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DIRECTORS' REPORT

Satin Creditcare Network Ltd.

GO
Market Cap. ( ₹ in Cr. ) 1805.10 P/BV 0.71 Book Value ( ₹ ) 230.05
52 Week High/Low ( ₹ ) 232/132 FV/ML 10/1 P/E(X) 9.70
Book Closure 05/08/2020 EPS ( ₹ ) 16.85 Div Yield (%) 0.00
Year End :2025-03 

It is our immense pleasure to present the 35th Annual Report along with the audited financial statements of the Company for
the financial year ended March 31,2025. The consolidated performance of the Company and its subsidiaries has been referred
to wherever required.

FINANCIAL SUMMARY/HIGHLIGHTS, STATE OF AFFAIRS

Particulars

Standalone

Consolidated

March-25

March-24

March-25

March-24

Total Revenue

2,37,676.25

2,05,064.82

2,60,190.91

2,24,052.78

Total Expenses excluding depreciation and amortization

2,12,018.22

1,46,482.12

2,33,887.24

1,63,497.85

Profit before Depreciation and tax

25,658.03

58,582.70

26,303.67

60,554.93

Depreciation and amortization expenses

2,360.10

1,997.75

2,726.88

2,266.14

Profit / (Loss) before Tax

23,297.93

56,584.95

23,576.79

58,288.79

Tax Expense

1,641.70

14,300.54

4,964.19

14,694.99

Profit / (Loss) after Tax

21,656.23

42,284.41

18,612.60

43,593.80

Other comprehensive income

(4,107.36)

(6.45)

(4,435.89)

607.03

Total comprehensive income for the year

17,548.87

42,277.96

14,176.71

44,200.83

OPERATIONS, FUND RAISE, PROSPECTS AND FUTURE

PLANS

Operational Highlights in brief (Standalone basis)

- The aggregate Assets under Management (AUM) of
the Company stood at INR 11,31,629.77 Lakhs as on
March 31, 2025. This represents a year on year (YoY)
growth of 6.8% as compared to March 31,2024.

- Loan amount of INR 9,83,660.54 Lakhs was disbursed
in the financial year 2024-25, representing an increase
of 1.5% as compared to the financial year 2023-24.

- The Company disbursed 18,32,105 loans during the
financial year 2024-25, a decrease of 9.6% over the
financial year 2023-24.

- Average loan amount disbursed per account during
the financial year 2024-25 was INR 0.54 Lakhs as
compared to INR 0.48 Lakhs during the financial year
2023-24.

- The Company has operations spread across 27 states
& union territories and a total of 1,454 branches PAN
India.

- Profit before tax declined by 59% to INR 23,297.93
Lakhs. The decline in profit for the year is on account
of sector headwinds which led to increase in Opex and
Credit cost.

- During the financial year 2024-25, the Company saw
49% decrease in its profitability with net profit of INR
21,656.23 Lakhs for the year ended March 31,2025 as
compared to a net profit of INR 42,284.41 Lakhs for the
year ended March 31,2024.

- Total Income increased from INR 2,05,064.82 Lakhs
for the year ended March 31, 2024 to INR 2,37,676.25
Lakhs for the year ended March 31, 2025 which is
mainly due to increase in AUM of the Company.

- The Return on Average Assets stood to 2.07% in the
financial year 2024-25 as compared to 4.77% in the
financial year 2023-24.

- Net Interest Margin has changed to 13.03% in the
financial year 2024-25 as against 13.15% in the
financial year 2023-24.

- The Company’s strong liquidity position provides
significant headroom for growth.

- The Company has CRAR of 25.85% as on March 31,
2025 as compared to 27.66% as on March 31,2024.

Credit Rating

The Company believes that its credit rating and strong brand
equity enables it to borrow funds at competitive rates. The
credit rating details of the Company as on March 31, 2025
were as follows:

Credit Rating
Agency

Instruments

Rating

ICRA

Long-Term Debt Ratings
(Non-convertible Debentures)

ICRA A
(Stable)

Long-Term Debt Ratings
(Non-convertible Debentures -
Subordinate Debt)

Long-Term/Short-Term fund-
based term bank facilities
programme

Credit Rating
Agency

Instruments

Rating

Long-Term fund-based term loan
facilities programme

ICRA A
(CE)

Short-Term Ratings

ICRA A1

CARE

Long-Term Debt Ratings
(Non-convertible Debentures)

CARE

BBB

(Stable)

Long Term Debt Ratings
(Non-convertible Debentures -
Subordinate Debt)

Operational highlights

Particulars

March 31, 2025

March 31, 2024

Number of branches

1,454

1,236

Amount disbursed
(INR in Lakhs)

9,83,660.54

9,69,125.38

Number of active clients

32,87,098

33,38,888

Total Assets under

11,31,629.77

10,59,281.81

management
(INR in Lakhs)

FUND RAISE

(a) Resource Mobilization:

During the financial year 2024-25, the Company has
continued to diversify the sources of funds and raised
a total sum of INR 7,74,240.10 Lakhs by way of short¬
term loans, long-term loans, issue of non-convertible
debentures, external commercial borrowings,
securitization and assignment. Out of overall amount
of INR 7,74,240.10 Lakhs raised through borrowings,
INR 83,227.13 Lakhs was raised by issuance of non¬
convertible debentures & USD denominated Bonds,
INR 2,85,615.09 Lakhs was raised by way of term loan,
INR 70,859.20 Lakhs by way of Securitisation, INR
2,83,846.48 lakhs by way of Direct Assignment and
INR 5,499.00 Lakhs was raised by way of Commercial
Paper. The Company also raised funds through external
commercial borrowing (ECB) route of INR 45,193.20
Lakhs.

Subordinated Debts represented long term source of
funds for the Company and the amount outstanding as
on March 31,2025 was INR 33,005.00 Lakhs.

(b) Bank Finance:

As on March 31, 2025, borrowings from banks were
INR 6,23,913.84 Lakhs as against INR 6,93,148.62
Lakhs as on March 31,2024.

Please refer the Management Discussion and Analysis
Report
for more information.

(c) Non-Convertible Debentures (NCDs):

i. During the financial year 2024-25, the Company
has successfully raised, by way of Private
Placement basis, INR 57,700 Lakhs through
issuance of 57,700 Listed, Secured NCDs having
face value of INR 1,00,000 each. These NCDs are
listed on Wholesale Debt Market (WDM) segment
of BSE Limited (BSE).

ii. Details of NCDs which have not been claimed by
the Investors:

There are no NCDs, which have not been claimed
by the Investors or not paid by the Company after
the date on which these NCDs became due for
redemption.

