Directors Report of Sakthi Finance Ltd.

Mar 31, 2025

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

Particulars		2024-25	2023-24
Total income	(A)	21,520.41	20,674.36
Less : Finance Costs		11,984.00	11,572.62
Other Expenditure		5,896.48	5,691.47
Depreciation, Amortization and } Impairment		1,306.80	1,262.48
Total Expenses	(B)	19,187.28	18,526.57
Profit before Exceptional Items and Taxes (A-B)		2,333.13	2,147.79
Exceptional Items		-	-
Profit before Tax Less : Provision for Tax:		2,333.13	2,147.79
- Current Tax		748.81	579.77
- Deferred Tax		(80.83)	(2.52)
Profit after tax for the year		1,665.15	1,570.54
Balance brought forward from
earlier years Profit available for		5,340.94	4,505.37
Appropriation		7,006.09	6,075.91
Add : Other Comprehensive Income / (Loss)		(35.16)	32.08
Appropriations:
- Dividend paid on Equity Shares (2024 & 2023)		517.65	452.94
- Transfer to Statutory Reserve		333.03	314.11
Balance carried forward to Balance Sheet		6,120.25	5,340.94

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

Sl	Prospectus	Options	Redemption Amount		Total amount	Date of redemption
No	Date		Principal	interest	redeemed
1	25 June 2021	III and IV	3,258.27	599.46	3,857.73	29 October 2024
2	5 April 2022	III and IV	1,093.26	204.76	1,298.02	29 April 2025
3	10 April 2023	I and II	3,302.03	382.88	3,684.91	8 May 2025
4	7 March 2020	IX to XI	1,603.70	551.75	2,155.45	8 July 2025

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-

Sl No	particulars	Details
1	Number of sexual harassment complaints received during the financial year.	Nil
2	Number of complaints disposed of within the year.	Nil
3	Number of cases pending for more than 90 days.	NA

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

---

Mar 31, 2024

Your Directors are pleased to present their Sixty Seventh Annual Report together with the audited financial statements of your Company for the year ended 31st March 2024.

1.	FINANCIAL PERFORMANCE		('' lakh)
	Particulars	2023-24	2022-23
	Total income (A)	20,674.36	19,193.97
	Less : Finance Costs	11,572.62	10,926.13
	Other Expenditure	5,691.47	5,058.87
	Depreciation, Amortization and } Impairment	1,262.48	1,473.00
	Total Expenses (B)	18,526.57	17,458.00
	Profit before Exceptional items and Taxes (A-B)	2,147.79	1,735.97
	Exceptional Items	-	-
	Profit before Tax Less : Provision for Tax:	2,147.79	1,735.97
	Current Tax	579.77	674.65
	Deferred Tax	(2.52)	(188.05)
	Profit after tax for the year Balance brought forward from	1,570.54	1,249.37
	earlier years Profit available for	4,505.37	3,862.35
	Appropriation	6,075.91	5,111.72
	Add : Other Comprehensive Income / (Loss)	32.08	31.76
	Less : Dividend paid on
	Equity Shares (2023 & 2022)	452.94	388.24
	Statutory Reserve	314.11	249.87
	Balance carried forward to Balance Sheet	5,340.94	4,505.37

2. BUSiNESS

For the Financial year ended 31st March 2024, your Company disbursed an amount of '' 79,167 lakhs in hire purchase financing operations. The overall collection efficiency has been satisfactory. Your Directors hope to achieve better business disbursements and profitability during the ensuing 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 8th February 2024 and 27th March 2024, declared an interim dividend of '' 8.25 per share on 8.25% Redeemable, Cumulative, Preference Shares of '' 100 each and '' 9.00 per share on 9.00% Redeemable, Cumulative, Preference Shares of '' 100 each for the

financial year ended 31st March 2024, amounting to '' 141.01 lakh, after deduction of tax at source of '' 6.19 lakh.

b. EQuITY SHARES

Your Directors are pleased to recommend a dividend of '' 0.80 per equity share (8% on the face value of equity shares of ''10 each) for the year ended 31st March 2024 amounting to '' 517.65 lakh, subject to deduction of tax, wherever applicable. Equity Dividend recommended by the Board of Directors for the financial year

2023- 24, if approved by the members, will be recognized as a liability during the financial year

2024- 25. The dividend recommended is in compliance with RBI guidelines on Declaration of Dividend by NBFCs.

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 3rd September 2024 (Record Date).

5. TRANSFER TO RESERVES

Your Company has transferred an amount of '' 314.11 lakhs to the Statutory Reserves, 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 31st March 2024 was 18.48%, which is well above the minimum regulatory requirement of 15% CRAR prescribed by the Reserve Bank of India. Out of the above CRAR, Tier I stood at 14.16% and Tier II stood at 4.32% respectively.

7. CREDIT RATING

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. CHANGE IN THE CAPITAL

During the year, the company has allotted 14,39,150 9% Redeemable Cumulative preference shares of'' 100 each aggregating to '' 1,439.15 lakhs and redeemed 11,69,000 8.25% Redeemable Cumulative preference shares of '' 100 each aggregating to '' 1,169.00 lakhs. Accordingly,

the paid-up share capital stands increased to '' 8,240.74 from '' 7,970.59 lakhs.

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

RBI had issued a Master Direction (No. RBI/DoR/ 2023-24/106 DoR.FIN.REC.No.45/03.10.119/2023-

24 dated 19 October 2023 Scale Based Regulation-Directions 2023. Based on this, your Company has been categorised as ”NBFC - Middle Layer" ("Ml"). Your Company has complied with the various requirements specified under MD-SBR 2023 for NBFC-ML within the prescribed timelines.

b. NOMiNATiON AND REMUNERATiON POLiCY

The NR Policy is available on the website of the Company at https://www.sakthifinance.com/wp-content/uploads/2023/04/SFL_NRC-Charter-and-Remuneration-Policy. pdf.

The policy on remuneration is enclosed in Annexure 2.

11. PUBLiC iSSUE / REDEMPTiON OF NON-CONVERTiBLE DEBENTURES

a. Public Issue of Secured , Redeemable, Non-Convertible Debentures for '' 20,000 lakh

During the year 2023-24, your Company made a Public Issue of Secured, Redeemable, Non-Convertible Debentures ("NCDs") of '' 1,000 each for an amount not exceeding '' 10,000 lakh, with an option to retain over-subscription for an amount not exceeding '' 10,000 lakh, aggregating '' 20,000 lakhs. The issue was opened on 8th February 2024 and closed on 21st February 2024. Your Company received a subscription of '' 16,782.40 lakh. Your Company made allotment of 14,80,964 NCDs aggregating '' 14,809.64 lakh to the eligible allottees on 27th February 2024. The NCDs have been listed and admitted for trading with BSE Limited with effect from 28th February 2024. The proceeds of the NCD issue are being used in accordance with the objects stated in the Prospectus. During July 2024, your Company made a Public Issue of Secured, Redeemable, Non-Convertible Debentures ("NCDs") of '' 1,000 each for an amount not exceeding '' 7,500 lakh, with an option to retain over-subscription for an amount not exceeding '' 7,500 lakh, aggregating '' 15,000 lakhs. The issue was opened on 20th June 2024 and closed on 3rd July 2024. Your Company received a subscription of '' 13,099.04 lakh. Your Company made allotment of 12,36,744 NCDs aggregating '' 12,367.44 lakh to the eligible allottees on 9^th July 2024. The NCDs have been listed and admitted for trading with BSE Limited with effect from 11th July 2024. The proceeds of the NCD issue are being used in accordance with the objects stated in the Prospectus.

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

As per the terms and conditions of the Public Issue Prospectus dated 7th May 2020, your company has redeemed the Secured, Redeemable, Non-Convertible Debentures issued under Options III, IV and V aggregating '' 2,045.47 lakh (Principal: '' 1,746.83 lakh and Interest: '' 298.64 lakh). The repayment was made on 8th August 2023 to the Debenture holders.

As per the terms and conditions of the Public Issue Prospectus dated 25th June 2021, your company has redeemed the Secured, Redeemable, Non-Convertible Debentures issued under Options I and II aggregating '' 6,910.60 lakh (Principal: '' 6,162.78 lakh and Interest: '' 747.82 lakh). The repayment was made on 29th September 2023 to the Debenture holders.

12. DEPOSiTS

The total deposits with the company as at 31st March 2024 stood at '' 8,390.85 lakh as against '' 2,388.82 lakh as at the end of the previous year.

As at the end of the financial year 2023-2024, 146 public deposits aggregating '' 165.26 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, 40 deposits amounting to '' 42.67 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 2023-24, your Company has transferred unclaimed dividend, unclaimed matured deposits, including interest, amounting to '' 9,79 lakhs to IEPF. Further, your Company has also transferred 34,780 equity shares of '' 10 each in respect of which dividend has remained unclaimed for seven consecutive years to IEPF.

14. DiRECTORS AND KEY MANAGERiAL PERSONNEL

a. Retirement by rotation

In accordance with the provisions of Section 152(6) of the Companies Act 2013 ("the Act"), Sri M Srinivasan Director (DIN: 00102387) will retire by rotation at the ensuing Annual General Meeting ("AGM") of the Company and being eligible, offers himself for reappointment. Based on the recommendation of the Nomination and Remuneration Committee ("NR Commitee") the Board also recommends his reappointment to the members.

b. Retirement of independent Directors

Sri. P S Gopalakrishnan and Dr. A Selvakumar, Independent Directors, will complete their second term of office, as Independent Directors of the Company on 26th September 2024 and will cease to be Independent Directors of the Company on that date. The Board of Directors placed on record its deepest appreciation for the valuable guidance and contribution rendered by them, during their association as Independent Directors of the Company.

c. Appointment of independent Directors

Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors appointed Sri. M Bhaskar and Sri. Advait Kurlekar, as Additional Directors in the capacity of "Non Executive, Independent Directors" with effect from 8th August 2024, 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 two members under Section 160 of the Act, for a period of five (5) consecutive years with effect from 8th August 2024 to 7th August 2029, 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). Sri M Bhaskar is exempt from the requirement to undertake on-line proficiency self-assessment test.

The necessary resolutions seeking approval of the members of the Company for appointment of Sri. M. Bhaskar and Sri Advait Kurlekar as Independent Directors have been included in the Notice of 67th Annual General Meeting of the Company.

d. Number of Meetings of the Board

Five (5) 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.

e. key Managerial Personnel ("KMPs")

Sri. Srinivasan Anand, Chief Financial Officer ("CFO") of the Company has resigned his position with effect from 30th June 2024. The Board place on record, the valuable services rendered by Sri Srinivasan Anand, during his tenure as Chief Financial Officer.

The Board of Directors have, based on the recommendation of the Nomination and Remuneration Committee ("NRC") and Audit Committee appointed Sri. Sundaramurthy Kumarasamy as CFO of the Company with effect from 1st July 2024.

In terms of Section 203 of the Act, at present Sri M Balasubramaniam, Vice Chairman and Managing Director, Sri Sundaramurthy Kumarasamy, CFO and Sri C Subramaniam, Company Secretary and Compliance Officer ("CS") are the Key Managerial Personnel ("KMPs") of the Company.

