To the Members,
Your Directors have pleasure in presenting their Forty-Sixth Annual Report and the
Audited Statements of Accounts for the Financial Year ended March 31, 2025.
FINANCIAL HIGHLIGHTS
(Rs. in crores)
Particulars |
FY 2024f25 |
FY 2023f24 |
Profit Before Depreciation and Taxation |
13,251.34 |
10,252.47 |
Less: Depreciation, amortisation and impairment |
645.32 |
568.83 |
Profit Before Tax |
12,606.02 |
9,683.64 |
Less: Provision for taxation |
2,845.02 |
2,493.16 |
Profit Afer Tax |
9,761.00 |
7,190.48 |
Add: Balance brought forward from previous year |
19,065.20 |
15,623.21 |
Balance available for appropriation |
28,826.20 |
22,813.69 |
Appropriations |
|
|
General Reserve |
(976.10) |
(719.05) |
Statutory Reserve |
(1,952.20) |
(1,438.10) |
Debenture Redemption Reserve |
15.23 |
284.88 |
Dividend on equity shares of face value of Rs. 2/- each fully paid up
(March |
(1,861.19) |
(1,876.22) |
31, 2024: Rs. 10/- each) |
|
|
Balance carried to Balance Sheet |
24,051.94 |
19,065.20 |
CREDIT RATING / ESG RATING
On March 6, 2025, the Company obtained an International Credit Rating "Ba1
long-term corporate family rating (CFR)" with "stable" outlook from Moody's
Investors Service, Singapore.
On March 17, 2025, S&P Global Ratings has upgraded Company's rating to
"BB+/Stable/B" from "BB/Stable/B" in respect of the Company's Rating
and senior secured notes issued by the Company.
On March 26, 2025, ICRA ESG Ratings Limited has assigned an Environmental, Social, and
Governance ("ESG") rating of "ICRA ESG Impact Rating Score 82
(Outstanding)" to the Company. e details of credit ratings afrmed/reafrmed by the
rating agencies for the securities/ instruments/ loans, credit facilities and other
borrowings of the Company and the details of new ratings obtained by the Company with
respect to the ESG and others during the financial year ended March 31, 2025 are given
below:
|
Securities / Instruments/ Loans, Credit Facilities and |
|
Name of Rating Agency |
other Borrowings |
Ratings |
CRISIL |
Commercial Paper |
CRISIL A1+ |
|
Bank Loan Short-Term |
CRISIL A1+ |
|
Securities / Instruments/ Loans, Credit Facilities and |
|
Name of Rating Agency |
other Borrowings |
Ratings |
|
Bank Loan Long-Term |
CRISIL AA+/Stable |
|
Non-Convertible Debentures |
CRISIL AA+/ Stable |
|
Subordinated Debt |
CRISIL AA+/Stable |
|
Long Term Principal Protected Market Linked |
CRISIL PPMLD AA+/Stable |
|
Debentures |
|
India Ratings & Research |
Commercial Paper |
IND A1+ |
Private Limited |
Bank Loan Short-Term |
IND A1+ |
|
Bank Loan Long-Term |
IND AA+/ Stable |
|
Non-Convertible Debentures |
IND AA+/ Stable |
|
Subordinated Debt |
IND AA+ /Stable |
|
Term Deposits |
IND AA+/ Stable |
|
Principal Protected Market Linked Debentures |
IND PP-MLD AA+/Stable |
CARE |
Commercial Paper |
CARE A1+ |
|
Non-Convertible Debentures |
CARE AA+/Stable |
|
Subordinated Debt |
CARE AA+/ Stable |
ICRA |
Fixed Deposit |
[ICRA] AA+ (Stable) |
|
Non-Convertible Debentures |
[ICRA] AA+ (Stable) |
Standard & Poor's Ratings |
Long-Term Issuer Credit Rating |
BB+/ Stable |
|
Short-Term Issuer Credit Rating |
B |
|
Senior Secured Notes |
BB+/Stable |
Fitch Ratings |
Long-Term Issuer Default Rating |
BB/ Stable Outlook |
|
Short-Term Issuer Default Rating |
B |
|
Senior Secured Notes |
BB |
|
Local Currency Long Term Issuer Default Rating |
BB/ Stable Outlook |
Moody's Ratings |
Long-term corporate family rating (CFR) |
Ba1 with Stable Outlook |
ICRA ESG Ratings |
ESG Impact Rating |
82/Outstanding |
SUBfDIVISION/ SPLIT OF EQUITY SHARES
With a view to facilitate participation of retail investors and potential investors to
buy the equity shares of the Company at an afordable market price and enhance liquidity of
the Company's equity shares, the Board of Directors of your Company at its meeting held on
October 25, 2024 considered, approved and recommended subdivision/ split of 1 (One) fully
paid-up equity share of face value of Rs. 10/- (Rupees Ten Only) each held by Members of
the Company into 5 (Five) fully paid-up equity shares of face value of Rs. 2/-
(Rupees Two Only) each, subject to approval of Members of the Company through Postal
Ballot.
Further, the Members vide resolutions passed by way of Postal Ballot on December 20,
2024 approved the said subdivision/ split of face value of Equity share of the Company and
consequential alteration of Capital Clause (Clause V) of the Memorandum of Association
(MoA) of your Company. Afer the requisite approvals of the Stock Exchanges i.e. BSE
Limited (BSE) and National Stock Exchange of India Limited (NSE) and the depositories i.e.
National Securities Depository Limited (NSDL) and Central Depository Services (India)
Limited (CDSL), new ISIN (INE721A01047) was allotted to the equity share of your Company.
e efect of change in face value of the share was refected on the share price at the Stock
Exchanges where your Company is listed (BSE and NSE) efective from January 10, 2025 i.e.
Record Date for the purpose of sub-division/ split of equity shares of your Company. e
details of Share Capital of the Company pre and post -sub-division/split of equity shares
is as under:
Type of Capital |
Pre-Sub-Division/Split of Equity Shares-ISIN |
|
|
|
|
Post-Sub-Division/Split of Equity Shares- ISIN |
|
|
INE721A01013 |
|
INE721A01047 (as on January 10, 2025) |
|
|
|
No. of shares |
Face value |
Total Share Capital |
No. of shares |
Face value |
Total Share Capital |
|
|
(in Rs.) |
(in Rs.) |
|
(in Rs.) |
(in Rs.) |
Authorised Share Capital |
|
|
|
|
|
|
Equity Shares |
2,975,500,000 |
10/- |
29,755,000,000/- |
14,877,500,000 |
2/- |
29,755,000,000/- |
Preference Shares |
129,000,000 |
100/- |
12,900,000,000/- |
129,000,000 |
100/- |
12,900,000,000/- |
Total |
3,104,500,000 |
|
42,655,000,000/- |
15,006,500,000 |
|
42,655,000,000/- |
Issued, Subscribed and Paid-up Share Capital |
|
|
|
|
|
|
Equity Shares |
376,009,038 |
10/- |
3,760,090,380/- |
1,880,045,190 |
2/- |
3,760,090,380/- |
Total |
376,009,038 |
10/- |
3,760,090,380/- |
1,880,045,190 |
2/- |
3,760,090,380/- |
EQUITY SHARE CAPITAL
During the Financial Year under review, the paid-up Equity Share Capital of the Company
has been increased on account of issuance and allotment of 265,967 equity shares of face
value of Rs. 10/- each fully paid up (pre-split) and 89,995 equity shares of face value of
Rs. 2/- each fully paid up (post-split) under Shriram Finance Limited Employee Stock
Option Scheme 2023 (No.1) on various dates. e issued, subscribed and paid-up Equity Share
Capital of the Company as on March 31, 2025 stood at Rs. 3,760,767,760/- consisting of
1,880,383,880 equity shares of face value of Rs. 2/- each fully paid-up.
