Piramal Enterprises Ltd

Dear Shareholders,

Your Directors have pleasure in presenting the 78^th Annual Report on the business and operations of Piramal Enterprises Limited (‘the Company' or ‘PEL') along with the Audited Financial Statements for the financial year ended March 31, 2025 (‘year under review'/ ‘FY 2024-25'/ ‘FY 2025').

FINANCIAL RESULTS

(Rs in crore)

DIVIDEND

The Board has recommended a dividend of H11 (Rupees Eleven only) i.e. @ 550 % per equity share of the face value of H2 each for FY 2024-25.

As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations'), the Company has adopted a Dividend Distribution Policy which is available on the website of the Company at https://www.piramalenterprises.com/ corporate-governance.

The dividend declared by the Company for FY 2024-25 is in compliance with the Dividend Distribution Policy of the Company.

CHANGE IN NATURE OF BUSINESS

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

TRANSFER TO RESERVES

The Company has transferred an amount of H100.75 crores 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 30.56% as on March 31, 2025 as against the statutory minimum capital adequacy of 15% prescribed by Reserve Bank of India (‘RBI').

CHANGES IN SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Changes in subsidiaries, joint ventures and/or associate companies during the year under review are listed in Annexure A to this Report.

FINANCIAL DETAILS OF SUBSIDIARIES, 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 subsidiaries, joint ventures and associates companies in Form AOC-1 is annexed to the financial statements.

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

SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR 2025

Composite Scheme of Arrangement amongst the Company, Piramal Finance Limited (Formerly known as Piramal Capital & Housing Finance Limited) (‘PFL') and their respective shareholders and creditors

The Board at its meeting held on May 08, 2024 approved a composite scheme of arrangement amongst the Company, PFL (the wholly owned subsidiary of 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 (‘the Act') and the rules made thereunder (‘Scheme').

The Scheme, inter alia, provides for (i) the amalgamation of PEL with PFL and dissolution of PEL, (ii) adjustment of debit balance of amalgamation adjustment reserve account in the books of PFL, and (iii) various other matters consequential or otherwise integrally connected therewith.

Upon the Scheme becoming effective, in consideration for the amalgamation of PEL with PFL, PFL shall issue shares to the shareholders of PEL in the manner set out in the Scheme:

For every 1 equity share having face value of H2 of PEL, 1 equity share having face value of H2 of PFL shall be allotted to the shareholders of PEL.

The Company has received necessary approvals/ observation letter/ no-objection letter from BSE Limited, National Stock Exchange of India Limited and RBI.

The Scheme is, inter alia, subject to sanction of the jurisdictional Hon'ble National Company Law Tribunal, Mumbai Bench.

Corporate Restructuring within the Group

Considering the internal corporate restructuring within the Group, Piramal Systems & Technologies Private Limited, Piramal Securities Limited and PEL Finhold Private Limited ceased to be direct subsidiaries of the Company w.e.f. January 16, 2025 and have become subsidiaries of Piramal Investment Advisory Services Private Limited w.e.f. January 17, 2025.

Viridis Infrastructure Investment Managers Private Limited ceased to be wholly owned subsidiary

The Registrar of Companies, Mumbai has approved the strike off of Viridis Infrastructure Investment Managers Private Limited (‘VIIMPL'), a wholly owned subsidiary of the Company on March 19, 2025. Consequently, VIIMPL ceased to be a wholly owned subsidiary of the Company.

SIGNIFICANT EVENTS AFTER BALANCE SHEET DATE

There were no significant events after the Balance Sheet Date.

OPERATIONS REVIEW Standalone

Total income on a standalone basis for FY2025, decreased by 40.97% to H2,257.94 crores as compared to H3,825.21 crores in FY2024. Earnings before interest, taxes, depreciation and amortisation (‘EBITDA') for FY2025 on a standalone basis decreased by 35.60% to H1,500.53 crores as compared to H2,330.08 crores in FY2024. Net Profit for the year after exceptional items and taxes was H503.73 crores as compared to H474.05 crores in FY2024. Basic and Diluted Earnings per share was H22.35 and H22.12 respectively for the year as compared to H20.50 and H20.35 respectively, during the previous year.