Further, Sri C Subramaniam, CS of the Company has tendered his resignation due to personal reasons. The Board of Directors have accepted his resignation and he will be relieved from the position of CS with effect from 10th September 2024. The Board of Directors have, based on the recommendation of NRC, appointed Sri S Venkatesh, Chief Compliance Officer of the

Company as Company Secretary and Chief Compliance Officer ("CS & CCO") of the Company with effect from 10th September 2024. In terms of Section 203 of the Act, Sri S Venkatesh, CS & CCO will become a KMP of the Company.

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

In terms of Chapter XI to the MD-SBR 2023, all the Directors of the Company have confirmed that they satisfy the "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.

g. independent Directors'' Declaration

Dr A Selvakumar, Sri P S Gopalakrishnan, Smt Priya Bhansali, Sri K P Ramakrishnan, Sri. M. Bhaskar and Sri. Advait Kurlekar who are Independent Directors, 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.

Your Board of Directors of the Company, after undertaking due assessment of the veracity of the declaration and confirmation submitted by the Independent Directors, concluded that in the opinion of the Board, the Independent Directors of the Company possess requisite skill, qualifications, expertise and experience (including proficiency) in the field of information technology, banking and finance, finance and accounting, FDI, International Taxation, Human Resources and Strategy 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 four of 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 are

exempted to undertake the on-line proficiency selfassessment 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.

h. 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.

i. inter se relationship amongst Directors

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

j. 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 functioning and performance of Individual Directors, Board and its Committees.

15. AUDiT COMMiTTEE

The Board of Directors at their meeting held on 27th March 2024 reconstituted the Audit Committee by merging the Policy Review Committee and inducting Smt. Priya Bhasali, Independent Director as also the member of the Committee with effect from 1st April 2024. Accordingly, 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. Dr A Selvakumar, Chairman

b. Sri M Srinivaasan, Member

c. Sri K P Ramakrishnan, Member

d. Smt Priya Bhansali, Member

16. PARTiCULARS OF LOANS, GUARANTEES OR iNVESTMENTS

During the financial year 2023-24, 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 2023-24 and hence it 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 poLKY)

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 31st March 2024.

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. DiSCLosuRE 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 calendar year 2023, there were no complaints received in this regard by the ICC.

24. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL 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. C S K Prabhu & 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 at 31st March 2024.

25. 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 were adequate and operating effectively.

26. 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 2023-24, your company is required to spend '' 43.12 lakh towards CSR expenses. Your Company has spent '' 43.67 lakh during the financial year 2023-24.

27. AUDITORS

a. Appointment of statutory Auditors

M/s C S K Prabhu & Co, Chartered Accountants (Firm Registration No: 002485S), the existing Statutory Auditors, have been Statutory Auditors of the Company for the last three consecutive years, which is the maximum term for statutory auditors of Non-Banking Financial Companies as per RBI Circular on "Guidelines for Appointment of Statutory Central Auditors (SCAs)/Statutory Auditors (SAs) of Commercial Banks (excluding RRBs), UCBs and NBFCs (including HFCs)" ("RBI Guidelines") dated 27 April 2021.

Member of the Company had, at the 64th Annual General Meeting ("AGM") of the Company held on 30 September 2021, appointed M/s CSK Prabhu & Co, Chartered Accountants as Statutory Auditors of the Company to hold office from the conclusion of the 64th AGM till the conclusion of the 67th AGM.

In terms of the above RBI Guidelines, they have completed their term of three consecutive years with the Company and as per RBI Guidelines, the firm would be ineligible for re-appointment for such cooling period as specified in RBI guidelines. Hence, it is necessary to appoint new Statutory Auditors of the Company.

Based on the recommendation of Audit Committee, the Board of Directors, have approved and recommended the appointment of M/s P N Raghavendra Rao & Co, Chartered Accountants (Firm Registration No: 003328S), as the Statutory Auditors of your Company for a term of three consecutive years to hold office from the conclusion of the 67th AGM till the conclusion of 70th AGM to be held in the year 2027.

The Statutory Auditors, as proposed, have given a confirmation to the effect that they are eligible to be appointed and not disqualified from acting as the Statutory Auditors.

Members are requested to consider and approve the appointment of M/s P N Raghavendra Rao & Co, Chartered Accountants (Firm Registration No: 003328S), as the Statutory Auditors of your Company The proposal has been included in the Notice of 67th AGM of the Company.

b. Adoption of Policy for appointment of statutory Auditors

In compliance with the RBI Guidelines, the Board has approved and 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. S Krishnamurthy & Co, Company Secretaries, Chennai / Coimbatore to undertake the Secretarial Audit of your company for the year 202324. The Secretarial Audit Report (Form MR-3) for the financial year 2023-24 is set out in Annexure 5.

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.

28. AUDITOR''S REPORT AND SECRETARIAL AUDITOR''S REPORT

There are no qualifications, reservation, adverse remark or disclaimer in the Auditor''s Report and Secretarial Auditor''s Report.

The Statutory Auditors and Secretarial 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

c. Foreign Exchange Outgo : '' 24.67 lakh

30. PARTICULARS OF EMPLOYEES

The disclosures in terms of Section 197(12) of the Act read with Rules 5(1), (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 relating to remuneration is enclosed in Annexure 6.

31. significant and material orders passed by the regulators or court

There are 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 are 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 2023-24 will be placed on the website of the Company, www.sakthifinance.com within 60 days after conclusion of the 67th AGM.

34. pecuniary relationship or transactions of nonexecutive 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.

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Mar 31, 2023

Your Directors are pleased to present their Sixty Sixth Annual Report together with the audited financial statements of your Company for the year ended 31st March 2023.

1. FINANCIAL PERFORMANCE ₍, ,_akh)

Particulars	2022-23	2021-22
Total Income (A)	19,193.97	18,135.11
Less : Finance Costs	10,926.13	10,775.85
Other Expenditure	5,058.87	4,541.78
Depreciation, Amortization and } Impairment Total Expenses (B)	1,473.00	1,525.44
	17,458.00	16,843.07
Profit before Exceptional Items and Taxes (A-B)	1,735.97	1,292.04
Exceptional Items	-	-
Profit before Tax	1,735.97	1,292.04
Less : Provision for Tax: Current Tax	674.65	601.09
Deferred Tax	(188.05)	(260.93)
Profit after tax for the year	1,249.37	951.88
Balance brought forward from earlier years	3,862.35	3,455.87
Profit available for Appropriation	5,111.72	4,407.75
Add : Other Comprehensive Income / (Loss)	31.76	33.22
Less : Dividend paid on Equity Shares (2022 & 2021)	388.24	388.24
Statutory Reserve	249.87	190.38
Balance carried forward to	4,505.37	3,862.35
Balance Sheet

2. BUSINESS

For the Financial year ended 31st March 2023, your Company disbursed an amount of '' 82,152 lakh in hire purchase financing operations as against '' 59,666 lakh disbursed during the previous year. The overall collection efficiency has been satisfactory. Your Directors hope to achieve better business disbursements and profitability during the ensuing financial year. The covid-19 impact was ceased during the financial year 2022-23.

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 18th March, 2023, declared an interim dividend of '' 8.25 per share on 8.25% Redeemable, Cumulative, Preference Shares of '' 100 each for the financial year ended 31st March

2023 amounting to '' 118.66 lakh, after deduction of tax deducted at source of '' 5.09 lakh.

b. EQUITY SHARES

Your Directors are pleased to recommend a dividend of '' 0.70 per equity share (7% on the face value of equity shares of '' 10 each) for the year ended 31st March 2023 amounting to '' 452.94 lakh, subject to deduction of tax, wherever applicable. Equity Dividend recommended by the Board of Directors for the financial year

2022- 23, if approved by the members, will be recognized as a liability during the financial year

2023- 24. The dividend recommended is in compliance with RBI guidelines on Declaration of Dividend by NBFCs.

5. TRANSFER TO RESERVES

No amount has been transferred to General Reserve from current year profits.

6. CAPITAL ADEQUACY

The Capital to Risk Assets Ratio ("CRAR") of your Company as on 31st March 2023 was 19.68%, which is well above the minimum regulatory requirement of 15% CRAR prescribed by the Reserve Bank of India. Out of the above CRAR, Tier I stood at 13.99% and Tier II stood at 5.69% 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 is no change in paid-up share capital of the company. As at the end of the financial year, the total paid-up share capital stood at '' 7,970.59 lakh comprising of 6,47,05,882 equity shares of '' 10 each and 15,00,000 8.25% Redeemable, Cumulative, Preference Shares of ''100 each.

9. MANACEMENT 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. ADOPTION OF NEW SET OF ARTICLES OF ASSOCIATION

Pursuant to the provisions of Section 14 and all other applicable provisions of the Companies Act 2013 and the Rules made thereunder, (including any statutory modifications or re-enactment thereof, for the time being in force) ("Act"), your Directors have recommended to adopt a new set of Articles of Association in place of the existing Articles of Association of the Company as given in the Company''s web link https://www.sakthifinance.com/ investor-information/

11. RBI COMPLIANCES

a. SCALE BASED REGULATIONS

Reserve Bank of India ("RBI") notified "Scale Based Regulations ("SBR") for NBFCs on 22 October 2021, which will be effective from 1 October 2022. Based on this, your company is 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. ADOPTION OF POLICY ON INTERNAL CAPITAL ADEQUACY Assessment pROCEss ("ICAAp")

In compliance with the RBI Guidelines, during the financial year ended 31 March 2023, the Board has formulated a Policy on Internal Capital Adequacy Assessment Process ("ICAAP") for assessing the availability of adequate capital to support all risks in business as also to encourage the Company to develop and use better internal risk management techniques for monitoring and managing their risks.

c. CHIEF COMPLIANCE OFFICER

In compliance with the RBI, the Board of Directors of your Company has appointed Sri S Venkatesh as Chief compliance Officer to look after the various compliances applicable to the Company. Further, the board of Directors also adopted Compliance policy under SBR with effect from 7th August 2023.

d. CHIEF RIsK OFFICER

In view of the various risks faced by the Company and to follow the best practices in risk management, Dr. G Sundar, who satisfies the requisite qualification, experience and expertise in the area of risk management, has been appointed as Chief Risk Officer with effect from 11th August, 2022.

e. INTERNAL OMBUDsMAN

RBI had, in its Circular No. CO.CEPD.PRS.No.S874/13-01-008/2021-22 dated 5th November 2021 issued Directions for NBFCs to appoint an Internal Ombudsman ("IO") for the purpose of grievance redressal mechanism. Sri C Rajasekaran, who satisfies the eligibility and other conditions to be complied with for appointment as an IO of the Company was appointed as an Internal Ombudsman ("IO") with effect from 11th August 2022.

f. NOMINATION AND REMUNERATION POLICY

During the financial year 2022-23, Nomination and Remuneration ("NR") Policy was amended in conformity with RBI''s Scale Based Regulations and Listing Regulations, including introducing clawback / malus clause in the NR Policy. 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 Policy is available on the website of the Company at https://www.sakthifinance.com/wp-content/uploads/ 2023/04/SFL_NRC-Charter-and-Remuneration-Policy. pdf.

