Your Directors are pleased to present their Sixty Eighth Annual
Report together with the audited financial statements of your
Company for the year ended March 31, 2025.

1. FiNANCiAL PERFORMANCE

2. BUSiNESS

For the Financial year ended March 31, 2025,
your Company disbursed an amount of ' 76,171.00 lakh
in vehicle financing operations. The overall collection
efficiency has been satisfactory. Your Directors expect to
achieve better business disbursements and profitability
during the current financial year.

3. chance in nature of business, if any

During the year, there was no major change in the nature
of business of your company.

4. DIVIDEND

a. PREFERENCE SHARES

Your Directors have, at their meeting held on May 25,
2024, declared a pro rata interim dividend of ' 8.25
per share on 8.25 per cent Redeemable, Cumulative,
Preference Shares of ' 100 each for the financial year
ended March 31, 2025, amounting to ' 1.27 lakh, after
tax deducted at source of ' 0.08 lakh.

Your Directors have also, at their meeting held on
March 25, 2025, declared an interim dividend of
' 9.00 per share (including a pro rata dividend) on
9 per cent Redeemable, Cumulative, Preference Shares
of ' 100 each for the financial year ended March 31,
2025, amounting to ' 176.88 lakh, after tax deducted
at source of ' 4.78 lakh.

b. EQUITY SHARES

Your Directors have, at their meeting held on May 30,
2025 recommended a dividend of ' 0.80 per equity
share (8 per cent on the face value of equity shares of
' 10 each) for the year ended March 31, 2025 amounting
to ' 517.65 lakh, subject to deduction of tax, wherever
applicable. Equity Dividend recommended by the Board
of Directors for the financial year 2024-25, if approved
by the members, will be recognized as a liability during
the financial year 2025-26. The dividend recommended
is in compliance with the RBI Master Direction - NBFC
(Scale Based Regulation) Directions 2023, as amended
on "Declaration of Dividend".

c. TAX ON DIVIDEND

In accordance with the provisions of the Income-tax
Act 1961 ("IT Act"), the Company will make payment
of dividend after deduction of tax at source ("TDS") as
per the prescribed rates, to those shareholders whose
names appear as beneficial owner/ member in the
list of beneficial owners to be furnished by National
Securities Depository Limited / Central Depository
Services (India) Limited in case of shares held in
dematerialised form or in the Register of Members
in case of shares held in physical form as at the close
of business hours on Saturday, September 20, 2025
(Record Date).

5. TRANSFER TO RESERVES

Your Company has transferred an amount of
' 333.03 lakhs to the Statutory Reserve, in compliance
with Section 45-IC of the Reserve Bank of India ("RBi")
Act 1934. Further, the Board of Directors of your Company
has decided to retain the balance amount in the retained
earnings of the Company.

6. CAPITAL ADEQUACY

The Capital to Risk Assets Ratio ("CRAR") of your Company
as on March 31, 2025 was 18.63 per cent which is well
above the minimum regulatory requirement of 15 per cent
CRAR prescribed by the Reserve Bank of India. Out of the
above CRAR, Tier I stood at 14.95 per cent and Tier II stood
at 3.68 per cent respectively.

7. CREDIT RATINC

The details of credit ratings obtained from the credit
rating agency, ICRA Limited are given in the Corporate
Governance Report (Refer Annexure 3) which forms part
of the Board's Report.

8. CHANCE iN THE CAPiTAL

During the year, there was no change in the paid-up share
capital of the company. As at the end of the financial year,
the total paid-up share capital stood at ' 8,625.74 lakh
consisting of 6,47,05,882 equity shares of ' 10 each and
21,55,150 9 per cent Redeemable, Cumulative, Preference
Shares of ' 100 each.

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34(2) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations
2015 ("Listing Regulations"), a report on Management
Discussion and Analysis, which forms part of this report,
is set out in Annexure 1.