COMPANY'S PROSPECTS, FUTURE PLANS AND BUSINESS
OVERVIEW

Financial year 2024-25 was characterized by considerable
headwinds across the microfinance sector. In the face of
these challenges, the Company has emerged as a resilient
and consistent performer, demonstrating operational
stability, financial prudence, and strategic clarity.

While the industry experienced a de-growth of 13.5% during
the year, the Company achieved an AUM growth of 6.8% on
a year-on-year basis, reflecting its disciplined execution and
customer-centric approach. The AUM as on March 31,2025
stood at INR 11,31,629.77 Lakhs. During the year, it forayed
into a new state, Nagaland, in line with its strategy to extend
its inclusive charter to more individuals from low-income
groups. With this expansion, its presence is spread across
27 states and union territories through a network of 1,454
branches serving ~33 Lakhs clients.

Encouragingly, its Portfolio at Risk (PAR) trajectory began
to improve from November, 2024 onwards, driven by strong
client engagement, early intervention strategies and a risk
management framework that continues to deliver. PAR 1
improved significantly, declining by 192 basis points from
6.8% in September, 2024 to 4.9% by March, 2025. It also saw
a positive shift in PAR 90 that stood at 3.7% as on March,
2025, highlighting its ability to arrest forward flows. The
credit cost for the year remained well within the guided
range, supported by its prudent underwriting practices and
continuous portfolio monitoring.

Despite the broader industry contraction, the Company
remained profitable across the year reporting a Profit after
Tax (PAT) of INR 21,656.23 Lakhs, underlining the strength
of its business model and reinforcing the strength and
consistency of its financial performance. The Company
maintained sufficient liquidity during the year, leveraging
strong institutional ties and a diverse funding base to
effectively manage liabilities and maintain financial flexibility.

The Company continues to benefit from a stable and
experienced leadership team, with the core management
averaging over nine years of tenure. This consistency
has provided strategic depth and operational continuity,
especially during periods of external volatility.

Furthermore, it has intensified its focus on subsidiaries,
which play an increasingly integral role in enhancing
portfolio diversification and mitigating concentration risks.
This is in alignment with its broader objective of building
a well-balanced, future-ready one stop financial services
institution for rural India.

Few key developments of the year are highlighted below:

• Ventured into technology offerings with new subsidiary
i.e. Satin Technologies Limited;

• Enhanced governance framework, with appointment of
three new independent directors;

• Successfully raised USD 100 million syndicated social
term loan via External Commercial Borrowing;

• Received "SQS2 Sustainability Quality Score from
Moody’s Ratings for its Social Financing Framework;

• Honored with the prestigious 'Microfinance
Organization of the Year Award’ in the large category at
the Global Inclusive Finance Summit 2024.

Moving forward, backed by its strong emphasis on
asset quality, tech-driven and robust underwriting
process and a long-term mindset, it believes that it can
carry forward its growth momentum into financial year
2025-26. It remains well-positioned to capitalize on
emerging opportunities, backed by a solid governance
framework, resilient business fundamentals, and an
unwavering commitment to financial inclusion.

Please refer to the Management Discussion and Analysis
Report
for more information on the Company’s Business
Overview.

SHARE CAPITAL
Authorized Share Capital

During the financial year 2024-25, there is no change in
Authorized Share Capital of the Company. The Authorized
Share capital of the Company as at March 31, 2025
stood at INR 2,00,00,00,000 (Indian Rupees Two Hundred
Crore only) divided into 12,50,00,000 (Twelve Crore and
Fifty Lakhs only) Equity Shares of INR 10 (Indian Rupees Ten)
each and 7,50,00,000 (Seven Crore and Fifty Lakhs only)
Preference Shares of INR 10 (Indian Rupees Ten only) each,
ranking pari-passu in all respects with the existing Equity
Shares and Preference Shares of the Company, respectively,
as per the Memorandum and Articles of Association of the
Company.

Paid-up Share Capital

a. Equity Share Capital

As on March 31, 2025, the paid-up Equity Share
Capital of the Company stood at INR 1,10,47,09,650
comprising of 11,04,70,965 Equity Shares of face value
of INR 10 each fully paid up.

b. Preference Share Capital

As on March 31, 2025, the Paid-up Preference Share
Capital of the Company stood as Nil.

DIVIDEND

Considering the Company’s growth, future strategy and
plans, the Board of Directors consider it prudent to conserve
resources and do not recommend any dividend on equity
shares for the financial year 2024-25.

The Company has formulated a Dividend Distribution
Policy in accordance with provisions of Regulation 43A of
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended, for bringing transparency
in the matter of declaration of dividend and to protect the
interest of investors.

The Dividend Distribution Policy is available on the website
of the Company at
https://satincreditcare.com/wp-content/
uploads/2021/08/Dividend-Distribution-Policy.pdf.

AMOUNT TRANSFERRED TO RESERVES

An amount of INR 4,331.24 Lakhs, being 20% of the profit
after tax (PAT) was transferred to Statutory Reserve of the
Company pursuant to Section 45-IC of the Reserve Bank of
India Act, 1934. Further, the closing balance of the retained
earnings of the Company for the financial year 2024-25,
after all appropriation and adjustments was INR 96,348.39
Lakhs.

DEPOSITS

The Company continues to be categorized and operate as a
Non-Deposit taking Non-Banking Financial Company - Micro
Finance Institution (NBFC-MFI) and has not accepted any
deposits from the public within the meaning of provisions of
the Non-Banking Financial Companies Acceptance of Public
Deposits (Reserve Bank) Directions, 2016 and the provisions
of the Act.

RBI GUIDELINES

Pursuant to RBI master direction on 'Scale Based
Regulation (SBR): A Revised Regulatory Framework for
NBFCs’ dated October 19, 2021, as amended from time to
time, the Company was categorized as NBFC-Middle Layer
(
NBFC-ML) and it continues to be under the same category

till date. The Company continues to fulfil all the norms and
standards laid down by RBI pertaining to non-performing
assets, capital adequacy, and other ratios as applicable to
the Company.

As prescribed by RBI norm for Capital Adequacy of 15%, the
capital to risk-weighted assets ratio of the Company was
25.85% as on March 31,2025. In line with the RBI guidelines
for asset liability management (ALM) system for NBFCs, the
Company has an Asset Liability Management Committee,
which meets quarterly to review its ALM risks and
opportunities. The Company continues to be in compliance
with the RBI Scale Based Regulation.

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS

During the financial year 2024-25, in terms of provisions of
Section 186(1) of the Companies Act, 2013 ("
the Act"), the
Company did not make any investment through more than
two layers of investment companies.