No Equity Shares were issued with diferential rights as to dividend, voting or
otherwise during the year under review. e Company has not resorted to any buy back of its
Equity Shares during the year under review. None of the Directors of the Company holds
instruments convertible into Equity Shares of the Company. No sweat equity shares were
issued to the employees of the Company during the year under review.
DIVIDEND
Your Directors have declared two interim dividends for the Financial Year 2024-25 as
under: e frst interim dividend approved prior to split of face value of equity share e
First interim dividend of Rs. 22/- per equity share on 37,60,09,038 equity shares of face
value of Rs. 10/- each fully paid-up (pre-split) (220%) was declared by the Board of
Directors on October 25, 2024 and the same was paid to eligible Members on November 19,
2024.
e second interim dividend approved post-split of face value of equity share e second
interim dividend of Rs. 2.50 per equity share on 1,880,293,885 equity shares of face value
of Rs. 2/- each fully paid-up (post-split) (125%) was declared on January 24, 2025 and the
same was paid to eligible Members on February 17, 2025. e total interim dividend paid
during the Financial Year 2024-25 involved a cash outfow of Rs. 1,297.29 crores. e interim
dividend was paid to Members, subject to deduction of tax at source as per the applicable
rate.
e Board of Directors in its meeting held on April 25, 2025 has recommended a fnal
dividend of Rs. 3/- per equity share of face value of Rs. 2/- each fully paid-up
(post-split) i.e. 150%, for the Financial Year 2024-25 subject to declaration by Members
at the ensuing 46th Annual General Meeting (46th AGM) of the
Company. e fnal dividend on equity shares, subject to the approval of the Members at the
ensuing 46th AGM to be held on July 18, 2025, will be paid on or before August
16, 2025 afer deduction of tax at source ("TDS") to the Members whose names
appear in the Register of Members as of the close of business hours on July 11, 2025
(Record Date) and in respect of shares held in dematerialised form, it will be paid to
Members whose names are furnished by National Securities Depository Limited/ Central
Depository Services (India) Limited ("Depositories"), as benefcial owners as of
the close of business hours on that date. Equity Shares that may be allotted on exercise
of Fresh Stock Options granted under under Shriram Finance Limited Employee Stock Option
Scheme 2023 (No.1) before the Record Date for payment of fnal dividend will rank
pari-passu with the existing equity shares and be entitled to receive the said fnal
dividend.
Your Company has maintained track record of consistent growth in dividend distribution
in line with Dividend Policy of the Company and applicable law.
As stipulated in Regulation 43A of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations''),
the Dividend Distribution Policy forms part of the Corporate Governance Report and is also
available on the website of the Company at https://cdn.shriramfnance.in/sf-kalam/
fles/2025-06/Dividend-Distribution-Policy-24March2025.pdf.
TRANSFER TO RESERVES
Under Section 45-IC (1) of Reserve Bank of India ("RBI") Act, 1934,
non-banking financial companies ("NBFCs") are required to transfer a sum not
less than 20% of its net profit every year to reserve fund before declaration of any
dividend. Accordingly, your Company has transferred a sum of Rs. 1,952.20 crores to
Statutory Reserve.
Further, the amounts proposed to be transferred to General Reserve and to/from
Debenture Redemption Reserve are mentioned in the Financial Highlights under the heading
Appropriations'.
CAPITAL ADEQUACY RATIO
Your Company's total Capital Adequacy Ratio (CAR), as on March 31, 2025 stood at 20.66%
of the aggregate risk weighted assets on balance sheet and risk adjusted value of the
of-balance sheet items, which is well above the regulatory requirement of minimum 15%.
e Tier 1 ratio and Tier 2 ratio as on March 31, 2025 were 20.03% and 0.63%
respectively. Your Company's overall gearing (Debt/Tangible Net-worth) as on March 31,
2025 increased to 4.68x as against 4.39x as on March 31, 2024.
OPERATIONS AND COMPANY'S PERFORMANCE
e total Assets Under Management stood at Rs. 263,190.27 crores as on March 31, 2025 as
compared to Rs. 224,861.98 crores as on March 31, 2024. e Company had 3,220 Branches and
other ofces across India as on March 31, 2025. For the Financial Year ended March 31,
2025, your Company earned Profit Before Tax of Rs. 12,606.02 crores (including exceptional
items) as against Rs. 9,683.64 crores in the previous Financial Year ended March 31, 2024.
e Profit Afer Tax for the Financial Year ended March 31, 2025 was Rs. 9,761.00 crores as
against Rs. 7,190.48 crores in the previous Financial Year. e total income for the year
under consideration was Rs. 43,783.52 crores (including exceptional items of income) and
total expenditure was Rs. 31,177.50 crores (including exceptional items of expense). e
details of income and expenditure and financial ratios are given in the Management
Discussions and Analysis Report forming part of this Annual Report. Your Company continued
to apply prudent liquidity management techniques and adopt strategy of maintaining
adequate liquidity bufer throughout the Financial Year 2024-25 making available adequate
funds for onward lending for business operations meeting its liabilities on time, thereby
further strengthening the trust and confdence reposed on the Company by its customers,
lenders, creditors, fxed deposit holders and security holders. During the year under
review, the Company has mobilised funds from domestic as well as international market in
seamless manner.
Mobilisation of funds during the year under review from following sources/ instruments
was as under:
|
|
(Rs. in crores) |
Particulars |
FY 2024-25 |
FY 2023-24 |
1 Term Loan/cash credit from Banks |
33,788.79 |
40,110.25 |
2 Term Loans from Financial Institutions/ Corporates |
4,992.98 |
4,625.00 |
3 Constituent's Subsidiary General Ledger loan (CSGL loan) |
1,222.58 |
- |
4 Fixed Deposits |
23,317.82 |
17,872.77 |
5 Non-Convertible Debentures Institutional |
14,176.60 |
10,202.60 |
6 External Commercial Borrowings (Loans) |
19,955.64 |
7,725.75 |
7 External Commercial Borrowings (U.S. Dollar Senior Secured Notes) |
4,183.50 |
6,238.50 |
8 Securitisation |
27,664.98 |
22,944.54 |
9 Commercial Papers |
5,025.00 |
6,615.00 |
10 Subordinated Debts |
550.00 |
50.00 |
Loans from Banks and Institutions
DuringtheFinancialYearendedMarch31,2025,theCompany mobilised Rs. 33,788.79 crores
through term loans and cash credit facilities from a diverse array of banks, including
public, private, and foreign institutions. e Company secured Rs. 4,992.98 crores in loans
from financial institutions and corporate entities. Additionally, the Company secured Rs.
1,222.58 crores from CSGL loans. ese achievements refect the Company's robust
relationships with its lending partners, who continue to provide persistent support.
Fixed Deposits
e fxed deposits mobilisation during the Financial Year ended March 31, 2025 continued
to be encouraging on account of popularity of the Company's Fixed Deposit Schemes due to
its long track record of ofering better return and safety of investment and giving good
services to fxed deposit holders. During the Financial Year ended March 31, 2025, the
Company's fund mobilisation from fxed deposits was higher at Rs. 23,317.82 crores as
against Rs. 17,872.77 crores in the Financial Year ended March 31, 2024. In accordance
with the Master Direction - Non-Banking Financial Companies Acceptance of Public Deposits
(Reserve Bank) Directions, 2016, the Company has created a foating charge on the statutory
liquid assets comprising of investment in government securities (face value) to the extent
of Rs. 7,840.44 crores in favour of trustees on behalf of the public deposit holders of
the Company. Your Company continues to ensure a smooth and customer-centric investment
experience, thereby making it a lucrative option for securing the customers financial
future. Your Company periodically sends various intimations via SMS, e-mails, post,
courier etc., to its investors as well as sends reminder emails to Depositors whose TDS is
likely to be deducted before any pay-out/accrual. Your Company also provides a digital
platform - website, Shriram One app, etc for online application/ renewal of deposits,
submission of Forms 15G/15H by all eligible Depositors, generation of TDS certifcates and
seamless investment process for its customers.