The policy on remuneration is enclosed in Annexure 2

12. PUBLIC ISSUE / REDEMPTION OF NON-CONVERTIBLE DEBENTUREs

a. Public Issue of Secured , Redeemable, Non-Convertible Debentures for '' 20,000 lakh

During April 2023, your Company made a Public Issue of Secured, Redeemable, Non-Convertible Debentures ("NCDs") of '' 1,000 each for an amount not exceeding ''10,000 lakh, with an option to retain over-subscription for an amount not exceeding '' 10,000 lakh, aggregating '' 20,000 lakhs. The NCD issue opened on 17th April 2023 and closed on 28th April 2023.Your Company received a subscription of '' 15,450.85 lakh. Your Company made allotment of 14,68,604 NCDs aggregating '' 14,686.04 lakh to the eligible allottees on 8th May 2023. The NCDs have been listed and admitted for trading with BSE Limited with effect from 10th May 2023. The proceeds of the NCD issue are being used in accordance with the objects stated in the Prospectus. After this allotment, your Company became a High Value Debt Listed Entity ("HVDLE") as per SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

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

As per the terms and conditions of the Public Issue Prospectus dated 28th March 2019, your company has redeemed the Secured, Redeemable, Non-Convertible Debentures issued under Options VI to VIII aggregating '' 4,501.10 lakh (Principal: '' 3,742.49 lakh and Interest: '' 758.61 lakh). The repayments were made on 15th May 2023 to the Debenture holders.

13. DEPOsITs

The total deposits with the company as at 31st March 2023 stood at '' 2,388.82 lakh as against '' 7,981.13 lakh as at the end of the previous year.

As at the end of the financial year 2022-2023, 182 public deposits aggregating '' 220.20 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, 46 deposits amounting to '' 43.50 lakh have since been claimed and paid / renewed as per their instructions.

14. TRANsFER TO INVEsTOR EDUCATION AND PROTECTION FUND ("IEPF")

During the financial year 2022-23, your Company has transferred unclaimed dividend, unclaimed matured deposits, including interest, amounting to '' 8.16 lakhs to IEPF. Further, the Company has also transferred 41,891 equity shares of '' 10 each in respect of which dividend has remained unclaimed for seven consecutive years to IFPF

15. DIRECTORS AND KEY MANAGERiAL PERSONNEL

a. Retirement by rotation

In accordance with the provisions of Section 152(6) of the Companies Act 2013 ("the Act"), Dr M Manickam Director (DIN: 00102233) 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 recommends his reappointment to the members.

b. Number of Meetings of the Board

Nine (9) 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.

c. Key Managerial Personnel ("KMPs")

Sri S Venkatesh, Company Secretary and Chief Compliance Officer of the Company has resigned his position as Company Secretary with effect from 6th March 2023. The Board place on record, the valuable services rendered by Sri S Venkatesh during his tenure as Company Secretary. Further, he has been appointed as chief compliance Officer with effect from 6th March 2023.

The Board of Directors also appointed Sri. C Subramaniam as Company Secretary and compliance Officer with effect from 6th March, 2023.

In terms of Section 203 of the Act, at present Sri M Balasubramaniam, Vice Chairman and Managing Director, Sri Srinivasan Anand, chief Financial Officer and Sri C Subramaniam, Company Secretary and compliance Officer are the Key Managerial Personnel ("KMPs") of the Company.

d. Declaration by Directors

Ah the Directors of your company have confirmed that they satisfy the "Fit and Proper" criteria as prescribed in RBI Master Direction No. DNBR. PD. 008/ 03.10.119/2016-17 dated 1st September 2016, as amended and that they are not disqualified from being appointed/continuing as Directors in terms of Section 164(2) of the Act.

e. Independent Directors'' Declaration

Dr A Selvakumar, Sri P S Gopalakrishnan, Smt Priya Bhansali and Sri K P Ramakrishnan, who are Independent Directors, have submitted declarations that each of them meet 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 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.

Your Board of Directors of the Company, after undertaking due assessment of the veracity of the declaration and confirmation submitted by the Independent Directors, concluded that in the opinion of the Board, the Independent Directors of the Company possess requisite skill, qualifications, expertise and experience (including proficiency) in the field of information technology, banking and finance, finance and accounting, FDI, international taxation 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 ("IICA") 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 three of 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 are exempted to undertake the on-line proficiency self-assessment test conducted by the IICA.

Smt Priya Bhansali, Independent Director has successfully completed her on-line proficiency self-assessment test conducted by IICA, Manesar for being eligible to be an Independent Director of the Company.

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.

f. 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.

g. Interse relationship amongst Directors

Except Dr M Manickam, Chairman, Sri M Balasubramaniam, 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

h. 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 functioning and performance of Individual Directors, Board and its Committees.

16. AUDIT COMMITTEE

The present Audit Committee has three non-executive directors as members, of which two are Independent Directors. The composition of the Committee is given below:

a. Dr A Selvakumar, Chairman

b. Sri M Srinivaasan, Member

c. Sri K P Ramakrishnan, Member

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the financial year 2022-23, 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.

18. 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 2022-23 and hence does not form part of the Board''s Report.

19. INTERNAL coNTRoL

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

20. 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.

21. 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.

22. 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 31st March 2023.

23. 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.

24. disclosure 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 calendar year 2022, there were no complaints received in this regard by the ICC.

25. ADEOuAcY of INTERNAL FINANciAL coNTRoLS WITH REFERENcE To THE FINANciAL 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. C S K Prabhu & 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 at 31st March 2023.

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. i n 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 were 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 2022-23, your company is required to spend '' 40.00 lakh towards CSR expenses. Your Company has spent '' 40.06 lakh during the financial year 2022-23.

28. Auditors

a. statutory auditors

In terms of RBI Circular No. RBI/2021-22/25 Ref. No. DoS.CO.ARG/SEC.01/08.91.001/2021-22 dated 27th April 2021 on "Guidelines for appointment of statutory auditors of banks and NBFCs" ("RBI circular"), the Board of Directors had, at their meeting held on 3rd September 2021, based on the recommendations of Audit Committee, recommended the appointment of M/s. CSK Prabhu & Co., Chartered Accountants, Coimbatore (ICAI Firm Regn No: 002485S) as Statutory Auditors of the company for a continuous period of three (3) years from the conclusion of 64th AGM until the conclusion of 67th AGM of the Company, which was approved by the members at the 64th AGM held on 30th September 2021.

Further, in terms of the above RBI Circular and based on the recommendations of Audit Committee, the Board had recommended the appointment of M/s. CSK Prabhu & Co. (ICAI Firm Regn No: 002485S), Chartered Accountants, Coimbatore as Statutory Auditors of the company for a continuous period of two

(2) years to hold office from the conclusion of 65th AGM until the conclusion of 67th AGM of the Company which was approved by the members at the 65th AGM held on 28th September 2022 to conduct the audit accounts of the Company for the years ending 31st March 2023 and 31st March 2024.

Further, in terms of the above RBI Circular, Statutory Auditor''s appointment is valid for a continuous period of three years, subject to the firms satisfying the eligibility norms each year. Your Company has received a written consent and an eligibility certificate in accordance with Sections 139, 141 and other applicable provisions, if any, of the Act and the Rules made thereunder from M/s. CSK Prabhu & Co., Chartered Accountants. They have also confirmed that they hold a valid Peer Review certificate issued by the Peer review Board of the Institute of Chartered Accountants of India ("ICAI") as required under the Listing Regulations.

The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away by the Companies (amendment) act 2017 with effect from 7th May 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the Sixty Sixth (66th) AGM.

b. Adoption of Policy for appointment of Statutory Auditors

In compliance with the RBI Guidelines, during the financial year ended 31 March 2023, the Board has approved and 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. S Krishnamurthy & Co, Company Secretaries, Chennai / Coimbatore to undertake the Secretarial Audit of your company for the year 202223. The Secretarial Audit Report (Form MR-3) for the financial year 2022-23 is set out in Annexure 5.

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.

29. AUDITOR''S REPORT AND SECRETARIAL AUDITOR''S REPORT

There are no disqualifications, reservations, adverse remarks or disclaimers in the 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).

30. 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

c. Foreign Exchange Outgo : '' 22.16 lakh

31. particulars of employees

The disclosures in terms of Section 197(12) of the Act read with Rules 5(1), (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 relating to remuneration is enclosed in Annexure 6.

32. sICNIFIcANT And MATERIAL oRDERs passed BY The REGuLAToRs OR COURT

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

33. MATERIAL CHANGEs AND CoMMITMENTs

There are 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.

34. ANNUAL RETURN

A copy of the annual return for the financial year 2022-23 will be placed on the website of the Company, www.sakthifinance.com within 60 days after conclusion of the 66th AGM.

35. 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.

36. 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.

37. 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.

38. ACKNoWLEDCEMENT

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 M Manickam

7th August 2023 Chairman

Coimbatore DIN : 00102233

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Mar 31, 2018

BOARD''S REPORT

To the Members

Your Directors are pleased to present their 61st Annual Report together with the audited financial statements of the company for the year ended 31st March 2018.

1. FINANCIAL PERFORMANCE (Rs lakh)

Particulars	2017-18	2016-17
Profit before tax	1,853.95	2,111.54
Less: Provision for Taxation:
- Current Tax	839.28	599.84
- Deferred tax	(180.23)	(163.88)
- Net provision for tax (earlier years)	2.27	0.02
Profit after tax	1,192.63	1,675.56
Surplus brought forward from previous year	1,087.19	1,472.88
Transfer from General Reserve	1,000.00	-
Transfer from Revaluation Reserve	43.24	43.24
Amount available for appropriation	3,323.06	3,191.68
Appropriations
Transfer to Statutory Reserve	238.53	335.11
Interim Dividend on Preference Shares*	110.61	105.00
Tax on Preference Dividend*	22.51	21.38
Dividend on Equity Shares Paid (FY 2017)	500.00	-
Tax on Equity Dividend (FY 2017)	101.80	-
Transfer to Debenture Redemption Reserve	1,333.00	1,643.00
Balance carried over to Balance Sheet	1,016.61	1,087.19
Total	3,323.06	3,191.68

* Interim Dividend for the financial year 2017-18 was paid during April 2018

Equity Dividend recommended for the financial year 2017-18, if approved by the members, will be recognised as a liability during the financial year 2018-19

2. BUSINESS

For the year under review, the company disbursed Rs 54,964 lakh in hire purchase operations as against Rs 53,791 lakh during the previous financial year. The collection efficiency continues to be good. Your directors hope to achieve better business disbursements and profitability in the coming years.

3. CHANGE IN NATURE OF BUSINESS, IF ANY

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

4. DIVIDEND Preference Shares

Your Directors have, at their meeting held on 28th March 2018, declared an interim dividend of Rs 10 per share on 10% Redeemable Cumulative Preference Shares of Rs 100 each and a pro rata dividend on 9% Redeemable Cumulative Preference Shares of Rs 100 each for the financial year ended 31st March 2018 amounting to Rs 110.61 lakh. The dividend distribution tax on the above is Rs 22.51 lakh.

Equity Shares

Your Directors are pleased to recommend a dividend of Rs 1 per equity share (10% on the face value of equity share of Rs 10 each) for the year ended 31st March 2018 amounting to Rs 500.00 lakh. The dividend distribution tax works out to Rs 102.80 lakh.

5. TRANSFER TO RESERVES

No amount has been proposed to be transferred to general reserve.