The Company, being a NBFC registered with RBI and
engaged in the business of giving loans in ordinary course
of its business, is exempt from complying with provisions of
Section 186 of the Act with respect to loans, guarantees and
investments. Accordingly, the Company is exempted from
complying with the requirements to disclose full particulars
of the loans given, investment made or guarantee given or
security provided in the financial statement.

Further, details of loans and investments outstanding during
the financial year are furnished in notes to the Standalone
Financial Statements of the Company.

RELATED PARTY TRANSACTIONS

The Company has in place a Policy on Related Party
Transactions ("RPT Policy"), as amended from time to time.
The RPT Policy provides for identification of RPT, necessary
approvals from the Audit Committee/Board/ Members,
reporting and disclosure requirements in compliance with
the provisions of the Act and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015
(“SEBI LODR
Regulations")
. The said RPT Policy can be accessed on the
website of the Company at
https://satincreditcare.com/wp-
content/uploads/7075/04/RPT-Policy.pdf

All contracts or arrangements executed by the Company
during the year under review with related parties were on
arm’s length basis and in the ordinary course of business.
During the year under review, the Company has not
entered into any contract(s)/arrangement(s)/transaction(s)
with related parties which could be considered material
in accordance with Regulation 23 of the SEBI LODR
Regulations, as amended and the RPT Policy of the

Company. Hence, the disclosure of RPTs as required under
Section 134(3)(h) of the Act, 2013 in Form AOC-2 is not
applicable to the Company.

All RPTs were placed before the Audit Committee and
Board of Directors for their approval, wherever applicable.
Further, a statement of all Related Party Transactions is also
presented before the Audit Committee on a quarterly basis.
Further, details of related party transactions as required to be
disclosed as per Indian Accounting Standard - 24 "Related
Party Disclosures" specified under Section 133 of the Act
are given in Note 54 forming part of Standalone Financial
Statements of the Company.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL
CONTROLS

The policies and procedures adopted by the Company take
into account the design, implementation and maintenance of
adequate internal financial controls, keeping in view the size
and nature of the business. The internal financial controls
ensure the orderly and efficient conduct of its business. The
controls encompass safeguarding of the Company’s assets,
strict adherence to policies, and prevention and detection of
frauds and errors against any unauthorized use or disposition
of assets and misappropriation of funds. These controls
help to keep a check on the accuracy and completeness of
the accounting records and timely preparation of reliable
financial disclosures. The Audit Committee ensures that all
procedures are properly authorized, documented, described
and monitored. The Company has in place technologically
advanced infrastructure with computerization in all its
operations, including accounts and MIS.

The Company has in place strong internal audit processes
and systems and designs annual risk-based audit plan to
ensure optimum portfolio quality and keep risks at bay.
There is a risk-based audit methodology for field audits
and corporate functions audits which are planned based on
various risk-based parameters. There is a full-fledged in¬
house Internal Audit department. The branch and regional
office audits take place generally thrice a year and corporate
function audits takes place as per periodicity defined in the
approved internal audit plan.

The Audit Committee of the Board of Directors, comprising
of Non-Executive Directors, periodically reviews the internal
audit reports, covering findings, adequacy of internal controls,
and ensures compliances. The Audit Committee also meets
the Company’s Statutory Auditors to ascertain their views
on the financial statements, including the financial reporting
system, compliance to accounting policies and procedures,
adequacy and effectiveness of the internal controls and
systems followed by the Company.

Information System Security controls enable the Company
to keep a check on technology-related risks and also
improve business efficiency and distribution capabilities.
The Company is committed to invest in IT systems,
including back-up systems, to improve the operational
efficiency, customer service and decision-making process.
The exemplary standards of the Company’s internal control
systems are clearly demonstrated by its achievement of the
ISO 27001:2022 certification, following a rigorous two-stage
audit process conducted by a third-party certification body
including both Documentation Audit and Control Testing
Audit. Additionally, the Company undergoes an annual
Surveillance Audit by independent ISO auditors to maintain
this certification. By adhering to ISO 27001 standards, the
organization proactively identifies and mitigates potential
security threats to financial data, thereby bolstering
the integrity, confidentiality, and availability of financial
information. This strategic approach significantly reduces
the risk of fraud, unauthorized access, and data breaches.
It also reinforces to stakeholders-such as investors and
customers-that the organization is fully committed to
protecting sensitive financial information, thus fostering
greater trust and credibility.

IT security controls are essential measures implemented to
protect digital assets from unauthorized access, alteration,
or destruction. These controls encompass a range of
technologies, processes, and policies designed to safeguard
information systems, networks and data from cyber threats
& vulnerabilities. There are robust cloud systems which
have been implemented efficiently, ensuring scalability,
security and reliability for seamless operations and data
management.

The Company has implemented a robust "Centralized
Shared Services Centre (CSS)" to enhance the vigilance
and accuracy of customer onboarding. The Centralized
Shared Services, an outsourced process unit, plays
a crucial role in verifying loan applications and KYC
documents, ensuring the authenticity of clients receiving
disbursements. In addition, we leverage e-KYC and
e-signature technology using IRIS for seamless agreement
signing, while incorporating AI-based cameras during the
sourcing process and capturing geo-location data and
In-house developed FRS (Face Recognition System) is used
to verify the identity of individuals performing disbursement
transactions. This integrated approach has significantly
strengthened our ability to filter out adverse customer
profiles, ensuring more accurate customer selection and
sanctioning.

MATERIAL EVENT RECORDED SUBSEQUENT TO THE DATE
OF FINANCIAL STATEMENTS

There is no material change and commitment adversely
affecting financial position of the Company, which
has occurred between end of the financial year of the
Company i.e. March 31,2025 and as on date of this Annual
Report.

DETAILS OF SUBSIDIARY, ASSOCIATE AND JOINT
VENTURE COMPANIES, AS REQUIRED UNDER RULE 8 OF
THE COMPANIES (ACCOUNTS) RULES, 2014

Subsidiary, Associate and Joint Venture Companies

The Company has following 3 (three) wholly owned
subsidiaries as on March 31, 2025. There are no associate
or joint venture company within the meaning of Section 2(6)
of the Act.

During the financial year 2024-25, the Company has
incorporated a new company namely "
Satin Technologies
Limited
" as its wholly owned subsidiary. Further, there has
been no material change in the nature of the business of the
subsidiaries.

