To
The Members
CreditAccess Grameen Limited
Bengaluru
The Directors have pleasure in presenting the 35th Report of the Board
of Directors of CreditAccess Grameen Limited ("Company"/ "CA Grameen")
together with the Audited Financial Statements, both on a Consolidated and Standalone
basis, for the Financial Year ended March 31, 2026. Unless otherwise specifically
mentioned, all the numbers provided in this report are standalone figures.
1. PRESENTATION OF FINANCIAL STATEMENTS
The financial statements of the Company for the year ended March 31,
2026 have been prepared in accordance with the Indian Accounting Standards ("Ind
AS") prescribed under section 133 of the Companies Act, 2013 (the "Act"),
read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Schedule
III to the Act, as amended from time to time and applicable guidelines issued by
Securities and Exchange Board of India (SEBI). The audited consolidated financial
statements have been prepared in compliance with the Act, Ind AS 110 Consolidated
financial statements and the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations").
Financial Results:
( H in Million)
| Particulars |
Consolidated |
Standalone |
|
FY2026 |
FY2025 |
FY2026 |
FY2025 |
| Total income |
60,625.37 |
57,561.42 |
60,625.37 |
57,561.42 |
| Finance cost |
18,990.76 |
19,475.57 |
18,990.76 |
19,475.57 |
Net income |
41,634.61 |
38,085.85 |
41,634.61 |
38,085.85 |
| Total operating expenses |
13,548.60 |
11,702.01 |
13,548.60 |
11,702.01 |
Pre-provisioning operating profit |
28,085.95 |
26,383.84 |
28,085.95 |
26,383.84 |
| Impairment on financial instruments |
17,754.00 |
19,295.11 |
17,754.00 |
19,295.11 |
Profit before tax |
10,331.95 |
7,088.73 |
10,331.95 |
7,088.73 |
Profit after tax |
7,776.38 |
5,313.98 |
7,776.38 |
5,313.98 |
| Other comprehensive income |
511.27 |
-271.85 |
511.27 |
-271.85 |
Total comprehensive income |
8,287.66 |
5,042.13 |
8,287.66 |
5,042.13 |
| Basic Earnings Per Share (EPS) (in H) |
48.63 |
33.32 |
48.63 |
33.32 |
Diluted Earnings Per Share (DPS) (in J
) |
48.44 |
33.24 |
48.44 |
33.24 |
Note: Due to rounding off, numbers presented above may not add
up precisely to the totals provided.
Subsidiary's Financials:
CreditAccess India Foundation ("CAIF") is a wholly owned
subsidiary of the Company. CAIF is registered as a ‘Not-For-Profit' Company
under Section 8 of the Act, to carry out Corporate Social Responsibility (CSR) activities
on behalf of the Company. As required under Section 129 of the Act read with Rule 5 of
Companies (Accounts) Rules, 2014, a statement containing salient features of financial
statements of CAIF is enclosed as Annexure I to this Report. Further, the Company
does not have any Associate or Joint Venture Company.
2. KEY MILESTONES:
During the year, the Company raised more than USD 300 million
through foreign borrowing channels from reputed development finance institutions (DFIs),
global banks and impact investors at competitive pricing.
With 24% of borrowings sourced internationally, the Company is
among among the leading NBFCs in India in terms of diversified global funding helping
lower geographical concentration risk.
Completed two syndicated social loan deals totalling USD 175
million during FY26, including a first-of-its-kind USD 100 million dual-currency
(JPY–USD) structure in the microfinance sector, with participation from South Asian
and Far East institutions.
Reduced the average cost of funds by 60 bps to 9.2% by end of FY26,
while retaining our position as one of the most cost-efficient NBFC-MFIs in the country
The Company has entered into listing agreement with NSE IFSC
Limited, GIFT SEZ, Gandhinagar, Gujarat, for listing its debt securities, for issuance of
up to 4000 (Four Thousand) secured, rated, listed, United States Dollar Denominated
Non-Convertible Bonds of face value of USD 10,000/- (United States Dollars Ten Thousand
only) each, aggregating USD 40,000,000 (United States Dollar Forty Million only), on
Private Placement basis.
