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Directors Reports

To,

The Shareholders,

SK Finance Limited

The Directors have pleasure in presenting the 30th (Thirtieth) Annual Report on the business and operations of SK Finance Limited (hereinafter referred as "the Company") together with the audited financial statements for the Financial Year ended on 31st March, 2024.

FINANCIAL SUMMARY AND HIGHLIGHTS

The Company's financial performance for the year ended on 31st March, 2024 is summarised below:

(Rs. in lakh)
Particulars 2023-24 2022-23
Total Income 1,79,794.91 1,31,424.07
Finance Cost 74,734.23 54,747.99
Net Interest Income 88,549.43 66,304.13
Total operating expenses 53,185.20 38,480.61
Pre-impairment operating profit 51,875.48 38,195.47
Impairment on financial instruments 11,943.35 9,174.65
Profit before tax 39,932.13 29,020.82
Tax expenses 8,739.80 6,742.34
a. Current Tax 8,037.83 5,882.80
b. Earlier Year Taxes - (125.58)
c. Deferred Tax 701.97 985.12
Profit after tax 31,192.33 22,278.48
Other comprehensive income/(expenses) (102.29) (22.33)
Total comprehensive income after tax 31,090.04 22,256.15
Appropriation
a. Dividend - -
b. Tax on Dividend - -
c. Transfer to statutory reserve 6,238.47 4,455.70
Earnings per share
Basic 25.00 19.13
Diluted 24.70 18.79

KEY INDICATORS

• Total income for the year increased by 36.81% to 11,79,794.91/- lakh as compared to 11,31,424.07 lakh in 2022-23.

• Profit before tax for the year was 139,932.13 lakh as compared to 129,020.82/- lakh in 2022-23, showing a significant growth of 37.60%.

• Profit after tax for the year was 131,192.33/- lakh as compared to 122,278.48 lakh in 2022-23, showing a significant growth of 40.01%.

The detailed analysis of income and expenditure and financial ratios is made in the "Management Discussions and

Analysis Report" forming part of this Annual Report.

STATE OF THE COMPANY'S AFFAIRS

BUSINESS DEVELOPMENTS

• Disbursements

The Company offers, a wide range of commercial loans such as New and Used Commercial vehicle (excluding M&HCV), Car Loan, Tractor Loan, Two Wheeler Loan, Micro, Small & Medium Enterprises (MSME) Loan and Others (Small Ticket Personal Loan, Trade Advance and Home Renovation Loan). The product wise disbursement of the Company for Financial Year 2023-24 is summarised here below:

(Rs. in lakh)
Particulars 2023-24 2022-23
Commercial Vehicle Loan 3,01,591.25 2,70,919.76
Car Loan 1,49,600.01 97,943.35
Tractor Loan 85,302.77 72,553.91
Two Wheeler Loan 18,646.01 19,036.09
MSME Loan 1,40,392.58 85,441.43
Others 28,166.29 16,390.65
Total 7,23,698.91 5,62,285.19

• Assets Under Management (AUM)

During the Financial Year 2023-24, the Company crossed the total asset size of 112,30,912.22/- lakh. The AUM of the Company stood at 110,47,609.08/- lakh as at 31st March, 2024 compared to 1 7,37,834.17/- lakh as at March 31, 2023 registering a robust growth of 41.98% on YoY basis.

• Non-performing Asset (NPA)

Your Company is in strict adherence to the provisions of RBI Guidelines along with the Indian Accounting Standards (Ind AS) with respect to computation of NPA. The Company's assets have been classified based on the expected performance.

The Company ensures adherence to its strong collection and recovery measures, which helped the Company to maintain its gross Stage-3 and Regulatory Stage-3 at 121,358.23 lakh and 112,973.58 lakh respectively (2.18% and 1.32% respectively of the loan assets) and net Stage-3 and Regulatory Stage-3 at 112,606.84/- lakh and 111,346.79/- lakh respectively (1.30% and 1.17% respectively of the loan assets) as at 31st March, 2024 as compared to gross Stage-3 of 1.94% and net Stage-3 of 1.32% in previous years respectively

• Network Expansion (Branches)

The Company further expanded its geographical presence by reaching out to semi urban/rural areas and increased its footprint by opening new branches and making it more accessible to its customers. The Company strengthened its presence across the 11 states and 1 union territory with a network of more than 579 branches by adding 132 branches during the year under review.

• Capital Adequacy

Capital adequacy ratio ("CAR") as at 31st March, 2024 under IND-AS stood at 33.86% which is well above the minimum regulatory norms for non-deposit accepting NBFCs. Out of the above, Tier I capital adequacy ratio stood at 33.86% and Tier II capital adequacy ratio stood at 0% respectively.

OTHER MATERIAL EVENTS

The following material events which are covered in detailed in the later section of this Board Report inter-alia are as mentioned below:

1. The Company has infused Equity amounting to 187,094 lakh;

2. The Company has approved for the change in object clause of the Company;

3. The Company has approved the sub-division and Bonus issuance;

4. The Company has approved the change in the composition of the Board of Directors.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed discussion on the following aspects is included in the "Management Discussion and Analysis Report" in accordance with the applicable provisions of the Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023 ("RBI Master Directions") and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR") annexed as Annexure-1:

a. Industry structure and developments;

b. Opportunities and Threats;

c. Segment-wise or product-wise performance;

d. Outlook;

e. Risks and concerns;

f. Internal control systems and their adequacy;

g. Discussion on financial performance with respect to operational performance;

h. Material developments in Human Resources /Industrial Relations front, including number of people employed;

i. Details of significant changes in key financial ratios along with a detailed explanation therefor;

j. Details of any change in return on Net Worth as compared to the immediately previous financial year along with a detailed explanation therefor;

k. Such other material aspects.

CHANGE IN THE NATURE OF THE BUSINESS

During the year there was no change in the nature of business of the Company.

Although, the Shareholders vide passing the special resolution dated 11th March, 2024, has approved the change in object clause of Memorandum of Association by adding the corporate insurance line business to enhance the growth of your current business.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED IN BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THIS REPORT

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

TRANSFER TO RESERVES

Since the Company is a Middle-Layer Non-Banking Financial Company ("NBFC") registered with Reserve Bank of India ("RBI"), therefore as required under section 45-IC of the Reserve Bank of India Act, 1934 ("RBI Act"), the Company has transferred a sum of 16,238.47/- lakh to statutory reserves out of profits.

Further, the Board of Directors does not propose to transfer any amount to general reserves of the Company.

DIVIDEND

With a view to enhance the growth and business of the Company and in order to deal with the uncertain economic environment, the directors aim to retain the resources of the Company. Accordingly, they do not recommend any dividend for the financial year ended on 31st March, 2024.

The Company has put in place a dividend distribution policy and observes compliance of the same. The policy is available on the website of the Company at https://www. skfin.in/investor/policies-codes.

DEPOSITS

Being a non-deposit taking Company, the Company has not accepted any deposits from the public within the meaning of the provisions of Master Direction - NonBanking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016 and provisions of the Companies Act, 2013 (''the Act") are not applicable on the Company. Further, the Company shall not accept deposits from public without obtaining prior approval from the RBI.

