Year End :2024-03

The Directors have pleasure in presenting the 33^rd Report of Board of Directors of CreditAccess Grameen Limited ("Company"/ "CA Grameen") together with the Audited Financial Statements, both on a Consolidated and Standalone basis, for the Financial Year ended March 31,2024. Unless otherwise specifically mentioned, all the numbers provided in this report are standalone figures.

1. PRESENTATION OF FINANCIAL STATEMENTS

The financial statements of the Company for the year ended March 31,2024 have been prepared in accordance with Indian Accounting Standards ("Ind AS") prescribed under section 133 of the Companies Act, 2013 (the "Act"), read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Schedule III to the Act, as amended from time to time and applicable guidelines issued by SEBI. The audited consolidated financial statements have been prepared in compliance with the Act, Ind AS 110 Consolidated financial statements and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the 'Listing Regulations').

Financial Results

(H in Million)

Particulars	Consolidated		Standalone
	FY2024	FY2023	FY2024	FY2023
Total income	51,726.52	35,507.90	51,726.52	35,507.55
Finance cost	17,324.42	12,128.84	17,324.42	12,128.84
Net income	34,402.10	23,379.06	34,402.10	23,378.71
Total operating expenses	10,492.56	8,314.62	10,492.56	8,314.62
Pre-provisioning operating profit	23,909.54	15,064.44	23,909.54	15,064.09
Impairment on financial instruments	4,517.69	4,010.21	4,517.69	4,010.21
Profit before tax	19,391.85	11,054.23	19,391.85	11,053.88
Profit after tax	14,459.28	8,260.60	14,459.28	8,260.26
Other comprehensive income	(146.90)	84.11	(146.90)	84.11
Total comprehensive income	14,312.38	8,344.71	14,312.38	8,344.37
Basic Earnings Per Share (EPS) (in H )	90.88	52.04	90.88	52.04
Diluted Earnings Per Share (DPS) (in H )	90.41	51.82	90.41	51.81

Note: Due to rounding off, numbers presented above may not add up precisely to the totals provided.

SUBSIDIARY'S FINANCIALS:

CreditAccess India Foundation ("CAIF") is a wholly owned subsidiary of the Company. CAIF is 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 is attached to this report as Annexure I. Further, the Company does not have any Associate or Joint Venture Company.

2. KEY MILESTONES

Issue of Non-Convertible Debentures (NCDs)

During the year under review, the Company had successfully raised H 9,896 million, by way of Public Issue of Secured NCDs having a face value of H 1,000 each, which were allotted on September 07, 2023 and listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).

The NCD Tranche II Issue had a base Issue size of H 4,000 million with an option to retain oversubscription up to H 6,000 million aggregating up to H 10,000 million, which was within the shelf limit of H 15,000 million. The Tranche II Issue received a subscription of H 10,120 million i.e. 2.53x of the base Issue size.

The proceeds of the Issue have been fully utilized for the purpose for which it was raised.

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. Commemorating silver-jubilee during FY24, the Board of Directors recommend a one-time final dividend of H 10 per equity share of face value of H 10 each on the fully paid-up equity shares of the Company, for the year ended March 31, 2024, to those equity shareholders whose name appear on the register of members as on the record date fixed by the Board of Directors of the Company.

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 at https://www.creditaccessgrameen.in/wp-content/ uploads/2022/05/CreditAccess-Grameen_Dividend-Distribution-Policy.pdf

4. TRANSFER TO RESERVES

The Company has transferred H 2,891.86 million to statutory reserve out of the net profit for FY24 and H 30,110.68 million is the accumulated balance in Retained Earnings Account (Profit and Loss account and comprehensive income) as at March 31,2024.

5. SHARE CAPITAL

During the year under review, the Company had allotted 4,70,524 shares to the employees who exercised their stock options granted under CAGL Employees Stock Option Plan- 2011.

The paid-up Equity Share Capital of the Company as at March 31,2024 stood at H 1,594 million.

