Your Directors have pleasure in presenting the forty-eighth annual report, together with the audited financial statements of the Company
for the year ended 31 March, 2026.

FINANCIAL RESULTS

SHARE CAPITAL

During the year, there was an increase in paid-up equity share
capital by ? 2.23 crores, consequent to the allotment of shares
upon exercise of stock options by employees under the Company's
employee stock option scheme and the allotment of equity shares
pursuant to the conversion of Compulsorily Convertible Debentures
allotted on 5 October, 2023. As at 31 March, 2026 the total paid-up
equity share capital of the Company is ? 170.48 crores.

OPERATIONS

The financial year 2025-26 saw steady and disciplined growth for
the Company, driven by sustained growth across product segments.
Unsecured portfolios stabilised following regulatory recalibration,
with improved origination quality supporting portfolio resilience.
Asset quality improved across product segments and liquidity
remained robust, underpinned by prudent underwriting, diversified
funding, and strong balance sheet management.

The Company has crossed the milestone of achieving highest
ever disbursals at ? 1,11,642 crores in FY 2025-26 with YoY growth
at 11%. Disbursements in Vehicle Finance (VF) business grew
by 15% in FY 2025-26 to ? 62,123 crores. Disbursements in Loan
against property (LAP) business grew by 14% to ? 20,459 crores in
FY 2025-26. Disbursements in Home Loans (HL) stood at
? 7,363 crores in FY 2025-26, which is a marginal de-growth of 1%
YoY. Disbursements in Small and Medium Enterprises (SME) stood at
? 7,312 crores in FY 2025-26 which is a de-growth of 6% YoY.
Disbursements in Consumer and Small Enterprise Loans (CSEL-
Consol) stood at ? 10,249 crores which is a de-growth of 18% YoY.
Disbursements in Secured Business & Personal Loans (SBPL) grew
by 27% in FY 2025-26 to ? 1,667 crores. The business AUM of the

Company stood at ? 2,24,334 crores which is a growth of 21% YoY.
The profit before tax of the Company for FY 2025-26 is ?6,961 crores
as against ? 5,737 crores for FY 2024-25, which is a growth of 21%
YoY. The Company holds a management overlay of ? 200 crores
as of 31 March, 2026 towards potential adverse impact of geo¬
political risks on the loan portfolio of the Company. The Company
continues to hold a strong liquidity position with ? 20,692 crores as
cash and liquid asset balances as at end of March 2026 (including
? 4,152 crores invested in Gsec & SDL, ? 1,100 crores invested in
T-Bill & ? 829 crores invested in Strips shown under investments),
with a total liquidity position of ? 21,186 crores (including undrawn
sanctioned lines).

The ALM had no negative cumulative mismatches across all time
buckets.

OUTLOOK

The outlook for FY 2026-27 remains stable, underpinned by
resilient domestic demand, sustained infrastructure investment,
and continued expansion in formal credit penetration, even as
growth normalises after a strong base. Consumption and credit-
led segments-including automobiles, mortgages and consumer
lending are expected to exhibit healthy and more calibrated growth,
supported by improving origination quality, better risk selection,
and underwriting. In unsecured lending, recent moderation and
regulatory interventions have strengthened portfolio resilience,
with improving performance of newer cohorts supporting a
gradual recovery in growth momentum. Against this backdrop, the
Company remains well positioned to pursue disciplined growth,
safeguard asset quality, and drive long-term value creation through
prudent capital allocation and robust governance.

CHANGE IN NATURE OF BUSINESS

There has been no change in the existing nature of business and
operations of the Company.