1. Satin Housing Finance Limited (“SHFL") - SHFL was

incorporated on April 17, 2017, as a wholly-owned
subsidiary of the Company. SHFL is registered with
National Housing Bank (NHB) and holds Certificate of
Registration (COR) as Housing Finance Company (not
holding/accepting Public deposits) dated November
14, 2017 to carry on activities of housing finance
business under Section 29A of the National Housing
Bank Act, 1987. SHFL is engaged in providing long¬
term finance for purchase, construction, extension and
repair of houses for the retail segment along with loans
against residential property, commercial property and
plots. During the financial year 2024-25, the Company
has infused INR 2,231.14 Lakhs by way of equity share
capital (excluding share premium) due to which the
paid-up capital stood at INR 15,193.47 Lakhs as on
March 31,2025.

Networth of SHFL as on March 31, 2025 was INR
26,229.65 Lakhs which exceeds 10% of the consolidated
net worth of the Company and consequently. SHFL
qualifies as material Subsidiary of the Company w.e.f.
March 31,2025.

2. Satin Finserv Limited (“SFL") - SFL was incorporated
on August 10, 2018 as a wholly-owned subsidiary of
the Company. SFL is Non-Banking Finance Company
registered with Reserve Bank of India (RBI) engaged in

the business of providing Loans to entrepreneurs, small
business owners (MSMEs) and individual businesses
for their business requirements. SFL has adopted a
unique credit underwriting and assessment model to
understand the income source and derive eligibility of
the potential customers. As on March 31,2025, it’s paid
up capital stood at INR 15,755.79 Lakhs
.

3. Satin Technologies Limited (“STL") - STL was
incorporated on August 13, 2024, under the provisions
of the Act, as a wholly-owned subsidiary of the
Company and is currently in the beginning phase of its
operations. With a focus on harnessing the power of
technology to drive efficiency, scalability and customer
satisfaction, STL is well-equipped to meet the evolving
needs of businesses in the digital age and aims to
become a leader in providing state-of-the-art digital
solutions that can transform the way businesses
operate. STL is engaged into Information Technology
business. During the financial year 2024-25, the
Company has infused INR 200 Lakhs by way of equity
share capital.

Business Highlights of Satin Housing Finance Limited

SHFL’s net worth stood at INR 26,229.65 Lakhs as at March
31,2025. As on that date, regulatory Capital to Risk Assets
Ratio (CRAR) was 52.27%. SHFL’s total income during the
year ended March 31, 2025 was INR 11,514.73 Lakhs as
compared to previous year ended March 31,2024 was INR
9,231.30 Lakhs and earned net profit after tax during the year
ended March 31, 2025 of INR 404.26 Lakhs as compared
to net profit after tax during previous year ended March 31,
2024 of INR 874.43 Lakhs. SHFL have been profitable in last
five successive years.

Business Highlights of Satin Finserv Limited

SFL’s net worth stood at INR 18,255.74 Lakhs as on March
31, 2025. SFL has reported total income of INR 12,661.71
Lakhs during the year ended March 31, 2025 and Profit
before tax stood at INR 1,058.30 Lakhs. Capital to Risk Asset
Ratio (CRAR) is 37.62% which is well above the regulatory
requirement of 15.00%. SFL has shown decent growth in
terms of sanctions & disbursements of loans with retail
disbursements having grown by 51% in FY25 as compared
to FY24 for SME business. During the financial year 2024¬
25, SFL has disbursed loans of INR 34,789.53 Lakhs in SME
business and as a strategy SFL has stopped disbursement
in business correspondent business and thereby, achieved
AUM of INR 51,631.84 Lakhs (on book) and INR 3,135.71
Lakhs (off book).

Business Highlights of Satin Technologies Limited

STL’s net worth stood at INR 205.88 Lakhs as on March 31,
2025. STL has reported total income of INR 84.62 Lakhs

during the year ended March 31, 2025 and post adjusting
tax expenses, profit after tax stands at INR 5.88 Lakhs. STL
continues to progress on its strategic roadmap, focusing
on both organic and inorganic growth through internal
product innovation, strategic partnerships and potential
acquisitions. A secure and independent IT infrastructure
has been established, ensuring operational autonomy from
Satin Creditcare Network Limited and strengthening service
delivery. STL also promotes key strategic initiatives and
initiation of a strategic project to evaluate the acquisition of a
cybersecurity firm to bolster technological and data security
capabilities. A defined target operating model has been put
in place to guide future hiring in line with business needs.
STL remains committed to evolving its core platforms while
actively pursuing strategic opportunities for long-term
growth and sustainability.

Consolidated Financial Statements

In accordance with Section 129(3) of the Act and Regulation
34(2) of SEBI LODR Regulations, Consolidated Financial
Statements of the Company including financial details of all
the subsidiary companies, forms part of this Annual Report.
The Consolidated Financial Statements have been prepared
in accordance with the provisions of Indian Accounting
Standards issued by the Institute of Chartered Accountants
of India & Schedule III of the Act.

Further, a statement containing salient features of the
financial statements of the Company’s subsidiaries in Form
AOC-1 also form part of this Annual Report. Further, the
Company neither has any Associate nor any Joint Venture
as on March 31,2025.

The financial statements of the subsidiary companies
are also available on the Company’s website
https://satincreditcare.com/our-subsidiaries/

NAMES OF THE COMPANIES WHICH HAVE BECOME OR
CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR
ASSOCIATE COMPANIES

During the financial year 2024-25, the Company incorporated
a new company namely "Satin Technologies Limited" as its
wholly owned subsidiary. Further, no company has become
or ceased to be joint venture or associate of the Company
during the financial year 2024-25.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

A. Directors

The composition of the Board of Directors is in
accordance with provisions of Section 149 of the
Act and Master Direction - Reserve Bank of India
(Non-Banking Financial Company - Scale Based
Regulation) Directions, 2023 and Regulation 17 of SEBI

LODR Regulations, with an optimum combination of
Non-Executive Directors and Independent Directors
(including one-woman director).

As on March 31, 2025, the Board of Directors of the
Company comprises of 6 (Six) Directors, out of which
4 (Four) Directors are Non-Executive & Independent
Directors, including 1 (One) Women Independent
Director. Details are furnished herein below:

SI.

No.

Name of Directors

Category

1

Dr. Harvinder Pal Singh

Executive Promoter
Director

2

Mr. Satvinder Singh

Non-Executive &
Non-Independent,
Promoter Director

3

Mr. Anil Kumar Kalra

Non-Executive &
Independent Director

4

Mr. Anil Kaul*

Non-Executive &
Independent Director

5

Mr. Joydeep Datta Gupta**

Non-Executive &
Independent Director

6

Ms. Jyoti Davar Vij***

Non-Executive &
Woman Independent
Director

Resigned w.e.f. June 27, 2025.

