Your Directors have pleasure in presenting the Forty-Seventh Annual Report and the Audited Statements of Accounts for the Financial Year ended March 31, 2026.

FINANCIAL HIGHLIGHTS

DIVIDEND

Your Directors at their meeting held on October 31, 2025 declared interim dividend of Rs. 4.80 per equity share on 188,11,08,190 equity shares of face value of Rs. 2/- each fully paid-up (i.e. 240%) for the Financial Year 2025-26. The interim dividend was paid to eligible Members on November 17, 2025 involving a cash outflow of Rs. 902.93 crores, subject to deduction of tax at source as per the applicable rate.

The Board of Directors at its meeting held on April 24, 2026 has recommended a final dividend of Rs. 6/- per equity share of face value of Rs. 2/- each fully paid-up (i.e. 300%), for the Financial Year 2025-26 subject to declaration by Members at the ensuing 47^th Annual General Meeting (“47^th AGM”) of the Company.

The final dividend on equity shares, subject to the approval of the Members at the ensuing 47^th AGM to be held on July 10, 2026, will be paid before August 9, 2026 after deduction of tax at source (“TDS”) to the Members whose names appear in the Register of Members as of the close of business hours on July 3, 2026 (“Record Date”) and in respect of shares held in dematerialised form, it will be paid to Members whose names are furnished by National Securities Depository Limited/Central Depository Services (India) Limited (“Depositories”), as beneficial owners as of the close of business hours on that date. Equity shares that may be allotted on exercise of Fresh Stock Options granted under Shriram Finance Limited Employee Stock Option Scheme 2023 (No.1) before the Record Date for payment of final dividend will rank pari-passu with the existing equity shares and be entitled to receive the said final dividend.

The Company has in place Dividend Distribution Policy formulated in accordance with the Companies Act, 2013 (the “Act”), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and Reserve Bank of India (Non-Banking Financial Companies -Prudential Norms on Declaration of Dividends) Directions, 2025. As stipulated in Regulation 43A of the Listing

Regulations, the Dividend Distribution Policy forms part of the Report on Corporate Governance and is also available on the website of the Company at https://cdn.shriramfinance.in/ Dividend Distribution Policy.

SHARE CAPITAL

Preferential issue of Equity Shares

The Board of Directors of the Company at its meeting held on December 19, 2025 approved (i) the issuance of 471,121,055 fully paid-up equity shares of face value Rs. 2/- each of the Company (equivalent to 20% of the post-preferential equity share capital of the Company on a fully diluted basis) for cash at an issue price of Rs. 840.93 per Equity Share (including a premium of Rs. 838.93 per Equity Share), aggregating up to Rs. 39,617.98 crores through preferential issue on a private placement basis to a non-promoter investor i.e. MUFG Bank Ltd., a company incorporated under the laws of Japan (“MUFG”), subject to the approval of the Members, Reserve Bank of India (“RBI”), Competition Commission of India (“CCI”) and other applicable regulatory approvals (“Preferential Issue”).

In this connection, the Company and MUFG had entered into the Investment Agreement on December 19, 2025 for recording the terms and conditions of the issue of the subscription shares on preferential basis to MUFG.

Pursuant to the special resolutions, the Members at its Extra-ordinary General Meeting held on January 14, 2026 (i) approved the issuance of the Preferential Issue of Equity Shares to MUFG and (ii) granted certain identified rights to MUFG in accordance with the terms of the Investment Agreement.

Upon receipt of necessary statutory and regulatory approvals, the Board of Directors of the Company at its Meeting held on April 8, 2026 allotted 471,121,055 fully paid-up equity shares of face value of Rs. 2/- each fully paid-up to MUFG on receipt of the subscription amount of Rs. 39,617.98 crores, ranking pari-passu with the existing equity shares and are entitled to receive the dividend. Pursuant to the allotment of equity shares, MUFG has become a public shareholder of the Company representing 20% equity stake on a fully diluted basis.

The Preferential Issue has further strengthened the Company’s capital base and has immediately benefitted the Company in terms of improvement its credit profile and credit ratings of instruments issued by the Company (the details of which are given under the subsequent paragraph titled ‘Credit Rating/ ESG Rating’).

Post Preferential Issue, the paid-up equity share capital of the Company stood increased on April 8, 2026 from Rs. 3,763,130,742/- comprising of 188,15,65,371 equity shares of Rs. 2/- each fully paid up to Rs. 4,705,372,852/-comprising of 235,26,86,426 equity shares of Rs. 2/- each fully paid up. The proceeds are being utilised as per the objects of the Preferential Issue. Hence, there is no deviation/ variation in use of proceeds as per Regulation 32 of the Listing Regulations.

Authorised Share Capital

During the Financial year under review, there was no change in the Authorised Share Capital of the Company. As on March 31,2026, the Authorised Share Capital of the Company stood at Rs. 42,655,000,000/- divided into 14,877,500,000 Equity Shares of face value of Rs. 2/- each amounting to Rs. 29,755,000,000/- and 129,000,000 Preference Shares of face value of Rs. 100/- each amounting to Rs. 12,900,000,000/-.

Issued, Subscribed and Paid-up Share Capital

During the Financial year under review, the paid-up Equity Share Capital of the Company has been increased on account of issuance and allotment of 11,81,491 equity shares of face value of Rs. 2/- each fully paid up under Shriram Finance Limited Employee Stock Option Scheme 2023 (No.1) on various dates.

The issued, subscribed and paid-up Equity Share Capital of the Company as on March 31, 2026 stood at Rs. 3,763,130,742/-comprising of 188,15,65,371 Equity Shares of Rs. 2/- each fully paid up.

No Equity Shares were issued with differential rights as to dividend, voting or otherwise during the year under review.

The Company has not resorted to any buy back of its Equity Shares during the year under review.

None of the Directors of the Company holds instruments convertible into Equity Shares of the Company.

No sweat equity shares were issued to the employees of the Company during the year under review.

CREDIT RATING/ESG RATING

Following the approval by the Board of Directors for strategic equity investment by MUFG Bank Ltd., CARE Ratings Limited (“CARE”) upgraded the Company’s Long Term Instruments Rating to “CARE AAA” from “CARE AA ” with Stable Outlook and assigned CARE AAA; Stable to the Company’s Fixed Deposit Programme.

In addition, S&P Global Ratings upgraded the Company’s rating and senior secured debt ratings to “BBB-/ Stable/A-3” from “BB /Stable/B”. Other rating agencies placed the Company’s instruments on “Watch with Positive Implications” or revised the outlook to “Positive”. Further, CRISIL assigned “CRISIL AA /Watch Positive” rating to the Company’s Fixed Deposit Programme.

Consequent to the strategic equity investment in the Company by MUFG Bank Ltd. on April 8, 2026, the Company’s credit profile has significantly strengthened as reflected in the upgrades of its credit ratings and instruments by Credit Rating Agencies including ICRA Limited (“ICRA”), CRISIL Ratings Limited (“CRISIL”) and India Ratings and Research (“India Ratings”).

