Directors Report of Piramal Finance Ltd.

Mar 31, 2026

The Directors have pleasure in presenting the 42^nd Annual Report on the business and operations of Piramal Finance Limited (Formerly known as Piramal Capital & Housing Finance Limited) (''the Company'' or ''PFL'') along with the Audited Financial Statements for the financial year ended March 31, 2026 (''year under review''/ ''FY 2025-26''/ ''FY2026'').

FINANCIAL RESULTS

(? in crore)
Particulars	Consolidated		Standalone
¦	FY2026	FY2025~^|	FY2026	FY2025
Total Income	12,031.60	10,611.86	13,329.28	10,660.37
Less: Total Expenses	12,082.81	10,103.58	11,901.06	9,915.05
Profit/ (Loss) before Share of net profit of associates, joint ventures and Exceptional Items	(51.21)	508.28	1,428.22	745.32
Add: Share of net profit/ (loss) of associates and joint ventures	188.93	136.61	-	-
Add/ (Less): Exceptional Items	1,245.36	-	(81.00)	-
Profit/ (Loss) before Tax	1,383.08	644.89	1,347.22	745.32
Less: Current Tax Expenses	0.30	27.21	-	26.32
Less: Reversal of tax provisions - Earlier year	(95.05)	(5.57)	(95.09)	(5.53)
Less: Deferred Tax expenses/ (credit)	(28.31)	137.80	(97.71)	150.46
Profit/ (Loss) after Tax	1,506.14	485.45	1,540.02	574.07
Add: Other Comprehensive Income for the year	(276.66)	177.83	21.60	70.21
Total Comprehensive Income for the year	1,229.48	663.28	1,561.62	644.28
Earnings Per Equity Share (Basic) (?)	66.49	21.55	67.98	25.48
Earnings Per Equity Share (Diluted) (?)	66.11	21.33	67.60	25.21
Note:
The numbers mentioned above have been restated, considering the Composite Scheme of Arrangement amongst the Company (''Transferee Company'') and its Holding Company, Piramal Enterprises Limited (''Transferor Company'') and their respective shareholders and creditors under Sections 230 to 232
read with Section 52, Section 66 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder			(''Scheme''), which was sanctioned
by the Hon''ble National Company Law Tribunal, Mumbai Bench (''NCLT'') vide its Order dated September 10, 2025 and effective from September 16, 2025
(the date of filing of relevant Forms with the Register of Companies), as the appointed date of the Scheme was April 1, 2024.

COMPOSITE SCHEME OF ARRANGEMENT AMONGST PIRAMAL ENTERPRISES LIMITED (''PEL''), THE COMPANY AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

The Hon''ble National Company Law Tribunal, Mumbai Bench (''NCLT'') had approved the composite scheme of arrangement amongst PEL, the Company and their respective shareholders and creditors under Sections 230 to 232 read with Section 52, Section 66 and other applicable provisions of the Companies Act, 2013 (''Act'') and the rules made thereunder (''Scheme'') and accordingly the certified copy of the Order of Hon''ble NCLT along with a copy of the Scheme was filed with the Registrar of Companies, Mumbai on September 16, 2025 (effective date of the Scheme). Consequent to the Scheme becoming effective, PEL merged

with the Company and was dissolved without being wound up.

Further, pursuant to the Scheme becoming effective, equity shares of the Company were allotted to the shareholders of PEL as on the record date i.e. September 23, 2025 and thereafter, the equity shares of the Company were listed on BSE Limited and National Stock Exchange of India Limited with effect from November 7, 2025. Also, the securities i.e. non-convertible debentures and commercial papers of PEL were transferred under the name of the Company, with effect from November 7, 2025.

CHANGE IN NATURE OF BUSINESS

During the year under review, there has been no change in the nature of the Company''s business.

The Reserve Bank of India, on April 4, 2025, had granted a Certificate of Registration (''CoR'') to the Company, to operate as Non-Banking Finance Company - Investment and Credit Company (''NBFC-ICC'') without accepting public deposits. With the receipt of the said CoR, the Company operates as a diversified NBFC-ICC and has accordingly surrendered the Housing Finance Company CoR.

