Your Directors' have pleasure in presenting the forty seventh annual report together with the audited accounts of the Company for the
year ended 31 March, 2025.

FINANCIAL RESULTS

SHARE CAPITAL

During the year, there was an increase in paid up capital by
" 0.19 crores, consequent to allotment of shares upon exercise of
stock options by employees under the Company's employee stock
option scheme. Total paid up equity share capital of the Company
as at 31 March 2025 is "168.25 crores.

OPERATIONS

India's auto industry grew 7.3% in FY25 with record passenger
vehicle sales and a 19.2% jump in exports, driven by strong demand,
policy support, and rising interest in electric mobility. AUM of retail
NBFC growth in FY25 witnessed slowdown and is expected at
17-19%, compared to 29% growth in FY24. The slowdown in
growth is largely emerging from unsecured asset segments, such
as the MFI Personal and Consumer Loans, primarily due to stricter
underwriting and disbursement practices. (Source- icra, siam)

The Company has crossed the milestone of achieving highest ever
disbursals at "1,00,869 crores in FY25 with YoY growth at 14%.
Disbursements in Vehicle Finance (VF) business grew by 12% in FY25
to "53,922 crores. Disbursements in Loan against property (LAP)
business grew by 32% to "17,913 crores in FY25. Disbursements in
Home Loans (HL) stood at "7,404 crores in FY25, which is a growth
of 16% YoY. Disbursements in Small and Medium Enterprises (SME)
stood at "7,763 crores in FY25 which is a marginal de-growth of
4% YoY. Disbursements in Consumer and Small Enterprise Loans
(CSEL-Consol) stood at "12,552 crores which is a growth of 11%
YoY. Disbursements in Secured Business & Personal Loans (SBPL)
grew by 23% in FY25 to "1,316 crores. The business AUM of the

Company stood at "1,84,746 crores which is a growth of 27% YoY.
The profit before tax of the Company for FY 2024-25 is "5,737 crores
as against "4,582 crores for FY 2023-24, which is a growth of 25%
YoY. The Company continues to hold a strong liquidity position
with " 15,267 crores as cash and liquid asset balances as at end of
March 2025 (including " 3,375.31 crores invested in Gsec & SDL/
" 1,721.41 crores invested in T-Bill & " 771.91 crores invested in
Strips shown under investments), with a total liquidity position of
" 15,712 crores (including undrawn sanctioned lines).

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

OUTLOOK

In response to economic challenges, RBI reduced the repo rate
to 6% by early 2025 and shifted its policy stance from neutral to
accommodative. The combination of income-tax relief in the
Union Budget for FY26, rate cuts leading to lower Equated Monthly
Instalments (EMIs), and a moderation in food inflation is expected
to boost household disposable incomes and urban consumption in
FY26. However, the retail AUM of NBFCs (excluding HFCs) is
projected to grow at a moderated pace of 16-18% in FY26. This
growth rate is slightly lower than the levels seen in FY25, with
potential downside risks arising from global macroeconomic
uncertainty impacting domestic economic activity. (Source- ICRA)

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://www.cholamandalam.com/files/dividend-distribution-
policv-2025)

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
31 January, 2025 for the year ended 31 March, 2025.

Your Directors' are pleased to recommend a final dividend of 35%
(" 0.70/- per equity share) on the equity shares of the Company.
With this, upon approval of the same by the shareholders, the total
dividend will be 100% (" 2/- per equity share) for the year ended
31 March, 2025.

TRANSFER TO RESERVES

The Company transferred a sum of " 860 crores to 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 of the date of balance sheet.

LICENSES HELD

The Company is an NBFC - Investment and Credit Company
(NBFC- ICC). The Company also has a license to do factoring
business (NBFC-F). The Company is notified as an NBFC in Upper
Layer (NBFC-UL) by the Reserve Bank of India under the Scale
Based Regulatory Framework for NBFCs. The Company also has a
Composite Corporate Agency License from Insurance Regulatory
and Development Authority of India, to operate as a corporate
insurance agent.

CAPITAL ADEQUACY

The Company's capital adequacy ratio was at 19.75% as on
31 March, 2025 as against the statutory minimum capital adequacy
threshold of 15% prescribed by RBI. The Common Equity Tier
1 (CET1) capital was at 13.68% and Tier I capital was at 14.41%
as against the statutory minimum requirement of 9% and 10%
respectively. Tier II capital was at 5.34% as on 31 March, 2025.

EMPLOYEE STOCK OPTION (ESOP) SCHEME

Pursuant to the approval accorded by the shareholders on
3 January, 2017, the Nomination and Remuneration Committee had
formulated an employee stock option scheme 2016 (ESOP 2016).

During the year, the Company made grants aggregating to
17,23,960 options to 188 employees. The total number of options
outstanding as on 31 March, 2025 under ESOP 2016 is at 59,32,718
(represents vested exercisable and unvested options).

The scheme is in compliance with Securities and Exchange Board
of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 (SEBI (SBEB) Regulations) and the Companies
Act, 2013 (the Act).