TRANSFER TO RESERVES

Under Section 45-IC (1) of Reserve Bank of India (“RBI”) Act, 1934, non-banking financial companies (“NBFCs”) are required to transfer a sum not less than 20% of its net profit every year to reserve fund before declaration of any dividend. Accordingly, your Company has transferred a sum of Rs. 1,999.63 crores to Statutory Reserve.

Further, the amounts proposed to be transferred to General Reserve and Debenture Redemption Reserve are mentioned in the Financial Highlights under the heading Appropriations’.

CAPITAL ADEQUACY RATIO

As on March 31, 2026, your Company’s Capital Adequacy Ratio (CAR) stood at 20.40% of the aggregate risk weighted assets on balance sheet and risk adjusted value of the off-balance sheet items, which is well above the regulatory requirement of minimum 15%, reflecting its strong capital position.

The Tier 1 Ratio and Tier 2 Ratio as on March 31, 2026 were 19.80% and 0.60% respectively. Your Company’s overall gearing (Debt/Tangible Net-worth) as on March 31, 2026 marginally decreased to 4.31x as compared to 4.68x as on March 31, 2025, indicating a strengthening of the balance sheet.

OPERATIONS AND COMPANY’S PERFORMANCE

The Company’s total Assets Under Management stood at Rs. 302,273.75 crores as on March 31, 2026 as compared to

Rs. 263,190.27 crores as on March 31, 2025, reflecting healthy growth during the year.

As on March 31, 2026, the Company operated through a large network of 3,225 branch offices and 535 rural centres across India, ensuring wide reach and accessibility to both urban and rural customers.

For the Financial Year ended March 31, 2026, your Company earned Profit Before Tax of Rs. 13,292.26 crores as against Rs. 12,606.02 crores in the previous Financial Year ended March 31, 2025. The Profit After Tax for the Financial Year ended March 31, 2026 was Rs. 9,998.15 crores as against Rs. 9,761.00 crores in the previous Financial Year. The total income for the year under consideration was Rs. 48,177.98 crores and total expenditure was Rs. 34,885.72 crores. The details of income & expenditure and financial ratios are given in the Management Discussion and Analysis Report forming part of this Annual Report.

The Company continued to follow prudent liquidity management practices, maintaining an adequate liquidity buffer throughout the Financial Year 2025-26. This ensured timely availability of funds for onward lending, smooth servicing of liabilities and reinforced the trust and confidence of customers, lenders, creditors, fixed deposit holders, and security holders. During the year under review, the Company successfully mobilised funds from both domestic and international markets in a seamless manner, further strengthening its financial flexibility.

Loans from Banks and Institutions

During the Financial Year ended March 31, 2026, the Company mobilised Rs. 26,732.66 crores through term loans and cash credit facilities from a diverse array of banks including public sector, private sector and foreign banks. In addition, the Company secured Rs. 1,850 crores in loans from financial institutions and corporate entities. These achievements reflect the Company’s robust and enduring relationships with its lending partners, who continue to extend consistent support, thereby reinforcing the Company’s ability to access funds seamlessly for its business operations.

Fixed Deposits

The mobilisation of fixed deposits during the Financial Year ended March 31, 2026 remained strong, reflecting the sustained popularity of the Company’s Fixed Deposit Schemes. This continued investor confidence is attributable to the Company’s established track record of offering attractive returns, ensuring the safety of investments and delivering efficient, customer-centric service to deposit holders.

During the Financial Year ended March 31, 2026, the Company mobilised Rs. 27,952.65 crores from fixed deposits, higher than Rs. 23,317.82 crores in the Financial Year ended March 31, 2025.

In accordance with the Reserve Bank of India (Non-Banking Financial Companies - Acceptance of Public Deposits) Directions, 2025, the Company has created a floating charge on statutory liquid assets comprising of investment in government securities (face value) to the extent of Rs. 10,294.21 crores in favour of trustees on behalf of the public deposit holders of the Company.

Your Company continues to ensure a smooth and customercentric investment experience, making fixed deposits a preferred option for securing customers’ financial future. Periodic communications are sent to depositors via SMS,

e-mail, post and courier, including reminders to those whose TDS is likely to be deducted before any payout/accrual. Your Company also provides a digital platform such as website and Shriram One app for online application/renewal of deposits, submission of Forms 15G/15H/Form 121 by all eligible Depositors, generation of TDS certificates and seamless investment process for its customers.

Non-Convertible Debentures

During the year under review, the Company raised Rs. 4,997.50 crores through the issuance of privately placed, rated, listed, secured, redeemable Non-Convertible Debentures (NCDs). The proceeds from the issue were utilised for financing across all asset classes, refinancing of existing debt and for other general corporate purposes of the Company.

External Commercial Borrowings (‘ECB’)

Commitment towards socio-economic advancement is at the core of the Company’s business. Your Company plays a pivotal role in promoting financial inclusion by catering to the needs of Millions of customers, in particular First Time Borrowers (“FTB”), Driver-Turned-Owners (“DTOs”), Small Road Transport Operators (“SRTOs”), Micro, small and medium enterprises (“MSMEs”) by offering affordable finance for pre-owned commercial vehicles, construction equipment, tractors and farm equipment loans which accounted for 74.86% of the Company’s lending portfolio as on March 31, 2026.

The Company has in place the Social Finance Framework that meets the criteria and guidelines for the allocation of proceeds of the Social Bonds as per International Capital Market Association (“ICMA”) Social Bond Principles 2023 (“SBP”) and the Loan Market Association (“LMA”), Asia Pacific Loan Market Association (“APLMA”) and the Loan Syndication and Trading Association’s (“LSTA”) Social Loan Principles (2023). Further details are provided in the ESG Report forming part of the Annual Report and the Social

Finance Framework is available on the Company’s website at: https://cdn.shriramfinance.in/files/SFL-Social-Finance-Framework.pdf

In the past, the Company availed loans from several international agencies including Asian Development Bank (ADB), US Development Finance Corporation (DFC), MUFG International Financial Corporation, Proparco, OeEB, among others.

During the year under review, the Company availed ECB Loans of USD 125 Million, JPY 15,000 Million and EUR 40 Million under its Social Finance Framework. The proceeds were utilised to finance investments in Eligible Social Projects in accordance with LMA, APLMA and the LSTA Social Loan Principles (2023) as permitted by the ECB Guidelines. All External Commercial Borrowings are fully hedged to mitigate risk arising from exchange rate volatility.

Securitisation

During the Financial Year 2025-26, the Company securitized assets amounting to Rs. 22,427.17 crores (accounting for 7.42% of the total Assets Under Management as on March 31, 2026). Through securitisation, the Company has been able to strengthen its borrowing profile, thereby reducing interest liabilities, particularly owing to its lending exposure to the priority sector.

As on March 31, 2026, the outstanding direct assignment portfolio stood at Rs. 2,057.40 crores.

EMPLOYEE SHARE BENEFIT SCHEME/PLAN

Shriram Finance Limited Employee Stock Option Scheme

2023 (No.1)

Your Company has Shriram Finance Limited Employee Stock Option Scheme 2023 (No.1) (“SFL ESOS 2023 (No.1)”) created in lieu of Shriram City Union Finance Limited Employee Stock Option Scheme 2013 (SCUF ESOS 2013) as an integral part of the Composite Scheme of Arrangement and Amalgamation inter-alia, involving amalgamation of Shriram City Union Finance Limited (SCUF) with the Company (Scheme of Arrangement and Amalgamation) and in order to continue the stock option benefits of the eligible employees of erstwhile SCUF.