As on March 31, 2024, 3,68,100 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 are Independent Directors, including 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 vast 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 appointment of Independent directors are available on the website of the Company at https://www.creditaccessgrameen.in/wp-content/uploads/2022/07/CreditAccess-Grameen_Terms-of-Appointment-of-Independent-Directors_Policy.pdf

i. Changes in Directors and Key Managerial Personnel (KMP) during FY24

There was no change in the Board of Directors or Key Managerial Personnel during the period under review, except as below:

Name	Nature of change	Effective date
	Re-designated
Mr. Udaya Kumar Hebbar	as Managing Director (from	August 01,2023
	MD & CEO)
	Re-designated
Mr. Ganesh Narayanan	as Chief Executive Officer (from	August 01,2023
	Deputy CEO & CBO)

Further, the Board of Directors in its Meeting held on May 7, 2024 has recommended re-appointment of Mr Manoj Kumar as Independent Director for a second term of 5 (five) years.

In the opinion of the Board, Mr. Manoj Kumar fulfils the requirements for being re-appointed as an Independent Director as laid down under Section 149(6) of the Act, Regulation 16 of the Listing Regulations along with the 'fit and proper' criteria as per the applicable RBI guidelines on Corporate Governance.

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

ii. Directors retiring by Rotation

Mr. Sumit Kumar, Nominee Director shall retire by rotation and being eligible, offers his candidature for reappointment as per the provisions of the Act, at the ensuing Annual General Meeting of the Company.

iii. Declaration from Independent Director

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 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 https://www. creditaccessgrameen.in/wp-content/uploads/2024/04/ CreditAccess-Grameen_Board-Diversity-Policy_March_ 2024.pdf

The highlights of the said Policy are given below:

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

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

3. The Nomination & Remuneration Committee leads the process of identifying and nominating candidates for appointment as Directors on the Board.

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

5. 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 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, establishing criteria for determining qualifications, positive attributes, independence of 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 best 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 at https://www.creditaccessgrameen. in/wp-content/uploads/2023/08/CreditAccess-Grameen_ Policy-on-Remuneration-to-Directors-KMP-Senior-Management.pdf

vi. Evaluation of Board, its Committees and Individual directors

The Nomination & Remuneration Committee had engaged an external agency to conduct Board Evaluation for FY24. The evaluation of all individual Directors, Committees, Chairman of the Board, and the Board as a whole, was 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 FY24, the Board of Directors of the Company met 5 (Five) 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.

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 Directors' attendance details, composition, terms of reference and such other relevant details for the year under review are elaborated in the Report on Corporate Governance.

6. AUDITORS AND AUDITORS' REPORT

a. Joint Statutory Auditors

M/s PKF Sridhar & Santhanam LLP ("PKF"), one of the Joint Statutory Auditors of the Company, would be completing their tenure of 3 years by the conclusion of ensuing Annual General Meeting ("AGM"). In view of the same, the Board of Directors at its meeting held on October 20, 2023, in accordance with the RBI Guidelines for Appointment of Statutory Auditors dated April 27, 2021, ('RBI Guidelines') and provisions of Section 139 read with Section 141 of the Act and such other applicable provisions, if any, had appointed M/s Walker Chandiok & Co. LLP ("Walker Chandiok"), Chartered Accountants, (Firm Reg. No. 001076N/N500013) as one of the Joint Statutory Auditors of the Company to hold office for a period of 3 years from the conclusion of ensuing AGM, subject to the approval of shareholders.

Accordingly, Walker Chandiok and M/s. Varma & Varma will be the Joint Statutory Auditors of the Company for FY 2024-25 and FY2025-26.

Further, there are no qualifications, reservations, adverse remarks or disclaimers made by the Joint Statutory Auditors in their report on the Annual Financial Statements (Stadalone & Consolidated) for FY24.

b. Secretarial Auditors

The Board of Directors had appointed M/s M. Damodaran & Associates LLP, Practising Company Secretaries as the

Secretarial Auditors for FY24. 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.

c. Cost Auditors

The provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 relating to Cost Audit and maintaining cost audit records is not applicable to the Company.