CAPITAL STRUCTURE

During the year, following changes took place in the Share Capital structure of the Company:

Authorised Share Capital

The Board in its meeting held on 01st February, 2024 and Shareholders in the extraordinary general meeting held on 11th March, 2024 approved the subdivision of the existing authorised share capital of the Company from 130,00,00,000/- (Rupees Thirty Crore only) consisting of 15,00,00,000 (Fifteen Crore) equity shares of face value of 12 (Rupees Two only) each to 130,00,00,000/- (Rupees Thirty Crore only) consisting of 30,00,00,000 (Thirty Crore) equity shares of face value of 11 (Rupees One only) each.

Issued, Subscribed and Paid up Share Capital:

Issue and Allotment of Sweat Equity Shares

During the year the Company has issued 88,750 (Eighty- Eight Thousand Seven Hundred and Fifty) sweat equity shares of face value of 12/- (Rupees Two only) each at an issue price of 11225/- (Rupees One Thousand Two Hundred and Twenty-Five only) including premium of 11223/- (Rupees One Thousand Two Hundred and Twenty-Three only) per share aggregating to 110,87,18,750/- (Rupees Ten Crore Eighty-Seven lakh Eighteen Thousand Seven Hundred and Fifty only) to the Senior Management Personnels (SMP) of the Company considering their valuable performance and significant contribution in the growth of the Company as approved by the Board of Directors in their meeting held on 26th June, 2023 and Shareholder in the ExtraOrdinary General Meeting held on 10th July, 2023.

The detailed information pertaining to issue of sweat equity shares is summarised below in pursuance to Section 54 of the Act read with the Rule 8 (13) of the Companies (Share Capital and Debentures Rules), 2014:

Name of the Employee(s) Mr. Raj Kumar Setia Mr. Sameer Arora
The class of director or employee to whom sweat equity shares were issued (Allottee) Mr. Raj Kumar Setia, Chief Business Officer-SME of the Company designated as Senior Managerial Personnel who is relative of Mr. Rajendra Kumar Setia, Managing director & Chief Executive Officer of the Company and member of promoter group. Mr. Sameer Arora Chief Operating Officer-2 of the Company designated as Senior Managerial Personnel and member of promoter group.
The class of shares issued as Sweat Equity Shares; Equity Shares
The Number of Sweat Equity Shares issued to the Directors, Key Managerial Personnel or other employees. Issue of 53,750 (Fifty-Three Thousand Seven Hundred and Fifty) sweat equity shares. Issue of 35,000 (Thirty-Five Thousand) sweat equity shares.
Sweat Equity shares issued for consideration other than cash(If any). Not Applicable as sweat equity shares were issued for cash consideration Not Applicable as sweat equity shares were issued for cash consideration.
Names of allottees holding one percent or more of the issued share capital Nil
The reasons or justification for the issue Mr. Raj Kumar Setia was associated with the Company at the time of issuance of sweat equity since 3 (three) years and 4 (four) months and has contributed significantly in the growth of Company and in order to retain his valuable services, the Company as a reward to his performance issued 53,750 (Fifty Three Thousand Seven Hundred and Fifty) sweat equity shares at an issue price of 11225/- (Rupees One Thousand Two Hundred and Twenty Five only) per share. Mr. Sameer Arora was associated with the Company at the time of issuance of sweat equity since 13 (thirteen) years and has contributed significantly in the growth of Company and in order to retain his valuable services, the Company as a reward to his performance issued 35,000 (Thirty Five Thousand) sweat equity shares at an issue price of 11225/- (Rupees One Thousand Two Hundred and Twenty Five only) per share
The Principal terms and conditions for the issue of sweat equity shares, including pricing Formula The Price was arrived on the basis of valuation report issued by Registered valuer, i.e. M/s V Mandhana & Associates and the Valuation calculated by discounted cash flow method through income approach and management projections. Further the terms and conditions are as under: Price has been arrived on the basis of valuation report issued by Registered valuer, i.e. M/s V Mandhana & Associates, the Valuation calculated by discounted cash flow method through income approach and management projections. Further the terms and conditions are as under:
a) Sweat Equity shares shall be under a lock-in-period of 3 years from the date of allotment. a) Sweat Equity shares shall be under a lock-in-period of 3 years from the date of allotment.
b) Sweat equity shares are issued for a cash consideration of 11225/- (Rupees One Thousand Two Hundred and Twenty Five only) per share having face value of 12/- (Rupees Two Only) per share including premium of 11223/-(Rupees One Thousand Two Hundred and Twenty Three only) per share aggregating to 16,58,43,750/- (Rupees Six crore Fifty Eight lakh Forty Three Thousand Seven Hundred and Fifty). b) Sweat equity shares are issued for a cash consideration of 11225/- (Rupees One Thousand Two Hundred and Twenty Five only) per share having face value of 12/- (Rupees Two Only) per share including premium of 11223/-(Rupees One Thousand Two Hundred and Twenty Three only) per share aggregating to 14,28,75,000/- (Rupees Four crore Twenty Eight lakh Seventy Five Thousand).
c) Sweat equity contribution / Net Value addition of Mr. Raj Kumar Setia is 110.72 crore detailed in the valuation report. c) Sweat equity contribution / Net Value addition of Mr. Sameer Arora is 16.88 crore detailed in the valuation report.
The Total number of shares arising as a result of the issue of sweat equity shares 88,750
The Percentage of the sweat equity shares of the total post issued and paid up share capital 0.299222%
The Consideration, (including consideration other than cash), received or benefit accrued to the Company from the issue of sweat equity shares 53,750 (Fifty Three Thousand Seven Hundred and Fifty) sweat equity shares having face value of 12/- (Rupees Two Only) each at an issue price of 11225/- (Rupees One Thousand Two Hundred and Twenty Five only) including premium of 11223/-(Rupees One Thousand Two Hundred and Twenty Three only) per share aggregating to 16,58,43,750/- (Rupees Six crore Fifty Eight lakh Forty Three Thousand Seven Hundred and Fifty Only). The Sweat equity contribution / Net Value addition of Mr. Raj Kumar Setia is 110.72 crore. 35,000 (Thirty Five Thousand) sweat equity shares having face value of 12/- (Rupees Two Only) each at an issue price of 11225/- (Rupees One Thousand Two Hundred and Twenty Five only) per share including premium of 11223/-(Rupees One Thousand Two Hundred and Twenty Three only) per share aggregating to 14,28,75,000/- (Rupees Four crore Twenty Eight lakh Seventy Five Thousand Only). The Sweat equity contribution / Net Value addition of Mr. Sameer Arora is 16.88 crore.
Diluted earnings per share(EPS) pursuant to the issuance of sweat equity shares 1 74 1.99

Issue of Equity Shares on Private Placement basis:

In order to augment the capital base and pursuant to Shareholder's approval by way of Special Resolution passed in the Extra-Ordinary General Meeting and other necessary regulatory approval and in compliance with the Act, the Company has infused Equity amounting to 187,094/- lakh (Rupees Eighty Seven Thousand and Ninety Four lakh only) and the proceeds of the issuances was utilised for the purposes of expansion of the loan portfolio of the Company and working capital requirement and the details of the equity infusion is summarised below:

