Directors Report of CreditAccess Grameen Ltd.

Mar 31, 2025

The Directors have pleasure in presenting the 34^th Board''s Report of CreditAccess Grameen Limited ("Company"/ "CA Grameen")
together with the Audited Financial Statements, both on Consolidated and Standalone basis, for the Financial Year ended
March 31, 2025. Unless otherwise specifically mentioned, all the numbers provided in this report are standalone figures.

1. PRESENTATION OF FINANCIAL STATEMENTS:

The financial statements of the Company for the year ended March 31, 2025 have been prepared in accordance with
the Indian Accounting Standards ("Ind AS") prescribed under Section 133 of the Companies Act, 2013 (the "Act"), read
with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Schedule III to the Act and applicable
guidelines issued by the SEBI, as amended from time to time. The audited consolidated financial statements have
been prepared in compliance with the Act, Ind AS 110 consolidated financial statements and the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ''Listing Regulations'').

	Consolidated		Standalone
	FY2025	FY2024	FY2025	FY2024
Total income	57,561.42	51,726.52	57,561.42	51,726.52
Finance cost	19,475.57	17,324.42	19,475.57	17,324.42
Net income	38,085.85	34,402.10	38,085.85	34,402.10
Total operating expenses	11,702.01	10,492.56	11,702.01	10,492.56
Pre-provisioning operating profit	26,383.84	23,909.54	26,383.84	23,909.54
Impairment on financial instruments	19,295.11	4,517.69	19,295.11	4,517.69
Profit before tax	7,088.73	19,391.85	7,088.73	19,391.85
Profit after tax	5,313.98	14,459.28	5,313.98	14,459.28
Other comprehensive income	-271.85	-146.91	-271.85	-146.91
Total comprehensive income	5,042.13	14,312.37	5,042.13	14,312.37
Basic Earnings Per Share (EPS) (in H)	33.32	90.88	33.32	90.88
Diluted Earnings Per Share (DPS) (in J)	33.24	90.41	33.24	90.41

Name	Nature of Change	Effective date
Mr. Nilesh Dalvi	Appointed as Chief Financial Officer	September 06 2024
Mr. Manoj Kumar	Re-appointed as Independent Director for a second term	October 30, 2024
Mr. Gururaj Rao	Appointed as Chief Operating Officer and designated as	November 01, 2024

Subsidiary''s Financials:

CreditAccess India Foundation ("CAIF") is a wholly owned
subsidiary registered as a ''Not-For-Profit'' Company
under Section 8 of the Act, to carry out CSR activities on
behalf of the Company. As required under Section 129
of the Act read with Rule 5 of Companies (Accounts)
Rules 2014, a statement containing salient features
of financial statements of CAIF for FY25 is attached to
this report as Annexure I. Further, the Company does
not have any Associate or Joint Venture Company.

2. KEY MILESTONES:

• In the middle of the industry crisis, the Company
has strengthened its funding profile by securing
€25 million from the German Investment
Corporation (DEG) and H 170 crores from Citi
through a one-of-its-kind co-financing facility.

• The Company has received a sanction of USD
100 million from the International Finance

Corporation (IFC), with the second tranche of
USD 50 million scheduled to be raised in Q2 FY26.

• Among selective NBFCs (Upper Layer, Middle Layer,
and Base Layer) in the country with a strong foreign
borrowing share at 21.0%, the Company is firmly
accelerating towards the medium-term strategy
of achieving a 25-30% foreign borrowing share.

• The Company has maintained the average
cost of borrowings at 9.8% for the past seven
quarters, setting the industry benchmark.

3. DIVIDEND:

The Board of Directors aims to grow the business lines
of the Company and enhance the rate of return on
investments of the shareholders. With a view to finance
the long-term growth plans of the Company, which
requires substantial resources, the Board of Directors do
not recommend any dividend for the year under review.

In line with Regulation 43A of the Listing Regulations,
the Company has formulated a Dividend Distribution
Policy which sets out the parameters in determining
the payment / distribution of dividend. The said
Policy is available on the Company''s website, the
link for the same is available under Annexure A.

4. TRANSFER TO RESERVES:

The Company has transferred H1,062.80 million to
statutory reserve out of the net profit for FY25 and
H32,719.78 million is the accumulated balance in the
Retained Earnings Account (Profit and Loss account
and comprehensive income) as at March 31, 2025.

5. SHARE CAPITAL:

During the year under review, the Company
allotted 3,42,655 shares to the employees under
CAGL Employees Stock Option Plan- 2011.

The paid-up Equity Share Capital of the Company as
at March 31, 2025, stood at H1,597.19 million. As on
March 31, 2025, 4,19,625 stock Options were held by
Mr. Udaya Kumar Hebbar, Managing Director, which
are convertible into equity shares upon exercise
of the same. Except as mentioned above, none of
the Directors of the Company held any instruments
convertible into equity shares of the Company.

6. DIRECTORS:

As on the date of this report, the Board of Directors
comprised of 8 (Eight) Directors, out of which four
(4) are Independent Directors, including 2 (Two)
Women Directors. The composition of the Board is
in line with the requirements of the Act, the Listing
Regulations and the applicable RBI Regulations.

The Directors possess extensive knowledge, necessary
experience, skills and ability in various functional areas
relevant to the Company''s business, which has aided /
continues to aid in strengthening the policy decisions of
the Company. The details of the Board, its Committees,
areas of expertise of Directors and other details are
available in the Report on Corporate Governance,
which forms part of this Integrated Annual Report. The
terms and conditions of appointments of Independent
directors are available on the website of the Company.
The link for the same is available under Annexure A.

i. Changes in Directors and Key Managerial
Personnel (KMP) during FY25:

During the period under review, there
were following changes in the Board of Directors and
Key Managerial Personnel:

Name	Nature of Change	Effective date
Mr. Balakrishna Kamath	Resigned as Chief Financial Officer	September 05, 2024

As on the date of this report, Mr. Udaya Kumar
Hebbar, Managing Director, Mr. Ganesh Narayanan,
Chief Executive Officer, Mr. Gururaj Rao, Chief
Operating Officer, Mr. Nilesh Dalvi, Chief Financial
Officer and Mr. M. J. Mahadev Prakash, Company
Secretary & Chief Compliance Officer, are the KMPs
of the Company.

The Board of Directors, at their meeting held on
May 16, 2025, subject to the approval of the Reserve
Bank of India, and the Shareholders, have approved:

a. the re-appointment of Ms. Lilian Jessie
Paul (DIN: 02864506) as an Independent
Director for a second term of 5 years w.e.f
September 16, 2025;

b. the appointment of Mr. Udaya Kumar Hebbar
(DIN: 07235226) as Non-Executive Director
(Nominee), who is completing his tenure as
Managing Director on June 25, 2025;

c. the appointment of Mr. Ganesh Narayanan
(DIN: 09120748) as Managing Director & CEO
for a period of 5 (five) years.

All the above proposals form part of the notice of the
ensuing Annual General Meeting of the Company.

ii. Directors retiring by Rotation:

Mr. Paolo Brichetti (DIN:01908040), Vice-Chairman
& Non-Executive Director who will retire by rotation
and being eligible, offers his candidature for
re-appointment as per the provisions of the
Act, at the ensuing Annual General Meeting
of the Company.

iii. Declaration from Independent Directors:

The Board has received declarations from the
Independent Directors as required under Section
149(7) of the Act and Regulation 16(1 )(b) of
Listing Regulations and the Board is satisfied that
the Independent Directors meet the criteria of
independence as mentioned therein.

iv. Policy on the Board Diversity:

The Company recognizes and embraces the
importance of diverse Board in its success and
has put in place a Policy on Board diversity. The
said Policy as approved by the Board is available

on the Company''s website, the link for the same is
available under Annexure A. The highlights of the
said Policy are given below:

a) Diversity is ensured considering various
factors, including but not limited to skills,
industry experience, background and
other qualities.

b) The Company considers factors based on
its own business model and specific needs
from time to time.

c) The Nomination & Remuneration Committee
leads the process of identifying and
nominating candidates for appointments as
Directors on the Board.

d) The benefits of diversity continue to aid
in succession planning and serve as the
key in identification and nomination of
Directors on the Board.

e) Board appointments are based on merit and
candidates are evaluated against objective
criteria, having due regard to the benefits of
diversity on the Board, including that of gender.

Additional details on the Board diversity are
available in the Report on Corporate Governance,
which forms part of this Integrated Annual Report.

v. Compensation Policy for Directors, KMPs and
Senior Management:

Pursuant to the provisions of Section 178 of the
Act, Regulation 19 of the Listing Regulations and
applicable RBI guidelines, a Compensation Policy
for Directors, KMPs and Senior Management
has been formulated inter-alia, remuneration
to Executive Directors, Non-executive Directors
including Independent Directors and other matters
as provided under the said Section.

The said Policy lays down principles for fixing the
remuneration/compensation to attract and retain
the most suitable talent on the Board and Senior
Management of the Company as per the criteria
formulated by the Nomination and Remuneration
Committee of the Board. This Policy also enumerates
the practices and procedures to be followed by the
Company in adopting the remuneration payable to
its Directors, Key Managerial Personnel (KMPs) and
Senior Management.

Further, the sitting fees payable to Non-Executive
Directors and commission payable to Independent
Directors are in accordance with the said policy,
which is available on the Company''s website, the
link for which is available under Annexure A.

vi. Evaluation of the Board, its Committees and
Individual directors:

The Nomination & Remuneration Committee had
engaged an external agency to conduct Board
Evaluation for FY25. The evaluation of all individual

Directors, Chairman of the Board, the Board as
a whole and its Committees were conducted
based on the criteria and framework adopted
by the Nomination & Remuneration Committee
in this regard.

A brief on the annual Board evaluation process
undertaken in compliance with the provisions
of the Act and Listing Regulations, is given in the
Report on Corporate Governance, forming part of
this Integrated Annual Report.

vii. Meetings of the Board:

During FY25, the Board of Directors of the Company
met 8 (Eight) times. The details of the meetings
are given in the Report on Corporate Governance.
Necessary quorum was present for all the meetings.
Further, the maximum interval between any two
meetings did not exceed 120 days, as prescribed by
the Act and Listing Regulations.

viii. Committees of the Board:

The details of the Committees of the Board viz., Audit
Committee, Corporate Social Responsibility and
Environmental, Social & Governance Committee,
Risk Management Committee, Nomination
and Remuneration Committee, Stakeholders''
Relationship Committee, Asset Liability
Management Committee, IT Strategy Committee
and Executive, Borrowings & Investment Committee
along with attendance details, composition, terms
of reference and such other relevant details for the
year under review are elaborated in the Report on
Corporate Governance.

7. AUDITORS AND AUDITORS'' REPORT:

i. Joint Statutory Auditors:

In accordance with the RBI Guidelines for
Appointment of Statutory Auditors dated April 27,
2021, (''RBI Guidelines'') and provisions of the Act
and Rules made thereunder, as amended from time
to time, M/s. Walker Chandiok & Co. LLP ("Walker
Chandiok"), Chartered Accountants, (Firm Reg.
No. 001076N/N500013) and M/s. Varma & Varma,
Chartered Accountants, (Firm Reg. No. 004532S) are
the Joint Statutory Auditors of the Company.

Further, there are no qualifications, reservations,
adverse remarks or disclaimers made by the
Joint Statutory Auditors in their report on the
Annual Financial Statements (Standalone &
Consolidated) for FY25

ii. Secretarial Auditors:

The Board of Directors have appointed M/s.
S. Sandeep & Associates, Practicing Company
Secretaries, as the Secretarial Auditors for FY25. The
Secretarial Audit Report issued by the Secretarial
Auditors in the prescribed Form MR-3 is annexed to
this Report as Annexure II.

There are no qualifications, reservations, adverse
remarks or disclaimers made by the Secretarial
Auditors in their Report, except for e forms PAS-
3 relating to allotment of equity shares under the
Company’s Employees Stock Option Plan, which
could not be filed due to technical issues at the time
of filing on the portal of Ministry of Corporate Affairs.
However, the Company has been taking appropriate
steps to ensure that the issue is resolved.

Comments by the Board:

Consequent to Merger of Madura Micro Finance
Limited, erstwhile Subsidiary with the Company,
effective February 15, 2023, the Authorised Share
Capital of the Company has been increased from
H160 Crore to H170 Crore. However, e-form PAS
3 has been automatically pre-filling the previous
authorized share capital amount before merger
without providing any option to the Company
to manually correct the same. As a result of this
system-related issue, the Company was unable
to file e-Form PAS-3 from June 2024 onwards.
The Company actively engaged with the MCA,
e-Governance Cell and the Office of the Registrar of
Companies, Bangalore, for its resolution.

Due to the Company’s persistent follow-ups
and coordination, the technical issue has been
eventually resolved. We wish to confirm that, as on
the date of despatch of this report, the Company
has successfully filed all the pending e-Forms PAS-3.

11. SIGNIFICANT & MATERIAL ORDERS PASSED BY
THE REGULATORS:

No such significant or material order was passed by
any Regulator, Court or Tribunal during the year under
review, which would impact the going concern status or
the Company''s operations in future.

12. INTERNAL AUDIT:

The internal audit function provides an independent
view to the Board of Directors, the Audit Committee and
the Senior Management on the quality and efficacy of the
internal controls, governance systems and processes.

Consequently, the Company is now in compliance
with all applicable statutory requirements.

Pursuant to the Listing Regulations, as
amended from time to time, the Board of
Directors in its Meeting held on May 16,
2025 has recommended the appointment of
M/s. S. Sandeep & Associates, Practicing Company
Secretaries (Firm Registration No.: P2025TN103600)
as the Secretarial Auditors of the Company for
a period of 5 (Five) years from FY26, subject to
approval of the shareholders at the ensuing AGM.

iii. Cost Auditors:

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

8. DETAILS IN RESPECT OF FRAUDS, IF ANY,
REPORTED BY AUDITORS:

Pursuant to Section 143(12) of the Act, the Joint Statutory
Auditors and the Secretarial Auditors of the Company have
not reported any instances of material fraud committed
in the Company by its officers or employees. However, a
few instances of cash embezzlement are reported under
Note No. 43 of the Annual Financial Statements.

9. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

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

10. CREDIT RATINGS:

During FY25, the Company''s credit rating was as mentioned in the below table. All the rating agencies i.e. India Ratings
& Research, ICRA & CRISIL Ratings have maintained the AA- Stable ratings for NCDs. The current ratings also factor in
the Company''s industry-leading franchise in the Non-Banking Financial Companies - Micro Finance Institutions (NBFC-MFI)
segment, improving asset quality backed by sound risk management processes and healthy capitalization.

The credit ratings for various instruments of the Company as at March 31,2025, are given below:

Name of Credit Rating Agency	Type of Instrument	Rating as on March 31, 2025	Rating as on March 31, 2024
ICRA Limited	Long Term Debt & NCDs	[ICRA]AA- Stable	[ICRA]AA- Stable
	Commercial Paper	(ICRA)A1	(ICRA)A1
CRISIL Ratings	Long Term Debt	CRISIL AA- Stable	CRISIL AA- Stable
India Rating & Research Private Limited	Long Term Debt & NCDs	IND AA- Stable	IND AA- Stable

In line with applicable RBI guidelines on Risk Based
Internal Audit, the Company has adopted a Risk Based
Internal Audit Policy.

At the beginning of each financial year, an audit plan is
rolled out after approval of the Audit Committee. The
audit plan is aimed at evaluation of the efficacy and
adequacy of internal control systems and compliance
thereof, robustness of internal processes, policies and
accounting procedures, compliance with laws and
regulations. Based on the reports of internal audit
function, relevant process owners, wherever required,
undertake corrective action in their respective areas.
Significant audit observations and corrective actions,

if any, are presented to the Audit Committee of the
Board on a quarterly basis. Pursuant to Risk Based
Internal Audit Framework, internal audit is aligned in
such a manner that assurance is provided to the Audit
Committee and Board of Directors on quality and
effectiveness of the internal controls, and governance
related systems and processes.

13. INTERNAL FINANCIAL CONTROLS:

The Company has put in place effective internal financial
controls in compliance with the extant regulatory
guidelines and compliance parameters. The Audit
Committee periodically reviews to ensure that the
internal financial controls of the Company are adequate
and is commensurate with its size, scale and complexity
of operations. The Company has put in place robust
policies and procedures which, inter-alia, help in ensuring
integrity in conduct of business, timely preparation of
financial information, accuracy and completeness in
maintaining accounting records and prevention and
detection of frauds & errors.

14. RISK MANAGEMENT POLICY:

Pursuant to the Listing Regulations, and the applicable
RBI Guidelines, the Board of Directors have adopted a
Risk Management Policy which provides for identification,
assessment and control of risks which in the opinion of
the Board may threaten the existence of the Company
or hinder the regular operations of the Company. The
Management identifies and controls risks through a
properly defined framework in terms of the aforesaid
policy. The details of risk management framework put in
place by the Company along with a brief on risk function,
processes followed, monitoring & reporting framework
forms part of Management Discussion and Analysis.

15. CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to the provisions of Section 135 read with
Schedule VII to the Act, the Company has constituted
a CSR Committee (renamed as CSR & ESG Committee)
which apart from ESG matters, reviews and recommends
inter-alia (a) any changes in the CSR policy of the
Company, (b) Annual CSR Activity Plan including
CSR Budget and (c) CSR Projects or Programs for
implementation by the Company as per its CSR Policy.
In accordance with the applicable provisions of Section
135 of the Act and the CSR policy of the Company, the
Company contributes 2% of average net profits made
during the preceding three financial years to CAIF, the
Implementing Agency for undertaking CSR activities on
behalf of the Company. The CSR policy of the Company
is available on the website of the Company. The link for
the same is available under Annexure A.

A report on CSR activities of the Company pursuant
to Section 134(3)(o) of the Act is enclosed herewith
as Annexure III.

16. WHISTLE BLOWER POLICY OR VIGIL
MECHANISM FOR DIRECTORS AND
EMPLOYEES:

The Company has established a whistle blower
mechanism under which the Directors and employees
may report any unethical behavior, actual or suspected
fraud, violation of the Code of Conduct including that of
Insider Trading or other policies, any other illegal activity
occurring in the organization. In exceptional cases,
directors or employees can raise their concerns directly
to the Chairman of the Audit Committee. During the
year under review, the Company received 14 (Fourteen)
complaints through this mechanism. However, based
on verification it was found that the complaints were
in the nature of staff and member grievances and
resolved accordingly. The Whistle-Blower Policy (Vigil
Mechanism) of the Company is available on the website
of the Company. The link for the same is available
under Annexure A.

17. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS:

The Company, being a non-banking financial company
registered with the RBI and engaged in the business
of providing loans, is exempt from complying with the
provisions of Section 186 of the Act, in respect of loans
and guarantees.

18. RELATED PARTY TRANSACTIONS:

All the Related Party Transactions (''RPTs'') entered into
during the financial year were on an arm''s length basis
and were in the ordinary course of business. Details
of RPTs as required under Indian Accounting Standard
(Ind AS-24) are reported in the Note forming part of
Standalone Financial Statements. As required under
Section 134 of the Act and Rule 8(2) of the Companies
(Accounts) Rules, 2014, details of RPTs in the Form
AOC-2 are given in Annexure IV. There were no
materially significant RPTs having potential conflicts
with the interests of the Company during FY25. The
Policy for determining Materiality of RPT and Related
Party Transaction Policy are available on the website
of the Company. The link for the same is available
under Annexure A.

19. HUMAN RESOURCE MANAGEMENT &
EMPLOYEE RELATIONS:

The significance of human capital in any organization
cannot be overstated, particularly in a financial services
organization such as ours where a large portion of
employees are at the frontline servicing customers.
Successful delivery of our services is dependent on
striking the right balance between providing excellent
customer service and meeting performance targets. Our
Company is committed to fostering a culture of positive
attitude and superior service amongst our employees.

Policies related to Human Resources are employee
friendly and support an environment that fuels
accomplishment and satisfaction. The Company continues
to provide structured trainings and seamless growth
opportunities actively driving business performance.