10. RBi COMPLiANCES

a. SCALE BASED REGULATIONS ("SBR")

RBI issued a Master Direction (No.RBI/DoR/2023-24
/106 DoR.FIN.REC.No.45/03.10.119/2023-24 dated
19 October 2023) on Scale Based Regulation- NBFC
Directions 2023. Based on this, your Company has
been classified as "NBFC-Middle layer" ("Ml").
Your Company has complied with the various
requirements specified under SBR for NBFC-ML within
the prescribed timelines.

b. NOMiNATiON AND REMUNERATiON COMMiTTEE
CHARTER

During the financial year 2024-25, Nomination and
Remuneration Committee ("NR") Charter was amended
in conformity with RBI's Scale Based Regulation and
Listing Regulations, including introducing malus and

clawback clause in the NR Charter. The Company's
policy on Director's appointment and remuneration
including the criteria for determining qualifications,
positive attributes, independence of a director and
other matters provided under Section 178(3) of
the Act are covered in the Corporate Governance
Report which forms part of the Board's Report.
The amended NR Charter is available on the website
of the Company at https://sakthifinance.com/
wp-content/uploads/2025/05/Nomination-and-
Remuneration-Charter-with-Remuneration-Policy.pdf
The remuneration policy is given in Annexure 2.

11. PUBLIC ISSUE / REDEMPTION OF NON-CONVERTIBLE

DEBENTUREs

a. Public Issue of Secured , Redeemable, Non-Convertible
Debentures for ' 10,000 lakh

During the financial year 2024-25, your Company
made a further Public Issue of Secured, Redeemable,
Non-Convertible Debentures ("NCDs") of ' 1,000 each
for an amount not exceeding ' 5,000 lakh, with an
option to retain over-subscription for an amount not
exceeding ' 5,000 lakh, aggregating ' 10,000 lakhs.
The NCD issue opened on 17th March 2025 and closed
on 28th March 2025. Your Company received a valid
subscription of ' 11,320.78 lakh. Your Company made
allotment of 10,00,000 NCDs aggregating ' 10,000 lakh
to the eligible allottees on 4 April 2025. The NCDs were
listed and admitted for trading with BSE Limited with
effect from 8 April 2025. The proceeds of the NCD issue
were used in accordance with the objects stated in the
Prospectus.

b. Redemption of Secured, Redeemable, Non-Convertible Debentures ("NCDs")

The following Public Issue NCDs were redeemed during the year and up to the date of this report, the details of which are
given below: (? lakh

12. DEPOSiTS

The total deposits with the Company as at March 31, 2025
stood at ' 18,336.79 lakhs as compared to ' 8,390.85 lakh
as at the end of the previous year.

As at the end of the financial year 2024-25, public deposits
aggregating ' 121.75 lakh were due for repayment but
remained unclaimed. The Company has been regularly
reminding the depositors about the maturity and out of
the said deposits, 24 deposits amounting to ' 54.57 lakh
have since been claimed and paid / renewed as per their
instructions.

13. TRANSFER TO iNVESTOR EDUCATiON AND PROTECTiON
FUND ("IEPF")

During the financial year 2024-25, your Company has
transferred unclaimed dividend, unclaimed matured

deposits (including interest), amounting to ' 8.57 lakhs
to IEPF. Further, the Company has also transferred 39,663
equity shares of ' 10 each in respect of which dividend
has remained unclaimed for seven consecutive years to
IEPF.

14. DiRECTORS AND KEY MANACERiAL PERSONNEL

a. Retirement by rotation

In accordance with the provisions of Section 152(6) of
the Companies Act 2013 ("the Act"), Dr S Veluswamy,
Non-Executive Director (DIN: 05314999) will retire by
rotation at the ensuing AGM of the Company and being
eligible, offers himself for reappointment. Based on the
recommendation of the Nomination and Remuneration
Committee, the Board also recommended his
re-appointment to the members.

b. Retirement of independent Directors

Smt. Priya Bhansali and Sri K P Ramakrishnan,
Independent Directors, will complete their second term
of office as Independent Directors of the Company on
September 27, 2025 and will cease to be Independent
Directors of the Company from that date. The Board of
Directors placed on record their deepest appreciation
for the valuable guidance and contribution rendered
by them, during their long association as Independent
Directors of the Company.