** Appointed w.e.f. June 24, 2024.

*** Appointed w.e.f. July 31, 2024.

During the financial year 2024-25, Mr. Sanjay Kumar
Bhatia, Mr. Sundeep Kumar Mehta, Mr. Goh Colin and
Ms. Sangeeta Khorana ceased to be Non-Executive &
Independent Directors of the Company w.e.f. September
4, 2024 due to their retirement upon completion of 2
(two) consecutive terms of appointment. The Board
of Directors placed on record its appreciation and
gratitude for the invaluable contribution and guidance
rendered by them during their tenure. The Company
immensely benefitted from the enriched experience of
the aforesaid outgoing Directors.

Based on recommendation of Nomination and
Remuneration Committee, the Board of Directors at its
meeting held on June 27, 2025, approved appointment
of Mr. Ashok Kumar Sharma and Mr. Anupam Kunal
Gangaher as Additional Directors (Non-Executive &
Independent) of the Company, subject to approval
of Members of the Company at ensuing 35th Annual
General Meeting ("
AGM"). Post closure of financial year
2024-25, Mr. Anil Kaul (DIN: 00644761), Non-Executive
& Independent Director of the Company, resigned w.e.f.
close hours of June 27, 2025 due to his professional
pre-occupation by accepting a new assignment which

needs his full-time attention and time commitment
which would be challenging for him to spend adequate
time on Company’s Board and Committees because of
the new assignment. Mr. Anil Kaul confirmed that there
is no material reason for his resignation other than
those provided in his resignation letter dated June 27,
2025.

During the financial year 2024-25, Non-Executive
Directors of the Company had no material pecuniary
relationship or transactions with the Company, apart
from receiving director’s remuneration by way of
commission and sitting fees for attending meetings
of the Board of Directors/Committee(s) as prescribed
under Section 197 of the Act. The terms and conditions
of appointment of Non-Executive & Independent
Directors are available on the website of the Company.
In opinion of the Board of Directors, the Independent
Directors appointed are the person of integrity, expertise
and experience (including the proficiency) and fulfils
requisite conditions as per applicable laws and are
independent of the management of the Company.

B. Retirement by Rotation and Subsequent
Re-Appointment

In accordance with provisions of Section 152 of
the Act and Articles of Association of the Company,
Mr. Satvinder Singh (DIN: 00332521), Non-Executive &
Non-Independent Director, is liable to retire by rotation
at ensuing AGM and, being eligible, offers himself for
re-appointment as Director. The resolution seeking
Members approval for his reappointment forms part of
the Notice of ensuing AGM. The Board of Directors of
the Company recommends his re-appointment.

A brief profile and other relevant details of Mr. Satvinder
Singh, as stipulated under Regulation 36(3) and other
applicable provisions of the SEBI LODR Regulations
and Secretarial Standard on General Meetings issued
by the Institute of Company Secretaries of India, are
furnished in the Notice of ensuing AGM, forming part of
this Annual Report.

C. Key Managerial Personnel

During the financial year 2024-25, based on
recommendations of Audit Committee and Nomination
and Remuneration Committee, the Board of Directors
at its meeting held on June 24, 2024 had approved
appointment of Mr. Manoj Agrawal, as Chief Financial
Officer and Key Managerial Personnel of the Company
w.e.f. July 1, 2024 in place of Mr. Rakesh Sachdeva
who retired from the position of Chief Financial officer
(Key Managerial Personnel) upon attaining age of
superannuation, w.e.f. close of business hours on June
30, 2024.

As on March 31, 2025, Dr. Harvinder Pal Singh,
Chairman cum Managing Director, Mr. Jugal Kataria,
Group Controller, Mr. Manoj Agrawal, Chief Financial
Officer & Mr. Vikas Gupta, Company Secretary and
Chief Compliance Officer, are the Key Managerial
Personnel(s) of the Company in accordance with the
provisions of Sections 2(51) and 203 of the Act read
with Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

The present term of Dr. Harvinder Pal Singh as
Chairman cum Managing Director of the Company
shall expire on September 30, 2025. Further, based on
recommendation of Audit Committee & Nomination
and Remuneration Committee, the Board of Directors
at its meeting held on June 27, 2025, approved
the re-appointment of Dr. Harvinder Pal Singh as
Chairman cum Managing Director and Whole Time
Key Managerial Personnel of the Company for another
term of 5 (five) consecutive years w.e.f. October 1,
2025 till September 30, 2030, subject to approval of
Members at the ensuing AGM of the Company. The
Board of Directors recommends the same for approval
of Members at the ensuing 35th AGM.

D. Statement on Declaration "Certificate of
Independence"

All Independent Directors have submitted their
disclosure(s) to the Board of Directors confirming
that they meet/fulfill the criteria of independence
as stipulated under Section 149(6) of the Act and
Regulation 16(1 )(b) of the SEBI LODR Regulations, as
amended so as to continue as Independent Directors
under the aforesaid rules and regulations.

Further, in terms of Regulation 25(8) of the SEBI LODR
Regulations, Independent Directors have confirmed
that they are not aware of any circumstances or
situation which exist or may be anticipated, that could
impair or impact their ability to discharge their duties.

MEETINGS OF THE BOARD

During the financial year 2024-25, 9 (Nine) Board Meetings
were held, the details of the same have been included in
the Corporate Governance Report, which forms part of this
Annual Report.

PERFORMANCE EVALUATION OF BOARD, COMMITTEES
AND DIRECTORS

Pursuant to provisions of Section 178 of the Act and
Regulation 17(10) read with Part D of Schedule II of the
SEBI LODR Regulations, Nomination and Remuneration
Committee and Board of Directors have formulated a policy

for performance evaluation (same is covered under the
Nomination and Remuneration Policy of the Company) of its
own performance, of various mandatory Committees of the
Board and of the individual Directors.

Further, pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/
CIR/P/2017/004) dated January 5, 2017 and in terms of
Board approved 'Nomination & Remuneration Policy’ of the
Company, Independent Directors at its separate meeting
held on March 12, 2025 under Regulation 25(4) of the SEBI
LODR Regulations and Schedule IV of the Act had:

(i) reviewed the performance of Non-Independent
Directors and the Board of Directors as a whole;

(ii) reviewed the performance of the Chairperson of the
Company, considering the views of Executive and Non¬
Executive Directors; and

(iii) assessed the quality, quantity and timelines of flow of
information between the Company’s management and
the Board of Directors that was necessary for the Board
of Directors to effectively and reasonably perform their
duties.