The Company also provides performance-linked
incentives for process adherence and portfolio quality
thereby promoting right behavior and sustainable growth.

20. PARTICULARS OF EMPLOYEES:

As on March 31, 2025, the Company had 20,970 employees.
The details required under the provisions of Section
197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended, containing
inter-alia, the ratio of remuneration of each Director and
Key Managerial Personnel to the median employee''s
remuneration are attached as Annexure V(i).

The details of employee remuneration as prescribed
under Rule 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
are attached as Annexure V(ii).

21. MATERIAL CHANGES AND COMMITMENTS
AFTER THE DATE OF BALANCE SHEET:

There are no material changes and commitments
between the end of FY25 and the date of this report,
affecting the financial position of the Company.

22. REPORT ON CORPORATE GOVERNANCE:

Pursuant to the Listing Regulations, a separate section
titled ''Report on Corporate Governance'' has been
included in this Integrated Annual Report. All Board
members and Senior Management personnel have
affirmed compliance with the Code of Conduct as
applicable to them, for FY25. A declaration to this effect
signed by the Chief Executive Officer of the Company
forms part of the Report on Corporate Governance.

The Chief Executive Officer and the Chief Financial
Officer have certified to the Board on the accuracy of
financial statements and other matters as specified in
the Listing Regulations, which forms part of Report on
Corporate Governance.

A certificate issued by the Secretarial Auditors of
the Company on compliance with conditions of
corporate governance forms a part of the Report on
Corporate Governance.

23. MANAGEMENT DISCUSSION AND ANALYSIS:

In accordance with the Listing Regulations, a report on
Management Discussion and Analysis highlighting the
details of each business vertical, forms a part of this
Integrated Annual Report.

24. BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT:

In accordance with the Listing Regulations, a Business
Responsibility and Sustainability Report ("BRSR") has
been prepared, which provides an overview of the
Company''s material ESG risks and opportunities, goals
and targets related to sustainability and performance
against them. BRSR for the year under review
forms a part of this Integrated Annual Report.

25. DISCLOSURES UNDER THE POLICY ON SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013 ("POSH Act"):

The Company has in place a Policy on Prevention,
Prohibition and Redressal of Sexual Harassment of
Women at Workplace ("POSH policy") and an Internal
Committee, in line with the requirements of the POSH
Act and the Rules made thereunder for reporting and
conducting inquiry into the complaints made by the
victim of the sexual harassments at the workplace. The
functioning of the said Committee is in line with the
provisions of the POSH Act. The details of complaints
received under POSH Act forms part of BRSR and Report
on Corporate Governance. The POSH policy is available
on the website of the Company. The link for the same is
available under Annexure A.

The Company has complied with the provisions of the
Maternity Benefit Act, 1961.

26. FAIR PRACTICES CODE:

The Company has in place a Fair Practices Code ("FPC")
as approved by the Board, in compliance with the
guidelines issued by RBI, to ensure better service and
provide necessary information to customers enabling
them to take informed decisions. The FPC is available
on the website of the Company. The link for the same is
available under Annexure A.

The Company''s Internal Audit team periodically provides
feedback to the Audit Committee on adherence to FPC
and functioning of grievance redressal mechanism.
Further, the Board also reviews the implementation and
efficacy of FPC on an annual basis.

27. CUSTOMER GRIEVANCE:

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

28. ANNUAL RETURN:

Pursuant to sub-section (3)(a) of Section 134 and
subsection (3) of Section 92 of the Act, read with Rule
12 of the Companies (Management and Administration)
Rules, 2014, the latest Annual Return is available on the
Company''s website. The link for the same is available
under Annexure A.

34. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act, the Directors
hereby confirm that:

a. in the preparation of the annual accounts, the
applicable accounting standards have been
followed along with proper explanation relating to
material departures, if any;

b. the directors have selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent 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 and loss of the Company for that year;

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

d. the directors have prepared the annual accounts on
a going concern basis;

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

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

35. ACKNOWLEDGEMENT:

The Directors wish to place on record their appreciation
and sincerely acknowledge the contribution and support
from shareholders, customers, debenture holders,
debenture trustees, Central and State Governments,
Bankers, Reserve Bank of India, Registrar of Companies,
Securities and Exchange Board of India, Insurance
Regulatory and Development Authority of India, BSE
Limited, National Stock Exchange of India Limited,
Registrar & Share Transfer Agents, Credit Rating
Agencies and other Statutory and Regulatory Authorities
for their kind cooperation and assistance provided to the
Company. The Directors also extend their appreciation
to all the employees for their continued support and
unstinting efforts in ensuring an outstanding operational
performance and for their continued commitment,
dedication and cooperation.

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

a. Information Relating to Conservation of Energy, Technology Absorption:

Sl. No.	Particulars		Remarks
A.	Conservation of energy:
		the steps taken or impact on conservation of energy;
	ii.	the steps taken for utilizing alternate sources of energy	Since the Company is into providing
	iii.	the capital investment on energy conservation equipment;	Micro Lending services, the provisions
B.	Technology absorption		of Section 134(3) (m) of the Act
	i.	the efforts made towards technology absorption;	relating to conservation of energy and
	ii.	the benefits derived like product improvement, cost reduction, product development or import substitution;	technology absorption does not apply to the Company. The Company has,
	iii.	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)	however, used information technology extensively in its operations and
		a. the details of technology imported;	continues to invest in various energy-
		b. the year of import	efficient initiatives at all office locations.
		c. whether the technology been fully absorbed;	More related information on the same
		d. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and	is covered under the BRSR Report.
	iv.	the expenditure incurred on Research and Development

b. Foreign Exchange Earnings and Outgo:

During the year under review, the Foreign Exchange earned in terms of actual inflows was H6554 million and Foreign
Exchange outgo was H4086.40 million.

30. DEPOSITS:

The Company continued to operate as a non-deposit taking Non- Banking Financial Company - Micro Finance Institution
(''NBFC-MFI''), categorised as NBFC-Middle Layer (''NBFC-ML'') and accordingly, disclosure under Para 35 of the ''Master
Direction - Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016'', as amended
from time to time, does not apply.

Further, the Company has not accepted any deposits under Chapter V of the Act during the period under review.

31. EMPLOYEES STOCK OPTION PLAN:

The Nomination & Remuneration Committee administers the CAGL Employees Stock Option Plan - 2011 ("Company''s ESOP
Plan"), formulated by the Company.

Information as required under Section 62 of the Act read with Rule 12 of the Companies (Share Capital and Debentures)
Rules, 2014, the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (’SBEB Regulations'') and the
applicable provisions of the Company''s ESOP Plan is provided hereunder:

Sr. No.	Particulars	Remarks
1.	Number of Options outstanding at the beginning of the year	26,74,354
2.	Number of Options granted during the year	15,57,900
3.	Number of Options vested during the year	6,63,475
4.	Number of Options exercised during the year	3,42,655
5.	Number of shares arising as a result of exercise of Options	3,42,655
6.	Number of Options forfeited / lapsed during the year	1,04,560
7.	Exercise price (in H)	27/39.86/63.9/84.47/120.87/786.91 /595.68/902.59/1685.29
8.	Money realized by exercise of Options	181.66 Million
9.	Number of Options outstanding/ in force at the end of year	88,55,495
10.	Number of Options exercisable at the end of year	37,88,395
11.	Total number of Options available for grant	50,67,100
12.	Variation of terms of Options	NA

Employee-wise details of Options granted during FY25:

1. Senior Managerial Personnel - 6,64,400;

2. Any other employee who receives a grant of options
in any one year amounting to five percent or more
of options granted during that year: - Nil.

3. 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 - Nil

4. Diluted Earnings per Share- H 33.24

5. Total consideration received against issuance of
ESOP shares under the Plan- H181.66 million.

Disclosures pertaining to employee stock options as
required under SBEB Regulations are placed on the
Company''s website. The link for the same is available under

Annexure A. Grant wise-details of the Options vested,

exercised and cancelled are provided in the notes to the
standalone financial statements. Further, the Company
confirms except for changes approved by the shareholders
vide Resolution passed on August 12, 2024, there has been
no change to the Company''s ESOP Plan during FY25.

32. SCALE BASED REGULATIONS:

Pursuant to ''Master Direction - Reserve Bank of India (Non¬
Banking Financial Company - Scale Based Regulation)
Directions, 2023'' dated October 19, 2023, as amended
from time to time, the Company was categorised as NBFC-
Middle Layer ("NBFC-ML") and it continues to be under the
same category till the date of this report.

33. OTHER DISCLOSURES/CONFIRMATION:

During the year under review:

a. The Company has not allotted any equity shares
with differential voting rights.

b. The Company has complied with applicable
Secretarial Standards for conducting the Board and
General Meetings.

c. The Company has not revised its Financial
Statements as mentioned under Section
131 of the Act.

d. Pursuant to the Act and Listing Regulations, a
separate Meeting of the Independent Directors was
held on January 23, 2025, without the attendance
of Non-Independent Directors and Members of
the Management.

For and on behalf of the Board of Directors of
CreditAccess Grameen Limited

Udaya Kumar Hebbar George Joseph

Place: Bengaluru Managing Director Chairman & Lead Independent Director

Date: May 16, 2025 DIN: 07235226 DIN: 00253754

---

Mar 31, 2024

The Directors have pleasure in presenting the 33^rd Report of Board of Directors of CreditAccess Grameen Limited ("Company"/ "CA Grameen") together with the Audited Financial Statements, both on a Consolidated and Standalone basis, for the Financial Year ended March 31,2024. Unless otherwise specifically mentioned, all the numbers provided in this report are standalone figures.

1. PRESENTATION OF FINANCIAL STATEMENTS

The financial statements of the Company for the year ended March 31,2024 have been prepared in accordance with Indian Accounting Standards ("Ind AS") prescribed under section 133 of the Companies Act, 2013 (the "Act"), read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Schedule III to the Act, as amended from time to time and applicable guidelines issued by SEBI. The audited consolidated financial statements have been prepared in compliance with the Act, Ind AS 110 Consolidated financial statements and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ''Listing Regulations'').

Financial Results

(H in Million)

Particulars	Consolidated		Standalone
	FY2024	FY2023	FY2024	FY2023
Total income	51,726.52	35,507.90	51,726.52	35,507.55
Finance cost	17,324.42	12,128.84	17,324.42	12,128.84
Net income	34,402.10	23,379.06	34,402.10	23,378.71
Total operating expenses	10,492.56	8,314.62	10,492.56	8,314.62
Pre-provisioning operating profit	23,909.54	15,064.44	23,909.54	15,064.09
Impairment on financial instruments	4,517.69	4,010.21	4,517.69	4,010.21
Profit before tax	19,391.85	11,054.23	19,391.85	11,053.88
Profit after tax	14,459.28	8,260.60	14,459.28	8,260.26
Other comprehensive income	(146.90)	84.11	(146.90)	84.11
Total comprehensive income	14,312.38	8,344.71	14,312.38	8,344.37
Basic Earnings Per Share (EPS) (in H )	90.88	52.04	90.88	52.04
Diluted Earnings Per Share (DPS) (in H )	90.41	51.82	90.41	51.81

Note: Due to rounding off, numbers presented above may not add up precisely to the totals provided.

SUBSIDIARY''S FINANCIALS:

CreditAccess India Foundation ("CAIF") is a wholly owned subsidiary of the Company. CAIF is registered as a ''Not-For-Profit'' Company under Section 8 of the Act, to carry out CSR activities on behalf of the Company. As required under Section 129 of the Act read with Rule 5 of Companies (Accounts) Rules, 2014, a statement containing salient features of financial statements of CAIF is attached to this report as Annexure I. Further, the Company does not have any Associate or Joint Venture Company.

2. KEY MILESTONES

Issue of Non-Convertible Debentures (NCDs)

During the year under review, the Company had successfully raised H 9,896 million, by way of Public Issue of Secured NCDs having a face value of H 1,000 each, which were allotted on September 07, 2023 and listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).

The NCD Tranche II Issue had a base Issue size of H 4,000 million with an option to retain oversubscription up to H 6,000 million aggregating up to H 10,000 million, which was within the shelf limit of H 15,000 million. The Tranche II Issue received a subscription of H 10,120 million i.e. 2.53x of the base Issue size.

The proceeds of the Issue have been fully utilized for the purpose for which it was raised.

3. DIVIDEND

The Board of Directors aims to grow the business lines of the Company and enhance the rate of return on investments of the shareholders. Commemorating silver-jubilee during FY24, the Board of Directors recommend a one-time final dividend of H 10 per equity share of face value of H 10 each on the fully paid-up equity shares of the Company, for the year ended March 31, 2024, to those equity shareholders whose name appear on the register of members as on the record date fixed by the Board of Directors of the Company.

In line with Regulation 43A of the Listing Regulations, the Company has formulated a Dividend Distribution Policy which sets out the parameters in determining the payment / distribution of dividend.

The said Policy is available on the Company''s website at https://www.creditaccessgrameen.in/wp-content/ uploads/2022/05/CreditAccess-Grameen_Dividend-Distribution-Policy.pdf

4. TRANSFER TO RESERVES

The Company has transferred H 2,891.86 million to statutory reserve out of the net profit for FY24 and H 30,110.68 million is the accumulated balance in Retained Earnings Account (Profit and Loss account and comprehensive income) as at March 31,2024.

5. SHARE CAPITAL

During the year under review, the Company had allotted 4,70,524 shares to the employees who exercised their stock options granted under CAGL Employees Stock Option Plan- 2011.

The paid-up Equity Share Capital of the Company as at March 31,2024 stood at H 1,594 million.

As on March 31, 2024, 3,68,100 stock Options were held by Mr. Udaya Kumar Hebbar, Managing Director, which are convertible into equity shares upon exercise of the same. Except as mentioned above, none of the Directors of the Company held any instruments convertible into equity shares of the Company.

6. DIRECTORS

As on the date of this report, the Board of Directors comprised of 8 (eight) Directors, out of which four are Independent Directors, including two Women Directors. The composition of the Board is in line with the requirements of the Act, the Listing Regulations and the applicable RBI Regulations. The Directors possess vast knowledge, necessary experience, skills and ability in various functional areas relevant to the Company''s business, which has aided / continues to aid in strengthening the policy decisions of the Company. The details of the Board, its Committees, areas of expertise of Directors and other details are available in the Report on Corporate Governance, which forms part of this Integrated Annual Report. The terms and conditions of appointment of Independent directors are available on the website of the Company at https://www.creditaccessgrameen.in/wp-content/uploads/2022/07/CreditAccess-Grameen_Terms-of-Appointment-of-Independent-Directors_Policy.pdf

i. Changes in Directors and Key Managerial Personnel (KMP) during FY24

There was no change in the Board of Directors or Key Managerial Personnel during the period under review, except as below:

Name	Nature of change	Effective date
	Re-designated
Mr. Udaya Kumar Hebbar	as Managing Director (from	August 01,2023
	MD & CEO)
	Re-designated
Mr. Ganesh Narayanan	as Chief Executive Officer (from	August 01,2023
	Deputy CEO & CBO)

Further, the Board of Directors in its Meeting held on May 7, 2024 has recommended re-appointment of Mr Manoj Kumar as Independent Director for a second term of 5 (five) years.

In the opinion of the Board, Mr. Manoj Kumar fulfils the requirements for being re-appointed as an Independent Director as laid down under Section 149(6) of the Act, Regulation 16 of the Listing Regulations along with the ''fit and proper'' criteria as per the applicable RBI guidelines on Corporate Governance.

As on the date of this report, Mr. Udaya Kumar Hebbar, Managing Director, Mr. Ganesh Narayanan, Chief Executive Officer, Mr. S. Balakrishna Kamath, Chief Financial Officer and Mr. M. J. Mahadev Prakash, Company Secretary & Chief Compliance Officer, are the KMPs of the Company.

ii. Directors retiring by Rotation

Mr. Sumit Kumar, Nominee Director shall retire by rotation and being eligible, offers his candidature for reappointment as per the provisions of the Act, at the ensuing Annual General Meeting of the Company.

iii. Declaration from Independent Director

The Board has received declarations from the Independent Directors as required under Section 149(7) of the Act and Regulation 16(1)(b) of Listing Regulations and the Board is satisfied that the Independent Directors meet the criteria of independence as mentioned therein.

iv. Policy on Board Diversity

The Company recognizes and embraces the importance of diverse Board in its success and has put in place a Policy on Board diversity. The said Policy as approved by the Board is available on the Company''s website https://www. creditaccessgrameen.in/wp-content/uploads/2024/04/ CreditAccess-Grameen_Board-Diversity-Policy_March_ 2024.pdf

The highlights of the said Policy are given below:

1. Diversity is ensured considering various factors, including but not limited to skills, industry experience, background and other qualities.

2. The Company considers factors based on its own business model and specific needs from time to time.

3. The Nomination & Remuneration Committee leads the process of identifying and nominating candidates for appointment as Directors on the Board.

4. The benefits of diversity continue to aid in succession planning and serves as the key in identification and nomination of Directors on the Board.

5. Board appointments are based on merit and candidates are evaluated against objective criteria, having due regard to the benefits of diversity on the Board, including that of gender.

Additional details on Board diversity are available in the Report on Corporate Governance, which forms part of this Integrated Annual Report.

v. Compensation Policy for Directors, KMPs and Senior Management

Pursuant to the provisions of Section 178 of the Act, Regulation 19 of the Listing Regulations and applicable RBI guidelines, a Compensation Policy for Directors, KMPs and Senior Management has been formulated inter-alia, establishing criteria for determining qualifications, positive attributes, independence of Directors and other matters as provided under the said Section.

The said Policy lays down principles for fixing the remuneration/compensation to attract and retain the best suitable talent on the Board and Senior Management of the Company as per the criteria formulated by the Nomination and Remuneration Committee of the Board. This Policy also enumerates the practices and procedures to be followed by the Company in adopting the remuneration payable to its Directors, Key Managerial Personnel (KMPs) and Senior Management.

Further, the sitting fees payable to Non-Executive Directors and commission payable to Independent Directors are in accordance with the said policy, which is available on the Company''s website at https://www.creditaccessgrameen. in/wp-content/uploads/2023/08/CreditAccess-Grameen_ Policy-on-Remuneration-to-Directors-KMP-Senior-Management.pdf

vi. Evaluation of Board, its Committees and Individual directors

The Nomination & Remuneration Committee had engaged an external agency to conduct Board Evaluation for FY24. The evaluation of all individual Directors, Committees, Chairman of the Board, and the Board as a whole, was conducted based on the criteria and framework adopted by the Nomination & Remuneration Committee in this regard.

A brief on the annual Board evaluation process undertaken in compliance with the provisions of the Act and Listing Regulations, is given in the Report on Corporate Governance, forming part of this Integrated Annual Report.

vii. Meetings of the Board

During FY24, the Board of Directors of the Company met 5 (Five) times. The details of the meetings are given in the

The credit ratings for various instruments of the Company as at March 31 2024 are given below:

Name of Credit Rating Agency	Type of Instrument	Rating as on March 31, 2024	Rating as on March 31, 2023
ICRA Ltd	Long Term Debt	[ICRA]AA- Stable	[ICRA]AA- Stable
ICRA Ltd	Non-Convertible Debentures	[ICRA]AA- Stable	[ICRA]AA- Stable
ICRA Ltd	Commercial Paper	(ICRA)A1	(ICRA)A1
ICRA Ltd	Subordinate Debt	[ICRA]AA- Stable	[ICRA]AA- Stable
CRISIL Ratings	Long Term Debt	CRISIL AA- Stable	CRISIL A Positive
CRISIL Ratings	Non-Convertible Debentures	CRISIL AA- Stable	CRISIL A Positive
India Rating and Research Pvt. Ltd.	Long Term Debt	IND AA- Stable	IND AA- Stable
India Rating and Research Pvt. Ltd.	Principal Protected Market Linked Debenture	(IND) PP-MLD AA- Stable	(IND) PP-MLD AA- Stable
India Rating and Research Pvt. Ltd.	Non-Convertible Debentures	IND AA- Stable	IND AA- Stable

Report on Corporate Governance. Necessary quorum was present for all the meetings. Further, the maximum interval between any two meetings did not exceed 120 days, as prescribed by the Act.

viii. Committees of the Board

The details of the Committees of the Board viz., Audit Committee, Corporate Social Responsibility and Environmental, Social & Governance Committee, Risk Management Committee, Nomination and Remuneration Committee, Stakeholders'' Relationship Committee, Asset-Liability Management Committee, IT Strategy Committee and Executive, Borrowings & Investment Committee along with Directors'' attendance details, composition, terms of reference and such other relevant details for the year under review are elaborated in the Report on Corporate Governance.