c. Appointment of independent Directors and
Non-Executive, Non-Independent Director (Additional)

The Board of Directors of the Company have,
at their meeting held on July 4, 2025, based on the
recommendation of Nomination and Remuneration
Committee, approved the appointment of
Sri K V Ramachandran (DIN: 00322331) as an
Independent Director (Additional) of the Company in
place of Sri M Bhaskar, who passed away suddenly on
May 21, 2025, for a period of five years with effect from
July 4, 2025 to July 3, 2030, subject to the approval of
Members of the Company. The members approved the
appointment of Sri K V Ramachandran (DIN: 00322331)
as an Independent Director of the Company for the term
as mentioned above by passing a Special Resolution
through Postal Ballot.

Further, based on the recommendation of Nomination
and Remuneration Committee, the Board of
Directors appointed Smt. Susheela Balakrishnan
(DIN : 07140637) and Sri. S Chandrasekhar
(DIN : 00011901) as Non-Executive, Independent
Directors (Additional) with effect from August 14, 2025,
who meet the criteria of independence under Section
149(6) of the Act and the Rules made thereunder and
Regulation 16(1)(b) of the Listing Regulations and in
respect of whom the Company has received notices in
writing from members under Section 160 of the Act,
for a term of 5 (five) consecutive years with effect from
August 14, 2025 to August 13, 2030, both days inclusive
and they shall not be liable to retire by rotation.
In the opinion of the Board, the proposed Independent
Directors hold high standards of integrity, expertise and
experience (including proficiency). They are exempt
from the requirement to undertake on-line proficiency
self-assessment test.

However, the Board of Directors have, based on the
recommendation of Nomination and Remuneration
Committee, at their meeting held on September 1,
2025, appointed / redesignated Sri. S. Chandrasekhar
(DIN:00011901) as a Non-Executive, Non-Independent
Director (Additional) of the Company as he may likely
to take Directorships in other group Companies, which
may impact / impair his independence and he is liable
to retire by rotation.

Further, the Board of Directors have, at their
meeting held on September 1, 2025, based on the

recommendation of Nomination and Remuneration
Committee, appointed Sri. S. Shivram (DIN: 07946245)
as an Independent Director (Additional) for a term of
five consecutive years with effect from September 1,
2025 to August 31, 2025 (both days inclusive) and he is
not liable to retire by rotation.

The necessary resolutions seeking approval of
the members of the Company for appointment of
Smt. Susheela Balakrishnan (DIN: 07140637) and
Sri. S. Shivram (DIN: 07946245) as Independent
Directors and Sri. S Chandrasekhar (DIN: 00011901) as a
Non-Executive, Non-Independent Director have been
included in the Notice of 68th Annual General Meeting
of the Company.

The Board is pleased to recommend their appointments
as Independent Directors and Non-Executive,
Non-Independent Director respectively of the
Company.

d. Cessation of a Director

Sri M Bhaskar, Independent Director (DIN : 02919393)
of the Board and Chairman of Audit Committee and
Member of various Committees of the Company since
August 8, 2024 passed away suddenly on May 21,
2025. He has immensely contributed to the discussion
and deliberations of the Board. The Board of Directors
placed on record their sincere appreciation for the
invaluable contributions made by him as a Member of
the Board / Committees.

e. Re-appointment of Sri M Balasubramaniam as
Managing Director

As recommended by the Nomination and
Remuneration Committee and Audit Committee,
the Board of Directors have, at their Meeting held on
August 14 2025, approved the re-appointment of
Sri M Balasubramaniam, as Managing Director of the
Company for a further period of five (5) years with
effect from September 29, 2025 to September 28, 2030
(both days inclusive) and he is not liable to retire by
rotation. The Board recommended his re-appointment
together with the terms and conditions of his
re-appointment and the remuneration payable to him.
The Notice convening the ensuing 68th AGM sets out
the brief profile, other details and disclosures relating
to his re-appointment.

f. Number of Meetings of the Board

Eight (8) meetings of the Board of Directors of the
Company were held during the year. For details of the
meetings, please refer to the Corporate Governance
Report, which forms part of this Report.

g. Key Managerial Personnel ("KMPs")

In terms of Section 203 of the Act,

Sri M Balasubramaniam, Vice Chairman and

Managing Director, Sri. K Sundaramurthy,
Chief Financial Officer and Sri S Venkatesh, Company
Secretary and Chief Compliance Officer are the
Key Managerial Personnel ("KMPs") of the Company.