During the year under review, no material changes were made to the SFL ESOS 2023 (No.1). The SFL ESOS 2023 (No.1) is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SBEB & SE Regulations”).

A Certificate issued by M/s. V Suresh Associates, Secretarial Auditor of the Company for the Financial Year 202526, certifying that the SFL ESOS 2023 (No.1) has been implemented in accordance with the SBEB & SE Regulations, will be made available for inspection by the Members through electronic mode at the ensuing 47^th AGM.

Disclosure pursuant to the provisions of Regulation 14 of the SBEB & SE Regulations as at March 31, 2026 is hosted on the website of the Company at https://www.shriramfinance.in/ investors/financials?section=annual-reports

Shriram Finance Limited Employees Phantom Stock Appreciation Rights Plan 2024

Your Company has formulated Shriram Finance Limited Employees Phantom Stock Appreciation Rights Plan 2024 (“PSAR Plan”) with an objective to:

• provide means to enable the Company to attract and retain appropriate human talent;

• motivate the employees/executive directors with incentives and reward opportunities;

• achieve sustained growth of the Company and the creation of shareholders’ value by aligning the interests of the employees/executive directors which will lead to long term wealth creation;

• create a sense of ownership and participation amongst the employees/executive directors or otherwise increase their proprietary interest; and

• provide additional deferred rewards to the employees/ executive directors.

Since, it is a pure cash settled Phantom Stock Appreciation Rights Plan and there is no involvement of fresh issuance/ purchase of equity shares of the Company, the provisions of SBEB & SE Regulations do not apply to the said PSAR Plan.

During the year under review, the Nomination and Remuneration Committee vested 3,20,000 SAR Units and granted 17,79,000 SAR Units to the eligible employees under the PSAR Plan and in line with the Remuneration Policy. For more details, refer to the Note 50 to the financial statements.

DIRECTORS

Completion of tenure of Mr. Y. S. Chakravarti as Managing Director & CEO

Mr. Y. S. Chakravarti (DIN 00052308) ceased to be a Director of the Company with effect from December 5, 2025 consequent to the completion of his tenure as Managing Director & CEO on December 4, 2025. The Company and the Board placed on record their appreciation of immense contribution and valuable services rendered by him during his tenure as Director of the Company.

Re-designation of Mr. Parag Sharma as Managing Director & CEO

It is recalled that the Members of the Company through Postal Ballot on December 2, 2025 re-designated Mr. Parag Sharma (DIN 02916744) as Managing Director & CEO of the Company w.e.f. December 5, 2025 on the same remuneration for the remainder tenure of present term of his appointment

i.e. up to December 12, 2026.

Re-appointment of Independent Director

Based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors, the Members of the Company re-appointed Mr. Jugal Kishore Mohapatra (DIN 03190289) as an Independent Director of the Company for a second term of 3 (three) consecutive years commencing from December 4, 2025 upto December 3, 2028 by way of passing Special Resolution through Postal ballot on December 2, 2025.

In the opinion of the Board, Mr. Jugal Kishore Mohapatra is a person of integrity, possess requisite expertise, experience and relevant proficiency.

Appointment of Whole Time Director

The Board of Directors based on the recommendation of the Nomination and Remuneration Committee at its meeting held on October 31, 2025 appointed Mr. S. Sunder (DIN 08189901) (designated as Joint Managing Director, not being part of the Board) as an Additional Director and subject to approval of Members of the Company, as a Whole Time Director for a period of 5 (five) years with effect from October 31, 2025, liable to retire by rotation and to be designated as Joint Managing Director & Chief Financial Officer of the Company with effect from December 5, 2025. On December 2, 2025, the Members of the Company approved the appointment of Mr. S. Sunder as Whole Time Director of the Company and payment of remuneration to him by way of passing the Ordinary Resolution through Postal Ballot.

Re-appointment of Mr. Parag Sharma as Whole Time Director designated as “Managing Director & CEO”

The tenure of Mr. Parag Sharma (DIN 02916744) as a Managing Director & CEO of the Company will expire on December 12, 2026. Based on recommendation of the Nomination and Remuneration Committee and subject to approval of Members at the ensuing 47^th AGM, the Board of Directors at its meeting held on April 24, 2026 approved the re-appointment of Mr. Parag Sharma as Whole Time Director designated as Managing Director & CEO for a further period of 5 years with effect from December 13, 2026 upto December 12, 2031, not liable to retire by rotation.

The Company has received the notice pursuant to Section 160 of the Act signifying his intention to propose candidature of Mr. Parag Sharma for his appointment as Managing Director & CEO of the Company at the ensuing 47^th AGM.

Re-appointment of Director retiring by rotation

Mr. D. V. Ravi (DIN 00171603), Non-Executive and NonIndependent Director of the Company will retire by rotation at the ensuing 47^th AGM and being eligible, offers himself for re-appointment. The Nomination and Remuneration Committee and the Board of Directors in their respective meetings held on April 22, 2026 and April 24, 2026 considered and recommended to the Members the re-appointment

of Mr. D. V. Ravi as Non-Executive and Non-Independent Director of the Company. The necessary resolution for his reappointment as director of the Company retiring by rotation together with requisite disclosure is set out in the Notice of the 47^th AGM.

Appointment of Directors, Nominees of MUFG Bank Ltd.

The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, at its meeting held on April 24, 2026 appointed Mr. Morihiko Fuji (DIN 11544762) and Mr. Shinichi Fujinami (DIN 11545464), Nominees of MUFG Bank Ltd. as Additional Directors in the category of Non-Executive and Non-Independent Directors with effect from April 24, 2026, liable to retire by rotation, subject to approval of Members of the Company.

The Notice of the ensuing 47^th Annual General Meeting, inter-alia, contains the ordinary resolutions for (i) re-appointment of Mr. Parag Sharma as Whole Time Director designated as Managing Director & CEO of the Company and payment of remuneration to him, (ii) re-appointment of Mr. D. V. Ravi as director retiring by rotation and (iii) appointment of Mr. Morihiko Fuji and Mr. Shinichi Fujinami as Non-Executive and Non-Independent Directors together with requisite disclosures as set out in the Explanatory Statement to the Notice of the 47^th AGM. The Board recommends to the Members passing of the said resolutions.

Fit and Proper and Non-Disqualification Declaration by Directors

All the Directors of the Company have confirmed that they satisfy the ‘fit and proper’ criteria as prescribed under Chapter IV of the Reserve Bank of India (Non-Banking Financial Companies - Governance) Directions, 2025 (“RBI Governance Directions”). They have further confirmed that they are not disqualified from being appointed/re-appointed/ continuing as Director in terms of Section 164(1) and (2) of the Act.

Declaration by Independent Directors

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16( 1)(b) of the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company. Further, the Independent Directors have also confirmed that they are not debarred from their office of director by order of SEBI or any other authority.

Policies on appointment of Directors and Remuneration

The management of the Company continues to benefit from the guidance, support and mature advice of the members of the Board of Directors, who also serve on various committees.

