also leverage its strengths to create greater brand equity and enhance brand imagery, on a continuous basis to achieve greater brand recall.

During the financial year 2023-24, our key marketing and branding initiatives were focused on reasserting the brand's core strengths that are unmatched by competition. Besides, furthering the earlier initiatives that are meant to provide visibility and act as landmarks. Significant evidence of impact of strategic marketing initiatives can be seen in the recognition that the brand has received from independent bodies and institutions, which by itself further add to brand's goodwill and brand equity. Some of the initiatives undertaken during the financial year include:

'Bharosa India Ka' Marketing Campaign

'Bharosa India Ka' is an expression of a deep-rooted relationship that the people of India share with Muthoot Finance, India's leading gold loan NBFC. It is a reinforcement of their trust. As an integrated marketing campaign 'Bharosa India Ka' is driven by the charismatic, Mrs. Madhuri Dixit, our brand ambassador. The campaign showcases Muthoot Finance's commitment to providing reliable and diverse financial solutions, empowering countless individuals across the nation.

Renewal of semi-naming rights for Metro Stations in New Delhi and Chennai.

We renewed our rights with the Delhi Metro Rail Corporation (DMRC) and Chennai Metro Rail Limited (CMRL) for seminaming rights led to the branding of The Muthoot Group Greater Kailash Metro Station, New Delhi and The Muthoot Group Nandanam Metro Station, Chennai respectively. We also undertook the task of complete rebranding at the Greater Kailash Metro Station. These initiatives, with their prime location and footfall, enabled us to significantly enhance our Brand's visibility.

Painted the Pink City Red.

During the FY2023-24, we also expanded our branding 'footprint' in Rajasthan with the acquisition of semi-naming rights for Jaipur Railway Station Metro. It's been christened as "The Muthoot Group Railway Station" Metro.

Awards & Recognitions:

During the year, your company has received the following awards and recognitions:

a. 'The 2023 Laqshya Pitch BFSI Marketers Award' from Exchange4Media for marketing expertise and strategic brilliance.

b. Muthoot Finance's prestigious integrated marketing campaign "Kholiye Khushiyon Ki Tijori" received multiple awards and recognitions from various industry bodies. Amongst many, the campaign most notably won exchange4media's 'Best Content Marketing Award' at the 8^th edition of Indian Content & Marketing Awards 2023, exchange4media's 'Indian Marketing Award 2023' and the, 'Most Effective ROI Driven Campaign' at the Pitch BFSI Marketing Awards 2023.

11. Capital Adequacy

Your Company's Capital Adequacy Ratio as of March 31, 2024, stood at 30.37% of the aggregate risk-weighted assets on the balance sheet and risk-adjusted value of the off-balance sheet items, which is well above the regulatory minimum of 15%. Out of the above, the Tier I capital adequacy ratio stood at 29.61% and the Tier II capital adequacy ratio stood at 0.76%.

12. Public Deposits

Your Company being a Non-Deposit Taking NBFC, has not accepted any deposits from the public during the year under review.

13. RBI Guidelines

The Company comply with the Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023 and all the applicable laws, regulations, guidelines, etc. prescribed by RBI from time to time. The Company was identified as NBFC-Upper Layer under the Scale Based Regulation. In compliance with the requirement of Scale Based Regulatory Frameworks the Company has defined and appointed various control functions such as Chief Risk Officer, Chief Compliance Officer, Head of Internal Audit, Chief Information Security Officer.

Your Company has complied with all the applicable regulations prescribed by the Reserve Bank of India from time to time. Please refer note 51,52,53,54 and 55 of Notes forming part of Standalone Financial Statements for additional disclosures required under RBI Guidelines applicable to the Company.

14. Subsidiaries/ Associates/ Joint Ventures

Your Company's subsidiaries have been contributing to the overall growth of your Company during the year. With a strong focus on Muthoot Finance vision to emerge as a diversified services group, financial year 2023-24 was a year of transformation for us. The consolidated assets under management increased by 25% year-on-year and the standalone assets under management increased by 20%. The contribution of subsidiaries on loan assets increased to 15% from 12% last year, reflecting our strategic diversification efforts.

The consolidated profit after tax for the financial year 202324 increased by 22% year-on-year and stands at H 44,676 million. The contribution of subsidiaries in the consolidated profit after tax also increased to 10% from earlier 6%, underlining the resilience of our diversified business model.

As on March 31,2024, your Company had seven subsidiaries namely Asia Asset Finance PLC, Muthoot Homefin (India) Limited, Muthoot Insurance Brokers Private Limited, Belstar Microfinance Limited, Muthoot Money Limited, Muthoot Asset Management Private Limited, and Muthoot Trustee Private Limited. As required under Section 136 of the Act, the audited financial statements, including the consolidated financial statements of your Company are available on the website of the Company. The audited financial statements of each of its subsidiaries are also available on the website of the Company at https://www.muthootfinance.com/subsidiaries. The above documents will also be available for inspection at the Registered Office of the Company during business hours.

During the year under review, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129 (3) of the Act, we have prepared the consolidated financial statements of the Company which forms part of the Annual Report. The statement containing the salient features of the financial statement of your Company's Subsidiaries in Form AOC-1 is annexed to Standalone Financial Statements of the Company as required under Rule 5 of The Companies (Accounts) Rules, 2014.