As on March 31, 2025, there were 10,445 fxed deposits aggregating to Rs. 143.65 crores
that have matured but remained unclaimed. ere were no deposits, which were claimed but not
paid by the Company. e unclaimed deposits have since reduced to 7,358 deposits amounting
to Rs. 72.41 crores. Appropriate steps are being taken continuously to obtain the
depositors' instructions so as to ensure renewal/ repayment of the matured deposits in
time. e following initiatives were taken to reduce the unclaimed amounts pertaining to
fxed deposits: i) Penny drop testing one month prior to maturity of fxed deposits and
interest pay out date process is being conducted to reduce payment rejection cases. ii)
Deposit holders are being reached out through sms/ calls/email/physical letters, as
applicable including sending communication in vernacular language for quick understanding
by the customers. iii) In case of death of depositors, claim settlement process is advised
to joint depositors/nominee/ legal heir, as the case may be. iv) Unclaimed fxed deposits
are being validated with the depositor's loan account with the Company, if any. v) In case
the cheque is undelivered, the Company deposits the amount in the bank account of the
customer, afer necessary confrmations.
Pursuant to Section 125 of the Companies Act, 2013 (the "Act") read with the
Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016 ("the IEPF Rules") as amended from time to time, matured deposits
remaining unclaimed for a period of seven years from the date they became due for payment
are required to be transferred to the Investor Education and Protection Fund
("IEPF") established by the Central Government. Further, interest accrued on the
deposits which remain unclaimed for a period of seven years from the date of payment are
also required to be transferred to the IEPF under Section 125(2)(k) of the Act. During the
year, the Company has transferred to the IEPF an amount of Rs. 0.70 crores being the
unclaimed amount of matured fxed deposits and Rs. 0.11 crores towards unclaimed/ unpaid
interest accrued on the deposits. e concerned depositor can claim the deposit and/or
interest from the IEPF by following the procedure laid down in the IEPF Rules. e Company
has also hosted the details of unclaimed deposits and unclaimed interest on deposits on
its website at https://www.shriramfnance.in/ investors/investor-information
Non-Convertible Debentures and Subordinated Debts
During the year under review, the Company has raised Rs. 14,176.60 crores
through issuance of privately placed
Rated, Listed, Secured, Redeemable, Non-Convertible Debentures. e proceeds of the issue
have been utilised for fnancing of all asset classes, refnancing of existing debt and
other general purposes of the Company. During the year under review, the Company has
raised Rs. 550.00 crores through issuance of privately placed Rated, Listed,
Unsecured, Redeemable Subordinated Debentures for inclusion as Tier II Capital.
External Commercial Borrowings (ECB') (Senior Secured Notes & Loans)
Commitment towards socio-economic advancement is at the core of the Company's business.
Your Company plays an important role to promote financial inclusion by catering to the
financial needs of millions, in particular First Time Borrowers ("FTB"),
Driver-Turned-Owners ("DTOs"), Small Road Transport Operators
("SRTOs"), Micro, Small and Medium Enterprises ("MSMEs") by ofering
afordable fnance on pre-owned commercial vehicles, construction equipment, tractor and
farm equipment loan which accounted for 74.38% of the Company's lending portfolio as on
March 31, 2025.
e Company's Social Finance Framework meets the criteria and guidelines for the
allocation of proceeds of the Social Bonds as per International Capital Market Association
("ICMA") Social Bond Principles 2023 ("SBP") and the Loan Market
Association ("LMA"), Asia Pacifc Loan Market Association ("APLMA") and
the Loan Syndication and Trading Association's ("LSTA") Social Loan Principles
(2023). More details in this regard are available in the ESG Report forming part of the
Annual Report. e updated Social Finance Framework is available on the Company's website
at:
https://cdn.shriramfnance.in/sf-kalam/fles/2023-12/SFL-Social-Finance-FrameworkfDec-2023f0.pdf
In the past, the Company availed loans from various international agencies including Asian
Development Bank (ADB), US Development Finance Corporation (DFC), MUFG International
Financial Corporation, Proparco, OeEB, etc.
On September 30, 2024, the Company issued USD 500,000,000 6.15% Senior Secured Notes
due 2028 ("Social Bonds") under the USD 3,500,000,000 Global Medium Term Note
Programme to the Qualifed Institutional Buyers (QIBs) under the Rule 144A of the U.S.
Securities Act 1933 and to the eligible investors outside United States under Regulation
S of the U.S. Securities Act 1933.
During the year under review, the Company availed ECB Loans of USD 1,750 million, EUR
483 million and AED 275.475 million out of which USD 1,725 million, EUR 483 million and
AED 275.475 million were under the Company's Social Finance Framework. e proceeds of Loans
and Senior Secured Notes issued have been utilised by the Company to fnance investments in
Eligible Social Projects in accordance with International Capital Market Association
("ICMA") Social Bond Principles 2023 ("SBP") and the Loan Market
Association ("LMA"), Asia Pacifc Loan Market Association ("APLMA") and
the Loan Syndication and Trading Association's ("LSTA") Social Loan Principles
(2023) as permitted by the ECB Guidelines. All External Commercial Borrowings are fully
hedged to mitigate risk of exchange rate volatility.
Securitisation
During the Financial Year 2024-25, the Company securitised its assets worth Rs.
27,664.97 crores (accounting for 10.51% of the total Assets Under Management as on March
31, 2025). With securitisation, the Company ensures better borrowing profle, leading to
lower interest liability owing to its lending to priority sector. e outstanding direct
assigned portfolio stood at Rs. 3,274.36 crores as on March 31, 2025.
EMPLOYEE SHARE BENEFIT SCHEME/PLAN
Shriram Finance Limited Employee Stock Option Scheme 2023 (No.1)
Your Company has Shriram Finance Limited Employee Stock Option Scheme 2023 (No.1)
("SFL ESOS 2023 (No.1)") created in lieu of Shriram City Union Finance Limited
Employee Stock Option Scheme 2013 (SCUF ESOS 2013) as an integral part of the Composite
Scheme of Arrangement and Amalgamation inter-alia, involving amalgamation of Shriram City
Union Finance Limited (SCUF) with the Company (Scheme of Arrangement and Amalgamation) and
in order to continue the stock option benefts of the eligible employees of erstwhile SCUF.
During the year under review, consequent to sub-division / split of equity shares
efective from January 10, 2025 being the Record Date: i. the Exercise Price of Rs. 193.55
for per equity share of face value of Rs. 10/- each fully paid-up was adjusted to Rs.
38.71 for per equity share of face value of Rs. 2/- each fully paid-up and ii. the total
number of Fresh Options Vested but Unexercised were adjusted to 23,34,190 (each Fresh
Option to subscribe to one equity share of face value of Rs. 2/- each fully paid-up)
Further, during the year under review, no material changes were made to the SFL ESOS 2023
(No.1). e SFL ESOS 2023 (No.1) is in compliance with the Securities and Exchange Board of
India (Share Based Employee Benefts and Sweat Equity) Regulations, 2021 ("SBEB &
SE Regulations"). A Certifcate issued by SPNP & Associates, Secretarial Auditor
of the Company for the FY 2024-25, certifying that the SFL ESOS 2023 (No.1) has been
implemented in accordance with the SBEB & SE Regulations and the same would be made
available for inspection by the Members through electronic mode at the ensuing 46th
AGM.
Disclosure pursuant to the provisions of Regulation 14 of the SBEB & SE Regulations
as at March 31, 2025 is annexed as
Annexure-I.
e same is also hosted on the website of the Company at
https://www.shriramfnance.in/investors/fnancials
Shriram Finance Limited Employees Phantom Stock Appreciation Rights Plan 2024
Your Company has formulated Shriram Finance Limited Employees Phantom Stock
Appreciation Rights Plan 2024 ("PSAR Plan") with an objective to: provide
means to enable the Company to attract and retain appropriate human talent;
motivate the employees / directors with incentives and reward opportunities;
achieve sustained growth of the Company and the creation of shareholders' value by
aligning the interests of the employees / directors which will lead to long-term wealth
creation; create a sense of ownership and participation amongst the employees /
directors or otherwise increase their proprietary interest; and provide additional
deferred rewards to the employees/ directors.