OPERATIONS REVIEW Standalone

On standalone basis, the total income of the Company for FY2026, increased to '' 13,329.28 crore as compared to '' 10,660.37 crore in FY2025. Total expenses increased to '' 11,901.06 crore in FY2026 as compared to '' 9,915.05 crore in FY2025. Profit before tax and Profit after tax was '' 1,347.22 crore and '' 1,540.02 crore in FY2026 as compared to '' 745.32 crore and '' 574.07 crore, respectively, in FY2025.

Consolidated

On consolidated basis, the total income of the Company for FY2026, increased to '' 12,031.60 crore as compared to '' 10,611.86 crore in FY2025. Total expenses increased to '' 12,082.81 crore in FY2026 as compared to '' 10,103.58 crore in FY2025. Profit before tax and Profit after tax was '' 1,383.08 crore and '' 1,506.14 crore in FY2026 as compared to '' 644.89 crore and '' 485.45 crore, respectively, in FY2025.

A detailed discussion on operations for the year ended March 31, 2026 is provided in the Management Discussion and Analysis Report, which is presented in a separate section forming part of this Annual Report.

CREDIT RATING

During the year under review, the credit rating agencies viz. CRISIL, S&P Global, CARE Ratings and ICRA revised the ratings assigned to the Company''s Long-Term Bank Facilities and Debentures. The revision reflects the Company''s strong business stability, resilient earnings profile, prudent financial management, and sustained improvement in overall credit strength, supported by stable operational performance and growth prospects.

The ratings for each type of instrument as on March 31, 2026 is given in the Report on Corporate Governance forming part of this Annual Report.

DIVIDEND

The Board has recommended a dividend of '' 11 (Rupees Eleven only) i.e. @ 550% per equity share of the face value of '' 2 each for FY 2025-26.

As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI Listing Regulations''), the Company has adopted a Dividend Distribution Policy which is available

on the website of the Company at www.piramalfinance. com/stakeholders/policies.

The dividend declared by the Company for FY 2025-26 is in compliance with the Dividend Distribution Policy of the Company.

TRANSFER TO RESERVES

The Company has transferred an amount of '' 308.00 crore to the Statutory Reserves as required under Section 45-IC of the Reserve Bank of India Act, 1934.

CAPITAL ADEQUACY

The Company''s capital adequacy ratio was at 19.77% as on March 31, 2026 as against the statutory minimum capital adequacy of 15% prescribed by Reserve Bank of India (''RBI'').

DEPOSITS FROM PUBLIC

The Company being a non-deposit taking NBFC, has not accepted any deposits from the public, during the year under review.

SHARE CAPITAL Authorized Share Capital

Pursuant to the Scheme, the authorised, issued, subscribed and paid-up capital of the Company and clause V of the Memorandum of Association of the Company were amended to reflect the Authorised Share Capital as per the Order of Hon''ble NCLT.

Accordingly, as on March 31, 2026, the Authorized Share Capital of the Company stood at '' 3,12,45,39,00,240 divided into:

i. '' 2,92,99,39,00,240 consisting of 1,46,49,69,50,120 Equity Shares having a face value of '' 2 each;

ii. '' 19,25,00,00,000 consisting of 19,25,00,000 NonConvertible Redeemable Cumulative Preference Shares having a face value of '' 100 each; and

iii. '' 21,00,00,000 consisting of 10,50,00,000 unclassified shares of '' 2 each.

Issued, Subscribed and Paid-up Share Capital

As on March 31, 2026, the Issued Share Capital of the Company stood at '' 45,34,04,546 consisting of 22,67,02,273 Equity Shares having a face value of '' 2 each.

As on March 31, 2026, the Subscribed and Paid-up Share Capital of the Company stood at '' 45,33,55,400 consisting of 22,66,77,700 Equity Shares having a face value of '' 2 each.

SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR 2026

Composite Scheme of Arrangement amongst Piramal Enterprises Limited, the Company and their respective shareholders and creditors

The details/ information relating to the Composite Scheme of Arrangement amongst Piramal Enterprises Limited, the Company and their respective shareholders and creditors is already covered in the aforementioned section of this Board''s Report below the Financial Results.

Scheme of Amalgamation of step-down subsidiary companies with Piramal Investment Advisory Services Private Limited (''PIASPL'')

During the year under review, Piramal Finance Sales and Service Private Limited, DHFL Holdings Limited, DHFL Advisory & Investments Private Limited, Piramal Systems & Technologies Private Limited, Piramal Securities Limited, PEL Finhold Private Limited which were subsidiaries of PIASPL were amalgamated with PIASPL with effect from November 18, 2025.