The Board comprises Directors with diverse skills and rich experience, thereby enhancing the quality of its performance.

The Company has adopted a Policy on Board Diversity formulated by the Nomination and Remuneration Committee, to ensure a balanced mix of competencies and perspectives. The Company’s Remuneration Policy is framed for remuneration ofDirectors (Executive and Non-Executive), Key Managerial Personnel and Senior Management Personnel in line with the requirement of the Section 178 of the Act, Regulation 19 read with Part D of Schedule II to the Listing Regulations and the RBI Governance Directions. These Policies are available on the Company’s website at https://www.shriramfinance.in/investors/governance. The Company has also formulated policy on Succession Planning for Directors and Key Managerial Personnel to ensure continuity and smooth functioning of the Company.

Number of Meetings of the Board

During the Financial Year 2025-26, 8 (Eight) meetings of the Board of Directors were held on April 25, 2025, May 6, 2025, July 18, 2025, July 25, 2025, October 31, 2025, December 19, 2025, January 23, 2026 and March 30, 2026.

The details of the Board and various Committee meetings including their attendance are given in the Report on Corporate Governance forming part of the Annual Report.

Performance evaluation at Board and Independent Directors’ Meetings

The Board, the Committees of the Board and Independent Directors continuously strive to enhance the efficiency of their functioning and to strengthen corporate governance practices. A formal performance evaluation was carried out at the meeting of the Board of Directors held on March 30, 2026 where the Board made an annual evaluation of its own performance, the performance of Directors individually as well as the evaluation of the working of its various Committees for the Financial Year 2025-26 on the basis of a structured questionnaire on performance criteria. The Policy on performance evaluation is available on the Company’s website at https://www.shriramfinance.in/ investors/governance. The Board expressed its satisfaction with the evaluation process. The observations made during the evaluation process were noted and based on the outcome of the evaluation and feedback of the Directors, the Board and the Management agreed on various action points to be implemented in subsequent meetings.

The evaluation process highlighted the cohesiveness among Directors, the openness of Management in sharing information, and the effective manner in which proposals were placed before the Board for consideration and approval.

The Independent Directors met on March 30, 2026 without the presence of other directors or members of the Management.

All the Independent Directors were present at the meeting. In the meeting, the Independent Directors reviewed the performance of Non-Independent Directors, the Board as a whole and Chairman. They assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board. The minutes of the Independent Directors’ meeting were placed before the Board Meeting held on April 24, 2026 and the same were noted by the Board. The Independent Directors expressed satisfaction over the performance and effectiveness of the Board, individual Non-Independent Directors and the Chairman.

They also expressed satisfaction with regard to the flow of information between the Management of the Company and the Board. The Management took note of various suggestions made in the meeting of Independent Directors.

Further, Independent Directors actively contributed to Board and Committee deliberations. The members of the Audit Committee without the presence of members of Management had separate meetings with the (i) Joint Statutory Auditors, (ii) credit rating agencies, and (iii) Head of internal audit.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) and Section 134(5) of the Companies Act, 2013 the Directors to the best of their knowledge and belief confirm that:

a) In the preparation of the annual accounts for the Financial Year ended March 31, 2026, the applicable accounting standards have been followed and there are no material departures;

b) The accounting policies as mentioned in note 1 to note

7 to the Standalone financial statements and note 1 to

8 to the Consolidated financial statements have been selected and applied consistently, and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit of the Company for the year ended on that date;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The annual accounts for the Financial Year ended March 31, 2026 have been prepared on a going concern basis;

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

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

KEY MANAGERIAL PERSONNEL

As per Section 2(51) of the Act, the following were the Key Managerial Personnel including Whole Time Directors, as on the date of this Report:

1. Mr. Umesh Revankar - Executive Vice-Chairman

2. Mr. Parag Sharma - Managing Director & Chief Executive Officer

3. Mr. S. Sunder - Joint Managing Director & Chief Financial Officer

4. Mr. U Balasundararao - Company Secretary & Chief Compliance Officer

5. Mr. Hardeep Singh Tur - Joint Managing Director & Chief Risk Officer (not being part of the Board)

6. Mr. Sudarshan Holla Balnad - Joint Managing Director & Chief Operating Officer (not being part of the Board)

7. Mr. G. M. Jilani - Joint Managing Director & Chief Operating Officer (not being part of the Board)

8. Mr. Nilesh Odedara - Joint Managing Director & Chief Sales Officer (not being part of the Board)

Changes in Key Managerial Personnel including Whole Time Directors during the F.Y. 2025-26 and till the date of this Report

Upon completion of tenure as Managing Director & CEO on December 4, 2025, Mr. Y. S. Chakravarti ceased to be a Director and KMP of the Company with effect from December 5, 2025.

Further, with a view to maintain organisational effectiveness in a dynamic and competitive business environment, the Whole Time Directors assisted by the core management team, periodically review matters relating to smooth conduct of operations, optimum utilisation of resources, and leadership development. In continuation of these reviews and a part of succession planning, the Board, based on the recommendations of the Nomination and Remuneration Committee, approved changes in the roles and responsibilities of Key Managerial Personnel (“KMP”), including WholeTime Directors, during the year.

The following changes in the KMP including Whole-Time Directors of your Company pursuant to Section 2(51) of the

Act, took place as on the date of this Report:

1. Mr. Parag Sharma, Managing Director & CFO was re-designated as Managing Director & CEO of the Company with effect from December 5, 2025 upon expiry of tenure of Mr. Y. S. Chakravarti as Managing Director & CEO on December 4, 2025.

2. Mr. S. Sunder, Joint Managing Director (a KMP not being part of the Board) was appointed as a Whole Time Director with effect from October 31, 2025 and was designated as Joint Managing Director and Chief Financial Officer of the Company with effect from December 5, 2025 in the role of Chief Financial Officer upon elevation/re-designation of Mr. Parag Sharma as Managing Director & CEO.

3. Mr. Hardeep Singh Tur, Chief Risk Officer was elevated and re-designated as Joint Managing Director & Chief Risk Officer of the Company with effect from October 31 , 2025. He is re-appointed as Chief Risk Officer for a further period of 3 (three) years with effect from December 5, 2025.

4. Mr. Sudarshan Holla Balnad and Mr. G. M. Jilani, Joint Managing Directors were appointed as Chief Operating Officers with effect from October 31, 2025 and designated them as KMP of the Company.

5. Mr. Nilesh Odedara, Joint Managing Director was appointed as Chief Sales Officer with effect from October 31, 2025 and designated him as a Key Managerial Person of the Company.

6. Mr. U Balasundararao, Company Secretary & Compliance Officer was appointed as Chief Compliance Officer for a period of 5 (five) years with effect from December 5, 2025 and was re-designated as Company Secretary & Chief Compliance Officer.

7. Mr. R. Chandrasekar was re-designated as Joint Managing Director - ESG & Business Responsibility of the Company with effect from December 5, 2025 upon completion of his tenure as a Chief Compliance Officer on December 4, 2025. Further, consequent to his transfer to a new role within the Shriram Group, he ceased to be Key Management Person of the Company with effect from April 24, 2026.