Since, it is a pure cash settled Phantom Stock Appreciation Rights Plan and there is no
involvement of fresh issuance/ purchase of equity shares of the Company, the provisions of
SBEB & SE Regulations do not apply to the said PSAR Plan.
Under the PSAR Plan, the Nomination and Remuneration Committee at its meeting held on
March 24, 2025, approved the granting of: i. 1,65,000 SAR Units to Whole-Time Directors,
ii. 1,80,000 SAR Units to Key Managerial Personnel (KMP) other than Whole-Time Directors
and iii. 9,35,000 SAR Units to Senior Management Personnel (SMP)
DIRECTORS
Appointment of Independent Directors
e Board of Directors based on the recommendation of the Nomination and Remuneration
Committee and in terms of Article 21 of the Articles of Association of the Company and
Section 161(1) of the Act in its meeting held on June 1, 2024 appointed Mr. Gokul Dixit
(DIN 00357170) and Mrs. M. V. Bhanumathi (DIN 10172983) as Additional Directors of the
Company, in the category of Non-executive Independent Director, not liable to retirement
by rotation, for a term of
5 (fve) consecutive years commencing from June 1, 2024 to May 31, 2029, subject to
approval of Members of the Company. It is recalled that the Members of the Company in the
last Annual General Meeting i.e. 45th AGM held on July 30, 2024 approved the
appointment of Mr. Gokul Dixit (DIN 00357170) and Mrs. M. V. Bhanumathi (DIN 10172983) as
Independent Directors of the Company by way of passing the special resolutions.
Change in designation of Mr. Parag Sharma, Managing Director & Chief Financial
Ofcer
It is recalled that the Members of the Company in the last Annual General Meeting i.e.
45th AGM held on July 30, 2024 elevated and re-designated Mr. Parag Sharma (DIN
02916744) as Managing Director & CFO of the Company w.e.f. June 01, 2024 on the same
remuneration for the remainder tenure of present term of his appointment i.e. up to
December 12, 2026.
Re-appointment of Director retiring by rotation
Mr. Ignatius Michael Viljoen (DIN 08452443), Non-Executive NonIndependent
Director of the Company will retire by rotation at the ensuing 46th AGM and
being eligible, ofers himself for re-appointment. e Nomination and Remuneration Committee
and the Board of Directors in their respective meetings held on April 24, 2025 and April
25, 2025 considered and recommended to the Members the re-appointment of Mr. Ignatius
Michael Viljoen as Non-Executive Director of the Company. e necessary resolution for his
re-appointment as director of the Company retiring by rotation together with requisite
disclosure is set out in the Notice of the 46th AGM.
Cessation of Directors upon completion of tenure of directorship
Mr. S. Sridhar (DIN 00004272) and Mrs. Maya S. Sinha (DIN 03056226) Independent
Directors had completed their tenure of directorship in the Company on October 19, 2024
and December 3, 2024 respectively pursuant to Section 149(11) of the Act. Consequently,
they ceased to be a Director of the Company with effect from October 20, 2024 and December
4, 2024 respectively. e Company and senior management was immensely benefited from their
mature advice and guidance. e Board had expressed its sincere gratitude and placed on
record its appreciation of their significant contribution during their tenure as Directors
of the Company.
Fit and Proper and Non-Disqualification Declaration by Directors
All the Directors of the Company have confirmed that they satisfy the ft and
proper' criteria as prescribed under Chapter XI of Master Direction Reserve Bank of
India (Non-Banking Financial Company Scale Based Regulation) Directions, 2023, and
that they are not disqualified from being appointed/re-appointed/continuing as Director in
terms of Section 164(1) and (2) of the Act.
Declaration by Independent Directors
Pursuant to the provisions of Section 149 of the Act, the Independent Directors have
submitted declarations that each of them meets the criteria of independence as provided in
Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of
the Listing Regulations. ere has been no change in the circumstances affecting their
status as Independent Directors of the Company. Further, the Independent Directors have
also confirmed that they are not debarred from their ofce of director by order of SEBI or
any other authority.
Policies on appointment of Directors and Remuneration
e management of the Company is immensely beneftted from the guidance, support and
mature advice from members of the Board of Directors who are also members of various
committees. e Board consists of directors possessing diverse skill, rich experience to
enhance quality of its performance. e Company has adopted a Policy on Board Diversity
formulated by the Nomination and Remuneration Committee. e Company's Remuneration Policy
is framed for remuneration of Directors (Executive and Non-Executive), Key Managerial
Personnel and Senior Management Personnel in line with the requirement of the Section 178
of the Act, Regulation 19 read with Part D of Schedule II to the Listing Regulations and
Master Direction Reserve Bank of India (Non-Banking Financial Company
Scale Based Regulation) Directions, 2023. ese Policies are available on the
Company's website at https://www. shriramfnance.in/investors/governance. e Company has
also formulated policy on Succession Planning for Directors and Key Managerial Personnel
for continuity and smooth functioning of the Company.
Number of Meetings of the Board
During the Financial Year 2024-25, 9 (Nine) meetings of the Board of Directors were
held on April 26, 2024, May 13, 2024, June 01, 2024, July 26, 2024, July 30, 2024, October
25, 2024, November 15, 2024, January 24, 2025 and March 24, 2025. e details of the Board
and various Committee meetings including their attendance are given in the Corporate
Governance Report.
Performance evaluation at Board and Independent Directors' Meetings
e Board, the Committees of the Board and Independent Directors continuously strive for
efcient functioning of Board and its committees and better corporate governance practices.
A formal performance evaluation was carried out at the meeting of the Board of Directors
held on March 24, 2025 where the Board made an annual evaluation of its own performance,
the performance of Directors individually as well as the evaluation of the working of its
various Committees for the Financial Year 2024-25 on the basis of a structured
questionnaire on performance criteria. e Policy on performance evaluation is available on
the website of the Company. e Board expressed its satisfaction with the evaluation
process. e observations made during the evaluation process were noted and based on the
outcome of the evaluation and feedback of the Directors, the Board and the management
agreed on various action points to be implemented in subsequent meetings. e evaluation
process endorsed cohesiveness amongst directors, the openness of the management in sharing
the information with the Board and placing various proposals for the Board's consideration
and approval.
e Independent Directors met on March 24, 2025 without the presence of other directors
or members of Management. All the Independent Directors were present at the meeting. In
the meeting, the Independent Directors reviewed performance of NonIndependent
Directors, the Board as a whole and Chairman. ey assessed the quality, quantity and
timeliness of fow of information between the Company Management and the Board. e minutes
of the Independent Directors' meeting were placed before the Board Meeting held on April
25, 2025 and the same were noted by the Board. e Independent Directors expressed
satisfaction over the performance and efectiveness of the Board, individual
Non-Independent Directors and the Chairman. ey also expressed satisfaction with regard to
the fow of information between the Management of the Company and the Board. e Management
took note of various suggestions made in the meeting of Independent Directors. e
Independent Directors played active role in Board as well as Committee meetings in which
they are members. e members of the Audit Committee without the presence of members of
Management had a separate meeting with the Joint Statutory Auditors which covered Audit
issues in general and the framework and the process of Internal Audit in specifc. e
members of the Audit Committee without the presence of members of Management also had a
separate meeting with credit rating agencies.