7. DETAILS IN RESPECT OF FRAUDS, IF ANY, REPORTED BY AUDITORS:

Pursuant to Section 143(12) of the Act, the Joint Statutory Auditors and the Secretarial Auditors of the Company have not reported any instances of material frauds committed in the Company by its officers or employees.

However, a few instances of cash embezzlement are reported under Note No. 43(v) of the Annual Financial Statements.

8. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, there was no change in the nature of business of the Company.

9. CREDIT RATING

During FY24, the Company improved its credit rating from A Positive outlook to AA- Stable Outlook by CRISIL. Both India Ratings & Research and ICRA maintained the AA-Stable rating. The rating upgrade from CRISIL is primarily owing to substantial improvement in the Company's earnings profile and controlled credit costs.

It demonstrates the high reputation and trust the Company has earned for its sound financial management and its ability to meet all its financial obligations. The current ratings also factor in the company's industry-leading franchise in the Non-Banking Financial Companies - Micro Finance Institutions (NBFC-MFI) segment, improving asset quality backed by sound risk management processes and healthy capitalization.

Further, the Comprehensive Microfinance Grading by CRISIL for the Company as on March 31, 2024 is 'M1C1'. CRISIL's Comprehensive Microfinance Capacity signifies highest capacity of the MFI to manage its operations in a sustainable manner and Excellent performance on Code of Conduct dimensions. The grading is assigned on an eight-point scale with respect to Microfinance Capacity Assessment Grading, with 'M1' being the highest grading, and 'M8', the lowest and on a five-point scale with respect to Code of Conduct Assessment, with 'C1' being excellent performance, and 'C5', the weakest.'

10. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, there was no significant or material orders passed by any Regulator, Court or Tribunal which would impact the going concern status or the Company's operations in future.

11. 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. In line with applicable RBI guidelines on Risk Based Internal Audit, the Company has adopted a Risk Based Internal Audit Policy.

At the beginning of each financial year, an audit plan is rolled out after approval of the Audit Committee. The audit plan is aimed at evaluation of the efficacy and adequacy of internal control systems and compliance thereof,

robustness of internal processes, policies and accounting procedures, compliance with laws and regulations. Based on the reports of internal audit function process owners undertake corrective action in their respective areas. Significant audit observations and corrective actions, 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.

12. INTERNAL FINANCIAL CONTROLS

The Company has put in place an effective internal financial control 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, helps 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.

13. 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.

14. 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 effective March 23, 2022) which apart from ESG matters, reviews and recommends inter-alia (a) the policy on Corporate Social Responsibility (CSR) including changes thereto,

(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 CreditAccess India Foundation ("CAIF"), 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 https://www. creditaccessgrameen.in/wp-content/uploads/2024/04/ CreditAccess-Grameen_Corporate-Social-Responsibility-Policy_V5.pdf

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

15. 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 behaviour, 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 had received sixteen complaints through this mechanism. However, based on verification it was found that the complaints were in the nature of staff grievances and resolved accordingly. The Whistle-Blower Policy (Vigil Mechanism) of the Company is available on the website at https://www.creditaccessgrameen.in/wp-content/uploads /2023/09/Credit-Access_Grameen_Whistle-Blower-Policy_ V3.pdf

16. 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.

17. RELATED PARTY TRANSACTIONS

All the Related Party Transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. Details of Related Party Transactions as required under Indian Accounting Standard (Ind AS-24) are reported in Note 37 forming part of Standalone Financial Statements. As required under the applicable provisions of the Act, details of related party transactions in the Form AOC-2 is given in Annexure IV. There were no materially significant related party transactions having potential conflicts with the interests of Company during FY24. The Policy for determining Material Subsidiaries and Related Party Transaction Policy are available on the website of the Company at https://www. creditaccessgrameen.in/governance/policies/

18. 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 behaviour and sustainable growth.

19. PARTICULARS OF EMPLOYEES

As on March 31,2024, the Company had 19,395 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).

20. MATERIAL CHANGES AND COMMITMENTS AFTER THE DATE OF BALANCE SHEET

There are no material changes and commitments between the end of FY24 and the date of this report, affecting the financial position of the Company.