Further, the Board of Directors have, at their
meeting held on March 25, 2025, designated
Sri K S Venkitasubramanian, Chief Operating Officer,
also as one of the KMPs of the Company with effect
from that date under Section 2(51) of the Companies
Act 2013.

h. Fit and Proper criteria and Non-Disqualification
Declaration by Directors

In terms of Chapter XI to RBI Master Direction
on Scale Based Regulation for NBFCs Direction
2023 (No. RBI/DoR/2023-24/106 DoR. FIN.REC.
No.45/03.10.119/2023-24 dated October 19, 2023,
as amended), all the Directors of the Company have
confirmed that they satisfy the prescribed "Fit and
Proper" criteria and that they are not disqualified from
being appointed/continuing as Directors in terms of
Section 164(1) and (2) of the Act.

i. independent Directors' Declaration

Smt Priya Bhansali, Sri K P Ramakrishnan,
Sri. Advait Kurlekar, Sri K V Ramachandran, Smt Susheela
Balakrishnan and Sri S Shivram are the Independent
Directors of the Company.

All the Independent Directors of the Company have
submitted declarations that each of them meets the
criteria of independence as provided in sub-section
(6) of Section 149 of the Act and Regulation 25 of the
Listing Regulations. Further, in terms of Regulation 25
of the Listing Regulations, they have also confirmed
that they are not aware of any circumstance or situation
which exist or may reasonably be anticipated that could
impair or impact their ability to discharge their duties
with an objective independent judgement and without
any external influence. The Directors have further
confirmed that they are not debarred from holding the
office of the director under any SEBI Order or any other
such authority.

Your Board of Directors of the Company,
after undertaking due assessment of the veracity of
the declaration and confirmation submitted by all the
Independent Directors, concluded that in the opinion of
the Board, the Independent Directors of the Company
possess requisite skills, qualifications, expertise and
experience (including proficiency) in terms of Section
150(1) of the Act and applicable rules made thereunder
in the field of information technology, banking and
finance, finance and accounting, FDI, international
taxation, Human Resources, Marketing, Transport
Industry etc. and they also hold highest standards of
integrity and are Independent of the Management of
the Company.

The Independent Directors of the Company have also
complied with the Code for Independent Directors
prescribed under Schedule IV to the Act.

The Independent Directors of the Company have
also declared and confirmed that they have enrolled

themselves in the Independent Directors' Databank
maintained with the Indian Institute of Corporate
Affairs ("MCA") in terms of Section 150 of the Act
read with Rule 6 of the Companies (Appointment and
Qualifications of Directors) Rules 2014.

Further, In terms of Section 150 of the Act read with
the Companies (Appointment and Qualification of
Directors) Rules 2014 as amended, since all the
Independent Directors of the Company have served as
Directors for a period of not less than three (3) years
on the Board of Listed Companies as on the date of
inclusion of their names in the database, they have
either passed the on-line self-assessment test or
are exempted to undertake the on-line proficiency
self-assessment test conducted by the IICA.

The details of familiarization programmes for the
Independent Directors are given separately in the
Corporate Governance Report.

No Independent Director has resigned before the
expiry of his / her tenure.

j. Code of Conduct for Directors and Senior Management

All the Directors and members of the Senior
Management have confirmed compliance with the
Code of Conduct of the Company. A declaration to this
effect has been signed by Vice Chairman and Managing
Director and forms part of the Annual Report.

k. Interse relationship amongst Directors

Except Dr M Manickam, Chairman, Sri M Balasubra-
maniam, Vice Chairman and Managing Director and
Sri M Srinivaasan, Director, who are related to each
other as brothers, none of the other Directors is related
to each other within the meaning of the term "relative"
as per Section 2(77) of the Act read with the Listing
Regulations.

l. Annual Performance Evaluation

In terms of the requirements of the Act and Listing
Regulations, the Board has carried out an annual
performance evaluation of the individual Directors,
Committees of the Board and the Board as a whole.