DIVIDEND

Dividend distribution policy

The Company has formulated a dividend distribution policy in
compliance with regulation 43A of SEBI (Listing Obligations and
Disclosure Requirement) Regulations, 2015 (Listing Regulations), a
copy of which is available on the website of the Company. (weblink:
https://files.cholamandalam.com/files/Dividend-Distribution-Policy.pdf)

Payment of dividend

The Company paid an interim dividend on the equity shares at the
rate of 65% (? 1.30/- per equity share) as approved by the Board on

30 January, 2026 for the year ended 31 March, 2026. The Directors' are
pleased to recommend a final dividend of 35% (? 0.70/- per equity
share) on the equity shares of the Company. Upon approval by the
shareholders, the total dividend for the year ended 31 March, 2026 shall
amount to 100% (? 2/- per equity share). The dividend recommended
is in accordance with the Company's Dividend Distribution Policy,
within the prescribed ceiling and in compliance with the framework
laid down under the RBI Master Directions.

TRANSFER TO RESERVES

The Company transferred a sum of ? 1,050 crores to the statutory
reserve as required under the Reserve Bank of India Act, 1934.

FIXED DEPOSITS

The Company is a non-deposit taking NBFC. The Company does not
hold or accept deposits as at the date of balance sheet.

LICENSES HELD

The Company is registered as a Non Banking Financial Company
- Investment and Credit Company (NBFC- ICC). The Company also
holds a license to carry on the factoring business (NBFC-F). The
Company is categorised as an NBFC in Upper Layer (NBFC-UL) by
the Reserve Bank of India under the RBI Master Directions. The
Company also holds a Composite Corporate Agency License issued
by the Insurance Regulatory and Development Authority of India,
enabling it to carry on the business of a corporate insurance agent.

CAPITAL ADEQUACY

The Company's capital adequacy ratio was at 19.21% as on

31 March, 2026 well above the statutory minimum capital
adequacy threshold of 15% set by RBI. The Common Equity
Tier 1 (CET1) capital was at 14.40% and Tier I capital was at 14.73%
as against the statutory minimum requirement of 9% and 10%
respectively. Tier II capital was at 4.48% as on 31 March, 2026.

EMPLOYEE STOCK OPTION (ESOP) SCHEME

Pursuant to the approval accorded by the shareholders on 3 January,
2017, the Nomination and Remuneration Committee formulated
an employee stock option scheme 2016 (ESOP 2016). During the
year, the Company made grants aggregating to 13,94,443 options
to 198 employees. As at 31 March, 2026, the total number of
options outstanding under ESOP 2016 is at 58,87,750 comprising
both vested (exercisable) and unvested options.

The scheme is in compliance with the Securities and Exchange
Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 (SEBI SBEB Regulations) and the provisions of
the Companies Act, 2013 (the Act). A certificate from the secretarial
auditor, M/s. BP & Associates, Company Secretaries confirming the
implementation of ESOP 2016 in accordance with the SEBI (SBEB)
Regulations and the shareholders' resolutions has been obtained
and will be available for inspection by the shareholders at the
ensuing annual general meeting (AGM). The details of the scheme
as at 31 March, 2026 and the certificate are disclosed on the website
of the Company. (weblink:httDs://www.cholamandalam.com/
investors/esop)

DIRECTORS

Appointment / Re-appointment

Mr. Vellayan Subbiah was appointed as a Whole-time Director,
designated as Executive Chairman for a term of five years
commencing from 1 April, 2025 to 31 March, 2030. The
appointment was approved by the shareholders on 28 April, 2025
by way of a postal ballot. Mr. Anand Kumar was re-appointed as
an Independent Director of the Company for a second consecutive
term of five years commencing from 16 March, 2026 to 15 March,
2031. The re-appointment was approved by the shareholders on
8 March, 2026 by way of a postal ballot.

Mr. Ravindra Kumar Kundu, Managing Director, who retires by
rotation at the ensuing AGM and being eligible, has offered himself
for re-appointment and is recommended to the shareholders for
approval.

All Directors have confirmed that they satisfy the 'fit and proper'
criteria as prescribed under the RBI (Non-Banking Financial
Company - Governance) Directions, 2025.

DECLARATION FROM INDEPENDENT DIRECTORS

All the Independent Directors (IDs) have submitted their declarations
of independence, as required pursuant to section 149(7) of the Act,
confirming that they meet the criteria of independence as provided
under section 149(6) of the Act. In the opinion of the Board, the
IDs fulfil the conditions specified in the Act and the rules made
thereunder for appointment as IDs including integrity, expertise,
experience and proficiency and confirm that they are independent

of the management. All the IDs of the Company have registered
their names in the data bank of IDs and have completed the online
proficiency self-assessment test within the timeline notified by the
Ministry of Corporate Affairs (MCA).