Scheme of Amalgamation amongst the Company, Piramal Corporate Tower Private Limited, Piramal Agastya Offices Private Limited and DHFL Investments Limited (wholly-owned subsidiaries) and their respective shareholders and creditors, subject to receipt of necessary regulatory approvals

The Board at its meeting held on March 27, 2026 approved the scheme of amalgamation amongst the Company, Piramal Corporate Tower Private Limited, Piramal Agastya Offices Private Limited and DHFL Investments Limited and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013. The aforesaid Scheme is subject to sanction of the Hon''ble National Company Law Tribunal, Mumbai Bench (''NCLT'') and receipt of necessary approvals from the Insurance Regulatory and Development Authority of India, shareholders and creditors, as may be directed by the NCLT, and other regulatory authorities, as may be required.

SIGNIFICANT EVENTS AFTER BALANCE SHEET DATE

There were no significant events after the Balance Sheet Date.

REPORT ON CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.

SUBSIDIARY COMPANIES

As on March 31, 2026, the Company has eight subsidiaries viz., DHFL Investments Limited, Piramal Agastya Offices Private Limited, Piramal Corporate Tower Private Limited, Piramal Payment Services Limited, Piramal Fund Management Limited (formerly known as Piramal Fund Management Private Limited), Piramal Investment Advisory Services Private Limited, Piramal Alternatives Private Limited and INDIAREIT Investment Management Co., as per the Companies Act, 2013.

DHFL Investments Limited

Total Income for FY2026 was Nil. Loss before depreciation and tax for the year was at '' 0.07 crore. It reported a net loss of '' 0.07 crore for the year.

Piramal Agastya Offices Private Limited

Total Income for FY2026 was at '' 109.29 crore. Profit before depreciation and tax for the year was at '' 11.99 crore. It reported a net loss of '' 7.97 crore for the year.

Piramal Corporate Tower Private Limited

Total Income for FY2026 was at '' 87.72 crore. Profit before depreciation and tax for the year was at '' 16.62 crore. It reported a net loss of '' 10.74 crore for the year.

Piramal Payment Services Limited

Total Income for FY2026 was at '' 0.05 crore. Loss before depreciation and tax for the year was at '' 0.44 crore. It reported a net loss of '' 0.44 crore for the year.

Piramal Fund Management Limited (formerly known as Piramal Fund Management Private Limited)

Total Income for FY2026 was at '' 1,326.41 crore. Profit before depreciation and tax for the year was at '' 1,325.89 crore. It reported a net profit of '' 1,325.84 crore for the year.

Piramal Investment Advisory Services Private Limited

Total Income for FY2026 was at '' 4.22 crore. Profit before depreciation and tax for the year was at '' 1.22 crore. It reported a net profit of '' 1.44 crore for the year.

Piramal Alternatives Private Limited

Total Income for FY2026 was at '' 17.17 crore. Loss before depreciation and tax for the year was at '' 30.72 crore. It reported a net loss of '' 32.32 crore for the year.

INDIAREIT Investment Management Co.

Total Income for FY2026 was Nil. Profit before depreciation and tax for the year was at '' 1,308.90 crore. It reported a net profit of '' 1,308.90 crore for the year.

JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31, 2026, the joint ventures of the Company are: Paladin Consultancy Private Limited (Formerly known as India Resurgence ARC Private Limited), India Resurgence Asset Management Business Private Limited, Asset Resurgence Mauritius Manager and Pramerica Life Insurance Limited as per the Companies Act, 2013. Further, DHFL Ventures Trustee Company Private Limited and Sriram General Insurance Company Limited are associate companies as per the Companies Act, 2013.

Investment in joint ventures and associates are accounted for using the equity method of accounting. Under the equity method of accounting, the investments are initially recognised at cost and adjusted thereafter to recognise the Company''s share of post acquisition profits or losses and other comprehensive income of joint ventures and associates. Dividends received or receivable from associates or joint ventures are recognised as a reduction in the carrying amount of the investment.

Paladin Consultancy Private Limited (Formerly known as India Resurgence ARC Private Limited) is a 50:50 joint venture between the Company and Bain Capital Credit India Investments (a company existing under the laws of the Republic of Mauritius). Share of profit of Paladin Consultancy Private Limited considered in consolidation for FY2026 amounts to '' 1.08 crore.