21. REPORT ON CORPORATE GOVERNANCE

Pursuant to the Listing Regulations, a separate section titled 'Report on Corporate Governance' has been included to this Integrated Annual Report. All Board members and Senior Management personnel have affirmed compliance with the Code of Conduct as applicable to them, for FY24. 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.

22. MANAGEMENT DISCUSSION AND ANALYSIS

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

23. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)

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 has been annexed as Annexure VI to this Report.

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

The Company has 3,183 women employees in various cadre as on March 31, 2024. 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 a part of Business Responsibility and Sustainability Report.

25. 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 at https://www.creditaccessgrameen.in/ wp-content/uploads/2024/01/CreditAccess-Grameen_ Fair-Practices-Code_RBI-Directions-on-MFI-Loans_ January-2024_v5.pdf

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.

26. CUSTOMER GRIEVANCE

The Company has a dedicated Customer Grievance 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.

27. 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 at https://www.creditaccessgrameen.in/investors/ shareholder-services/agm-egm/

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO

a. Information Relating to Conservation of Energy, Technology Absorption

Sr. No.	Particulars	Remarks
A	Conservation of energy
	i. the steps taken or impact on conservation of energy;
	ii. the steps taken for utilizing alternate sources of energy;
	iii. the capital investment on energy conservation equipment;
B	Technology absorption	The provisions of Section 134(3) (m) of the Act relating
	i. the efforts made towards technology absorption;	to conservation of energy and technology absorption does not apply to the
	ii. the benefits derived like product improvement, cost reduction, product
	development or import substitution;	Company. The Company has,
	iii. in case of imported technology (imported during the last three years	however, used information technology extensively in its
	reckoned from the beginning of the financial year)-	operations and continues
	a) the details of technology imported;	to invests in energy-efficient office equipment at all office locations.
	b) the year of import;
	c) whether the technology been fully absorbed;
	d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
	iv. the expenditure incurred on Research and Development

b. Foreign Exchange Earnings and Outgo

During the year under review, the Foreign Exchange earned in terms of actual inflows was H 20,375.42 million and Foreign Exchange outgo in terms of actual outflows was H 22,68.14 million.

29. 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 as defined by the Act. Accordingly, disclosure under Section 35(1) of the RBI Master Direction - Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016 does not also apply.

30. EMPLOYEES STOCK OPTION PLAN

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

Information as required under Section 62 of the Act read with Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014, 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:

Plan and is placed for approval of the members in the ensuing Annual General Meeting ("AGM") scheduled on August 12, 2024, the details of which are provided in the Notice of 33^rd AGM of the members of the Company.

31. SCALE BASED REGULATIONS

Pursuant to RBI circular on 'Scale Based Regulation (SBR): A Revised Regulatory Framework for NBFCs' dated October 22, 2021, 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 date.

32. 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 Board and General Meetings held.

c. The Company has not revised 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 October 19, 2023, without the attendance of Non-Independent Directors and Members of the Management.

33. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Directors hereby confirm that:

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

b. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company at the end of the financial year, and of the profit and loss of the Company for that year;

c. the directors 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;

d. the directors have prepared the annual accounts on a going concern basis;

e. the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

Place: Bengaluru Udaya Kumar Hebbar

Date: May 07, 2024 Managing Director

DIN: 07235226

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

34. ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation and sincerely acknowledge the contribution and support from shareholders, customers, debenture holders, debenture trustees, Central and State Governments, Bankers, Reserve Bank of India, Registrar of Companies, Securities and Exchange Board of India, Insurance Regulatory and Development Authority of India, BSE Limited, National Stock Exchange of India Limited, Registrar & Share Transfer Agents, Credit Rating Agencies and other Statutory and Regulatory Authorities for the kind cooperation and assistance provided to the Company. The Directors also extend their appreciation to all the employees for their continued support and unstinting efforts in ensuring an outstanding operational performance and for their continued commitment, dedication and cooperation.

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

George Joseph Chairman DIN: 00253754