RBI GUIDELINES

The Reserve Bank of India (“RBI”) on November 28, 2025 issued Reserve Bank of India (Non-Banking Financial Companies - Registration, Exemptions and Framework for Scale Based Regulation) Directions, 2025 comprising 26 comprehensive Directions in place of Master Direction -Reserve Bank of India (Non-Banking Financial Company -Scale Based Regulation) Directions, 2023.

Your Company has generally complied with the requirements prescribed under these Directions and has proactively aligned with the new framework, ensuring timely adoption of the mandated policies and processes, reflecting its commitment to governance, prudent risk management and sustainable growth.

The Company continues to comply with all applicable RBI Directions, laws, regulations, guidelines, etc. as prescribed by RBI from time to time.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2) (f) of the Listing Regulations, the Business Responsibility and Sustainability Report (“BRSR”) is annexed and forms part of the Annual Report.

In accordance with the Listing Regulations and the Company’s commitment to transparency in Environmental, Social and Governance (ESG) disclosures, the Company has appointed FAP Solutions Private Limited to provide Reasonable Assurance on the Key Performance Indicators (KPIs) included in the BRSR Core indicators. The Assurance Report issued in this regard also forms part of BRSR for the Financial Year ended March 31, 2026.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As on March 31, 2026, the CSR Committee comprised of directors namely, Mr. Umesh Revankar - Chairman, Mr. Pradeep Kumar Panja and Mr. Parag Sharma as members.

On April 24, 2026, the CSR Committee was reconstituted with Mr. Umesh Revankar - Chairman, Mr. S. Ravindran, Mr. Parag Sharma and Mr. Shinichi Fujinami as members.

The CSR Report for the Financial Year 2025-26 is annexed to this Report as Annexure - I. The details of the ongoing and other than ongoing CSR projects/programs/activities are included in the CSR Report. The CSR Policy is uploaded on the Company’s website at https://cdn.shriramfinance. in/sfl-kalam/files/2023-08/4.Corporate%20Social%20 Responsibility%20Policy%20 0.pdf.

ANNUAL RETURN

In accordance with the provisions of Section 92(3) of the Act, Annual Return of the Company has been hosted on the Company’s website at https://www.shrirafinance.in/ investors/financials?section=annual-reports.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Act read

with Rule (8)(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure - II.

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS IN SECURITIES

The loan made, guarantee given or security provided in the ordinary course of business by a Non-Banking Financial Company registered with Reserve Bank of India are exempt from the applicability of provisions of Section 186 of the Act. As such, the particulars of loans and guarantee have not been disclosed in this Report.

During the year under review, the Company has invested surplus funds in various securities in the ordinary course of business. For details of these investments, refer to Note 13 of the financial statements, forming part of the Annual Report.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, all related party transactions entered into by the Company were in the ordinary course of the business and at an arm’s length basis. Hence, no disclosure in Form AOC-2 is necessary and the same does not form part of this report. For details of the transactions with related party(ies) entered into in the ordinary course of business on an arm’s length basis, refer to the Note 49 to the financial statements.

As required under RBI Directions and Listing Regulations, the policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is uploaded on the Company’s website at https://cdn. shriramfinance.in/Policy-On-Materiality-Related-Party-Transactions.pdf

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. None of the Directors has any pecuniary relationship or transaction vis-a-vis the Company save and except the payment of sitting fees and commission paid to Independent Directors, remuneration to Whole-Time Directors apart from transactions in the ordinary course of business and at an arm’s length basis at par with any member of general public. The Company did not advance any loans to any of its Directors.

The Company intends to enter into Material Related Party Transactions with MUFG Bank Ltd. for which the approval of Members is being sought at the ensuing 47^th AGM.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company’s Whistle Blower policy provides a mechanism under which an employee/director of the Company may report unethical behaviour, suspected or actual fraud, violation of code of conduct and personnel policies of the Company. The Vigil Mechanism ensures standards of professionalism, honesty, integrity and ethical behaviour. The Whistle Blower Policy/Vigil Mechanism is uploaded on the Company’s website: https://cdn.shriramfinance.in/files/ Whistle-Blower-Vigil-Mechanism-Policy.pdf

FINANCIAL SUMMARY/HIGHLIGHTS

Income for the Financial Year 2025-26 increased by 10.04% to Rs. 48,177.98 crores as compared to Rs. 43,783.52 crores (including exceptional items) in the previous Financial Year 2024-25;

Income from operations for the Financial Year 2025-26 was Rs. 48,117.89 crores as compared to Rs. 41,834.42 crores (including exceptional items) in the previous Financial Year 2024-25, a growth of 15.02%;

Profit before tax for the Financial Year 2025-26 was Rs. 13,292.26 crores as compared to Rs. 12,606.02 crores (including exceptional items) in the previous Financial Year 2024-25;

Profit after tax for the Financial Year 2025-26 was Rs. 9,998.15 crores as compared to Rs. 9,761.00 crores (including exceptional items) in the previous Financial Year 2024-25.

Interest income increased by 15.72% from Rs. 40,307.64 crores for the year ended March 31, 2025 to Rs. 46,644.04 crores for the year ended March 31, 2026.

Finance costs increased by 16.61% from Rs. 18,454.58 crores for the year ended March 31, 2025 to Rs. 21,520.41 crores for the year ended March 31, 2026.

Other expenses increased from Rs. 2,275.04 crores for the year ended March 31, 2025 to Rs. 2,604.94 crores for the year ended March 31, 2026.

Fees and commission expenses for the Financial Year 202526 was Rs. 596.54 crores as compared to Rs. 572.46 crores in Financial Year 2024-25.

RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROL SYSTEM

The Company’s Risk Management Policy provides a structured approach for identifying, assessing, mitigating, and monitoring risks across all functions and operations. A detailed discussion on risk management practices and key risk factors is provided in the Management Discussion and Analysis annexed to the Annual Report.

The Company’s well-defined organisational structure, documented policy guidelines, defined authority matrix and internal financial controls ensure operational effectiveness,

reliability of financial data and compliance with applicable laws, regulations and Company’s policies.

The financial control framework includes internal controls, delegation of authority procedures, segregation of duties, system access controls and document filing and storage procedures. The Internal Auditor ensures the continued effectiveness of the Company’s internal control system. The Audit Committee reviews internal financial control reports prepared by the internal auditor. The Company has framed risk based internal audit policy as part of its oversight function. The objective of risk based internal audit review is to identify the key activities and controls in the business processes, review effectiveness of business processes and controls, assess the operating effectiveness of internal controls and provide recommendations for business process and internal control improvement.

The Internal Auditor continuously monitors the effectiveness of the internal control framework and submits reports to the Audit Committee, which reviews these reports and provides guidance for further strengthening of controls. This layered approach ensures that risks are proactively managed and that the Company maintains high standards of governance, operational efficiency and financial discipline.

COMPOSITION OF AUDIT COMMITTEE

As on March 31, 2026, the Audit Committee comprised of Independent Directors namely, Mr. Pradeep Kumar Panja - Chairman, Mr. S. Ravindran, Mr. Gokul Dixit, Mrs. M. V. Bhanumathi. Subsequently, on April 24, 2026, Mr. Shinichi Fujinami, a Non-Executive and Non-Independent Director was inducted as a member of the Committee.