There are no other companies that have become or ceased to be Subsidiaries/ Associates/ Joint Ventures of the Company during the Financial Year 2023-24. There has been no material change in the nature of business of subsidiary companies during the financial year 2023-24.

The Board of Directors of your Company has formulated a policy on material subsidiary, which is displayed on the website of the Company at https://www.muthootfinance. com/sites/default/files/2020-08/1472561 568policv%20 on%20material%20subsidiarv.pdf

As at March 31, 2024, Company did not have any material subsidiary.

Financial Performance & position of Subsidiaries a. Asia Asset Finance PLC:

Asia Asset Finance PLC, (AAF), a Company listed in Colombo Stock Exchange, is a subsidiary of your Company from December 31, 2014. AAF, where your Company holds 72.92% of equity capital, is a registered Financial Company with Central Bank of Sri Lanka and is mainly engaged in Lending against the collateral of gold jewellery , Microfinance , Vehicle Finance and Hire Purchase Activities. The Company which has also started a business relating to AAF has operations across Sri Lanka with 85 branches as on March 31, 2024. AAF has made considerable progress in its business. Its major financial parameters for Financial Year 2023-24 are as follows:

AAF loan portfolio stood at LKR 20,564.31 million for the year ended March 31, 2024. Total Income for FY 24 stood at LKR 6,603.55 million as against previous year total income of LKR 6,006.34 million. It generated a profit after tax of LKR 344.19 million during FY24 as against previous year profit after tax of LKR 295.35 million.

b. Muthoot Homefin (India) Ltd:

M/s. Muthoot Homefin (India) Ltd (MHIL), a registered Housing Finance Company licensed by National Housing Bank is a wholly owned subsidiary of your Company. Its major financial parameters for Financial Year 2023-24 are as follows:

MHIL's loan portfolio stood at H 20,353.15 million, an increase of 41.53% during the year. Total income for Financial Year 2023-24 stood at H 2,187.71 million as against previous year total income of H 1,548.11 million. It achieved a profit after tax of H 184.93 million in Financial Year 2023-24 as against previous year profit of H 103.98 million.

c. Muthoot Insurance Brokers Private Limited:

Muthoot Insurance Brokers Private Limited (MIBPL), is an unlisted Private Limited Company holding a license to act as Direct Broker from Insurance Regulatory and Development Authority of India (IRDA) since 2013. MIBPL is a Wholly- Owned Subsidiary Company of your Company. Its major financial parameters for Financial Year 2023-24 are as follows:

MIBPL generated a First year premium collection amounting to H5,099.03 million during Financial Year 2023-24 as against H 4903.25 million in the previous year. It generated a Profit after Tax of H 417.82 million during Financial Year 2023-24 as against H 463.78 million in the previous year.

d. Belstar Microfinance Limited:

M/s. Belstar Microfinance Limited (BML) is a micro finance Company. At end of the Financial Year 2023-24, your Company holds 63.86% of the equity capital of BML. Its major financial parameters for Financial Year 2023-24 are as follows:

BML grew its loan portfolio during Financial Year 2023-24 by 61.86% reaching H100,231.67 million. It achieved a profit after tax of H 3,398.54 million during Financial Year 2023-24 as against previous year profit after tax of H 1,303.25 million.

e. Muthoot Money Limited

M/s. Muthoot Money Ltd (MML), a registered Non-Banking Finance Company licensed by Reserve Bank of India is a Wholly- Owned Subsidiary of your Company. Its major financial parameters for Financial Year 2023-24 are as follows:

MML grew its loan portfolio during Financial Year 2023-24 by 190.01% during the year reaching H 1 1,227.12 million. Total income for Financial Year 2023-24 stood at H 1,261.37 million as against previous year total income of H 564.01 million. It achieved a profit after tax of H 46.35 million in Financial Year 2023-24 as against previous year profit after tax of H 2.41 million.

f. Muthoot Asset Management Private Limited

Your Company has incorporated a wholly owned subsidiary Muthoot Asset Management Private Limited ("MAMPL") which is yet to commence commercial operations. Its major financial parameters for Financial Year 2023-24 are as follows:

g. Muthoot Trustee Private Limited

Your Company has incorporated a wholly owned subsidiary Muthoot Trustee Private Limited ("MTPL") which is yet to commence commercial operations. Its major financial parameters for Financial Year 2023-24 are as follows:

15. Particulars Of Loans, Guarantees, or Investments Under Section 186 of Act

Pursuant to Section 186(11) (a) of the Act read with Rule 11(2) of the Companies (Meetings of Board and its Powers) Rules, 2014, the loan made, guarantee given or security provided in the ordinary course of business by an NBFC registered with RBI are exempt from the applicability of the provisions of Section 186 of the Act. As such, the particulars of loans and guarantees have not been disclosed in this Report. During the year under review, the Company has invested surplus funds in various securities in the ordinary course of business. For details of the investments of the Company, refer to Note 9 of the financial statements.

