Subsidiary's Financials:

CreditAccess India Foundation ("CAIF") is a wholly owned
subsidiary registered as a 'Not-For-Profit' Company
under Section 8 of the Act, to carry out CSR activities on
behalf of the Company. As required under Section 129
of the Act read with Rule 5 of Companies (Accounts)
Rules 2014, a statement containing salient features
of financial statements of CAIF for FY25 is attached to
this report as Annexure I. Further, the Company does
not have any Associate or Joint Venture Company.

2. KEY MILESTONES:

• In the middle of the industry crisis, the Company
has strengthened its funding profile by securing
€25 million from the German Investment
Corporation (DEG) and H 170 crores from Citi
through a one-of-its-kind co-financing facility.

• The Company has received a sanction of USD
100 million from the International Finance

Corporation (IFC), with the second tranche of
USD 50 million scheduled to be raised in Q2 FY26.

• Among selective NBFCs (Upper Layer, Middle Layer,
and Base Layer) in the country with a strong foreign
borrowing share at 21.0%, the Company is firmly
accelerating towards the medium-term strategy
of achieving a 25-30% foreign borrowing share.

• The Company has maintained the average
cost of borrowings at 9.8% for the past seven
quarters, setting the industry benchmark.

3. DIVIDEND:

The Board of Directors aims to grow the business lines
of the Company and enhance the rate of return on
investments of the shareholders. With a view to finance
the long-term growth plans of the Company, which
requires substantial resources, the Board of Directors do
not recommend any dividend for the year under review.

In line with Regulation 43A of the Listing Regulations,
the Company has formulated a Dividend Distribution
Policy which sets out the parameters in determining
the payment / distribution of dividend. The said
Policy is available on the Company's website, the
link for the same is available under Annexure A.

4. TRANSFER TO RESERVES:

The Company has transferred H1,062.80 million to
statutory reserve out of the net profit for FY25 and
H32,719.78 million is the accumulated balance in the
Retained Earnings Account (Profit and Loss account
and comprehensive income) as at March 31, 2025.

5. SHARE CAPITAL:

During the year under review, the Company
allotted 3,42,655 shares to the employees under
CAGL Employees Stock Option Plan- 2011.

The paid-up Equity Share Capital of the Company as
at March 31, 2025, stood at H1,597.19 million. As on
March 31, 2025, 4,19,625 stock Options were held by
Mr. Udaya Kumar Hebbar, Managing Director, which
are convertible into equity shares upon exercise
of the same. Except as mentioned above, none of
the Directors of the Company held any instruments
convertible into equity shares of the Company.

6. DIRECTORS:

As on the date of this report, the Board of Directors
comprised of 8 (Eight) Directors, out of which four
(4) are Independent Directors, including 2 (Two)
Women Directors. The composition of the Board is
in line with the requirements of the Act, the Listing
Regulations and the applicable RBI Regulations.

The Directors possess extensive knowledge, necessary
experience, skills and ability in various functional areas
relevant to the Company's business, which has aided /
continues to aid in strengthening the policy decisions of
the Company. The details of the Board, its Committees,
areas of expertise of Directors and other details are
available in the Report on Corporate Governance,
which forms part of this Integrated Annual Report. The
terms and conditions of appointments of Independent
directors are available on the website of the Company.
The link for the same is available under Annexure A.

i. Changes in Directors and Key Managerial
Personnel (KMP) during FY25:

During the period under review, there
were following changes in the Board of Directors and
Key Managerial Personnel:

As on the date of this report, Mr. Udaya Kumar
Hebbar, Managing Director, Mr. Ganesh Narayanan,
Chief Executive Officer, Mr. Gururaj Rao, Chief
Operating Officer, Mr. Nilesh Dalvi, Chief Financial
Officer and Mr. M. J. Mahadev Prakash, Company
Secretary & Chief Compliance Officer, are the KMPs
of the Company.

The Board of Directors, at their meeting held on
May 16, 2025, subject to the approval of the Reserve
Bank of India, and the Shareholders, have approved:

a. the re-appointment of Ms. Lilian Jessie
Paul (DIN: 02864506) as an Independent
Director for a second term of 5 years w.e.f
September 16, 2025;

b. the appointment of Mr. Udaya Kumar Hebbar
(DIN: 07235226) as Non-Executive Director
(Nominee), who is completing his tenure as
Managing Director on June 25, 2025;

c. the appointment of Mr. Ganesh Narayanan
(DIN: 09120748) as Managing Director & CEO
for a period of 5 (five) years.