6. AUDITORS AND AUDITORS'' REPORT

a. Joint Statutory Auditors

M/s PKF Sridhar & Santhanam LLP ("PKF"), one of the Joint Statutory Auditors of the Company, would be completing their tenure of 3 years by the conclusion of ensuing Annual General Meeting ("AGM"). In view of the same, the Board of Directors at its meeting held on October 20, 2023, in accordance with the RBI Guidelines for Appointment of Statutory Auditors dated April 27, 2021, (''RBI Guidelines'') and provisions of Section 139 read with Section 141 of the Act and such other applicable provisions, if any, had appointed M/s Walker Chandiok & Co. LLP ("Walker Chandiok"), Chartered Accountants, (Firm Reg. No. 001076N/N500013) as one of the Joint Statutory Auditors of the Company to hold office for a period of 3 years from the conclusion of ensuing AGM, subject to the approval of shareholders.

Accordingly, Walker Chandiok and M/s. Varma & Varma will be the Joint Statutory Auditors of the Company for FY 2024-25 and FY2025-26.

Further, there are no qualifications, reservations, adverse remarks or disclaimers made by the Joint Statutory Auditors in their report on the Annual Financial Statements (Stadalone & Consolidated) for FY24.

b. Secretarial Auditors

The Board of Directors had appointed M/s M. Damodaran & Associates LLP, Practising Company Secretaries as the

Secretarial Auditors for FY24. The Secretarial Audit Report issued by the Secretarial Auditors in the prescribed Form MR-3 is annexed to this Report as Annexure II. There are no qualifications, reservations, adverse remarks or disclaimers made by the Secretarial Auditors in their Report.

c. Cost Auditors

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

7. DETAILS IN RESPECT OF FRAUDS, IF ANY, REPORTED BY AUDITORS:

Pursuant to Section 143(12) of the Act, the Joint Statutory Auditors and the Secretarial Auditors of the Company have not reported any instances of material frauds committed in the Company by its officers or employees.

However, a few instances of cash embezzlement are reported under Note No. 43(v) of the Annual Financial Statements.

8. CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

9. CREDIT RATING

During FY24, the Company improved its credit rating from A Positive outlook to AA- Stable Outlook by CRISIL. Both India Ratings & Research and ICRA maintained the AA-Stable rating. The rating upgrade from CRISIL is primarily owing to substantial improvement in the Company''s earnings profile and controlled credit costs.

It demonstrates the high reputation and trust the Company has earned for its sound financial management and its ability to meet all its financial obligations. The current ratings also factor in the company''s industry-leading franchise in the Non-Banking Financial Companies - Micro Finance Institutions (NBFC-MFI) segment, improving asset quality backed by sound risk management processes and healthy capitalization.

Further, the Comprehensive Microfinance Grading by CRISIL for the Company as on March 31, 2024 is ''M1C1''. CRISIL''s Comprehensive Microfinance Capacity signifies highest capacity of the MFI to manage its operations in a sustainable manner and Excellent performance on Code of Conduct dimensions. The grading is assigned on an eight-point scale with respect to Microfinance Capacity Assessment Grading, with ''M1'' being the highest grading, and ''M8'', the lowest and on a five-point scale with respect to Code of Conduct Assessment, with ''C1'' being excellent performance, and ''C5'', the weakest.''

10. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, there was no significant or material orders passed by any Regulator, Court or Tribunal which would impact the going concern status or the Company''s operations in future.

11. INTERNAL AUDIT

The internal audit function provides an independent view to the Board of Directors, the Audit Committee and the Senior Management on the quality and efficacy of the internal controls, governance systems and processes. In line with applicable RBI guidelines on Risk Based Internal Audit, the Company has adopted a Risk Based Internal Audit Policy.

At the beginning of each financial year, an audit plan is rolled out after approval of the Audit Committee. The audit plan is aimed at evaluation of the efficacy and adequacy of internal control systems and compliance thereof,

robustness of internal processes, policies and accounting procedures, compliance with laws and regulations. Based on the reports of internal audit function process owners undertake corrective action in their respective areas. Significant audit observations and corrective actions, if any, are presented to the Audit Committee of the Board on a quarterly basis. Pursuant to Risk Based Internal Audit Framework, internal audit is aligned in such a manner that assurance is provided to the Audit Committee and Board of Directors on quality and effectiveness of the internal controls, and governance related systems and processes.

12. INTERNAL FINANCIAL CONTROLS

The Company has put in place an effective internal financial control in compliance with the extant regulatory guidelines and compliance parameters. The Audit Committee periodically reviews to ensure that the internal financial controls of the Company are adequate and is commensurate with its size, scale and complexity of operations. The Company has put in place robust policies and procedures which, inter-alia, helps in ensuring integrity in conduct of business, timely preparation of financial information, accuracy and completeness in maintaining accounting records and prevention and detection of frauds & errors.

13. RISK MANAGEMENT POLICY

Pursuant to the Listing Regulations, and the applicable RBI Guidelines, the Board of Directors have adopted a Risk Management Policy which provides for identification, assessment and control of risks which in the opinion of the Board may threaten the existence of the Company

or hinder the regular operations of the Company. The Management identifies and controls risks through a properly defined framework in terms of the aforesaid policy. The details of risk management framework put in place by the Company along with a brief on risk function, processes followed, monitoring & reporting framework forms part of Management Discussion and Analysis.

14. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 read with Schedule VII to the Act, the Company has constituted a CSR Committee (renamed as CSR & ESG Committee effective March 23, 2022) which apart from ESG matters, reviews and recommends inter-alia (a) the policy on Corporate Social Responsibility (CSR) including changes thereto,

(b) Annual CSR Activity Plan including CSR Budget and

(c) CSR Projects or Programs for implementation by the Company as per its CSR Policy. In accordance with the applicable provisions of Section 135 of the Act and the CSR policy of the Company, the Company contributes 2% of average net profits made during the preceding three financial years to CreditAccess India Foundation ("CAIF"), Implementing Agency for undertaking CSR activities on behalf of the Company. The CSR policy of the Company is available on the website of the Company https://www. creditaccessgrameen.in/wp-content/uploads/2024/04/ CreditAccess-Grameen_Corporate-Social-Responsibility-Policy_V5.pdf

A report on CSR activities of the Company pursuant to Section 134(3)(o) is enclosed herewith as Annexure III.

15. WHISTLE BLOWER POLICY OR VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has established a whistle blower mechanism under which the Directors and employees may report any unethical behaviour, actual or suspected fraud, violation of the Code of Conduct including that of Insider Trading or other policies, any other illegal activity occurring in the organization. In exceptional cases, directors or employees can raise their concerns directly to the Chairman of the Audit Committee. During the year under review, the Company had received sixteen complaints through this mechanism. However, based on verification it was found that the complaints were in the nature of staff grievances and resolved accordingly. The Whistle-Blower Policy (Vigil Mechanism) of the Company is available on the website at https://www.creditaccessgrameen.in/wp-content/uploads /2023/09/Credit-Access_Grameen_Whistle-Blower-Policy_ V3.pdf

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company, being a non-banking financial company registered with the RBI and engaged in the business of providing loans, is exempt from complying with the

provisions of section 186 of the Act, in respect of loans and guarantees.

17. RELATED PARTY TRANSACTIONS

All the Related Party Transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. Details of Related Party Transactions as required under Indian Accounting Standard (Ind AS-24) are reported in Note 37 forming part of Standalone Financial Statements. As required under the applicable provisions of the Act, details of related party transactions in the Form AOC-2 is given in Annexure IV. There were no materially significant related party transactions having potential conflicts with the interests of Company during FY24. The Policy for determining Material Subsidiaries and Related Party Transaction Policy are available on the website of the Company at https://www. creditaccessgrameen.in/governance/policies/

18. HUMAN RESOURCE MANAGEMENT & EMPLOYEE RELATIONS

The significance of human capital in any organization cannot be overstated, particularly in a financial services organization such as ours where a large portion of employees are at the frontline servicing customers. Successful delivery of our services is dependent on striking the right balance between providing excellent customer service and meeting performance targets. Our Company is committed to fostering a culture of positive attitude and superior service amongst our employees.

Policies related to Human Resources are employee friendly and support an environment that fuels accomplishment and satisfaction. The Company continues to provide structured trainings and seamless growth opportunities actively driving business performance.

The Company also provides performance-linked incentives for process adherence and portfolio quality thereby promoting right behaviour and sustainable growth.

19. PARTICULARS OF EMPLOYEES

As on March 31,2024, the Company had 19,395 employees. The details required under the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing inter-alia, the ratio of remuneration of each Director and Key Managerial Personnel to the median employee''s remuneration are attached as Annexure V(i).

The details of employee remuneration as prescribed under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are attached as Annexure V(ii).

20. MATERIAL CHANGES AND COMMITMENTS AFTER THE DATE OF BALANCE SHEET

There are no material changes and commitments between the end of FY24 and the date of this report, affecting the financial position of the Company.

21. REPORT ON CORPORATE GOVERNANCE

Pursuant to the Listing Regulations, a separate section titled ''Report on Corporate Governance'' has been included to this Integrated Annual Report. All Board members and Senior Management personnel have affirmed compliance with the Code of Conduct as applicable to them, for FY24. A declaration to this effect signed by the Chief Executive Officer of the Company forms part of the Report on Corporate Governance.

The Chief Executive Officer and the Chief Financial Officer have certified to the Board on the accuracy of financial statements and other matters as specified in the Listing Regulations, which forms part of Report on Corporate Governance.

A certificate issued by the Secretarial Auditors of the Company on compliance with conditions of corporate governance forms a part of the Report on Corporate Governance.

22. MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with the Listing Regulations, the Management Discussion and Analysis highlighting the details of each business vertical, forms a part of this Integrated Annual Report.

23. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)

In accordance with the Listing Regulations, a Business Responsibility and Sustainability Report ("BRSR") has been prepared, which provides an overview of the Company''s material ESG risks and opportunities, goals and targets related to sustainability and performance against them. BRSR for the year under review has been annexed as Annexure VI to this Report.

24. DISCLOSURES UNDER THE POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 ("POSH Act")

The Company has 3,183 women employees in various cadre as on March 31, 2024. The Company has in place a Policy on Prevention, Prohibition and Redressal of Sexual

Harassment of Women at Workplace ("POSH policy") and an Internal Committee, in line with the requirements of the POSH Act and the Rules made thereunder for reporting and conducting inquiry into the complaints made by the victim of the sexual harassments at the workplace. The functioning of the said Committee is in line with the provisions of the POSH Act. The details of complaints received under POSH Act forms a part of Business Responsibility and Sustainability Report.

25. FAIR PRACTICES CODE

The Company has in place a Fair Practices Code ("FPC") as approved by the Board, in compliance with the guidelines issued by RBI, to ensure better service and provide necessary information to customers enabling them to take informed decisions. The FPC is available on the website of the Company at https://www.creditaccessgrameen.in/ wp-content/uploads/2024/01/CreditAccess-Grameen_ Fair-Practices-Code_RBI-Directions-on-MFI-Loans_ January-2024_v5.pdf

The Company''s Internal Audit team periodically provides feedback to the Audit Committee on adherence to FPC and functioning of grievance redressal mechanism. Further, the Board also reviews the implementation and efficacy of FPC on an annual basis.

26. CUSTOMER GRIEVANCE

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

27. ANNUAL RETURN

Pursuant to sub-section (3)(a) of Section 134 and subsection (3) of Section 92 of the Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the latest Annual Return is available on the Company''s website at https://www.creditaccessgrameen.in/investors/ shareholder-services/agm-egm/

Sr. No.	Particulars	Remarks
1.	Number of Options outstanding at the beginning of the year	24,24,244
2.	Number of Options granted during the year	7,59,800
3.	Number of Options vested during the year	5,09,375
4.	Number of Options exercised during the year	4,70,524
5.	Number of shares arising as a result of exercise of Options	4,70,524
6.	Number of Options forfeited / lapsed during the year	39,166
7.	Exercise price (in H)	27/39.86/63.9/84.47/120.87/786.91 /595.68/902.59
8.	Money realized by exercise of Options	H 150.56 million
9.	Number of Options outstanding/ in force at the end of year	26,74,354
10.	Number of Options exercisable at the end of year	7,90,254
11.	Total number of Options available for grant	8,16,400
12.	Variation of terms of Options	NA

Employee-wise details of Options granted to;

1. Senior Managerial Personnel - 2,34,300

2. Any other employee who receives a grant of options in any one year amounting to five percent or more of options granted during that year: - Not Applicable

3. 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 - Nil

4. Diluted Earnings per Share- H 90.41/-

5. Total consideration received against issuance of ESOP shares under the Plan- H 150.56 million

Disclosures pertaining to employee stock options as required under SBEB Regulations are placed on the Company''s website at https://www. creditaccessgrameen.in/investors/shareholder-services/agm-egm/. Grant wise-details of the Options vested, exercised and cancelled are provided in the notes to the standalone financial statements.

Further, the Company confirms except for changes approved by the shareholders vide Resolution passed on August 25, 2023, there has been no change to the Company''s ESOP Plan during FY24. However, a few amendments are proposed to the Company''s ESOP

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO

a. Information Relating to Conservation of Energy, Technology Absorption

Sr. No.	Particulars	Remarks
A	Conservation of energy
	i. the steps taken or impact on conservation of energy;
	ii. the steps taken for utilizing alternate sources of energy;
	iii. the capital investment on energy conservation equipment;
B	Technology absorption	The provisions of Section 134(3) (m) of the Act relating
	i. the efforts made towards technology absorption;	to conservation of energy and technology absorption does not apply to the
	ii. the benefits derived like product improvement, cost reduction, product
	development or import substitution;	Company. The Company has,
	iii. in case of imported technology (imported during the last three years	however, used information technology extensively in its
	reckoned from the beginning of the financial year)-	operations and continues
	a) the details of technology imported;	to invests in energy-efficient office equipment at all office locations.
	b) the year of import;
	c) whether the technology been fully absorbed;
	d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
	iv. the expenditure incurred on Research and Development

b. Foreign Exchange Earnings and Outgo

During the year under review, the Foreign Exchange earned in terms of actual inflows was H 20,375.42 million and Foreign Exchange outgo in terms of actual outflows was H 22,68.14 million.

29. DEPOSITS

The Company continues to be categorized and operate as a non-deposit taking Non-Banking Financial Company - Micro Finance Institution (NBFC-MFI) and has not accepted any deposits as defined by the Act. Accordingly, disclosure under Section 35(1) of the RBI Master Direction - Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016 does not also apply.

30. EMPLOYEES STOCK OPTION PLAN

The Nomination & Remuneration Committee administers CAGL Employees Stock Option Plan - 2011 ("Company''s ESOP Plan"), formulated by the Company, from time to time.

Information as required under Section 62 of the Act read with Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014, SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (''SBEB Regulations'') and the applicable provisions of the Company''s ESOP Plan is provided hereunder:

Plan and is placed for approval of the members in the ensuing Annual General Meeting ("AGM") scheduled on August 12, 2024, the details of which are provided in the Notice of 33^rd AGM of the members of the Company.

31. SCALE BASED REGULATIONS

Pursuant to RBI circular on ''Scale Based Regulation (SBR): A Revised Regulatory Framework for NBFCs'' dated October 22, 2021, as amended from time to time the Company was categorised as NBFC-Middle Layer ("NBFC''ML") and it continues to be under the same category till date.

32. OTHER DISCLOSURES/CONFIRMATION

During the year under review:

a. The Company has not allotted any equity shares with differential voting rights.

b. The Company has complied with applicable Secretarial Standards for Board and General Meetings held.

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

d. Pursuant to the Act and Listing Regulations, a separate Meeting of the Independent Directors was held on October 19, 2023, without the attendance of Non-Independent Directors and Members of the Management.

33. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Directors hereby confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent 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 and loss of the Company for that year;

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

d. the directors have prepared the annual accounts on a going concern basis;

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

Place: Bengaluru Udaya Kumar Hebbar

Date: May 07, 2024 Managing Director

DIN: 07235226

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

34. ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation and sincerely acknowledge the contribution and support from shareholders, customers, debenture holders, debenture trustees, Central and State Governments, Bankers, Reserve Bank of India, Registrar of Companies, Securities and Exchange Board of India, Insurance Regulatory and Development Authority of India, BSE Limited, National Stock Exchange of India Limited, Registrar & Share Transfer Agents, Credit Rating Agencies and other Statutory and Regulatory Authorities for the kind cooperation and assistance provided to the Company. The Directors also extend their appreciation to all the employees for their continued support and unstinting efforts in ensuring an outstanding operational performance and for their continued commitment, dedication and cooperation.

For and on behalf of the Board of Directors of CreditAccess Grameen Limited

George Joseph Chairman DIN: 00253754

---

Mar 31, 2023

The Directors have pleasure in presenting the 32^nd Board''s Report of CreditAccess Grameen Limited ("Company"/ "CA Grameen") together with the Audited Financial Statements, both on a Consolidated and Standalone basis, for the Financial Year ended March 31, 2023. Unless otherwise specifically mentioned, all the numbers provided herein are standalone figures.

1. PRESENTATION OF FINANCIAL STATEMENTS

The financial statements of the Company for the year ended March 31, 2023 have been prepared in accordance with Indian Accounting Standards ("Ind AS") prescribed under section 133 of the Companies Act, 2013 (the "Act"), read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Schedule III to the Act, as amended from time to time and applicable guidelines issued by SEBI.

The audited consolidated financial statements have been prepared in compliance with the Act, Ind AS 110 Consolidated financial statements and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ''Listing Regulations'').

Financial Results ('' in Million)
Particulars	Consolidated		Standalone
	FY2023	FY2022	FY2023	FY2022
Total income	35,507.90	27,501.27	35,507.55	27,500.56
Finance cost	12,128.84	9,841.40	12,128.84	9,841.40
Net income	23,379.06	17,659.87	23,378.71	17,659.16
Total operating expenses	8,314.62	6884.56	8314.62	6,883.79
Pre-provisioning operating profit	15,064.44	10,775.31	15,064.09	10,775.37
Impairment on financial instruments	4,010.21	5,967.42	4,010.21	5,967.42
Profit before tax	11,054.23	4,807.89	11,053.88	4,807.95
Profit after tax	8,260.60	3,530.75	8,260.26	3,530.80
Other comprehensive income	84.11	-853.60	84.11	-853.60
Total comprehensive income	8,344.71	2,677.15	8,344.37	2,677.20
Basic Earnings Per Share (EPS) (in rupees)	52.04	22.29	52.04	22.29
Diluted Earnings Per Share (DPS) (in rupees)	51.82	22.20	51.81	22.20
Note: Due to rounding off, numbers presented above may not add up precisely to the totals provided.

SUBSIDIARY''S FINANCIALS:

CreditAccess India Foundation ("CAIF") was incorporated on May 29, 2021, as a wholly owned subsidiary of the Company. CAIF is a ''Not-For-Profit'' Company registered under Section 8 of the Act, incorporated to carry out CSR activities on behalf of the Company. As required under Section 129 of the Act read with Rule 5 of Companies (Accounts) Rules, 2014, a statement containing salient features of financial statements of CAIF is attached to this report as Annexure I.

The Company does not have any Associate or Joint Venture Company.

2. KEY MILESTONES

A. Maiden Public Issue of Non-Convertible Debentures (NCDs) of ? 5,000 Million

During the year under review, the Company successfully raised, by way of Public Issue, ''5,000 Million of Secured NCDs having a face value of ''1,000 each, which were allotted on November 23, 2022. These NCDs are listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).