3. DIVIDEND:
The Board of Directors remains committed to strengthening the
Company's business segments and maximizing shareholder value. In view of the
substantial funding required for the Company's long-term growth initiatives, the
Board decided not to recommend dividend for the year under review.
In line with Regulation 43A of the Listing Regulations, the Company has
formulated a Dividend Distribution Policy which sets out the parameters in determining the
payment / distribution of dividend. The said Policy is available on the Company's
website, the link for the same is available under Annexure A.
4. TRANSFER TO RESERVES:
The Company has transferred H1555.28 million to statutory reserve out
of the net profit for FY26 and H38,954.98 million is the accumulated balance in Retained
Earnings Account (Profit and Loss account and comprehensive income) as at March 31, 2026.
5. SHARE CAPITAL:
During the year under review, the Company had allotted 4,76,409 shares
to the employees who exercised their stock options granted under CAGL Employees Stock
Option Plan- 2011.
The paid-up Equity Share Capital of the Company as at March 31, 2026
stood at H1,601.96 million. As on March 31, 2026, 27,875 stock Options were held by Mr.
Ganesh Narayanan, Managing Director & CEO, which are convertible into equity shares
upon exercise of the same. Except as mentioned above, none of the Directors of the Company
held any instruments convertible into equity shares of the Company.
6. DIRECTORS:
As on the date of this report, the Board of Directors comprised of 8
(eight) Directors, out of which 3 (three) are Independent Directors, including 2 (two)
Women Directors. The composition of the Board is in line with the requirements of the Act,
the Listing Regulations and the applicable RBI Regulations.
The Directors possess extensive knowledge, necessary experience, skills
and ability in various functional areas relevant to the Company's business, which
have aided / continues to aid in strengthening the policy decisions of the Company. The
details of the Board, its Committees, areas of expertise of Directors and other details
are available in the Report on Corporate Governance, which forms part of this Integrated
Annual Report. The terms and conditions of appointment of Independent directors are
available on the website, the link for the same is available under Annexure A.
i. Changes in Directors and Key Managerial Personnel (KMP) during
FY26:
During the period under review, there were following changes in the
Board of Directors and Key Managerial Personnel:
Changes in Board of Directors:
Name |
Nature of Change |
With effect from |
| Mr. Udaya Kumar Hebbar |
Ceased to be Managing Director due to
completion of tenure. |
Close of the day on June 25, 2025 |
| Mr. Ganesh Narayanan |
Appointed as Managing Director & CEO |
August 05, 2025 |
| Mr. Udaya Kumar Hebbar |
Appointed as Non- Executive Director |
August 05, 2025 |
| Mr. George Joseph |
Ceased to be Chairman and Lead Independent
Director due to completion of tenure |
Close of the day on September 08, 2025 |
| Mr. Manoj Kumar |
Designated as Chairman & Independent
Director |
October 28, 2025 |
Changes in Key Managerial Personnel:
Name |
Nature of Change |
With effect from |
| Mr. M. J. Mahadev Prakash |
Resigned as Company Secretary & Chief
Compliance officer |
Close of the day on August 09, 2025 |
| Ms. Deepti Ramani |
Appointed as Company Secretary &
Compliance Officer |
August 10, 2025 |
As on the date of this report, Mr. Ganesh Narayanan, Managing Director
& CEO, Mr. Gururaj Rao, Chief Operating Officer, Mr. Nilesh Dalvi, Chief Financial
Officer and Ms. Deepti Ramani, Company Secretary & Compliance Officer, are KMPs of the
Company.
ii. Directors retiring by Rotation:
Mr. Massimo Vita, Non-executive Director shall retire by rotation and
being eligible, offers his candidature for reappointment as per the provisions of the Act,
at the ensuing Annual General Meeting of the Company.
iii. Declaration from Independent Directors:
The Board has received declarations from the Independent Directors as
required under Section
149(7) of the Act and Regulation 16(1)(b) of Listing Regulations and
the Board is satisfied that the Independent Directors meet the criteria of independence as
mentioned therein.
iv. Policy on Board Diversity:
The Company recognizes and embraces the importance of diverse Board in
its success and has put in place a Policy on Board diversity. The said Policy as approved
by the Board is available on the Company's website, the link for the same is
available under Annexure A.