The evaluation was carried out based on a structured
questionnaire which includes performance criteria
such as performance of duties and obligations,
independence of judgment, level of engagement and
participation, contribution in increasing the Board's
overall effectiveness etc. Your directors have expressed
their complete satisfaction on the functioning and
performance of Individual Directors, Board and its
Committees.

15. Audit COMMiTTEE

During the year, the Audit Committee was reconstituted.
The present Audit Committee has four Non-Executive
Directors as members, of which three are Independent
Directors.

The composition of the Committee is given below:

a. Sri M Bhaskar, Chairman*

b. Sri K V Ramachandran, Chairman**

c. Sri M Srinivaasan, Member

d. Sri K P Ramakrishnan, Member

e. Smt Priya Bhansali, Member
* up to 21 May 2025

** with effect from 4 July 2025

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the financial year 2024-25, the Company has not
given / provided any loans, guarantee and securities to
parties mentioned in Section 185 of the Act. Hence the
provisions of Section 186 of the Act is not applicable to
the Company.

17. RELATED PARTY TRANSACTIONS

The Company has entered into contracts or arrangements
with the related parties in the ordinary course of
business and these are on arm's length basis only and has
complied with the applicable provisions of the Act read
with the rules made thereunder and Listing Regulations.
There are no contract or arrangement entered into with
Related Party(ies) during the year which requires to be
disclosed in Form AOC-2 under Sections 188(1) and
134(h) of the Act for the financial year 2024-25 and hence
does not form part of the Board's Report.

18. internal control

The information about internal controls is set out in the
Management Discussion and Analysis Report which forms
part of this Report.

19. RISK MANAGEMENT

The Risk Management is overseen by the Risk Management
Committee of the Company. The Committee oversees the
Company's processes and policies for determining risk
tolerance against established levels. Major risks identified
by the business and functions are systematically addressed
through mitigating actions on a continuous basis.
For details, please refer to the Management Discussion and
Analysis Report which forms part of the Board's Report.

20. VIGIL MECHANISM (WHISTLE BLOWER POLICY)

The Company has formulated a Vigil Mechanism (Whistle
Blower Policy) for Directors and employees to report
their genuine concerns. During the year, no complaint has
been received in this regard. For details, please refer to
the Corporate Governance Report which forms part of this
Report.

21. subsidiaries, associate and joint venture
companies

The Company does not have any subsidiary, associate or
joint venture Company. There was no Company which
has become or ceased to be Company's subsidiary, joint
venture or associate company during the financial year
ended March 31, 2025.

22. corporate governance report

As required under Regulation 34(3) read with Schedule
V to the Listing Regulations, a report on Corporate

Governance and a certificate from the auditors of the
Company regarding compliance of the conditions of
Corporate Governance form part of the Annual Report and
is set out in Annexure 3.

23. DISaOSURE AS PER Sexual Harassment OF WOMEN

at workplace (prevention, prohibition AND

REDRESSAL) ACT 2013

The Company has put in place a Sexual Harassment
Prevention Policy in line with the requirements of the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act 2013. An Internal
Compliance Committee ("Icc") has been formed to
redress complaints received regarding sexual harassment.
All employees are covered under this Policy. During the
financial year 2024-25, there were no complaints received
in this regard by the ICC, the details of which are given

heal r\\M-

24. DISCLOSURES UNDER MATERNITY BENEFIT ACT 1961

During the financial year 2024-25, your Company has
complied with applicable provisions of the Maternity
Benefit Act 1961.

25. ADEOUAcY of INTERNAL FINANGAL coNTRoLS WITH
REFERENcE To THE FINANGAL STATEMENTS

The Company has put in place necessary internal financial
controls which are adequate and are operating effectively.
The controls are adequate for ensuring the orderly
and efficient conduct of the business, completeness of
accounting records and timely preparation of reliable
financial information, besides adherence to the Company's
policies, safeguarding of assets, prevention and detection
of frauds and errors, accuracy, etc.