Additionally, in terms of provisions of Section 178 of the Act
and Regulation 19(4) read with Part D of Schedule II of the
SEBI LODR Regulations, the performance evaluation process
of all Independent and Non-Independent Directors of the
Company was carried out by Nomination and Remuneration
Committee at its meeting held on March 12, 2025. Further,
in terms of Regulation 17(10) of the SEBI LODR Regulations
and Schedule IV of the Act, the Board of Directors also in
their meeting held on March 12, 2025 carried out evaluation
of its own performance and that of its Committees and of
the individual Directors.

The entire performance evaluation process was completed
to the satisfaction of the Board.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper systems to ensure
compliance with provisions of all applicable Secretarial
Standards issued by the Institute of Company Secretaries
of India and that such systems are adequate and operating
effectively.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors
of the Company, to the best of its knowledge and ability,
hereby confirm that:

1. in the preparation of the annual accounts for the
financial year ended March 31, 2025, the applicable
accounting standards had been followed along with
proper explanation relating to material departures, if
any;

2. they 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 on March 31,2025 and of the profit of the
Company for the year ended on that date;

3. they 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;

4. they have prepared the annual accounts for financial
year ended March 31,2025 on a going concern basis;

5. they have laid down internal financial controls to
be followed by the Company and that such internal
financial controls are adequate and were operating
effectively during the financial year ended March 31,
2025; and

6. they have devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively during the financial year ended March 31,
2025.

INFORMATION ON MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS

During the financial year 2024-25, no significant or material
orders were passed by the regulators or courts or tribunals
affecting the going concern status of the Company and its
operations in future.

AUDITORS & THEIR REPORTS
Statutory Auditors & their Report

Pursuant to provisions of Sections 139 and 141 of the Act
read with rules framed thereunder includes amendments
thereto and in accordance with "Guidelines for Appointment
of Statutory Central Auditors /Statutory Auditors of
Commercial Banks (excluding RRBs), UCBs and NBFCs
(including HFCs)” dated April 27, 2021 ("RBI Guidelines on
Appointment of Statutory Auditors”), issued by Reserve Bank
of India, read with the Company’s policy on Appointment of
Statutory Auditors, based on recommendation of the Audit
Committee and approval of the Board of Directors and
Members of the Company at its 34th AGM held on August
9, 2024, had appointed M/s J C Bhalla & Co., Chartered
Accountants, (Firm Registration No. 001111N), as Statutory
Auditors of the Company, for a period of 3 (three) consecutive
years i.e. from the conclusion of 34th AGM till conclusion of

37th AGM to be held in the year 2027 in place of M/s S S
Kothari Mehta & Co. LLP (formerly known as M/s S S Kothari
Mehta & Company), whose tenure as Statutory Auditors of
the Company expired on conclusion of the 34th AGM of the
Company held in 2024.

Further, the Auditors’ Report for the financial year 2024-25,
forming part of this Annual Report, does not contain any
qualification, reservation, adverse remark or disclaimer.
Further, there were no instances of any fraud reported by the
Statutory Auditor’s to the Board pursuant to Section 143(12)
of the Act.

The Board has placed on record its sincere appreciation for
the services rendered by M/s S S Kothari Mehta & Co. LLP.
during their tenure as Statutory Auditors of the Company.
Secretarial Auditors & their Report

Pursuant to provisions of Section 204 of the Act and rules
framed thereunder and based on the recommendation of
Audit Committee, the Board of Directors, at its meeting dated
June 24, 2024, had appointed M/s S. Behera & Co., Practicing
Company Secretaries (ICSI PCS Registration No. 5980) as
the Secretarial Auditors of the Company for the financial
year 2024-25. The Company provided all the assistance
and the facilities to the Secretarial Auditors for conducting
the secretarial audit. However, M/s S. Behera & Co., placed
its unwillingness to continue as Secretarial Auditors of
the Company due to its professional pre-occupation. The
Board had placed on record its sincere appreciation and
gratitude for the services rendered by M/s S. Behera & Co.,
Practicing Company Secretaries, as Secretarial Auditors of
the Company.

Further, pursuant to provisions of amended Regulation 24A
of SEBI LODR Regulations, based on recommendation of
Audit Committee, the Board of Directors, post evaluating and
considering various factors such as industry experience,
competency of the audit team, efficiency in conduct of audit,
independence, etc., and subject to approval of Members of
the Company at ensuing AGM, had approved appointment
of M/s DPV & Associates LLP (Firm Registration No.
L2021HR0009500), Peer Reviewed Practicing Company
Secretaries Firm, as Secretarial Auditors of the Company for
a term of 5 (five) consecutive years, commencing from April
1,2025 till March 31,2030.

The secretarial audit report in prescribed Form MR-3
as provided by M/s S. Behera & Co., Practicing Company
Secretaries for the financial year 2024-25, does not
contain any qualification, reservation, adverse remark or
disclaimer and the same is annexed to this Annual Report
as
Annexure - I.

Cost records and Cost audit

Maintenance of cost records and requirement of Cost Audit
as specified by the Central Government under Section 148
(!) of the Act, is not applicable for the business activities
carried out by the Company and hence, such accounts and
records are not maintained.

Reporting of Frauds by Auditors

During the financial year 2024-25, neither the Statutory
Auditors nor the Secretarial Auditors have reported any
instances of material fraud in the Company by its officers or
employees required to be disclosed under Section 143(12)
of the Act.

However, there have been few instances of misappropriation
and criminal breach of Trust including embezzlement of
cash by the employees amounting to INR 28.41 Lakhs. In
such cases, the action taken by the Company is, to terminate
the services of such employees and also initiate legal action
against such employees as deemed appropriate. In this
course, the Company has recovered INR 2.60 Lakhs from
some of those employees.

AUDIT COMMITTEE

The Company has an Audit Committee duly constituted
in accordance with provision of Section 177 of the Act,
Master Direction - Reserve Bank of India (Non-Banking
Financial Company - Scale Based Regulation) Directions,
2023 and Regulation 18 read with Schedule II of SEBI LODR
Regulations, as amended.

All the members of Committee have expertise in finance and
have knowledge of accounting and financial management.
The scope of the Audit Committee, as set out in Regulation
18 read with Schedule II of SEBI LODR Regulations and other
applicable laws, are approved by Board of Directors of the
Company. The composition of Audit Committee & its terms
of reference and the details of meeting(s) attended by Audit
Committee members are provided in Corporate Governance
Report which forms part of this Annual Report.

During the financial year 2024-25, all the recommendations
of Audit Committee were accepted by the Board of Directors
of the Company.

