Salem Erode Investments Ltd

To,

The Members,

Salem Erode Investments Limited

Your Directors present before you the 93rd Annual Report of Salem Erode Investments Limited (hereinafter referred to as "the Company")

together with the audited financial statements for the financial year ended March 31,2024.

The Company has set up 3 new branches in the state of Odisha along with 16 new branches in the state of Tamil Nadu with additional 6 more branches in Tamil Nadu in the current financial year thus making total branch strength of 38 branches across India as compared to 16 branches in the last financial year. The Company has achieved an increase of 50% branches and will be setting up more branches in various parts of the Country. In the last financial year the Company had planned a target of setting 50 branches across the Country, however the Company was able to set 38 branches only but as there are more branches lined up in new states other than Tamil Nadu and Odisha, the Company expects to achieve the said target in the near future. The total employee strength has increased from 46 employees in the last financial year to 144 employees at present, thus resulting to an increase of almost 100% of its total workforce. The operations of the Company is increasing day by day thereby increasing the business simultaneously. The Company is slowly trying to establish and make its own identity instead of working under the shade and name of its Holding Company, ICL Fincorp Limited.

The commercial operations during the year under report were progressive. The Company has earned an income of Rs. 4,13,95,010/- (Rupees Four Crores Thirteen Lakhs Ninety Five Thousand and Ten Only) as compared to Rs. 4,03,01,278/- (Rupees Four Crores Three Lakhs One Thousand Two Hundred and Seventy Eight Only) during the previous year. The total expenditure of the Company for the year was Rs. 5,91,04,835/- (Rupees Five Crores Ninety One Lakhs Four Thousand Eight Hundred and Thirty Five Only) as compared to Rs. 4,11,44,020/- (Rupees Four Crores Eleven Lakhs Forty Four Thousand and Twenty Only). The Company incurred net loss of Rs. 1,82,25,205/- (Rupees One Crore Eighty Two Lakhs Twenty Five Thousand Two Hundred and Five Only) as against net loss of Rs.9,66,755/- (Rupees Nine Lakhs Sixty Six Thousand Seven Hundred and Fifty Five Only) during the previous financial year. The Company had to incur loss in this financial year in comparison to previous financial year due to increase in the operations of the Company which led to opening of more branches and employees resulting into finance cost, administrative and other normal expenses of the Company. Your Directors are targeting more growth and expansion in future due to which certain expenses are unavoidable at present. Moreover the Company believes in sacrificing today for a better tomorrow.

Financial Summary

b) Reserves the year is Rs. 16,81,09,862/- (Rupees Sixteen Crores Eighty One

During the year the Company has reported losses and hence no Lakhs Nine Thousand Eight Hundred and Sixty Two Only). amount is transferred to the statutory reserves and Impairment _c) Di_vid_end Reserve which is the differential amount between impairment

As the Company has incurred loss and with a view to conserve allowance as per IND AS 109 and provisioning as per IRACP profit for proposed expansion activities of the Company, the norms. After these adjustments the Retained Earnings during

Board of Directors has not recommended any dividend on

Equity Shares of the Company for the financial year ended March 31,2024.

The Company is following the Indian Accounting Standards during the year under report.

The Company has been mainly focusing on gold loans, which is secured by way of the gold jewellery provided as security by the customers. The Loan to Value (hereinafter referred to as "LTV") ratio is restricted to a maximum of 75% as prescribed by the Reserve Bank of India (hereinafter referred to as "RBI"). The Company provides loans at lesser LTVs with lesser interest rates to the customers, so as to reduce the interest burden for needy customers.

During the year 2023-24 the Company has opened new branches. As most of the branches were opened at the fag end of the financial year, the Gold Loans growth is limited. The Company has come up with fresh set of schemes for its customers.

The following are the comparison of the gold loan schemes for the year 2022 -23 & 2023-24:

Events ocuured after closing of the Financial Year

The Company has started new set of schemes of gold loan in the current financial year and the outstanding of the said schemes as on 30.06.2024 are as follows:

New scheme outstanding as on 30.06.2024

The fresh gold loan cases are taken under the new schemes adopted in this financial year and previous schemes will be closed upon the completion of its tenure.

The Company has complied with provisions of the Companies Act, 2013 (hereinafter also referred to as "the Act") & rules made there under in respect of its status under the Act and is active.

i. Branch Network

During this financial year the company has opened 3 branches in the state of Odisha and 16 branches in Tamil Nadu, thus making the total branch strength of the

Company to 32 branches across India as on 31.03.2024. And later on the Company opened 6 more branches in the current financial year and at present the total branch strength is 38 branches across the country. The Company had set a target of opening 50 branches throughout the Country in the last financial year, out of which the Company could open only 38 branches till date, but there are more branches yet to be opened and will be opened soon in the current financial year. Having a widespread branch network will enable the Company to service and support the existing as well as fresh customers from proximate locations which gives easy access to services and also enables the Company to reach new potential customers.

ii. Merging, shifting or closure of branches

The Company is in the process of improving efficiency of operations of existing branches by identifying those branches which are below the Break Even Point in terms of revenue generation and taking appropriate actions like merging, shifting or closure through due statutory procedures. No branch was closed in the reporting year.

iii. Fund Raising

The Company had vide Postal Ballot through e-voting on 23rd day of February, 2021 approved borrowing powers not exceeding Rs.300,00,00,000/- (Rupees Three Hundred Crores Only). In accordance with said approval, the Company had raised an amount of Rs.13,45,05,000/- (Rupees Thirteen Crores Forty Five Lakhs Five Thousand Only) during the financial year under report by issuing Unlisted Redeemable Secured Non-Convertible Debentures on private placement basis.

i. Business - Post Covid

The impact of COVID-19 on business was negligible during the financial year 2023-24, despite a few new cases being reported across the country. However, global political developments, including the Russia-Ukraine war and the conflict between Hamas and Israel in West Asia, led to fluctuations in oil prices and increased inflation, which in turn caused interest rates to rise. These factors created some challenges for the Company's growth. Nevertheless, the Company successfully opened 16 new branches in Tamil Nadu and three in Odisha, doubling its gold loan portfolio while maintaining the loan-to-value ratio within the prescribed norms.

The Company has successfully navigated previous challenges and the Board expects positive growth in the coming years. The overall operating environment and collection efficiencies are expected to remain stable. The Company plans to open new branches at various locations and introduce new loan products.

ii. Disbursement & Recovery

Gold loan disbursements were normal throughout the year, and the Company effectively managed recoveries by offering customers the option to make remittances through online banking, phone transfers, and other electronic modes. Due to stringent loan recovery efforts, there was no adverse impact on the Company's revenue during the year, and no negative impact is anticipated in the coming financial years.

iii. Non-Performing Assets

The Company has maintained Non-Performing Assets (NPAs) at minimal levels through stringent recovery measures. It will continue to focus on the gold loan category, as the market value of gold is expected to rise according to expert predictions.