All the above proposals form part of the notice of the
ensuing Annual General Meeting of the Company.

ii. Directors retiring by Rotation:

Mr. Paolo Brichetti (DIN:01908040), Vice-Chairman
& Non-Executive Director who will retire by rotation
and being eligible, offers his candidature for
re-appointment as per the provisions of the
Act, at the ensuing Annual General Meeting
of the Company.

iii. Declaration from Independent Directors:

The Board has received declarations from the
Independent Directors as required under Section
149(7) of the Act and Regulation 16(1 )(b) of
Listing Regulations and the Board is satisfied that
the Independent Directors meet the criteria of
independence as mentioned therein.

iv. Policy on the Board Diversity:

The Company recognizes and embraces the
importance of diverse Board in its success and
has put in place a Policy on Board diversity. The
said Policy as approved by the Board is available

on the Company's website, the link for the same is
available under Annexure A. The highlights of the
said Policy are given below:

a) Diversity is ensured considering various
factors, including but not limited to skills,
industry experience, background and
other qualities.

b) The Company considers factors based on
its own business model and specific needs
from time to time.

c) The Nomination & Remuneration Committee
leads the process of identifying and
nominating candidates for appointments as
Directors on the Board.

d) The benefits of diversity continue to aid
in succession planning and serve as the
key in identification and nomination of
Directors on the Board.

e) Board appointments are based on merit and
candidates are evaluated against objective
criteria, having due regard to the benefits of
diversity on the Board, including that of gender.

Additional details on the Board diversity are
available in the Report on Corporate Governance,
which forms part of this Integrated Annual Report.

v. Compensation Policy for Directors, KMPs and
Senior Management:

Pursuant to the provisions of Section 178 of the
Act, Regulation 19 of the Listing Regulations and
applicable RBI guidelines, a Compensation Policy
for Directors, KMPs and Senior Management
has been formulated inter-alia, remuneration
to Executive Directors, Non-executive Directors
including Independent Directors and other matters
as provided under the said Section.

The said Policy lays down principles for fixing the
remuneration/compensation to attract and retain
the most suitable talent on the Board and Senior
Management of the Company as per the criteria
formulated by the Nomination and Remuneration
Committee of the Board. This Policy also enumerates
the practices and procedures to be followed by the
Company in adopting the remuneration payable to
its Directors, Key Managerial Personnel (KMPs) and
Senior Management.

Further, the sitting fees payable to Non-Executive
Directors and commission payable to Independent
Directors are in accordance with the said policy,
which is available on the Company's website, the
link for which is available under Annexure A.

vi. Evaluation of the Board, its Committees and
Individual directors:

The Nomination & Remuneration Committee had
engaged an external agency to conduct Board
Evaluation for FY25. The evaluation of all individual

Directors, Chairman of the Board, the Board as
a whole and its Committees were conducted
based on the criteria and framework adopted
by the Nomination & Remuneration Committee
in this regard.

A brief on the annual Board evaluation process
undertaken in compliance with the provisions
of the Act and Listing Regulations, is given in the
Report on Corporate Governance, forming part of
this Integrated Annual Report.

vii. Meetings of the Board:

During FY25, the Board of Directors of the Company
met 8 (Eight) times. The details of the meetings
are given in the Report on Corporate Governance.
Necessary quorum was present for all the meetings.
Further, the maximum interval between any two
meetings did not exceed 120 days, as prescribed by
the Act and Listing Regulations.

viii. Committees of the Board:

The details of the Committees of the Board viz., Audit
Committee, Corporate Social Responsibility and
Environmental, Social & Governance Committee,
Risk Management Committee, Nomination
and Remuneration Committee, Stakeholders'
Relationship Committee, Asset Liability
Management Committee, IT Strategy Committee
and Executive, Borrowings & Investment Committee
along with attendance details, composition, terms
of reference and such other relevant details for the
year under review are elaborated in the Report on
Corporate Governance.

7. AUDITORS AND AUDITORS' REPORT:

i. Joint Statutory Auditors:

In accordance with the RBI Guidelines for
Appointment of Statutory Auditors dated April 27,
2021, ('RBI Guidelines') and provisions of the Act
and Rules made thereunder, as amended from time
to time, M/s. Walker Chandiok & Co. LLP ("Walker
Chandiok"), Chartered Accountants, (Firm Reg.
No. 001076N/N500013) and M/s. Varma & Varma,
Chartered Accountants, (Firm Reg. No. 004532S) are
the Joint Statutory Auditors of the Company.