CORPORATE SOCIAL RESPONSIBILITY AND ESG
COMMITTEE

The Company is committed to building equitable and
inclusive pathways for women, youth, and marginalized
groups on a meaningful scale through breakthrough
innovation. The Company has a vision to drive 'holistic
empowerment’ of the community and carries CSR initiatives
through partnering with trust/foundation, qualified to
undertake CSR activities in accordance with Schedule VII

of the Act (includes amendments thereto). Sustainability
and social responsibility are integral element of corporate
strategy of the Company.

In compliance with Section 135 of the Act read with rules
framed thereunder and in terms of SEBI LODR Regulations,
as amended from time to time, the Company had established
the Corporate Social Responsibility Committee.

However, during the financial year 2024-25, in order
to identify risks and opportunities across various ESG
dimensions and developing strategic plans & objectives
to mitigate these risks and leverage opportunities, the
nomenclature of Corporate Social Responsibility Committee
was changed to
"Corporate Social Responsibility and ESG
Committee"
which also includes the terms of reference/
scope or functions as defined in ESG Policy of the Company.
The composition, function and details of meetings attended
by the Corporate Social Responsibility and ESG Committee
Members during the financial year 2024-25, are provided in
the Corporate Governance Report, which forms part of this
Annual Report.

During the financial year 2024-25, the Company has
contributed INR 278.45 Lakhs to GNA University, a private
university in Phagwara Punjab (an initiative of S. Amar
Singh Educational Charitable Trust) for scholarship of the
underprivileged students and Infrastructure Development
(Academic Building with furniture and fixtures) in order to
promote education & guidance to the poor and marginalized
children of the region, which had very low literacy rates,
especially among females.

Further, during the financial year 2024-25, the Company had
also contributed INR 5.21 Lakhs to PHD Rural Development
Foundation (PHDRDF), a Trust established in 1981 under the
aegis of PHD Chamber of Commerce & Industry, New Delhi,
to promote agriculture through efficient irrigation by means
of drip irrigation to farmers and fruit plantation.

During the financial year 2023-24, the Company had spent
an excess amount of INR 124.07 Lakhs, which was adjusted
against funds earmarked for CSR expenditure for the
financial year 2024-25 i.e. INR 407.73 Lakhs.

Key initiatives under each thematic area and Annual Report
on CSR under Section 135 of the Act read with rules framed
thereunder, is annexed as
Annexure-II to this Report and the
same is available on the website of the Company i.e.
www.
satincreditcare.com
.

As per amended CSR Rules and CSR Policy of the Company,
the funds required to be disbursed have been utilized for
the purposes and in the manner as approved by the Board
of the Company and fund utilization certificates duly
signed by Chief Financial Officer and CSR Nodal Officer of
the Company along with auditor’s certificates shared by

Implementing Agencies have been duly noted by the Board
in its meeting held on May 07, 2025.

The composition of Corporate Social Responsibility and ESG
Committee and Board adopted CSR Policy as formulated
are available at
https://satincreditcare.com/wp-content/
uploads/2024/03/Corporate-Social-Responsibility-Policy.
pdf

EMPLOYEES STOCK OPTION PLAN

The 'SATIN Employee Stock Options Scheme 2017’ ("ESOS
2017/Scheme
") is in compliance with SEBI (Share Based
Employee Benefits & Sweat Equity) Regulations, 2021, as
amended from time to time (the "
SBEB Regulation").

During the financial year 2024-25, the ESOS 2017, has been
further aligned with the Master Directions of Reserve Bank
of India (Non-banking Financial Company- Scale Based
Regulation) Directions, 2023.

Further, a certificate as required under Regulation 12 of
SBEB Regulations, as amended, confirming that the ESOS
2017 has been implemented in accordance with SBEB
Regulations, issued by M/s S. Behera & Co., Secretarial
Auditors of the Company will be available for inspection by
the Members of the Company at the ensuing AGM.
Disclosures pertaining to ESOS 2017 pursuant to SBEB
Regulations are placed on the Company’s website
https://
satincreditcare.com/wp-content/uploads/2025/06/ESOP.
pdf
. Grant wise details of options vested, exercised and
cancelled are provided in the notes to the standalone
financial statement of the Company.

The Company has not provided any financial assistance to
its employees for purchase or subscription of shares in the
Company. The Company has not issued any Sweat Equity
Shares or Equity Shares with differential rights during the
year.

POLICIES

Vigil Mechanism/Whistle Blower Policy

Pursuant to provisions of Section 177(9) of the Act read with
rules framed thereunder and Regulation 22 of the SEBI LODR
Regulations, as amended, from time to time, the Company
had adopted Vigil Mechanism/Whistle Blower Policy that
aims to deal with instances of unethical behaviour, actual or
suspected fraud or violation of Company’s code of conduct
and the same is explained in the Corporate Governance
Report.

The Policy provides adequate safeguard against
victimization to whistle blower and enables the Directors &
employees to raise their concerns, also provides an option
of direct access to the Chairman of Audit Committee. During

the financial year 2024-25, none of the personnel have been
denied access to the Chairman of the Audit Committee.
During the financial year 2024-25, no complaint was
received under Vigil Mechanism/Whistle Blower Policy.

The Whistle Blower Policy of the Company is also available
on the website of the Company at
https://satincreditcare.
com/wp-content/uploads/2074/09/Whistle-Blower-Policy.
pdf

Policy on Nomination & Remuneration for Directors,
Key Managerial Personnel (KMP) & Senior Management
Personnel (SMP) and Other Employees

Pursuant to provisions of Section 178 of the Act and
Regulation 19 read with Schedule II of the SEBI LODR
Regulations, as amended, the Company has in place
Nomination and Remuneration Policy
inter-alia, for
determining qualifications, positive attributes, independence
and remuneration of Directors (Executive and Non¬
Executive), Key Managerial Personnel, Senior Management
Personnel and other employees in line with the requirement
of the Act, SEBI LODR Regulations and Guidelines on
Compensation of the Key Managerial Personnel, Senior
Management Personnel as issued by the RBI.