The Company maintains a loan-to-value ratio of 65% to 75% to ensure asset quality. It remains focused on maintaining its gold inventory, serving its existing customer base efficiently, and acquiring new customers through its branches.

Given the current economic recovery, the Management predicts better growth in the coming years by introducing new portfolios and opening new branches. The Holding Company, the ICL Fincorp Limited, brings extensive experience and expertise, contributing to exceptional performance. Marketing activities, including cluster marketing, roadshows, and brand value additions, are being conducted more aggressively.

There was no change in the nature of the business during the year under report.

There was no material changes or commitments, affecting the financial position of the Company having occurred during the year under report or having occurred since the end of the year and till the date of the report. Further, there was no changes in external and internal environment including technical, legal and financial, strikes, lockouts and breakdowns affecting the business of the Company, as on the reporting date.

Detailed in Management Discussion and Analysis Report as Annexure 1.

NBFCs remain an important constituent of India's financial sector, and continue to leverage their superior understanding of regional dynamics and customised products and services to expedite financial inclusion in India. Lower transaction costs, innovative products, quick decision making, customer orientation and prompt service standards have differentiated NBFCs from banks. Considering the reach and expansion of

NBFCs, these entities are well-suited to bridge the financing gap in a large country like India. Systemically important NBFCs have demonstrated agility, innovation and frugality to provide formal financial services to millions of Indians. The sector has undergone remarkable growth and has established itself as a significant player in the country's financial landscape. As of FY2023, the NBFC sector reached an impressive size of US$ 326 billion, underscoring its influence in the financial domain. Growth in the business of NBFCs is primarily attributed to a substantial increase in the demand for specialised financial services, particularly from Micro, Small, and Medium Enterprises (MSMEs), which typically face challenges in obtaining loans from traditional banks. Moreover, the rise of digitisation has been a driving force behind the NBFC sector's growth. Adoption of digital platforms has enabled NBFC's to broaden their customer base, streamline operations, reduce costs and enhance overall customer experience. This transformation is further accentuated by the role of emerging technologies like artificial intelligence, machine learning, robotic process automation and big data. The latest edition of the RBI's Financial Stability Report notes that aggregate lending by NBFCs rose by 20.8% (y-o-y) in September 2023 from 10.8% a year ago, primarily led by personal loans and loans to industry. The gross nonperforming assets (GNPA) and net non-performing assets (NNPA) ratios of NBFCs continued on their downward trajectory. The overall GNPA ratio in September 2023 was 4.6% versus 5.9% in September 2022; and NNPA ratio was 1.5% compared to 3.2% across the same period. Capital adequacy has also improved to 27.6% from 27.4% during this period. So too has the profitability- as evident from increase in the return on assets (RoA) to 2.9% from 2.5%. Over the past two years, banks and NBFCs have seen rapid and persistent growth in retail loans, especially unsecured lending. Between September 2021 to September 2023, banks' retail loans grew at a compound annual growth rate (CAGR) of 25.5%, which exceeded the headline credit growth of 18.6%. Consequently, the share of retail lending in gross advances increased from 37.7% in September 2021 to 42.2% in September 2023. Alongside, unsecured retail lending grew by 27% during the same period, taking its share in total retail lending to 23.3% (or 9.8% of total gross advances of the banks). Despite the sharp growth in retail lending, underlying asset quality has improved. The GNPA ratio of total retail advances improved to 1.6% in September 2023 from 2% in September 2022; and that of unsecured retail advances improved to 2% in September 2023 from 2.5% a year earlier.

A related development which has facilitated rapid growth in retail loans is bank lending to NBFCs, which constituted 9.9% of total bank credit at the end of June 2023. Bank lending to NBFCs increased at a CAGR of 26.3% during the past two years (i.e., from June 2021 to June 2023), which has been well above the growth of 14.8% in overall bank credit. However, such lending is mostly limited to top-rated NBFCs with close to 80% of credit given to those with AA-rating and above. Although there are

no imminent signs of stress in the retail credit segment, its rapid growth amidst the disinflationary monetary policy stance raises concerns in terms of procyclicality of lending and higher debt servicing costs.

Recognising the importance of NBFCs, a series of measures have been implemented which have played an important role in strengthening the NBFCs. For instance, considering the growing size, complexity and interconnectedness of NBFCs, a revised scale-based regulatory framework has been implemented to harmonise the regulations of NBFCs with those of banks, wherever appropriate. In addition, the formal Prompt Corrective Action (PCA) framework was extended to NBFCs which enables supervisory intervention at appropriate times and requires the supervised entity to initiate and implement remedial measures in a timely manner. As banks and NBFCs have entered into various co-lending models with divergent underwriting practices and banks have been the major lender to NBFCs, this rising interconnectedness raises risks emanating from crosssectional dimensions. Thus, on 16 November 2023, the RBI increased risk weight on unsecured retail loans from 100% to 125% and also increased risk weight on bank exposures to NBFCs by 25% subject to a cap of 100%. The RBI's Financial Stability Report states that "the Reserve Bank took proactive regulatory measures, such as increase in risk weights on certain segments of consumer credit by banks and NBFCs as well as bank credit to NBFCs, along with a strengthening of credit standards in respect of various sub-segments under consumer credit, to prevent build-up of risks and spill-over to the wider financial system."

As NBFCs have become more significant, the RBI has enhanced its regulation of the sector in recent years to address the industry specific issues such as contagion risk in the financial system, oversimplified underwriting processes, concentration of credit risk, exposure towards technology related risks, etc. Accordingly, the RBI, over last few years, has issued various guidelines such as (i) vigil over asset-liability management practices, (ii) maintaining liquidity ratios, (iii) increased reporting requirements, and (iv) scale-based regulations. These have led to NBFCs adopting practices in line with banks. The regulatory vigil is based on four key cornerstones of: (i) responsible financial innovation, (ii) accountable conduct, (iii) responsible governance, and (iv) centrality of the customer.

The NBFC sector is an important stakeholder of the Indian financial sector. Strengthened regulation and enhanced oversight are in place to further strengthen the resilience of this key sector. We believe that NBFCs with superior capital adequacy, better margins, frugal cost and prudent risk management, and those incorporating above four key cornerstones in their business models will continue to deliver sustainable growth in the foreseeable future.

More details are mentioned in Management Discussion and Analysis Report as 'Annexure 1'.

The Authorized Share Capital of the Company is Rs. 1,20,00,000/- (Rupees One Crore and Twenty Lakhs Only) consisting of 1,20,00,000 Equity Shares of Re.1/- (Rupee One Only) each. The Issued, Subscribed and Paid up Share Capital of the Company is Rs. 1,14,65,520/- (Rupees One Crore Fourteen Lakhs Sixty Five Thousand Five Hundred and Twenty Only) consisting of 1,14,65,520 Equity Shares of Re. 1/- (Rupee One Only) each. There was no change in the capital structure of the Company during the year under report.