16. Annual Return

Pursuant to Section 134(3)(a) of the Act, the Annual Return of the Company prepared as per Section 92(3) of the Act for the financial year ended March 31, 2024, is hosted on the website of the Company and can be accessed at https:// cdn.muthootfinance.com/sites/default/files/files/2024-09/ shareholder-Annual-Return-2024.pdf

17. Consolidated Financial Statements

The audited consolidated financial statements of the Company prepared in accordance with the Ind AS to comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the relevant provisions of the Act, is provided in the Annual Report. The audited financial statements of subsidiary companies are available on the website of the Company at https://www.muthootfinance.com/subsidiaries

18. Risk Management

Risk management forms an integral element of our business strategy. As a lending institution, we are exposed to various risks that are related to our gold lending business and operating environment. Our objective in risk management processes is to appreciate measure and monitor the various risks we are subject to and to follow the policies and procedures to address these risks. The Company's Risk Management Committee of the Board of Directors constituted in accordance with the Reserve Bank of India regulations has overall responsibility for overseeing the implementation of the Risk Management

Policy. The committee meets at least twice in a year to review the Risk Management practices. Risk Management department periodically places its report to the committee for review. The committee's suggestions for improving the Risk Management Practices are implemented by the Risk Management department. The primary responsibility for managing the various risks on a day to day basis will be with the heads of the respective business units of the Company. The major types of risk we face are collateral risk, operational risk, liquidity risk, market risk (which includes interest rate risk), Foreign currency risk , Prepayment risk and Business cycle risk.

Our organisational objective in risk management processes is to appreciate measure and monitor the various risks we are subject to and to follow the policies and procedures to address these risks. The major types of risk we face are collateral risk, operational risk, liquidity risk, market risk (which includes interest rate risk), Foreign currency risk, Prepayment risk and Business cycle risk. We have instituted a series of checks and balances, including an operating manual, and both internal and external audit reviews. Although we disburse loans in very short periods of time, we have clearly defined appraisal methods as well as KYC compliance procedures in place to mitigate various operational risks in our operations.

An independent Risk Governance Structure, in line with international best practices, has been put in place by your Company for separating duties and ensuring independence of Risk Measurement, Monitoring and Control functions. The framework visualizes empowerment of various Business Units at the operating level, with technology as the key driver that enables identification and management of risks at place of origination itself.

19. Corporate Social Responsibility & Business Responsibility

The primary focus of your Company's philanthropic push is to make a meaningful and measurable impact on the lives of economically, physically, and socially challenged communities. The focus areas of your Company's CSR activities for FY2024 include Healthcare, Education, Livelihood, Rural & Slum Area Development, Skill Development, Environment, Protection of National Heritage, Empowerment of Women and Senior Citizens, Animal Welfare, Sports, among others, carried out mainly through our own branches and employees in all States and UTs.

The Company's CSR policy is committed towards CSR activities as envisaged in Schedule VII of the Act. The Details of CSR policy of the Company are available on the website of the Company at https://www.muthootfinance.com/sites/ default/files/pdf/CSR Policy May 2021.pdf Annual Report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached to this report as Annexure 2. The details of the ongoing CSR projects/ programmes/ activities are included in the Annual Report on CSR activities.

Details of the Corporate Social Responsibility and Business Responsibility Committee are provided separately in the Annual Report on CSR activities annexed to the Board's Report as Annexure 2.

20. Business Responsibility and Sustainability Report

SEBI has mandated top 1,000 listed entities in India by market capitalisation to prepare and present the Business Responsibility and Sustainability Report (BRSR) and further the top 150 listed entities basis market capitalisation are also required to undertake assurance of the BRSR Core. The BRSR Core is a subset of the BRSR consisting of a set of Key Performance Indicators (KPIs)/metrics under nine Environment, Social and Governance attributes. The BRSR and Assurance Statement issued by an independent practicing chartered accountant forms integral part of this Integrated Annual Report and is annexed to this report as Annexure 3.

21. Particulars Of Contracts or Arrangements made with Related Parties

The Board of Directors has approved the policy on transactions with related parties ("RPT Policy"), pursuant to the recommendation of the Audit Committee. In line with the requirements of the Act, RBI regulations and the SEBI Listing Regulations, the Company has formulated the RPT Policy. The RPT Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and the related parties. The policy provides for identification of RPTs, necessary approvals by the Audit Committee/ Board /Shareholders, reporting and disclosure requirements in compliance with the Act and provisions of the SEBI Listing Regulations. Policy is available on the website of the Company at https://www.muthootfinance. com/sites/default/files/2024-08/Muthoot%20Finance%20 RPT%20Policy-v5.pdf. Prior approval is obtained for all related party transactions. All related party transactions were placed before the Audit Committee for review on a quarterly basis.

All related party transactions that were entered into during financial year were on an arm's length basis and in the ordinary course of business and disclosed in the Financial Statements. There were no materially significant related party transactions entered into by the Company with Promoters, Directors, KMPs or body corporate(s), which had a potential conflict with the interest of the Company at large that required approval of shareholders as required under Chapter IV of SEBI Listing Regulations. Form AOC-2 is attached to this report as Annexure 4. The Directors draw attention of the Members to note 39 to the Financial Statements which sets out related party disclosures.

22. Audit Committee

Your Company has constituted an Audit Committee in accordance with the requirements of the Companies Act, 2013, RBI directions, and SEBI Listing Regulations. Details on Audit committee, terms of reference and meetings appear on the Report on Corporate Governance annexed to this report. All recommendations of Audit Committee were accepted by your Board during the financial year 2023-24.