Further, in compliance with Master Directions - Reserve
Bank of India (Non-banking Financial Company- Scale
Based Regulation) Directions, 2023 w.r.t. "Guidelines on
Compensation of Key Managerial Personnel and Senior
Management in NBFCs", the Company had incorporated
appropriate changes in the Policy relating to the framework
on composition on compensation, effective alignment of
fixed and variable compensation components, principles of
variable compensation - proportion, deferral and Malus &
Claw back etc. The Nomination and Remuneration Policy of
the Company is also available on the Company’s website at
https://satincreditcare.com/wp-content/uploads/2025/05/
NRC-Policy-v2.6.pdf

Further, in accordance to Regulation 25(7) of SEBI LODR
Regulations, the Company familiarizes its Independent
Directors about their roles, rights and responsibilities in
the Company, nature of the industry in which the Company
operates, business model of the Company, legal updates
and other relevant information relating to the Company. In
this regard, the Company follows a structured familiarization
programme for the Independent Directors. The detail of such
familiarization programmes conducted are uploaded on the
Company’s website at
https://satincreditcare.com/policies-
practices/#161 1050197222-fdc295ab-84a2

Risk Management

The Company has a well-defined Risk management
framework, established system and adequate controls

for identification, assessment, measurement, reporting,
mitigation and/or management of risks. The processes,
policies and procedures are periodically reviewed by the
Risk Management Committee and the Board of Directors.
Risk Management Committee of the Board is duly supported
by Asset Liability Management Committee (ALCO) and
Executive Risk Management Committee (ERMC).

All major risk classes are managed through focused and
specific risk management processes; these risks include
credit risk, operational risk, market and liquidity risk. Risk
Management function provides periodic reports to the
Management and Risk Management Committee of the
Board encompassing the risk profile of the Company across
various risk areas, enabling the relevant stakeholders to take
timely and informed decisions.

Company follows three lines of defence model, whereby
front-office functions, risk management and compliance
and Internal audit roles are played by functions independent
of one another. Internal control systems, organizational
structure, processes, policies, and code of conduct together
form a robust mechanism that govern efficient functioning
of the business, and the existing risk management measures
are being regularly upgraded to ensure risk avoidance and
risk mitigation.

Sexual harassment policy for women under The Sexual
Harassment of Women at workplace (Prevention,
Prohibition and Redressal) Act, 2013

The Company has zero tolerance towards sexual harassment
at the workplace and has adopted a policy on prevention,
prohibition and redressal of sexual harassment at workplace
in line with the requirements of the Sexual Harassment
of Women at the Work Place (Prevention, Prohibition and
Redressal) Act, 2013 and rules framed thereunder.

The Company had also conducted several awareness
training programs for the employees during the year to
educate the employees on the scope of the Policy and the
grievance redressal mechanism under the Act.

Further, the Company has set up an Internal Complaints
Committee (ICC) as required under the said Act to redress
the complaints received pertaining to sexual harassment. All
employees (viz., permanent, contractual, temporary, trainees)
are covered under this Policy. Any complaint received by the
ICC shall be dealt appropriately in accordance with the policy
and applicable laws and regulations as provided in the Act.
The Annual Report of ICC for the period commencing from
January 1, 2024 till December 31, 2024 was submitted to
the office of District Collector, Gurugram on January 9, 2025.
One complaint was received and the same was disposed-off
during the said period.

Fair Practice Code

The Company has in place a Fair Practices Code ("FPC") as
approved by the Board, in compliance with the guidelines
issued by RBI, to ensure better service and provide
necessary information to customers enabling them to take
informed decisions. The FPC is available on the website
of the Company at
https://satincreditcare.com/policies-
practices/#1529498024292-2e31dd15-f1e7
Customer Grievance

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

Further, the Board of Directors of the Company is acting
as the Consumer Protection Committee pursuant to the
provisions of RBI Master Directions.

PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details as
required under Section 197(12) read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are annexed as
Annexure-III.

In accordance with provisions of Section 197(12) of the Act
read with Rules 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
as amended, a statement showing the name and other
particulars of the employees drawing remuneration in
excess of the limits set out in the said Rules which forms
part of this report, will be made available to any Member on
request, as per provisions of Section 136 of the Act.

In terms of provisions of Section 136 of the Act, the Report
and Accounts are being sent to Members of the Company
excluding information on employees’ particulars which is
available for inspection by the Members of the Company at
Registered Office of the Company, during business hours
upto the date of ensuing AGM. If any Member is interested
in obtaining such information, he/she may write to the
Company Secretary at the Corporate Office of the Company.

LISTING ON STOCK EXCHANGES

The Equity Shares (bearing ISIN INE836B01017) of the
Company are listed on BSE Limited (BSE) and National
Stock Exchange of India Limited (NSE). The annual listing
fees for the financial year 2025-26 have been paid to both
the exchanges.

The Non-Convertible Debentures issued on private
placement basis are listed on Wholesale Debt Market
segment of BSE.

ANNUAL RETURN

Pursuant to provisions of Section 92(3) read with Section
134(3)(a) of the Act read with rules framed thereunder, the
draft Annual Return as on March 31, 2025 is available on
the website of the Company and can be accessed through
the following link
https://satincreditcare.com/disclosures-
under-regulation-46-of-the-lodr-2/#1 657799697026-
d5373efd-9938
.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the financial year 2024-25, there was no change in
the nature of business of the Company.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

Pursuant to provisions of Regulation 34 of SEBI LODR
Regulations, top 1,000 listed entities based on market
capitalization are required to submit a Business
Responsibility and Sustainability Report ("
BRSR") on the
environmental, social and governance disclosures.

A detailed BRSR in the format prescribed by SEBI describing
various initiatives, actions and process of the Company
towards ESG endeavor, forms part of this Annual Report and
has also been hosted on Company’s website and can be
accessed at
https://satincreditcare.com/investor-relations-
satin-creditcare/annual-report/
.

PARTICULARS ON CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

The information pertaining to conservation of energy,
technology absorption, foreign exchange earnings and
outgo as required under clause (m) of sub-section (3) of

Section 134 of the Act read with sub-rule (3) of Rule 8 of the
Companies (Accounts) Rules, 2014 is annexed herewith as
Annexure-IV and forms part of this Annual Report.

OTHER DISCLOSURE(S)

i. There are no details required to be reported with
regards to difference between amount of the valuation
done at the time of one-time settlement and the
valuation done while taking loan from the Banks or
Financial Institutions as the Company has not done
any settlement with any Bank or Financial Institutions
since its inception.

ii. The Company has neither filed any application nor
any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 during the reporting year, hence
no disclosure is required under this section.

ACKNOWLEDGEMENTS

The Directors would like to place on record their gratitude for
the cooperation received from lenders, our valued customers,
regulatory bodies, Members and other stakeholders.
The Board, in specific, wishes to place on record its sincere
appreciation of the contribution made by all the employees
towards growth of the Company.

For and on behalf of the Board of Directors

Sd/-

Harvinder Pal Singh
Place: Gurugram Chairman cum Managing Director

Date: June 27, 2025 DIN: 00333754