6. 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.

7. REDEMPTION OF SECURED, REDEEMABLE, NON-CONVERTIBLE DEBENTURES

As per the terms and conditions of the Public Issue Prospectus dated 18th February 2015, your company has redeemed Non-Convertible Debentures issued under Option III, IV and V aggregating to Rs 1,535.32 lakh. The repayment was made on 31st March 2018 to the respective Debenture holders.

Further, as per the terms and conditions of the Public Issue Prospectus dated 30th March 2016, your company has redeemed Non-Convertible Debentures issued under Option I and II aggregating to Rs 3,432.09 lakh. The repayment was made on 18th May 2018 to the respective Debenture holders.

8. ALLOTMENT OF REDEEMABLE CUMULATIVE PREFERENCE SHARES ON PRIVATE PLACEMENT BASIS

During the year, your company has issued and allotted 9% Redeemable Cumulative Preference Shares of Rs 100 each for an amount of Rs 835 lakhs.

9. DEPOSITS

The total deposits with the company as at 31st March 2018 stood at Rs 16,296.73 lakh as against Rs 14,959.06 lakh as at the end of the previous year.

As at the end of the financial year 2018, 403 public deposits aggregating to Rs 274.30 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, 169 deposits amounting to Rs 153.94 lakh have since been claimed and repaid / renewed as per their instructions.

10. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year 2017-18, your Company has transferred unclaimed matured debentures and deposits amounting to Rs 2.91 lakhs to Investor Education and Protection Fund.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. Cessation

Your Directors regret to inform that Sri A Shanmugasundaram, Independent Director, passed away on 19th September 2017. The Board places on record it''s deep appreciation for the valuable guidance provided by him during his long association with the Company.

b. Retiring by rotation

In accordance with the provisions of Section 152(6) of the Companies Act 2013, Dr. M Manickam, Chairman (DIN: 00102233) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

c. Continuation of Directorship

In terms of Regulation 17(1A) of the Listing Regulations as amended on 9th May 2018, Sri P S Gopalakrishnan, Non-Executive Independent Director, who is aged more than 75 years, will be continuing as an Independent Director till the end of his present tenure, i.e., up to 26th September 2019, which has been recommended by Nomination and Remuneration Committee and Board of Directors to members.

d. Key Managerial Personnel

In terms of Section 203 of the Companies Act 2013, Sri M Balasubramaniam, Vice Chairman and Managing Director, Dr S Veluswamy, Chief Executive Officer, Sri M K Vijayaraghavan, Chief

Financial Officer and Sri S Venkatesh, Company Secretary are the Key Managerial Personnel (KMPs) of the Company.

e. Remuneration Policy

Company''s policy on Director''s appointment and remuneration including 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 policy on remuneration is set out in Annexure 2. Further, information about elements of remuneration package of individual directors is provided in the extract of Annual Return as required under Section 92(3) of the Act and is enclosed as Annexure 3 in the prescribed form MGT-9 which forms part of this Report.

f. Number of Meetings of the Board

Five (5) 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. Independent Directors'' Declaration

Sri P S Gopalakrishnan, Dr A Selvakumar, Smt. Priya Bhansali and Sri K P Ramakrishnan who are Independent Directors, have submitted declarations that each of them meet the criteria of independence as provided in sub-section (6) of Section 149 of the Act and Regulation 25 of the Listing Regulations. Further, there has been no change in the circumstances which affect their status as independent directors during the year.

h. Code of Conduct for Directors and Senior Management

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

i. Inter se relationship amongst Directors

Except Dr M Manickam, Chairman, Sri M Balasubramaniam, Vice Chairman and Managing Director and Sri M Srinivaasan, Director who are related to each other, none of the other Directors is related to each other within the meaning of the term "relative" as per Section 2(77) of the Companies Act 2013 read with Listing Regulations.

j. Board Evaluation

In terms of the requirements of Companies Act 2013 and Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, individual Directors as well as the evaluation of its Committees.

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

12. AUDIT COMMITTEE

The present Audit Committee has three non-executive directors as members of which two are Independent Directors.

The composition of the Committee is given below:

a. Dr A Selvakumar, Chairman

b. Sri M Srinivaasan, Member

c. Sri K P Ramakrishnan, Member

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the financial year 2017-18, there has been no loans, guarantees or investments which would attract the provisions of Section 186 of the Act.

14. TRANSACTIONS WITH RELATED PARTIES

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. There are no contract or arrangement entered into with Related Party(ies) during the year to be disclosed under Sections 188(1) and 134(h) of the Companies Act 2013.

15. INTERNAL CONTROL

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

16. 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.

17. VIGIL MECHANISM

The Company has established a vigil mechanism of Directors and employees to report their genuine concerns. During the year, no complaint has been received in this regard. For details, please refer to Corporate Governance Report which forms part of this Report.

18.CORPORATE GOVERNANCE REPORT

As required under Regulation 34(3) and 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.

19. DISCLOSURE 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 set up to redress complaints received regarding sexual harassment. All employees are covered under this Policy. During the year 2017-18, there were no complaints received in this regard by the ICC.

20. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL 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.

21. DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act 2013, 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 judgements 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 Companies Act 2013 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 were adequate and operating effectively.

22. 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 forms part of this report.

Your Company has so far spent Rs 10.21 lakhs as against Rs 44.68 lakhs required to be spent during the previous financial year 2016-17. The unspent balance amount of Rs 34.47 lakh for previous year 2016-17 was also spent during the financial year 2017-18.

23. AUDITORS

a. Statutory Auditors

M/s P K Nagarajan & Co., Chartered Accountants (ICAI Regn. No. : 016676S) were appointed as statutory auditors of the Company at the 60th Annual General Meeting to hold office up to the conclusion of the 65th Annual General Meeting. They have confirmed their eligibility under Section 141 of the Companies Act 2013 and the rules framed under the Act for continuation of their term.

M/s. P K Nagarjan & Co, Chartered Accountants, have audited the accounts of the company for year 2017-18 and submitted their report thereon. There has been no qualification, reservation, adverse remarks or disclaimer given by the Auditors in their report.

b. Secretarial Auditors

The Board appointed M/s. S Krishnamurthy & Co, Practicing Company Secretaries, Chennai as Secretarial Auditors for the year 2017-18 and they have given their Secretarial Audit Report for the financial year 2017-18. The Secretarial Audit Report for the financial year 31st March 2018 is set out in Annexure - 5.

M/s. S Krishnamurthy & Co, Secretarial Auditors, have submitted their report for the financial year 2017-18 and there has been no qualification, reservation, adverse remarks or disclaimer given by the Auditors in their report.

24. PARTICULARS REQUIRED UNDER SECTION 134 OF THE COMPANIES ACT 2013

Particulars as required under Section 134(3)(m) of the Companies Act 2013 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

c. Foreign Exchange Outgo : Rs 95.48 lakh

The disclosures in terms of Section 197(12) of the Companies Act 2013 read with rule 5(1), (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 relating to remuneration is enclosed as Annexure 6.

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT

There are no significant and material orders passed by the regulators or courts or tribunals affecting the going concern status of your company and its operations in future.

26. MATERIAL CHANGES AND COMMITMENTS

There are 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.

27. EXTRACT OF ANNUAL RETURN

The extract of Annual Return as provided under sub-section (3) of Section 92 of the Companies Act 2013 is enclosed as Annexure - 3 in the prescribed Form MGT-9 and forms part of this Report.

28. 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.

29. 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.

30. ACKNOWLEDGEMENT

Your Directors wish to place on record the valuable assistance 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 endeavors.

	For and on behalf of the Board
9th August 2018	M Manickam
Coimbatore	Chairman

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Mar 31, 2016

BOARD S REPORT

To the Members

The Directors are pleased to present their 59th Annual Report together with the audited accounts of the company for the financial year ended 31st March 2016.

FINANCIAL PERFORMANCE (Rs. lakh)

Particulars	2015-16	2014-15
Profit before tax	2039.93	2128.96
Less: Provision for Taxation:
- Current Tax	863.07	806.18
- Deferred tax	(75.71)	(259.09)
- Net Provision for tax (earlier years)		(2.77)
Profit after tax	1252.57	1584.64
Surplus brought forward from previous year	2112.13	1567.14
Transfer from Revaluation Reserve	46.06
Amount available for appropriation	3410.76	3151.78
Appropriations
Transfer to Statutory Reserve	250.51	316.93
Dividend on Preference Shares	104.34	100.76
Tax on Preference Dividend	21.24	20.15
Proposed Dividend on Equity Shares	500.00	500.00
Tax on Equity Dividend	101.79	101.81
Transfer to Debenture Redemption Reserve	960.00
Balance carried over to Balance Sheet	1472.88	2112.13
Total	3410.76	3151.78

BUSINESS

For the year under review, the company disbursed Rs. 52562 lakh in hire purchase operations as against Rs.50266 lakh during the previous financial year. The collection efficiency has been good. Your directors hope to achieve better business disbursements and profitability in the years to come.

CHANGE IN NATURE OF BUSINESS, IF ANY

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

DIVIDEND Preference Shares

The Board of Directors have, at their meeting held on 12th March 2016, declared an interim dividend of Rs.10 per share on 10% Redeemable Cumulative Preference Shares of Rs.100 each for the financial year ending 31st March 2016 amounting to Rs.125.58 lakh including dividend distribution tax amount of Rs. 21.24 lakh on pro rata basis.

Equity Shares

Your Directors are pleased to recommend a dividend of Rs. 1 per equity share (10% on the face value of equity share of Rs. 10 each) for the year ended 31st March 2016 amounting to Rs. 601.79 lakh including dividend distribution tax amount of Rs.101.79 lakh.

TRANSFER TO RESERVES

There is no amount proposed to be transferred to general reserve.

ISSUE OF PREFERENCE SHARES (NEW)

During the current year, 3,02,450 10% Redeemable Cumulative Preference Shares of '' 100 each have been issued on private placement basis aggregating to Rs.302.45 lakh. Further, 3,09,700 10% Redeemable

Cumulative Preference Shares of Rs.100 each which were issued on private placement basis during the year 2012 aggregating to Rs.309.70 lakh has been redeemed out of the proceeds of the fresh issue of preference shares.

As at 31st March 2016, the company has a paid-up preference share capital of Rs. 1050.00 lakh comprising of 10,50,000 10% Redeemable Cumulative Preference Shares of Rs. 100 each.

DEPOSITS

The total deposits with the company as at 31st March 2016 stood at Rs. 16,242.60 lakh as against Rs.16,513 lakh as at the end of the previous year.

As at the end of the financial year, 1,088 public deposits aggregating to Rs.709.91 lakh were due for repayment but remained unclaimed. The Company has been reminding the depositors regularly about the maturity and out of the said deposits, 252 deposits amounting to Rs.190.83 lakh have since been claimed and repaid / renewed as per their instructions.