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of section 203 of the Act read with the
rules made thereunder, the following employees are the whole¬
time key managerial personnel of the Company as at the date of
this report:

a) Mr. Vellayan Subbiah, Executive Chairman

b) Mr. Ravindra Kumar Kundu, Managing Director

c) Mr. D. Arulselvan, Chief Financial Officer and

d) Ms. P. Sujatha, Company Secretary

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors' responsibility statement as required under section
134(5) of the Act, reporting the compliance with accounting
standards, is attached and forms part of the Board's report.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE
REGULATORS

There are no significant or material orders passed by any regulators,
courts or tribunals that would impact the going concern status of
the Company or its future operations.

MATERIAL CHANGES OR COMMITMENTS AFFECTING THE
FINANCIAL POSITION OF THE COMPANY

There were no significant or material changes or commitments
affecting the financial position of the Company that occurred
between the end of the financial year and the date of this report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis report (MDA),
highlighting business-wise details is attached and forms part
of this report. The MDA also contains details of the Company's
risk management framework, including the development and
implementation of risk management policy and the key risks faced
by the Company.

CORPORATE GOVERNANCE REPORT

A report on Corporate Governance, as required under the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015 (Listing Regulations) is attached and forms part of this report.
The report also contains details required to be disclosed including
the composition and category of Directors, number of meetings
of the Board, composition of various committees, annual Board
evaluation, remuneration policy, criteria for Board nomination and
senior management appointments, whistle blower policy / vigil
mechanism, disclosure of relationships between Directors inter-se,
state of Company's affairs, and other related matters.

The Managing Director and the Chief Financial Officer have
submitted a compliance certificate to the Board in respect of
the financial statements and other matters, as required under
regulation 17(8) of the Listing Regulations.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

In terms of Regulation 34(2)(f) of Listing Regulations read with SEBI
Master Circular dated 30 January, 2026 (as amended from time to
time), the Business Responsibility and Sustainability Report (BRSR)
and the Reasonable Assurance report of the BRSR Core are attached
and forms part of this report.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements have been prepared in
accordance with the Act and the relevant accounting standards
and forms part of this annual report.

AUDITORS

M/s. B.K. Khare & Co., Chartered Accountants and M/s. KKC &
Associates LLP, Chartered Accountants are the joint statutory
auditors of the Company. They were appointed at the 46^th AGM
held on 26 July, 2024 for a term of three years commencing from
the conclusion of 46^th AGM until the conclusion of 49^th AGM.
The statutory auditors' report which is attached to the financial
statements and forms part of this report, does not contain any
qualifications, reservations, adverse remarks or disclaimers.

SECRETARIAL AUDIT

M/s. BP & Associates, Company Secretaries are the Secretarial
Auditors of the Company. They were appointed as secretarial
auditors at the 47^th AGM held on 31 July, 2025 for a term of 5
years commencing from FY 2025-26 to FY 2029-30. The Secretarial
Audit Report forms part of this report and does not contain any
qualifications, reservations, adverse remarks or disclaimers.

COST RECORDS AND COST AUDIT

The maintenance of cost records and the requirements of cost
audit as prescribed under the provisions of section 148(1) of the
Act are not applicable to the business activities carried out by the
Company.

ANNUAL RETURN

In accordance with sections 134(3)(a) and 92(3) of the Act, the annual
return in form MGT-7 is placed on the website of the Company
and is available on the weblink:httDs://www.cholamandalam.com/
investors.

CORPORATE SOCIAL RESPONSIBILITY

Cholamandalam positions itself as the "Capital for Change" to
drive deep, long-term social impact. The Company's philosophy
moves beyond basic funding by channelising its CSR investments
across nine interconnected national development pillars - with an
overarching environmental focus - via a National Development
Blueprint of Viksit Bharat 2047.