India Resurgence Asset Management Business Private Limited is a 50:50 joint venture between the Company and Bain Capital Credit India Investments (a company existing under the laws of the Republic of Mauritius). Share of profit of India Resurgence Asset Management Business Private Limited considered in consolidation for FY2026 amounts to '' 8.44 crore.

Asset Resurgence Mauritius Manager is a 50:50 joint venture between the Piramal Fund Management Limited (formerly known as Piramal Fund Management Private Limited) and Bain Capital Credit Member LLC. Share of profit of Asset Resurgence Mauritius Manager considered in consolidation for FY2026 amounts to '' 1.11 crore.

Pramerica Life Insurance Limited is a 50:50 joint venture between DHFL Investments Limited, a wholly-owned subsidiary of the Company and Prudential International Insurance Holdings, Ltd., a fully owned subsidiary of

Prudential Financial, Inc. Share of loss of Pramerica Life Insurance Limited considered in consolidation for FY2026 amounts to '' 34.81 crore.

DHFL Ventures Trustee Company Private Limited is an associate company with the Company holding 45% of shares. Share of profit considered in consolidation for FY2026 amounts to Nil.

Shriram General Insurance Company Limited is an associate company, classified as ''held for sale'' in the standalone financial statements. Refer Note 56 of the standalone financial statements.

FINANCIAL DETAILS OF SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (''the Act''), a statement containing salient features of the financial statements of subsidiary companies, joint ventures and associate companies in Form AOC-1 is annexed to the standalone financial statements.

The separate financial statements of the subsidiaries are available on the website of the Company and can be accessed at www.piramalfinance.com/stakeholders/ financial-reports.

DIRECTORS AND KEY MANAGERIALPERSONNELAppointment

During the year under review, following Directors were appointed:

1. Mr. Anand Piramal (DIN: 00286085) as the Executive Director of the Company for a term of five consecutive years i.e. from August 1, 2025 to July 31, 2030, liable to retire by rotation. Further, he was designated as the Chairman of the Company w.e.f. September 24, 2025. Prior to this, Mr. Piramal was a Non-Executive Director of the Company.

2. Ms. Anjali Bansal (DIN: 00207746), Mr. Asheet Mehta (DIN: 10648593) and Mr. Rajiv Mehrishi (DIN: 00208189) as Independent Directors of the Company for a term of five consecutive years i.e. from September 24, 2025 to September 23, 2030, not liable to retire by rotation.

3. Ms. Shikha Sharma (DIN: 00043265) as Non-Executive Director of the Company with effect from September 24, 2025, liable to retire by rotation.

Re-appointment

Pursuant to the recommendation of Nomination and Remuneration Committee, the Board of Directors at its meeting held on April 27, 2026, recommended the re-appointment of Mr. Suhail Nathani (DIN: 01089938) as Independent Director of the Company for a second term of 5 (five) consecutive years with effect from September 30, 2026 till September 29, 2031 for approval of the shareholders of the Company.

Retire by rotation

In line with the provisions of the Act and the Articles of Association of the Company, Mr. Anand Piramal (DIN: 00286085), Chairman of the Company retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

Resignation

During the year under review, the following ceased to be Directors of the Company:

1. Mr. Puneet Dalmia (DIN: 00022633) tendered his resignation as Independent Director of the Company with effect from September 23, 2025.

2. Mr. Ajay Piramal (DIN: 00028116) and Dr. (Mrs.) Swati Piramal (DIN: 00067125) tendered their resignation as Non-Executive Directors of the Company with effect from September 24, 2025.

3. Mr. Gautam Doshi (DIN: 00004612) tendered his resignation as Independent Director of the Company with effect from March 27, 2026.

Declaration by Independent Directors

The Company has received declarations from all its Independent Directors, confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of SEBI Listing Regulations.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered with the databank maintained by the Indian Institute of Corporate Affairs. In the opinion of the Board, the Independent Directors of the Company possess the requisite experience, expertise and proficiency required under applicable laws and the policies of the Company.

Fit and Proper and Non-Disqualification Declaration by Directors

All the Directors of the Company have confirmed that they satisfy the ''fit and proper'' criteria as prescribed by RBI and that they are not disqualified from being appointed /continuing as Director in terms of Section 164(1) and 164(2) of the Act.