PUBLIC ISSUE OF SECURED, REDEEMABLE, NON-CONVERTIBLE DEBENTURES FOR Rs.200 CRORE

The Company made a public issue of Secured, Redeemable, Non-Convertible Debentures (NCDs) of Rs.1,000 each up to Rs.100 crore, with an option to retain over subscription up to Rs.100 crore, aggregating to Rs.200 crore. The NCD issue opened on 7th April 2016 and closed on 6th May 2016. The Company received a subscription of Rs.164.87 crore. The Company made allotment of 16,48,708 NCDs to the applicants on 18th May 2016. The NCDs have been listed and admitted for trading with BSE Limited with effect from 23rd May 2016.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

1. Retiring by rotation

In accordance with the provisions of Section 152(6) of the Companies Act 2013, Dr. M Manickam (DIN: 00102233) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for reappointment. The Board recommends his reappointment.

2. Changes in Key Managerial Personnel

Dr.S.Veluswamy, resigned from the post of Chief Financial Officer (CFO) with effect from 14th November 2015 and continues as Senior President (Operations). The Board has also appointed him as a Key Managerial Personnel.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors appointed Sri. M.K. Vijayaraghavan, Senior President (Finance and Corporate Services) as Chief Financial Officer (CFO) of the Company with effect from 14th November 2015.

In terms of Section 203 of the Companies Act 2013, Sri M Balasubramaniam, Vice Chairman and Managing Director, Sri M K Vijayaraghavan, Chief Financial Officer, Dr S Veluswamy, Senior President (Operations) and Sri S Venkatesh, Company Secretary are the Key Managerial Personnel (KMP) of the Company.

AUDIT COMMITTEE

The Audit Committee has been functioning with the following three non-executive directors of which two are Independent Directors.

1. Dr A Selvakumar, Chairman

2. Sri A Shanmugasundaram, Member

3. Sri M Srinivaasan, Member

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a report on Management Discussion and Analysis Report forms part of this report.

CORPORATE GOVERNANCE REPORT

As required under Regulation 34(3) and Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a report on Corporate Governance and a certificate from the auditors of the company regarding compliance of the conditions of Corporate Governance as stipulated under the listing regulations forms part of the Annual Report.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT 2013

The company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013 and the rules framed under it.

During the financial year 2015-16, the company has not received any complaint on sexual harassment.

DISCLOSURES REQUIRED UNDER THE COMPANIES ACT 2013 AND THE LISTING REGULATIONS

The information required to be disclosed under the Companies Act 2013 and the Listing Regulations is set out in the Annexure-I and forms part of this report.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

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

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act 2013, 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 Companies Act 2013 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 were adequate and operating effectively.

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-II. Further, details regarding composition of Corporate Social Responsibility Committee and other details are provided in the Corporate Governance Report which forms part of this report.

BOARD EVALUATION

The performance evaluation of the Board, its Committees and individual directors was conducted and the same was based on questionnaire and feedback from all the Directors on the Board as a whole, Committees and self-evaluation.

Directors, held separate discussions with each of the Directors of the Company and obtained their feedback on overall Board effectiveness as well as each of the other Directors.

Based on the questionnaire and feedback, the performance of every director was evaluated in the meeting of the Nomination and Remuneration Committee (NRC). The meeting of NRC also reviewed performance of the Managing Director on goals (quantitative and qualitative) set at the beginning of the year in April 2015.

A separate meeting of the Independent Directors ("Annual ID meeting") was convened, which reviewed the performance of the Board (as a whole), the non-independent directors and the Chairman. Post the Annual ID meeting, the collective feedback of each of the Independent Directors was discussed by the Chairman of the NRC with the Board''s Chairman covering performance of the Board as a whole, performance of the non-independent directors and performance of the Boards Chairman.

Some of the key criteria for performance evaluation are as follows:

Performance evaluation of Directors:

- Attendance at Board / Committee Meetings

- Contribution at Board / Committee Meetings

- Guidance to management outside of Board / Committee meetings Performance evaluation of Board and Committees:

- Degree of fulfillment of key responsibilities

- Board structure and composition

- Establishment of Committee''s responsibilities

- Effectiveness of Board processes and information

- Efficacy of communication with external stakeholders

AUDITORS

1. Statutory Auditors

M/s P N Raghavendra Rao & Co (ICAI Reg.No.003328S) were appointed as statutory auditors of the Company at the 57th Annual General Meeting to hold office up to the conclusion of the 60th Annual General Meeting, subject to the annual ratification of the appointment by the members. They have confirmed their eligibility under Section 141 of the Companies Act 2013 and the rules framed under the Act for continuation of their term.

2. Secretarial Auditors

The Company appointed M/s. S Krishnamurthy & Co, Practicing Company Secretaries, Chennai to carry out Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the financial year 31st March 2016 is enclosed as Annexure- III.

The clarification to the observations made by the Statutory Auditors and Secretarial Auditor is given below:

The Company had gone in for change of accounting software from the earlier software developed in-house, to newly bought-out software. Due to the migration to the new software, the checks and balances with regard to verification of validity of accounting figures generated from the new software is taking additional time. Because of this, there has been delay in compilation of the various returns like NBS-1, NBS-2, NBS-3, NBS-6 and ALM being submitted to RBI periodically. The company is now taking efforts to streamline the operational procedure and data compiling operations under the new software during the current year and expects to submit the above returns within the time limit prescribed by RBI in future.

The shortfall in maintenance of liquid assets in government securities is reported by reckoning the investment at acquisition cost instead of market price as prescribed by RBI. The correct position in this regard was brought to the notice of RBI and they have accepted the company''s contention. However, RBI has advised the company to incorporate the figures with respect to market price in future.

The Board has appointed M/s. S Krishnamurthy & Co, Practicing Company Secretaries, Chennai as the Secretarial Auditors for the financial year 2016-17. Necessary consent has been received from them to act as Secretarial Auditors.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT

There are no significant and material orders passed by the regulators or courts or tribunals affecting the going concern status of your company and its operations in future.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments which occurred during the period under review affecting the Company''s Financial position.

PARTICULARS REQUIRED UNDER SECTION 134 OF THE COMPANIES ACT 2013

Particulars as required under Section 134(3)(m) of the Companies Act 2013 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

c. Foreign Exchange Outgo : Rs.48.96 lakh

The company has no employee drawing remuneration more than the limits prescribed under Section 197 of the Companies Act 2013.

ACKNOWLEDGEMENT

Your Directors wish to place on record the valuable assistance 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 endeavors.

For and on behalf of the Board

10th August 2016 M Manickam

Coimbatore Chairman

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Mar 31, 2015

Dear Members,

The Directors are pleased to present their 58th Annual Report together with the audited accounts of the company for the financial year ended 31st March 2015.

FINANCIAL PERFORMANCE (Rs. lakhs)

Particulars 2014-15 2013-14

Profit before tax 2128.96 2278.66

Less: Provision for Taxation

- Current Tax 806.18 780.17

- Deferred tax (259.09) 82.76

- Net Provision for tax (2.77) - (earlier years)

Profit after tax 1584.64 1415.73

Surplus brought forward from last year 1567.12 1136.52

Amount available for appropriation 3151.76 2552.25 Appropriations

Transfer to Statutory Reserve 316.93 283.15

Dividend on Preference Shares 100.76 100.00

Tax on preference Dividend 20.15 17.00

Proposed Dividend on Equity Shares 500.00 500.00

Tax on Proposed Equity Dividend 101.81 84.98

Balance carried over to Balance Sheet 2112.11 1567.12

Total 3151.76 2552.25

BUSINESS

During the year, the company disbursed Rs. 50266 lakh in hire purchase operations as against Rs. 48629 lakh during the previous financial year. The collection efficiency continues to be very good. Your directors are hopeful of better business volumes and profitability in the years to come.

There is no change in the Company's nature of business.

DIVIDEND Preference Shares

The Board of Directors have, at their meeting held on 31st March 2015, declared an interim dividend of 10% (Rs. 10 per share) on 10% Redeemable Cumulative Preference Shares of Rs. 100 each for the financial year ending 31st March 2015 amounting to Rs. 100 lakh.

Further, the Board of Directors at their meeting held on 30th May 2015 recommended a pro rata dividend @ 10% on the 10% Redeemable Cumulative Preference Shares (new) allotted during the year (Rs. 0.14 on 4,29,550 Preference shares and Rs. 0.05 on 3,18,000 preference shares) amounting to Rs. 0.76 lakh.

Equity Shares

Your Directors are pleased to recommend a dividend of Rs. 1 per equity share (10% on the face value of equity share of Rs. 10 each) for the year ended 31st March 2015.

ISSUE OF PREFERENCE SHARES (NEW)

During the current year, 7,47,550 10% Redeemable Cumulative Preference Shares of Rs. 100 each have been issued on private placement basis aggregating to Rs. 747.55 lakh. Further 6,90,300 10% Redeemable Cumulative Preference Shares of Rs. 100 each which were issued on private placement basis on 31st March 2012 aggregating to Rs. 690.30 lakh has been redeemed out of the proceeds of the fresh issue of preference shares.

As at 31st March 2015, the company has a paid-up preference capital of 10,57,250 10% Redeemable Cumulative Preference Shares of Rs. 100 each aggregating to Rs. 1057.25 lakh.

DEPOSITS

The total deposits with the company as at 31st March 2015 stood at Rs. 16513 lakh as against Rs. 12880 lakh for the corresponding previous year.

As at the end of the financial year, 923 public deposits amounting to Rs.467.24 lakh were due for repayment but remained unclaimed. The Company has been reminding the depositors regularly about the maturity and out of the said deposits, 428 deposits amounting to Rs. 256.08 lakhs have since been claimed and repaid / renewed as per their instructions.

PUBLIC ISSUE OF SECURED, REDEEMABLE, NON-CONVERTIBLE DEBENTURES FOR Rs. 100 CRORE

During the year, the Company made a public issue of Secured, Redeemable, Non-Convertible Debentures (NCDs) of Rs. 100 each aggregating to Rs. 100 crore. The NCD issue opened on 27th February 2015 and closed on 19th March 2015. The Company made allotment of 1,00,00,000 NCDs to the applicants on 1st April 2015. The NCDs have been listed and admitted for trading on BSE Limited with effect from 7th April 2015.

VOLUNTARY DELISTING FROM MADRAS STOCK EXCHANGE LIMITED

At present, our company's equity shares are listed on BSE Limited.

Madras Stock Exchange Limited (MSE) by its letter dated 12th June 2014 informed that SEBI had proposed to issue order for the de-recognition of MSE as MSE failed to achieve the prescribed trading turnover of Rs.1000 crore on a continuous basis at any time for the past two years. In view of this, MSE requested all Companies whose equity shares are listed on its exchange, to delist the equity shares from MSE.

In view of the above, the Board of Directors at their meeting held on 9th August 2014 approved the proposal for voluntary delisting of its equity shares from MSE, by complying with SEBI (Delisting of Equity Shares) Regulations 2009.

On our application, the MSE approved to remove the name of the company from the list of Listed Securities of the MSE with effect from 5th December 2014. The equity shares of the Company will continue to be listed on BSE.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

1. Dr.N.Mahalingam, Promoter of the Company passed away on 2nd October 2014. He was the Chairman of the Company for more than 3 decades. His advice and guidance immensely benefitted the company in its growth and adherences to good corporate practices. His overall contribution is immeasurable to the group as a whole and our company in particular. We pledge to follow his high standards in conduct of the business and in all activities.

2. Sri S Ragothaman, Independent Director resigned from the Board with effect from 14th January 2015. The Board wish to place on record the very valuable contributions made by him during his tenure of office.