The highlights of the said Policy are given below:
a) Diversity is ensured considering various factors, including but not
limited to skills, industry experience, background and other qualities.
b) The Company considers factors based on its own business model and
specific needs from time to time.
c) The Nomination & Remuneration Committee leads the process of
identifying and nominating candidates for appointment as Directors on the Board. The
benefits of diversity continue to aid in succession planning and serves as the key in
identification and nomination of Directors on the Board.
d) The NRC shall assess the appropriate mix of diversity, skills,
experience and expertise required on the Board.
e) The selection of candidates for appointment on the Board will be
based on professional merit which shall include review of the candidate's educational
background, industry experience, expertise in the fields of business.
f) In the process of selection of Board members, no person is
discriminated on the grounds of religion, race, caste, gender, or any other personal or
physical attributes which do not affect his / her ability to perform as Director.
Additional details on Board diversity are available in the Report on
Corporate Governance, which forms part of this Integrated Annual Report.
v. Compensation Policy for Directors, KMPs and Senior Management:
Pursuant to the provisions of Section 178 of the Act, Regulation 19 of
the Listing Regulations and the Reserve Bank of India (Non-Banking Financial Companies
– Governance) Directions, 2025 dated November 28, 2025, as amended from time to time.
a Compensation Policy for Directors, KMPs and Senior Management has been formulated
inter-alia, remuneration to Executive Directors, Non-executive Directors including
Independent Directors and other matters as provided under the said Section.
The said Policy lays down principles for fixing the
remuneration/compensation to attract and retain the best suitable talent on the Board and
Senior Management of the Company as per the criteria formulated by the Nomination &
Remuneration Committee of the Board. This Policy also enumerates the practices and
procedures to be followed by the Company in adopting the remuneration payable to its
Directors, Key Managerial Personnel (KMPs) and Senior Management.
Further, the sitting fees payable to Non-Executive Directors and
commission payable to Independent Directors are in accordance with the policy on Payment
to Non-Executive Directors, which is available on the Company's website, the link for
the same is available under Annexure A.
vi. Evaluation of Board, its Committees and Individual directors:
The Nomination & Remuneration Committee had engaged an external
agency to conduct Board Evaluation for FY26. The evaluation of all individual Directors,
Chairman of the Board, the Board as a whole and Committees of the Board, was conducted
based on the criteria and framework adopted by the Nomination & Remuneration Committee
in this regard.
A brief on the annual Board evaluation process undertaken in compliance
with the provisions of the Act and Listing Regulations, is given in the Report on
Corporate Governance, forming part of this Integrated Annual Report.
vii. Meetings of the Board:
During FY26, the Board of Directors of the Company met 8 (Eight) times.
The details of the meetings are given in the Report on Corporate Governance. Necessary
quorum was present for all the meetings. Further, the maximum interval between any two
meetings did not exceed 120 days, as prescribed by the Act and Listing Regulations.
viii. Committees of the Board:
The details of the Committees of the Board viz., Audit Committee,
Corporate Social Responsibility and Environmental, Social & Governance Committee, Risk
Management Committee, Nomination
& Remuneration Committee, Stakeholders' Relationship &
Customer Service Committee, Asset Liability Management Committee, IT Strategy Committee,
Expected Credit Loss Committee and Executive, Borrowings & Investment Committee along
with attendance details, composition, terms of reference and such other relevant details
for the year under review are elaborated in the Report on Corporate Governance.