23. Vigil Mechanism

The Company seeks to create an environment free of unfair practices and unethical conduct by laying down the highest standards of conduct for its employees. The Company has in place the Whistle Blower Policy which is periodically reviewed. The Policy provides a mechanism for employees including directors, secondees or stakeholders of the Company to raise any issue concerning breach of any law, statute or regulation, accounting policies and procedures, acts resulting in financial loss or loss of reputation, leakage of information in the nature of UPSI, misuse of office, suspected/actual fraud and criminal offences without the risk of subsequent victimization, discrimination or disadvantage. The Policy aims to ensure that concerns are appropriately raised, independently investigated and addressed. The Policy complies with the requirements of vigil mechanism as stipulated under Section 177 of the Companies Act, 2013 ("the Act") and other Applicable laws, rules and regulations.

During the year under review, no employees of the Company has been denied access to the Audit Committee. The said mechanism ensures that the whistleblowers are protected against victimization/ any adverse action and/ or discrimination as a result of such a reporting and provides direct access to the Chairman of the Audit Committee in exceptional cases. The Policy has been periodically communicated to the employees through email communications, internal newsletters and also hosted on the website of the Company and can be viewed at https://www.muthootfinance.com/vigil-mechanism.

24. Listing

Equity Shares of your Company are listed on the National Stock Exchange of India Ltd and BSE Limited. Non- Convertible Debentures issued by the Company through public issues are listed on BSE Ltd and certain Non- Convertible Debentures issued by the Company through Private Placements are listed on the National Stock Exchange of India Ltd and BSE Ltd. Your Company has paid applicable listing fees to Stock Exchanges.

Appointments during the financial year 2023-24

Mr. Joseph Korah was appointed as Independent Director of the Board effective September 29, 2023 pursuant to the resolution passed by the shareholders of the Company at the 26^th Annual General Meeting. Further, Ms. Usha Sunny was re-appointed as Independent Director for the second consecutive term effective from November 30, 2023 pursuant to the resolution passed by the shareholders of the Company at the 26^th Annual General Meeting.

Retirements during the financial year 2023-24

Mr. Abraham Chacko was appointed as an Independent Director on the Board on September 18, 2021, for a period of 3 years and the first term of office of Mr. Abraham Chacko as an Independent Director on the Board is expiring at the upcoming Annual General Meeting. Being eligible to be re-appointed, the Board of Directors of the Company and on the recommendation of the Nomination and Remuneration Committee, has thought it fit to re-appoint Mr. Abraham Chacko as an Independent Director for the second consecutive term of 5 years. Hence, the Board, upon evaluating the eligibility criteria under Reserve Bank of India guidelines, Companies Act, 2013 and SEBI Listing Regulations, recommends the appointment of Mr. Abraham Chacko as an Independent Director for a second consecutive term of 5 years. Mr. Abraham Chacko is an experienced banker by profession and had held senior most positions in various banks in the past including Executive Director in Federal Bank Limited, a BSE & NSE listed and one of the oldest private sector bank in India. Detailed profile of Mr. Abraham Chacko is provided in the Notice of the AGM.

Mr. George Alexander Muthoot was appointed as the Managing Director on the Board on April 01, 2020, for a period of 5 years and his present term as Managing Director on the Board is expiring on March 31, 2025. Mr. George Alexander Muthoot is a key contributor in overall Management of the Company. His vast experience and his association has always benefited the Company and it is desirable to continue to avail his services as Managing Director. Your Board believes his re- appointment will benefit the Company through his role as Managing Director. Hence,

the Board, upon evaluating the eligibility criteria under Reserve Bank of India guidelines, Companies Act, 2013 and SEBI Listing Regulations, on the recommendation of the Nomination and Remuneration Committee, has thought it fit to recommend the re-appointment of Mr. George Alexander Muthoot as the Managing Director for a term of 5 years.

Mr. George Thomas Muthoot, and Mr. George Jacob Muthoot were appointed as Whole Time Directors for a period of 5 years with effect from 01.04.2020 and their present term is expiring on March 31, 2025. Mr. George Thomas Muthoot and Mr. George Jacob Muthoot had been key contributors in overall management of the Company. Their vast experience and their association would be of immense benefit to the Company and it is desirable to continue to avail their services as Whole-time Directors of the Company. The Board of Directors considers that their appointment as Whole Time Directors will be beneficial to the Company. After evaluating the eligibility criteria under Reserve Bank of India guidelines, Companies Act, 2013 and SEBI Listing Regulations, your Board recommends re-appointment of George Jacob Muthoot and George Thomas Muthoot as Whole time directors of the Company for a term of 5 years.

Cessation during the financial year 2023-24

During the year under review Justice (Rtd) Jacob Benjamin Koshy, Independent Director of the Company ceased to be a Director due to the expiry of his term of appointment on September 29, 2023. Board places on record its sincere appreciation for the support and guidance provided by Justice (Rtd) Jacob Benjamin Koshy during his tenure.

Directors Liable to retire by rotation at the AGM

Mr. George Muthoot George, Mr. George Alexander, and Mr. George Muthoot Jacob, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for reappointment.

Your Board and the Nomination and Remuneration Committee has evaluated the eligibility criteria under RBI guidelines, the Act and Listing Regulations, of all directors seeking appointment / re-appointment at the ensuing Annual General Meeting and has recommended the appointment / re-appointments. Your Board believes that the proposal for appointment / re-appointment of Directors will have the support of shareholders. Necessary disclosures as required under the SEBI Listing Regulations and the Act are provided in the notice calling the Annual General Meeting.