Further, there are no qualifications, reservations,
adverse remarks or disclaimers made by the
Joint Statutory Auditors in their report on the
Annual Financial Statements (Standalone &
Consolidated) for FY25

ii. Secretarial Auditors:

The Board of Directors have appointed M/s.
S. Sandeep & Associates, Practicing Company
Secretaries, as the Secretarial Auditors for FY25. The
Secretarial Audit Report issued by the Secretarial
Auditors in the prescribed Form MR-3 is annexed to
this Report as Annexure II.

There are no qualifications, reservations, adverse
remarks or disclaimers made by the Secretarial
Auditors in their Report, except for e forms PAS-
3 relating to allotment of equity shares under the
Company’s Employees Stock Option Plan, which
could not be filed due to technical issues at the time
of filing on the portal of Ministry of Corporate Affairs.
However, the Company has been taking appropriate
steps to ensure that the issue is resolved.

Comments by the Board:

Consequent to Merger of Madura Micro Finance
Limited, erstwhile Subsidiary with the Company,
effective February 15, 2023, the Authorised Share
Capital of the Company has been increased from
H160 Crore to H170 Crore. However, e-form PAS
3 has been automatically pre-filling the previous
authorized share capital amount before merger
without providing any option to the Company
to manually correct the same. As a result of this
system-related issue, the Company was unable
to file e-Form PAS-3 from June 2024 onwards.
The Company actively engaged with the MCA,
e-Governance Cell and the Office of the Registrar of
Companies, Bangalore, for its resolution.

Due to the Company’s persistent follow-ups
and coordination, the technical issue has been
eventually resolved. We wish to confirm that, as on
the date of despatch of this report, the Company
has successfully filed all the pending e-Forms PAS-3.

11. SIGNIFICANT & MATERIAL ORDERS PASSED BY
THE REGULATORS:

No such significant or material order was passed by
any Regulator, Court or Tribunal during the year under
review, which would impact the going concern status or
the Company's operations in future.

12. INTERNAL AUDIT:

The internal audit function provides an independent
view to the Board of Directors, the Audit Committee and
the Senior Management on the quality and efficacy of the
internal controls, governance systems and processes.

if any, are presented to the Audit Committee of the
Board on a quarterly basis. Pursuant to Risk Based
Internal Audit Framework, internal audit is aligned in
such a manner that assurance is provided to the Audit
Committee and Board of Directors on quality and
effectiveness of the internal controls, and governance
related systems and processes.

13. INTERNAL FINANCIAL CONTROLS:

The Company has put in place effective internal financial
controls in compliance with the extant regulatory
guidelines and compliance parameters. The Audit
Committee periodically reviews to ensure that the
internal financial controls of the Company are adequate
and is commensurate with its size, scale and complexity
of operations. The Company has put in place robust
policies and procedures which, inter-alia, help in ensuring
integrity in conduct of business, timely preparation of
financial information, accuracy and completeness in
maintaining accounting records and prevention and
detection of frauds & errors.

14. RISK MANAGEMENT POLICY:

Pursuant to the Listing Regulations, and the applicable
RBI Guidelines, the Board of Directors have adopted a
Risk Management Policy which provides for identification,
assessment and control of risks which in the opinion of
the Board may threaten the existence of the Company
or hinder the regular operations of the Company. The
Management identifies and controls risks through a
properly defined framework in terms of the aforesaid
policy. The details of risk management framework put in
place by the Company along with a brief on risk function,
processes followed, monitoring & reporting framework
forms part of Management Discussion and Analysis.

15. CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to the provisions of Section 135 read with
Schedule VII to the Act, the Company has constituted
a CSR Committee (renamed as CSR & ESG Committee)
which apart from ESG matters, reviews and recommends
inter-alia (a) any changes in the CSR policy of the
Company, (b) Annual CSR Activity Plan including
CSR Budget and (c) CSR Projects or Programs for
implementation by the Company as per its CSR Policy.
In accordance with the applicable provisions of Section
135 of the Act and the CSR policy of the Company, the
Company contributes 2% of average net profits made
during the preceding three financial years to CAIF, the
Implementing Agency for undertaking CSR activities on
behalf of the Company. The CSR policy of the Company
is available on the website of the Company. The link for
the same is available under Annexure A.

A report on CSR activities of the Company pursuant
to Section 134(3)(o) of the Act is enclosed herewith
as Annexure III.