S,r. Name No. Category Date of Allotment Date of Shareholder approval No. of Shares Issue Price Total Amount (in lakh)
1. Norwest Venture Partners X-Mauritius Investor 13th September, 2023 25th August, 2023 8,88,642 1 2,306.89/- 2,04,99.99
2. TPG Growth IV SF Pte. Limited Investor 5,41,855 1,24,99.99
3. Baring Private Equity India AIF 2 Investor 4,11,810 95,00.00
4. DC Uno Ltd Investor 58,554 13,50.77
5. DC Ikka Ltd Investor 1,58,188 36,49.22
6. Axis Growth Avenues AIF - I Investor 2,60,090 59,99.99
7. Mirae Asset Late Stage Opportunities Fund Investor 2,16,742 49,99.99
8. Baring Private Equity India AIF 2 Co-Invest Investor 21,674 4,99.99
9. India Business Excellence Fund IV Investor 05th January, 2024 04th January, 2024 9,75,339 1 2306.89/- 224,99.99
10. Mr. Girish Dangayach SMP 14th March, 2024 11th March, 2024 15,000 1 2306.89/- 3,46.03
11. Mr. Sameer Arora SMP and part of Promoter Group 17,500 4,03.70
12. Mr. Ritesh Sharma SMP 17,500 4,03.70
13. Mr. Amarpreet Singh Batra 14. Mr. Vivek Haripal Singh SMP SMP 17,500 35,000 4,03.70 8,07.41
15. Mr. Atul Arora KMP 60,000 13,84.13
16. Mr. Raj Kumar Setia SMP and part of Promoter Group 80,000 18,45.51
Total 37,75,394 8,70,94.18

Conversion of Partly paid-up Shares into Fully Paid-up Shares:

The Company has issued and allotted 10,17,447 (Ten lakh Seventeen Thousand Four Hundred and Forty Seven) partly paid-up equity shares having face value of 12/- each (Rupees Two Only) at an issue price of 1725.59/- (Rupees Seven Hundred Twenty Five and Fifty Nine Paise only) including premium of 1723.59/-( Rupees Seven Hundred Twenty Three and

Fifty Nine Paise only) per Equity Share ("Partly Paid Shares") to Mr. Rajendra Kumar Setia, Promoter, Managing Director & Chief Executive Officer ("Promoter") of the Company on 31st March, 2021.

The promoter has paid 12/- (Rupees Two only) (comprising of 11.75 towards face value and 10.25 towards securities premium) per Equity Share out of 1725.59 (Rupees Seven Hundred Twenty Five and Fifty Nine Paise only) per share and an amount of 1723.59 (Rupees Seven Hundred Twenty Three and Fifty Nine Paise Only) per share aggregating to 173,62,14,474.73/- (Rupees Seventy Three crore Sixty Two lakh Fourteen Thousand Four Hundred Seventy Four and Seventy Three Paise Only) was un-paid.

The partly paid shares were converted into fully paid during the financial year 2023-24 pursuant to section 49 of the Act vide passing the Board resolutions dated 01st September, 2023 and 13th September, 2023.

Issue of Equity Shares under Employee Stock Option Plan(ESOP):

During the year, 1,25,347 (One lakh Twenty-Five Thousand Three Hundred and Forty-Seven) equity shares of the face value of 12/- (Rupees Two only) each were allotted to the employees upon the exercise of the stock options by the eligible employees with due approvals from the Nomination and Remuneration Committee("NRC").

Issue of fully paid up Bonus Equity Shares:

The Company approved the issuance of Bonus shares of 6,68,72,532 (Six crore sixty eight lakh seventy two thousand five hundred and thirty two) equity shares of face value 11 each to the eligible shareholders of the Company whose names appeared in the register of members/beneficial owners' position as on record date i.e. 16th March, 2024, in proportion of1 (One) equity share of 11 (Rupees One Only) each for every 1(One) equity share of 11 (Rupees One only) each as authorised by a resolution passed by the Shareholders dated 11th March, 2024.

The Company has capitalised the retained earnings(other than remeasurement of post employment benefit obligations) for an amount of 16,68,72,532/- (Rupees Six Crore Sixty Eight lakh Seventy Two Thousand Five Hundred and Thirty Two only) for issuing and allotting equity shares as bonus shares as permissible under the Act.

Post the allotment of equity shares as mentioned aforesaid, the issued, subscribed and paid-up equity share capital of the Company as on 31st March, 2024 stood at 113,37,45,064/- (Rupees Thirteen Crore Thirty-Seven lakh Forty-Five Thousand and Sixty Four only) consisting of 13,37,45,064 (Thirteen Crore Thirty Seven lakh Forty Five Thousand and Sixty Four) equity shares of 11/- (Rupees One only) each. The new equity shares issued ranked pari passu with the existing equity shares.

EMPLOYEE STOCK OPTIONS (ESOP)

The Company had formulated and implemented Employee Stock Option Plan 2018("Plan"/"Scheme") approved by the shareholders on 11th September, 2018, as amended from time to time. The Board of Directors and/or the NRC being the administrator(s) under the Plan, inter-alia, administers and monitors the Plan in accordance with the provisions of the Act and rules made thereunder. During the year under review, 21,600 options were granted to eligible employees under the Plan. The details of the Options under the scheme are summarised below:

Tranche-1 Tranche-2 Tranche-3
Options Granted 16,33,000 2,06,000 25,87,400
Option Vested 16,33,000 1,43,000 5,57,100
Option Exercised 14,17,468 1,00,500 0
Total number of shares arising as a result of exercise of option 14,17,468 1,00,500 0
Options Lapsed 2,08,280 48,000 3,85,752

 

Variation in terms of option Appropriate adjustments with respect to the exercise price and/ or the number of stock options were made to give effect of bonus issue completed during FY 2023 -24 for options which were available for grant and those already granted but not exercised as on Record Date. No variation in terms of options were made during the FY 2023 -24 .

 

Exercise Price(in 1) 62.34 149.07 300
Money realised by exercise of options s (in 1) 8,83,61,411.45 1,49,81,786.25 0
Total number of options in force as at 31st March, 2024 7,252 57,500 22,01,648
1,813 14,375 5,50,412

Employee-wise details of options granted to*: a) Key Managerial Personnel:

Name of Key Managerial Tranche-I Tranche -II Tranche - III
Sr. No. Personnel as at 31st March, 2024 Granted Exercised Granted Exercised Granted Exercised
1. Mr. Atul Arora, CFO 3,50,000 3,50,000 - - 1,40,000 -
2. Ms. Anagha Bangur, Company Secretary & Compliance Officer 12,000 12,000 - - 16,000 -

b) Any other employee who received a grant of Options in any one year of Options amounting to five percent or more of Options granted during that year: The following employees have received grant of options amounting to five percent or more of Options granted during that year: Sameer Arora, Ritesh Sharma, Pratit Vijayvargiya, Girish Dangayach, Nripendra Singh, Rohit Srivastava, Anshul Jain, Joydeep Mitra, Shyam Singh Chandel, Kunal Solanki, Rohit Bhatt, Yogesh Sethi

c) Identified employees who were granted Options, during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant: None

No Equity Shares were issued with differential rights as to dividend, voting or otherwise.