7. AUDITORS AND AUDITORS' REPORT:
i. Joint Statutory Auditors
M/s Varma and Varma, Chartered Accountants one of the Joint Statutory
Auditors of the Company, would be completing their tenure of 3 years on the conclusion of
ensuing Annual General Meeting ("AGM"). In view of the same, the Board of
Directors at its meeting held on October 28, 2025, in accordance with the RBI Guidelines
for Appointment of Statutory Auditors dated April 27, 2021, (‘RBI Guidelines')
and provisions of Section 139 read with Section 141 of the Act and such other applicable
provisions, if any, had appointed M/s Sundaram & Srinivasan, (Firm Reg. No. 004207S)
as one of the Joint Statutory Auditors of the Company to hold office for a period of 3
years from the conclusion of ensuing AGM, subject to the approval of shareholders.
Accordingly, M/s Walker Chandiok, who were appointed effective FY25 and M/s Sundaram &
Srinivasan, Chartered Accountants will be the Joint Statutory Auditors of the Company for
FY27. Further, there are no qualifications, reservations, adverse remarks or disclaimers
made by the Joint Statutory Auditors in their report on the Annual Financial Statements
(Standalone & Consolidated) for FY26.
ii. Secretarial Auditors:
The Board of Directors had appointed M/s. S. Sandeep & Associates,
Practising Company Secretaries as the Secretarial Auditors for FY26. The Secretarial Audit
Report issued by the Secretarial Auditors in the prescribed Form MR-3 is enclosed as Annexure
II to this Report.
There are no qualifications, reservations, adverse remarks or
disclaimers made by the Secretarial Auditors in their Report except for the penalty levied
by the Stock exchanges for delayed compliance with Regulation 17(1) of the Listing
Regulations, with respect to appointment of Non-Executive Chairperson of the Board the
details of which is covered in the Report on Corporate Governance, which forms part of
this Integrated Annual Report.
Board's Comment:
With respect to the observation made by the Secretarial Auditors in
their report, the Company has already taken necessary action and is fully compliant in
this regard since October 28, 2025. iii. Cost Auditors:
The provisions of Section 148 of the Act read with the Companies (Cost
Records and Audit) Rules, 2014 relating to Cost Audit and maintaining cost audit records
is not applicable to the Company.
8. DETAILS IN RESPECT OF FRAUDS, IF ANY, REPORTED BY AUDITORS:
Pursuant to Section 143(12) of the Act, the Joint Statutory
AuditorsandtheSecretarialAuditors ofthe Company have not reported any instances of
material frauds committed in the Company by its officers or employees. However, a few
instances of cash embezzlement are reported under Note No. 43 of the Annual Financial
Statements.
9. CHANGE IN THE NATURE OF BUSINESS, IF ANY:
During the year under review, there was no change in the nature of
business of the Company.
10. CREDIT RATING:
During FY26, the Company's credit rating was AA- Stable. All the
rating agencies i.e. India Ratings & Research, ICRA & CRISIL Ratings have
maintained the AA- Stable rating. The current ratings also factor in the Company's
industry-leading franchise in the Non-Banking Financial Companies - Micro Finance
Institutions (NBFC-MFI) segment, improving asset quality backed by sound risk management
processes and healthy capitalization.
The credit ratings for various instruments of the Company as at March
31, 2026, are given below:
Name of Credit Rating Agency |
Type of Instrument |
Rating as on March 31, 2026 |
Rating as on March 31, 2025 |
| ICRA Ltd |
Long Term Debt & Non- Convertible
Debentures |
[ICRA]AA- Stable |
[ICRA]AA- Stable |
|
Commercial paper |
(ICRA)A1+ |
(ICRA)A1+ |
| CRISIL Ratings |
Long Term Debt |
CRISIL AA- Stable |
CRISIL AA- Stable |
| India Rating and Research Pvt. Ltd. |
Long Term Debt & NCDs |
IND AA- Stable |
IND AA- Stable |
| CareEdge Global Ratings# |
Long Term Foreign Currency |
CareEdge BB- Stable |
N.A. |
#During FY26, the Company has obtained the Long Term Foreign Currency
Rating (ECB Rating) of BB- Stable from CareEdge Global Ratings, Gift City.
11. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:
No significant or material order was passed by any Regulator, Court or
Tribunal during the year under review, which would impact the going concern status or the
Company's operations in future.
12. INTERNAL AUDIT:
The internal audit function provides an independent and objective
assurance to the Board of Directors, the Audit Committee and Senior Management on the
quality and effectiveness of internal controls, risk management, and governance processes.
In line with applicable guidelines of the Reserve Bank of India on Risk
Based Internal Audit, the Company has adopted a Risk Based Internal Audit (RBIA)
framework, aligned with the Global Internal Audit Standards (2024) issued by the Institute
of Internal Auditors.
At the beginning of each financial year, a risk-based audit plan is
formulated and approved by the Audit Committee. The audit plan is designed to evaluate the
adequacy and effectiveness of internal control systems, governance processes, risk
management practices, compliance with applicable laws and regulations, and the robustness
of internal processes, policies and accounting procedures. The audit coverage spans branch
operations across States and key Head Office functions, ensuring broad and
risk-proportionate assurance.
The internal audit function adopts a structured and risk-aligned
approach to provide assurance across key business and support functions. Based on audit
findings, process owners are required to implement corrective actions within agreed
timelines. Significant audit observations and the status of corrective actions are
periodically presented to the Audit Committee for oversight and closure tracking.
13. INTERNAL FINANCIAL CONTROLS:
The Company has put in place an effective internal financial control in
compliance with the extant regulatory guidelines and compliance parameters. The Audit
Committee periodically reviews to ensure that the internal financial controls of the
Company are adequate and is commensurate with its size, scale and complexity of
operations. The Company has put in place robust policies and procedures which, inter-alia,
helps in ensuring integrity in conduct of business, timely preparation of financial
information, accuracy and completeness in maintaining accounting records and prevention
and detection of frauds & errors.
14. RISK MANAGEMENT POLICY:
Pursuant to the Listing Regulations, and the applicable RBI Guidelines,
the Board of Directors have adopted a Risk Management Policy which provides for
identification, assessment and control of risks which in the opinion of the Board may
threaten the existence of the Company or hinder the regular operations of the Company. The
Management identifies and controls risks through a properly defined framework in terms of
the aforesaid policy. The details of risk management framework put in place by the Company
along with a brief on risk function, processes followed, monitoring & reporting
framework is covered in Management Discussion and Analysis, which forms part of this
Integrated Annual Report.
15. CORPORATE SOCIAL RESPONSIBILITY:
Pursuant to the provisions of Section 135 read with Schedule VII to the
Act, the Company has constituted a CSR Committee which apart from ESG matters, reviews and
recommends inter-alia (a) the policy on Corporate Social Responsibility (CSR) including
changes thereto, (b) Annual CSR Activity Plan including CSR Budget and (c) CSR Projects or
Programs for implementation by the Company as per its CSR Policy. In accordance with the
applicable provisions of Section 135 of the Act and the CSR policy of the Company, the
Company contributes at least 2% of average net profits made during the preceding three
financial years to CreditAccess India Foundation ("CAIF"), Implementing Agency
for undertaking CSR activities on behalf of the Company. The CSR policy of the Company is
available on the website, the link for the same is available under Annexure A.
A report on CSR activities of the Company pursuant to
Section134(3)(o)is enclosed as Annexure III to this Report.
16. WHISTLEBLOWERPOLICYORVIGILMECHANISM FOR DIRECTORS AND EMPLOYEES:
The Company has established a whistle blower mechanism under which the
Directors and employees may report any unethical behaviour, actual or suspected fraud,
violation of the Code of Conduct including that of Insider Trading or other policies, any
other illegal activity occurring in the organization. In exceptional cases, directors or
employees can raise their concerns directly to the Chairman of the Audit Committee. During
the year under review, the Company had received 16 (sixteen) complaints through this
mechanism. However, based on verification it was found that the complaints were in the
nature of staff grievances and resolved accordingly. The Whistle-Blower Policy (Vigil
Mechanism) of the Company is available on the website, the link for the same is available
under Annexure A.