During the year under review, your Company has issued Unlisted Secured Redeemable Non-Convertible Debentures and raised an amount aggregating to Rs. 13,45,05,000/- (Rupees Thirteen Crores Forty Five Lakhs Five Thousand Only) on a private placement basis in various tranches. The funds raised from Non-Convertible Debentures were utilized for the purpose of meeting the working capital requirements and general corporate purposes of the Company. The details of

The details on Non-Convertible Debentures issued and allotted during the year are as follows:

The Credit rating by Infomerics Valuation and Rating Private Limited is as follows:

Events ocuured after closing of the financial year

However on 03rd July, 2024, the credit rating was revised by Infomerics Valuation and Rating Private Limited as below:

tenure, interest/coupon rate & periodicity of payment are as follows:

Monthly Schemes

iv. Amount of matured debentures along with interest accrued thereon - Not applicable

v. Application money received for allotment of any securities and due for refund along with interest accrued - Not applicable

vi. Sale proceeds of fractional shares arising out of issuance of bonus shares, merger and amalgamation - Not applicable

b) Details of the resultant benefits arising out of shares already transferred to the IEPF - Not applicable

c) Year wise amount of unpaid/unclaimed dividend lying in the unpaid account upto the year and the corresponding shares, which are liable to be transferred to the IEPF and the due dates for such transfer

All unpaid/unclaimed dividend as on reporting date has been transferred to IEPF. The corresponding shares of underlying unpaid/ unclaimed dividend to be transferred to IEPF account are as follows:

a) The reporting of transfer of shares of the unclaimed dividend for Financial Years 2008-09, 2009-10, 2010-11 and 2011-12 has been filed through Form IEPF-4 and filing of Form IEPF- 4 for the Financial Year 2012-13 is under process. However all the the shares of unclaimed dividend holders till date has been transferred to IEPF.

i. Amount of unclaimed/unpaid dividend and the corresponding Shares

ii. Redemption amount of preference shares - Not applicable

iii. Amount of matured deposits, for Companies other than Banking Companies, along with interest accrued thereon - Not applicable

d) the amount of donation, if any, given by the Company to the IEPF - Nil

e) such other amounts transferred to the IEPF, if any, during the year - Nil

The changes in the constitution of the Board of Directors and Key Managerial Personnel of the Company during the year under report are as follows:-.

The members of the Company vide. 92nd Annual General Meeting held on 15th day of July, 2023 had re-appointed Mr. K.G. Anilkumar, Managing Director (DIN: 00766739), who retires by rotation and being eligible offered himself for reappointment.

Appointment of Mr. Shinto Stanly as Additional Independent Director

Your Board had appointed Mr. Shinto Stanly (DIN: 06534505) as an Independent Director (Additional) with effect from 05th February, 2024 to hold office upto the date of 93rd Annual General Meeting of the Company. The Board is of the view that association of Mr. Shinto Stanly with his rich experience and knowledge would definitely benefit the Company and would support the Board to discharge its functions and duties effectively. Further, Mr. Shinto Stanly also posess appropriate skills, expertise and competencies in the context of the Company's present and proposed businesses. In the opinion of

the Board, Mr. Shinto Stanly fulfills the conditions specified in the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter also referred to as "Listing Regulations") for the proposed appointment as an Independent Director of the Company and is independent of the management. Further, Mr. Shinto Stanly is not disqualified from being appointed as a Director in terms of section 164 of the Act. The Board has verified credentials and satisfied with regard to integrity, expertise and experience, including the proficiency of the said person for the position of Independent Director. Being eligible for appointment and in the best interest of the Company, your Board recommends the appointment of Mr. Shinto Stanly as an Independent Director of the Company for a term of 5 consecutive years, not liable to retire by rotation.

Ms. Umadevi Anilkumar, Non Executive Director (DIN: 06434467) of the Company, who retires by rotation and being eligible offers herself for re-appointment. Being eligible for re-appointment and in the best interest of the Company, your Board recommends the re-appointment of Ms. Umadevi Anilkumar as a Director of the Company, liable to retire by rotation.

There were no other change in Directors or Key Managerial Personnel after the end of the year and up to the date of the report.

The Company has received necessary declaration from all the Independent Directors of the Company as per section 149 (7) of the Companies Act, 2013 confirming that they meet with the criteria of independence as laid down under section149 (6) of Act and regulation 16 (1) (b) of the Listing Regulations. Further, the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and Code of Conduct for Directors and senior management personnel of the Company. Further, the Board after taking these declarations/disclosures on record and acknowledging the veracity of the same, concluded that the Independent Directors are persons of integrity and possess relevant proficiency, expertise and experience to qualify as Independent Directors of the Company and are independent of the management of the Company. In terms of section 150 of the Act read with rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs, Manesar and the said registration is renewed and active. All the independent Directors of the Company have passed online proficiency self-assessment test conducted by the said institute.

During the year, the Board of Directors of the Company had convened 9 (nine) meetings, details of the same as mentioned below.

During the financial year two General Meetings through e-voting of the shareholders were held, details of the same are disclosed as below:

The Board of the Company is headed by Mr.T.G. Babu, Independent Director, an eminent person of high credentials and of considerable professional experience, who actively contributed in the deliberations of the Board. As on close of business hours of March 31, 2024, the Board comprised of 6 Directors and headed by 2 Key Managerial Personnel as mentioned below:

The Company has various Committees which have been constituted as a part of good corporate governance practices and the same are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

i. Audit Committee

i) Description & Terms of reference

The Company has constituted and maintained independent, competent and qualified Audit Committee by complying the provisions of section 177 of the Act, read with rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and applicable regulations of the Lisiting Regulations and amendments made thereunder. The functions of the Audit Committee include the following:

• Review of financial statements and Auditors' report.

• Recommendation for appointment, retention,

termination, remuneration and terms of appointment of Statutory Auditors of the Company and allied matters.

• Recommendation for appointment, retention,

termination, remuneration and terms of appointment of Internal Auditors of the Company, review of Internal Auditors' report and allied matters.

• Recommendation for appointment, retention,

termination, remuneration and terms of appointment of Chief Financial Officer of the Company.

• Statement of uses/application of funds.

• Approval of Related Party Transactions and such other subsequent related modifications.