Consolidated

The Company's consolidated income increased by 4.26% to H10,611.86 crores in FY2025 as compared to H10,178.36 crores in FY2024. EBITDA for FY2025 on a consolidated basis from operations increased by 55.50% to H6,039.36 crores as compared to H3,883.86 crores in FY2024. Net Profit for the year after exceptional items and taxes was H485.45 crores as compared to net loss for the year of H1,683.53 crores in FY2024. Basic and Diluted Earnings per share from was H21.55 and H21.33 respectively for the year as compared to H(72.82) earnings per share (Basic and Diluted) during the previous year.

A detailed discussion on operations for the year ended March 31, 2025 is provided in the Management Discussion and Analysis Report, which is presented in a separate section forming part of this Annual Report.

SUBSIDIARY COMPANIES

Piramal Finance Limited (Formerly known as Piramal Capital & Housing Finance Limited) [‘PFL'] [Consolidated]

PFL (Consolidated) includes financials of:

i. DHFL Investments Limited

ii. DHFL Advisory & Investments Private Limited*

iii. DHFL Holdings Limited*

iv. Piramal Finance Sales and Service Private Limited*

v. Piramal Payment Services Limited

vi. Piramal Agastya Offices Private Limited (Formerly known as ‘PRL Agastya Private Limited)

vii. DHFL Ventures Trustee Company Private Limited

viii. Pramerica Life Insurance Limited

*DHFL Advisory & Investments Private Limited, DHFL Holdings Limited and Piramal Finance Sales and Service Private Limited ceased to be subsidiaries of PEL w.e.f. January 16, 2025

Consolidated income for FY2025 was at H8,461.94 crores. Consolidated loss before tax and after exceptional items & share of loss from joint venture for the year was at H16.92 crores. It reported a net loss of H6.65 crores for the year.

Piramal Fund Management Private Limited [Consolidated]

Piramal Fund Management Private Limited (Consolidated) includes financials of Indiareit Investment Management Co., & Asset Resurgence Mauritius Manager. The total income for FY2025 was at H12.65 crores. Loss before tax and after exceptional items & share of loss from joint venture for the year was at H39.24 crores. It reported a net loss after tax of H41.19 crores for the year.

Viridis Infrastructure Investment Managers Private Limited

Viridis Infrastructure Investment Managers Private Limited reported negligible loss for FY2025. The company is struck off w.e.f. March 19 2025.

Piramal Corporate Tower Private Limited (formerly known as Piramal Consumer Products Private Limited)

The total income for FY2025 amounted to H81.63 crores. Profit before interest, depreciation and tax for the year was at H64.48 crores. It reported a net loss of H13.15 crores for the year.

Piramal Alternatives Private Limited

The total income for FY2025 was at H22.64 crores. Loss before depreciation and tax for the year was at H28.28 crores. Piramal Alternatives Private Limited reported a net loss after tax of H29.79 crores for the year.

Piramal Investment Advisory Services Private Limited

The total income for FY2025 was at H1.02 crores. Loss before depreciation and tax for the year was at H0.29 crores. Piramal Investment Advisory Services Limited (‘PIASPL') reported a net loss after tax of H0.30 crores for the year.

During the year under review, the Company, PFL and PIASPL entered into a Share Purchase Agreement pursuant to which the following companies* became subsidiaries of PIASPL:

1. Piramal Finance Sales and Service Private Limited

2. DHFL Holdings Limited

3. DHFL Advisory & Investments Private Limited

4. Piramal Systems & Technologies Private Limited

5. Piramal Securities Limited

6. PEL Finhold Private Limited

*The aforesaid companies become subsidiaries of PIASPL w.e.f. January 17, 2025.