17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The Company, being a non-banking financial company registered with the
RBI and engaged in the business of providing loans, is exempt from complying with the
provisions of section 186 of the Act, in respect of loans and guarantees.
18. RELATED PARTY TRANSACTIONS:
All the Related Party Transactions that were entered into during the
financial year were on an arm's length basis and were in the ordinary course of
business. Details of Related Party Transactions as required under Indian Accounting
Standard (Ind AS-24) are reported in Note forming part of Standalone Financial Statements.
As required under the applicable provisions of the Act, details of related party
transactions in the Form AOC-2 is enclosed as Annexure IV to this Report. There
were no materially significant related party transactions having potential conflicts with
the interests of Company during FY26. The Policy for determining Material Subsidiaries and
Related Party Transaction Policy are available on the website, the link for the same is
available under Annexure A.
19. PEOPLE STRATEGY & HUMAN CAPITAL MANAGEMENT
Human capital continues to be a strategic lever for the Company, given
the scale and frontline-intensive nature of operations. The Company continues to adopt a
culture-first approach by hiring for values and training for skills. This ensures that
scale is supported by a strong and consistent institutional ethos across geographies.
HR policies and processes are designed to be employee-centric,
transparent and governance-led. During the year, these were further strengthened and
aligned to evolving business and regulatory requirements, supported by enhanced oversight
and standardisation across the organisation. The Company has also progressed on
technology-enabled and data-driven HR management, improving efficiency across the employee
lifecycle and enabling better visibility for decision-making. A strong emphasis continues
on performance-linked incentives and rewards, reinforcing a clear linkage between
outcomes, process adherence and portfolio quality, thereby promoting a culture of
accountability and sustainable growth.
The Company remains committed to capability building, and inclusive
practices, while maintaining robust compliance and governance standards across all aspects
of human capital management.
20. PARTICULARS OF EMPLOYEES:
As on March 31, 2026, the Company had 21,941 employees. The details
required under the provisions of Section 197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended
from time to time, containing inter-alia, the ratio of remuneration of each Director and
Key Managerial Personnel to the median employee's remuneration is enclosed as Annexure
V to this Report.
The statement prescribed under Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is available for
inspection of the members. If any member is interested in obtaining a copy, such member
may send an e-mail to the Company Secretary seeking this information.
21. MATERIAL CHANGES AND COMMITMENTS AFTER THE DATE OF BALANCE SHEET:
There are no material changes and commitments between the end of FY26
and the date of this report, affecting the financial position of the Company.
22. REPORT ON CORPORATE GOVERNANCE:
Pursuant to the Listing Regulations, a separate section titled
‘Report on Corporate Governance' forms part to this Integrated Annual
Report. All Board members and Senior Management personnel have affirmed compliance with
the Code of Conduct as applicable to them for FY26. A declaration to this effect signed by
the Managing Director and & CEO of the Company forms part of the Report on Corporate
Governance.
The Chief Executive Officer and the Chief Financial Officer have
certified to the Board on the accuracy of financial statements and other matters as
specified in the Listing Regulations, which forms part of Report on Corporate Governance.
A certificate issued by the Secretarial Auditors of the Company on
compliance with conditions of corporate governance forms a part of the Report on Corporate
Governance.
23. MANAGEMENT DISCUSSION AND ANALYSIS:
In accordance with the Listing Regulations, the Management Discussion
and Analysis highlighting the details of each business vertical, forms a part of this
Integrated Annual Report.
24. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR):
In accordance with the Listing Regulations, a Business Responsibility
and Sustainability Report ("BRSR") has been prepared, which provides an overview
of the Company's material ESG risks and opportunities, goals and targets related to
sustainability and performance against them. BRSR for the year under review is enclosed as
Annexure VI to this Report.