The composition of Audit Committee is in compliance with the minimum requirement prescribed under the Act, Listing Regulations and the Reserve Bank of India (Non-Banking Financial Companies - Governance) Directions, 2025 of having a minimum of two-thirds of independent directors, including the chairperson. All members of the Committee are non-executive directors with financial literacy and the Committee collectively possesses accounting and financial management expertise in terms of the Listing Regulations, thereby ensuring effective oversight of the Company’s financial reporting and internal control processes.

During the year under review, all recommendations made by the Audit Committee were accepted and approved the Board. For brief terms of reference of the Committee, please refer to Report on Corporate Governance.

FRAUD MONITORING AND REPORTING

Pursuant to the Reserve BankofIndia (Fraud Risk Management in NBFCs) Directions, 2024 (“Master Directions”), the Company has constituted a Special Committee of the Board for Monitoring and Follow up of Cases of Frauds (SCBMF)

to oversee the effectiveness of fraud risk management. The Committee monitors fraud cases, undertakes root cause analysis, recommends mitigating measures and strengthens the internal controls and risk management framework to prevent or minimize the incidence of frauds.

The Company has implemented a Framework for Early Warning Signals (EWS) to establish a robust system for early detection and prevention of fraud. The framework outlines governance structures, key indicators and reporting mechanisms to ensure timely identification and mitigation of fraudulent activities. In addition, the Company also has in place a Fraud Risk Management and Prevention Policy, which provides a structured approach to fraud detection, reporting and control.

In addition, the Company has strengthened its fraud risk management framework by educating customers on safe payment practices, mandating robust KYC verification and promoting secure digital payment channels. Regular re-KYC, Digi Locker integration and surprise internal audits are undertaken to prevent identity misuse and detect collusion. Strict protocols, including telephonic, on field verification for every loan and mandatory documentation for claims, have been implemented, with disciplinary action taken against employees or associates found engaged in fraudulent activities. In addition to negate occurrences of fraud the customers are also explained in detail the terms of agreement and the repayment mechanism in the language of their comfort which is also in line with Fair Practice Code.

Audit Committee reviews incidents of fraud quarterly. During the year under review, instances of frauds were detected and reported by the Management to SCBMF and Audit Committee and the Board as per the Master Directions. Among other things, details reported included modus operandi, amount involved, identity of the perpetrators of fraud, action taken against them and remedial actions taken to mitigate the risk. Further, the same was also reported to RBI and Joint Statutory Auditors. The Joint Statutory Auditors, in turn, have also brought these cases to the attention of the Audit Committee pursuant to circular issued by National Financial Reporting Authority (“NFRA”) dated June 26, 2023.

During the year under review, the amount involved in above said cases were approximately Rs. 5.42 crores in aggregate out of which around Rs. 1.67 crores has been recovered till date. Pursuant to Section 143(12) of the Act read with the Companies (Audit and Auditors) Rules, 2014, one instance of fraud exceeding Rs. 1 crore committed by the employees of the Company was reported by the Joint Statutory Auditors to the Audit Committee and the Central Government. The nature of these frauds covered documentation fraud, identity theft and embezzlement of cash.

The Company confirms that none of the above reported frauds had involvement of the Management or an employee having a significant role in the Company’s internal control system over financial reporting.

CYBER SECURITY

Your Company has adopted ISO 27001:2022 and PCI DSS 4.0.1 standards, ensuring global best practices in information security. Disaster recovery centres across multiple zones (on premise and cloud) with redundant infrastructure, periodic upgrades and advanced technologies safeguard against breaches and technological lapses.

On regular basis different types of system audits are conducted by the external and internal auditors, with findings overseen by the Board constituted IT Strategy Committee, ensuring governance and compliance.

To strengthen cybersecurity, the Company continues to invest in technology upgrades, IT security implementations, employee training and awareness programs. The Zero-Trust Security model is followed to protect all users and devices without compromising performance.

During the year under review, new initiatives were undertaken in Digital Platform Security, API Security, Email Security and Attack Surface Management. The Company has also institutionalized continuous Vulnerability Assessment and Penetration Testing (VAPT) to proactively protect all digital assets.

During the year under review, the Company has prioritized strengthening third-party and supply chain security, enhancing cloud security posture and regulatory compliance, embedding data privacy by design aligned with global frameworks (GDPR, CCPA), integrating real-time threat intelligence for proactive defense and establishing measurable KPIs to track detection and response times, patch cycles and ROI of cybersecurity investments, with regular reporting to the Board.

MATERIAL CHANGES AND COMMITMENTS

There were no other material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year of the Company and the date of this Report except those reported above with reference to the Preferential Issue of equity shares to MUFG Bank Ltd.

DISCLOSURE OF MATERNITY BENEFIT COMPLIANCE

Your Company has complied with the provisions of Maternity Benefits Act, 1961/the Code on Social Security, 2020 during the year under review.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 (“POSH ACT”)

The Company has a policy for prevention of Sexual Harassment for Women at Workplace. Internal Complaints Committee has been duly constituted in line with the POSH Act to address complaints in the nature of sexual harassment. Appropriate reporting mechanisms are in place ensuring protection against sexual harassment and to uphold the right to work with dignity.

On February 20, 2026, the Company organized an online training workshop under the POSH Act at a PAN India level, to sensitise the Internal Complaints Committee members on the provisions of the POSH Act. The session was conducted by renowned Advocates of Bombay High Court.

The Company also has in place a e-learning module on “PREVENTION OF SEXUAL HARASSMENT IN WORKPLACE” (POSH) in - MyCoach E-Learning Platform to create awareness among employees.

The following is a summary of Sexual Harassment complaint(s) received and disposed of during the Financial Year 2025-26, pursuant to the POSH Act and Rules framed thereunder:

a) Number of complaint(s) of Sexual Harassment received during F.Y. 2025-26: 3 (Three)

b) Number of complaint(s) disposed off during F.Y. 202526: 3 (Three)

c) Number of cases pending for more than 90 days: Nil

d) Number of cases pending as on March 31, 2026: Nil

e) Nature of action taken by the Company: All the reported cases fell under the purview of POSH Act and they were upheld after investigation. The concerned employees were terminated from the services of the Company.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In terms of the provisions of Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“the IEPF Rules”), during the year under review, the Company has transferred an amount of Rs. 1.06 crores being the unclaimed dividend for F.Y. 2017-18 (Final) and F.Y. 2018-19 (Interim) to IEPF. The details of total amount(s) lying in unpaid dividend account of the Company for last seven years and due to be transferred to IEPF is mentioned in the Report on Corporate Governance forming part of the Annual Report.

Unclaimed Fixed Deposits

As on March 31, 2026, there were 7,293 fixed deposits aggregating to Rs. 123.83 crores that have matured but remained unclaimed. There were no deposits, which were claimed but not paid by the Company. The unclaimed deposits have since reduced to 5,421 deposits amounting to Rs. 66.37 crores. Appropriate steps are being taken continuously to obtain the depositors’ instructions so as to ensure renewal/ repayment of the matured deposits in time.