• Such other matters envisaged in the aforesaid provisions of the Companies Act, 2013 and rules made thereunder.

ii) Composition

The Audit Committee of the Company comprised of following members:

• Mr. Shinto Stanly, Independent Director was inducted to the Audit Committee on 29th day of May, 2024.

iii) Meetings & Attendance

During the year, the Audit Committee of the Company had convened 7 (seven) meetings, details of the same are as mentioned below.

ii. Nomination & Remuneration Committee

i) Description & Terms of reference

The Company has constituted and maintained competent and qualified Nomination and Remuneration Committee by complying the provisions of section 178 of the Act,

read with rule 6 of the Companies (Meetings of Board and

its Powers) Rules, 2014 and applicable provisions of the

Listing Regulations and amendments made thereunder.

The functions of the Nomination and Remuneration

Committee include the following:

• Review and approval of appointment, removal, resignation and retirement of Directors, Key Managerial Personnel and Senior Management Staff of the Company.

• Review and approval of remuneration of Directors, Key Managerial Personnel and Senior Management Staff of the Company.

• Evaluation of performance of Directors, Key Managerial Personnel, Senior Management Staff and Committees of Board.

• Review of the performance of Directors, Key Managerial Personnel and Senior Management.

• Such other matters envisaged in the aforesaid provisions of the Companies Act, 2013 and rules made thereunder.

ii) Composition

The members of the Nomination and Remuneration

Committee are as follows:

• Mr. Shinto Stanly, Independent Director was inducted to the Nomination and Remuneration Committee on 29th day of May, 2024.

iii) Meetings & Attendance

During the year, the Nomination and Remuneration Committee of the Company had convened 3 (three) meetings, details of the same as mentioned below.

iii. Stakeholders Relationship Committee

i) Description & Terms of reference

The Company has constituted and maintained competent and qualified Stakeholders Relationship Committee by complying the provisions of section 178 (5) of the Act, applicable regulations of the Listing Regulations and amendments made thereunder. The functions of the Stakeholders Relationship Committee include the following:

• Ensure that the views/concerns of the shareholders are highlighted to the Board at appropriate time and that the steps are taken to address such concerns.

• Resolve complaints related to transfer/transmission of shares, non-receipt of annual report and nonreceipt of declared dividends, General Meetings, issue of new/duplicate certificates and new certificates on split/consolidation/renewal etc.,transfer/ transmission, dematerialization and re-materialization of equity shares in a timely manner and oversee the performance of the Registrar and Transfer Agents.

• Review the process and mechanism of redressal of investor complaints and suggesting measures of improving the existing system of redressal of investor grievances

• Such other matters envisaged in the aforesaid provisions of the Companies Act, 2013 and rules made thereunder.

ii) Composition

The members of the Stakeholders Relationship Committee are as follows:

• Mr. Shinto Stanly, Independent Director was inducted to the Stakeholders Relationship Committee on 29th day of May, 2024.

iii) Meetings & Attendance

During the year, the Stakeholders Relationship Committee of the Company had convened 3 (three) meeting, details of the same are as mentioned below.

iv. Corporate Social Responsibility Committee

i) Description & Terms of reference

The Company has constituted and maintained competent and qualified Corporate Social Responsibility (hereinafter also referred to as "CSR") Committee by complying the provisions of section 135 of the Act and amendments made thereunder. The functions of the CSR Committee include the following:

• Prepare a detailed CSR Action Plan, delineating the CSR activites to be carried out during the upcoming financial years, including the budgets thereof, manner of execution, implementation schedules, modalities of utilization of funds and monitoring & reporting mechanism for the CSR activites and submit before the Board for approval on annual basis.

• Formulation and recommend to the Board, a CSR Policy which shall indicate the projects/activities to be undertaken by the Company in areas or subject, as specified in Schedule VII.

ii) Composition

Corporate Social Responsibility Committee consists of following members:

• Mr. Shinto Stanly, Independent Director was inducted to the Corporate Social Responsibility Committee on 29th day of May, 2024.

iii) Meetings & Attendance

During the year, the Corporate Social Responsibility Committee of the Company had convened 1 (one) meeting, details of the same as mentioned below.

v. Debenture and Bond Committee

i) Description & Terms of reference

The Company has constituted and maintained competant and qualified Debenture & Bond Committee by considering the provisions of the Companies Act, 2013 and amendments made thereunder. The functions of the Debenture & Bond Committee include the following:

• Processing, verifying and approving of Debenture, Bond or other debt instrument applications, offer letters, record of offers and such other related documents.

• Approval of issue and allotment of Secured Redeemable Non-Convertible Debentures, Bonds or Unsecured Redeemable Non-Convertible Debentures or such other debt instruments on private placement basis.

• Valuation of undertakings or assets of the Company, wherever it is necessary.

• Such other matters envisaged in the applicable provisions of the Companies Act, 2013 and rules made thereunder.

ii) Composition

The members of the Committee during the year under report are as follows:

• Mr. Shinto Stanly, Independent Director was inducted to the Debenture and Bond Committee on 29th day of May, 2024.

iii) Meetings & Attendance

During the year, the Debenture & Bond Committee of the Company had convened 5 (five) meetings, details of the same are as mentioned below:

vi. Risk Management Committee

i) Description & Terms of reference

The Company has constituted and maintained competent and qualified Risk Management Committee by complying the provisions of the Companies Act, 2013, directions under Master Direction - Reserve Bank of India (NonBanking Financial Company - Scale Based Regulation) Directions, 2023 and ammendments made thereunder. The Committee reviews the Risk Management Policy, document and improve risk mamagement practices, ensure appropriate/adequate reporting to the Board, manage the integrated risk, review the functioning of the Risk Management Department and any other matter as the Committee may deem fit. The Committee is involved in the process of identification, measurement, monitoring and mitigation of the various risks faced by the Company.

ii) Composition

The members of the Risk Management Committee during the year under report are as follows:

• Mr. Shinto Stanly, Independent Director was inducted to the Risk Management Committee on 29th day of May, 2024.

iii) Meetings & Attendance

During the year, Risk Management Committee of the Company had convened 1 (one) meeting, details of the same are as mentioned below:

vii. Asset-Liability Management Committee

i) Description & Terms of reference

The Company has compiled Asset-Liability Management Committee in line with provisions of Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023. The Committee ensures the adherence to the risk tolerance/limits set by the Risk Management Committee as well as implanting the risk management strategy, policies and procedures of the Company and will support the Risk Management Committee to establish a framework for the Company's risk management process and implementation.

ii) Composition

The members of the Asset Liability Management Committee during the year under report are as follows:

• In addition to the above, persons holding the positions

of the Finance Manager & Accounts Manager from time to time shall be the permanent members of the Committee.

iii) Meetings & Attendance

During the year, the Asset Liability Management Committee of the Company had convened 1 (one) meeting, details of the same are as mentioned below:

*Position of Finance Manager was vacant during the year under report.

viii. Branch Authorisation Committee

i) Description & Terms of reference

The Company has constituted Branch Authorisation Committee by complying the provisions of the Companies Act, 2013 and amedments made thereunder with powers to open new branches on PAN India basis, close, merge or shift the existing branches etc. and with ample powers for opening/closure of bank account/changes in signatories of bank accounts of all branches of the Company.

ii) Composition

The members of the Branch Authorisation Committee during the year under report are as follows:

iii) Meetings & Attendance

During the year, the Branch Authorisation Committee of the Company had convened only 3 (three) meeting, details of the same as mentioned below:

ix. Internal Complaints Committee

i) Description & Terms of reference

The Company has constituted and maintained competant and qualified Internal Complaints Committee by considering the provisions of the Sexual Harrasment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and amendments made thereunder. The functions of the Internal Complaints Committee include the following:

• Supervising the development and implementation of this policy, incuding the work of the Nodal Officer and Investigation Team, if any.