The NCD Tranche I Issue had a base issue size of ''2,500 Million with an option to retain oversubscription up to ''2,500 Million aggregating up to ''5,000 Million, which was within the shelf limit of ''15,000 Million. The Tranche I Issue received a subscription of ''7,580 Million, i. e. 3.03x of the base Issue size.

The proceeds of the Issue have been fully utilized for the purpose for which it was raised.

B. Amalgamation of Madura Micro Finance Limited with the Company

During the year under review, a Scheme of Amalgamation ("the Scheme") between Madura Micro Finance Limited ("MMFL") erstwhile Material Subsidiary, CreditAccess Grameen Limited ("CA Grameen") and their respective shareholders & creditors, inter-alia, for amalgamation of MMFL with CA Grameen was approved by the shareholders of both the Companies at their respective meetings held pursuant to the Orders passed by Hon''ble National Company Law Tribunal ("NCLT"), Chennai Bench and Bengaluru Bench. Final Order approving the Scheme was passed by Hon''ble NCLT, Chennai Bench and Bengaluru Bench on October 12, 2022 and February 7, 2023 respectively. The said Scheme came into effect from February 15, 2023 ("Effective Date"). By virtue of the same, all the undertakings of MMFL have been transferred and vested in the Company on a going concern basis without any further act, instrument or deed.

3. DIVIDEND

The Board of Directors aims to grow the business lines of the Company and enhance the rate of return on investments of the shareholders. With a view to finance the long-term growth plans of the Company, which requires substantial resources, the Board of Directors do not recommend any dividend for the year under review.

In line with Regulation 43A of the Listing Regulations, the Company has formulated a Dividend Distribution Policy which sets out the parameters in determining the payment / distribution of dividend. The said Policy is available on the Company''s website at https://www.creditaccessgrameen.in/wp-content/uploads/2022/05/CreditAccess-Grameen Dividend-Distribution-Policy.pdf.

4. AMOUNT PROPOSED TO BE CARRIED FORWARD TO RESERVES

The Company has transferred ''8,256.14 Million to reserves out of the net profit for FY23 and ''18,551.25 Million is the accumulated balance in Retained Earnings Account (Profit and Loss account and comprehensive income) as at March 31, 2023.

5. SHARE CAPITAL

During the year under review, the Company had allotted 3,64,746 shares to the employees who exercised their stock options granted under CAGL Employees Stock Option Plan- 2011. In addition, the Company has allotted 26,75,351 equity shares (which were pending for listing as on March 31, 2023) to 42 eligible equity shareholders of MMFL, erstwhile Subsidiary, in accordance with the agreed Share Exchange Ratio under the Scheme of Amalgamation.

The paid-up Equity Share Capital of the Company as at March 31, 2023 stood at ''1,589 Million. Except as mentioned below, none of the Directors of the Company held any instruments convertible into equity shares of the Company:

As on March 31, 2023, 4,39,900 stock Options were held by Mr. Udaya Kumar Hebbar, MD & CEO, which are convertible into equity shares upon exercise of the same.

6. DIRECTORS

As on the date of this report, the Board of Directors comprised of Eight (8) Directors, out of which four are Independent Directors, including two Women Independent Directors.

The composition of the Board is in line with the requirements of the Act, and the Listing Regulations and the applicable RBI Regulations. The Directors possess vast knowledge ,necessary experience, skills and ability in various functional areas relevant to the Company''s business, which has aided / continues to aid in strengthening the policy decisions of the Company.

The details of the Board, its Committees, areas of expertise of Directors and other details are available in the Report on Corporate Governance, which forms part of this Integrated Annual Report.

The terms and conditions of appointment of Independent directors are available on the website of the Company at https://www.creditaccessgrameen.in/wp-content/uploads/2022/07/CreditAccess-Grameen Terms-of-

Appointment-of-Independent-Directors Policy.pdf.

i. Changes in Directors and Key Managerial Personnel (KMP) during FY23

The following were the changes in the Board of Directors during the year under review:

Name	Date of Appointment/ Resignation/ Re-designation	Nature of change
Mr. Paolo Brichetti	October 21,2022	Appointed as Vice-Chairman & Non-Executive Director of the Company
Ms. Rekha Warriar	October 21,2022	Appointed as an Independent Director for a term of five years
Ms. Sucharita	September 10, 2022	Retired as an Independent Director of the
Mukherjee		Company after completing first term of 5 years

In the opinion of the Board, Ms. Rekha Warriar, who was appointed as an Independent Director during the year under review, possesses requisite integrity, expertise, experience and proficiency which are relevant to the Company.

As on the date of this report, Mr. Udaya Kumar Hebbar, Managing Director & CEO, Mr. Ganesh Narayanan, Deputy CEO & Chief Business Officer, Mr. S. Balakrishna Kamath, Chief Financial Officer and Mr. M.J. Mahadev Prakash, Company Secretary & Chief Compliance Officer, are the KMPs of the Company.

ii. Directors retiring by Rotation

Mr. Massimo Vita, Nominee Director shall retire by rotation and being eligible, offers himself for reappointment as per the provisions of the Act, at the ensuing Annual General Meeting of the Company.

iii. Declaration from Independent Director(s)

The Board has received declarations from the Independent Directors as required under Section 149(7) of the Act and Regulation 16(1 )(b) of Listing Regulations and the Board is satisfied that the Independent Directors meet the criteria of independence as mentioned therein.

iv. Policy on Board Diversity

The Company recognizes and embraces the importance of diverse Board in its success and has put in place a Policy on Board diversity. The said Policy as approved by the Board is available on the Company''s website https://www.creditaccessgrameen.in/wp-content/uploads/2022/06/CreditAccess-Grameen Board-Diversity-Policy.pdf. The highlights of the said Policy are given below:

1. Diversity is ensured considering various factors, including but not limited to skills, industry experience, background and other qualities.

2. The Company considers factors based on its own business model and specific needs from time to time.

3. The Nomination & Remuneration Committee leads the process of identifying and nominating candidates for appointment as Directors on the Board.

4. The benefits of diversity continues to aid in succession planning and serves as the key in identification and nomination of Directors on the Board.

5. Board appointments are based on merit and candidates are evaluated against objective criteria, having due regard to the benefits of diversity on the Board, including that of gender.

Additional details on Board diversity are available in the Report on Corporate Governance, which forms part of this Integrated Annual Report.

v. Compensation Policy for Directors, KMPs and Senior Management

Pursuant to the provisions of Section 178 of the Act, Regulation 19 of the Listing Regulations and applicable RBI guidelines, a Compensation Policy has been formulated inter-alia, establishing criteria for determining qualifications, positive attributes, independence of Directors and other matters as provided under the said Section.

The Policy lays down principles for fixing the remuneration/compensation to attract and retain the best suitable talent on the Board and Senior Management of the Company as per the criteria formulated by the Nomination

and Remuneration Committee of the Board. This Policy seeks to document the practices and procedures to be followed by the Company in adopting the remuneration payable to its Directors, Key Managerial Personnel (KMPs) and Senior Management. Further, any changes made to the Board of Directors, KMPs and Senior Management are covered under this policy.

Further, the sitting fees payable to NEDs and commission payable to IDs are in accordance with the said policy, which is available on the Company''s website at https://www.creditaccessgrameen.in/wp-content/ uploads/2023/02/CreditAccess-Grameen Policy-on-Remuneration-to-Directors-KMP-Senior-Management.pdf

vi. Evaluation of Board, its Committees and Individual directors

The Nomination and Remuneration Committee had engaged Beyond Compliance Corporate Services Private Limited, represented by Mr. Rajiv Balakrishnan to conduct Board Evaluation for FY23. The evaluation of Directors, Committees, Chairman of the Board, and the Board as a whole, was conducted based on the criteria and framework adopted by the Board in this regard.

A brief on the annual Board evaluation process undertaken in compliance with the provisions of the Act and Listing Regulations, is given in the Report on Corporate Governance, forming part of this Integrated Annual Report.

vii. Meetings of the Board

During FY23, the Board of Directors of the Company met 8 (Eight) times. The details of the meetings are given in the Report on Corporate Governance. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Act.

viii. Committees of the Board

The details of the Committees of the Board such as Audit Committee, Corporate Social Responsibility and Environmental, Social & Governance (CSR & ESG) Committee, Risk Management Committee, Nomination and Remuneration Committee, Stakeholders'' Relationship Committee, Asset-Liability Management Committee, IT Strategy Committee and Executive, Borrowings and Investment Committee along with Directors'' attendance details, composition, terms of reference and such other relevant details for the year under review are elaborated in the Report on Corporate Governance.

7. AUDITORS AND AUDITORS'' REPORT

a. Joint Statutory Auditors

Pursuant to the Guidelines for Appointment of Statutory Auditors dated April 27, 2021, issued by the Reserve Bank of India (''RBI Guidelines''), M/s Deloitte Haskins & Sells ("Deloitte"), one of the Joint Statutory Auditors, would be completing their tenure of three years by the conclusion of ensuing Annual General Meeting ("AGM"). In view of the same, the Board of Directors at its meeting held on February 07, 2023 had, in accordance with the RBI Guidelines and provisions of Section 139 read with Section 141 of the Act and such other applicable provisions, if any, appointed M/s. Varma & Varma, Chartered Accountants, (Firm Reg. No. 004532S) as one of the Joint Statutory Auditors of the Company for a period of three years, from the conclusion of ensuing AGM, subject to the approval of shareholders.

Accordingly, M/s. PKF Sridhar & Santhanam LLP, Chartered Accountants (Firm Reg. No. 003990S/S200018) and M/s Varma & Varma will be the Joint Statutory Auditors of the Company for FY 2023-24.

Further, there are no qualifications, reservations, adverse remarks or disclaimers made by the Joint Statutory Auditors in their report on Annual Financial Statements for FY23.

b. Secretarial Auditors

Secretarial Audit Report issued by M/s M. Damodaran & Associates LLP, Practising Company Secretaries for FY23 in the prescribed Form MR-3 is annexed to this Report as Annexure II. Except the below remarks, there are no qualifications, reservations, adverse remarks or disclaimers made by the Secretarial Auditors in their Report:

a. The Company has not intimated to BSE Limited about the details of Interest/principal obligations payable during the quarter from 01.07.2022 to 30.09.2022 and 01.01.2023 to 31.03.2023 with respect to one of the listed NCDs (ISININE741K07298) as required u/r. 57(4) of Listing Regulations.

b. The Audit Committee was not constituted with at least two-thirds of the independent directors during the period from 21.10.2022 to 12.01.2023 as required u/r. 18(1) (b) of Listing Regulations.

Board''s comments:

With respect to (a), the Company had diligently made payment of Principle/Interest obligations to the Listed NCDs holders for the relevant period. However, the Company had inadvertently not included the ISIN details of the security while intimating the exchanges about the same. The Company has accordingly paid the relevant penalty amount prescribed by the exchanges for the said non-compliance.

With respect to (b), there was a delay in re-constitution of Audit Committee with requisite number of Independent Directors due to interpretational issues. However, after due clarification on the same by the exchanges, the Audit Committee was re-constituted in accordance with the requirement of the law. The Company has also paid necessary penal amount to the exchanges for the said period of delay.

c. Cost Auditors

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

8. DETAILS IN RESPECT OF FRAUDS, IF ANY, REPORTED BY AUDITORS:

Pursuant to Section 143(12) of the Act, the Joint Statutory Auditors and the Secretarial Auditors of the Company have not reported any instances of material frauds committed in the Company by its officers or employees, except few instances of cash embezzlement as reported under Note No. 43(u) of Annual Financial Statements.

9. CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

10. CREDIT RATING

During FY23, the company improved its credit rating from A Stable outlook to AA- Stable Outlook by both India Ratings as well as ICRA, owing to high capital adequacy, strong promoter support, tightened credit acceptance criteria, and robust asset liability management. It reaffirms the high reputation and trust the Company has earned for its sound financial management and its ability to meet all its financial obligations. The rating upgrade also factors in the company''s industry-leading franchise in the non-banking financial companies-micro finance institutions (NBFC-MFI) segment, the experienced management, and healthy operating performance.

The credit ratings for various instruments of the Company as at March 31 2023 are given below:

Credit Rating Agency	Type of Instrument	Rating as on March 31, 2023	Rating as on March 31, 2022
ICRA	Long-term debt	[ICRA]AA-(Stable)	[ICRA]A (Stable)
ICRA	Non-convertible debentures	[ICRA]AA-(Stable)	[ICRA]A (Stable)
ICRA	Commercial paper	[ICRA]A1	[ICRA]A1
ICRA	Subordinate-Debt	[ICRA]AA-(Stable)	NA
ICRA	PP-MLD	PP-MLD[ICRA]AA (CE)(Stable)	PP-MLD[ICRA]AA (CE) (Stable)
India Ratings & Research	Long-term debt	Ind AA- Stable	Ind A Stable
India Ratings & Research	Non-convertible debentures	Ind AA- Stable	Ind A Stable
India Ratings & Research	PP-MLD	IND PP-MLD AA- Stable	NA
CRISIL Ratings	Long-term debt	CRISIL A Positive	CRISIL A Stable
CRISIL Ratings	Non-convertible debentures	CRISIL A Positive	CRISIL A Stable

Further, the Comprehensive Microfinance Grading by CRISIL for the Company as on March 31, 2023 is ''M1C1''. CRISIL''s Comprehensive Microfinance Capacity signifies highest capacity of the MFI to manage its operations in a sustainable manner and Excellent performance on Code of Conduct dimensions. The grading is assigned on an eight-point scale with respect to Microfinance Capacity Assessment Grading, with ''M1'' being the highest grading, and ''M8'', the lowest and on a five-point scale with respect to Code of Conduct Assessment, with ''C1'' being excellent performance, and ''C5'', the weakest.

11. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, there is no significant or material orders passed by any Regulator, Court or Tribunal which may impact the going concern status or the Company''s operations in future.

12. INTERNAL AUDIT

The internal audit function provides an independent view to the Board of Directors, the Audit Committee and the Senior Management on the quality and efficacy of the internal controls, governance systems and processes. In line with applicable RBI guidelines on Risk Based Internal Audit, the Company has adopted a Risk Based Internal Audit Policy.

At the beginning of each financial year, an audit plan is rolled out after approval of the Audit Committee. The audit plan is aimed at evaluation of the efficacy and adequacy of internal control systems and compliance thereof, robustness of internal processes, policies and accounting procedures, compliance with laws and regulations. Based on the reports of internal audit function process owners undertake corrective action in their respective areas. Significant audit observations and corrective actions, if any, are presented to the Audit Committee of the Board on a quarterly basis. Pursuant to Risk Based Internal Audit Framework, internal audit is aligned in such a manner that assurance is provided to the Audit Committee and Board of Directors on quality and effectiveness of the internal controls, and governance related systems and processes.

13. INTERNAL FINANCIAL CONTROLS

The Company has put in place an effective internal financial controls in compliance with the extant regulatory guidelines and compliance parameters. The Audit Committee periodically reviews to ensure that the internal financial controls of the Company are adequate and is commensurate with its size, scale and complexity of operations. The Company has put in place robust policies and procedures which, inter-alia, helps in ensuring integrity in conduct of business, timely preparation of financial information, accuracy and completeness in maintaining accounting records and prevention and detection of frauds & errors.

14. RISK MANAGEMENT POLICY

The Board of Directors has adopted a Risk Management Policy which provides for identification, assessment and control of risks which in the opinion of the Board may threaten the existence of the Company. The Management identifies and controls risks through a properly defined framework in terms of the aforesaid policy. The details of risk management framework put in place by the Company along with a brief on risk function, processes followed, monitoring & reporting framework forms part of Management Discussion and Analysis.

15. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 read with Schedule VII to the Act, the Company has constituted a CSR Committee which reviews and recommends inter-alia (a) the policy on Corporate Social Responsibility (CSR) including changes thereto, (b) Annual CSR Activity Plan including CSR Budget and (c) CSR Projects or Programs for implementation by the Company as per its CSR Policy. In accordance with the applicable provisions of Section 135 of the Act and the CSR policy of the Company, the Company contributes 2% of average net profits made during the preceding three financial years to CreditAccess India Foundation ("CAIF"), Implementing Agency for undertaking CSR activities on behalf of the Company. The CSR policy of the Company is available on the website of the Company - https://www.creditaccessgrameen.in/wp-content/uploads/7077/06/CreditAccess-Grameen Corporate-Social-Responsibility-Policy.pdf

A report on CSR activities of the Company pursuant to Section 134(3)(o) is enclosed herewith as Annexure III.

16. WHISTLE BLOWER POLICY OR VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has established a whistle blower mechanism under which the Directors and employees may report any unethical behavior, actual or suspected fraud, violation of the Code of Conduct including that of

Insider Trading or personnel policies, any other illegal activity occurring in the organization. In exceptional cases, directors or employees can raise their concerns directly to the Chairman of the Audit Committee. During the year under review, the Company had received seven complaints through this mechanism. However, based on verification it was found that the complaints were in the nature of staff grievances and resolved accordingly. The Whistle-Blower Policy (Vigil Mechanism) of the Company is available on the website at https://www. creditaccessgrameen.in/wp-content/uploads/7077/06/Credit-Access Grameen Whistle-Blower-Policy.pdf

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company, being a non-banking financial company registered with the RBI and engaged in the business of providing loans, is exempt from complying with the provisions of section 186 of the Act, in respect of loans and guarantees.

18. RELATED PARTY TRANSACTIONS

All the Related Party Transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business.

Details of Related Party Transactions as required under Indian Accounting Standard (Ind ASW4) are reported in Note 37 forming part of Financial Statements. As required under the applicable provisions of the Act, details of related party transactions in the Form AOC-2 is given in Annexure IV.

There were no materially significant related party transactions having potential conflicts with the interests of Company at large, during FY73.

The Policy for determining Material Subsidiaries and Related Party Transaction Policy are available on the website of the Company at https://www.creditaccessgrameen.in/wp-content/uploads/7077/05/CreditAccess-Grameen Policy-for-determining-Material-Subsidiary-v.1 .pdf and https://www.creditaccessgrameen.in/wp-content/uploads^ZZ^/CreditAccess-Grameen Related-Party-Transaction-Policy v4.pdf.

19. HUMAN RESOURCE MANAGEMENT & EMPLOYEE RELATIONS

The significance of human capital in any organization cannot be overstated, particularly in a financial services organization such as ours where a significant proportion of the workforce are at the frontline dealing with the customers. The successful delivery of our services is dependent on striking a delicate balance between providing excellent customer service and meeting performance targets. Our Company is committed to fostering a work environment that encourages a positive attitude and superior performance among our employees.

Policies relating to Human Resources are employee friendly and support an environment of accomplishment and satisfaction. The Company aims to provide the best of training inputs and seamless growth opportunities ensuring that the culture of the organization is translated into business performance.

The Company also facilitates performance-linked incentives that will help the motivational levels of the workforce thereby sustaining growth and achieving targets.

20. PARTICULARS OF EMPLOYEES

As on March 31, 2023, the Company had 16,759 employees.

The details required under the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing inter-alia, the ratio of remuneration of each Director and Key Managerial Personnel to the median employee''s remuneration are attached as Annexure V(i).

The details of employee remuneration as presribed under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in the Annexure V(ii).

21. MATERIAL CHANGES AND COMMITMENTS AFTER THE DATE OF BALANCE SHEET

There are no material changes and commitments between the end of FY23 and the date of this report, affecting the financial position of the Company.

22. REPORT ON CORPORATE GOVERNANCE

Pursuant to the Listing Regulations, a separate section titled ''Report on Corporate Governance'' has been included to this Integrated Annual Report. All Board members and Senior Management personnel have affirmed compliance with the code of conduct for FY23. A declaration to this effect signed by the Managing Director & CEO of the Company is included as a part of the Report on Corporate Governance.