The Statutory Auditors of the Company,

M/s. P N Raghavendra Rao & Co, Chartered Accountants,
have also examined the internal financial controls of the
Company and have submitted an unmodified opinion on
the adequacy and operating effectiveness of the internal
financial controls over financial reporting as on March 31,
2025.

26. directors' responsibility STATEMENT

As required under Section 134(5) of the Act, your Directors
confirm, to the best of their knowledge and belief that:

a. in the preparation of the annual accounts,
the applicable accounting standards have been
followed and that there are no material departures;

b. they have selected such accounting policies and
applied them consistently and made judgments and

estimates that are reasonable and prudent so as 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 of the Company for the financial year;

c. they 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. they have prepared the annual accounts on a going
concern basis;

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

f. they have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such
systems are adequate and operating effectively.

27. CORPORATE SOCIAL RESPONSIBILITY ("CSR")

The CSR Policy of the Company and the details about
the initiatives taken by the Company on CSR during
the year as per the Companies (Corporate Social
Responsibility Policy) Rules 2014 have been disclosed
in Annexure 4. Further, details regarding composition
of Corporate Social Responsibility Committee and other
particulars are provided in the Corporate Governance
Report which form part of this report.

During the financial year 2024-25, your company is
required to spend ' 47.36 lakh towards CSR expenses.
Your Company has spent ' 47.76 lakh during the financial
year 2024-25.

28. AUDITORS

a. appointment of statutory auditors

Members of the Company had, at the 67th Annual
General Meeting ("AGM") of the Company held on
September 10, 2024, appointed M/s P N Raghavendra
Rao & Co, Chartered Accountants as Statutory Auditors
of the Company to hold office from the conclusion of
the 67th AGM till the conclusion of the 70th AGM.

b. Adoption of Policy for appointment of Statutory
Auditors

In compliance with the RBI Guidelines, your company
has adopted a Policy for appointment of Statutory
Auditors of the Company, which has been hosted on the
website of the Company, www.sakthifinance.com.

c. Secretarial Auditors

Pursuant to Section 204 of the Act, your Directors had
appointed M/s. Sriram Krishnamurthy & Co (formerly
M/s S Krishnamurthy & Co), Company Secretaries,
Chennai / Coimbatore to undertake the Secretarial
Audit of your company for the year 2024-25.
The Secretarial Audit Report (Form MR-3) for the
financial year 2024-25 is set out in Annexure 5.

In terms of Regulation 24A of the Listing Regulations
and Section 204 of the Act, read with Rule 9 of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014, the Audit Committee
and the Board of Directors have approved the
appointment and remuneration of CS R Dhanasekaran,
Company Secretary in Practice (FCS No. 7070, Certificate
of Practice No. 7745), as the Secretarial Auditor of
the Company for a term of five (5) consecutive years,
with effect from April 1, 2025 to March 31, 2030.
The Board has recommended his appointment for
approval of the Members at the ensuing Annual General
Meeting ("AGM").

A brief profile and other relevant details of
CS R Dhanasekaran are set out in the Notice convening
the ensuing AGM.

CS R Dhanasekaran, Company Secretary in Practice
has consented to act as the Secretarial Auditor of
the Company and confirmed that his appointment,
if approved, would be within the limits prescribed
under the Act and Listing Regulations. He has further
confirmed that he is not disqualified to be appointed as
the Secretarial Auditor under the applicable provisions
of the Act, rules made thereunder and Listing
Regulations.

d. 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.

e. Independent Auditor's Certificate on Corporate
Governance and Secretarial Auditor's Report

With reference to the observations made by the
Independent Auditors in their Certificate on Corporate
Governance and the Secretarial Auditor in its Secretarial
Audit Report, the Board of Directors wish to state that
the gap between two Risk Management Committee
Meeting had exceeded 210 days due to administrative
difficulties only.

There are no other disqualifications, reservations,
adverse remarks or disclaimers in the Independent
Auditor's Report and Secretarial Auditor's Report.