• Receive reports from the Nodal Officer concerning the conciliation, inquiry and resolution of complaints made pursuant to this policy on a quarterly basis.

• Responsibility for co-ordinating the conciliation and inquiry of any serious sexual harassment complaints concerning alleged violation of any laws, rules or regulations those apply to the Company.

• Ensure all employees are encouraged to reinforce the maintenance of a work environment free from sexual harassment.

• Organise workshops and awareness programmes at regular intervals for sensiting the employees with the provisions of the said Act and orientation programmes for the members of the Committee on periodical basis.

• Sign and submit copies of the reports of the investigations and such other supporting documents with any judicial, quasi judicial, regulatory, other government department or anyone concerned or interested in the matter signed by the Chairman of the Committee, whenever and wherever required

ii) Composition

The members of the Internal Complaints Committee during the year under report are as follows:

iii) Meetings & Attendance

During the year, the Internal Compliants Committee of the Company had convened 1 (one) meeting, details of the same are as mentioned below:

x. IT Strategy Committee

i) Description & Terms of reference

The Company has constituted and maintained competent and qualified IT Strategy Committee by complying the provisions of the Companies Act, 2013, Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023 and amendments made thereunder. The functions of the IT Strategy Committee include the following:

• Approving IT Strategy and Policy documents, implementation of process and practices, ensuring proper balance of IT investments for sustaining the Company's growth and identifying the potential risks and control of the Company.

• Develop internal framework, guidelines, plans of action and specimen formats supporting the implementation of IT policy by providing the best corporate practices and submit with the Board on annual basis for approval.

• Communicating significant IT risks to the Risk Management on periodic basis.

• Recommendation of a senior official in hierarchy of the Company, who possess adequate professional qualification and experience in the area of IT framework to the position of Chief Information Officer of the Company along with terms and conditions including a fixed tenure with the Board of Directors of the Company.

• Provide necessary directons to the Steering Committee from time to time to ensure orderly and efficient execution of the IT risk management measures in accordance with this Policy.

ii) Composition

The members of the IT Strategy Committee during the

year under report are as follows:

• Mr. Shinto Stanly, Independent Director was inducted to the IT Strategy Committee on 29th May, 2024

• In addition to the above, persons holding the positions of the Finance Manager, Accounts Manager and Information Technology Manager from time to time shall be the permanent members of the Committee.

iii) Meetings & Attendance

During the year, the IT Strategy Committee of the Company had convened 1 (one) meeting, details of the same are as mentioned below:

*Position of Finance Manager was vacant during the year under report.

xi. IT Steering Committee

i) Description & Terms of reference

The Company has constituted and maintained competent and qualified IT Steering Committee by complying the provisions of the Companies Act, 2013, Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023 and amendments made thereunder. The functions of the IT Steering Committee include the following:

• To provide oversight and monitoring of the progress of the project, including deliverables to be realized at each phase of the project and milestones to be reached according to the project timetable.

• Assist IT Strategy Committee in organizing IT training, awareness and orientation programmes at regular intervals for sensitizing the members of the Board and all Committees and employees at all levels with the IT framework of the Company.

• Formulate teams like operational staff, staff from Information System, Technology Support, Systems Development, network and Operations Services, Voice Communications, Key Business Units etc. for effective implememntation of IT Policy.

• Support IT Strategy Committee to establish a framework for the Company's risk management process and implementation.

• Assist IT Strategy Committee in maintaining a culture of co-operation and openess between the Board of Directors, management, Statutory Auditors, Internal Auditors, System Auditors etc.

ii) Composition

The members of IT Steering Committee during the year under report are as follows:

I n addition to the above, persons holding the positions of the Finance Manager, Accounts Manager, Information Technology Manager, Human Resource Manager and Operations Manager from time to time shall be the permanent members of the Committee.

iii) Meetings & Attendance

During the year, the IT Steering Committee of the Company had convened 1 (one) meetings, details of the same are as mentioned below:

*Position of Finance Manager and Operations Manager were vacant during the year under report.

xii. Meeting of Independent Directors

During the year, the Independent Directors of the Company had convened 1 (one) meeting, without presence of the Executive Director(s) and the NonExecutive Non-Independent Directors, details of the same are as mentioned below:

Pursuant to the provisions of section 134(3)(e), salient features of the Company's policy on Director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under section 178(3) is annexed as 'Annexure 2.

Nomination and Remuneration Committee Policy of the Company may be accessed on the Company's website at: https:// www.salemerode.com/downloads/policies/Nomination%20 and%20Remuneration%20Policy.pdf

Your Board has in place a well-defined performance evaluation framework for evaluating the performance of the Board, its Committees and of individual Directors, inter-alia, includes factors like participation at Board/Committee meetings, managing relationship with fellow Board Members, knowledge and skill, personal attributes like ethics and integrity, independent judgment with regard to corporate strategy, performance, risk management, corporate governance implementation and knowledge about the Company and external environment in which it operates, confidentiality level, adherence to the applicable code of conduct for Directors etc. The questionnaires and self assessment sheets used for performance evaluation, which were further reviewed and improvised during financial year are comprehensive for evaluation.

The CSR Policy of the Company has been developed in accordance with section 135 of the Companies Act, 2013 and Schedule VII of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and such other applicable rules, regulations and amendments made

thereunder. The CSR Policy includes guiding principles for carrying out the CSR activities in accordance with the provisions contained in Act and for ensuring CSR activities are conducted in all respects according to ethical, professional & legal standards and enhancing social value of the Company. The CSR Policy of the Company outlines composition of CSR Committee, role and responsibilities of the CSR Committee, role and responsibilities of CSR Compliance Officer, CSR budget, designing & selection of CSR activities, implementation, evaluation, reporting etc.

Pursuant to section 135 of the Companies Act, 2013, every Company having net worth of rupees five hundred crores or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during the immediately preceding financial year shall constitute a Corporate Social Responsibility Committee of the Board consisting of three or more Directors, out of which at least one Director shall be an Independent Director. Every Company coming under the aforesaid category has to spend, at least, 2% of the average net profits of the Company made during the three immediately preceding financial years.