The certificate from secretarial auditor M/s. R. Sridharan & Associates,
Company Secretaries confirming implementation of ESOP 2016
scheme in accordance with the SEBI (SBEB) Regulations and
shareholders resolutions has been obtained and will be available
for inspection of the shareholders at the ensuing annual general
meeting (AGM). The details of the scheme as on 31 March, 2025 and
the certificate is disclosed on the website of the Company. (weblink:
httDs://www.cholamandalam.com/investors/esoD)

DIRECTORS

Appointment / Re-appointment

Mr. Ravindra Kumar Kundu, was appointed as the Managing Director
of the Company for a term of 5 years commencing from 7 October,
2024 to 6 October, 2029. He held the position of Executive Director
till 6 October, 2024.

Mr. Ramkumar Ramamoorthy was appointed as an Additional
Director in the capacity of an Independent Director of the Company
for a term of 5 years commencing from 26 July, 2024 to 25 July, 2029.

The above appointment of Mr. Ravindra Kumar Kundu as Managing
Director and the appointment of Mr. Ramkumar Ramamoorthy as
an Independent Director for the said periods were approved by the
shareholders on 7 September, 2024 vide a postal ballot.

Ms. Bhama Krishnamurthy was re-appointed as an Independent
Director of the Company for a second consecutive term of 5 years
commencing from 31 July, 2024 to 30 July, 2029.

Mr. M R Kumar was appointed as an Independent Director of the
Company for a term of 5 years commencing from 1 May, 2024 to
30 April, 2029.

The above re-appointment of Ms. Bhama Krishnamurthy and the
appointment of Mr. M.R. Kumar as Independent Directors for the
said periods were approved by the shareholders at the 46^th Annual
General Meeting.

Mr. Vellayan Subbiah, Non-Executive Chairman was appointed as a
Whole-time Director designated as Executive Chairman for a term of
5 years commencing from 1 April, 2025 to 31 March, 2030, subject to
the approval of shareholders.

Mr. M AM Arunachalam, Non-Executive 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 RBI (Non-Banking Financial Company -
Scale Based Regulation) Directions, 2023.

DECLARATION FROM INDEPENDENT DIRECTORS

All the Independent Directors (IDs) have submitted their declaration
of independence, as required pursuant to section 149(7) of the Act,
confirming that they meet the criteria of independence as provided
in 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 there under
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 with the data bank of IDs and completed online proficiency
self-assessment test as per 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 there under, the following employees are the whole
time key managerial personnel of the Company as on date of this
report:

a) Mr. Vellayan Subbiah, Executive Chairman
(effective 1 April, 2025)

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 AND MATERIAL ORDERS PASSED BY THE
REGULATORS

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING
THE FINANCIAL POSITION OF THE COMPANY

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

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis report (MDA),
highlighting the business-wise details is attached and forms part
of this report.

MDA also contains the details of the risk management framework
of the Company 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 per the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
(Listing Regulations) is attached and forms part of this report. The
report also contains the details as required to be provided on the
composition and category of Directors, number of meetings of
the Board, composition of the various committees, annual Board
evaluation, remuneration policy, criteria for Board nomination and
senior management appointment, whistle blower policy / vigil
mechanism, disclosure of relationships between Directors inter-se,
state of Company's affairs, etc.

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Company being in top 100 listed entities based on market
capitalization, in terms of Regulation 34(2)(f) of Listing Regulations
read with SEBI master circular dated 11 November, 2024, a business
responsibility and sustainability report is attached and forms part of
this report. Further, as per SEBI circular on BRSR Core - Framework
for assurance and ESG disclosures for value chain dated 12 July,
2023, the Company has undertaken reasonable assurance of the
BRSR Core during the year and the same is enclosed.

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. and M/s. KKC & Associates LLP, Chartered
Accountants are the joint statutory auditors of the Company. They
were appointed as joint statutory auditors at the 46^th AGM held
on 26 July, 2024 for a period of three years commencing from the
conclusion of 46^th AGM till the conclusion of 49^th AGM. The statutory
audit report is attached with financial statements and forms part
of this report and does not contain any qualification, reservation,
adverse remark or any disclaimer.

SECRETARIAL AUDIT

M/s. R. Sridharan & Associates, Company Secretaries were
appointed as the Secretarial Auditors of the Company for
FY 2024-25. The Secretarial Audit Report forms part of this report
and does not contain any qualification, reservation, adverse remark
or any disclaimer.

Pursuant to Regulation 24A of Listing Regulations, the Board of
Directors have recommended to the shareholders for approval, the
appointment of M/s. BP & Associates as Secretarial Auditors of the
Company for a term of five (5) consecutive years, from FY 2025-26
to FY 2029-30.

COST RECORDS AND COST AUDIT

Maintenance of cost records and requirements of cost audit as
prescribed under the provisions of section 148(1) of the Act is not
applicable for 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

The Murugappa group is known for its tradition of philanthropy
and community service. The group's philosophy is to reach out
to the community by establishing service-oriented philanthropic
institutions in the field of education and healthcare as the core focus
areas. The Company upholds the group's tradition by earmarking a
part of its income for carrying out its social responsibilities.