The Statutory Auditors of the Company have not
reported any fraud as specified under the second
proviso of Section 143(12) of the Act (including any
statutory modification(s) or re-enactment(s) thereof for
the time being in force).

29. PARTICULARS REQUIRED UNDER SECTION 134 OF THE ACT

Particulars as required under Section 134(3)(m) of the

Act read with Companies (Accounts) Rules 2014 are given

below:

a. The Company has no activity involving conservation of
energy or technology absorption;

b. The Company does not have any Foreign Exchange
Earnings and Foreign Exchange Outgo : Nil

30. PARTICULARS OF EMPLOYEES AND REMUNERATION

The Company had 675 permanent employees on its rolls
as on March 31, 2025.

The Information as required under Section 197(12) of
the Act read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is
provided in Annexure 6 to this Report.

The statement containing the names of top ten employees
in terms of remuneration drawn and the particulars of
employees as required under Section 197(12) of the Act
read with Rule 5(2) and (3) of the above Rules forms an
integral part of this Report. In terms of the proviso to
Section 136(1) of the Act, the Annual Report is being
sent to the Members excluding the above statement.
The said statement is open for inspection and any
Member interested in obtaining a copy of it may write to
the Company Secretary of the Company at investors@
sakthifinance.com.

31. orders passed by the regulators or court

There were no significant and material orders passed by
the Regulators or Courts or Tribunals affecting the going
concern status of your Company and its future operations.

32. material changes and commitments

There were no material changes and commitments
which occurred between the end of the financial year
of the Company and the date of this report affecting the
Company's financial position.

33. ANNUAL RETURN

A copy of the Annual Return for the financial year
2024-25 will be placed on the website of the Company,
www.sakthifinance.com within 60 days after conclusion
of the 68th AGM.

34. pecuniary relationship or transactions of

NON-EXECUTIVE DIRECTORS

During the year, the Non-Executive Directors of the
Company had no pecuniary relationship or transactions
with the Company, other than sitting fees and
reimbursement of expenses incurred by them for the
purpose of attending meetings of the Board/Committees
of the Board and any other transactions as approved by the
Audit Committee or Board which are disclosed in Notes to
the financial statements.

35. secretarial standards compliance

Your Directors confirm that the Company has complied
with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India in relation to
Board and General Meetings.

36. oTHER DiscLosUREs

In terms of applicable provisions of the Act and Listing
Regulations, your Company discloses that during the
financial year under review there was :

a. no issue of shares with differential rights in relation to
dividend, voting or otherwise;

b. no issue of shares (including sweat equity shares) to
Directors or employees of the Company;

c. no scheme for provision of money for the purchase
of its own shares by employees or by trustees for the
benefit of employees;

d. no revision of financial Statements and the Board's
Report of the Company;

e. no failure to implement any corporate action;

f. no deviation or variation in connection with certain
terms of public issue, rights issue, preferential issue,
etc;

g. no suspension of the Company's securities;

h. no application which was made under the Insolvency
and Bankruptcy Code 2016 and hence the requirement
to disclose the details of application made or any
proceeding pending under the Insolvency and
Bankruptcy Code 2016 (31 of 2016) during the year
along with their status as at the end of the financial
year is not applicable; and

i. no requirement to disclose the details of difference
between amount of the valuation done at the time
of one time settlement and the valuation done while
taking loan from the Banks or Financial Institutions
along with the reasons thereof.

37. AcKNoWLEDGEMENT

Your Directors wish to place on record the valuable
guidance and excellent co-operation extended by the
members, banks, financial institutions, rating agencies,
Reserve Bank of India and other regulatory authorities.
The Board of Directors wish to convey their sincere thanks
to the depositors and debenture holders of the Company
for their continued patronage. They also wish to appreciate
the excellent services rendered by the employees of the
Company.

We pray the Goddess SAKTHI to continue to shower her
blessings and to guide us in all our endeavours.

For and on behalf of the Board
Dr M Manickam

September 1, 2025 Chairman

Coimbatore - 18 DIN : 00102233