The Company had no mandatory requirement to contribute CSR fund during financial year 2023-24.

The Corporate Social Responsibility taken by the Company during the financial year is detailed in the report on CSR activity which is enclosed herewith as Annexure 3'. As reported by the CSR Committee, the implementation and monitoring of the CSR Policy is in compliance with the CSR objectives and policy of the Company. Corporate Social Responsibility policy of the Company can be accessed on the Company's website at:

Pursuant to the requirements under section 134 (3) (c) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed:

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

b. that the Directors had 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 at the end of the financial year and of loss of the Company for that period;

c. t hat the Directors had 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. that the Directors had prepared the annual accounts for the year ended March 31,2024 on a going concern basis;

e. that the Directors have laid down internal financial controls for the Company and such internal financial controls are adequate and were operating effectively; and

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

The Company has in place adequate internal controls with reference to financial statements and operations, which is commensurate with the size and nature of its business. The internal control system is supported by an internal audit department which conducts regular internal audits. Your Board had appointed M/s. Saji Mathew and Associates, Chartered Accountants, Kochi as the Internal Auditors of the Company. The scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. During the year under review, internal controls were evaluated and no significant weakness were identified either in the design or operation of the control.

A fraud of Rs. 14,00,000/- (Rupees Fourteen Lakhs Only) was reported in one of the branch of the Company, which was intimated to RBI. Other than the same, no other fraud was reported during the year under report.

Events occurred after the close of the Financial Year

A new fraud of Rs. 1,83,000/- (Rupees One Lakh Eighty Three Thousand Only) was detected during the current financial year in one of the branches of the Company which was then reported to RBI.

Your Company has not accepted any Deposits from public within the meaning of section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. The Company has not accepted any loan from Directors or relative of Directors during the year under report.

No Company became or ceased to be Subsidiary or Joint Venture or Associate of the Company during the year and till the date of the report. ICL Fincorp Limited, holding 75% of the equity shares continues to be the Holding Company.

During the financial year 2019-2020, the Company has extended unsecured loan of Rs. 20,65,00,000/- (Rupees Twenty Crores and Sixty Five Lakhs Only) to its Holding Company, ICL Fincorp Limited as Inter

Corporate loan. During the Financial Year 2023-2024, the Company received interest repayment of Rs. 1,29,11,204/- (Rupees One Crore Twenty Nine Lakhs Eleven Thousand Two Hundred and Four Only).

The Company extended term loan of Rs. 10,00,00,000/- (Rupees Ten Crores Only) in tranches to the Holding Company, ICL Fincorp Limited at an interest rate of 12.5% as EMI loans.

Out of the said loan amount, the Company has received an interest repayment of Rs. 69,30,783.50/- (Rupees Sixty Nine Lakhs Thirty Thousand Seven Hundred Eighty Three and Fifty Paise Only) by the end of March 31,2024 and the remaining interest of Rs. 26,492.67/- (Rupees Twenty Six Thousand Four Hundred Ninety Two and Sixty Seven Paise only) for the financial year 2023-2024 was received on April 28, 2024, thereby making a total interest payment of Rs. 69,57,276.17/- (Rupees Sixty Nine Lakhs Fifty Seven Thousand Two Hundred Seventy Six and Seventeen Paise Only). All loans are being utilized by the Holding Company for general corporate and working capital purposes of the Company. Classification of said loans are made under note no. 8 to the financial statements.

The Company also had extended an unsecured loan of Rs. 6,00,00,000/- (Rupees Six Crores Only) to ICL Tours and Travels Private Limited at an interest rate of 18% p.a. The said loan was granted to ICL Tours & Travels Private Limited on 29th January, 2024 which was then repaid by the Company on 31st March, 2024 along with the interest of Rs. 18,34,521/- (Rupees Eighteen Lakhs Thirty Four Thousand Five Hundred and Twenty One Only) .

Except for those mentioned above, the Company has not given any other guarantee or provided security in connection with loan to any other body corporate or any person in respect of loan availed by them as per the provisions of section 186 of the Companies Act, 2013.

The Company has complied with the provisions of section 188 (1) of the Companies Act, 2013 and rules made thereunder with respect to the contracts or arrangements with related parties, details of the same is enclosed as 'Annexure 4.

Due to nature of business, energy conservation has limited applicability. The Company's operations do not account for substantial energy consumption. However, the Company is taking all possible measures to conserve energy. The Company has taken various steps to Conserve energy. Consumption of electricity and its efficient utilization is an important area of Environmental Management System and the Company has taken many steps to reduce its carbon footprint on this front. The Company has intitated to replace all high power counsuming equipments with environment friendly equipments, resulting significant savings in power consumption. Discussions on

utilizing alternate sources of energy like solar are in process. For the time being the Company has not incurred any capital investment on energy conservation equipments.

Your Company being a NBFC, has no activities involving adoption of any specific technology. However, your Company is trying its best in implementing latest information technology and tools towards enhancing our customer convenience. The Company has started initiating various digital transformations during the year providing a great customer experience, improved business efficiencies, ease of operations and effective risk management. The Company believes in extending the digital interface to customers through various channels for better reach and convenience. The Company is trying to take initiative towards an end-to-end online home loan application and fulfillment platform, doing away with the traditional pen and paper process which also involves physical transfer of loan application files.

During the year under review, the Company has not entered into any transactions resulting in foreign exchange earnings or foreign exchange outflow.

The Company has internal Risk Management Policy wherein all material risks faced by the Company are managed by competent personnel and the same is reviewed by Risk Management Committee on a periodic basis. The Company is generally exposed to the following types of risks.

Strategic Risks are potential business threats arising from events and trends that can adversely impact the Company's strategic growth trajectory and destroy shareholder value. Strategic risks includes the following:

a. Political/Government related Risks

b. Competition Risk

c. Reputational Risk

d. Force Majeure

e. Legal Risk

f. Regulatory & Compliance Risk

g. Credit Rates Risk

Operating risk is the level of uncertainty associated with the core operations of a business. Operating risks includes the following:

a. Liquidity Risk

b. Currency Risk

c. Interest Rate risk

d. Credit Risk

e. Employee Risk

f. Information Technology Risk

g. Fraud Risk

The Risk Management Committee will periodically review these various risks faced by the Company and will advise the Board on risk mitigation plans on such risks. To cut it short, the risks and the mitigation plans are explained briefly as follows:

Political/Government related risks

This includes changes in the government policies or any sociopolitical contingencies which may adversely affect the business of the Company.

Mitigation Plan: Reviewing and monitoring the changes in rules and regulations in relation to NBFCs by the Government will help the Company to oversee the consequences and act accordingly to a certain extend.