3. Retiring by rotation

In accordance with the provisions of Section 152(6), Sri M Srinivaasan (DIN: 00102387) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer himself for reappointment. The Board recommends his reappointment.

4. Appointment

Smt. Priya Bhansali (DIN:00195848) has been appointed as an Additional Director (Non-executive Independent Director) under Section 161 of the Companies Act 2013 with effect from 31st March 2015.

Similarly, Sri K P Ramakrishnan (DIN:07029959) has been appointed as an Additional Director (Non-executive Independent Director) under Section 161 of the Companies Act 2013 with effect from 30th May 2015.

As Additional Directors, they hold office up to the date of the ensuing Annual General Meeting. The Company has received notices as per Section 160(1) of the Companies Act 2013 from members proposing their appointment as Independent Directors for a period of 5 years commencing from the conclusion of the forthcoming Annual General Meeting. The Board recommends their appointment as Independent Directors.

5. Reappointment of Sri M Balasubramaniam as Managing Director

The present term of office of Sri M Balasubramaniam, Managing Director is valid up to 28th September 2015. Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors at their meeting held on 7th August 2015, approved his reappointment for a further period of 5 years with effect from 29th September 2015. A resolution relating to his reappointment is placed before the members for their approval at the ensuing Annual General Meeting.

The profiles of the Director's retiring by rotation, Additional Directors and the Managing Director, as required under Clause 49 of the Listing Agreement entered into with Stock Exchange, is given in the Annexure to the Notice of the 58th Annual General Meeting.

6. Changes in Key Managerial Personnel

Sri M K Vijayaraghavan, Chief Financial Officer (CFO) of the Company resigned with effect from 30th September 2014. The Board placed on record its appreciation for the valuable services rendered by him during his tenure as CFO.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors appointed Dr S Veluswamy, Senior President (Operations) as CFO of the Company with effect from 1st October 2014.

Pursuant to Section 203 of the Companies Act 2013, Sri M Balasubramaniam, Managing Director, Dr S Veluswamy, Chief Financial Officer and Sri S Venkatesh, Company Secretary were appointed as Key Managerial Personnel (KMP) of the Company.

AUDIT COMMITTEE

The Audit Committee has been functioning with the following three non-executive directors of which two are Independent Directors.

1. Dr A Selvakumar, Chairman

2. Sri A Shanmugasundaram, Member

3. Sri M Srinivaasan, Member

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause 49 of the Listing Agreement, a report on Management Discussion and Analysis Report forms part of this report.

CORPORATE GOVERNANCE REPORT

As required under Clause 49 of the Listing Agreement, a report on Corporate Governance and a certificate from the auditors of the company regarding compliance of the conditions of Corporate Governance as stipulated under the listing agreement forms part of the Annual Report. The details of policy on remuneration is given in the Corporate Governance Report.

DISLCOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT 2013

The company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013 and the rules framed under it.

During the financial year 2014-15, the company has not received any complaint on sexual harassment.

DISCLOSURES REQUIRED UNDER THE COMPANIES ACT 2013 AND THE LISTING AGREEMENT

The information required to be disclosed under the Companies Act 2013 and the Listing Agreement is set out in the Annexure-I and forms part of this report.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act 2013, 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 Companies Act 2013 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 were adequate and operating effectively.

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-II. Further details of composition of the Corporate Social Responsibility Committee and other details are provided in the Corporate Governance Report which forms part of this report.

BOARD EVALUATION

The performance evaluation of the Board, its Committees and individual directors was conducted and the same was based on questionnaire and feedback from all the Directors on the Board as a whole, Committees and self-evaluation.

Directors, who were designated, held separate discussions with each of the Directors of the Company and obtained their feedback on overall Board effectiveness as well as each of the other Directors.

Based on the questionnaire and feedback, the performance of every director was evaluated in the meeting of the Nomination and Remuneration Committee (NRC). The meeting of NRC also reviewed performance of the Managing Director on goals (quantitative and qualitative) set at the beginning of the year in April 2015.

A separate meeting of the Independent Directors ("Annual ID meeting") was convened, which reviewed the performance of the Board (as a whole), the non-independent directors and the Chairman. Post the Annual ID meeting, the collective feedback of each of the Independent Directors was discussed by the Chairman of the NRC with the Board's Chairman covering performance of the Board as a whole, performance of the non-independent directors and performance of the Board Chairman.

Some of the key criteria for performance evaluation are as follows:

Performance evaluation of Directors:

* Attendance at Board / Committee Meetings

* Contribution at Board / Committee Meetings

* Guidance to management outside of Board / Committee meetings

Performance evaluation of Board and Committees:

* Degree of fulfilment of key responsibilities

* Board structure and composition

* Establishment of Committee's responsibilities

* Effectiveness of Board processes and information

* Efficacy of communication with external stakeholders

AUDITORS

1. Statutory Auditors

M/s P N Raghavendra Rao & Co (ICAI Reg.No.003328S) were appointed as statutory auditors of the Company at the 57th Annual General Meeting to hold office up to the conclusion of the 60th Annual General Meeting, subject to the annual ratification of the appointment by the members. They have confirmed their eligibility under Section 141 of the Companies Act 2013 and the rules framed under the Act for continuation of their term.

2. Secretarial Auditors

The Company appointed M/s. S Krishnamurthy & Co, Practising Company Secretaries, Chennai to carry out Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year 31st March 2015 is enclosed as Annexure- III.

The clarification to the observations in the Secretarial Audit Report is given below:

The Company had gone in for change of accounting software from the earlier software developed in-house, to newly bought-out software. On account of the migration to the new software, the checks and balances with regard to verification of veracity of accounting figures generated with the new software took additional time. This has caused the delay in compilation of the various returns in Form Nos. NBS-1, NBS-2, NBS-3, NBS-6 and ALM being submitted to RBI periodically. The company is making efforts to stabilize the accounting operations under the new software during the current year and expects to submit the aforesaid returns within the time lines prescribed by RBI prospectively.

The Board has appointed M/s. S Krishnamurthy & Co, Practising Company Secretaries, Chennai as the Secretarial Auditors for the financial year 2015-16. Necessary consent has been received from them to act as Secretarial Auditors.

PARTICULARS REQUIRED UNDER SECTION 134 OF THE COMPANIES ACT 2013

As required under Section 134(3)(m) of the Companies Act 2013 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

c. Foreign Exchange Outgo : Rs. 49.68 lakh

The company has no employee drawing remuneration more than the limits prescribed under Section 197 of the Companies Act 2013.

ACKNOWLEDGEMENT

Your Directors wish to place on record the valuable assistance 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 7th August 2015 M Manickam Coimbatore Chairman

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Mar 31, 2014

Dear members,

The Directors are pleased to present their Fifty Seventh Annual Report together with the audited accounts of the company for the financial year ended 31st March 2014.

FINANCIAL PERFORMANCE (Rs. lakhs)

Particulars 2013-14 2012-13

Profit before tax 2278.66 2133.04 Less: Provision for:

- Current Tax 780.17 691.66

- MAT credit utilization - 31.13

- Deferred tax 82.76 (4.61)

Net Provision for Income Tax (earlier years) - 15.01

Net Profit after tax 1415.73 1399.85

Add : Surplus brought forward from 1136.52 711.95 previous year

Amount available for appropriation 2552.25 2111.80 Appropriations

Transfer to Statutory Reserve 283.15 279.97

Interim Dividend on Preference Shares 100.00 94.93

Tax on Interim Dividend on Preference Shares 17.00 15.40

Proposed Dividend on Equity Shares 500.00 500.00

Tax on Proposed Equity Dividend 84.98 84.98

Surplus carried to balance sheet 1567.12 1136.52

Total 2552.25 2111.80

BUSINESS

During the year, the company disbursed Rs. 48629 lakhs in hire purchase business as against Rs. 47,038 lakhs during the previous financial year. The collection efficiency continues to be at its best. Your directors are confident of achieving better business volumes and profitability in the years ahead.

RESERVES AND SURPLUS

As required under Section 45IC of the Reserve Bank of India Act 1934, the Company has transferred 20% of the net profit after tax to Statutory Reserve.

DIVIDEND

Preference Shares

The Board of Directors have, at their meeting held on 25th March 2014, declared an interim dividend of 10% (Rs. 10 per share) on 10% Redeemable Cumulative Preference Shares of Rs. 100 each for the financial year ending 31st March 2014. The preference dividend involved a cash outflow of Rs. 117 lakhs including dividend distribution tax.

Your Directors have confirmed the interim dividend paid on preference shares for the financial year ended 31st March 2014 as final dividend on preference shares.

Equity Shares

Your Directors are pleased to recommend a dividend of Rs. 1 per equity share (10% on the face value of equity share of Rs. 10 each) for the year ended 31st March 2014. Further, the equity dividend, which is subject to the approval of members at the forthcoming annual general meeting, would involve a cash outflow of Rs. 584.98 lakhs including dividend distribution tax.

DEPOSITS

The total deposits with the company as at 31st March 2014 stood at Rs. 12880 lakhs as against Rs. 5,477 lakhs for the corresponding previous year.

As at the end of the financial year, 561 public deposits amounting to Rs. 223.21 lakhs were due for repayment but remained to be claimed or renewed. The Company has been reminding the depositors regularly about the maturity and out of the said deposits, 128 deposits amounting to Rs. 77.88 lakhs have since been claimed and repaid / renewed as per their instructions.

DIRECTORS

Sri A Shanumgasundaram and Sri S Ragothaman, Directors are liable to retire by rotation at the ensuing Annual General Meeting. In terms of Section 149 of the Companies Act 2013, the Company has proposed to appoint Sri A Shanmugasundaram, Sri S. Ragothaman, Dr A Selvakumar and Sri P S Gopalakrishnan as independent directors at the ensuing Annual General Meeting.

The profile of Directors, as required under Clause 49(IV)(G) of the Listing Agreement are given in the Annexure to the Notice of the 57th Annual General Meeting.

AUDIT COMMITTEE

The Audit Committee has been functioning with the following three non-executive directors of which two are Independent Directors.

1. Dr A Selvakumar, Chairman

2. Sri A Shanmugasundaram, Member

3. Sri M Srinivaasan, Member

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause 49 of the Listing Agreement, a report on Management Discussion and Analysis Report forms part of this report.

CORPORATE GOVERNANCE REPORT

As required under Clause 49 of the Listing Agreement, a report on Corporate Governance and a certificate from the auditors of the company regarding compliance of the conditions of Corporate Governance as stipulated under the listing agreement forms part of the Annual Report.

PARTICULARS REQUIRED UNDER SECTION 217 OF THE COMPANIES ACT 1956

As required under Section 217(1)(e) of the Companies Act 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988:

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

b. The Company does not have any Foreign Exchange Earnings; and

c. Foreign Exchange Outgo : Rs. 44.50 lakhs

The company has no employee drawing remuneration more than the limits prescribed under Section 217(2A) of the Companies Act 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act 1956, 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 no material departure has been made from it;

b. the Company has selected such accounting policies and applied them consistently and made judgements 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. the Company has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

d. the annual accounts of the Company has been prepared on a going concern basis.