Key Managerial Personnel

The Key Managerial Personnel (''KMP'') of the Company as on March 31, 2026 in terms of the Section 203 of the Act were as follows:

Name	Designation
Mr. Anand Piramal	Chairman
Mr. Jairam Sridharan	Managing Director & CEO
Mr. Vikash Singhla	Chief Financial Officer
Mr. Bipin Singh	Company Secretary

During the year under review,

1. Mr. Anand Piramal (DIN: 00286085) has been appointed as the Executive Director of the Company with effect from August 1, 2025 and designated as the Chairman of the Company with effect from September 24, 2025.

2. Mr. Jairam Sridharan (DIN: 05165390) has been re-designated as Managing Director and Chief Executive Officer of the Company with effect from September 24, 2025.

3. Mr. Bipin Singh has been appointed as the Company Secretary of the Company and Ms. Urmila Rao ceased to be the Company Secretary with effect from September 24, 2025.

BOARD EVALUATION

Pursuant to the applicable provisions of the Act and SEBI Listing Regulations, the Board has carried out an annual evaluation of its own performance, its Committees and individual Directors. The criteria for performance evaluation of the Board included aspects such as Board composition and structure, effectiveness of Board processes, contribution etc. The criteria for performance evaluation of the Committees included aspects such as structure and composition of Committees, effectiveness of Committee Meetings, etc. The performance evaluation of individual Directors (except for Executive Directors) is on the basis of the criteria such as attendance at meetings, contribution at meetings like preparedness on the matters to be discussed, meaningful and constructive contribution and inputs in the meeting, etc. The above criterias are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India. The performance of the Executive Director is evaluated on the basis of the achievement of their Key Result Areas.

The Nomination and Remuneration Committee (''NRC'') reviewed the performance of the Board, its Committees and the Individual Directors and the feedback received from the Directors on the performance of the Board and its Committees was also discussed.

A report consolidating the responses to the questionnaire is generated/ prepared by the Chairman of the NRC, who summarizes to the Board, the collective impression of the Directors on the functioning of the Board, its Committees and Individual Directors.

The Directors have expressed their satisfaction with the evaluation process.

NOMINATION AND REMUNERATION POLICY

The Board has approved a Nomination Policy, which lays down a framework for selection and appointment of Directors and Senior Management and for determining qualifications, positive attributes and independence of Directors.

The Board has also approved a Remuneration Policy with regard to remuneration payable to Directors, Senior Management and other Employees.

The Nomination Policy and the Remuneration Policy are available on the website of the Company at www.piramalfinance.com/stakeholders/policies.

MANAGERIAL REMUNERATION A. Remuneration to Directors and KMP

a. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during FY2026 and the ratio of the remuneration of each Director to the median remuneration of the employees of the Company for FY2026 are as under:

Sr. No.	Name of Director/ Key Managerial Personnel (''KMP'') and Designation	Remuneration of Director/ KMP for FY2026 ('' in crore)4	% increase/ decrease in remuneration in FY20265	Ratio of Remuneration of each Whole - Time Director to Median Remuneration of Employees5, 6
1.	Mr. Ajay Piramal (Non-Executive Chairman upto September 24, 2025)	N.A.	N.A.	N.A.
2.	Dr. (Mrs.) Swati Piramal (Non-Executive Director upto September 24, 2025)	N.A.	N.A.	N.A.
3.	Mr. Anand Piramal1 (Chairman)	7.00	N.A.	N.A.
4.	Mr. Rajiv Mehrishi (Independent Director w.e.f. September 24, 2025)	0.50	N.A.	N.A.
5.	Ms. Shikha Sharma (Non-Executive Director w.e.f. September 24, 2025)	0.46	N.A.	N.A.
6.	Mr. Asheet Mehta (Independent Director w.e.f. September 24, 2025)	0.45	N.A.	N.A.
7.	Mr. Kunal Bahl (Independent Director)	0.48	N.A.	N.A.
8.	Mr. Jairam Sridharan2 3 (Managing Director & CEO)	8.31	(0.4)	128.2
9.	Mr. Suhail Nathani (Independent Director)	0.57	N.A.	N.A.
10.	Ms. Anjali Bansal (Independent Director w.e.f. September 24, 2025)	0.47	N.A.	N.A.
11.	Mr. Puneet Dalmia (Independent Director upto September 23, 2025)	0.22	N.A.	N.A.
12.	Mr. Gautam Doshi (Independent Director upto March 27, 2026)	0.59	N.A.	N.A.
13.	Mr. Vikash Singhla (Chief Financial Officer)	3.95	10	N.A.