The Managing Director and the Chief Financial Officer have certified to the Board on the accuracy of financial statements and other matters as specified in the Listing Regulations , which forms part of Report on Corporate Governance.

A certificate from Secretarial Auditors of the Company on compliance with conditions of corporate governance forms a part of the Report on Corporate Governance.

23. MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with the Listing Regulations, the Management Discussion and Analysis Report highlighting the details of each business vertical, which forms a part of this Integrated Annual Report.

24. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)

In accordance with the Listing Regulations, a Business Responsibility and Sustainability Report ("BRSR") has been prepared, which provides an overview of the Company''s material ESG risks and opportunities, goals and targets related to sustainability and performance against them. BRSR for the year under review has been annexed as Annexure VI to this Report.

25. DISCLOSURES UNDER THE POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 ("POSH Act")

The Company has 2077 women employees in various cadres as on March 31, 2023. The Company has in place a Policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace ("POSH policy") and an Internal Committee in line with the requirements of the POSH Act and the Rules made thereunder for reporting and conducting inquiry into the complaints made by the victim on the sexual harassments at the workplace. The functioning of the Committee is in line with the provisions of the Act.

During the year under review, the Company has not received any complaint under POSH policy.

26. FAIR PRACTICES CODE

The Company has in place a Fair Practices Code ("FPC") as approved by the Board, in compliance with the guidelines issued by RBI, to ensure better service and provide necessary information to customers enabling them to take informed decisions. The FPC is available on the website of the Company at https://www.creditaccessgrameen. in/wp-content/uploads/2022/11/CreditAccess-Grameen Fair-Practices-Code RBI-Directions-on-MFI-l oans October-2022 v4.pdf

The Company''s Internal Audit team periodically provides feedback to the Audit Committee on adherence to FPC and functioning of grievance redressal mechanism. Further, the Board also reviews the implementation and efficacy of FPC on an annual basis.

27. CUSTOMER GRIEVANCE

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

28. ANNUAL RETURN

Pursuant to sub-section (3)(a) of Section 134 and sub-section (3) of Section 92 of the Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return as at March 31, 2023 is made available on the Company''s website at https://www.creditaccessgrameen.in/investors/shareholder-services/ agm-egm/

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO

a. Information Relating to Conservation of Energy, Technology Absorption

Sl. No	Particulars	Remarks
A	Conservation of energy (i) the steps taken or impact on conservation of energy; (ii) the steps taken for utilizing alternate sources of energy; (iii) the capital investment on energy conservation equipment;	The provisions of Section 134(3) (m) of the Act relating to conservation of energy and technology absorption does not apply to the Company. The Company has, however, used information technology extensively in its operations and continues to invests in energy-efficient office equipment at all office locations.
B	Technology absorption (i) the efforts made towards technology absorption; (ii) the benefits derived like product improvement, cost reduction, product development or import substitution; (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; b. the year of import; c. whether the technology been fully absorbed; d. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and (iv) the expenditure incurred on Research and Development.

b. Foreign Exchange Earnings and Outgo

During the year under review, the foreign exchange outflow was equivalent to ''5.23 Million towards term loan interest payments to foreign lenders and procurement of software license.

30. DEPOSITS

The Company continues to be categorized and operate as a non-deposit taking Non-Banking Financial Company-Micro Finance Institution (NBFC-MFI) and has not accepted any deposit as defined by the Act. Accordingly, disclosure under Section 35(1) of the RBI Master Direction - Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016 does not also apply.

31. EMPLOYEES STOCK OPTION PLAN ("ESOP Plan")

The Nomination and Remuneration Committee administers CAGL Employees Stock Option Plan - 2011, formulated by the Company, from time to time.

Information as required under Section 62 of the Act read with Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014, SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (''SBEB Regulations'') and Section 21(9) of the Company''s ESOP Plan is provided hereunder:

Sl. No	Information required	Particulars
1	Number of Options outstanding at the beginning of the year	20,92,186
2	Number of Options granted during the year	7,68,600
3	Number of Options vested during the year	3,29,100
4	Number of Options exercised during the year	3,64,746
5	Number of shares arising as a result of exercise of Options	3,64,746
6	Number of Options forfeited / lapsed during the year	71,796
7	Exercise price (in '')	39.86 / 63.9 / 84.47 / 120.87 / 595.68 / 786.91
8	Money realized by exercise of Options	''47.26 Million
9	Number of Options outstanding/ in force at the end of year	24,18,870
10	Number of Options exercisable at the end of year	7,56,220
11	Total number of Options available for grant	15,76,200
12	Variation of terms of Options	NA

Employee-wise details of options granted to;

1. Senior Managerial Personnel - 3,24,200

2. Any other employee who receives a grant of options in any one year of options amounting to five percent or more of options granted during that year: - Nil

3. 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 -Nil

4. Diluted Earnings per Share- ''51.81/-

5. Total consideration received against issuance of ESOP shares under the Plan- ''184.96 Million

Disclosures pertaining to ESOP as required under SBEB Regulations are placed on the Company''s website at https://www.creditaccessgrameen.in/investors/shareholder-services/agm-egm/ Grant wise-details of the Options vested, exercised and cancelled are provided in the notes to the standalone financial statements.

Further, the Company confirms that there has been no change to the Company''s ESOP Plan during FY23.

32. Scale Based Regulations

Reserve Bank of India issued a circular on "Scale Based Regulation (SBR): A Revised Regulatory Framework for NBFCs" on 22 October 2021 (''SBR Framework''). As per SBR Framework, based on size, activity, and risk perceived, NBFCs are categorised into four layers, NBFC - Base Layer (NBFC-BL), NBFC - Middle Layer (NBFC-ML), NBFC - Upper Layer (NBFC-UL) and NBFC - Top Layer (NBFC-TL). Effective October 01, 2022, the Company has been categorised as NBFC - ML under the said Framework.

33. OTHER DISCLOSURES/CONFIRMATION

During the year under review:

a. The Company has not allotted any equity shares with differential voting rights.

b. The Company has complied with applicable Secretarial Standards for Board and General Meetings held.

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

d. Pursuant to the Act and Listing Regulations, a separate Meeting of the Independent Directors was held on February 06, 2023, without attendance of Non-Independent Directors and Members of the Management.

34. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Directors hereby confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent 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 and loss of the Company for that year;

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

d. the directors have prepared the annual accounts on a going concern basis;

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

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

35. ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation and sincerely acknowledge the contribution and support from shareholders, customers, debenture holders, debenture trustees, Central and State Governments, Bankers, Reserve Bank of India, Registrar of Companies, Securities and Exchange Board of India, Insurance Regulatory and Development Authority of India, BSE Limited, National Stock Exchange of India Limited, Registrar & Share Transfer Agents, Credit Rating Agencies and other Statutory and Regulatory Authorities for the kind cooperation and assistance provided to the Company. The Directors also extend their appreciation to all the employees for their continued support and unstinting efforts in ensuring an outstanding operational performance and for their continued commitment, dedication and cooperation.

For and on behalf of the Board of Directors of CreditAccess Grameen Limited

Place: Bengaluru Udaya Kumar Hebbar Manoj Kumar

Date: July 21, 2023 Managing Director & CEO Independent Director

DIN:07235226 DIN:02924675

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Mar 31, 2022

The Directors have pleasure in presenting the 31st Board''s Report of CreditAccess Grameen Limited (the "Company") together with the Audited Financial Statements for the Financial Year ended March 31, 2022.

Unless otherwise specifically mentioned, all the numbers provided herein are standalone figures.

1. PRESENTATION OF FINANCIAL STATEMENTS

The financial statements of the Company for the year ended March 31, 2022 have been prepared in accordance with Ind AS and Schedule III to the Companies Act, 2013 (the "Act").

The audited consolidated financial statements have been prepared in compliance with the Act, IND-AS 110 ''Consolidated Financial Statements'' and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ''Listing Regulations'').

Financial Results - Standalone			('' in Million)
Particulars	FY2022	FY2021	% change
Total income	22,912.03	20,311.39	12.80%
Finance cost	7,881.34	7,400.71	6.49%
Net income	15,030.70	12,910.68	16.42%
Total operating expenses	5,409.87	4,498.76	20.25%
Pre-provisioning operating profit	9,620.78	8,411.92	14.37%
Impairment on financial instruments	4,494.38	6,469.04	-30.52%
Profit before tax	5,126.40	1,942.88	163.86%
Profit after tax	3,821.44	1,423.91	168.38%
Other comprehensive income	(856.37)	322.96	-365.16%
Total comprehensive income	2,965.02	1,746.87	69.73%
Basic Earnings Per Share (EPS) (in rupees)	24.54	9.52	157.77%
Diluted Earnings Per Share (DPS) (in rupees)	24.44	9.46	158.35%

Due to rounding off, numbers presented in above table may not add up precisely to the totals provided.

Financial Results- Consolidated

('' in Million)

Total income 27,501.27 24,660.71 11.52%

Finance cost 9,841.40 9,287.15 5.97%

Net income 17,659.87 15,373.56 14.87%

Total operating 6,884.61 5,855.76 17.57%

expenses

Pre-provisioning 10,775.31 9,517.60 13.21%

operating profit

Impairment on financial 5,967.42 7,713.60 -22.64%

instruments

Profit before tax 4,807.89 1,804.00 166.51%Profit after tax 3,570.99 1,314.02 171.76%

Other comprehensive 853.60 322.62 164.58%

income

Total comprehensive 2,717.44 1,636.64 66.03%

income

Basic Earnings Per Share 23.31 8.96 160.16%

(EPS) (in rupees)

Diluted Earnings Per 23.22 8.90 160.90%

Share (DPS) (in rupees)

Due to rounding off, numbers presented in above table may not add up precisely to the totals provided.

Summary of financial performance of all subsidiaries are given below:

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURESA. MADURA MICRO FINANCE LIMITED

The Company holds 76.31% of the shareholding of Madura Micro Finance Limited (''MMFL'') as on March 31, 2022 and MMFL is a Material Subsidiary of the Company as per the Listing Regulations. Accordingly, Secretarial Audit Report of MMFL is attached to this report along with Company''s Secretarial Audit Report. The Company does not have any associate or joint venture companies.

Madura Micro Finance Limited''s Financial Performance			('' in Million)
Particulars	FY2022	FY2021	% change
Total income	4,628.00	4,352.90	6.32%
Finance cost	2,011.50	1,903.20	5.69%
Total net income	2,616.50	2,449.70	6.81%
Total operating expenses	1,313.30	1,199.80	9.46%
Impairment on financial instruments	1,473.10	1,244.60	18.36%
Profit before exceptional items	(169.90)	5.30	-
Exceptional items	-	-	-
Profit before tax	(169.90)	5.30	-
Profit after tax	(139.30)	(2.00)	-
Other comprehensive income	2.80	(0.40)	-
Total comprehensive income	(136.50)	(2.40)	-
Due to rounding off, numbers presented in above table may not add up precisely to the totals provided.

B. Madura Micro Education Private Limited

Madura Micro Education Private Limited (MMEPL) is a wholly owned subsidiary of Madura Micro Finance Limited. During the year under review, no business operations were carried out in this Company.

Madura Micro Education Private Limited''s financial performance			('' in Million)
Particulars	FY2022	FY2021	% change
Total income	23.24	0.17	-
Finance cost	0.00	0.03	-
Total net income	23.24	0.14	-
Total operating expenses	0.00	1.92	-
Impairment on financial instruments	0.01	0.00	-
Profit before exceptional items	23.23	-1.74	-
Exceptional items	-	-	-
Profit before tax	23.23	-1.74	-
Profit after tax	23.23	-1.74	-
Other comprehensive income	0.00	0.00	-
Total comprehensive income	23.23	-1.74	-

Due to rounding off, numbers presented in above table may not add up precisely to the totals provided.

C. CreditAccess India Foundation:

CreditAccess India Foundation ("CAIF") was incorporated on May 29, 2021, as a wholly owned subsidiary of the Company. CAIF is a ''Not-For-Profit'' Company registered under Section 8 of the Companies Act, 2013, to carry out CSR activities of all group companies.

CreditAccess India Foundation - Financial Performance				('' in Million)
Particulars	FY2022	FY2021		% change
Total income	34.138	-		-
Total Expenses	34.300	-		-
Surplus/(Deficit) before exceptional items	(0.1625)	-		-
Exceptional items	-	-		-
Surplus/(Deficit) before tax	(0.1625)	-		-
Tax	-	-		-
Surplus/(Deficit) after tax	(0.1625)	-		-
Other comprehensive income	-	-		-
Total comprehensive income	-	-		-

A separate statement containing the salient features of financial statements of all subsidiaries in the prescribed Form AOC -1 is attached to this report as Annexure I.

a. Business Growth

The Company was able to display healthy loan portfolio growth despite facing several challenges on account of COVID-19 impacted macro-economic environment. The company, on a consolidated basis, served 3.8 million active borrowers through 1,635 branches across 319 districts in 14 States and 1 UT. The Company was able to raise the necessary resources all through the year to match the business and operational requirements, leveraging its relationships with banks and financial institutions, as well as forming new lender relationships.

The Company''s overall performance during the year was robust resulting in improvement in all operational parameters.

Your Company''s organizational highlights for Financial Year ("FY") 2022 are as follows:
Year Ended	2022	2021
Branches	1,635	1,424
States/Union Territories	15	15
Districts	319	265
Borrowers	3,823,724	3,911,619
Loans Disbursed ('' in million)	154,663	110,112
Gross AUM ('' in million)	165,993.55	135,868.70

b. Profitability

The total income of the Company, on consolidated basis, increased from ''24,660.71 million to ''27,501.27 million in FY2022. The total expenditure, on consolidated basis, for the FY2022 decreased from ''22,856.71 million to ''22,693.38 million. The Company recorded a profit after tax (PAT) of ''3,570.99 million for FY2022 compared to ''1,314.02 million in FY2021.

2. DIVIDEND

The Board of Directors aim to grow the business lines of the Company and enhance the rate of return on investments of the shareholders. With a view to financing the long-term growth plans of the Company that requires substantial resources, the Board of Directors did not recommend any dividend for the year under review.

In line with Clause 43A of the Listing Regulations, the Board of Directors adopted a Dividend distribution policy which sets out the parameters in determining the payment / distribution of dividend. The details of Dividend Distribution Policy is placed on the Company''s website at www.creditaccessgrameen.in

3. AMOUNT PROPOSED TO BE CARRIED FORWARD TO RESERVES

The Company has transferred ''764.29 million to reserves out of the net profit for FY2022 and an amount of ''12,113.00 million is the accumulated balance in Retained Earnings Account (Profit and Loss account and comprehensive income).

4. SHARE CAPITAL

The paid-up Equity Share Capital as at March 31, 2022 stood at ''1,558.66 million. During the year under review, the Company has issued 2,84,306 shares to the employees who exercised their stock options granted under CAGL Employees Stock Option Plan-2011. As on March 31, 2022, except as mentioned below, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

As on March 31, 2022, 4,77,500 stock options are held by Mr. Udaya Kumar Hebbar, MD & CEO, which are convertible into equity shares upon exercise of the same.

5. DIRECTORS

As on March 31, 2022, the Board of your Company consisted of following Seven (7) Directors:

Category	Name of Directors
Non-Executive Independent Directors	Mr. George Joseph (Chairman & Lead Independent Director) Mr. Manoj Kumar Ms. Sucharita Mukherjee Ms. Lilian Jessie Paul
Non-Executive Nominee Directors	Mr. Massimo Vita Mr. Sumit Kumar
Executive Director	Mr. Udaya Kumar Hebbar (MD & CEO)

The composition of the Board is in line with the requirements of the Act, the RBI Regulations and the Listing Regulations. All the Directors have vast knowledge and experience in their relevant fields and the Company had benefitted immensely by their presence on the Board.

The skills/expertise/competence of each of the directors as identified by the Board in the context of business of the Company is provided in the Corporate Governance Report.

a. Changes in Directors and Key Managerial Personnel (KMP) during FY22

During the year under review, following were the changes in the Directors and KMPs of the Company.

Name	Date of Appointment / Resignation / Re-designation	Reason
Mr. Ganesh Narayanan	July 01, 2021	Re-designated as Deputy CEO & CBO and appointed as a KMP
Mr. Paolo Brichetti	July 30, 2021	Retired by rotation
Mr. George Joseph	August 11, 2021	Re-designated as Chairman of the Board & Lead Independent Director

As on March 31, 2022, Mr. Udaya Kumar Hebbar, Managing Director & CEO, Mr. Ganesh Narayanan, Deputy CEO & CBO, Mr. Balakrishna Kamath, Chief Financial Officer and Mr. M.J Mahadev Prakash, Head - Compliance, Legal & Company Secretary are the KMPs of the Company.

b. Woman Director

In terms of the provisions of Section 149 of the Companies Act, 2013, and Regulation 17(1 )(a) of the Listing Regulations, the Company needs to have at least one-woman director on the Board and the Company has Ms. Sucharita Mukherjee and Ms. Lilian Jessie Paul as Independent Woman Directors on the Board.

c. Directors retiring by Rotation

Mr. Sumit Kumar, Nominee Director shall retire by rotation and being eligible, offers himself for reappointment as per provisions of the Act at the 31st Annual General Meeting of the Company.

d. Declaration by Independent Director(s) and re-appointment, if any:

The Company has four Independent Directors on the Board and during the year under review, the Company has not appointed any Independent Directors. The Company has received declaration from all Independent Directors as per the Act and Listing Regulations, and subsequently the same was placed at the Board Meeting held on April 29, 2022.

A declaration by the Managing Director & CEO confirming the receipt of this declaration from Independent Directors is annexed to this report as Annexure II.

e. Policy on Board Diversity

The Policy on Board Diversity as approved and adopted by the Company is available on the website www.creditaccessgrameen.in. The highlights of the said Policy is given below:

1. Diversity is ensured through consideration of a number of factors, including but not limited to skills, industry experience, background and other qualities.

2. The Company takes into account factors based on its own business model and specific needs from time to time.

3. The Nomination & Remuneration Committee leads the process of identifying and nominating candidates for appointment as Directors on the Board.

4. The benefits of diversity continue to influence succession planning and to be the key criteria for the search and nomination of Directors to the Board.

5. Board appointments are based on merit and candidates are evaluated against objective criteria, having due regard to the benefits of diversity on the Board, including that of gender.

f. Policy on Nomination & Remuneration of Directors, KMPs and Senior Management

The Policy on Remuneration of Directors & KMPs sets out the criteria for determining qualifications, positive attributes and independence of Directors. It also lays down criteria for determining qualifications, positive attributes of KMPs and the senior management and other matters provided under Section 178(3) of the Act and Regulation 19 of Listing Regulations.

The said Policy as approved and adopted by the Board of Directors is available on the website of the Company at www.creditaccessgrameen.in

g. Evaluation of Board, its Committees and Individual directors

The Board has carried out an annual evaluation of its own performance, its Committees, Chairman and individual Directors, through an Independent external agency.

A note on the annual Board evaluation process undertaken in compliance with the provisions of the Act and Listing Regulations is given in the Report on Corporate Governance, which forms a part of this Report.

h. Meetings of the Board

The Board met 9 (Nine) times during FY2022. Details of the meetings of the Board during FY2022 along with Directors'' attendance details is provided in the Corporate Governance section, which forms a part of this Report.

i. Committees of the Board

The details of the Committees of the Board along with Directors'' attendance details of the meetings of the Audit Committee, Corporate Social Responsibility and Environmental, Social & Governance (CSR & ESG)Committee, Risk Management Committee, Nomination and Remuneration Committee, Stakeholders'' Relationship Committee, Asset-Liability Management Committee, IT Strategy Committee and Executive Borrowings and Investment Committee, along with their composition, terms of reference and the activities during the year under review are elaborated in the Corporate Governance section. Further, there are no instances where the Board has not accepted the recommendations of the Audit Committee.