The brief profiles of Directors seeking re-appointment are also available on the website of the Company at https:// www.muthootfinance.com/our-directors

All the Directors of the Company have confirmed that they satisfy the 'Fit and Proper' Criteria as prescribed under Master Direction - Reserve Bank of India (Non-Banking

Financial Company - Scale Based Regulation) Directions, 2023, as amended, and that they are not disqualified from being appointed/continuing as Directors in terms of Section 164(2) of the Act.

During the year under review, there were no changes in the Key Managerial Personnel appointed pursuant to Section 203 of the Companies Act, 2013. Details of Senior Management Personnel of the Company are provided in the report on Corporate Governance attached to the Board's Report. During the year under review, there were no changes in the Senior Management Personnel in the Company.

26. Meetings of the Board

During the Financial Year 2023-24, your Board of Directors met five times on April 06, 2023, May 19, 2023, August 11, 2023, November 09, 2023, and February 14, 2024. Details of various meetings of the Board are given in the Corporate Governance Report which is a part of this report.

27. Declaration from Independent Directors

The Independent Directors have submitted necessary disclosures that they meet the criteria of independence as provided under Section 149(6) of the Act and Regulation 16 (1) (b) of the SEBI Listing Regulations. A statement by Managing Director confirming receipt of this declaration from Independent Directors is annexed to this report as Annexure 5. In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company other than the sitting fees, commission, if any and reimbursement of expenses incurred by the for the purpose of attending the meetings of the Board or Committees of the Company.

Your Company has also received undertaking and declaration from each director on fit and proper criteria in terms of the provisions of Master Direction (Non-Banking Company - Scale Based Regulation) Directions, 2023

a) Policy on Appointment and Remuneration Of Directors

Board of Directors of your Company, on the recommendation of Nomination and Remuneration Committee, has formulated a policy for selection, appointment and remuneration of the directors, senior management personnel as required under Section 178(3) of the Act. The policy is available on the Company's website at the weblink https://www.muthootfinance.com/sites/default/ files/2020-08/1452753862Nomination%20and%20 Remuneration%20Policv.pdf

Terms of reference of the Nomination and Remuneration Committee and other relevant details of Nomination and Remuneration Committee are provided in the Corporate Governance Report circulated along with this report.

b) Performance evaluation of Board, Committees and Directors

In compliance with the regulatory requirements, the Board carried out an annual evaluation of its own performance, its Committees, and of the individual Directors based on criteria and framework adopted by the Board and in accordance with regulations. The details of training, appointment, resignation, and retirement of Directors, if any, are dealt with in the report of Corporate Governance. Brief details of profile of each director appear in the Annual Report of the Company.

c) Independent Directors Meeting

The Company believes that for the Board to exercise free and fair judgment in all the matters related to the functioning of the Company as well as the Board, it is important for the Independent Directors to meet without the presence of the Non-independent Directors and Executive Management.

Further, Schedule IV of the Act, Rules made thereunder and Listing Regulations, prescribes that atleast one meeting of Independent Directors of the Company shall be conducted without the presence of Non-Independent Directors and the Management. It also provides that the Independent Directors shall review the performance of the Board/Chairperson/Non- executive Directors/Whole-time Directors which is required to be done at a separate Meeting of Independent Directors.

During the year, a meeting of Independent Directors was held on February 14, 2024 as required under the Act and in compliance with the requirements under Schedule IV of the Act and SEBI Listing Regulations, and discussed and deliberated matters specified therein.

d) Details of Remuneration/ Commission from Subsidiaries

None of the Whole Time Directors or Managing Director has received any remuneration or commission from any of the subsidiaries of the Company during the financial year-2023-24.

29. Corporate Governance Report

Your Company has complied with the Corporate Governance norms as stipulated in Chapter IV of SEBI Listing Regulations read with RBI Circular: DOR.ACC.REC.No.20/21.04.018/2022- 23 dated April 19, 2022. As per Regulation 34 of SEBI Listing Regulations and aforementioned RBI circular, the detailed report on Corporate Governance is attached to this Report as Annexure 6.

30. Management Discussion and Analysis Statement

In compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, separate Section of this Annual Report includes details on the Management Discussion and Analysis detailing the industry developments, segment wise/ product wise performance and other matters as Annexure 7.

31. Environmental, Social, and Governance ("ESG")

Sustainability is integral to the purpose of Muthoot Group and we are committed to making a positive impact on the environment and the society. We analyse emerging risks and opportunities and incorporate them in our ESG-based strategies. Our core values revolve around sustainable practices, firmly rooted in our ESG standards. These principles guide our conscious decision-making, resulting in positive effects on the environment, society and individuals. Our commitment to Moving Forward Together with Care and Commitment ensures lasting value for our stakeholders.

The Board has instituted an Environmental, Social and Governance Committee ("ESG Committee) to discharge its oversight responsibility on matters related to organizationwide ESG initiatives, priorities, and leading ESG practices. Details of the constitution of the ESG Committee and its terms of reference are provided in the Report on Corporate Governance.

32. Conservation of energy, technology absorption, foreign exchange earnings and outgo:

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

a) Conservation of energy

The need for adoption of clean technology, improving end-use efficiency and diversifying energy bases, etc. have all been seriously considered by the Government of India and the country is poised for a considerable increase in the use of renewable energy sources in its transition to a sustainable energy base.