Sr. No.	Name of Director/ Key Managerial Personnel (''KMP'') and Designation	Remuneration of Director/ KMP for FY2026 ('' in crore)4	% increase/ decrease in remuneration in FY20265	Ratio of Remuneration of each Whole - Time Director to Median Remuneration of Employees5, 6
14.	Mr. Bipin Singh3 (Company Secretary w.e.f. September 24, 2025)	0.70	N.A.	N.A.
15.	Ms. Urmila Rao (Company Secretary upto September 24, 2025)	0.10	N.A.	N.A.
Notes:
1.	Mr. Anand Piramal has been appointed as the Executive Director with effect from August 1, 2025 and Chairman of the Company with effect from September 24, 2025. Prior to this, Mr. Piramal was a Non-Executive Director of the Company.
2.	Mr. Jairam Sridharan has been re-designated as the Managing Director and Chief Executive Officer of the Company with effect from September 24, 2025. Further, Mr. Sridharan has been granted 3,75,157 ESOPs in FY 2025-26, which will vest over the next five years. He has also exercised 1,19,102 ESOPs during FY 2025-26, which were granted in previous years.
3.	Remuneration excludes the perquisite value of ESOPs exercised during FY 2025-26.
4.	Non-Executive Directors and Independent Directors are entitled to sitting fees and commission as per the statutory provisions and within the limits approved by shareholders. Remuneration details for Non-Executive Directors and Independent Directors in the above table, comprises of sitting fees and commission. The commission is paid to the Directors after the adoption of Audited Financial Statements by the shareholders at the Annual General Meeting. However, Mr. Ajay Piramal and Dr. (Mrs.) Swati Piramal, did not receive any sitting fees or any other remuneration from the Company.
5.	For Directors and KMPs, who were associated for the part of FY2026, percentage change in remuneration and the ratio to median remuneration of employees is not reported.
6.	Details in the corresponding columns	are applicable for Whole-time Directors.

b. The median remuneration of employees of the Company during FY2026 was '' 0.06 crore;

c. In the financial year, there was 10.6% increase in the median remuneration of employees;

d. There were 16,654 permanent employees on the rolls of the Company as on March 31, 2026;

e. Average percentage increase already made in the salaries of employees other than the managerial personnel in FY2026 was 9.5%. As regards, comparison of Managerial Remuneration of FY2026 over FY2025, details of the same are given in the above table; and

f. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, KMP and other Employees.

B. Employee Particulars

Details of employee remuneration as required under provisions of Section 197(12) of the Act read with Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, which forms part of the Board''s Report, will be made available to any member on request, as per the provisions of Section 136(1) of the Act.

Requisite details relating to ESOPs are available on the Company''s website at www.piramalfinance.com.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, seven Board Meetings were convened and held, details of which are given in the Report on Corporate Governance forming part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

The annual report on Corporate Social Responsibility (''CSR'') containing details of CSR Policy and composition of CSR Committee of the Company, as required under Companies (Corporate Social Responsibility Policy) Rules, 2014, is set out under Annexure A of this Report. For other details regarding CSR Committee, please refer to the Report on Corporate Governance forming part of this Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Particulars regarding conservation of energy and technology absorption undertaken and the foreign exchange earnings and outgo is set out in Annexure B of this Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report of the Company for FY2025-26 as required under SEBI Listing Regulations is forming part of this Annual Report.

AUDIT COMMITTEE

The Audit Committee comprises of three members as on March 31, 2026, as given below:

Name	Position on the	Designation
	Committee
Mr. Rajiv Mehrishi	Chairman	Independent Director
Mr. Suhail Nathani	Member	Independent Director
Mr. Jairam	Member	Managing Director
Sridharan		& CEO

Further details on the Audit Committee are provided in the Report on Corporate Governance forming part of this Annual Report.

RELATED PARTY TRANSACTIONS

During the year, all contracts/arrangements/transactions entered into by the Company with related parties were in ordinary course of business and on an arm''s length basis. There were no material Related Party Transactions by the Company during the year. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Act in Form AOC-2 is not applicable.

