To

The Members

CreditAccess Grameen Limited

Bengaluru

The Directors have pleasure in presenting the 34th Board's Report of CreditAccess Grameen Limited ("Company"/ "CA Grameen") together with the Audited Financial Statements, both on Consolidated and Standalone basis, for the Financial Year ended March 31, 2025. 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, 2025 have been prepared in accordance with the 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 and applicable guidelines issued by the SEBI, as amended from time to time. 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').

( Rs. in Million)

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

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 Rs. 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 RS. 1,062.80 million to statutory reserve out of the net profit for FY25 and RS. 32,719.78 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 RS. 1,597.19 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.

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.

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.

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.

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.

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.

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.

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

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.

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 RS. 160 Crore to RS. 170 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.

Consequently, the Company is now in compliance with all applicable statutory requirements.

Pursuant to the Listing Regulations, as amended from time to time, the Board of Directors in its Meeting held on May 16, 2025 has recommended the appointment of M/s. S. Sandeep & Associates, Practicing Company Secretaries (Firm Registration No.: P2025TN103600) as the Secretarial Auditors of the Company for a period of 5 (Five) years from FY26, subject to approval of the shareholders at the ensuing AGM.

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 are not applicable to the Company.

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

Pursuant to Section 143(12) of the Act, the Joint Statutory AuditorsandtheSecretarialAuditorsoftheCompanyhave not reported any instances of material fraud committed in the Company by its officers or employees. However, a few instances of cash embezzlement are reported under Note No. 43 of the Annual Financial Statements.

9. 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.

10. CREDIT RATINGS:

During FY25, the Company's credit rating was as mentioned in the below table. All the rating agencies i.e. India Ratings

& Research, ICRA & CRISIL Ratings have maintained the AA- Stable ratings for NCDs. 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. The credit ratings for various instruments of the Company as at March 31, 2025, are given below:

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.

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, relevant process owners, wherever required, 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.

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.

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.

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.

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.

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.

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.

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 therebypromotingrightbehaviorandsustainablegrowth.

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).

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.

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.

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.

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.

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.

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.

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.

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.

During the year under review, the Foreign Exchange earned in terms of actual inflows was RS. 6554 million and Foreign Exchange outgo was RS. 4086.40 million.

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.

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- Rs. 33.24

5. Total consideration received against issuance of ESOP shares under the Plan- RS. 181.66 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.

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.

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.

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 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.

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 their 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.