2023

ANNUAL REPORT

2022-23

CREATING LIVELIHOOD
THROUGH ENTREPRENEURSHIPCORPORATE INFORMATION
Board of Directors
Mr. C. P. Mohan

Independent Director

Dr. Deepali Pant Joshi

Independent Director

Mr. Naveen Surya

Independent Director

Dr. Ratnesh Tiwari

Director

Mr. Sanjay Gandhi

Nominee Director

Ms. Surekha Marandi

Independent Director

Mr. Taejun Shin

Nominee Director

Mr. Vivek Tiwari

Managing Director, CEO & CIO

Key Managerial Person
Mr. Vivek Tiwari

Managing Director, CEO & CIO

Ms. Vandita Kaul

Chief Financial O cer

Choudhary Runveer Krishanan

Company Secretary & Chief Compliance Officer

Registered Office

Statutory Auditors

SATYA MicroCapital Limited
519, 5th Floor, DLF Prime Towers, Okhla
Industrial Area, Phase-1, New Delhi-110020
E-mail id: investors@satyamicrocapital.com
Tel. No.: +91 11 4972-4000
Website: www.satyamicrocapital.com

S.N. Dhawan & CO LLP
51-52, Sector-18, Udyog Vihar, Phase-IV,
Gurugram, Haryana-122016

Debenture Trustees Details

Registrar & Transfer Agenti) Catalyst Trusteeship Limited (formerly known as
GDA Trusteeship Limited)
GDA House, First Floor, Plot No. 85 S. No. 94 & 95,
Bhusari Colony (Right), Kothrud,
Pune - 411038, Maharashtra, India
Tel. Nos.: +91 (020) 25280081
Website: www.catalysttrustee.com
Email:- ComplianceCTL-Mumbai@ctltrustee.com(For Equity, Preference Shares &Non-Conve ible Debentures)ii) Vardhman Trusteeship Private Limited(formerly known as Ativir Stock Broking Pvt. Ltd.)
Turner Morrison Building, Unit No. 15,
6 Lyons Range, Kolkata-700001
Tel. Nos.: 022-42648335;
Website: www.vardhmantrustee.com
Email: compliance@vardhmantrustee.comii) KFIN Technologies Limited
Selenium Building, Tower-B, Plot No.- 31 & 32,
Financial District, Nanakramguda, Serilingampally,
Hyderabad, Rangareddi, Telangana, India, 500032
Phone : +91 - 40 – 67162222, 7961 1000,
E-mail : venu.sp@kfintech.com
Website : www.kfintech.comi) Link Intime India Private Limited
C 101, 247 Park, 1st Floor, LBS Marg,
Vikhroli (W), Mumbai – 400083
Tel. No.: +91 22 2594 6970
E-mail: rnt.helpdesk@linkintime.co.in
Website: www.linkintime.co.in

Any query on Annual Report :Members can write an email on cs@satyamicrocapital.com or send query on annual report on below mentioned address:
519, 5th Floor, DLF Prime Towers, Okhla Industrial Area, Phase-1, New Delhi-110020, India, addressed to Company
Secretary & Chief Compliance Officer.

Annual Repo

2023

2022-23CORPORATE OVERVIEW

04-56

STATUTORY REPORT

57-100Board's Report(Including Report On Corporate Governance)
Annual Report On Corporate Social Responsibility(CSR) Activities
Management Discussion and Analysis
CEO And CFO Certification
Statement containing salient features of the financial statementof Subsidiaries/associate companies/joint ventures

58-92
93-94
95-98
99
100

FINANCIAL STATEMENTS

101-217NOTICE

218-232

Standalone Independent Auditor's Report
Standalone Balance Sheet
Standalone Statement of Profit & Loss
Standalone Statement of Cash Flow Statement
Standalone Statement of Changes In Equity
Notes To Standalone Financial Statements
Consolidated Independent Auditor's Report
Consolidated Balance Sheet
Consolidated Statement of Profit & Loss
Consolidated Statement of Cash Flow Statement
Consolidated Statement of Changes In Equity
Notes To Consolidated Financial Statements