The Company has been carrying out corporate social responsibility
(CSR) activities for many years even before it was 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: https://www.cholamandalam.com/files/csr-policv-2025)

As per 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
" 73.18 crores. In FY 2024-25, the Company has spent " 74.24 crores
and an excess amount of " 1.00 crore shall be carried forward and
adjusted in the CSR spend for FY 2025-26. The details of the CSR
activities is annexed hereto and forms part of this report.

During the year, the Company formed a Trust under the name "Chola
Foundation" for direct implementation of various CSR activities.
Further, Chola Foundation has been registered as an implementation
agency under the Companies Act, 2013.

INTERNAL FINANCIAL CONTROLS

The Company has in place a comprehensive Internal control
framework including clear delegation of authority and standard
operating procedures that are established and laid out across all
businesses and functions. The framework is reviewed periodically
at all 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 scale of operations of
the Company. The internal financial controls with reference to the
financial statements were tested and reported adequate.

RELATED PARTY TRANSACTIONS

The Company has in place a policy on related party transactions as
approved by the Board and the same is available on the website
of the Company (weblink: https://www.cholamandalam.com/files/
rpt-policy-2025). All transactions with related parties that were
entered into during the financial year were in the ordinary course of
business and were 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 interest of the Company at large. There were no
contracts or arrangements entered into with related parties during
the year 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 for the transactions of the Company proposed to be
entered into with related parties at the beginning of the financial
year including for any unforeseen transactions with related parties
up to " 1 crore per transaction per party. 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
" 1,568.03 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 disclosures regarding particulars of loans given,
guarantees given and security provided is exempted under the
provisions of section 186(11) of the Act. With regard to investments
made by the Company, the details of the same are provided
under note 10 in standalone financial statements and note 12 in
consolidated financial statements of the Company for the year
ended 31 March, 2025.

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). If any member is interested in
obtaining a copy, such member 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 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 called by any other such
name are covered under this policy. During the year, the Company
conducted awareness for employees about POSH Act. The details
on complaints received under this policy is provided in the report
on corporate governance (refer page no. 88).

OTHER DISCLOSURES

There was no fraud reported by auditors of the Company as given
under Section 143 (12) of the Companies Act, 2013 read with
Companies (Audit and Auditors) Rules, 2014 during FY 2024-25
requiring a disclosure in the Board's report.

During the year ended 31 March, 2025, the Company had not made
any application under the Insolvency and Bankruptcy Code, 2016
("the Code"). As at 31 March, 2025, total number of applications
filed and pending under the Code are 10 cases amounting to
" 42.41 crores. No proceeding is pending against the Company
under the Code. During the year, the Company had not made any
one-time settlement with banks or financial institutions.

HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES /
ASSOCIATES AND JOINT VENTURES

CHOLAMANDALAM SECURITIES LIMITED (CSEC)

During FY 2024-25, CSEC remained focussed on maintaining
operational efficiency and strengthening its business and
demonstrated resilience in spite of challenges. CSEC achieved a gross
income of " 104.44 crores and a Profit before Tax of " 10.85 crores
during the year ended 31 March, 2025. As at 31 March, 2025, the
Company directly holds 92% of equity share capital of CSEC and the
balance 8% is held through Cholamandalam Leasing Limited, making
CSEC a wholly owned subsidiary.

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

CLL recorded a gross income of " 3.45 crores for the year ended
31 March, 2025 and made a loss of " 0.45 crores as against profit of "
63.25 crores in the previous year. CLL declared an interim dividend
at the rate of 14% on 20 March, 2025. As at 31 March, 2025, CLL is a
wholly owned subsidiary of the Company.

CLL had surrendered its license as a corporate agent with
composite license from Insurance Regulatory and Development
Authority of India (IRDAI) for distributing insurance products on
27 August, 2024.

During the year, the CLL's Board and shareholders approved
amendments to the Object clause of the Memorandum of
Association enabling the company to undertake leasing business.
Consequently, Subsequently, the name of the company was
changed from Cholamandalam Home Finance Limited to
Cholamandalam Leasing Limited on 24 January, 2025 to reflect the
proposed line of business.

VISHVAKARMA PAYMENTS PRIVATE LIMITED (VPPL)

The Company forms part of the consortium for retail payments
- VPPL that had applied for a New Umbrella Entity (NUE) License
for retail payments with Reserve Bank of India in the year March
2021. The Company holds 21% of equity share capital of VPPL.
The application is pending for approval. Hence, the Company is
in principle looking to exit from the consortium formed for the
purpose of obtaining NUE license.

PAYSWIFF TECHNOLOGIES PRIVATE LIMITED (PTPL)

PTPL recorded a gross income of " 110.87 crores for the year ended
31 March, 2025 and made a profit of " 6.27 crores as against a loss
of " 2.17 crores in the previous year. As on March 31, 2025, 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, vehicle dealers, channel partners, banks,
mutual funds, rating agencies and shareholders for their continued
support. The Directors also thank the employees of the Company
for their contribution to the Company's operations during the year
under review.

On behalf of the board

Place : Chennai Vellayan Subbiah

Date : 25 April, 2025 Executive Chairman