KEY MANAGERIAL PERSONNEL
During the year under review, there was no change (appointment/resignation) in the Key
Managerial Personnel of the Company. e following persons continued as Key Managerial
Personnel ("KMP") of the Company pursuant to Sections 2(51) of the Act:
1. Mr. Umesh Revankar, Executive Vice-Chairman |
2. Mr. Y. S. Chakravarti, Managing Director & CEO |
3. Mr. Parag Sharma, Managing Director & CFO |
4. Mr. U Balasundararao, Company Secretary & |
Compliance Ofcer |
5. Mr. S. Sunder, Joint Managing Director (not being part |
of the Board) |
6. Mr. Hardeep Singh Tur, Chief Risk Ofcer (not being |
part of the Board) |
7. Mr. R. Chandrasekar, Joint Managing Director & Chief |
Compliance Ofcer (not being part of the Board) |
DIRECTORS' RESPONSIBILITY STATEMENT |
Pursuant to the provisions of Section 134(3)(c) and Section |
134(5) of the Companies Act, 2013 the Directors to the best |
of their knowledge and belief confrm that: |
a) In the preparation of the annual accounts for the |
fnancial year ended March 31, 2025, the applicable |
accounting standards have been followed and there are |
no material departures; |
b) e accounting policies as mentioned in note 1 to note |
7 to the Standalone financial statements and note 1 to |
8 to the Consolidated financial statements have been |
selected and applied consistently, and judgments and |
estimates have been made that are reasonable and |
prudent so as to give a true and fair view of the state of |
afairs of the Company as at March 31, 2025 and of the |
profit of the Company for the year ended on that date; |
c) Proper and sufcient care has been taken for the |
maintenance of adequate accounting records in |
accordance with the provisions of the Companies Act, |
2013, for safeguarding the assets of the Company and for |
preventing and detecting fraud and other irregularities; |
d) e annual accounts for the financial year ended March |
31, 2025 have been prepared on a going concern basis; |
e) ey have laid down adequate internal financial controls |
to be followed by the Company and that such internal |
fnancial controls are adequate and were operating |
efectively; and |
f) ey have devised proper systems to ensure compliance |
with the provisions of all applicable laws and that such |
systems were adequate and operating efectively. |
RBI GUIDELINES
Your Company has generally complied with the various requirements prescribed under the
Master Direction Reserve Bank of India (Non-Banking Financial Company
Scale Based Regulation) Directions, 2023 for NBFC-UL within the specifed
timelines including adopting policies for enhanced regulatory framework, Internal Capital
Adequacy Assessment Process Policy (ICAAP), complying with large exposure norms, setting
limits for sensitive sector exposure, etc. e Company continues to comply with the Master
Direction Reserve Bank of India (Non-Banking Financial Company Scale Based
Regulation) Directions, 2023 and all the applicable laws, regulations, guidelines, etc.
prescribed by RBI from time to time.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Pursuant to Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility
and Sustainability Report ("BRSR") is annexed and forms part of the Annual
Report. e Company has appointed Vinay and Keshava LLP, Chartered Accountants for obtaining
reasonable assurance on BRSR core indicators and the Assurance Report issued in this
regard forms part of BRSR for the Financial Year 2024-25.
CORPORATE SOCIAL RESPONSIBILITY fCSRf
e CSR Committee comprises of following directors namely, Mr. Umesh Revankar
Chairman, Mr. Pradeep Kumar Panja and Mr. Y. S. Chakravarti as members. e CSR Report for
the Financial Year 2024-25 is annexed to this report as Annexure-II. e details of
the ongoing and other than ongoing CSR projects/ programs/ activities are included in the
CSR Report. e CSR Policy is uploaded on the Company's website at
https://www.shriramfnance.in/ investors/governance.
ANNUAL RETURN
In accordance with the provisions of Section 92(3) of the Act, Annual Return of the
Company is hosted on website of the Company at https://www.shriramfnance.in/investors/
fnancials?section=annual-reports.
CONSERVATION OF ENERGY, TECHNICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
e information pursuant to Section 134(3)(m) of the Act read with Companies (Accounts)
Rules, 2014 is as follows: a. Your Company's operations are not energy intensive. Company
continues its initiatives for conservation of energy, the details of which are given in
Business Responsibility and Sustainability Report. b. Technology absorption -
(i) the eforts made towards technology absorption Digital Initiatives
During the year under review, your Company had taken various Digital Initiatives which
included the following: launch of Shriram One Super Store (App and Web), a
revolutionary all-in-one financial platform enabling users to manage loans, payments,
investments, insurance, and credit score and the same was also recognized as the "Best
Product Innovator NBFC" at the INDIA NBFC Summit & Awards 2023.
launch of a complete paperless process for onboarding, underwriting, and disbursal across
Shriram Super Web and Shriram One App, with 30+ digital loan journeys.
recognized by Industry in Digital Transactions, ranked 40th in UPI
transactions, ahead of major players and ranked under 20th in BBPS
Transactions, ahead of many other players.
gained Operational Efciency in automated digital document management, increased
online transaction volume with reduced errors, faster turnaround times with enhanced
customer experience, etc.
Digital Adoption & Technological Innovations 34% of total existing customers
onboarded digitally, 66% of customers onboarded digitally are New to the Company, 68% of
customers onboarded are active on digital platforms and 85% of the total customers
onboarded have conducted atleast one transaction digitally.
Automated Credit Deaccessioning and Customer Segmentation 30+ digital journeys
available on Shriram One (Super App & Web) for seamless customer onboarding,
underwriting, and loan servicing, utilizes big data analytics to ofer personalized loan
products based on customer profles and enhanced cross-sell and up-sell strategies,
improving customer engagement.
Revolutionizing Digital Credit Management - LOS
Your Company has embraced best-in-class digital credit management practices to enhance
efciency and customer experience. At the core of this transformation is Loan Origination
System (LOS), a strategic initiative aimed at streamlining loan processing, reducing
turnaround time (TAT), and improving user-friendliness through automation and AI-driven
solutions.
Key Features & Innovations
45% Reduction in Data Entry Fields: Faster application processing.
Enhanced UI/UX with Flutter Migration: Improved usability and customer
experience.
Integrated KYC stack: Efcient data validation and retrieval.
Digital Document Collection & e-Signing: Minimizing physical paperwork and
reducing costs.
(ii) the benefts derived like product improvement, cost reduction, product development
or import substitution
During the year under review, your Company had seen significant reduction in loan
processing time, cost savings, increased productivity for sales executives, higher
adoption rates, gained Customer-Centric Benefts such as faster & more efcient loan
approvals, enhanced dealer perception, seamless documentation & application process,
dynamic pricing & loan eligibility insights, etc.
Commitment to Security & Digital Growth - Ziva 2.0 ensures robust data security
while expanding digital capabilities, allowing customers to apply, track, and receive loan
updates online. By leveraging technology, the Company has cemented its reputation as a
market leader, driving innovation and delivering exceptional service in the financial
industry.
Key Pillars of the Company's Digital Strategy
Omni-channel Orchestration, AI-Driven Personalization, Super App to Super Store
Transition, Automated Customer Service, SEO-Optimized Digital Assets, Data-Driven Lending
& Expansion, etc. is structured plan ensures that the Company remains at the forefront
of digital financial services, customer engagement, and business expansion over the next
3-5 years.
(iii) in case of imported technology (imported during the last three years reckoned
from the beginning of the financial year) - Not Applicable (iv) the expenditure
incurred on Research and Development -
Your Company has not incurred any expenditure on Research and Development during the
year under review. c. e Company earned Foreign Exchange Earnings of Rs. 1.69
crores. d. Outgo under Foreign Exchange Rs. 555.69 crores.
LOANS, GUARANTEE OR INVESTMENTS IN SECURITIES
e loan made, guarantee given or security provided in the ordinary course of business by
a Non-Banking Financial
Company registered with Reserve Bank of India are exempt from the applicability of
provisions of Section 186 of the Act. As such, the particulars of loans and guarantee have
not been disclosed in this Report. During the year under review, the Company has invested
surplus funds in various securities in the ordinary course of business. For details of the
investments of the Company, refer to Note 13 of the financial statements.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the year under review, all related party transactions entered into by the
Company were in the ordinary course of the business and at an arm's length basis. Hence,
no disclosure in Form AOC-2 is necessary and the same does not form part of this report.