PIASPL being the wholly-owned subsidiary of the Company, there is an exemption for consolidated financials by PIASPL and hence the standalone financials of each of the subsidiaries is given below:

Piramal Finance Sales and Service Private Limited

Total Income for FY2025 was at H1.90 crores. Profit before depreciation and tax for the year was at H1.31 crores. It reported a net profit of H3.09 crores for the year.

DHFL Holdings Limited

Total Income for FY2025 was at H0.01 crores. Loss before depreciation and tax for the year was at H0.02 crores. It reported a net loss of H0.02 crores for the year.

DHFL Advisory & Investments Private Limited

Total Income for FY2025 was at H0.01 crores. Loss before depreciation and tax for the year was at H0.08 crores. It reported a net loss of H0.08 crores for the year.

Piramal Systems & Technologies Private Limited

Total Income for FY2025 amounted to Rs 0.07 crores. Profit before tax for the year was at Rs 0.06 crores. It reported a net profit after tax of Rs 0.06 crores for the year.

Piramal Securities Limited

Income for FY2025 was at H1.14 crores. Profit before depreciation and tax for the year was at H0.79 crores. Piramal Securities Limited reported a net profit of H0.66 crores for the year.

PEL Finhold Private Limited

The Company recorded total income of H0.08 crores for FY2025. PEL Finhold Private Limited reported a net profit after tax of H0.03 crores for the year.

JOINT VENTURES AND ASSOCIATE COMPANIES

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 postacquisition 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.

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 India Resurgence ARC Private Limited considered in consolidation for FY2025 amounts to H6.15 crores.

India Resurgence Asset Management Business Private Limited is a 50:50 joint venture between the Company and Bain Capital Credit India Investments. Share of profit and other comprehensive income from India Resurgence Asset Management Business Private Limited considered in consolidation for FY2025 amounts to H2.88 crores.

DEPOSITS FROM PUBLIC

The Company being a non-deposit taking NonBanking Financial Company (‘NBFC'), has not accepted any deposits from the public during the year under review.

STATUTORY AUDITORS AND AUDITORS' REPORT

The Joint Statutory Auditors' Report does not contain any qualification, reservation or adverse remark on the financial statements for the year ended March 31, 2025. The notes on financial statements 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') Suresh Surana & Associates LLP, Chartered Accountants (Firm Registration No. 121750W/W- 100010) and Bagaria & Co LLP, Chartered Accountants (Firm Registration No.: 113447W/W-100019), were appointed as the Joint Statutory Auditor of the Company, at the Annual General Meeting (‘AGM') held on July 29, 2022 and by way of Postal Ballot on December 11, 2022, respectively, for a term of 3 (three) consecutive years to hold office until the conclusion of the 78^th AGM of the Company to be held in the calendar year 2025.

Based on the recommendation of the Audit Committee, the Board approved the appointment of N. M. Raiji & Co., Chartered Accountants (Firm Registration No. 108296W) and Chhajed & Doshi, Chartered Accountants (Firm Registration No. 101794W) as the Joint Statutory Auditors of the Company, for a consequent period of 3 (three) years, from the conclusion of the 78^th AGM of the Company till the conclusion of the 81^st AGM of the Company to be held in the year 2028, subject to the approval of the shareholders.

CORPORATE SOCIAL RESPONSIBILITY

The annual report on Corporate Social Responsibility (‘CSR') containing, details of CSR Policy, composition of CSR Committee, CSR projects undertaken and web- link thereto on the website of the Company, as required under Companies (Corporate Social Responsibility Policy) Rules, 2014, is set out under Annexure B of this Report. For other details regarding CSR Committee, please refer to the Report on Corporate Governance, which is a part of this Annual Report.

CONSERVATION OF ENERGY,

TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars regarding conservation of energy, technology absorption, foreign exchange earnings and outgo are given as Annexure C to this Report.