RESOURCE MIX

The Company has diversified funding sources from Public Sector Banks, Private Sector Banks, Financial Institutions, Mutual Funds, etc. During the year under review, the Company continued with its diverse methods of sourcing funds in addition to regular borrowings like Secured and Unsecured Debentures, Term Loans, Commercial Papers, etc., and has also maintained prudential Asset Liability Match throughout the year. The Company sourced long-term debentures and loans from banks and other institutions in line with Company's Resource Planning Policy.

Private Placement of Non-Convertible Debentures

During the year under review, your Company has issued Non-Convertible Debentures ("NCDs") and raised an amount aggregating to 146,000/- lakh on a private placement basis, in various tranches out of which the NCDs amounting to 15,000/-lakh are listed on the debt market segment of BSE Limited.

As specified in the respective offer documents, the funds raised from NCDs were utilised for various financing activities, onward lending, to repay existing debts, working capital and general corporate purposes of the Company. Details of the end-use of funds were furnished to the Stock Exchange on a quarterly basis.

The brief details of NCDs issued on a private placement basis during the year 2023-24 is mentioned as under:

Sr. ISIN No. Date of Issue Date of Allotment Secured/ Unsecured Coupon Rate Listed/ Unlisted No. of Debentures Maturity date Issue Price (in Rs.) Amount (Rs. in lakh)
1 INE124N07663 19/05/2023 30/05/2023 Secured 9.67% p.a. Unlisted 4,100 30/05/2028 10,00,000/- 41,000
2 INE124N07671 30/10/2023 08/11/2023 Secured 9.25% XIRR Listed 5,000 08/11/2026 1,00,000/- 5,000
Total 9,100 46,000

The Company has been regular in making payments of principal and interest on all the NCDs issued by the Company on a private placement basis. There are no NCDs which have not been claimed by investors or not paid by the Company after the date on which the NCDs became due for redemption. The assets of the Company which are available by way of security are sufficient to discharge the claims of the debt security holders as and when they become due.

• Securitisation/ Assignment:

During the year, the Company assigned /securitised its loan portfolio having principle value of 12,63,133.40/- lakh of which 11,61,873.10 /- lakh were securitised through issue of Pass Through Certificates in 5 tranches and 11,01,260.29/- lakh was assigned /securitised in Direct Assignment mode in 9 tranches.

• Bank Borrowings:

During the year, the Company has raised fresh Secured Loans of 13,19,000.00/- lakh from Banks and Financial Institutions.

• Commercial Papers:

As at 31st March, 2024, the Company has no outstanding Commercial Paper (CPs). The brief details of the CPs issued during the year are tabled below:

SIN No. Date of Issue Listed/Unlisted No of Units Tenor Maturity date Issue Price (in Rs.) Amount (Rs. in lakh)
1 INE124N14099 01st August, 2023 Unlisted 1,000 29 days 30th August, 2023 5,00,000 5,000

The Company has observed compliance with the Operational Circular for issue and listing of Non-Convertible Securities, Securitised Debt Instruments, Security Receipts, Municipal Debt Securities and Commercial Paper issued by SEBI and the Fixed Income Money Market and Derivatives Association of India (FIMMDA) guidelines in all its CP issuances.

CREDIT RATINGS

The Company's financial discipline and prudence is reflected in the credit ratings ascribed by rating agencies. During the year under review, the Company reported the following changes in the credit ratings.

Type of Instrument Name of Credit Rating Rating assigned Previous rating assigned
(i) Non -convertible debentures CARE Ratings Limited CARE AA-/Stable CARE A+/Positive
CRISIL Ratings Limited CRISIL A+/Positive CRISIL A+/Stable
ICRA Limited ICRA AA-(Stable) ICRA A+/Positive
India Ratings & Research Private Limited India Rating and Research Pvt. Ltd. AA- /Stable
(ii) Market Linked debentures CARE Ratings Limited CARE PP-MLD AA-/ Stable CARE PP-MLD A+/ Positive
CRISIL Ratings Limited CRISIL PPMLD A+/ Positive CRISIL PP-MLD A+/ Stable
ICRA Limited Withdrawn ICRA PP-MLD A+/ Positive
Acuite Ratings and Research Limited Acuite Rating and Research Ltd. PP- MLD AA-(Stable) Acuite Rating and Research Ltd. AA-/ Stable
(iii) Subordinated bonds CARE Ratings Limited Withdrawn CARE A+/Positive
(iv) Loan facility CARE Ratings Limited CARE AA-/Stable CARE A+/Positive
CRISIL Ratings Limited Withdrawn CRISIL A+/Stable
India Ratings & Research Private Limited India Rating and Research Pvt. Ltd. AA-/Stable India Rating and Research Pvt. Ltd. A+/ Stable
Acuite Ratings and Research Limited Withdrawn Acuite Rating and Research Ltd AA-
(v) Commercial paper India Ratings & Research Private Limited India Rating and Research Pvt. Ltd. A1 + India Rating and Research Pvt. Ltd. A1 +
Acuite Ratings and Research Limited Withdrawn Acuite Rating and Research Ltd. A1 +
CRISIL Ratings Limited Withdrawn CRISIL A1 +

All of the above ratings indicate a high degree of safety with regard to timely payment of interest and principal. The Company has placed on its website all credit ratings obtained for all its outstanding instruments and has intimated the revision in the ratings to the stock exchange.

INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividend, if not claimed for a period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, shall be transferred to the Investor Education and Protection Fund ("IEPF"). The Company has a board approved Policy for claiming unclaimed interest or principal on Non-Convertible Securities in pursuance to the Regulation 61A (2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and amendments thereafter read with Circular SEBI/HO/DDHS/DDHS-RAC-1/P/CIR/2023/176 issued on 08th November, 2023 (as amended from time to time).

The Company had issued Compulsory Convertible preference shares (CCPS) in the year 2012 which were converted into the equity shares of the Company on 27th March, 2017. During the year under review, the Company has transferred dividend of 11,199/- (Rupees One Thousand One Hundred and Ninety Nine only) remaining unclaimed on the aforesaid CCPS relating to the financial year 2015-16 to IEPF and necessary filings were made to the relevant authorities. The details of the same are provided on the website of the Company at https://www.skfin.in/ other-disclosure. Further, year wise amount of unclaimed dividend lying in the unpaid account which are liable to be transferred to the IEPF and the due dates for such transfer have also been detailed below:

Sr. No. FY Unclaimed dividend amount Due date of transfer to IEPF
1. 2016-17 1,199 17.08.2024

The Company has appointed Ms. Anagha Bangur, Company Secretary & Compliance Officer of the Company as the "Nodal Officer" of the Company for the purpose of the IEPF Rules.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

During the year, following changes took place in the Directors and KMPs' of the Company:

• Resignation

Mr. Akshay Tanna (DIN: 02967021), Nominee Director on behalf of TPG Growth IV SF Pte. Ltd. of the Company resigned from his post by giving a written notice of resignation dated 05th June, 2023, which was effective from 13th June, 2023. Further he confirmed that there is no other material reason for his resignation other than what has been stated in the resignation letter. The Board of Directors appreciated Mr. Akshay Tanna for his support, efforts, guidance during his tenure as the Nominee Director.

Mr. Simit Batra(DIN:09739615) was nominated in place of Mr. Akshay Tanna (DIN: 02967021) as Nominee Director on behalf of TPG Growth IV SF Pte. Ltd. ("TPG").