The Company has undertaken several proactive measures to minimise unclaimed amounts pertaining to fixed deposits:

1. Advance Communication - Intimations regarding the maturity of deposits, debentures, and subordinated debt are sent to depositors/investors at least two months prior to the date of maturity.

2. Regular Follow-up - Customers are reminded of upcoming maturities through letters, e-mails, and SMS.

3. Broker and Branch Outreach - Lists of depositors/ investors are shared with brokers and branch officials through whom retail debt was placed, enabling them to personally approach customers and inform them of the maturity of their investments.

4. Call Centre Support - The Company’s call centre contacts investors directly using the phone numbers provided, to notify them of matured investments.

5. Awareness Campaigns - Messages are disseminated through social media platforms to increase awareness among depositors.

6. Website Disclosure - A list of unclaimed accounts, including details such as name, address, and amount, is updated annually on the Company’s website.

7. Auto Renewal/Refund Options - Depositors are provided with the option of auto renewal or auto refund at the time of application. Deposits marked for auto renewal continue to be renewed on maturity, subject to valid KYC, in accordance with the depositor’s instructions.

8. Digital Renewal/Refund Facilities - Investors are offered multiple online options to renew or refund their deposits through the Company’s website, e-mail, and WhatsApp, ensuring convenience and accessibility.

Pursuant to Section 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“the IEPF Rules”) as amended from time to time, matured deposits remaining unclaimed for a period of seven years from the date they became due for payment are required to be transferred to

the IEPF established by the Central Government. Further, interest accrued on the deposits which remain unclaimed for a period of seven years from the date of payment are also required to be transferred to the IEPF under Section 125(2) (k) of the Act.

During the year under review, the Company transferred Rs. 0.50 crores towards unclaimed matured fixed deposits and Rs. 0.09 crores towards unclaimed/unpaid interest accrued on such deposits to the IEPF.

The concerned depositor(s) can claim the deposit and/or interest from the IEPF by following the procedure laid down in the IEPF Rules. The Company has also hosted the details of unclaimed deposits and unclaimed interest on deposits on its website at https://www.shriramfinance.in/ investors/investor-information.

OTHER DISCLOSURES

• There were no significant and material orders passed by the regulators or courts or tribunals during the year impacting the going concern status and the Company’s operations in future. For other orders, please refer to Note 54 of the financial statement containing details of the contingent liabilities.

• There was no change in the nature of business of the Company.

• Disclosure regarding details relating to deposits covered under Chapter V of the Act is not applicable since our Company is a Non-Banking Financial Company regulated by Reserve Bank of India. The Company accepts deposits as per the Reserve Bank of India (NonBanking Financial Companies - Acceptance of Public Deposits) Directions, 2025.

• The Company has obtained a certificate from the statutory auditor certifying that the Company has complied with the requirements of the Regulation 9 of the Master Direction - Foreign Investment in India with regard to downstream investments.

• The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings, General Meetings and Dividend.

• There were neither any applications filed by or against the Company nor any proceedings were pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.

• During the year under review, there was no instance of one-time settlement with Banks or Financial Institutions. Hence, the reasons of difference in the valuation at the time of one-time settlement and valuation done while taking loan from the Banks or Financial Institutions

are not reported as per Rule 8(5)(xii) of Companies (Accounts) Rules, 2014.

• The Company has not defaulted in repayment of loans from banks and financial institutions. There were no delays or defaults in payment of interest/principal of any of its debt securities.

• The provision of Section 148 of the Act relating to maintenance of cost records and cost audit are not applicable to the Company.

• The Company has completed all corporate actions within the specified time limits.

• The equity shares of the Company were not suspended from trading during the year on account of corporate actions or otherwise.

• The voting rights are exercised directly by the employees in respect of equity shares allotted under the Shriram Finance Limited Employee Stock Option Scheme 2023 (No.1). Thus, the disclosure requirements pursuant to Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 is not applicable.

• Disclosures pursuant to Reserve Bank of India (NonBanking Financial Companies - Financial Statements: Presentation and Disclosures) Directions, 2025, unless provided in the Directors’ Report form part of the notes to the standalone financial statements and Report on Corporate Governance.

SUBSIDIARY AND ASSOCIATE

Shriram Overseas Investments Limited, wholly owned subsidiary

During the Financial Year 2025-26, upon receipt of approval from RBI on April 1, 2025 and subject to compliance with conditions specified therein, your Company on May 9, 2025 acquired the entire equity stake in Shriram Overseas Investments Private Limited (now Shriram Overseas Investments Limited) from Shriram Investments Holdings Private Limited for the total consideration of Rs. 50.12 crores. Shriram Overseas Investments Private Limited (“Shriram Overseas”) had one subsidiary viz; Bharath Investments Pte. Limited in Singapore (Bharath) representing 81.63% equity stake. Bharath had one Associate viz; Armour Insurance Services WLL (Armour Insurance) in Bahrain representing 40% equity stake.

Accordingly, Shriram Overseas Investments Private Limited became wholly owned subsidiary of the Company, Bharath became a step-down subsidiary of the Company and Armour Insurance indirectly became an associate of the Company w.e.f. May 9, 2025.

The name of Shriram Overseas Investments Private Limited was changed to Shriram Overseas Investments Limited (“Shriram Overseas”) consequent upon conversion into public company with effect from June 4, 2025.

Mr. Umesh Revankar, Executive Vice Chairman and Mr Parag Sharma, Managing Director & CEO of the Company were appointed as Non-Executive and Non-Independen Directors on the Board of Shriram Overseas.

On September 26, 2025, your Company made a furthe investment of Rs. 3,000,052,250/- by subscribing 1,90,25,000 equity shares of face value of Rs. 10/- each at a premium of Rs 147.69 per equity shares of Shriram Overseas through right: issue with an objective to strengthen capital base of Shriram Overseas. Consequently, the shareholding of the Company ir Shriram Overseas increased from 31,66,500 equity shares to 2,21,91,500 equity shares of face value of Rs. 10/- each.

Shriram Overseas divested its entire stake of 81.63% n Bharath on March 11, 2026. Consequent to the divestment Bharath ceased to be a subsidiary of Shriram Overseas and < step down subsidiary of the Company. As a result, Armoui Insurance also ceased to be an associate of Shriram Oversea: and of the Company.

Shriram Overseas is primarily engaged in the business o: investment in, acquire and hold, underwrite, subscrib for and/or sell or dispose shares, bonds, stocks, securities debenture stocks issued by any company constituted and carrying on business in India or elsewhere. As per the audited consolidated financial statements of Shriram Overseas foi the Financial Year ended March 31, 2026, Profit Before Tax was Rs. 7.77 crores as against Rs. 3.20 crores in the previou Financial Year ended March 31, 2025. The Profit After Tax foi the Financial Year ended March 31, 2026 was Rs. 5.77 crore: as against Rs. 3.07 crores in the previous Financial Year. Foi the Financial Year ended March 31, 2026, the total incom was Rs. 17.40 crores and total expenditure was Rs. 9.01 crores

On April 15, 2026, Shriram Overseas has received in-principk approval from RBI for undertaking Primary Dealer (PD business, subject to compliance with the conditions specified therein. Shriram Overseas is in the process to comply with conditions specified therein.