25. DISCLOSURES UNDER THE POLICY ON SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 ("POSH Act"):
The Company has in place a Policy on Prevention, Prohibition and
Redressal of Sexual Harassment of Women at Workplace ("POSH policy") and an
Internal Committee, in line with the requirements of the POSH Act and the Rules made
thereunder for reporting and conducting inquiry into the complaints made by the victim of
the sexual harassments at the workplace. The functioning of the said Committee is in line
with the provisions of the POSH Act. The details of complaints received under POSH Act
forms part of BRSR and Report on Corporate Governance. The POSH policy is available on the
website of the Company, the link for the same is available under Annexure A.
The Company has complied with the provisions of the Maternity Benefit
Act, 1961.
26. FAIR PRACTICES CODE:
The Company has in place a Fair Practices Code ("FPC") as
approved by the Board, in compliance with the guidelines issued by RBI, to ensure better
service and provide necessary information to customers enabling them to take informed
decisions. The FPC is available on the website of the Company, the link for the same is
available under Annexure A.
The Company's Internal Audit team periodically provides feedback
to the Audit Committee on adherence to FPC and functioning of grievance redressal
mechanism. Further, the Board also reviews the implementation and efficacy of FPC on an
annual basis.
27. CUSTOMER GRIEVANCE:
The Company has a dedicated Customer Grievance Redressal Cell for
receiving and handling customer complaints/ grievances and to ensure that the customers
are always treated in a fair and unbiased way. All grievances raised by the customers are
dealt with courtesy and redressed expeditiously.
28. ANNUAL RETURN:
Pursuant to sub-section (3)(a) of Section 134 and sub-section
(3) of Section 92 of the Act, read with Rule 12 of the Companies (Management and
Administration) Rules, 2014, the latest Annual Return is available on the Company's
website, the link for the same is available under Annexure A.
29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
OUTGO: a. Information Relating to Conservation of Energy, Technology Absorption:
S.No Particulars |
Remarks |
A Conservation of energy: |
|
| i. the steps taken or impact on
conservation of energy; |
Since the Company is into providing Micro
Lending services, the provisions of Section 134(3) (m) of the Act relating to conservation
of energy and technology absorption does not apply to the Company. The Company has,
however, used information technology extensively in its operations and continues to invest
in various energy efficient initiatives at all office locations. |
| ii. the steps taken for utilizing
alternate sources of energy |
|
| iii. the capital investment on energy
conservation equipment; |
|
Technology absorption |
|
| i. the efforts made towards technology
absorption; |
|
| ii. the benefits derived like product
improvement, cost reduction, product development or import substitution; |
|
| iii. in case of imported technology
(imported during the last three years reckoned from the beginning of the financial year) |
|
| a. the details of technology imported; |
More related information on the same is
covered under the BRSR. |
| b. the year of import |
|
| c. whether the technology been fully
absorbed; |
|
| d. if not fully absorbed, areas where
absorption has not taken place, and the reasons thereof; and |
|
| iv. the expenditure incurred on Research and
Development |
|
iv. the expenditure incurred on Research and Development
b. Foreign Exchange Earnings and Outgo:
During the year under review, the Foreign Exchange earned in terms of
actual inflows was H23,120.29million and Foreign Exchange outgo in terms of actual
outflows was H12,803.43 million.
30. DEPOSITS:
The Company continues to be categorized and operate as a non-deposit
taking Non-Banking Financial Company - Micro Finance Institution (NBFC-MFI) and hence
disclosure under RBI(NBFCs – Acceptance of Public Deposits) Directions, 2025 dated
November 28, 2025, does not apply.Further, the Company has not accepted any deposits under
Chapter V of the Act during the year under review.
31. EMPLOYEES STOCK OPTION PLAN:
The Nomination & Remuneration Committee administers the CAGL
Employees Stock Option Plan - 2011 ("Company's ESOP Plan"), formulated by
the Company.