16. WHISTLE BLOWER POLICY OR VIGIL
MECHANISM FOR DIRECTORS AND
EMPLOYEES:

The Company has established a whistle blower
mechanism under which the Directors and employees
may report any unethical behavior, actual or suspected
fraud, violation of the Code of Conduct including that of
Insider Trading or other policies, any other illegal activity
occurring in the organization. In exceptional cases,
directors or employees can raise their concerns directly
to the Chairman of the Audit Committee. During the
year under review, the Company received 14 (Fourteen)
complaints through this mechanism. However, based
on verification it was found that the complaints were
in the nature of staff and member grievances and
resolved accordingly. The Whistle-Blower Policy (Vigil
Mechanism) of the Company is available on the website
of the Company. The link for the same is available
under Annexure A.

17. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS:

The Company, being a non-banking financial company
registered with the RBI and engaged in the business
of providing loans, is exempt from complying with the
provisions of Section 186 of the Act, in respect of loans
and guarantees.

18. RELATED PARTY TRANSACTIONS:

All the Related Party Transactions ('RPTs') entered into
during the financial year were on an arm's length basis
and were in the ordinary course of business. Details
of RPTs as required under Indian Accounting Standard
(Ind AS-24) are reported in the Note forming part of
Standalone Financial Statements. As required under
Section 134 of the Act and Rule 8(2) of the Companies
(Accounts) Rules, 2014, details of RPTs in the Form
AOC-2 are given in Annexure IV. There were no
materially significant RPTs having potential conflicts
with the interests of the Company during FY25. The
Policy for determining Materiality of RPT and Related
Party Transaction Policy are available on the website
of the Company. The link for the same is available
under Annexure A.

19. HUMAN RESOURCE MANAGEMENT &
EMPLOYEE RELATIONS:

The significance of human capital in any organization
cannot be overstated, particularly in a financial services
organization such as ours where a large portion of
employees are at the frontline servicing customers.
Successful delivery of our services is dependent on
striking the right balance between providing excellent
customer service and meeting performance targets. Our
Company is committed to fostering a culture of positive
attitude and superior service amongst our employees.

Policies related to Human Resources are employee
friendly and support an environment that fuels
accomplishment and satisfaction. The Company continues
to provide structured trainings and seamless growth
opportunities actively driving business performance.

The Company also provides performance-linked
incentives for process adherence and portfolio quality
thereby promoting right behavior and sustainable growth.

20. PARTICULARS OF EMPLOYEES:

As on March 31, 2025, the Company had 20,970 employees.
The details required under the provisions of Section
197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended, containing
inter-alia, the ratio of remuneration of each Director and
Key Managerial Personnel to the median employee's
remuneration are attached as Annexure V(i).

The details of employee remuneration as prescribed
under Rule 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
are attached as Annexure V(ii).

21. MATERIAL CHANGES AND COMMITMENTS
AFTER THE DATE OF BALANCE SHEET:

There are no material changes and commitments
between the end of FY25 and the date of this report,
affecting the financial position of the Company.

22. REPORT ON CORPORATE GOVERNANCE:

Pursuant to the Listing Regulations, a separate section
titled 'Report on Corporate Governance' has been
included in this Integrated Annual Report. All Board
members and Senior Management personnel have
affirmed compliance with the Code of Conduct as
applicable to them, for FY25. A declaration to this effect
signed by the Chief Executive Officer of the Company
forms part of the Report on Corporate Governance.

The Chief Executive Officer and the Chief Financial
Officer have certified to the Board on the accuracy of
financial statements and other matters as specified in
the Listing Regulations, which forms part of Report on
Corporate Governance.

A certificate issued by the Secretarial Auditors of
the Company on compliance with conditions of
corporate governance forms a part of the Report on
Corporate Governance.

23. MANAGEMENT DISCUSSION AND ANALYSIS:

In accordance with the Listing Regulations, a report on
Management Discussion and Analysis highlighting the
details of each business vertical, forms a part of this
Integrated Annual Report.

24. BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT:

In accordance with the Listing Regulations, a Business
Responsibility and Sustainability Report ("BRSR") has
been prepared, which provides an overview of the
Company's material ESG risks and opportunities, goals
and targets related to sustainability and performance
against them. BRSR for the year under review
forms a part of this Integrated Annual Report.