Shriram Overseas is not a material subsidiary within th« meaning of the Listing Regulations. The Company’s policy for determination of material subsidiary, as adopted by th Board of Directors, in conformity with Regulation 16 o: the Listing Regulations, can be accessed on the Company’’ website at https://cdn.shriramfinance.in/files/Policy-on-Material-Subsidiaries.pdf

Provision of Regulation 24 of the Listing Regulations relating to subsidiary companies, to the extent applicable, have been duly complied with.

Associate - Shriram Automall India Limited

Shriram Automall India Limited (CIN-U50100TN2010PLC074572) (“SAMIL”), an associate of the Company and an ISO 9001:2015 & Great Place To Work® certified company engaged in facilitating buying and selling of pre-owned passenger vehicles, commercial vehicles, construction equipment, farm equipment, two wheelers, three wheelers, gold and properties by providing a professionally managed auction platform to its customers in phygital, physical and online mode.

As on March 31, 2026, SAMIL has 135 well-structured Automalls including Feeder Yards and Park and Sale point Yards located across the Country. As per the audited financial statements of SAMIL for the year ended March 31, 2026, its total income from operations and Net Profit was Rs. 259.31 crores and Rs. 46.01 crores respectively, on consolidated basis. The said financial statements of SAMIL will be made available to Members on request.

Pursuant to Section 129 of the Act read with Rule 5 to the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statement of subsidiary and associate company in Form AOC 1 forms part of the Annual Report. The consolidated financial statements forming part of this Annual Report are prepared in compliance with the applicable Indian Accounting Standards and Listing Regulations. Pursuant to the provisions of Section 136 of the Act, the financial statements of the Company and its subsidiary (Shriram Overseas) are placed on the Company’s website at https: / / www.shriramfinance.in/investors/

financials

There was no other entity which became or ceased to be subsidiary, joint venture or associate of the Company, during the Financial Year 2025-26.

PARTICULARS OF EMPLOYEES AND REMUNERATION

Disclosures 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 directors to median remuneration of employees, percentage increase in the median remuneration, are annexed to this Report as Annexure - III.

Statement containing the particulars of top ten employees and the employees drawing remuneration in excess of limits prescribed under Section 197(12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is an annexure forming part of this Report. In terms of the proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Members excluding the aforesaid annexure. The said statement is available for inspection with the Company. Any Member interested in obtaining a copy of the same may write to the Company Secretary at secretarial^

shriramfinance.in/companysecretary@shriramfinance.in

The Managing Director & CEO of the Company as per the terms of his appointment, does not draw any commission or remuneration from Shriram Overseas, wholly owned subsidiary company. Hence, no disclosure as required under section 197(14) of the Act has been made.

STATUTORY AUDITORS

In compliance with the RBI Guidelines on appointment of statutory auditor(s) by Non-Banking Financial Company (“NBFC”) vide Circular RBI/2021-22/25 Ref. No. DoS. CD.ARG/SEC.01/08.91.001/2021-22 dated April 27, 2021 (“RBI Guidelines”) and pursuant to Section 139(8)(i) of the Act, the Members of the Company appointed M/s. G. D. Apte & Co., Chartered Accountants, Mumbai (ICAI Firm Registration No. 100515W) and M/s M M NISSIM & CO LLP, Chartered Accountants, Mumbai (ICAI Firm Registration No. 107122W/W100672) as the Joint Statutory Auditors of the Company at the 45^th Annual General Meeting held on Tuesday, July 30, 2024 to hold office from the conclusion of 45^th Annual General Meeting of the Company till the conclusion of 48^th Annual General Meeting of the Company to conduct the audit of accounts of the Company for a term of three consecutive financial years ending March 31, 2025, March 31, 2026 and March 31, 2027.

Approval of the Members at the ensuing 47^th AGM of the Company is being sought for fixation of remuneration of Joint Statutory Auditors of the Company for the Financial Year 2026-27 based on recommendation of the Audit Committee and approval of the Board of Directors pursuant to Section 142 and other applicable provisions of the Act.

The Joint Statutory Auditors hold a valid peer review certificate as prescribed under the Listing Regulations.

The Auditors’ Report to the Members for the year under review is unmodified, i.e., it does not contain any qualification, reservation or adverse remark or disclaimer.

In terms of the RBI Master Directions - Non-Banking Financial Companies Auditors’ Report (Reserve Bank) Directions, 2016, the Joint Statutory Auditors have also submitted an additional report dated April 24, 2026 for the Financial Year 2025-26 which has been filed with RBI. There were no comments or adverse remarks in the said report as well.

SECRETARIAL AUDIT

The Members of the Company at its 46^th Annual General Meeting held on July 18, 2025 appointed M/s. V Suresh Associates, Practising Company Secretaries (Firm Registration Number: P2016TN053700) (Peer Review No.:6366/2025) as Secretarial Auditor of the Company

from the conclusion of 46^th Annual General Meeting till the conclusion of 51^st Annual General Meeting of the Company to conduct Secretarial Audit for a term of five consecutive financial years ending March 31, 2026, March 31,2027, March 31, 2028, March 31, 2029 and March 31, 2030, pursuant to amended 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 Secretarial Auditor have confirmed that they are not disqualified to continue as a Secretarial Auditor and are eligible to hold office as Secretarial Auditor of your Company.

Pursuant to the provisions of Section 204 (1) of the Act, the Secretarial Audit Report for the Financial Year 2025-26 issued by Secretarial Auditor is annexed to this Report as Annexure - IV. The report does not contain any qualification, reservation or adverse remark.

CORPORATE GOVERNANCE

Pursuant to Schedule V of the Listing Regulations, the following Reports/Certificates form part of the Annual Report:

• the Report on Corporate Governance;

• the Certificate duly signed by the Managing Director & CEO and the Joint Managing Director & Chief Financial Officer on the Financial Statements of the Company for the year ended March 31, 2026 as submitted to the Board of Directors at its meeting held on April 24, 2026;

• the declaration by the Managing Director & CEO regarding compliance by the Board members and senior management personnel with the Company’s Code of Conduct; and

• the Management Discussion & Analysis Report

The Certificate from M/s. V Suresh Associates, Practicing Company Secretaries confirming compliance with the conditions of Corporate Governance is annexed to this report as Annexure-V.

RECOGNITIONS/AWARDS/ACCOLADES RECEIVED BY YOUR COMPANY DURING THE YEAR Human Resources

• Recognised by Great Place to Work as India’s Best Workplaces in BFSI - Top 50.

• Recognised by Great Place to Work as India’s Best Workplaces in Health & Wellness for the third consecutive year.

ACKNOWLEDGEMENT

The Board of Directors would like to place on record their gratitude for the guidance and cooperation extended by Reserve Bank of India and the other regulatory authorities. The Board takes this opportunity to express its sincere appreciation for the excellent patronage received from the Banks and Financial Institutions and for the continued enthusiasm, total commitment, dedicated efforts of the executives and employees of the Company at all levels. We are also deeply grateful for the continued confidence and faith reposed on us by all the Stakeholders including Shareholders, Depositors, Debenture holders and Debt holders.