For details of the transactions with related party(ies) entered into in the ordinary
course of business on an arm's length basis, refer to the Note 51 to the financial
statements.
As required under the Master Direction Reserve Bank of India (Non-Banking
Financial Company Scale Based Regulation) Directions, 2023 and Listing Regulations,
the policy on materiality of related party transactions and dealing with related party
transactions as approved by the Board is uploaded on the Company's website at https://
cdn.shriramfinance.in/sfl-kalam/files/2025-04/Policy-on-Materiality-of-Related-Party-Transactions.pdf
ere are no materially significant related party transactions made by the Company with
Promoters, Directors, Key Managerial Personnel or other designated persons which may have
a potential confict with the interest of the Company at large. None of the Directors has
any pecuniary relationship or transaction vis-?-vis the Company save and except the
payment of sitting fees and commission paid to Independent Directors, remuneration to
Whole-Time Directors apart from transactions in the ordinary course of business and at an
arm's length basis at par with any member of general public. e Company did not advance any
loans to any of its Directors. e details of the transactions with Related Parties are
provided in the Note 51 to the Financial Statements.
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
e Company's Whistle Blower policy provides a mechanism under which an employee/director
of the Company may report unethical behaviour, suspected or actual fraud, violation of
code of conduct and personnel policies of the Company. e Vigil Mechanism ensures standards
of professionalism, honesty, integrity and ethical behaviour. e Whistle Blower
Policy/Vigil Mechanism is uploaded on the Company's website: https://cdn.shriramfnance.in/
sf-kalam/fles/2025-04/Whistle-Blower-Vigil-Mechanism-Policy-2025f0.pdf.
FINANCIAL SUMMARY/HIGHLIGHTS
Income for the Financial Year 2024-25 increased by 25.10% to Rs. 43,783.52 crores
(including exceptional items) as compared to Rs. 34,997.61 crores in the previous
Financial Year 2023-24; Income from operations for the Financial Year 2024-25 was Rs.
41,834.42 crores as compared to Rs. 34,964.41 crores in the previous Financial Year
2023-24, a growth of 19.65%; Profit before tax for the Financial Year 2024-25 was Rs.
12,606.02 crores as compared to Rs. 9,683.64 crores in the previous Financial Year
2023-24; Profit afer tax for the Financial Year 2024-25 was Rs. 9,761.00 crores as
compared to Rs. 7,190.48 crores in the previous Financial Year 2023-24. Interest income
increased by 19.96% from Rs. 33,599.66 crores for the year ended March 31, 2024 to Rs.
40,307.64 crores for the year ended March 31, 2025. Finance costs increased by 24.67% from
Rs. 14,802.60 crores for the year ended March 31, 2024 to Rs. 18,454.58 crores for the
year ended March 31, 2025.
Other expenses increased from Rs. 1,776.40 crores for the year ended March 31, 2024 to
Rs. 2,275.04 crores for the year ended March 31, 2025.
Our fees and commission expenses for the Financial Year 2024-25 was Rs. 572.46 crores
as compared to Rs. 432.21 crores in Financial Year 2023-24.
RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROL SYSTEM
e Company's Risk Management Policy deals with identifcation, mitigation and management
of risks across the organisation. is has been dealt with the Management Discussion and
Analysis annexed to the Annual Report. e Company's well-defned organisational structure,
documented policy guidelines, defned authority matrix and internal financial controls
ensure operational efectiveness, reliability of financial data and compliance with
applicable laws, regulations and Company's policies.
e financial control framework includes internal controls, delegation of authority
procedures, segregation of duties, system access controls, and document fling and storage
procedures. e Internal Auditor ensures the continued efectiveness of the Company's
internal control system. e Audit Committee reviews internal financial control reports
prepared by the internal auditor. e Company has framed risk based internal audit policy as
part of its oversight function. e objective of risk based internal audit review is to
identify the key activities and controls in the business processes, review efectiveness of
business processes and controls, assess the operating efectiveness of internal controls
and provide recommendations for business process and internal control improvement.
COMPOSITION OF AUDIT COMMITTEE
e Audit Committee comprised of the following Independent Directors:
Name of the Member |
Status |
Mr. S. Sridhar |
Chairman |
(ceased to be Chairman w.e.f. October 01, |
|
2024) |
|
Mr. Pradeep Kumar Panja |
Chairman |
(w.e.f. October 01, 2024) |
|
Mrs. Maya S. Sinha |
Member |
(ceased to be Member w.e.f. December 04, |
|
2024) |
|
Mr. S. Ravindran |
Member |
Mr. Gokul Dixit (w.e.f. July 01, 2024) |
Member |
Mrs. M. V. Bhanumathi (w.e.f. July 01, 2024) |
Member |
During the year under review, all recommendations of the Audit Committee were approved
and accepted by the Board. For brief terms of reference, please refer to Report on
Corporate Governance.
FRAUD MONITORING AND REPORTING
Pursuant to revised Master Directions - "Reserve Bank of India (Fraud Risk
Management in NBFCs) Directions, 2024" on Fraud Risk Management in Non-Banking
Financial Companies (NBFCs) (including Housing Finance Companies) dated July 15, 2024
issued by Reserve Bank of India ("Master Directions"), your Company has
constituted Special Committee of the Board for Monitoring and follow-up cases of Frauds
(SCBMF) to oversee the efectiveness of fraud risk management and to monitor the cases of
frauds, including root cause analysis and mitigating measures and strengthen the internal
controls, risk management framework to prevent / minimize the incidence of frauds.
Your Company has prepared Framework for Early Warning Signals (EWS) on Fraud that aims
to establish a robust system for the early detection and prevention of fraud. e framework
outlines the governance structure, key indicators, and reporting mechanisms to ensure
timely identifcation and mitigation of fraudulent activities. Your Company also has in
place Fraud Risk Management & Prevention Policy. Audit Committee reviews incidents of
fraud quarterly. During the year under review, instances of frauds were detected and
reported by the Management to the Audit Committee and the Board as per the Master
Directions. Among other things, details reported included modus operandi, amount involved,
identity of the perpetrators of fraud, action taken against them and remedial actions
taken to mitigate the risk. Further, the same was also reported to RBI and Joint Statutory
Auditors. e Joint Statutory Auditors, in turn, have also brought these cases to the
attention of the Audit Committee pursuant to circular issued by National Financial
Reporting Authority (NFRA') dated June 26, 2023.
During the year under review, the amount involved in above said cases were
approximately Rs. 7.82 crores in aggregate out of which around Rs. 0.46 crores has been
recovered till date. Pursuant to Section 143(12) of the Act read with the Companies (Audit
and Auditors) Rules, 2014, one instance of fraud committed by the employees of the Company
was reported by the previous Joint Statutory Auditors to the Audit Committee and the
Central Government. e nature of these frauds covered documentation fraud, identity thef
and misappropriation of funds. e Company confrms that none of the above reported frauds
had involvement of the Management or an employee having a significant role in the
Company's internal control system over financial reporting.
CYBER SECURITY
Your Company adopted ISO 27001- 2022 standards, practices its processes and upgrade its
implementation on regular basis to maintain the information security as per the market
trend. Your company has established disaster recovery centres and have in place various
security controls to mitigate risks, safeguard the Company against security breaches and
technological lapses located in diferent zones, periodic upgrading of servers and data
storage, adopting new technology for data management.
On regular basis diferent types of system audits are conducted by the external and
internal auditors. Board constituted IT Strategy Committee governs the security policies
and its implementation as per the Company's Corporate Governance process. To improve cyber
security system, the Company continuously invests towards upgrading the technology, IT
security related implementation, training and awareness programme. Your Company follows
Zero-Trust Security model to strengthen the security of all users devices without
sacrifcing performance. During the year, new initiatives were taken in areas of Digital
Platforms, API Security, Email Security and Attack Surface Management. Your Company has
also adopted a continuous Vulnerability Assessment and Penetration Testing (VAPT) to
protect all our digital assets.