AUDITORS

M/s P N Raghavendra Rao & Co (ICAI Reg.No:003328S) Chartered Accountants, Coimbatore retire at the conclusion of the ensuing Annual General Meeting. It is proposed to re-appointment them as statutory Auditors of the Company from the conclusion of the forthcoming Annual General Meeting till the conclusion of the 60th Annual General Meeting, subject to ratification of their appointment at every Annual General Meeting. The company has obtained a confirmation from the auditors that their reappointment, if made, at the forthcoming annual general meeting would be within the conditions specified under Section 139 of the Companies Act 2013.

The Members, year on year, will be requested to ratify their appointment of Auditors and to authorize the Board of Directors to fix their remuneration. In this connection, the attention of the Members is invited to Item No.4 of the Notice.

ACKNOWLEDGEMENT

Your Directors wish to place on record the valuable assistance and excellent co-operation extended by the members, banks, financial institutions and government authorities. Your 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 Coimbatore M Manickam 9th August 2014 Chairman

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Mar 31, 2013

To the Members

The Directors are pleased to present their Fifty Sixth Annual Report together with the audited accounts of the company for the financial year ended 31st March 2013.

FINANCIAL PERFORMANCE

(Rs. lakhs)

Particulars 2012-13 2011-12

Profit before tax 2133.04 1717.05

Less: Provision for:

- Current Tax 691.66 451.26

- MAT credit (Entitlement) / Utilization 31.13

- Deferred tax (4.61) 105.38

Net Provision for Income Tax (earlier years) 15.01 (1.29)

Net Profit after tax 1399.85 1161.70

Add : Surplus brought forward from previous year 711.95 363.92

Amount available for appropriation 2111.80 1525.62

Appropriations

Transfer to Statutory Reserve 279.97 232.34

Interim Dividend on Preference Shares 94.93 0.19

Tax on Interim Dividend on Preference Shares 15.40 0.03

Proposed Dividend on Equity Shares 500.00 500.00

Tax on Proposed Equity Dividend 84.98 81.11

Surplus carried to balance sheet 1136.52 711.95

Total 2111.80 1525.62

BUSINESS

During the year'' the company disbursed Rs. 47''038 lakhs in hire purchase business as against Rs. 42''133 lakhs during the previous financial year. The collection efficiency continues to be at its best. Your directors are hopeful of better business volumes and profitability in the coming years.

RESERVES AND SURPLUS

As required under Section 45IC of the Reserve Bank of India Act 1934'' the Company has transferred 20% of the net profit after tax to Statutory Reserve.

DIVIDEND

a. Preference Shares

The Board of Directors have'' at their meeting held on 30th March 2013'' declared an interim dividend of Rs. 10 per share (10% per share'' including pro rata) on 10% Redeemable Cumulative Preference Shares of Rs. 100 each for the financial year ending 31st March 2013. The preference dividend involved a cash outflow of Rs. 110.33 lakhs including dividend distribution tax.

Your Directors have confirmed that the interim dividend paid on Redeemable Cumulative Preference Shares for the financial year ended 31st March 2013 be treated as final dividend.

b. Equity Shares

Your Directors are pleased to recommend a dividend of Rs. 1 per equity share (10% on the face value of equity share of Rs. 10 each) for the year ended 31st March 2013. Further'' the equity dividend'' which is subject to the approval of members at the forthcoming annual general meeting'' would involve a cash outflow of Rs. 584.98 lakhs including dividend distribution tax.

ISSUE OF PREFERENCE SHARES

The Allotment Committee of Directors at their various Meetings held during the financial year 2012-13 have allotted 3''09''700 10% Redeemable Cumulative Preference Shares of Rs. 100 each on private placement basis aggregating to Rs. 309.70 lakhs. As on 31st March 2013'' the company has a paid up preference share capital of 10''00''000 10% Redeemable Cumulative Preference Shares of Rs. 100 each aggregating to Rs. 1000 lakhs.

DEPOSITS

The total deposits with the company as at 31st March 2013 stood at Rs. 5477 lakhs as against Rs. 2''773 lakhs for the corresponding previous year.

As at the end of the financial year'' 634 public deposits amounting to Rs. 248 lakhs were due for repayment but remained to be claimed or renewed. The Company has been reminding the depositors regularly about the maturity and out of the said deposits'' 106 deposits amounting to Rs. 75 lakhs have since been claimed and repaid / renewed as per their instructions.

DIRECTORS

The following directors retire by rotation at the ensuing Annual General Meeting and are eligible for reappointment.

1. Dr A Selvakumar

2. Sri P S Gopalakrishnan

The profiles of Directors'' as required under Clause 49(IV)(G) of the Listing Agreement are given in the Annexure to the Notice of the 56th Annual General Meeting.

AUDIT COMMITTEE

The Audit Committee has been functioning with the following three non-executive directors of which two are Independent Directors.

1. Dr A Selvakumar'' Chairman

2. Sri A Shanmugasundaram'' Member

3. Sri M Srinivaasan'' Member

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause 49 of the Listing Agreement'' a report on Management Discussion and Analysis forms part of this report.

CORPORATE GOVERNANCE REPORT

As required under Clause 49 of the Listing Agreement'' a report on Corporate Governance and a certificate from the auditors of the company regarding compliance of the conditions of Corporate Governance as stipulated under the listing agreement form part of the Annual Report.

PARTICULARS REQUIRED UNDER SECTION 217 OF THE COMPANIES ACT 1956

As required under Section 217(1)(e) of the Companies Act 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988:

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

b. The Company does not have any Foreign Exchange Earnings; and

c. Foreign Exchange Outgo : Rs. 61.58 lakhs

The company has no employee drawing remuneration more than the limits prescribed under Section 217(2A) of the Companies Act 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act 1956'' 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 no material departure has been made from it;

b. the Company has selected such accounting policies and applied them consistently and made judgements 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. the Company has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

d. the annual accounts of the Company has been prepared on a going concern basis.

AUDITORS

M/s P N Raghavendra Rao & Co (ICAI Reg.No:003328S)'' Chartered Accountants'' Coimbatore retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The company has obtained a confirmation from the auditors that their reappointment'' if made'' at the forthcoming annual general meeting would be within the limits specified under Section 224 (1B) of the Companies Act 1956.

Members are requested to appoint M/s P N Raghavendra Rao & Co'' as Statutory Auditors of the company and to fix their remuneration for the financial year 2013-14.

ACKNOWLEDGEMENT

Your Directors wish to place on record the valuable assistance and excellent co-operation extended by the members'' banks'' financial institutions and government authorities. Your 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

Coimbatore M Manickam

29th May 2013 Chairman

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Mar 31, 2012

The Directors are pleased to present their Fifty Fifth Annual Report together with the audited accounts of the company for the financial year ended 31st March 2012.

FINANCIAL PERFORMANCE (Rs. lakhs)

Particulars 2011-12 2010-11

Profit before tax 1717.05 1093.20

Less: Provision for:

- Current Tax 451.26 255.43

- MAT credit entitlement - (131.86)

- Deferred tax 105.38 160.64

Net Provision for Income Tax (earlier years) (1.29) 15.40

Profit after tax 1161.70 793.59

Add : Surplus brought forward from previous year 363.92 1578.96

Amount available for appropriation 1525.62 2372.55

Appropriations

Transfer to Statutory Reserve 232.34 158.72

Transfer to General Reserve - 1500.00

Proposed Dividend on Preference Shares (pro rata) 0.19 -

Tax on Proposed Preference Dividend 0.03 -

Proposed Dividend on Equity Shares 500.00 301.07

Tax on Proposed Equity Dividend 81.11 48.84

Surplus carried to balance sheet 711.95 363.92

1525.62 2372.55

BUSINESS

During the year under review, the company's disbursement touched in excess of Rs. 400 crores.

The company disbursed Rs. 42133 lakhs in hire purchase business as against Rs. 35127 lakhs during the previous financial year. The collection efficiency continues to be at its best. Your directors expect even higher business volumes and profitability in the years to come.

RESERVES AND SURPLUS

As required under Section 45IC of the Reserve Bank of India Act 1934, the Company has transferred 20% of the net profit after tax to Statutory Reserve.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 1 per equity share (10% on the face value of equity share of Rs. 10/- each) for the year ended 31st March 2012 and a pro rata dividend of Rs. 0.027 per 10% Redeemable Cumulative Preference Shares from the date of allotment. 1,98,93,019 equity shares of Rs. 10 each allotted on 31st March 2012 on preferential basis are eligible for full dividend for the year ended 31st March 2012. Further, the dividends, if approved by the members, would involve a cash outflow of Rs. 581.33 lakhs including dividend tax.

PREFERENTIAL ISSUE

During the year, your Company made a preferential issue of 1,98,93,019 equity shares of Rs. 10 each at Rs. 11.10 per share aggregating to Rs. 2208.13 lakhs to promoter group companies and a non-promoter company in terms of the approval of members obtained at their meeting held on 19th March 2012 and the in-principle approval of Stock Exchanges. The Allotment Committee of Directors at their meeting held on 31st March 2012 have allotted the shares to the respective allottees. Consequently, the equity share capital of the company stands increased to Rs. 50 crores from Rs. 30.11 crores.

The Allotment Committee of Directors at their Meeting held on 31st March 2012 have allotted 6,90,300 10% Redeemable Cumulative Preference Shares of Rs. 100 each on private placement basis.

The Company has received listing approval from Bombay Stock Exchange Limited and Madras Stock Exchange Limited for listing of 1,98,93,019 equity shares allotted on preferential basis. Steps are being taken to comply with the formalities for listing.

As required under Clause 43 of the Listing Agreement regarding the utilization of issue proceeds of preferential equity issue, the company makes the following statement:

"Against the receipt of preferential equity issue proceeds of Rs. 2208.13 lakhs from the allottees, the company has utilized the entire issue proceeds for the purpose of increasing the Net worth, Capital Adequacy Ratio of the company as stated in the Notice of the Extraordinary General Meeting".

DEPOSITS

The total deposits with the company as at 31st March 2012 stood at Rs. 2773 lakhs as against Rs. 4,829 lakhs for the corresponding previous year.

As at the end of the financial year, 655 public deposits amounting to Rs. 208.57 lakhs were due for repayment but remained to be claimed or renewed. The Company has been reminding the depositors regularly about the maturity and out of the said deposits, 562 deposits amounting to Rs. 180.24 lakhs have since been claimed and repaid / renewed as per their instructions.

DIRECTORS

The following directors retire by rotation at the ensuing Annual General Meeting and are eligible for reappointment.

1. Sri A Shanmugasundaram

2. Sri M Srinivaasan

The profiles of Directors, as required under Clause 49(IV)(G) of the Listing Agreement are given in the Annexure to the Notice of the 55th Annual General Meeting.

AUDIT COMMITTEE

The Audit Committee has been functioning with the following three non-executive directors of which two are Independent Directors.

1. Dr A Selvakumar, Chairman

2. Sri A Shanmugasundaram, Member

3. Sri M Srinivaasan, Member

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause 49 of the Listing Agreement, a report on Management Discussion and Analysis Report forms part of this report.

CORPORATE GOVERNANCE REPORT

As required under Clause 49 of the Listing Agreement, a report on Corporate Governance and a certificate from the auditors of the company regarding compliance of the conditions of Corporate Governance as stipulated under the listing agreement forms part of the Annual Report.