This strategic mission actively empowers four core community
pillars. Aarthik Engine: Supporting small shop owners and the
transport ecosystem. Annadata: Empowering small and marginal
farmers. Thulir: Nurturing economically weaker students and young
athletes through education and sport. Sanrakshanam: Preserving
heritage and monuments to elevate India's cultural legacy.

The Company has been carrying out corporate social responsibility
(CSR) activities for many years even prior to such activities being
mandated under the Act. The Company has in place a Board
approved CSR policy. The policy and details on the composition of
CSR committee and projects approved by the Board are available on
the website of the Company. (Weblink:httos://files.cholamandalam.
com/files/csr-Dolicv-2026.Ddf)

In accordance with the provisions of the Act, the Company is
required to spend at least 2% of the average net profits of the
Company made during the three immediately preceding financial
years, which aggregated to ? 91.14 crores (after adjusting the
excess amount of ? 1 crore pertaining to FY 2024-25). During FY
2025-26, the Company spent ? 91.19 crores and the excess amount
of ? 0.05 crore shall be carried forward and adjusted against the
CSR expenditure for FY 2026-27. The details of the CSR activities are
annexed hereto and forms part of this report.

INTERNAL FINANCIAL CONTROLS

The Company has in place a comprehensive and adequate
Internal control framework including clear delegation of authority
and standard operating procedures that are established and
implemented across all businesses and functions. The framework is
reviewed periodically at various levels. The risk and control matrices
are reviewed on a quarterly basis and control measures are tested
and documented. These measures have helped in ensuring the
adequacy of internal financial controls commensurate with the size,
scale and complexity of operations of the Company. The internal
financial controls with reference to the financial statements were
tested and found to be adequate.

RELATED PARTY TRANSACTIONS

The Company has in place a robust process for approval of
transactions with related parties. The policy on related party
transactions as approved by the Board is available on the website
of the Company (weblink: https://SJes.chpJamandaJam.cpm/SJes/rgtz
2026.pdf). All contracts, arrangements and transactions with related
parties that were entered into during the financial year were in the
ordinary course of business and on an arm's length basis. There were

no materially significant transactions with Promoters, Directors,
Key Managerial Personnel or other designated persons which may
have a potential conflict with the interests of the Company at large.
Accordingly, there were no contracts or arrangements entered
into with related parties during the year that are required to be
disclosed under sections 188(1) and 134(h) of the Act in form AOC-
2. An omnibus approval of the Audit Committee was obtained at
the beginning of the financial year for the transactions proposed
to be entered into by the Company with related parties including
any unforeseen transactions up to ? 1 crore per transaction per
party. The disclosures required under the Industry Standards on
"Minimum information to be provided to the Audit Committee
and Shareholders for approval of Related Party Transactions" (as
amended from time to time), were duly provided to the Audit
Committee. The transactions entered into pursuant to the approval
so granted were placed before the Audit Committee for its review
on a quarterly basis.

INFORMATION AS PER SECTION 134(3)(m) OF THE ACT

During the year under review, the Company had no major impact
on account of conservation of energy or technology absorption.
Foreign currency expenditure / remittances amounting to
? 2,088.17 crores towards repayment of overseas borrowing and
interest, travel and other professional charges were incurred during
the year under review. The Company does not have any foreign
exchange earnings.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Being an NBFC, the Company is exempt from the disclosure
requirements relating to particulars of loans given, guarantees
given and security provided under the provisions of section 186(11)
of the Act. With regard to investments made by the Company, the
relevant details are provided in note 10 to the standalone financial
statements and note 12 to the consolidated financial statements of
the Company for the year ended 31 March, 2026.

DISCLOSURE OF REMUNERATION

The disclosure with respect to remuneration as required under
section 197 of the Act read with rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014 is attached and forms part of this report.

PARTICULARS OF EMPLOYEES

In accordance with section 136 of the Act, the financial statements
are being sent to the members and others entitled thereto. The
statement prescribed under rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014 is available for inspection of the shareholders at the ensuing
annual general meeting (AGM). Any member interested in obtaining
a copy, may send an e-mail to the Company Secretary in this regard.