• Appointment/Re-appointment

1. The Board of Directors based on the recommendation of NRC approved the reappointment of Mr. Anand Raghavan (DIN: 00243485) as an Independent Director on the Board of the Company in their meeting held on 30th January, 2023 and further recommended the same to the Shareholders for their approval.

The Shareholders of the Company in their ExtraOrdinary General Meeting held on 23rd February, 2023 approved the reappointment of Mr. Anand Raghavan as an Independent Director on the Board of the Company for a second term of five years effective from 07th April, 2023 to 06th April, 2028.

2. The Board of Directors based on the recommendation of NRC approved the appointment of Mr. Simit Batra (DIN: 09739615), as an Additional Director (Nominee) on behalf of TPG Growth IV SF Pte. Ltd. owing to the Nomination letter dated 05th June, 2023 as received from TPG which was effective from 13th June, 2023, not liable to retirement by rotation on the Board of the Company in their meeting held on 13th June, 2023 and further recommended the same to the Shareholders for their approval.

The Shareholders of the Company in their ExtraOrdinary General Meeting held on 20th June, 2023 approved the appointment of Mr. Simit Batra as a Nominee Director on behalf of TPG Growth IV SF Pte. Ltd. on the Board of the Company with effect from 20th June, 2023.

3. The Board of Directors based on the recommendation of NRC approved the appointment of Ms. Nanda Sameer Dave (DIN: 08673208), as an Additional Director (Non-Executive and Independent) on the Board of the Company in their meeting held on 14th March, 2024.

The Shareholders of the Company in their ExtraOrdinary General Meeting held on 25th April, 2024 approved the appointment of Ms. Nanda Sameer Dave as an Independent Director on the Board of the Company for the tenure of 5 years effective from 14th March, 2024 to 13th March, 2029.

4. The Board of Directors based on the recommendation from NRC approved the appointment of Mr. Mukul Mathur (DIN: 10025806), as an Additional Director (Non-Executive and Independent) on the Board of the Company in their meeting held on 29th March, 2024.

The Shareholders of the Company in their ExtraOrdinary General Meeting held on 25th April, 2024 approved the appointment of Mr. Mukul Mathur as an Independent Director on the Board of the Company for the tenure of 5 years effective from 29th March, 2024 to 28th March, 2029.

The Company has received all the requisite declarations from the aforesaid directors of the Company as prescribed in the Act, SEBI LODR, RBI Master Directions and enabling provisions of any other regulatory authority as applicable.

• Retirement by Rotation

In accordance with the provisions of Section 152(6) of the Act read with the rules made thereunder and in terms of Articles of Association of the Company, Mr. Rajendra Kumar Setia (DIN: 00957374), Managing Director and Chief Executive Officer (CEO) retired by rotation at the 29th Annual General Meeting (AGM) of the Company held on 25th September, 2023 and was re-appointed by the Shareholders of the Company.

Further, Ms. Debanshi Basu, Nominee Director on behalf of Baring Private Equity India AIF on the Board of the Company shall retire by rotation at the ensuing AGM and being eligible for reappointment, offers herself for re-appointment.

Key Managerial Personnel (KMP)

Pursuant to the provisions of Section 203 of the Act read with rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following are the whole time key managerial personnel of the Company as on 31st March, 2024.

a) Mr. Rajendra Kumar Setia, Managing Director and Chief Executive Officer (CEO)

b) Mr. Yash Setia, Whole time Director

c) Mr. Atul Arora, Chief Financial Officer

d) Ms. Anagha Bangur, Company Secretary and Compliance Officer

There was no change in Key Managerial Personnel took place during the year under review.

Independent Directors

The Independent Directors have submitted the requisite declarations under Section 149(7) of the Act and Regulation 25(8) of the SEBI LODR confirming that they meet the criteria of independence as stipulated under the provisions of Section 149(6) of the Act, Regulation 16 (1) (b) of SEBI LODR and are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

Further, the Board after taking these declarations on record and after undertaking due assessment of the veracity of the same, concluded that the Independent Directors are persons of integrity and possess the relevant proficiency, expertise and experience to qualify as Independent Directors of the Company and are Independent of the Management of the Company under the code applicable for the Independent Directors as stipulated under Schedule IV of the Act. Further, the Company has taken Directors & Officers Liability Insurance for Board of Directors including Independent Directors for such quantum and risks as determined by the Board.

The independent directors met on 05th March, 2024 without the presence of non-independent directors and members of the management and all the independent directors were present at such meeting.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, the names of all the Independent Directors of the Company have been included in the Independent Director's databank maintained by the Indian Institute of Corporate Affairs (IICA). Further, all the Independent Directors of the Company are exempted from appearing for the Online Proficiency Exam except Mr. Mukul Mathur, who has appeared and passed the Online Proficiency Exam.

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 them for the purpose of attending the meetings of the Board or Committees of the Company.

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT PERSONNEL

The Company has adopted a Code of Conduct for its Directors and Senior Management Personnel including a code of conduct for Independent Directors which suitably incorporates the duties of Independent Directors as laid down in Schedule IV of the Act and SEBI LODR. The said Codes can be accessed on the Company's website at https://www.skfin.in/investor/policies-codes

In terms of the SEBI LODR, all Directors and Senior Management Personnel have affirmed compliance with their respective codes as at 31st March, 2024. The Managing Director and Chief Executive Officer has also confirmed and certified the same, Which forms part of Report on Corporate Governance.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to the applicability of Regulation 25 of SEBI LODR, the Company has put in place a Familiarisation Programme to familiarise the Independent Directors about the Company and their roles, rights and responsibilities in the Company. Also, in terms of Schedule IV of the Companies Act, 2013, read with the rules made thereunder, the Independent Directors shall undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the Company.

The details of the Familiarisation Programme during the Financial Year 2023-24 is explained in the Corporate Governance Report and the same is also available on the website of the Company https://www.skfin.in/investor/ policies-codes.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

Pursuant to the provisions of Section 134(3)(e) of the Act, the Company's Nomination, Remuneration and Compensation Policy (NRC Policy) on director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of the Act is available on the website of the Company https://www.skfin.in/investor/policies-codes.

The NRC Policy for Directors, Key Managerial Personnel and Senior Management Personnel is aligned to the philosophy on the commitment of fostering a culture of leadership with trust. The policy aims to ensure that the level and composition of the remuneration of the Directors, Key Managerial Personnel and Senior Management Personnel is reasonable and sufficient to attract, retain and motivate them to successfully run the Company.

The Board of Directors during the year under review has reviewed and approved the revision in the NRC Policy on 03rd May, 2023, owing to the RBI Master Direction - NonBanking Financial Company - Systemically Important NonDeposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016 and RBI Circular vide letter no. DOR.GOV.REC.No.29/18.10.002/2022-23 on Guidelines on Compensation of Key Managerial Personnel (KMP) and Senior Management in NBFCs dated 29th April, 2022.

Further, the Company has also adopted a 'Policy on Fit and Proper Criteria for Board of Directors' for ascertaining the 'Fit and Proper' criteria to be obtained at the time of appointment of directors and on a continuing basis, pursuant to the RBI Master Direction - Non-Banking Financial Company - Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016 and RBI Master Direction.