PARTICULARS REQUIRED UNDER SECTION 217 OF THE COMPANIES ACT 1956

As required under Section 217(1)(e) of the Companies Act 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988:

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

b. The Company does not have any Foreign Exchange Earnings; and

c. Foreign Exchange Outgo : Rs. 44.50 lakhs

The company has no employee drawing remuneration more than the limits prescribed under Section 217(2A) of the Companies Act 1956.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act 1956, your directors confirm, to the best of their knowledge and belief, that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed and that no material departure had been made from it;

b. the Company has selected such accounting policies and applied them consistently and made judgements 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. the Company has 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; and

d. the annual accounts of the Company has been prepared on a going concern basis.

AUDITORS

M/s P N Raghavendra Rao & Co (ICAI Reg.No.003328S) Chartered Accountants, Coimbatore retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The company has obtained a confirmation from the auditors that their reappointment, if made, at the forthcoming annual general meeting would be within the limits specified under Section 224 (1B) of the Companies Act 1956.

Members are requested to appoint M/s P N Raghavendra Rao & Co, as Statutory Auditors of the company and to fix their remuneration for the financial year 2012-13.

ACKNOWLEDGEMENTS

Your Directors wish to place on record the valuable assistance and excellent co-operation extended by the members, banks, financial institutions and government 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 Coimbatore M Manickam

29th May 2012 Chairman

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Mar 31, 2011

To the Members

The directors are pleased to present their Fifty Fourth Annual Report together with the audited accounts of the company for the financial year ended 31st March 2011.

FINANCIAL PERFORMANCE ( Rs. lakhs)

Particulars 2010-11 2009-10

Profit before tax and 1228.32 1052.62 exceptional items

Less : Exceptional items – 135.12 - General Provision on Standard Assets

Profit before tax 1093.20 1052.62

Less: Provision for:

Less: – Current Tax 255.43 175.61

– MAT credit entitlement (131.86) -

Less: – Deferred tax 160.64 249.97

Less: Net Provision for Income Tax (earlier years) 15.40 (1.15)

Profit after tax 793.59 628.19

Add : Balance brought forward 1578.96 1076.41 from previous year

Amount available for appropriation 2372.55 1704.60

Appropriations

Proposed Dividend on Equity Shares 301.07 –

Tax on Proposed Dividend 48.84 –

Transfer to Statutory Reserve 158.72 125.64

Transfer to General Reserve 1500.00 –

Surplus carried to balance sheet 363.92 1578.96

2372.55 1704.60

BUSINESS

During the year under review, the company's disbursement set a new record. The company disbursed Rs.35127 lakhs in hire purchase business as against Rs. 29,609 lakhs during the previous financial year. The collection efficiency has been good. Your directors are hopeful of higher business volumes and profitability in the coming years.

RESERVES AND SURPLUS

As required under Section 45IC of the Reserve Bank of India Act 1934, the Company has transferred 20% of the net profit after tax to Statutory Reserve. An amount of Rs. 1500 lakhs has been transferred to General Reserve.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 1 per share (10% on the face value of equity share of Rs. 10 each) for the year ended 31st March 2011. The dividend, if approved by the members, would involve a cash outflow of Rs. 349.91 lakhs including dividend tax.

DEPOSITS

The total deposits with the company as at 31st March 2011 stood at Rs. 4829 lakhs as against Rs. 5,239 lakhs for the corresponding previous year.

As at the end of the financial year, 713 public deposits amounting to Rs. 227.77 lakhs were due for repayment but remained to be claimed or renewed. The Company has been reminding the depositors regularly about the maturity and out of the said deposits, 172 deposits amounting to Rs. 63.21 lakhs have since been claimed and repaid / renewed as per their instructions.

DIRECTORS

The following directors retire by rotation at the ensuing Annual General Meeting and are eligible for reappointment.

1. Sri S A Murali Prasad

2. Sri S Ragothaman

Sri S A Muraliprasad, Director has expressed his desire not to seek reappointment as a director of the company.

The profile of Sri S Ragothaman, Director as required under Clause 49(IV)(G) of the Listing Agreement entered into with stock exchanges is given in the Annexure to the Notice of the 54th Annual General Meeting.

AUDIT COMMITTEE

The Audit Committee has been functioning with the following non-executive Independent directors:

1. Sri S A Murali Prasad, Chairman

2. Dr A Selvakumar, Member

3. Sri A Shanmugasundaram, Member

SUBSIDIARY COMPANY

The Board of Directors at their meeting held on 5th February 2011 have approved a resolution to delink the subsidiary company, Sakthi Properties (Coimbatore) Limited from our company. Accordingly, Sakthi Properties (Coimbatore) Limited ceased to be a subsidiary of our company with effect from 5th February 2011.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause 49 of the Listing Agreement, a report on Management Discussion and Analysis Report forms part of this report.

CORPORATE GOVERNANCE REPORT

As required under Clause 49 of the Listing Agreement, a report on corporate governance and a certificate from the auditors of the company regarding compliance of the conditions of corporate governance as stipulated under the listing agreement forms part of the Annual Report.

PARTICULARS REQUIRED UNDER SECTION 217 OF THE COMPANIES ACT 1956

As required under Section 217(1)(e) of the Companies Act 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988:

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

b. The Company does not have any Foreign Exchange Earnings; and

c. Foreign Exchange Outgo : Rs. 2.27 lakhs

The company has no employee drawing remuneration more than the limits prescribed under Section 217(2A) of the Companies Act 1956.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act 1956, your directors confirm, to the best of their knowledge and belief, that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed and that no material departure had been made from it;

b. the Directors had selected such accounting policies and applied them consistently and made judgements 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. the Directors had 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; and

d. the Directors had prepared the annual accounts on a going concern basis.

AUDITORS

M/s P N Raghavendra Rao & Co (ICAI Reg.No.003328S) Chartered Accountants, Coimbatore retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The company has obtained a confirmation from the auditors that their reappointment, if made, at the forthcoming annual general meeting would be within the limits specified under Section 224 (1B) of the Companies Act 1956. Members are requested to appoint M/s P N Raghavendra Rao & Co, as Statutory Auditors of the company and fix their remuneration for the financial year 2011-12.

ACKNOWLEDGEMENTS

Your Directors wish to place on record the valuable assistance and excellent co-operation extended by the members, banks, financial institutions and government 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

M Manickam Chairman

Coimbatore 30th May 2011

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Mar 31, 2010

The directors are pleased to present their Fifty Third Annual Report together with the audited accounts of the company for the financial year ended 31st March 2010.

FINANCIAL PERFORMANCE (Rs lakhs)

Particulars 2009-10 2008-09

Profit before tax 1052.62 806.13

Less: Provision for:

- Current Tax 175.61 121.43

- Deferred tax 249.97 146.13

- Fringe Benefit Tax - 9.55

Net Provision for Income Tax (earlier years) (1.15) 7.65

Profit after tax 628.19 521.37

Add : Surplus brought forward from previous year 1076.41 659.31

Amount available for appropriation 1704.60 1180.68

Appropriations:

Transfer to Statutory Reserve 125.64 104.27

Surplus carried to balance sheet 1578.96 1076.41

BUSINESS

During the year under review, the companys disbursement touched a new record level. The company disbursed Rs.29,609 lakhs in hire purchase business as against Rs 25,637 lakhs during the previous financial year. The collection efficiency continues to be good. Your directors are hopeful of higher business volumes and profitability in the coming years.

RESERVES AND SURPLUS

As required under Section 45IC of the Reserve Bank of India Act, 1934, the Company has transferred 20% of the net profit after tax to Statutory Reserve.

DIVIDEND

With a view to conserve resources for future requirements, the Board of Directors have not recommended dividend on equity shares for the year ended 31st March 2010.

DEPOSITS

The total deposits with the company as at 31st March 2010 stood at Rs.5,239 lakhs as against Rs.3,692 lakhs for the corresponding previous year.

As at the end of the financial year, 743 public deposits amounting to Rs.207.24 lakhs were due for repayment but remained to be claimed or renewed. The Company has been reminding the depositors regularly about the maturity and out of the said deposits, 252 deposits amounting to Rs. 77.15 lakhs have since been claimed and repaid / renewed as per their instructions.

DIRECTORS

The following directors retire by rotation at the ensuing Annual General Meeting and are eligible for reappointment:

1. Sri P. S. Gopalakrishnan

2. Dr A Selvakumar

The present term of office of Sri M Balasubramaniam, Managing Director is valid upto 28th September 2010. On the recommendation of Nomination and Remuneration Committee, the Board of Directors

have at their meeting held on 5th August 2010, approved his re-appointment for a further period of 5 years with effect from 29th September 2010. A resolution relating to his re-appointment is placed before the members for their approval at the ensuing Annual General Meeting.

The profiles of these directors, as required under Clause 49 (IV) (G) of the Listing Agreement entered into with stock exchanges are given in the Annexure to the Notice of the 53rd Annual General Meeting.

AUDIT COMMITTEE

The Audit Committee is functioning with the following non-executive directors:

1. Sri S A Murali Prasad, Chairman

2. Sri A Shanmugasundaram, Member

3. Dr A Selvakumar, Member

SUBSIDIARY COMPANY

As required under Section 212 of the Companies Act 1956, the audited financial statements for the year ended 31st March 2010 of Sakthi Properties (Coimbatore) Limited, a wholly owned subsidiary, along with the Schedules and the reports of the Directors and Auditors and also the statement under the said section are attached.

CONSOLIDATED ACCOUNTS

The Consolidated Financial Statements of the Company and its subsidiary prepared in accordance with the Accounting Standard (AS-21) forms part of the Annual Report.

CORPORATE GOVERNANCE REPORT

As required under Clause 49 of the Listing Agreement, a report on Corporate Governance (including the Management Discussion and Analysis Report) and a Certificate from the auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under the Listing Agreement form part of the Annual Report.

PARTICULARS REQUIRED UNDER SECTION 217 OF THE COMPANIES ACT 1956

As required under Section 217(1)(e) of the Companies Act 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988:

a. The Company has no activity involving Conservation of Energy or Technology Absorption;

b. The Company does not have any Foreign Exchange Earnings; and

c. Foreign Exchange Outgo : Rs.9.38 lakhs

The company has no employee drawing remuneration more than the limits prescribed under Section 217(2A) of the Companies Act 1956.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act 1956, your directors confirm, to the best of their knowledge and belief, that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed and that no material departure had been made from it;

b. the Directors had selected such accounting policies and applied them consistently and made judge- ments 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. the Directors had 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; and

d. the Directors had prepared the annual accounts on a going concern basis.

AUDITORS

M/s P N Raghavendra Rao & Co, (Firm Registration No.:003328S) Chartered Accountants, Coimbatore retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The company has obtained a confirmation from the auditors that their reappointment, if made, at the ensuing Annual General Meeting would be within the limits specified under Section 224 (1B) of the Companies Act 1956. Members are requested to appoint M/s P N Raghavendra Rao & Co, as Statutory Auditors of the company and fix their remuneration for the financial year 2010-11.

ACKNOWLEDGEMENTS

Your Directors wish to place on record the valuable assistance and co-operation extended by the members, banks, financial institutions and government 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

Coimbatore M Manickam

5th August 2010 Chairman