Prior omnibus approval of the Audit Committee is obtained before the beginning of a financial year, for the transactions which are planned, foreseeable or repetitive in nature. The transactions entered into pursuant to the omnibus approval so granted and a statement giving details of all transactions with related parties are placed before the Audit Committee for their review on a periodic basis. Further, the approval is sought during the year for any new transaction/modification to the previously approved limits with the related parties.

The details of the Related Party Transactions as per Ind AS-24 on Related Party Disclosures are set out in Note no. 43 to the standalone financial statements of the Company.

The Company has formulated a policy for dealing with Related Party Transactions which is also available on website of the Company at www.piramalfinance.com/ stakeholders/policies.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

The Company has established a Vigil Mechanism, which includes a Whistle Blower Policy, for its Directors and Employees, to provide a framework to facilitate responsible and secure reporting of concerns of unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct & Ethics.

The Audit Committee is apprised on the vigil mechanism on a periodic basis. Also, an update on the whistle blower complaints is placed before the Audit Committee on quarterly basis.

The details of establishment of Vigil Mechanism/ Whistle Blower Policy are posted on the website of the Company at www.piramalfinance.com/stakeholders/policies.

RISK MANAGEMENT FRAMEWORK

The Company has a Risk Management framework in place to identify, measure, manage, and mitigate business risks and opportunities. This framework aims to promote transparency, minimize the adverse impact on business strategy, and enhance the Company''s competitive advantage. It supports the effective management of market, credit, and operational risks by quantifying their potential impact at the Company level. The Sustainability & Risk Management Committee of the Board (''SRMC'') reviews compliance with risk policies, monitors risk tolerance limits, reviews and analyses risk exposure and provides oversight of risk across the organization. The SRMC nurtures a healthy and independent risk management function to inculcate a strong risk management culture in the Company and broadly perceives the risk arising from (i) liquidity risk, (ii) interest rate risk, (iii) credit risk, (iv) regulatory risk, (v) fraud risk and operational and outsourcing risk, (vi) market risk, and (vii) foreign exchange risk.

The Company also has a well-defined Fraud Risk Management framework which focuses on prevention, detection, investigation of fraud and actions that Company should take in the event of fraud. A dedicated Fraud Risk Management Committee, comprising top management representatives, oversees matters related to fraud risk. Company has also established a channel for employees to report frauds and related concern in timely manner. Further, in line with the RBI''s Fraud Risk Management (FRM) guidelines, the Company has constituted a Special Committee of Board for Monitoring and Follow-up of cases of frauds (SCBMF) to oversee and evaluate the effectiveness of the fraud risk management framework.

Further details on the Risk Management framework are provided under the Risk Management section, which forms part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company being an NBFC and engaged in the business of giving loans in ordinary course of its business, is exempted from the disclosures regarding particulars of loans made, guarantees given and securities provided in accordance with the provisions of Section 186 of the Act.

The details with regards to the investments made by the Company, are given in Note no. 7 of the standalone financial statements forming part of this Annual Report.

ASSET LIABILITY MANAGEMENT (''ALM'')

The Company had a total borrowing of '' 78,723.66 crore as on March 31, 2026. The Company has an Asset Liability Management Committee (''ALCO''), details of which are given the Report on Corporate Governance forming part of this Annual Report. ALCO continuously monitors asset-liability mismatches to ensure that there are no imbalances on either side of the balance sheet. The ALM position of the Company is based on the maturity buckets as per the guidelines issued by RBI, from time to time.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, 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

No specific material changes and commitments, except as disclosed in this Report, affecting the financial position of the Company have occurred between the end of the financial year i.e. March 31, 2026 and the date of this Report.

STATUTORY AUDITORS AND AUDITORS'' REPORT

The Joint Statutory Auditors'' Report does not contain any qualification, reservation or adverse remark on the financial statements for FY 2025-26. The notes on financial statement referred to in the Joint Statutory Auditors'' Report are selfexplanatory and do not call for any further comments.