6. AUDIT & AUDITORSa. Statutory Auditors

In accordance with Circular no. RBI/2021-22/25-Ref.No.DoS.CO.ARG/SEC.01/ 08.91.001/2021-22 dated April 27, 2021, issued by Reserve Bank of India, M/s. PKF Sridhar & Santhanam LLP, Chartered Accountants, Chennai (Firm Reg. No. 003990S/S200018) having their office at 7th Floor, KRD GEE GEE Crystal, 91-92, Dr. Radha Krishnan Salai, Mylapore, Chennai - 600004, have been appointed as the Joint Statutory Auditors of the Company for a period of 3 years with effect from FY22 i.e., up to March 31, 2024. As of March 31, 2022, they along with M/s. Deloitte Haskins & Sells, Chennai, Chartered Accountants (Firm Reg. No. 008072S) having their office at ASV N Ramana Tower, 52, Venkatnarayana Road, T. Nagar, Chennai - 600017, are the Joint Statutory Auditors of the Company.

Deloitte and PKF are the Joint Statutory Auditors of the Company for the Financial Years 2021-22 and 2022-23.

The Board has duly examined the Joint Statutory Auditors'' Report to the Annual Financial Statements for FY2022 and confirm that there are no qualifications, reservations, adverse remarks or disclaimers in the same.

b. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act, the Board has appointed Mr. C. Dwarakanath, Company Secretary in Practice (FCS 7723 and CP 4847), to undertake secretarial audit of the Company for FY2022. A report from the Secretarial Auditor in the prescribed Form MR-3 is annexed to this Report as Annexure III.

There are no qualifications in the Secretarial Audit Report, except two observations pertaining to filing of forms with Registrar of Companies beyond the due date, with additional fees and receipt of notice from BSE Limited for not furnishing the required information in time under Regulation 54(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 pertaining to listed NCDs. It is hereby confirmed that adequate actions/measures have been taken to avoid such instances, going forward.

Mr. Manoj Kumar, Independent Director has availed additional time limit provided by the Ministry of Corporate Affairs, to complete his online self-assesment test as an Independent Director.

As required pursuant to the Listing Regulations, Secretarial Audit Report issued by Mr. Ramsubramanian, (ACS 5890 and CP 11325) the Secretarial Auditor of Madura Micro Finance Limited, Material Subsidiary of the Company is attached as Annexure IIIA. There are no qualifications in the said audit report.

c. Cost Auditors

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

7. CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

8. CREDIT RATING

The Credit Rating of different instruments of the Company as on March 31, 2022 is provided below:

Credit Rating Agency	Instrument	Rating as on March 31, 2022
ICRA	Long-term debt	[ICRA]A (Stable)/ [ICRA]A (Stable)
India Ratings & Research	Long-term debt	Ind A Stable /Ind A Stable
CRISIL Ratings	Long-term debt	CRISIL A Stable/NA
ICRA	Non-convertible debentures	[ICRA]A (Stable)/ [ICRA] A (Stable)
ICRA	Non-convertible debentures	[ICRA]A (Stable)/ NA
India Ratings & Research	Non-convertible debentures	Ind A Stable/ Ind A Stable
CRISIL Ratings	Non-convertible debentures	CRISIL A Stable/NA
Brickwork Ratings	Non-convertible debentures	BWR A Stable/BWR A Positive
ICRA	Commercial paper	[ICRA]A1 / [ICRA]A1
ICRA	PP-MLD	PP-MLD[ICRA]AA (CE) (Stable)/NA
CRISIL Ratings	Organization grading	M1C1/M1C1

Highest rating issued by ICRA for long-term credit facilities is [ICRA] AAA and for short-term facilities is [ICRA]A1 and Highest rating issued by India Ratings for long-term credit facilities is [IND] AAA. The Highest rating issued for long-term credit facilities by CRISIL is CRISIL AAA and by Brickwork Ratings is BWR AAA.

Comprehensive Microfinance Grading by CRISIL as on March 31, 2022 is ''M1C1''. CRISIL''s Comprehensive Microfinance Capacity signifies highest capacity of the MFI to manage its operations in a sustainable manner and Excellent performance on Code of Conduct dimensions. The grading is assigned on an eight-point scale with respect to Microfinance Capacity Assessment Grading, with ''M1'' being the highest grading, and ''M8'', the lowest and on a five-point scale with respect to Code of Conduct Assessment, with ''C1'' being excellent performance, and ''C5'', the weakest.

9. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, The Hon''ble High Court of Karnataka, Bengaluru bench passed an order dated January 21,2022, quashing the order of Assessment & Demand Notice dated June 25, 2021, issued by the National Faceless Assessment Centre (NFAC) of the Income Tax Department, with respect to the income tax demand for ''2,333 Crores for AY18-19. The Said Order by the Hon''ble High Court of Karnataka has remitted the case back to NFAC which may be continued from the stage of the Company''s reply to the draft Assessment Order for AY 18-19 passed by the NFAC.

Apart form the above, there were no other significant and material orders passed by any regulators, courts, or tribunals that impacted the going concern status and the Company''s operations in future.

10. INTERNAL AUDIT

At the beginning of each financial year, an audit plan is rolled out after the same has been approved by Audit Committee. The audit plan is aimed at evaluation of the efficacy and adequacy of internal control systems and compliance thereof, robustness of internal processes, policies and accounting procedures, compliance with laws and regulations. Based on the reports of the internal audit function process owners undertake corrective action in their respective areas. Significant audit observations and corrective actions, if any, are presented to the Audit Committee of the Board.

11. INTERNAL FINANCIAL CONTROLS

As required under the applicable RBI & Listing Regulations, the Audit Committee of the Board of Directors periodically reviews to ensure that the adequacy of internal financial controls of the Company is commensurate with its size, scale, and complexity of operations. The Company has robust policies and procedures which, inter alia, ensure integrity in conducting business, timely preparation of reliable financial information, accuracy and completeness in maintaining accounting records and prevention and detection of frauds and errors.

The internal financial controls with reference to the financial statements were adequate and operating effectively.

12. RISK MANAGEMENT POLICY

The Board of Directors have adopted a risk management policy for the Company which provides for identification, assessment and control of risks which in the opinion of the Board may threaten the existence of the Company. The Management identifies and controls risks through a properly defined framework in terms of the aforesaid policy.

13. CORPORATE SOCIAL RESPONSIBILITY

In pursuance of the provisions of Section 135 read with Schedule VII of the Act, the Company has a CSR Committee of the Board which reviews and recommends (a) the policy on Corporate Social Responsibility (CSR) including changes thereto, and (b) Oversees implementation of the CSR Projects or Programs to be undertaken by the Company as per its CSR Policy. The CSR policy of the Company is available on the website of the Company - www. creditaccessgrameen.in. The Company has renamed the CSR Committee as CSR & ESG Committee with a revised terms of reference to review the implementation of ESG Policies.

A report on CSR activities of the Company is enclosed herewith as Annexure - IV.

14. WHISTLE BLOWER POLICY OR VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has established a whistle blower mechanism for the Directors and employees to report any genuine concerns through [email protected] Employees are encouraged to report any unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or policy including Insider Trading or any other illegal activity occurring in the organization. In exceptional cases, directors or employees can raise their concerns directly to the Chairman of the Audit Committee by sending an e-mail to'' [email protected]. During the year, the Company has not received any such complaints. The Whistle-Blower Policy (Vigil Mechanism) of the Company is available on the website - www.creditaccessgrameen.in.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company, being a non-banking financial company registered with the RBI and engaged in the business of giving loans, is exempt from complying with the provisions of section 186 of the Act in respect of loans and guarantees.

16. RELATED PARTY TRANSACTIONS

During FY2022, the Company entered into material related party transaction with Madura Micro Finance Limited (MMFL), the material subsidiary of the Company to provide financial support for its business operations, subject to compliance with applicable laws. Prior approval of Audit Committee, Board of Directors as well as shareholders of the Company has been obtained pursuant to which ''150 Crore of sub-debt was extended by the Company to MMFL. The Audit Committee reviews the said transactions on a quarterly basis.

Details of related party transactions as required under section 134 of the Act entered during the FY 2021-22 are given in Annexure V.

The Company has in place, a Board approved Related Party Transaction Policy which is available on the website of the Company at www.creditaccessgrameen.in.

17. HUMAN RESOURCE MANAGEMENT & EMPLOYEE RELATIONS

The role of human capital in any organization is of utmost importance. More so in an organization like ours where a majority of employees are customer-facing to facilitate smooth delivery of our financial services. There is a fine balance between customer service and the achievement of performance targets. The Company aims to provide a suitable work environment that encourages a positive attitude and superior performance.

Policies relating to Human Resources are employee friendly and support an environment of accomplishment and satisfaction. The Company aims to provide the best training inputs and seamless growth opportunities ensuring that the culture of the organization is translated into business performance.

The Company also facilitates performance-linked incentives that will help the motivational levels of the workforce thereby sustaining growth and achieving targets.

18. PARTICULARS OF EMPLOYEES

The ratio of the remuneration of the Executive Directors to the median employee''s remuneration and other details in terms of Section 197(12) of the Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been attached as Annexure VI(A) to the Directors'' Report.

The details of employee remuneration as required under provisions of Section 197 (12) of the Act, read with Rule 5 (2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as Annexure VI(B). Further, it is confirmed that that no employee was in receipt of remuneration in the year, which in the aggregate, is in excess of salary drawn by the Managing Director and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company. No employee is posted and working in a country outside India.

Further, the Commission payable to Independent Directors is proposed to be revised by increasing it to a minimum amount of ''15 Lakhs and maximum amount of ''25 Lakhs per annum per Director, subject to approval of shareholders. Accordingly, the same is being recommended to the shareholders for approval at the ensuing 31st Annual General Meeting. Further, none of the other directors including the Managing Director & CEO is in receipt of any commission from either the Company or its Holding Company during the year under review.

19. MATERIAL CHANGES AND COMMITMENTS

On the back of the strong industry foundation built over the past two decades, the Reserve Bank of India announced revised guidelines for the microfinance industry on March 14, 2022, encouraging equal opportunities for all entities. Going forward, any collateral-free loan provided to a borrower with an annual household income of up to ''3 lakh will be considered as a microfinance loan, subject to maximum Fixed Obligations to Income Ratio (FOIR) of 50%, considering all outstanding loans of the household. The regulations accentuate the need to have a board-approved income assessment and pricing policy subject to regulatory scrutiny. The regulated entities will have to determine their interest rate which will be a function of the cost of funds, operating costs, risk premium, and margin wherein the risk premium will be considered based on borrower profile, historical geographic performance, and other factors. The borrowers need to be provided with a standardized factsheet prominently disclosing the minimum, maximum and average interest rates and all associated charges. The minimum requirement of microfinance loans for NBFC-MFIs has been revised from 85% of net assets to 75% of the total assets.

The Company is well positioned to take advantage of the revised regulations. On the back of a predominant rural focus and customer centric business model, the Company has a significant head start for market share expansion and increased retention of higher vintage customers. Taking a holistic view of customer''s household income is in line with Company''s vision to provide multiple products supporting lifecycle needs as well as growing aspirations on business growth and asset ownership front. The Company has put in place Board approved policy for income assessment and loan pricing.

20. CORPORATE GOVERNANCE REPORT

Pursuant to the Listing Regulations, a separate section titled ''Corporate Governance'' has been included in this Annual Report, along with the Report on ''Management Discussion and Analysis''.

All Board members and Senior Management personnel have affirmed compliance with the code of conduct for FY2022. A declaration to this effect signed by the Managing Director& CEO of the Company is included as part of this Report.

The Managing Director and the Chief Financial Officer have certified to the Board with regard to the financial statements and other matters as specified in the Listing Regulations.

A certificate from the Secretarial Auditor of the Company regarding compliance of conditions of corporate governance forms a part of Corporate Governance Report and there is no adverse comment / remark in that Report for the FY22.

21. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

The Business Responsibility & Sustainability Report for the year under review has been annexed as Annexure - VII to this Report.

22. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,2013

The Company has 1,361 women employees in various cadres as on March 31, 2022. The Company has in place a Policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace and an Internal Complaints Committee in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder for reporting and conducting inquiry into the complaints made by the victim on the harassments at the workplace. The functioning of the Committees was carried out as per letter and spirit of the provisions of the Act.

During FY22, the Company did not receive any complaint on sexual harassment.

23. FAIR PRACTICE CODE

The Company has in place a Fair Practice Code (FPC) approved by the Board in compliance with the guidelines issued by RBI, to ensure better service and provide necessary information to customers to take informed decisions. The FPC is available on the website of the Company at www.creditaccessgrameen.in.

The Board also periodically reviews the FPC to ensure levels of adequacy and appropriateness.

24. CUSTOMER GRIEVANCE

The Company has a dedicated Customer Grievance Cell for receiving and handling customer complaints/ grievances and ensuring that the customers are treated fairly and without any bias at all times. All issues raised by the customers are dealt with courtesy and redressed expeditiously.

25. ANNUAL RETURN

Pursuant to sub-section (3)(a) of Section 134 and sub-section (3) of Section 92 of the Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return as at March 31, 2022 is available at www.creditaccessgrameen.in

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO

a. Information Relating to Conservation of Energy, Technology Absorption

Sl. No	Particulars	Remarks
A	Conservation of energy (i) the steps taken or impact on conservation of energy; (ii) the steps taken for utilizing alternate sources of energy; (iii) the capital investment on energy conservation equipment;	The provisions of Section 134(3) (m) of the Companies Act, 2013 relating
B	Technology absorption (i) the efforts made towards technology absorption;	to conservation of energy and technology absorption do not
	(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;	apply to the Company. The Company has, however, used
	(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; b. the year of import; c. whether the technology been fully absorbed; d. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and	information technology extensively in its operations and continuously invests in energy-efficient office equipment at all office locations.
	(iv) the expenditure incurred on Research and Development.

b. Foreign Exchange Earnings and Outgo

During the year, the foreign exchange outflow was equivalent to ''57.12 million towards term loan interest payments and procurement of a software license.

27. DEPOSITS

The Company is a non-deposit taking Non-Banking Financial Company - Micro Finance Institution (NBFC-MFI) and has not accepted any deposit as defined by the Companies Act, 2013.

28. EMPLOYEE STOCK OPTION PLAN (ESOP)

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

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

The Company has not provided any financial assistance to its employees for purchase or subscription of shares in the Company or in its holding company.

The Company has not issued any sweat equity shares or equity shares with differential rights during the year.

29. OTHER DISCLOSURES

a. During the year under review, the Company has not allotted any equity shares with differential voting rights.

b. No frauds were reported by the auditors under sub-section 12 of section 143 of the Companies Act, 2013.

c. The Company has complied with applicable Secretarial Standards for Board and General Meetings held during the year under review.

d. The Company has not revised Financial Statements as mentioned under Section 131 of the Companies Act, 2013.

30. DIRECTORS'' RESPONSIBILITY STATEMENT

In pursuance of Section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent 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 and loss of the Company for that year;

c. the directors 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;

d. the directors have prepared the annual accounts on a going concern basis

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

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

31. ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation and sincerely acknowledge the contribution and support from shareholders, customers, debenture holders, debenture trustees, Central and State Governments, Bankers, Reserve Bank of India, Registrar of Companies, Securities and Exchange Board of India, Insurance Regulatory and Development Authority of India, BSE Limited, National Stock Exchange of India Limited, Registrar & Share Transfer Agents, Credit Rating Agencies and other Statutory and Regulatory Authorities for their kind cooperation and assistance provided to the Company. The Directors also extend their special appreciation to all the employees for their continuing support and unstinting efforts in ensuring an excellent all-round operational performance and also for their continued commitment, dedication and cooperation.

For and on behalf of the Board of Directors of CreditAccess Grameen LimitedPlace: Bengaluru Udaya Kumar Hebbar Manoj Kumar

Date: May 12, 2022 Managing Director & CEO Independent Director

---

Mar 31, 2019

Directors'' Report

To

The Members

Credit Access Grameen Limited

(formerly known as Grameen Koota Financial Services Private Limited)

The Directors have pleasure in presenting the 28th Board''s Report of Credit Access Grameen Limited (the "Company") together with the Audited Statements of Accounts for the year ended March 31, 2019.

1. PERFORMANCE HIGHLIGHTS Financial Results

(Rs in million)

Particulars	2018-191	2017-18
Total Income	12,833.16	8,715.32
Total Expenses	7,855.82	5,433.06
Profit Before Tax	4,977.44	3,282.17
Tax Expense	1,759.82	1,157.43
Profit After Tax	3,217.61	2,124.83
Other Comprehensive income	-99.26	-13.87
Total Comprehensive income	3,118.35	2,110.96
Basic Earnings Per Share (EPS) (in rupees)	23.37	20.91
Diluted Earnings Per Share (DPS) (in Rupees)	23.14	20.65

Your Company''s organizational highlights for Financial Year ("FY") 2018-2019 are as follows:

Year Ended	2019	2018
Branches	670	516
States/Union Territories	9	9
Districts	157	132
Kendra’s	172,173	130,608
Borrowers	2,469,837	1,851,324
Loans Disbursed (Rs in millions)	82,211.63	60,817.22
Gross AUM (Rs in millions)	71,593.30	49,746.61

b) Profitability

The total income of the Company increased from Rs 8,715.32 million to Rs 12,833.16 million in FY 2018-19. The total expenditure for the FY 2018-19 increased from Rs 5,433.06 million to Rs 7,855.82 million. The Company achieved an all-time high profit after tax (PAT) of Rs 3,217.61 million for FY 2018-19 while the same was Rs 2,124.83 million in FY 2017-18.

c) Other material events during the year:

i. Initial Public Offer (IPO)

The Initial Public Offer (IPO) of the Company for subscription opened from August 8, 2018 to August 10, 2018. The IPO of 26,805,394 equity shares of the Company at the issue price of Rs 422/- per share (consisting of 14,928,909 fresh issue of equity shares and 11,876,485 equity shares under offer for sale) was subscribed 2.2 times by the Public. Consequently, the paid-up share capital of the Company increased to 143,356,246 equity shares of Rs 10/- each. The equity shares have been listed on the National Stock Exchange of India Limited and BSE Limited on August 23, 2018. The Company has fully utilized the IPO proceeds, in line with the objectives mentioned in the Prospectus.

ii. Direct Assignment and Securitization

The Company has completed 7 (seven) Securitization and 4 (four) Direct Assignment transactions totaling Rs. 16670.5 million during the year under review.

2. DIVIDEND

The Board of Directors aim to grow the business lines of the Company and enhance the rate of return on investments of the shareholders. With a view to financing the long-term growth plans of the Company that requires substantial resources, the Board of Directors did not recommend a dividend for the year under review.

3. AMOUNT PROPOSED TO BE CARRIED TO RESERVES

The Company has transferred Rs 643.52 million to reserves out of the net profit of financial year 2018-19 and an amount of Rs 5448.47 million is the accumulated balance in Retained Earnings Account (Profit and Loss account and comprehensive income).

4. SHARE CAPITAL

The paid-up Equity Share Capital as at March 31, 2019 stood at Rs 1435.52 million. During the year under review, the Company has issued 196,015 shares to the employees who exercised their stock options granted under GKFSPL Employee Stock Option Plan - 2011. As on March 31, 2019, except as mentioned below, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

As on March 31, 2019, 455,000 stock options are held by Mr Udaya Kumar Hebbar, MD & CEO and which are convertible into equity shares upon exercise of the same.

5. DIRECTORS

As on March 31, 2019, the Board of your Company consists of nine Directors. Their details are as follows:

Category	Name of Directors
Executive Director	Mr Udaya Kumar Hebbar, Managing Director & CEO
Non-Executive Nominee Directors	Mr Paolo Brichetti
	Mr Massimo Vita
	Mr Sumit Kumar
Non - Executive Independent Directors	Mr M N Gopinath
	Mr Prabha Raveendranathan
	Mr Anal Kumar Jain
	Mr George Joseph
	Ms Sucharita Mukherjee

The composition of the Board is in line with the requirements of the Companies Act, 2013 and the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI (LODR) Regulations, 2015"). All the Directors have vast knowledge and experience in their relevant fields and the Company had benefitted immensely by their presence on the Board.

The skills/ expertise / competence of the Board of directors identified by the Board as required in the context of business of the Company is mentioned in the Corporate Governance Report.