OTHERS
ere were no material changes and commitments, afecting the financial position of
the Company which has occurred between the end of the financial year of the Company and
the date of the Directors' report.
ere are no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and the Company's operations in future. For
other orders, please refer to Note 50 of the financial statement containing details of the
contingent liabilities.
ere was no change in the nature of business of the Company.
e Company has a policy for prevention of Sexual Harassment for Women at
Workplace. An Internal Complaints Committee has been constituted in line with the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
("POSH Act"). On February 25, 2025, the Company had arranged online Training
Workshop under the POSH Act at PAN India Level, to make the Internal Complaints Committee
members aware of the provisions of the POSH Act. One of the renowned Advocates of Bombay
High Court conducted the training. e Company has in place a Module on "PREVENTION OF
SEXUAL HARASSMENT IN WORKPLACE" (POSH) in - MyCoach E-Learning Platform, for
sensitising the employees with the provisions under the POSH. e following is a summary of
Sexual Harassment complaint(s) received and disposed of during the FY
2024-25, pursuant to the POSH Act and Rules framed thereunder: a) Number of
complaint(s) of Sexual Harassment received during FY 2024-25 4 (four) b) Number of
complaint(s) disposed of during FY 2024-25 4 (four) c) Nature of action
taken by the Company - Out of 4 cases reported, one case fell under the purview of POSH
Act and the same was upheld. e employee was terminated from the services of the Company.
Disclosure regarding details relating to deposits covered under Chapter V of the
Act is not applicable since the Company is a Non-Banking Financial Company regulated by
Reserve Bank of India. e Company accepts deposits as per Master Direction - Non-Banking
Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016.
e Company has obtained a certifcate from the statutory auditor certifying that
the Company has complied with the requirements of the Regulation 9 of the Master Direction
Foreign Investment in India with regard to downstream investments.
e Company has complied with Secretarial Standards issued by the Institute of
Company Secretaries of India on Board Meetings, General Meetings and Dividend.
ere were neither any applications fled by or against the Company nor any
proceedings were pending under the Insolvency and Bankruptcy Code, 2016 during the year
under review.
During the year under review, there was no instance of one-time settlement with
Banks or Financial Institutions. Hence, the reasons of diference in the valuation at the
time of one-time settlement and valuation done while taking loan from the Banks or
Financial Institutions are not reported as per Rule 8(5)(xii) of Companies (Accounts)
Rules, 2014.
e Company has not defaulted in repayment of loans from banks and financial
institutions. ere were no delays or defaults in payment of interest/principal of any of
its debt securities.
e provision of Section 148 of the Act relating to maintenance of cost records
and cost audit are not applicable to the Company.
e Company has completed all corporate actions within the specifed time limits. e
equity shares of the Company were not suspended from trading during the year on account of
corporate actions or otherwise.
e voting rights are exercised directly by the employees in respect of equity
shares allotted under the Shriram Finance Limited Employee Stock Option Scheme 2023
(No.1). us, the disclosure requirements pursuant to Rule 16(4) of the Companies (Share
Capital and Debentures) Rules, 2014 is not applicable.
Disclosures pursuant to RBI Master Directions, unless provided in the Directors'
Report form part of the notes to the standalone financial statements and Report on
Corporate Governance.
SUBSIDIARY AND ASSOCIATE
Acquisition of new Subsidiary Shriram Overseas Investments Private Limited
e Audit Committee and the Board of Directors at their respective meetings held on April
26, 2024, subject to approval of RBI, approved acquisition of 100% equity stake in Shriram
Overseas Investments Private Limited (CIN- U65990TN1995PTC129168) (SOIPL) from Shriram
Investments Holdings Private Limited for the purpose of carrying Primary Dealership
business.
SOIPL is a Non-Banking Financial Company within the promoter group and engaged in the
business of investment in, acquire and hold, underwrite, subscribe for and/or sell or
dispose shares, bonds, stocks, securities, debenture stocks issued by any company
constituted and carrying on business in India or elsewhere, and also act as underwriters
and brokers of stock, shares, debentures, Government Bonds, Units of Unit Trust of India,
National Savings Certifcate, Fixed Deposits and other savings instruments. Post
acquisition by the Company, SOIPL will make necessary application to Reserve Bank of India
for undertaking Primary Dealership business. Accordingly, the name of the Company would be
changed to "Shriram Gilts Limited" or any other name as may be approved by
Registrar of Companies to align the name with the business of Primary Dealership. e
current fxed income activities of the Company can be rolled into Primary Dealership which
will get a boost from wider acceptability and balance sheet capabilities. e Company
intends to acquire entire share capital of the SOIPL which will commence Primary
Dealership business on receipt of necessary approval/license of Primary Dealership from
Reserve Bank of India. ere exists significant opportunity to access to fxed income market
with guaranteed source of funds through acquiring Primary Dealership license from RBI.
Update from April 1, 2025 and upto the date of this Report
On April 1, 2025, the RBI had conveyed its approval for change in control of SOIPL by
way of acquisition of 100% shareholding in SOIPL by the Company and the appointment of Mr.
Umesh Revankar, Executive Vice Chairman and Mr. Parag Sharma, Managing Director & CFO
of the Company as Directors on the board of SOIPL, subject to compliance with conditions
specifed therein.
Cessation of Subsidiary - Shriram Housing Finance Limited
During the year under review, the Board of Directors at its meeting held on May 13,
2024 considered and approved the proposal for disinvestment/sale/ transfer of its entire
stake of the paid-up equity share capital in Shriram Housing Finance Limited, high value
debt-listed non-material subsidiary of the Company ("SHFL") to Mango Crest
Investment Ltd (afliate of Warburg Pincus) for a consideration up to Rs. 3,909
crores along with certain additional amounts based on occurrence of identifed events,
subject to the receipt of requisite approvals from regulatory authorities and fulflment of
other customary conditions, as per the terms and conditions specifed in the Share Purchase
Agreement and other ancillary agreements. In this regard, the Share Purchase Agreement was
executed on May 13, 2024. SHFL had received approval from the Competition Commission of
India (CCI') and the Reserve Bank of India (RBI') on August 20, 2024 and
October 21, 2024, respectively. Accordingly, the Company had transferred 308,111,107
equity shares of SHFL to the Purchaser for a consideration of Rs. 3,929.03 crores on
December 11, 2024, Consequently, SHFL ceased to be subsidiary of the Company with efect
from December 11, 2024.
Associate - Shriram Automall India Limited
Shriram Automall India Limited (CIN U50100TN2010PLC074572) ("SAMIL"), an
associate of the Company engaged in facilitating buying and selling of passenger vehicles,
commercial vehicles, construction equipment, farm equipment, two wheelers, three wheelers,
gold and properties by providing a professionally managed auction platform to its
customers in phygital, physical and online mode. As on March 31, 2025, SAMIL has 126
Automalls including Feeder Yards and Park and Sale point Yards located across the Country.
As per the audited financial statements of SAMIL for the year ended March 31, 2025, its
total income from operations and Net Profit was Rs. 233.89 crores and Rs. 27.64 crores
respectively, on consolidated basis. e said financial statements of SAMIL will be made
available to Members on request.
Pursuant to Section 129 of the Act read with Rule 5 to the Companies (Accounts) Rules,
2014, the statement containing salient features of the financial statement of subsidiary
and associate company in Form AOC-1 forms part of the Annual Report. e consolidated
financial statements forming part of this Annual Report are prepared in compliance with
the applicable Indian Accounting Standards and Listing Regulations. Pursuant to the
provisions of Section 136 of the Act, the financial statements of the Company and its
subsidiary (SHFL) are placed on the Company's website at
https://www.shriramfnance.in/investors/fnancials.