Your Company being a Non-Banking Finance Company, has no activities involving conservation of energy. However, the group has ventured into power generation by tapping non-conventional energy resources. Power generation by harnessing wind energy is the most pollution-free renewable and environmentally friendly energy resource in our country. It is in this context the group has installed 3 No's of 1.25 MW capacity Suzlon Make Wind Electric Generators at the Devarkulam site in Tirunelveli District, Tamil Nadu. About 8 million units are being generated from the WEG'S annually and this is being pumped into the Southern Grid. Identifying the vast potential of alternative energy sources, The Muthoot Group is planning to invest more in this sector in the near future and to fulfill our responsibility to our nation.

b) Technology Absorption

Over the years, your Company has been in the forefront in implementing latest information technology and tools deploying wide spectrum of technological capabilities enabling digital transformation by revamping the back-end and enhancing the front end experience for customers. Our Company's vast network of branches coupled with digital banking platforms have kept your Company in the leadership position and enabled the Company to introduce more customer centric, intuitive & seamless products and services enhancing our customer convenience.

We use information technology as a strategic tool for our business operations to improve our overall productivity and efficiency. We believe that through our information systems which are currently in place, we are able to manage our nationwide operations efficiently, market effectively to our target customers, and effectively monitor and control risks. All our branches are computerised. We have used the power of information technology in our operations to improve our customer services, efficiency and management information systems. In March, 2013, we developed a powerful, user-friendly core banking solution and implemented the solution in all our branches across India.

Initiatives taken by the Company in information technology for improved business efficiency, ease of operation, improved risk management practice and for providing best stakeholders experience:

In this fast-changing digital era, your Company is constantly innovating itself using transformative technologies to provide the right solutions to our diverse clientele, to provide great customer experience and in improving efficiency of staff. The Company continued its focus on various digital transformation initiatives during the year providing a great customer experience, improved business efficiencies, ease of operations, and effective risk management. A few of the digital initiatives undertaken by the Company include:

Seamless DIY Journeys

We believe in enriching the customer convenience by providing DIY (Do It Yourself) for different transactional journeys. Customer is now empowered to complete different transactions at their leisure from the place they prefer to. Be it toping up Loans, Getting personal loans, making any repayments, we have done a plenty DIY Journeys to ease the customer conveniences.

KYC Data refinement and customer data protection

In the increasing digital financial transaction era, it is important to have the accurate information like VPA bank account etc. we have enriched different initiatives to stream line the bank account mappings, VPA verifications, different KYC document authenticity validation etc. At Muthoot Finance, the privacy and security of our customer data is of utmost importance and we constantly strengthen our applications to enhance the veracity of customer data attributes.

Customer connect through collaboration

Various refinements are added to get the insight of the customers for the personalized services to the customers. Collaboration with different bureau agencies are done to get insight about the customer for automating the product recommendation and reduce the TAT with preapproval process.

AI/RPA enrichments

AI capabilities and the AI models are getting added in the areas of security surveillance, customer verifications and gold audit process. RPA is implemented in areas like KYC verifications, reconciliation of digital transactions etc.

Other enrichments

Our core platform enhancements keep the availability, reliability and adaptability without losing the integrity of the application

• Additional integration with the banking channels for fund transfer and BBPS transactions.

• Additional digital channels like POS machine with VPA integrations.

• RPA for BBPS repayment reconciliations.

• Enhancements in API platform for easy and quick integration with third-party applications

• Localization and digitization of the pledge forms and e-mandates helping to reduce consumption of physical papers.

AML Feature in CFSS and CRM

We have introduced Customer Screening through dedicated AML software in CFSS. It is for safeguarding the integrity of the financial system and protecting against the illicit use of funds derived from criminal activities. By implementing robust AML frameworks, conducting thorough due diligence, and leveraging technology and international cooperation, we can effectively combat money laundering and uphold the integrity of financial markets.

Google Work Space

Our Company has effectively adopted Google Workspace as part of its digital transformation initiatives. This adoption has streamlined our operations, improved communication, and enhanced collaboration across the organization. By leveraging tools like Gmail, Google Drive, and Google Meet, organizations have been able to maintain efficiency and connectivity, especially critical during remote work scenarios (Pandemic Era). This move aligns with our broader strategy to embrace digital solutions and improve overall productivity within the company.

Cloud Adoption

The adoption of cloud services, specifically Google Cloud Platform(GCP) and Amazon Web Services (AWS) by our company has been quite effective, contributing significantly to our digital transformation. This transition has enabled the company to streamline operations, enhance scalability, and improve data security and accessibility. One notable impact of cloud adoption is the improved efficiency in handling large volumes of transactions and data. By leveraging cloud-based solutions the company has enhanced its ability to offer seamless services to all value users. This technological shift has also supported our efforts in expanding digital services, including online loan applications and digital payment solutions, thereby improving customer convenience and satisfactions.

Overall, cloud technology has played a crucial role in supporting our company's growth and operational excellence, aligning with a broader strategy of embracing digital innovations to stay competitive in the financial services industry.

iMuthoot - Android & iOS

The latest iMuthoot mobile app, Version 3.9, offers customers a convenient way to apply for and repay various loans, including Gold, Home, Personal, and Vehicle Loans, from the comfort of their homes. This upgraded app enhances the overall customer experience by providing a seamless omnichannel experience, allowing users to handle all their digital transactions without needing to visit a branch.