On June 14, 2019, Mr B R Diwakar, CFO was appointed as Director - Finance & CEO. The appointment was for a period of 3 years from June 14, 2019, which is subject to shareholders’ approval. The Board recommends his appointment.

a. Changes in Directors and Key Managerial Personnel (KMP) during the FY 2018-2019

During the year under review, there were no changes in the Directors and KMP.

Mr Udaya Kumar Hebbar, Managing Director & CEO, Mr B R Diwakar, Chief Financial Officer and Mr Syam Kumar R, Company Secretary are the KMPs of the Company, as on March 31, 2019.

b. Woman Director

In terms of the provisions of Section 149 of the Companies Act, 2013, and Regulation 17(1)(a) of the SEBI (LODR) Regulations 2015, the Company shall have at least one Woman Director on the Board. The Company has Ms. Sucharita Mukherjee, as Independent Woman Director on the Board.

c. Director retiring by Rotation

Mr Sumit Kumar, Nominee Director (DIN: 07415525) is liable to retire by rotation in terms of provisions of the Companies Act, 2013 at the ensuing Annual General Meeting of the Company and being eligible offers himself for reappointment. The Board recommends his reappointment.

As stipulated under Reg 36 (3) of the SEBI (LODR) Regulations 2015, a brief resume of Mr. Sumit Kumar proposed to be reappointed will be given in the notice of the 28th AGM of the Company.

d. Declaration by Independent Director(s) and re-appointment, if any

The Company has five Independent Directors on the Board. The Company has received declaration from each Independent Director of the Company under section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013, and subsequently the same was placed at the Board Meeting held on May 08, 2019.

A declaration by Managing Director & CEO confirming the receipt of this declaration from Independent Directors is annexed to this report as Annexure I.

There is no change in the Independent Directors nor has the Company reappointed any Independent Director during the year under review.

e. Policy on Board Diversity

The Policy on Board Diversity approved and adopted by the Company is as follows:

a) Diversity is ensured through consideration of a number of factors, including but not limited to skills, industry experience, background and other qualities.

b) The Company takes into account factors based on its own business model and specific needs from time to time.

c) The Nomination & Remuneration Committee leads the process of identifying and nominating candidates for appointment as Directors on the Board.

d) The benefits of diversity continue to influence succession planning and to be the key criteria for the search and nomination of Directors to the Board.

e) Board appointments are based on merit and candidates are evaluated against objective criteria, having due regard to the benefits of diversity on the Board, including that of gender.

f. Policy on Nomination & Remuneration

The Policy on Nomination and Remuneration sets out the criteria for determining qualifications, positive attributes and independence of Directors.

It also lays down criteria for determining qualifications, positive attributes of KMPs and senior management and other matters provided under Section 178 (3) of the Companies Act, 2013 and Regulation 19 of LODR.

The Policy on Nomination and Remuneration of the Company as approved and adopted by the Board is available on the website of the Company at www.arameenkoota.ora

g. Formal Annual Evaluation of Board and its Committees

The Board has carried out an annual evaluation of its own performance, its Committees and Independent Directors.

A note on the annual Board evaluation process undertaken in compliance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 is given in the Report on Corporate Governance, which forms a part of this Report.

h. Meetings of the Board

The Board met 10 (ten) times during the financial year. Details of the meetings of the Board during FY 2018-2019 is provided in the Report on Corporate Governance which forms a part of this Report.

i. Committees of the Board

The details of the Committees of the Board namely the Audit Committee, CSR Committee, Risk Management Committee, Nomination and Remuneration Committee, Stakeholders'' Relationship Committee, ALM Committee and IT Strategy Committee, their composition, terms of reference and the activities during the year under review are elaborated in the Report on Corporate Governance which forms a part of this Report.

Further, there are no instances where the Board has not accepted recommendations of Audit Committee.

6. AUDIT & AUDITORS

a. Statutory Auditors

M/s S. R. Batliboi & Co LLP (FRN: 301003E/ E300005) 14th Floor, The Ruby, 29, Senapati Bapat Marg Dadar (West), Mumbai - 400028 were appointed as the Statutory Auditors of the Company at the AGM held on June 29, 2016, for four financial years, 2017 to 2020.

The Board has duly examined the Statutory Auditors'' Report to the Annual Accounts 2018 2019, which is self-explanatory. Clarifications, wherever necessary, have been included in the Notes to the Accounts. Further, the Directors confirm that there are no qualifications, reservations adverse remarks or disclaimers in the Independent Auditor''s Report provided by Statutory Auditors for the FY 2018-2019.

b. Secretarial Auditors

The Board had appointed CS C Dwarakanath, Company Secretary in practice (FCS 7723 and CP 4847), as Secretarial Auditor to conduct the Secretarial Audit for the year ended March 31, 2019 in compliance with the provisions of Section 204 of the Companies Act, 2013.

The Secretarial Audit Report in form MR-3, submitted by the Secretarial Auditors for the FY 2018 - 2019 is enclosed to this report as Annexure II. The Directors of the Company confirm that there are no qualifications, reservations or adverse remarks or disclaimers in Secretarial Audit Report for the year under review.

c. Cost Auditors

The provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 relating to Cost Audit and maintaining cost audit records is not applicable to the Company.

7. SUBSIDIARIES/JOINT VENTURE/ASSOCIATE COMPANY

The Company has no subsidiary/joint venture/ associate company and hence consolidation and the provisions relating to the same under the Companies Act, 2013 and Rules made there under are not applicable to the Company.

8. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, there was no change in the nature of business of the Company. Further, the Company, on March 15, 2019 has obtained registration from Insurance Regulatory and Development Authority of India (IRDAI) to act as Insurance Corporate Agent (Composite).

9. CREDIT RATING

The Credit Rating of different instruments of the Company as on March 31, 2019, is as given below:

Credit Rating Agency	Instrument	Rating as on March 31, 2019	Migration during the FY 2018-19
ICRA	Bank Facilities	[ICRA]A (Stable)	Revised from [ICRA]A (Positive)
ICRA	Non Convertible Debentures	[ICRA]A (Stable)	Revised from [ICRA]A (Positive)
ICRA	Subordinated Debt	[ICRA]A (Stable)	Revised from [ICRA]A (Positive)
ICRA	Commercial Papers	[ICRA]A1	Revised from [ICRA]A1

Highest rating issued by ICRA for long-term credit facilities is [ICRA] AAA and for short-term facilities is [ICRA]A1

Comprehensive Microfinance Grading by CRISIL as on March 31, 2019 is ''M1C1''. CRISIL''s Comprehensive Microfinance Capacity signifies highest capacity of the MFI to manage its operations in a sustainable manner and Excellent performance on Code of Conduct dimensions. The grading is assigned on an eight-point scale with respect to Microfinance Capacity Assessment Grading, with ''M1'' being the highest grading, and ''M8'', the lowest and on a five-point scale with respect to Code of Conduct Assessment, with ''C1'' being excellent performance, and ''C5'', the weakest.

10. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

The Directors confirm that there were no significant and material orders passed by the regulators, courts, or tribunals that impacted the going concern status and the Company''s operations in future.

11. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company maintains appropriate systems of internal financial controls, including monitoring procedures. Company policies, guidelines and procedures are well documented and provide for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported correctly. An independent internal audit system is in place to conduct audits of all branches, regional offices as well as the HO. The internal audit department reviews the effectiveness and efficiency of these systems and procedures to ensure that the financial and operational information is accurate and complete in all respects. The Audit Committee reviews and approves audit plans for the year. Audits are conducted on an ongoing basis and significant deviations are brought to the notice of the Audit Committee. The Audit Committee of the Board is updated on significant internal audit observations, compliance with statutes and effectiveness of working of the control systems every quarter.

12. RISK MANAGEMENT POLICY

The Company has integrated risk management practices into governance and operations and has developed a strong risk culture within the organization. Appropriate systems and tools are in place for identification, measurement, reporting and managing risks. The Board comprises of professional directors with relevant experience and who are well placed to understand risks specific to the Company, and the microfinance sector in general. The Board oversees the implementation of the risk management plan principally through the Risk Management Committee. All the strategies with respect to managing major risks are monitored by the Management Level Risk Committee and reported to the Risk Management Committee of the Board of Directors. The Annual Risk Management Plan covers the major risks that identified by management as needing particular focus and close monitoring. The Risk Management Plan forms the basis for implementation of risk management practices in detail. The risk assessments are carried out regularly at all levels of the organization to ensure appropriate management actions in a timely fashion. Risk reviews addresses credit, operational, IT, financial, political, regulatory and reputational risks.

13. CORPORATE SOCIAL RESPONSIBILTY POLICY

In pursuance of the provisions of Section 135 and schedule VII of the Companies Act, 2013, the Company has a CSR Committee of the Board which recommends (a) the policy on Corporate Social Responsibility (CSR) and (b) Oversees implementation of the CSR Projects or Programmes to be undertaken by the Company as per CSR Policy. Accordingly, the Company has contributed Rs 29.32 million during FY 2018-19, as part of its CSR contribution.

The Annual Report on CSR activities is enclosed herewith as Annexure- III.

Apart from this statutory contribution, the Company has additionally contributed Rs 8.36 million by way of a donation for CSR activities in FY 2018-2019.

14. WHISTLE BLOWER POLICY OR VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has established a whistle blower mechanism for the Directors and employees to report any genuine concerns through vigil @grameenkoota.org. Employees are also encouraged to report any unethical behaviour, actual or suspected fraud or violation of the Codes of Conduct or policy or illegal activity occurring in the organization. In exceptional cases, directors or employees can raise their concerns directly to the Chairman of the Audit Committee by sending an email to [email protected] ''. The cases reported will be investigated and resolved within strict timelines. The identity of the whistleblower will be kept confidential and protection from retaliatory actions is also provided for in the policy. Quarterly reports in this regard are reviewed by the Audit Committee.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not made any investments in other companies beyond two layers of Investment companies as stipulated under section 186(1) of the Companies Act, 2013. The Company being an NBFC-MFI, registered with RBI and predominantly in to lending by way of micro finance loans and hence the other provisions of Section 186 of the Companies Act, 2013 are not applicable to the Company.

16. RELATED PARTY TRANSACTIONS

There were no related party transactions during the year under review.

The Company has in place a Board approved Related Party Transaction Policy which is available on the website of the Company at www.grameenkoota.org

17. HUMAN RESOURCE MANAGEMENT & EMPLOYEE RELATIONS

The role of human capital in any organization is of utmost importance. More so in an organization like ours where a majority of employees are customer-facing to facilitate a smooth delivery of our financial services. There is a fine balance between customer service and achievement of performance targets. The Company aims to provide a suitable work environment that encourages a positive attitude and superior performance.

Policies relating to Human Resources are employee friendly and support an environment of accomplishment and satisfaction. The Company aims to provide the best of training inputs and seamless growth opportunities ensuring that the culture of the organization is translated into business performance.

The Company also facilitates performance-linked incentives that will help the motivational levels of the workforce thereby sustaining growth and achievement targets.

18. PARTICULARS OF EMPLOYEES

The ratio of the remuneration of the MD & CEO to the median employee''s remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been annexed herewith as Annexure -IV to the Directors'' Report

The details of employee remuneration as required under provisions of Section 197 (12) of the Companies Act, 2013 read with Rule 5 (2) and 5 (3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and second proviso to Sec 136 of the Companies Act 2013 are available for inspection at the Registered Office of the Company during working hours, 21 days before the Annual General Meeting and shall be made available to any shareholder on request. None of these employees is a relative of any Director of the Company.

Further, the Independent Directors were paid commission aggregating to Rs 3.95 million for FY 2017-18 based on the Shareholders'' approval by way of a special resolution dated November 21, 2018. Apart from the above, none of the directors including the Managing Director & CEO is in receipt of any commission from either the Company or its Holding Company during the year under review.

19. MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

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

20. IPO FUND UTILISATION

The Company has utilized the net proceeds from the issue towards augmenting its capital base to meet the capital requirements of the Company. Details of IPO fund utilization is given in the table below:

Particulars			Balance amount available
Augmentation of Capital	6,300	6,300	NIL

21. CORPORATE GOVERNANCE REPORT

The Company has taken adequate steps to adhere to all the stipulations laid down in Regulation 27 read with Part E of Schedule II and Schedule V of the SEBI (LODR) Regulations, 2015 on Corporate Governance. The detailed Report on Corporate Governance along with certificate on Corporate Governance from CS C Dwarakanath, Practicing Company Secretary forms a part of this Report.

22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review is included as a separate section and forms a part of this Report.

23. BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report for the year under review has been annexed as Annexure - V to the Directors'' Report.

24. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has 611 women employees in various cadres as on March 31, 2019. The Company has in place a Policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace and an Internal Complaint Committee in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made there under for reporting and conducting inquiry into the complaints made by the victim on the harassments at the workplace. The functioning of the Committees was carried out as per letter and spirit of the provisions of the Act.

During FY 2018 - 2019, the Company received one complaint of sexual harassment. The matter was referred to Prevention of Sexual Harassment Committee and based on the review and decision of the Committee, and the case has been disposed. There are no complaints pending for redressal as on March 31, 2019.

25. FAIR PRACTICE CODE

The Company has in place a Fair Practice Code (FPC) approved by the Board in compliance with the guidelines issued by RBI, to ensure better service and provide necessary information to customers to take informed decisions. The FPC is available on the website of the Company at www.grameenkoota.org.

The Board also reviews the FPC every year to ensure levels of adequacy and appropriateness.

26. CUSTOMER GRIEVANCE

The Company has a dedicated Customer Grievance Cell for receiving and handling customer complaints/ grievances and ensuring that the customers are treated fairly and without any bias at all times. All issues raised by the customers are dealt with courtesy and redressed expeditiously.

27. EXTRACT OF ANNUAL RETURN

Pursuant to sub-section (3)(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return as at March 31, 2019 is available at www.grameenkoota.org

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO

a. Information Relating to Conservation of Energy, Technology Absorption

Sl No	Particulars	Remarks
A	Conservation of energy	The provisions of Section 134(3) (m) of the Companies Act, 2013 relating to conservation of energy and technology absorption do not apply to the Company. The Company has, however, used information technology extensively in its operations and continuously invests in energy-efficient office equipment at all office locations.
	(i) the steps taken or impact on conservation of energy;
	(ii) the steps taken for utilizing alternate sources of energy;
	(iii) the capital investment on energy conservation equipments;
B	Technology absorption
	(i) the efforts made towards technology absorption;
	(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;
	(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; b. the year of import; c. whether the technology been fully absorbed; d. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
	(iv) the expenditure incurred on Research and Development.

b. Foreign Exchange Earnings and Outgo

During the year, the foreign exchange inflow was NIL and outflow was equivalent to Rs 97.59 million towards term loan interest payments and procurement of a software license.

29. DEPOSITS

The Company is a non-deposit taking Non-Banking Financial Company - Micro Finance Institution (NBFC-MFI) and has not accepted any deposit as defined by the Companies Act, 2013.

30. EMPLOYEE STOCK OPTION PLAN (ESOP)

At present, stock options have been granted or shares have been issued under GKFSPL Employee Stock Option Plan - 2011. During the financial year, 1,96,015 options were exercised by employees. The Company accordingly made an allotment of 1,96,015 equity shares. No options were granted during the year under review.

Total outstanding options as on March 31, 2019 is 18,28,535.

31. OTHER DISCLOSURES

a. During the year under review, the Company has not allotted any equity shares with differential voting rights.

b. No frauds were reported by the auditors under sub-section 12 of section 143 of the Act.

c. The Company has complied with applicable Secretarial Standards for Board and General Meetings held during the year under review.

d. The Company has not revised Financial Statements as mentioned under section 131 of the Companies Act, 2013.

e. The Company has not issued Sweat Equity shares during the year under review.

32. DIRECTORS'' RESPONSIBILITY STATEMENT In pursuance of Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent 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 and loss of the Company for that year;

c. the directors 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;

d. the directors have prepared the annual accounts on a going concern basis;

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

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

33. ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation and sincerely acknowledge the contribution and support from shareholders, customers, debenture holders, Central and State Governments, Bankers, Reserve Bank of India, Registrar of Companies, Securities and Exchange Board of India, Insurance Regulatory and Development Authority of India, BSE Limited, National Stock Exchange of India Limited, Registrar & Share Transfer Agents, Credit Rating Agencies and other Statutory and Regulatory Authorities for the kind cooperation and assistance provided to the Company. The Directors also extend their special appreciation to the employees for their continuing support and unstinting efforts in ensuring an excellent all-round operational performance and also for their continued commitment, dedication and cooperation.

For and on behalf of the Board of Directors

M N Gopinath

Place: Bengaluru Chairman

Date: June 14, 2019 DIN: 00396196

---

Mar 31, 2018

DIRECTORS'' Report

The Members Credit Access Grameen Limited

(formerly known as Grameen Koota Financial Services Private Limited)

The Directors have pleasure in presenting before you the 27th Board''s Report of Credit Access Grameen Limited (the "Company") together with the Audited Statements of Accounts for the year ended March 31,2018.

1. PERFORMANCE HIGHLIGHTS Financial Results

(Rs in million)

Particulars	2017-18	2016-17
Total Income	8,752.05	7,092.61
Total Expenses	6,823.46	5,926.75
Profit Before Tax	1,928.59	1,165.87
Tax Expense	682.17	413.32
Profit After Tax	1,246.41	752.55
Basic Earnings Per Share (EPS) (in rupees)	12.26	9.38

a) Business Growth

The Company witnessed all-round growth during the year, opened more branches, acquired significant number of customers and served them through 516 branches across 132 districts in eight states (Karnataka, Maharashtra, Tamil Nadu, Chhattisgarh, Madhya Pradesh, Odisha, Kerala, Goa) and one union territory (Puducherry). The Company could raise necessary resources all through the year to match the business and operational needs, leveraging on its existing relationship with banks and financial institutions, and also forming new lender relationships.

The Company''s overall performance during the year was quite robust resulting in improvement in all operational and financial parameters.

Your Company''s organizational highlights for Financial Year ("FY") 2017-2018 are as follows:

Year Ended	2018	2017
Branches	516	393
States/Union Territories	9	5
Districts	132	96
Kendras	130,608	91,312
Customers	2,187,174	1,653,611
Loans Disbursed (Rs in million)	60,817.2	34,026.3
Portfolio Outstanding (Rs in million)	49,746.6	30,754.4

b) Profitability

The total income of the Company increased by Rs 1,659.44 million. The total expenditure for the FY 2017-2018 increased only by Rs 896.71 million. The Company achieved an all-time high profit of Rs 1,246.41 million while the same was Rs 752.55 million in FY2016-2017.

c) Other material events during the year:

(i) The Company had filed a scheme of amalgamation under Sections 230-232 of the Companies Act, 2013 before the National Company LawTribunal("NCLT")for the transfer and vesting of the entire business and undertaking of MV Microfin Private Limited with the Company ("Scheme of Amalgamation"). The Scheme of Amalgamation was approved by the NCLT through an order dated November 22, 2017 ("Order"). Pursuant to this, with effect from April 1, 2017, the entire undertaking of MV Microfin Private Limited and all debts, liabilities and obligations of whatever kind, excluding certain Compulsorily Convertible Debentures ("CCDs") held by Credit Access Asia NV,were transferred and vested in our Company. In consideration of the amalgamation, our Company was required to issue and allot (i) 13 fully paid-up Equity Shares to the shareholders of MV Microfin Private Limited, for every 10 equity shares of Rs100 each of MV Microfin Private Limited held by them; and (ii) 852,188 fully paid-up Equity Shares to the debenture holders of MV Microfin Private Limited, for each CCD of Rs 100,000,000 each held by them.

The Scheme of Amalgamation, as approved by NCLT was filed with Registrar of Companies, Karnataka, on December4,2017.

ii) Conversion of the Company into Public limited and Change in Name

The Company converted itself into a public limited company and changed its name to Grameen Koota Financial Services Limited vide fresh Certificate of Incorporation dt. Dec 18,2017 issued by Registrar of Companies, Karnataka, upon conversion from private company to public company. Thereafter, it changed its name to CreditAccess Grameen Limited vide Certificate of Incorporation dt.Jan 12,2018, issued upon change of name.