ANNUAL RETURN

The Annual Return as on March 31, 2025 is available on the website of the Company at https://www. piramalenterprises.com/financial-reports.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment

The Board, based on the recommendation of Nomination and Remuneration Committee (‘NRC') approved appointment of Mr. Asheet Mehta (DIN: 10648593) as an Additional Director designated as an Independent Director, not liable to retire by rotation, for a term of five consecutive years with effect from June 12, 2024, subject to the approval of the shareholders.

Further, at the 77^th AG M of the Company, the shareholders of the Company approved the appointment of Mr. Asheet Mehta (DIN: 10648593) as an Independent Director of the Company, not liable to retire by rotation and to hold office for a term of 5 (five) consecutive years with effect from June 12, 2024 to June 11, 2029.

Re-appointment

Pursuant to the recommendation of NRC, the Board of Directors at its meeting held on May 06, 2025 approved appointment of:

• Mr. Suhail Nathani (DIN: 01089938) and Mr. Kunal Bahl (DIN: 01761033) as an Independent Directors of the Company for a second term of 5 (five) consecutive years with effect from October 14, 2025; and

• Ms. Anjali Bansal (DIN: 00207746) as an Independent Director of the Company for a second term of 5 (five) consecutive years with effect from November 19, 2025 subject to the approval of shareholders of the Company.

Continuation of term as a Director

Pursuant to the recommendation of the NRC, the Board has approved the continuation of the term of Mr. Ajay G. Piramal (DIN:00028116) as Chairman of the Company (Whole-time Director) upon attaining the age of 70 (Seventy) years on August 03, 2025 till the expiry of his current term i.e. March 31, 2027, subject to the approval by the shareholders of the Company.

Retirement by Rotation

In line with the provisions of the Act and the Articles of Association of the Company, Ms. Nandini Piramal (DIN:00286092) and Ms. Shikha Sharma (DIN:00043265), Non - Executive Directors of the Company retire by rotation at the ensuing 78^th AGM and being eligible, offer themselves for re-appointment.

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 the 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 the RBI, and that they are not disqualified from being appointed/continuing as Director in terms of Section 164(1) and (2) of the Act.

Key Managerial Personnel

The Key Managerial Personnel (‘KMP') of the Company as on March 31, 2025 in terms of the Section 203 of the Act were as follows:

During the year under review, there has been no change in the KMP of the Company.

BOARD EVALUATION

Pursuant to the applicable provisions of the Act and 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 (expect 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 criteria's are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India. The performance of the Executive Directors is evaluated on the basis of the achievement of their Key Result Areas.

The 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 summarises to the Board, the collective impression of the directors on the functioning of the Board, its Committees and Individual Directors.

The Board of Directors has expressed its satisfaction with the evaluation process.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

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

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 behavior, actual or suspected fraud or violation of the Company's Code of Conduct & Ethics.

The details of establishment of Vigil Mechanism/ Whistle Blower Policy are posted on the website of the Company at https://www.piramalenterprises.com/ corporate-governance.

AUDIT COMMITTEE

The Audit Committee comprises of three members, as at March 31, 2025, which was as follows:

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

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 given in Annexure D to this Report and is available on the website of the Company at https://www.piramalenterprises. com/corporate-governance.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company being an NBFC registered with RBI 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

RELATED PARTY TRANSACTIONS

During the year under review, all contracts/arrangements/ transactions entered into by the Company with related parties were in ordinary course of business and on an arms' 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 and 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. Specific approval of the audit committee is sought for any new related party transaction or material modification to a previously approved transaction during the year.

The details of related party transactions as per Ind AS-24 on Related Party Disclosures are set out in the Note No. 45 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 https://www. piramalenterprises.com/corporate-governance.

MANAGERIAL REMUNERATION A) Remuneration to Directors and KMP

i . The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during FY2025 and the ratio of the remuneration of each Director to the median remuneration of the employees of the Company for FY2025 are as under:

Notes:

1. Non-Executive 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 in the above table, are comprised 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. Details in the corresponding columns are applicable for Whole-Time Directors and KMPs.