COMPLIANCE WITH SECRETARIAL STANDARDS ON
BOARD AND GENERAL MEETINGS

The Company has complied with all the provisions of Secretarial
Standards issued by the Institute of Company Secretaries of India in
respect of meetings of the Board of Directors and General Meetings
held during the year.

INTERNAL COMPLAINTS COMMITTEE

The Company has in place a policy for the prevention of
sexual harassment in line with the requirements of the Sexual
Harassment of Women at the Workplace (Prevention, Prohibition
and Redressal) Act, 2013 (POSH Act). The Company has complied
with the provisions relating to constitution of internal complaints
committee (ICC) under the POSH Act. ICC has been set up to redress
complaints received regarding sexual harassment. All employees
including contract workers, probationers, trainees, apprentices
or any person so employed at the workplace by any other such
name are covered under this policy. During the year, the Company
conducted awareness for employees on the POSH Act. E-learning
modules were also rolled out during the year to create awareness
on the POSH Act. The details on complaints received under this
policy are provided in the report on corporate governance (refer
page no. 92).

OTHER DISCLOSURES

No fraud was reported by the auditors of the Company under
section 143 (12) of the Companies Act, 2013 read with Companies
(Audit and Auditors) Rules, 2014 during FY 2025-26 requiring
disclosure in the Board's report.

During the year ended 31 March, 2026, the Company had not made
any application under the Insolvency and Bankruptcy Code, 2016
("the Code"). As at 31 March, 2026, total number of applications
filed and pending under the Code are 10 cases amounting to
? 42.41 crores. No proceedings are pending against the Company
under the Code. Further, during the year, the Company had not
entered into any one-time settlement with banks or financial
institutions.

The Company has complied with the relevant provisions relating to
the Maternity Benefits Act, 1961.

HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES /
ASSOCIATES AND JOINT VENTURESCHOLAMANDALAM SECURITIES LIMITED (CSEC)

During FY 2025-26, CSEC remained focussed on maintaining
operational efficiency and strengthening its business and
demonstrated resilience in spite of market challenges. CSEC
achieved a gross income of ? 92.54 crores and a Profit before Tax
of ? 10.80 crores during the year ended 31 March, 2026. As at
31 March, 2026, the Company directly holds 92% of equity share
capital of CSEC with the balance 8% held through Cholamandalam
Leasing Limited, thereby making CSEC a wholly owned subsidiary.

CHOLAMANDALAM LEASING LIMITED (CLL) (FORMERLY
KNOWN AS CHOLAMANDALAM HOME FINANCE
LIMITED)

During the year, the Board and shareholders of CLL approved
amendments to the Object clause of the Memorandum of
Association enabling the company to undertake activities relating
to fleet operations and mobility solutions services. CLL recorded a
gross income of ? 2.71 crores for the year ended 31 March, 2026
and incurred a Profit before Tax of ? 1.25 crores as against a loss of
? 0.45 crores in the previous year. As at 31 March, 2026, CLL is a
wholly owned subsidiary of the Company.

PAYSWIFF TECHNOLOGIES PRIVATE LIMITED (PTPL)

During the year, PTPL submitted an application to the RBI seeking
approval to act as a Payment Aggregator. The review of application
by regulator is under process. PTPL recorded a gross income of
? 100.24 crores for the year ended 31 March, 2026 and reported a
Profit before Tax of ? 6.72 crores as against a profit of ? 6.27 crores in
the previous year. As at March 31,2026, the Company holds 74.63%
of the equity share capital of PTPL.

ACKNOWLEDGEMENT

The Directors wish to thank the Company's customers, regulators,
vehicle manufacturers, dealers, channel partners, banks, mutual
funds, rating agencies and shareholders for their continued
support. The Directors also place on record their appreciation for
the valuable contribution made by the employees of the Company
to the Company's operations during the year under review.

On behalf of the Board

Place : Chennai Vellayan Subbiah

Date : 30 April, 2026 Executive Chairman