In addition, we have introduced several new features, such as bill payment facilities, loan top-ups, KYC updates, PAN and account number updates, purchasing NCDs, enrolling in NPS, buying insurance, applying for small business loans, and earning reward points through online transactions.

Muthoot Online

Muthoot Online is the web platform and an extension of the Muthoot Core Financial Services Solutions. It is a flexible, standalone delivery channel seamlessly integrated with our Core Financial Services. This responsive web application is designed for use across various devices, including desktops, laptops, mobiles, and tablets, enabling customers to conveniently make online repayments for their loans. In addition to loan repayments, Muthoot Online offers a range of features similar to the iMuthoot app. Customers can now enjoy bill payment facilities, loan top-ups, KYC updates, PAN and account number updates, enrolling in NPS, buying insurance , applying for small business loans, and earning reward points through online transactions.

BINGO&Click-to-Call

This enterprise mobile application is designed for Muthoot Finance Branch employees to capture and manage leads, contact customers, and follow up on various campaigns. It enables branch users to track customer interactions and conduct regular followups on different initiatives. To ensure data security, the application features call masking for both customers and employees.

AI and ML Initiatives Chatbot

AI Enabled Chat bot to answer queries, Do Interest Payment, Top Ups, Bank Mapping, Lead Creation, multilingual Support both in text and speech, record customer feedback, Converse via WhatsApp, website and mobile app. Works on the principle of Machine learning integrated with CRM and Core Banking

Software to provide latest information to customers. Chat bot has significantly improved our customer satisfaction, Ease of transaction, Better Cross Sell & up sell options.

Voice Bot

AI enabled Conversational Humanoid Voice Bot for human like response based interaction with Customers. Currently usage is for EMI and insurance premium reminders, Calls for recovery, Multilingual support, with Hindi, English and 8 other regional languages. NLP with Speech to text.

Manpower optimisation, Digital records of customer commitments, Auto payment provision for customers, Improved collections and Recovery with reduced NPA and Auctions, Improved customer satisfaction and CX, Ease of transaction for customers

Branch Security System

AI enabled security system running on state of the art GPUs at branches. Technology includes IOT (Cameras, DVRs and GPUs), ML, and AI Based Algorithms for alerts at the Central Monitoring station.

The Algorithms are supported by machine learning to pick up any untoward incident, from the streams available from DVRs/NVRs at the branches. First line of security at the branch with real time alerts (on Mobile, email or CMS dashboard), reduced pressure on branches when under duress,

RPA Initiatives:

Audit of nearly 5000 loan documents per day for their KYC along with system validations resulting in 70% manpower savings from 30 FTE to 10 FTEs. Loan Approval Process: Live approval of loans above H 0.50 million at branches by Regional Office . The process is a live process with a 70% savings from 5FTE to 1.5 FTE. The process involves multiple workflow based approvals with exception approvals.

Data Analytics

We have enabled AI/ML based models across our online and offline platforms to enable instant and accurate credit decision making. Analytics interventions has enabled our collections team to bring down the Bounces month on month (absolute 3%) for unsecured as well as secured Businesses. Analytics has also enabled Business/Risk/Marketing/HR teams with on the go customisable Business Intelligence reports in Looker studio to improve visibility across levels.

c) Foreign exchange earnings and outgo during the financial year 2023-24

a) Statutory Audit under Section 139 of the Act

The Statutory Audit Report issued by M/s Elias George & Co (FRN: 000801S) and M/s Babu A. Kallivayalil & Co. (FRN: 005374S), Joint Statutory Auditors of the Company, on the financial statements of the Company for the year 2023-24 forms part of the Annual Report.

The term of office of the Joint Statutory Auditors M/s Elias George & Co (FRN: 000801S) and M/s Babu A. Kallivayalil & Co. (FRN: 005374S) is expiring at the ensuing Annual General Meeting. Board places on record its gratitude for the exceptional professional services rendered and guidance provided by the Joint Statutory Auditors during their tenure.

The Board of Directors of the Company at its meeting held on September 03, 2024 based on the recommendation of the Audit Committee, have recommended for appointment of M/s Krishnamoorthy & Krishnamoorthy and M/s PSDY & Associates as the Joint Statutory Auditors of the Company for a term of 3 consecutive years. Accordingly, resolutions proposing appointment of M/s Krishnamoorthy & Krishnamoorthy and M/s PSDY & Associates as the Joint Statutory Auditors of the Company for a term of three years from the conclusion of 27^th Annual General Meeting till the conclusion of 30^th Annual General Meeting of the Company to be held in the year 2027 are included in the Notice calling the Annual General Meeting. The Audit Committee of the Company has evaluated the eligibility criteria of the Joint Statutory Auditors and has recommended their appointment as the joint statutory auditors of the Company.

b) Secretarial Audit under Section 204 of the Act

M/s KSR & Co., Company Secretaries LLP, Coimbatore was appointed as Secretarial Auditors of the Company for the financial year 2023-24 pursuant to Section 204 of the Act. The Secretarial Audit report issued by the Secretarial Auditors is annexed to this report as Annexure 8.