2. During the FY2024-25, Mrs. Upma Goel and Mr. Bipin Singh have exercised ESOPs under the Company's ESOP Scheme.

3. Mr. Anand Piramal, Ms. Nandini Piramal and Mr. Vijay Shah, Non-Executive Directors do not receive any sitting fees or any other remuneration and hence, the percentage change in remuneration and ratio to median remuneration of employees is not applicable.

4. Remuneration details have been provided on the basis of commission for the FY2024-25 and sitting fees for meetings attended during the FY2024-25.

ii. The median remuneration of employees of the Company during FY2025 was H26,37,575;

iii. In the financial year, there was 5% decrease in the median remuneration of employees;

iv. There were 232 permanent employees on the rolls of the Company as on March 31, 2025;

v. Average percentage increase made in the salaries of employees other than the managerial personnel during FY2025 9%. As regards, comparison of Managerial Remuneration of FY2025 over FY2024, details of the same are given in the above table at Sr. No. (i);

vi. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

B) Employee Particulars

Details of employee remuneration as required under the provisions of Section 197 of the Act and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate statement and forms part of the Annual Report. Further, this Report is being sent to the Members excluding the said statement. In terms of Section 136 of the Act, the said statement will be open for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary.

Requisite details relating to ESOPs are available on the Company's website at https://www. piramalenterprises.com/shareholder-information.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act and the Rules made thereunder and 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 commencing from FY2025-26, subject to approval of the shareholders of the Company.

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

As per the requirements of the Listing Regulations, Piramal Finance Limited (Formerly known as Piramal Capital & Housing Finance Limited), the material subsidiary of the Company has undertaken secretarial audit for FY 2024-25. The Secretarial Audit Report of the material subsidiary does not contain any qualification, reservation or adverse remark and is available on the Company's website and is also attached as Annexure E1 to this Report.

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 SEBI, Ministry of Corporate Affairs or any such statutory authority. The certificate is attached as Annexure F to this Report.

The Report on Corporate Governance as stipulated in the Listing Regulations forms part of the Annual Report. The requisite certificate from N.L Bhatia & Associates, Practicing Company Secretaries, confirming compliance with the conditions of Corporate Governance as stipulated under the Listing Regulations is annexed hereto as Annexure G to this Report.

RISK MANAGEMENT FRAMEWORK

The Company has a Risk Management framework to identify, measure, manage and mitigate business and opportunities. This framework seeks to create transparency, minimise adverse impact on the business strategy and enhance the Company's competitive advantage. This risk framework thus helps in managing market, credit and operational risks and quantifies potential impact at a Company level.

The Company also has a well-defined Fraud Risk Management framework and the Fraud Risk Management Committee comprising of top management representatives oversees the matters related to fraud risk.

Further, information on the risk management framework is provided under Company Overview which is presented in a separate section forming a part of this Annual Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

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

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 Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY2024-25.

The Directors confirm to the best of their knowledge and ability, that:

(a) in the preparation of the annual financial statements for the year ended March 31, 2025, the applicable accounting standards have been followed with no material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for the year ended on that date;

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

(d) the Directors have prepared the annual financial statements on a going concern basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

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

ASSET LIABILITY MANAGEMENT (‘ALM')

The Company had a total borrowing of H8,450.86 crores on March 31, 2025. The Company has a Asset Liability Management Committee and meetings are held as and when required and it 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.

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.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report of the Company for FY2024-25 as required under Listing Regulations is forming part of this Report.

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 endeavors 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. During the year under review, one complaint alleging sexual harassment was received by ICC. A detailed investigation was conducted, and the matter was resolved in accordance with the provisions of the POSH Act.

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

The Directors state that no disclosure or reporting is required in respect of the following items, during the year under review:

1. Nosweat equity sharesand 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; and

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

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.