In terms of the provisions of Sections 139 and 142 of the Act read with the Companies (Audit and Auditors) Rules, 2014 and the RBI circular dated April 27, 2021 i.e., Guidelines for Appointment of Statutory Central Auditors (SCAs)/Statutory Auditors (SAs) of Commercial Banks (excluding RRBs), UCBs and NBFCs (including HFCs) (''RBI Guidelines''), Singhi & Co., Chartered Accountants (Firm Registration No. 302049E),

were appointed as one of the Joint Statutory Auditors of the Company to hold office for a period of three consecutive years, commencing from the conclusion of the 40^th Annual General Meeting (''AGM'') held in the year 2024 until the conclusion of the 43^rd AGM of the Company to be held in the year 2027.

Further, Lodha & Co. LLP, Chartered Accountants (Firm Registration No. 301051E/ E300284), were appointed as one of the Joint Statutory Auditors of the Company for a period of three consecutive years from the conclusion of the 41^st AGM of the Company held in the year 2025 until the conclusion of the 44^th AGM of the Company to be held in the year 2028.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act, and the Rules made thereunder and SEBI Listing Regulations, the Company has appointed N. L. Bhatia & Associates, Practicing Company Secretaries, Peer Reviewed Firm of Company Secretaries in Practice (Firm registration number: P1996MH055800 and Peer Review Certificate No: 6392/2025), as Secretarial Auditor of the Company for a period of 5 (Five) consecutive years from the conclusion of the 41^st AGM of the Company held in the year 2025 until the conclusion of the 46^th AGM of the Company to be held in the year 2030.

The Secretarial Audit Report is annexed as Annexure C and forms an integral part of this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

CERTIFICATIONS FROM COMPANY SECRETARY IN PRACTICE

A certificate has been received from N. L. Bhatia & Associates, Practicing Company Secretaries that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such statutory authority. The certificate is attached as Annexure D to this Report.

Further, a certificate from N. L. Bhatia & Associates, Practicing Company Secretaries, confirming compliance with the conditions of Corporate Governance as stipulated under the SEBI Listing Regulations is annexed hereto as Annexure E to this Report.

COST AUDIT

The provision of Section 148 of the Act relating to maintenance of cost records and cost audit are not applicable to the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and systems of compliance which are established and maintained by the Company, audits conducted by the Internal, Statutory and Secretarial Auditors including audit of internal financial controls over financial reporting by the Statutory Auditors and reviews by the Management and the relevant Board Committees, including the Audit Committee and Sustainability & Risk Management Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2025-26.

The Directors, based on the representations received from the management and to the best of their knowledge and ability, confirm that:

a. in the preparation of the annual financial statements for the year ended March 31, 2026, the applicable accounting standards have been followed with no material departures;

b. such accounting policies have been selected and applied consistently and the judgments and estimates have been made, that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit of the Company for FY2025-26;

c. proper and sufficient care has been taken 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 annual financial statements have been prepared on a going concern basis;

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

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

ANNUAL RETURN

The Annual Return as on March 31, 2026, is available on the website of the Company at www.piramalfinance.com.

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

The Company has always believed in providing a safe and harassment free workplace for every individual working in Company''s premises through various interventions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has in place a robust Policy on Prevention of Sexual Harassment (''Policy'') at workplace which is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (''POSH Act''). The Company has complied with provisions relating to the constitution of Internal Complaints Committee (''ICC'') under POSH Act. ICC has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this Policy. ICC has its presence at corporate offices as well as at site locations. The policy is gender neutral.

Fourteen complaints were received during the year. Out of the same, twelve complaints were disposed of by the ICC and two complaints which were received in March 2026, were pending as on March 31, 2026. Further, no complaints were pending for more than ninety days.

COMPLIANCE WITH THE MATERNITY BENEFIT ACT

During the year under review the Company has complied with the provisions of the Maternity Benefit Act, 1961.

RBI COMPLIANCES

The Company continues to comply with all the applicable regulations, guidelines, etc. prescribed by RBI, from time to time. The Company always strives to operate in compliance with applicable RBI guidelines and regulations and employs its best efforts towards achieving the same.

OTHERS

1. No sweat equity shares and shares with differential rights as to dividend, voting or otherwise were issued;

2. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the

going concern status and Company''s operations in future;

3. None of the Auditors of the Company have reported any fraud as specified under Section 143(12) of the Act;

4. Neither any application was made, nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 against the Company; and

5. The Company has not made any one-time settlement for the loans taken from the Banks or Financial Institutions.

ACKNOWLEDGEMENT

We take this opportunity to thank the employees for their dedicated service and contribution to the Company.

We also thank our banks, business associates, members and other stakeholders for their continued support to the Company.