2. DIVIDEND:

The Board of Directors aim to grow the business lines of the Company and enhance the rate of return on investments of the shareholders. With a view to finance the longterm growth plans of the Company which requires substantial resources, the Board of Directors do not recommend any dividend for the year under review.

3. AMOUNT PROPOSED TO BE CARRIED TO RESERVES:

The Company has transferred Rs 249.28 million to reserves out of the net profit of financial year 2017 18, and an amount of Rs 2908.43 million is the accumulated balance in P & L Account.

4. DIRECTORS

As on March 31,2018, the Board of your Company consists of nine Directors as follows:

Category	Name of Directors
Executive Director	Mr. Udaya Kumar Hebbar, Managing Director & CEO
Non-Executive -	Mr. Paolo Brichetti
Non-Independent Directors	Mr. Massimo Vita
	Mr. Sumit Kumar
Non - Executive -	Mr. M.N Gopinath
Independent Directors	Mr. George Joseph
	Mr. Anal Kumar Jain
	Mr. Prabha Raveendranathan
	Ms. Sucharita Mukherjee

The composition of the Board is in line with the requirements of the Companies Act, 2013 and the Securities Exchange Board of lndia(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI (LODR) Regulations, 2015"). All the Directors are having vast knowledge and experience in their relevant fields and the Company had benefited immensely by their presence in the Board.

a. Changes in Directors and Key Managerial Personnel (KMP) during the FY 2017-2018

During the period under review, following were the changes in the composition of the Board of the Company.

Name	Date of Appointment/ Resignation/ Re-designation	Reason
Mr. Suresh K Krishna	May 19,2017	Resigned as Director
Mrs. Vinatha M Reddy	June 1,2017	Resigned as Director and Chairperson
Mr. Massimo Vita	July 25,2017	Appointed as Additional Director
Ms. Sucharita Mukherjee	September 11,2017	Appointed as Additional Director

During the period under review, the designation of following directors were changed consequent to conversion of the Company from Private Limited to Public Limited.

Name	Date of Appointment/ Resignation/ Re-designation	Designation
Mr. M.N. Gopinath	January 13, 2018	Redesignated as Independent Director and Chairman
Mr. George Joseph	January 13, 2018	Redesignated as Independent Director
Mr. Prabha Raveendranathan	January 13, 2018	Redesignated as Independent Director
Mr. Anal Kumar Jain	January 13, 2018	Redesignated as Independent Director
Ms. Sucharita Mukherjee	January 13, 2018	Redesignated as Independent Director
Mr. Paolo Brichetti	January 13, 2018	Redesignated as Nominee Director
Mr. Massimo Vita	January 13, 2018	Redesignated as Nominee Director
Mr. Sumit Kumar	January 13, 2018	Redesignated as Nominee Director

Mr. Syam Kumar R was appointed as the Company Secretary and Compliance Officer in place of Ms. Darshana Kothari with effect from March 29,2018.

Mr. Udaya Kumar Hebbar, Managing Director & CEO, Mr. B. R. Diwakar, Chief Financial Officer and Mr. Syam Kumar R, Company Secretary are the KMPs of the Company, as recorded by the Board as on March 31,2018.

b. Woman Director

In terms of the provisions of Section 149 of the Companies Act, 2013, and Regulation 17(1 )(a) of the SEBI (LODR) Regulations 2015, the Company shall have at least one Woman Director on the Board. The Company has Ms. Sucharita Mukherjee, as Woman Director on the Board of the Company.

c. Director retiring by Rotation

Mr Paolo Brichetti, Nominee Director (DIN: 01908040) is liable to retire by rotation in terms of provisions of the Companies Act, 2013 at the ensuing Annual General Meeting of the Company and being eligible offers himself for reappointment. The Board recommends his reappointment.

As stipulated under Reg 36 (3) of the SEBI (LODR) Regulations 2015, a brief resume of Mr. Paolo Brichetti proposed to be reappointed is given in the notice of the 27th AGM of the Company.

d. Declaration by Independent Director(s) and re-appointment, if any

The Company has five Independent Directors on the Board. The Company has received declaration from each Independent Director of the Company under section 149(7) of the Companies Act, 2013 that, they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013, and subsequently the same was placed at the Board Meeting held on August 30,2018.

A declaration by Managing Director & CEO confirming the receipt of this declaration from Independent Directors is annexed to this report as Annexure.

The Company has not reappointed any independent director during the year under review.

e. Policy on Board Diversity

The Policy on Board Diversity approved and adopted by the Company are as follows:

a) Diversity is ensured through consideration of a number of factors, including but not limited to skills, industry experience, background and other qualities.

b) The Company shall also take into account factors based on its own business model and specific needs from time to time.

c) The Nomination 8i Remuneration Committee shall lead the process of identifying and nominating candidates for appointment as Directors in the Board.

d) The benefits of diversity continue to influence succession planning and continue to be the key criteria for the search and nomination of Directors to the Board.

e) Board appointments are based on merit and candidates will be considered against objective criteria, having due regard for the benefits of diversity on the Board, including gender.

f. Policy on Nomination & Remuneration

The Policy on Nomination and Remuneration sets out the criteria for determining qualifications, positive attributes and independence of Director. It also lays down criteria for determining qualifications, positive attributes of KMPs and senior management and other matters provided under Section 178 (3) of the Companies Act, 2013.

The Policy on Nomination and Remuneration of the Company as approved and adopted by the Board is available on the website of the Companyatwww.grameenkoota.org

g. Formal Annual Evaluation of Board and its Committees

The Board has carried out an annual evaluation of its own performance, its Committees and Independent Directors.

A note on the annual Board evaluation process undertaken in compliance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 is given in the Report on Corporate Governance, which forms part of this Report.

h. Meetings of the Board

The Board met twelve times during the financial year. Details of the meetings of the Board during FY 2017-2018 is provided in the Report on Corporate Governance, forming part of this Report.

i. Committees of the Board

The details of the Committees of the Board namely the Audit Committee, CSR Committee, Risk Management Committee, Nomination and Remuneration Committee, Stakeholders'' Relationship Committee, ALM Committee and IT Strategy Committee, their composition, terms of reference and the activities during the year under review are elaborated in the Report on Corporate Governance forming part of this Report.

Further, there are no instances where the Board has not accepted recommendations of Audit Committee.

5. AUDIT & AUDITORS

a. Statutory Auditors

M/s S. R. Batliboi &Co LLP (FRN: 301003E/E300005) 14th Floor, The Ruby, 29, Senapati Bapat Marg Dadar(West), Mumbai-400 028 were appointed as the Statutory Auditors of the Company during the AGM held on june 29,2016, for a period of four years.

The Board has duly examined the Statutory Auditors'' Report to the Annual Accounts 2017-2018, which is self-explanatory. Clarifications, wherever necessary, have been included in the Notes to the Accounts. Further, the Directors confirm that there are no qualifications, reservations, adverse remarks or disclaimers in the Independent Auditor''s Report provided by Statutory Auditors for the FY2017-2018.

b. Secretarial Auditors

The Board had appointed CS C Dwarakanath, Practicing Company Secretary, as Secretarial Auditor to conduct the Secretarial Audit for the year ended March 31,2018 in compliance with the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Secretarial Auditors Report in form MR-3, submitted by the Secretarial Auditors for the FY 2017 - 2018 is enclosed to this report as Annexure II. The Directors of your Company confirms that there are no qualifications, reservations, adverse remarks or disclaimers in the Secretarial Audit Report for the period under review.

6. SUBSIDIARIES/JOINT VENTURE/ASSOCIATE COMPANY

The Company has no subsidiary/joint venture/associate company and hence consolidation and the provisions relating to the same under the Companies Act, 2013 and Rules made there under are not applicable to the Company.

7. CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

The Credit Rating of different instruments of the Company as on March 31,2018, is as given below:

8. CREDIT RATING

Credit Rating Agency	Instrument	Rating as on March 31,2018	Migration during the FY 2017-18
ICRA	Bank Facilities	[ICRA] A(Stable)	Reaffirmed
ICRA	Non-Convertible Debentures	[ICRA] A(Stable)	Reaffirmed
ICRA	Subordinated Debt	[ICRA] A(Stable)	Reaffirmed
ICRA	Commercial Papers	[ICRA] A1	Reaffirmed

For changes in Credit Ratings subsequent to 31.3.2018 refer to para 17 of this report.

Highest rating issued by ICRA for long term credit facilities is [ICRA] AAA and short term facilities is [ICRAJA1

Institutional grading by CRISIL as on March 31,2018 is''mfR1''which was the highest grading assigned by CRISIL.

9. SIGNIFICANT&MATERIAL ORDERS PASSED BYTHE REGULATORS:

The Directors confirm that there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

10. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company maintains appropriate systems of internal financial controls, including monitoring procedures. Company policies, guidelines and procedures are well documented and provide for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported correctly. An independent internal audit system is in place to conduct audits of all branches, regional offices as well as the head office. The internal audit department reviews the effectiveness and efficiency of these systems and procedures to ensure that that the financial and operational information is accurate and complete in all respects. The Audit Committee reviews and approves audit plans for the year. Audits are conducted on an ongoing basis and significant deviations are brought to the notice of the Audit Committee. The Audit Committee of the Board is updated on significant internal audit observations, compliance with statutes and effectiveness of working of the control system s every quarter.

11. RISK MANAGEMENT POLICY

The Company has integrated risk management practices into governance and operations and has developed strong risk culture within the organization. Appropriate systems and tools are in place for identification, measurement, reporting and managing risks. The Board comprises of professional directors with relevant experience and who are well placed to understand risks specific to the Company and the microfinance sector in general. The Board oversees the implementation of the risk management plan principally through the Risk Management Committee. All the strategies with respect to managing major risks are monitored by the Management Level Risk Committee and reported to the Risk Management Committee of the Board of Directors. The Annual Risk Management Plan covers the major risks that have been identified by management as needing particular focus and close monitoring. The Risk Management Plan forms the basis for implementation of risk management practices in detail. The Risk Management Department carries out risk assessments regularly at all levels of the organization, record the findings and ensure appropriate management actions in a timely fashion. Risk reviews specifically address credit, operational, financial, political, regulatory and reputational risks.

12. CORPORATE SOCIAL RESPONSIBILTY POLICY

In pursuance of the provisions of Section 135 and schedule VII of the Companies Act, 2013, a CSR Committee of the Board of Directors has been formed to recommend (a) the policy on Corporate Social Responsibility (CSR) and (b) implementation of the CSR Projects or Programs to be undertaken by the Company as per CSR Policy for consideration and approval by the Board of Directors. Accordingly, the Company has contributed Rs 21.54 million during the year 2017-18, as part of its CSR contribution.

The Annual Report on CSR activities is enclosed herewith as Annexure- III.

Apart from this statutory contribution, the Company has additionally contributed Rs 40.78 million by way of donation for CSR activities and the total forms 5% of PATfor the year 2017-18.

13. WHISTLEBLOWERPOLICYORVIGILMECHANISMFORDIRECTORSANDEMPLOYEES

The Company has established a whistle blower mechanism for the Directors and employees to report any genuine concerns through [email protected]. Employees are also encouraged to report any unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or policy or illegal activity occurring in the organization. In exceptional cases the directors or employees can raise their concerns directly to the Chairman of the Audit Committee by sending a mail to [email protected]. The cases reported will be investigated and resolved within strict timelines. The identity of the Whistle blower will be kept confidential and protection from vindictive actions is also provided in the policy. Quarterly reports in this regard are reviewed by the Audit Committee.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not made any investments in other companies beyond two layers of Investment companies as stipulated under section 186(1) of the Companies Act, 2013.The Company being an NBFC-MFI, registered with RBI and predominantly into lending by way of micro finance loans and hence the other provisions of Section 186 of the Companies Act, 2013 are not applicable to the Company.

15. RELATED PARTYTRANSACTIONS

There were no related party transactions duringthe period under review.

The Company has in place a Board approved Related Party Transaction Policy which is also available on the website of theCompanyatwww.grameenkoota.org

16. PARTICULARS OF EMPLOYEES

The ratio of the remuneration of each director to the median employee''s remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been annexed herewith a s Annexure -1V to the Directors'' Report.

The statement containing particulars of employees as required under Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate annexure forming part of the Directors'' Report. In terms of Section 136 of the Companies Act 2013, the Directors'' Report and the Accounts are being sent to the Members excluding the aforesaid annexure and the same is open for inspection at the Registered Office of the Company. A copy of the statement may be obtained by the Members, by writing to the Company Secretary of the Company.

Further, none of the directors including Managing Director & CEO is in receipt of any commission either from the Company or its Holding Company during the year under review.

17. MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANYTO WHICH THE FINANCIAL STATEMENTS RELATE ANDTHE DATE OF THE REPORT

a. During August 2018, the Company has completed the "Initial Public Offer" (IPO) comprising a fresh issue of 14,928,909 equity shares having a face value of Rs 10/- each at an offer price of Rs 422/- each aggregating to Rs 6,300 million by the Company and an offer for sale of 11,876,485 equity shares by the promoters Credit Access Asia NV aggregating to Rs 5,011.88 million. The gross proceeds of the IPO was Rs 11,311.88 million. Pursuant to the IPO, the equity shares of the Company got listed in Stock Exchanges - BSE Limited and National Stock Exchange of India Limited on August 23,2018.

b. ICRA has upgraded the long-term rating of the Company to [ICRA]A (pronounced ICRA A plus) from [ICRA]A (pronounced ICRA A). ICRA has also upgraded the short-term rating of the Company to [ICRA]A1 (pronounced ICRA A one plus).

C. LISTING WITH STOCK EXCHANGES

The Non-Convertible Debentures of the Company are listed on the BSE Limited. The Company has paid the required listing fees to the stock exchanges for FY 2018-2019.

18. CORPORATE GOVERNANCE REPORT

The Company has taken adequate steps to adhere to all the stipulations laid down in Regulation 27 read with Part E of Schedule II and Schedule V of the SEBI (LODR) Regulations, 2015 on Corporate Governance. The detailed Report on Corporate Governance along with certificate on Corporate Governance from CS C Dwarakanath, Practicing Company Secretary forms part of this Report.

19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review is included as a separate section forms part of this Report.

20. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has been employing 432 women employees in various cadres as on March 31,2018. The Company has in place a Policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace and an Internal Complaint Committee in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made there under for reporting and conducting inquiry into the complaints made by the victim on the harassments at the work place. The functioning of the Committees were carried out as per letter and spirit of the provisions of the Act.

During the FY 2017 - 2018, the Company has not received any complaint of sexual harassment and hence, there were no complaints pending for redressal as on March 31,2018.

21. FAIR PRACTICE CODE (FPC)

The Company has in place a Fair Practice Code approved by the Board in compliance with the guidelines issued by the RBI, to ensure better service and provide necessary information to customers to take informed decisions. The FPC is available on the website of the Company at www.grameenkoota. org.

The FPC is also reviewed by the Board every year to ensure its level of adequacy and appropriateness.

22. CUSTOMER GRIEVANCE

The Company has a dedicated Customer Grievance Cell for receiving and handling customer complaints/grievances and ensuring that the customers are treated fairly and without bias at all times. All issues raised by the customers are dealt with courtesy and redressed expeditiously.

23. EXTRACT OF ANNUAL RETURN

The extract of the annual return in form MGT-9 is annexed to this report as ANNEXURE V.

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO a. Information Relating to Conservation of Energy, Technology Absorption

SI No	Particulars	Remarks
A	Conservation of energy	The provisions of Section 134(3) (m) of the Companies Act, 2013 relating to conservation of energy and technology absorption do not apply to the Company. The Company has, however, used information technology extensively in its operations and it continuously invests in energy efficient office equipment at all its office locations.
	(i) the steps taken or impact on conservation of energy;
	(ii) the steps taken by the company for utilizing alternate sources of energy;
	(iii) the capital investment on energy conservation equipments;
B	Technology absorption
	(i)the efforts midtown rds technology absorption,-
	(ii)the benefits derived like product improvement, cost reduction, product development or import substitution;
	(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; b. the year of import; c. hither the technology been fully absorbed; d. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
	(iv) the expenditure incurred on Research and Development.

b Foreign Exchange Earnings and Outgo

During the year, the foreign exchange inflow was Rs 1.27 million and outflow was Rs 56.67 million.

25. DEPOSITS

The Company is non - deposit taking Non-Banking Financial Company - Micro Finance Institution (NBFC-MFI) and has not accepted any deposit as defined by the Companies Act, 2013.

26. EMPLOYEESTOCKOPTION PLAN (ESOP)

Presently, stock options have been granted under the GKFSPL Employee Stock Option Plan 2011. The scheme was amended by the Board of the Directors on October 4, 2017and approved by the shareholders on October 30, 2017. The amendment was to align the scheme with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014. The aggregate number of Equity Shares, which may be issued under ESOP Plan, shall not exceed 3,754,208 Equity Shares.

During the year under review, following stock options were granted:

Particulars	TrancheV	Tranche IV
Date of grant	January 1,2017	January 1,2018
DateofBoardapp rova I	May 17,2017	January24,2018
Number of Options granted	521,000	971,000
Method of settlement	Equity	Equity
Graded vesting period:
Day following the expiry of 12 months from grant	25%	25%
Day following the expiry of 24 months from grant	25%	25%
Day following the expiry of 36 months from grant	25%	25%
Day following the expiry of 48 months from grant	25%	25%
Exercise period	48 months from date of vesting
Vesting conditions	Continuous service
Weighted average remaining contractual life (years)
-I	3.75	4.75
-II	4.75	5.75
-III	5.75	6.75
-IV	6.75	7.75
Weighted average exercise price per option (Rs)	84.47	120.87
Weighted average fair value of options (Rs)	61.35	84.46

Following are the senior management personnel who were granted more than 5% of the options granted during the year:

Tranche V

S.No.	Name of the Employees	Number of Options
1.	Udaya Kumar Hebbar	150,000
2.	DiwakarB.R.	80,000
3.	Guru raj Kumar KS Rao	40,000
4.	AnshulSharan	30,000
5.	Arun Kumar B	30,000
6.	Srivatsa HN	30,000
7.	Gopal Reddy A R	30,000

Tranche VI

S.No.	Name of the Employees	Number of Options
1.	Udaya Kumar Hebbar	90,000
2.	DiwakarB.R.	50,000

Total outstanding options as on March 31,2018 is 2,087,250

Total number of shares arising as a result of exercise of Options during the period under review is 1,013,750

27. OTHER DISCLOSURES

a. During the period under review, the Company has not allotted any equity shares with differential voting rights.

b. No frauds were reported by the auditors under subsection 12 of section 143 of the Act

c. The Company has complied with applicable Secretarial Standards for Board and General Meetings held during the period under review.

d. The Company has not revised Financial Statements as mentioned under section 131 of the Companies Act, 2013.

e. Pursuant to Sec 148 of Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 is not applicable to the Company.

f. The Company has not issued Sweat Equity shares during the period under review.

28. DIRECTORS''RESPONSIBILITY STATEMENT

In pursuance of Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent 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 and loss of the Company for that period;

c. the directors 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;

d. the directors have prepared the annual accounts on a going concern basis;

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

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

29. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation and sincerely acknowledge the contribution and support from shareholders, customers, debenture holders, Central and State Governments, Bankers, Reserve Bank of India, Registrar of Companies, Securities and Exchange Board of India, BSE Limited, National Stock Exchange of India Limited, Registrar & Share Transfer Agents, Credit Rating Agencies and other Statutory and Regulatory Authorities for the kind co-operation and assistance provided to the company. Your Directors also extend their special appreciation to the employees for their continuing support and unstinting efforts in ensuring an excellent all-round operational performance and also for their continued commitment, dedication and co-operation.

For and on behalf of the Board of Directors

M.N Gopinath

Place: Bengaluru Chairman

Date: October 16, 2018 DIN: 00396196