25. DISCLOSURES UNDER THE POLICY ON SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013 ("POSH Act"):

The Company has in place a Policy on Prevention,
Prohibition and Redressal of Sexual Harassment of
Women at Workplace ("POSH policy") and an Internal
Committee, in line with the requirements of the POSH
Act and the Rules made thereunder for reporting and
conducting inquiry into the complaints made by the
victim of the sexual harassments at the workplace. The
functioning of the said Committee is in line with the
provisions of the POSH Act. The details of complaints
received under POSH Act forms part of BRSR and Report
on Corporate Governance. The POSH policy is available
on the website of the Company. The link for the same is
available under Annexure A.

The Company has complied with the provisions of the
Maternity Benefit Act, 1961.

26. FAIR PRACTICES 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. The link for the same is
available under Annexure A.

The Company's Internal Audit team periodically provides
feedback to the Audit Committee on adherence to FPC
and functioning of grievance redressal mechanism.
Further, the Board also reviews the implementation and
efficacy of FPC on an annual basis.

27. CUSTOMER GRIEVANCE:

The Company has a dedicated Customer Grievance
Redressal Cell 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.

28. ANNUAL RETURN:

Pursuant to sub-section (3)(a) of Section 134 and
subsection (3) of Section 92 of the Act, read with Rule
12 of the Companies (Management and Administration)
Rules, 2014, the latest Annual Return is available on the
Company's website. The link for the same is available
under Annexure A.

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:

a. Information Relating to Conservation of Energy, Technology Absorption:

b. Foreign Exchange Earnings and Outgo:

During the year under review, the Foreign Exchange earned in terms of actual inflows was H6554 million and Foreign
Exchange outgo was H4086.40 million.

30. DEPOSITS:

The Company continued to operate as a non-deposit taking Non- Banking Financial Company - Micro Finance Institution
('NBFC-MFI'), categorised as NBFC-Middle Layer ('NBFC-ML') and accordingly, disclosure under Para 35 of the 'Master
Direction - Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016', as amended
from time to time, does not apply.

Further, the Company has not accepted any deposits under Chapter V of the Act during the period under review.

31. EMPLOYEES STOCK OPTION PLAN:

The Nomination & Remuneration Committee administers the CAGL Employees Stock Option Plan - 2011 ("Company's ESOP
Plan"), formulated by the Company.

Information as required under Section 62 of the Act read with Rule 12 of the Companies (Share Capital and Debentures)
Rules, 2014, the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (’SBEB Regulations') and the
applicable provisions of the Company's ESOP Plan is provided hereunder:

Employee-wise details of Options granted during FY25:

1. Senior Managerial Personnel - 6,64,400;

2. Any other employee who receives a grant of options
in any one year amounting to five percent or more
of options granted during that year: - Nil.

3. Identified employees who were granted options
during any one year, equal to or exceeding one
percent of the issued capital (excluding outstanding
warrants and conversions) of the Company at the
time of grant - Nil

4. Diluted Earnings per Share- H 33.24

5. Total consideration received against issuance of
ESOP shares under the Plan- H181.66 million.

Disclosures pertaining to employee stock options as
required under SBEB Regulations are placed on the
Company's website. The link for the same is available under

Annexure A. Grant wise-details of the Options vested,

exercised and cancelled are provided in the notes to the
standalone financial statements. Further, the Company
confirms except for changes approved by the shareholders
vide Resolution passed on August 12, 2024, there has been
no change to the Company's ESOP Plan during FY25.

32. SCALE BASED REGULATIONS:

Pursuant to 'Master Direction - Reserve Bank of India (Non¬
Banking Financial Company - Scale Based Regulation)
Directions, 2023' dated October 19, 2023, as amended
from time to time, the Company was categorised as NBFC-
Middle Layer ("NBFC-ML") and it continues to be under the
same category till the date of this report.

33. OTHER DISCLOSURES/CONFIRMATION:

During the year under review:

a. The Company has not allotted any equity shares
with differential voting rights.

b. The Company has complied with applicable
Secretarial Standards for conducting the Board and
General Meetings.

c. The Company has not revised its Financial
Statements as mentioned under Section
131 of the Act.

d. Pursuant to the Act and Listing Regulations, a
separate Meeting of the Independent Directors was
held on January 23, 2025, without the attendance
of Non-Independent Directors and Members of
the Management.

For and on behalf of the Board of Directors of
CreditAccess Grameen Limited

Udaya Kumar Hebbar George Joseph

Place: Bengaluru Managing Director Chairman & Lead Independent Director

Date: May 16, 2025 DIN: 07235226 DIN: 00253754