Information as required under Section 62 of the Act read with Rule 12
of the Companies (Share Capital and Debentures) Rules, 2014, the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021 (‘SBEB Regulations') and
the applicable provisions of the Company's ESOP Plan is provided hereunder:
Sr. No. Particulars |
Remarks |
| 1. Number of Options outstanding at the
beginning of the year |
38,13,754 |
| 2. Number of Options granted during the year |
9,12,500 |
| 3. Number of Options vested during the year |
9,19,050 |
| 4. Number of Options exercised during the
year |
4,76,409 |
| 5. Number of shares arising as a result of
exercise of Options |
4,76,409 |
| 6. Number of Options forfeited / lapsed
during the year |
1,97,066 |
| 7. Exercise price (in H ) |
120.87/595.68/786.91 |
|
/902.59/955.94 |
| 8. Money realized by exercise of Options (in
H) |
31,84,75,280 |
| 9. Number of Options outstanding/ in force at
the end of year |
40,52,779 |
| 10. Number of Options exercisable at the end
of year |
15,50,751 |
| 11. Total number of Options available for
grant |
41,94,793 |
| 12. Variation of terms of Options |
Nil |
Employee-wise details of Options granted to:
1. Senior Managerial Personnel – 2,98,900
2. Any other employee who receives a grant of options in any one year
amounting to five percent or more of options granted during that year: - Nil
3. Identified employees who were granted options during any one year,
equal to or exceeding one percent of the issued capital (excluding outstanding warrants
and conversions) of the Company at the time of grant – Nil
4. Diluted Earnings per Share- J 48.44
5. Total consideration received against issuance of ESOP shares under
the Plan- J 318.47 million
Disclosures pertaining to employee stock options as required under SBEB
Regulations are placed on the Company's website, the link for the same is available
under Annexure A. Grant wise-details of the Options vested, exercised and cancelled
are provided in the notes to the standalone financial statements.
Further, the Company confirms except for changes approved by the
shareholders vide Resolution passed on August 12, 2024, there has been no change to the
Company's ESOP Plan during FY26.
32. SCALE BASED REGULATIONS:
Pursuant to ‘Reserve Bank of India (Non-Banking Financial
Companies – Registration, Exemptions and Framework for Scale Based Regulation)
Directions, 2025' dated November 28, 2025, as amended from time to time, the Company
was categorised as NBFC Middle Layer ("NBFC-ML") and it continues to be under
the same category till the date of this report.
33. OTHER DISCLOSURES/CONFIRMATION:
During the year under review:
a. The Company has not allotted any equity shares with differential
voting rights.
b. The Company has complied with applicable Secretarial Standards for
Board and General Meetings held.
c. The Company has not revised Financial Statements as mentioned under
Section 131 of the Act.
d. Pursuant to the Act and Listing Regulations, a separate Meeting of
the Independent Directors was held on March 30, 2026, without the attendance of
Non–Independent Directors and Members of the Management.
34. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Act, the Directors hereby confirm
that:
a. in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to material
departures, if any;
b. the directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent to give
a true and fair view of the state of affairs of the Company at the end of the financial
year, and of the profit and loss of the Company for that year;
c. the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d. the directors have prepared the annual accounts on a going concern
basis;
e. the directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and were
operating effectively; and
f. the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
35. ACKNOWLEDGEMENT:
The Directors wish to place on record their appreciation and sincerely
acknowledge the contribution and support from shareholders, customers, debenture holders,
debenture trustees, Central and State Governments, Bankers, Reserve Bank of India,
Registrar of Companies, Securities and Exchange Board of India, Insurance Regulatory and
Development Authority of India, BSE Limited, National Stock Exchange of India Limited,
Registrar & Share Transfer Agents, Credit Rating Agencies and other Statutory and
Regulatory Authorities for the kind cooperation and assistance provided to the Company.
The Directors also extend their appreciation to all the employees for their continued
support and unstinting efforts in ensuring an outstanding operational performance and for
their continued commitment, dedication and cooperation.
|
For and on behalf of the Board of
Directors of |
|
|
|
CreditAccess Grameen Limited |
| Place: Bengaluru |
Ganesh Narayanan |
Manoj Kumar |
| Date: May 08, 2026 |
Managing Director & CEO |
Chairman & Independent Director |
|
DIN: 09120748 |
DIN: 02924675 |
|