PERFORMANCE EVALUATION

The Board, the Committees of the Board and independent directors continuously strive for efficient functioning of Board and its Committees and better corporate governance practices. Accordingly, pursuant to the provisions of Section 149(8) read with Schedule IV, Section 178(2), Section 134 of the Act, and Regulation 17 of SEBI LODR, the NRC in its meeting held on 03rd May, 2023 has laid down the criteria for the performance evaluation of Board, its committees and individual directors after taking into consideration the guidance note issued by the Institute of Company Secretaries of India (ICSI) and Securities and Exchange Board of India (SEBI).

In addition, pursuant to the Schedule IV of the Act and SEBI (LODR), the Independent directors in their meeting held on 05th March, 2024 reviewed the performance of non-independent directors, board of directors as a whole and chairperson of the listed entity taking into account the views of executive directors and non-executive directors.

Feedback was sought by way of well-defined structured online questionnaire forms covering various aspects of the Board's functioning and the evaluation was carried out based on responses received from the Directors. The Board also considered the evaluation results as collated by the NRC while conducting the evaluation and expressed their satisfaction with the evaluation process. The evaluation process endorsed cohesiveness amongst directors, smooth communication between the Board and the management and the openness of the management in sharing the information with the Board and placing various proposals for the Board's consideration and approval.

The evaluation process, manner and performance criteria for Independent Directors in which the evaluation has been carried out is explained in detail in the "Report on Corporate Governance" forming part of this report.

EMPLOYEE REMUNERATION

Pursuant to Section 2(52) of the Act read with Rule 2A of the Companies (Specification of Definitions Details) Rules, 2014, public companies which have not listed their equity shares on a recognised stock exchange but have listed their non-convertible debt securities issued on private placement basis in terms of Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021, shall not be considered as listed Company in terms of the Act. Hence, provisions of section 197(12) of the Act read with rules 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable on the Company.

BOARD MEETINGS

The calendar of the Board Meetings is circulated to the Directors in advance to enable them to plan their schedule for effective participation at the meetings. Additional Board Meetings are convened by giving appropriate notices to address Company's specific needs. The Board meets at regular intervals to discuss and decide on significant strategic, financial, operational and compliance matters.

The Board of Directors met 14 times during the year under review i.e. on 12th April, 2023, 03rd May, 2023, 13th June, 2023, 26th June, 2023, 31st July, 2023, 25th August, 2023, 01st September, 2023, 13th September, 2023, 01st November, 2023, 04th January, 2024, 05th January, 2024, 01st February, 2024, 14th March, 2024 and 29th March, 2024.

Frequency and quorum at these meetings and the intervening gap between any two meetings were in conformity with the provisions of the Act, SEBI LODR and Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI).

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. As on 31st March, 2024, the Board has 11 Committees, namely:

• Audit Committee

• Risk Management Committee

• IT Strategy Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Stakeholder Relationship Committee

• Investment Committee

• Executive Committee

• Product Approval Committee

• Customer Service Committee

• IPO Committee

Further, the Board has also formed sub-committees of the management in order to facilitate quick decision making and encourage delegation of authority. Presently, there are 5 sub-committees, namely:

• Asset Liability Management Committee

• IT Steering Committee

• Risk Management Committee of Executives

• Internal Complaint Committee

• Information Security Committee

During the year under review, all recommendations made by the committees were accepted by the Board of Directors.

Details of Board Committees along with their composition, name of members, chairperson, change in Composition during the year, terms of reference, meetings held during the year and attendance thereat are provided in 'Report on Corporate Governance' forming part of the Annual Report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company's internal financial control system is designed to ensure operational efficiency, compliance with laws and regulations and accuracy and promptness in financial reporting. Review of the internal financial controls of the Company is undertaken annually which covers testing of process, assessing the risk where a material weakness exists, and testing and evaluating the operating effectiveness of internal control based on the assessed risk, review of key business processes for updating risk control matrices, etc. Moreover, the Company continuously upgrades its systems and undertakes review of policies, Standard Operating Procedure (SOP), guidelines, manuals and authority matrix and the Company has documented internal audit and control system for all layers compliances of the Company.

The internal financial control is supplemented by extensive internal audits, regular reviews by the management and standard policies and guidelines to ensure reliability of financial and all other records to prepare financial statements, its reporting and other data. The Audit Committee of the Board reviews internal audit reports given along with management responses. The Audit Committee also monitors the implemented suggestions. The statutory auditors of the Company have also certified on the existence and operating effectiveness of the internal financial controls relating to financial statements as at 31st March 2024. The details of the Internal Financial Controls and issues related thereto have been explained in the "Management Discussion and Analysis Report", forming part of this Annual Report.

AUDITORS

• Statutory Auditors

M/s S.R. Batliboi & Associates LLP, Chartered Accountants, Gurugram (ICAI Firm Registration No. 101049W/E300004) were appointed as Statutory Auditors of the Company, in the 27th Annual General Meeting held on 18th August, 2021, for a period of three years starting till the conclusion of 30th Annual General Meeting to be held in the FY 2024-25.

Further, the Auditors' Report "with an unmodified opinion", given by the Statutory Auditors on the Financial Statements of the Company for FY 2023-24, is disclosed in the Financial Statements of the Company. There has been no qualification, reservation, adverse remark or disclaimer given by the Statutory Auditors in their Report for the year under review.

The Board of Directors in its meeting held on 15th July, 2024 recommended the appointment of M/s. Deloitte Haskins and Sells, Chartered Accountants (Firm Registration No. 117365W) as Statutory Auditors of the Company, in terms of the RBI guidelines, to hold office for a continuous period of three years until the conclusion of 33rd Annual General Meeting of the Company to be held in the FY 2027-28, to the shareholders for approval.

Secretarial Auditor

Pursuant to the provisions of section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI (LODR), the board of directors had appointed M/s V.M. & Associates, Company Secretaries (Firm Registration No P1984RJ039200) to conduct secretarial audit of the Company for the financial year ended 2023-24 in their meeting held on 03rd May, 2023. The Secretarial Audit Report in Form MR-3 as required under Section 204 of the Act is annexed to this report as Annexure-3. Your Directors are pleased to inform that there were no qualifications, reservation or adverse remark or disclaimer in the audit report for the financial year 2023-24.

Pursuant to Regulation 24A (2) of SEBI LODR, a report on secretarial compliance for Financial Year ended 31st March, 2024 has been issued by M/s V.M. & Associates, Company Secretaries (Firm Registration No P1984RJ039200) and the same was submitted to the stock exchange within the prescribed timelines. The said report is also available on the website of the Company at https://www.skfin.in/investor/stock- exchange .

Further, the Board has approved the re-appointment of M/s V. M. & Associates, Company Secretaries as Secretarial Auditors of the Company to carry out secretarial audit of the Company for the financial year 2024-25 in their Board meeting held on 28th May, 2024.

REPORTING OF FRAUDS BY AUDITORS

During the period under review, the auditors of the Company did not report, under section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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 a 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

As regards to investments made by the Company, the details have been provided in notes to the financial statements of the Company for the year ended 31st March, 2024 (Refer Note No. 9).