During the Financial Year 2024-25, SHFL had ceased to be subsidiary of the Company and
there was no other entity which became or ceased to be subsidiary, joint venture or
associate of the Company.
PARTICULARS OF EMPLOYEES AND REMUNERATION
Disclosures 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 directors to median
remuneration of employees, percentage increase in the median remuneration, are annexed to
this Report as Annexure - III.
Statement containing the names of the top ten employees in terms of remuneration drawn
and the particulars of the employees who were in receipt of remuneration in excess of Rs.
1,02,00,000 during the year or excess of Rs. 8,50,000 per month during any part of the
year as prescribed under Section 197(12) of the Act read with Rule 5(2) and (3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forming part
of this Report is open for inspection by the Members through electronic mode. In terms of
the proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the
Members excluding the aforesaid annexure. Any Member interested in obtaining a copy of the
same may write to the Company Secretary at secretarial@shriramfnance.in.
e Managing Director & CEO of the Company as per the terms of his appointment, did
not draw any commission or remuneration from SHFL during the year.
STATUTORY AUDITORS
In compliance with the RBI Guidelines on appointment of statutory auditor(s) by
Non-Banking Financial Company
("NBFC") vide Circular RBI/2021-22/25 Ref. No. DoS.
CD.ARG/SEC.01/08.91.001/2021-22 dated April 27, 2021 ("RBI Guidelines") and
pursuant to Section 139(8)(i) of the Act, the Members of the Company appointed M/s. G. D.
Apte & Co., Chartered Accountants, Mumbai (ICAI Firm Registration No. 100515W) and M/s
M M Nissim & Co LLP, Chartered Accountants, Mumbai (ICAI Firm Registration No.
107122W/W100672) as the Joint Statutory Auditors of the Company at the 45th
Annual General Meeting held on Tuesday, July 30, 2024 to hold ofce from the conclusion of
45th Annual General Meeting of the Company till the conclusion of 48th
Annual General Meeting of the Company to conduct the audit of accounts of the Company for
a term of three consecutive financial years ending March 31, 2025, March 31, 2026 and
March 31, 2027.
Approval of the Members at the ensuing 46th AGM of the Company is being
sought for fxation of remuneration of Joint Statutory Auditors of the Company for the
Financial Year 2025-26 based on recommendation of the Audit Committee and approval of the
Board of Directors pursuant to Section 142 and other applicable provisions of the Act. e
Joint Statutory Auditors holds a valid peer review certifcate as prescribed under Listing
Regulations.
e Auditors' Report to the Members for the year under review is unmodifed, i.e., it does
not contain any qualifcation, reservation or adverse remark or disclaimer. In terms of the
RBI Master Directions Non-Banking Financial Companies Auditors' Report (Reserve
Bank) Directions, 2016, the Joint Statutory Auditors have also submitted an additional
report dated April 25, 2025, for the Financial Year 2024-25 which has been fled with RBI.
ere were no comments or adverse remarks in the said report as well.
SECRETARIAL AUDIT
SPNP & Associates, Practicing Company Secretaries (Peer Review No: 1913/2022) were
appointed as the Secretarial Auditor for conducting the Secretarial Audit of the Company
for the Financial Year 2024-25 in accordance with the provisions of Section 204 of the Act
read with the Rules framed thereunder. Pursuant to the provisions of Section 204 (1) of
the Act, the Secretarial Audit Report for the Financial Year 2024-25 issued by SPNP &
Associates, Practicing Company Secretaries is annexed to this report as Annexure-IV.
e report does not contain any qualifcation, reservation or adverse remark.
Pursuant to amended Regulation 24A of the Listing Regulations, shareholders' approval
is required for appointment of Secretarial Auditors. Further, such Secretarial Auditor
must be a peer reviewed Company Secretary from Institute of Company Secretaries of India
(ICSI) and should not be disqualifed to act as a Secretarial Auditor and cannot render
prohibited services in accordance with the Listing Regulations and as specifed by ICSI.
Accordingly, pursuant to Regulation 24A of the Listing Regulations and Section 204 of
the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Audit Committee and the Board of Directors of the Company in
their respective meetings held on April 24, 2025 and April 25, 2025 approved and
recommended to the Members of the Company, the passing of necessary resolution at the
ensuing 46th AGM of the Company for the appointment of M/s. V Suresh
Associates, Practising Company Secretaries (Firm Registration Number: P2016TN053700) (Peer
Review No.:6366/2025) ("Firm") as Secretarial Auditor of the Company from the
conclusion of 46th Annual General Meeting till the conclusion of 51st
Annual General Meeting of the Company to conduct Secretarial Audit for a term of fve
consecutive financial years ending March 31, 2026, March 31, 2027, March 31, 2028, March
31, 2029 and March 31, 2030.
M/s. V Suresh Associates have informed the Company that they are eligible to be
appointed as Secretarial Auditor of the Company and confrmed that their appointment if
made, would be within the limit specifed by ICSI. ey have further confrmed that they did
not incur any of the disqualifcations as specifed under Regulation 24A of the Listing
Regulations. Approval of the Members at the ensuing 46th AGM of the Company is
also being sought for fxation of remuneration of Secretarial Auditor of the Company for
the Financial Years 2025-30.
CORPORATE GOVERNANCE
Pursuant to Schedule V to the Listing Regulations, the following Reports/ Certifcates
form part of the Annual Report: the Report on Corporate Governance; the
Certifcate duly signed by the Managing Director
& CEO and the Managing Director & CFO on the Financial Statements of the
Company for the year ended March 31, 2025 as submitted to the Board of Directors at its
meeting held on April 25, 2025; the declaration by the Managing Director & CEO
regarding compliance by the Board members and senior management personnel with the
Company's Code of Conduct; and the Management Discussion & Analysis Report.
e Certifcate from M/s. V Suresh Associates, Practicing Company Secretaries confrming
compliance with the conditions of Corporate Governance is annexed to this report as Annexure-V.
RECOGNITIONS/AWARDS/ACCOLADES RECEIVED BY YOUR COMPANY DURING THE YEAR
Human Resources
Certifed by Great Place to Work Institute as a Great Place to Work in
India'
Best Organizations for Women by ET NOW-2025
Recognised by India's Best Workplaces in Health & Wellness 2024
Business
Silver Shield in Category-V Financial Services Sector (other than Banking
and Insurance) at the ICAI Awards for Excellence in Financial Reporting 2023-24.
IFR Structured Finance Issue of the Year by IFR Asia.
Winner under the category of Securitisation Deal of the Year at the ASSOCHAM 7th
National Summit & Awards - Corporate Bond Market 2024.
Sustainability
Your Company was declared as the Winner under the category of ESG
Issuer' of the Year at the ASSOCHAM 7th National Summit & Awards -
Corporate Bond Market 2024.
Best Social Loan by NBFI India e Asset Triple A Awards
Information Technology
Best Digital Transformation Initiative (Investment Management) for Super App at
the BFSI Technology Excellence Awards 2024
Best Digital CX strategy for Gen AI based Customer Support System
Best User Experience for Super App
Best Digital CX product for Ziva 2.0
ACKNOWLEDGEMENT
e Board of Directors would like to place on record their gratitude for the guidance and
cooperation extended by Reserve Bank of India and the other regulatory authorities. e
Board takes this opportunity to express its sincere appreciation for the excellent
patronage received from the Banks and Financial Institutions and for the continued
enthusiasm, total commitment, dedicated eforts of the executives and employees of the
Company at all levels. We are also deeply grateful for the continued confdence and faith
reposed on us by all the Stakeholders including Shareholders, Depositors, Debenture
holders and Debt holders.
|
For and on behalf of the Board of Directors |
|
Jugal Kishore Mohapatra |
Mumbai |
Chairman |
April 25, 2025 |
(DIN 03190289) |