Competition Risks

Major competitions faced by the Company are from other NBFCs, different types of banking Companies including public sector/private sector banks, Co-operative banks, foreign banks, India Post, local money lenders and other unauthorized financiers.

Mitigation Plan: Your Company is having a good internal quality check mechanism to keep a close watch on competitor's strengths, weaknesses, competition dynamics etc. and focus on the awareness campaigns as per the directions of Reserve Bank of India among its employees, stakeholders etc. The marketing department will concentrate on these areas and ensure that these competitions do not affect the smooth functioning of the Company.

Reputational Risks

Damage to the trust and confidence of the stakeholders that may materially and adversely affect the business, future financial performance and results of operations of the Company constitute reputational risks of the Company.

Mitigation Plan: Ensures accuracy in its documents published through Website, Regulatory Bodies and Social media and keeping prompt compliance with regulatory directives and other laws both in letter and spirit.

Force Majeure

This includes Covid-19 outbreak in the society as well as within the Company's premises that adversely affect the financial position as well as the operating results of the Company

Mitigation Plan: Your Company developed a disaster management plan with delegation of responsibility and set up Nodal Disaster Management Committee to prevent any such loss.

Legal, Regulatory and Compliance Risk

Being a NBFC, the Company has to follow various acts and any non-compliance in relation to the above areas will lead to huge penalty and loss of reputation for the Company.

Mitigation Plan: Your Company retained well-structured professionals including Chartered Accountants, Company Secretaries, Cost Accountants, Advocates, high profile retired hands etc. to ensure all the compliances are being done in a fair and timely manner.

Credit Rates Risks

Any, downgrade of credit ratings would increase borrowing costs and constrain access to debt and bank lending markets and thus, would adversely affect business.

Mitigation Plan: Oversee the factors determining the credit ratings of the Company will prevent downgrading of credit ratings.

Liquidity Risks

This includes financial risk due to uncertain liquidity. Liquidity Risk management in NBFCs are defined as the risk of being unable either to meet their obligations to depositors or unable to invest to meet unacceptable costs or losses occurred.

Mitigation Plan: Your Company is having a reliable Management Information System to provide timely and forward-looking information on the liquidity position of the Company and report to the Asset Liability Management Committee, both under normal and stress situations.

Interest Rate Risk

I nterest rate risk is the risk where changes in market interest rates might adversely affect the Company's financial condition.

Mitigation Plan: Your Company estimates the behavioral pattern of various components of assets and liabilities on the basis of past data/empirical studies to classify assets and liabilities in the appropriate time buckets.

Credit Risk

Credit Risk is one of the major inevitable financial risks charged with every NBFC. It may be defined as the potential that a borrower or counter party will fail to meet their obligations in accordance with agreed terms.

Mitigation Plan: Well structed customer verification, recovery management etc. will support reduction of credit risks of the Company.

Employee Risk

The Company rely significantly on the performance of Board of Directors, Key Managerial Personnel and Top Level Management. Loss of any member from the said category may adversely affect business and results of operation. Identifying potential and caliber candidatures in right position of the Company and maintain them for future is another employee related risk.

Mitigation Plan: Equal opportunity in terms of position & remuneration, continuous training and development programs etc. will prevent the employee turnover of the Company.

Fraud Risk

Fraudulent risks arises from different types of frauds involving Directors, employees of the Company, employees of subsidiary or Group Companies, security holders, other agencies deployed for the Company's activities, whether working from any of the Company's offices or any other location, contractors, vendors, suppliers or agencies.

Mitigation Plan: Security arrangements both physical & electronic form and periodically check of all areas of operations through gold audit, internal audit etc. will help the Company to reduce the fraudulent risks.

In the opinion of the Board there are no risks which may threaten the existence of the Company.

The Company has established a vigil mechanism to promote ethical behavior in all its business activities and has in place a mechanism for employees to report any genuine grievances, illegal, unethical behaviors, suspected fraud, violation of laws, rules and regulation or conduct to the Whistle Blower Officer or Audit Committee or the Board of Directors of the Company. The policy also provides for adequate protection to the whistle blower against victimization or discriminatory practices. Further, vigil mechanism ensures direct access to the higher levels of supervisors and/or to the Chairman of the Audit Committee, in appropriate or exceptional cases. The details of the Whistle Blower Policy are available on the website of the Company at www.salemerode.com.

During the year under review, there were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

The Company in its 92nd Annual General Meeting held on 15th day of July, 2023 had re-appointed the Statutory Auditors, M/s. Manikandan & Associates, FRN. 008520S, Chartered Accountants, Krishna Arcade, Near Marathompilly Krishna Temple, KSRTC Road, Chalakudy, Thrissur, Kerala - 680307 for 5 (five) consecutive financial years commencing from from 2023-2024 to 2027-2028 and to hold office from the conclusion of 92nd Annual General Meeting to the conclusion of 97th Annual General Meeting for the financial year ending March 31, 2028.

However M/s. Manikandan & Associates has on 22nd day of August, 2024 resigned from the postion of Statutory Auditors of the Company with effect from the conclusion of 93rd Annual General Meeting of the Company citing following reasons:

Your Board has approved the appointment of M/s. Mohandas & Associates, Firm Registration No. 002116S, Chartered Accountants, 3rd Floor, Sree Residency, Press Club Road, Thrissur, Kerala - 680001 as the Statutory Auditors of the Company in place of resigning Auditors. M/s. Mohandas & Associates has fulfilled the conditions specified in the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and other applicable provisions under the Reserve Bank of India Act, 1934 & the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the proposed appointment as the Statutory Auditors of the Company and are independent of the management. Hence, your Board recommends the appointment of M/s. Mohandas & Associates as the Statutory Auditors of the Company for 5 (five) consecutive financial years commencing from 2024-25 to 2028-29.

The Statutory Auditor has not made any qualification, reservation or adverse remark or disclaimer in the audit report for the financial year 2023-24.

Your Board has appointed Mr. Yacob P.O., Practising Company Secretary having office at 02nd Floor, Kalarikkal Building, Karingachira, Tripunithura, Kerala - 682301 as the Secretarial Auditor of the Company. The Secretarial Audit Report in form MR 3 is enclosed as Annexure 5' forms part of this report.

The Secretarial Auditor has in his secretarial audit report for the financial year 2023-24 qualified as follows:

"The Company has not complied with the provisions laid under section 124 (6) of the Act read with rule 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and regulation 39(4) of the Listing Regulations with respect to the transfer of Equity Shares in respect of which dividend has not been paid or claimed for seven consecutive years or more to Investor Education and Protection Fund and its related reportings."