RELATED PARTY TRANSACTIONS

Pursuant to the provisions of the Act, Regulation 23 of SEBI LODR and as required under the RBI Master Directions, the Board based on the recommendation of its Audit Committee, adopted a Policy on Materiality on Related Party Transactions and on Dealing with Related Party Transactions and the said policy is available on the website of the Company at https://www.skfin.in/investor/policies- codes.

All the related party transactions that were entered during the financial year were in the ordinary course of business and on an arm's length basis. There were no materially significant transactions made by the Company with the related parties either individually or taken together with the previous transactions which may have a potential conflict with the interest of the Company at large. All the related party transactions are placed before the Audit Committee and subsequently before the Board of Directors for approval and review on quarterly basis. Transactions with related parties, as per the requirements of Ind-AS, are disclosed in the Notes to Accounts annexed to the financial statements (Refer Note No. 38)

Pursuant to the provisions of Section 134(3)(h) read with Rule 8(2) of the Companies (Accounts) Rules, 2014, there are no transactions required to be reported under section 188(1) of the Act. Accordingly, the disclosure of Related Party Transactions in Form AOC-2 is not applicable on the Company.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to Section 177(9) and 177(10) of the Act and Regulation 4(2)(d)(iv) and Regulation 22 of the SEBI LODR, the Company has in place a whistle blower policy/ vigil mechanism to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct. A whistle blowing or reporting mechanism, as set out in the Policy, invites all Directors and employees to act responsibly to uphold the reputation of the Company. The Policy aims to ensure that serious concerns are properly raised and addressed and are recognised as an enabling factor in administering good governance practices.

This Vigil Mechanism of the Company is overseen by the Audit Committee and provides adequate safeguard against victimisation of employees and also provides direct access to the Chairman of the Audit Committee in exceptional circumstances. The whistle blower complaints are reviewed by the Audit Committee on a yearly basis. The Vigil Mechanism/ Whistle Blower policy is available on the website of the Company at https://www.skfin.in/ investor/policies-codes.

During the year, 3 whistle blower event was reported and which was resolved by taking necessary action. Thus, the mechanism is functioning well. No personnel have been denied access to the Chairperson of Audit Committee.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of Energy:

i. The steps taken or impact on conservation of energy:

The operations of the Company, being a financial service do not require intensive consumption of electricity. However, the Company is taking all possible measures to conserve energy. Several environment friendly measures were adopted by the Company as prescribed below.

ii. The steps taken by the Company for utilising alternate sources of energy:

• This year the Company has installed solar plants for saving the energy at large at its registered office.

• Installation of capacitors to save power;

• Installation of Light Emitting Diode (LED) lights for new branches;

• Creating environmental awareness by way of distributing the information in electronic / digital form;

• Reduction in water and energy consumption and recycling of waste paper generation at various locations; and

• Education and awareness programs for employees.

iii. The Capital investment on energy conservation equipment:

As per the business activities carried out by your Company, this year the Company has installed solar plants for saving the energy at large at its registered office as capital investment on energy conservation equipment.

B. Technology Absorption

i. The efforts made towards technology absorption:

The Company has improved operational process and patron overall journey, and has launched cognitive chatbot platform for self-service with the regional level support to manage customer accounts 24X7 which results in reducing customer queries. Along with effective communication with customers, the Company's integrated WhatsApp chatboat provides instant updates on their queries resulting in reducing the waiting time of the agents.

ii. The benefit derived like product improvement, cost reduction, product development or import substitution:

The Company uses the enhanced information technology in business operations which results in quicker loan turnaround time, reduction in transaction costs and digitised the collection processes.

iii. In Case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

a) The details of technology imported: Not Applicable

b) The year of import: Not Applicable

c) Whether the technology has been fully absorbed: Not Applicable

d) If not fully absorbed, areas where absorption has not taken place, and the reason thereof: Not Applicable

iv. The expenditure incurred on Research and Development: Not Applicable

C. Foreign exchange earnings and Outgo:

The details of foreign exchange earnings and foreign exchange expenditures are as below:

(Rs. in lakh)
S,r. Particulars No. FY 2023-24 FY 2022-23
1 Foreign exchange earnings NIL NIL
2 Foreign exchange expenditures 4477.21 1315.75

RISK MANAGEMENT

Pursuant to the provisions of the RBI Master Directions, SEBI LODR and the Act, your Company has adopted a Risk Management policy which ensure sustainable business growth with stability and minimise unfavourable impact on the business objectives, develop stakeholder value, undertake businesses that are well understood and within acceptable risk appetite and develop a strong risk culture across the Company. Further, this Policy seeks to sustain and enhance long-term competitive advantage for the Company and enable the Company to proactively manage uncertainty and changes in the internal and external environment to limit negative impacts and capitalise on opportunities. The Risk Management policy is available on the website of the Company at https://www.skfin.in/ investor/policies-codes.

Your Company is exposed to various risks that are an inherent part of any financial service business which inter alia include the following:

a) Credit Risk: Credit Risk is defined as the "risk of failure of the counterparty in keeping up its commitments. It can be further described as, 'risk of default on a debt that may arise from a borrower failing to make required payments. In the first resort, the risk is that of the lender and includes lost principal and interest, disruption to cash flows, and increased collection costs'.

b) Liquidity Risk: The Company defines liquidity risk as the risk of incurring losses due to an inability to meet payment obligations in a timely manner when they become due. The Company categorises liquidity risk into funding liquidity risk, which occurs when payment obligations cannot be fulfilled, and market liquidity risk, which occurs when the Company is unable to sell or transform assets to generate liquidity/ cash without significant losses.

c) Market Risk: Market Risk is defined as the risks arising from movements in interest rates and exchange rates, on the overall businesses of the Company. The Company may engage in financial transactions denominated in foreign currency or with exposure to foreign currency interest rate benchmarks. In such cases, any appreciation / depreciation of the base currency or the depreciation / appreciation of the denominated currency will affect the cash flows emanating from that transaction.

d) Operational Risk: Operational Risk has been defined by the RBI as the risk of loss resulting from inadequate or failed internal processes, people and systems or from external events. This definition includes legal risk but excludes strategic and reputational risk. Legal risk includes but is not limited to exposure to fines, penalties, punitive damages resulting from supervisory actions as well as private settlements.

e) Foreign Exchange Risk: defined as the risk that a Company may suffer losses as a result of adverse exchange rate movements during a period in which it has an open position, either spot or forward, or a combination of the two, in an individual foreign currency. Companies are also exposed to interest rate risk, which arises from the maturity mismatch of foreign currency positions. Even in cases where spot and forward positions in individuals currencies are balanced, the maturity pattern of forward transactions may produce mismatches. As a result, Companies may suffers losses as a results of changes in permia/ discounts of the currencies concerned.

f) Compliance Risk: Compliance risk has been defined as "the risk of legal or regulatory sanctions, material financial loss, or loss to reputation a Company may suffer as a result of its failure to comply with laws, regulations, rules, related self-regulatory organisation standards, and codes of conduct as applicable.

Information Technology and Information/Cyber Security Risk:

Information Technology and Information/Cyber Security Risk defines as the business risk associated with the use, ownership, operation, involvement, influence and adoption of IT within an enterprise. Your Company is committed towards creating an environment of increased risk awareness at all levels. It aims to constantly upgrade the security measures to ensure avoidance and mitigation of various risks. Your Company has policies and procedures in place to measure, assess, monitor, and manage these risks systematically across all its portfolios.