c) Annual Secretarial Compliance Report

The Company has undertaken an audit for the financial year 2023-24 for all applicable compliances as per SEBI Regulations and Circulars/ Guidelines issued thereunder. The Annual Secretarial Compliance Report was submitted to the stock exchanges within 60 days from the end of the financial year and the same is available on the Company's website at the weblink https://cdn. muthootfinance.com/sites/default/files/files/2024-06/ Annual+Secretarial+Compliance+Report+Y24Signed.pdf

d) Cost records and Cost Audit

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable for the business activities carried out by the Company.

e) Auditors' certificate on Corporate Governance

The Auditors' certificate confirming compliance with the conditions of corporate governance as stipulated under the SEBI Listing Regulations for financial year 2023-24 is provided along with the Report on Corporate Governance.

f) Secretarial Auditors' certificate on ESOP

The secretarial auditors' certificate on the implementation of share based schemes in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, will be made available at the AGM for inspection electronically.

g) Certificate on Non-Disqualification of Directors

Certificate on Non-Disqualification of Directors issued by M/s Sunil Sankar & Associates, Practicing Company Secretaries is enclosed along with the Report on Corporate Governance.

h) Explanations or comments by the Board on qualification, reservation or adverse remark or disclaimer on audits for financial year 2023-24

There are no qualifications, reservation or adverse remark or disclaimer in the audit reports issued under Section 139 and Section 204 of the Act for financial year 2023-24.

i) Information Systems Audit

As per the requirements of the Master Direction of the Information Technology Framework for the NBFC Sector, an Information Systems Audit was carried out for the financial year 2023-24 by M/s Information Security Audit and Assurance Pvt Ltd.

34. Reporting on Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance towards sexual harassment and is committed to provide a safe environment for all, which is achieved through well-established robust mechanism for redressal of complaints reported under it.

The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, ('POSH Act') and Rules provides protection against sexual harassment of women at workplace and lays down the guidelines and timelines for the prevention and redressal of complaints pertaining to sexual harassment. Accordingly, the Company has constituted Internal Committee to redress complaints received regarding sexual harassment. All employees - permanent, contractual, temporary and trainees are covered under this Policy.

The Company has in place the guidelines on prevention of Sexual Harassment at Workplace and a formal process for dealing with complaints of sexual harassment, in compliance with aforesaid Act. The Company ensures that all such complaints are resolved within defined timelines. Sexual Harassment of Women at workplace (Prevention, Prohibition & Redressal) Act, 2013 made thereunder.

Details of cases reported to Internal Complaints Committee during the financial year 2023-24 are as under:

35. Personnel

The Disclosure required under the provisions of Section 197 of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report as Annexure 9. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Rules forms part of the Director's Report. Further, the Director's Report and the Accounts are being sent to the Members excluding the aforesaid statement. In terms of Section 136 of the Act, the said statement will be open for inspection upon request by the Members. Any Member interested in obtaining such particulars may write to the Company Secretary.

36. Significant and material Orders passed by Regulators or Courts or Tribunals

There are no significant and material orders passed by the regulators or courts or tribunals, which would impact the going concern status of your Company and its future operations.

37. Material Changes and Commitments affecting the financial position of the Company between the end of the financial year to which Financial Statements relate and the date of the report

No material changes and commitments affecting the financial position of your Company occurred between the end of the financial year to which Financial Statements relate and the date of this report.

38. Directors' Responsibility Statement

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

i. in the preparation of the annual accounts, the applicable Indian Accounting Standards had been followed. There were no material departures from applicable Indian Accounting Standards;

ii. 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 at the end of the financial year and of the profit of the Company for that period;

iii. 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;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

39. Disclosure pursuant to Part A of Schedule V of SEBI Listing Regulations

Disclosure pursuant to Part A of Schedule V read with Regulation 34(3) and 53(f) of SEBI Listing Regulations is attached as Annexure 10 of this report.

a) Compliance to Secretarial standards

During the year under review, the Company has been in compliance with the applicable Secretarial Standards i.e. SS-1 and SS-2, issued by the Institute of Company Secretaries of India, with respect to Meetings of Board and its Committees and General Meetings respectively. The Company has devised necessary systems to ensure compliance with the applicable provisions of Secretarial Standards.

b) Change in the nature of business

There has been no material change in the nature of business of the Company during the year under review.

c) The Company, in the capacity of Financial Creditor, has not filed any application with National Company Law Tribunal under the Insolvency and Bankruptcy Code, 2016 during the financial year 2023-24 for recovery of outstanding loans against any customer being Corporate Debtor.

d) The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof- Not Applicable.

e) During the year under review, there were no instances of

41. Acknowledgement

Your Directors thank the Company's stakeholders including investors, customers, banks, financial institutions, rating agencies, debenture holders, debenture trustees and well-wishers for their continued support during the year. Your Directors place on record their appreciation of the contribution made by the employees of your Company and its subsidiaries at all levels. Your Board reassures that in these challenging times, your Company will continue to support you and your family at all levels. Your Company's consistent growth was made possible by their hard work, solidarity, cooperation and support. The Board sincerely expresses its gratitude to Reserve Bank of India, Securities and Exchange Board of India, Ministry of Corporate Affairs, and Stock Exchanges including various officials there at for the guidance and support received from them from time to time.

42. Forward Looking Statements

This Report(s) contains certain forward-looking statements within the provisions of listing agreements and hence reasonable caution is to be exercised by stakeholders while relying on these statements.