Your Board hereby states that even though the unclaimed dividend holders shares were transferred to IEPF, the same were not reported via IEPF-4 forms but after the migration of IEPF-4 form into MCA V3 portal, the Company has successfully filed IEPF-4 forms for the financial years 2008-09, 2009-10, 2010-11 and 2011-12 The filing of IEPF - 4 for the Financial year 2012-13 is under process. Further, the said qualification does not have any material adverse effect on the financial statements or on the functioning of the Company.

The Company has complied with all the provisions stipulated under Secretarial Standards issued by the Institute of Company Secretaries of India.

The Company has completed corporate actions with respect to issue of Non-Convertible Debentures on time. Other than the said Non-Convertible Debentures, there was no other corporate actions like buy back of securities, payment of dividend declared, mergers and de-mergers, delisting, split and issue of any other securities occurred during the year under report.

The Annual Return in form MGT-7 as per section 134(3)(a) & section 92(3) of the Companies Act, 2013, read with rule 12 of Companies (Management & Administration) Rules, 2014 is available on the website of the Company at https://www.salemerode.com/ downloads/policies/Form%20MGT7 2023-2024.pdf

a) The Consolidated Financial Statements will be presented by ICL Fincorp Limited, Holding Company.

b) The Company has taken sufficient measures to maintain good and well-structured stakeholder relationship, customer relationship, environment, sustainability and health and safety and various Committees were constituted and maintained to monitor the same.

c) The Company has convened its Annual General Meeting within stipulated time as specified under the Companies Act, 2013.

d) The cost records required to be maintained by the Companies pursuant to an order of the Central Government is not applicable to the Company.

e) General Disclosures

i. The Company has not issued any equity shares or preference shares or any other securities which carry a right or option to convert such securities into shares;

ii. There was no issue of equity shares with differential rights as to dividend, voting or otherwise;

iii. There was no issue of sweat equity shares to Directors or employees of the Company under any scheme;

iv. There was no raising of funds/issue of shares through preferential allotment, rights issue or qualified institutional placement;

v. There was no options in respect of Employee Stock Options Scheme(s) granted, lapsed, excercised etc;

vi. There was no shares held in trust for the benefit of employees;

vii. The Company has not issued any warrants during the year;

viii. There were no voting rights which are not directly exercised by the employees in respect of equity shares for the subscription/purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Act);

ix. There was no suspension of trading of securities of the Company;

x. There was no revision made in financial statements or the Board's Report of the Company in respect of any of the three preceding financial years;

xi. There was no change in financial year;

xii. There was no major capital expenditure programmes carried out during the year.

xiii. There was no activities carried out in relation to acquisition, merger, expansion, modernization and diversification;

xiv. There was no activities carried out in relation to developments, acquisition and assignment of material Intellectual Property Rights;

xv. The Company has not inducted any strategic and financial partners during the year;

xvi. The Company has not delisted its equity shares, during the year or till the date of the report;

xvii. The Company has not reclassified or sub-divided the Authorised Share Capital;

xviii. There was no reduction of share capital or buy back of shares occurred during the year;

xix. There was no change in the capital structure resulting from restructuring; and

xx. There was no change in voting rights of shareholders of the Company.

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment ofWomen at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has not received any complaint of sexual harassment during the year under report.

Your Company has complied and continues to comply with all the regulatory requirements applicable to Non- Banking Financial Institutions as per Reserve Bank of India's guidelines pertaining to Non-Performing Assets, Know Your Customer, Loan to Value, Fair Practices Code, Capital Adequacy, Leverage Ratios etc. However, due to delay in finalization of financial statements of all Companies falls under common promoter group, the Company was unable

to complete filings or compliances as stipulated under Scale Based Regulations 2023 - Non-Banking Financial Company within stipulated time. The Company has taken sufficient measures to comply the same on war footing basis.

The Company does not have any employee whose remuneration exceeding the limits prescribed under section 197 (12) of the Companies Act, 2013 read with rule 5 (2) of the Company's (Appointment and Remuneration of Managerial Personnel Rules), 2014. Further details are given in 'Annexure 6' forming part of the Board Report.

Mr. K.G.Anilkumar, Managing Director was paid sitting fees of Rs. 15,000/- (Rupees Fifteen Thousand Only) for attending 6 (six) Board Meetings of the Company during financial year 2023-24 and after the close of the financial year Rs. 7,500/- (Rupees Seven Thousand Five Hundred Only) was paid for attending 3 (three) more meetings of the Board for the financial year 2023-24 and was not paid any other commission or sitting fees for attending Committee Meetings of the Company. The Managing Director of the Company is also the Managing Director of ICL Fincorp Limited, Holding Company and has received a remuneration of Rs. 96,000.00/- (Rupees Ninety Six Thousand Only) as sitting fees for attending Board Meetings from the Holding Company during the financial year 2023-24.

The Company has utilized the funds raised by way of issue of Unlisted Redeemable Secured Non-Convertible Debentures for the purpose as mentioned in the private placement offers.

Pursuant to regulation 15 of Chapter IV of Listing Regulations Corporate Governance compliances as specified in regulation 17 to regulation 27, clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D, and E of Schedule V is not applicable to the Company and a declaration in this effect is submitted with the stock exchange at regular intervals. However, your Board ensure good corporate governance in the Company.

There was no public autions of gold pledged with the Company occurred during the year under report.

The Company maintain Capital Adequacy Ratio ("CRAR") well above the statutory requirement and achieved a CRAR of 49.04% in financial year 2023-24 compared to 19.05% in the previous financial year. The CRAR for tier I assets stood at 49.04% in financial year 2023-24 compared to 19.04% in the previous financial year. The CRAR for tier II assets reduced from 0.01% to 0.00% in financial year 2023-24.

Equity Shares of your Company are listed only on BSE Limited. Your Company has paid applicable listing fees to stock exchange.

The Company has designated Mr. Anoop K.P as Customer Grivances Redressal Officer. The communication details for reporting grievances is as follows:

Mr. Anoop KP

Grievence Redressal Officer Salem Erode Investments Limited,

Main Road, Irinjalakuda - 680121

Phn No.0480 2828071, E-mail id: grievanceredressal@ salemerode.com

The Company has designated Mr. Sam S. Maliakal, Human

Resources Manager as Employee Grievances Redressal Officer. The communication details for reporting grievances is as follows:

Mr. Sam S. Maliakal,

Human Resource Manager,

Salem Erode Investments Limited,

Main Road, Irinjalakuda - 680121

Phn No. 0480 2828071, Mail id: hrm@iclfincorp.com

The Board wishes to place on record its sincere appreciation to the Company's Customers, Central and State Government Bodies, Auditors, Legal Advisors, Consultants, Registrar and Bankers for their continued support to the Company during the year under report. The Board also expresses its sincere gratitude to the members, other security holders and employees of the Company for their continued trust, co-operation and support.

By order of Board of Directors,

For Salem Erode Investments Limited