The Board has formed a Risk Management Committee to identify the risks impacting the business, formulate strategies/ policies aimed at risk mitigation as part of risk management. The Risk Management Committee (RMC), functions in line with the RBI Master Directions and SEBI LODR. The Board of Directors has also constituted Risk Management Committee of Executives and Asset Liability Management Committee ("ALCO Committee") to provide the support functions to the Risk Management Committee of Board in the day to day affairs of the Company.

The details of the Risk Management Framework and issues related thereto have been explained in the "Management Discussion and Analysis Report" forming part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company's Corporate Social Responsibility ('CSR') initiatives are aligned with the mission of transforming rural lives and hence focus on areas such as health and wellness, sanitation and hygiene, education including education through Cinema on Wheels and vocational skill development, women empowerment, animal welfare, promoting sports for underprivileged children, environment, Fitness Programme, Autism Care Centre & Supporting Hospitals, Traffic Road Safety Programme and Art and Culture.

During the year, the Company has, in consonance with the CSR policy of the Company, undertaken a number of initiatives that contribute to the society at large. The Company has in place, a duly constituted CSR Committee for fulfilling the corporate social responsibility objectives of the Company. The details on CSR Activities undertaken by the Company for the Financial Year 2023-24, as prescribed under Companies (Corporate Social Responsibility Policy) Rules, 2014, is provided in the "Annual Report on CSR Activities" which annexed as Annexure-4.

The Corporate Social Responsibility Policy has been hosted on the website of the Company at https://www.skfin.in/ investor/policies-codes.

REGULATORY & STATUTORY COMPLIANCE

The Company has strong control to ensure adherence with all the applicable laws and regulations.

SECRETARIAL STANDARDS

The Company have devised proper systems to ensure compliance with the all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and have complied with the same.

INTERNAL CONTROL SYSTEM AND INTERNAL AUDIT

The Company has designed a robust and comprehensive internal control system across all major processes to ensure efficient operations, compliance with laws and reliability of financial reporting. Internal Audit is conducted by an in-house Head of Internal Audit. The Risk Based Internal Audit framework supports the system, which evaluates the effectiveness of internal controls, risk management and governance processes to provide independent assurance to the Board of Directors and Audit Committee of the Board. The Risk Based Internal Audit framework is appropriate for the business's size, scale and complexity and the risk based internal audit plan is developed based on the risk profile of its activities. The Audit Committee of the Board approves the risk based internal audit plan annually and regularly reviews the Head of Internal Audit observations, performance status, providing guidance as needed.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act, read with Rule 11 and 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at https://www.skfin.in/investor/investor- services

COST RECORDS

The Central Government has not prescribed the maintenance of cost records under sub section (1) of section 148 of the Act for any of the services rendered by the Company. Accordingly, the maintenance of cost records is not applicable on the Company.

CORPORATE GOVERNANCE

The Company recognises its role as a corporate citizen and endeavours to adopt the best practices and the highest standards of Corporate Governance through emphasising on transparency and disclosures in and around the Company. The Company is committed in carrying out its activities on ethical stances and providing accountability to its customers, government and others. The Company believes in balancing the interests of its stakeholders such as shareholders, management, customers, suppliers, government, etc. The report on corporate governance forms integral part of this Annual Report.

The Company is a High Value Debt Listed Entity ("HVDLE") pursuant to the provisions of the SEBI LODR. Accordingly, Regulation 16 to Regulation 27 of the SEBI LODR in respect of Corporate Governance is applicable to the Company with effect from 07th September, 2021 on a "comply or explain basis" until 31st March, 2025 and on a mandatory basis thereafter. In accordance with the same the Company has complied with all the provision of Regulation 16 to Regulation 27 of SEBI LODR and RBI Master Direction during the year.

A "Report on Corporate Governance" together with a certificate from the practicing Company secretaries M/s V. M. & Associates, Company Secretaries regarding compliance of conditions of corporate governance as per the relevant provisions of the SEBI LODR is attached and forms part of this Annual Report. The report contains the details as required to be provided on the composition and category of directors, number of meetings of the board, composition of the various committees, annual board evaluation, remuneration policy, criteria for board nomination and senior management appointment, whistle blower policy/vigil mechanism, disclosure of relationships between directors inter-se, general body meetings and other disclosures etc.

COMPLIANCE CERTIFICATE

As required in terms of Regulation 17(8) of the SEBI LODR, the Chief Financial Officer and the Managing Director & CEO of the Company have submitted a compliance certificate to the board as specified in Part B of Schedule II of the SEBI LODR regarding the Financial Statements and Internal Controls relating to financial reporting for the year ended on 31st March, 2024. The said Certificate is attached as Annexure-2 and forms part of this Report.

DISCLOSURES PURSUANT TO THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has always believed in safety of Women in and around the organisation, to achieve the same the Company has in place a policy for Prevention of Sexual Harassment describing the procedure for the Redressal of complaints pertaining to sexual harassment in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and rules made thereunder.

During the year the Company has conducted various workshops and sessions in relation to the awareness of the POSH Act amongst the employees.

An Internal Complaints Committee (ICC) has been set up in accordance with the POSH Act to redress complaints in relation to sexual harassment and all employees of the Company are covered under this policy and during the year there were no complaints received under the POSH Act.

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

There were no significant and material orders passed by the Regulators or Courts or Tribunals that would impact the going concern status of the Company and its future operations during the FY 2023-24 except as mentioned below.

Your Company has applied to BSE for the waiver of fine pertaining to delay in submission of Record Date notice under Regulation 60(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further in this regards the BSE has granted the waiver letter to the Company and during the review period the Company has complied with the provision of Regulation 60(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

SUBSIDIARIES, JOINT VENTURES, ASSOCIATE COMPANIES

During the year under review and as on the date of this Report, your Company had no subsidiary, joint venture or associate Company. Also, the Company did not become a part of any joint venture during the year.

OTHER DISCLOSURES

Other disclosures with respect to Board's Report as required under the Act read with the Rules notified thereunder and the SEBI LODR are either NIL or NOT APPLICABLE.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and belief, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. the Directors had selected such accounting policies and applied them consistently and made judgements 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 at 31st March, 2024 and of the profit of the Company for that period;

iii. the Directors had 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. the Directors had prepared the annual accounts on a going concern basis;

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

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

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the assistance and guidance provided by the Reserve Bank of India, the Ministry of Corporate Affairs, the Securities and Exchange Board of India, government and other regulatory Authorities.

Your Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year.

Finally, our employees, who are instrumental in helping the Company scale new heights, year after year, their commitment and contribution is deeply acknowledged. Your Directors look forward to your continuing support.

For and on behalf of the Board of Directors
For SK Finance Limited
Rajendra Kumar Setia
Managing Director and Chief Executive Officer
DIN: 00957374
Yash Setia
Whole Time Director
DIN: 09831391
Place: Jaipur
Date: 15th July, 2024
Regd. Address: G 1-2, New Market, Khasa Kothi,
Jaipur - 302001 (Rajasthan)
Website: www.skfin.in Email: info@skfin.in