STATUTORY REPORTS

04-05
06-07
08-09
10-11
12-13
14-15
16-17
18-19
20
21
22-23
24-25
26-27
28-31
32-34
35-39
40-41
42-45
46-47
48-49
50-51
52
53-56

FINANCIAL STATEMENTS

Corporate Identity
A Year of Demonstrated Growth from The Desk of MD, CEO & CIO
Message From The Board
Our Presence
Key Highlights
Financial Highlights
Our Products
Milestones
Upskilling the Youth with E-Learning : VEDA
Free Mega Health Check-Up Drive
Client Sucess Stories
Awards & Recognitions
Social Performance Management
Technology Infrastructure
Risk Management
Human Capital
Employee Speaks
VihangamVijayalakshmi Das Entrepreneurship Awards
Training & Development
Marketing & Communications
Audit
SATYA In The NewsCORPORATE OVERVIEWTABLE OF CONTENTS

102-108
109
110
111
112
113-167
168-172
173
174
175
176
177-21703

Annual Repo

2022-23CORPORATE IDENTITY

2023

With the Motto of

VISION

we promise happinessto everyone!

"To be catalyst for the socioeconomic
upliftment of 5 million households by theyear 2025."“वष 2025 तक 50 लाख प रवारो ं के सामा जक एवं आ थकउ ान के लये एक उ ेरक होना।”MISSION"To be a preferred choice for the people
at bottom of pyramid in creation of theirenterprise & livelihood through a holistic
approach.”“सी मत सु वधा ा लोगो ं क आजी वका एवं उ म- वकासहेतु, बृहद् कोण के साथ, एक ाथ मक वक होना।”MOTTO"May all be Happy.”“सव भव ु सु खनः”04

At present, SATYA is furnishing its affordable micro credit services to
13.5 lakhs+ women entrepreneurs from rural and semi-urban areas
who are excluded from traditional banking channels because of theirlow, irregular, and unpredictable income. The helm of SATYA's
accessible services is to be a catalyst for the socio-economic
upliftment of its clients via channelizing income growth and income
generation. SATYA is integrally concentrated towards building theirfinancial capacity and ability to grow to financial self-sufficiency. In
addition to yielding financial aid to unbanked sections of the
population, SATYA MicroCapital consistently associates withinstitutions of the same wavelength to disseminate the importance ofdigital and financial literacy in rural areas.
Through the use of innovative technology in the Microfinance sector,
the company aims to bring social aspects to lending. SATYA isbridging the gap between the segments in terms of financial inclusionand societal upliftment by encouraging entrepreneurship andproducing livelihood for the domestic and rural markets. This enables

the people in these rural areas to generate employment and livelihood
opportunities at the grassroots. SATYA, one of the fastest-growing
microfinance organizations, is continually inventing and developing
new technological solutions and has contributed a new dimension to
the micro-lending field. We are committed to become a fully digital
service provider and has been the pioneer organization for many
landmark trends existing in the sector today. It is an institution builtwith a vision of transformation, and technical expertise and is adifferentiator in the financial inclusion space.
SATYA is a group of individuals with substantial expertise in scaling up
microfinance programmes in some of India's most economicallydeprived regions, led by the visionary leadership of Mr Vivek Tiwari(MD, CEO & CIO). Additionally, the company has the support ofinvestors and partners that have a track record of fostering scalable
and sustainable organisations. The institution SATYA was created withthe goal of bringing about change and development, and it stands out
in the field of financial inclusion. As a microfinance institution, we arerooted in creating a sustainable social impact through innumerable
community development and financial literacy programs.
As stated in our Vision Statement, our aim is to be a catalyst for theSocio-economic upliftment of 5 million Households by 2025. Our
growth and business strategies are focused upon realizing this vision
through creation and promotion of entrepreneurship and livelihood
creation. Our focus impact shall always remain on the holistic
development of the marginalized and ‘forgotten/neglected' sectionof society and as we grow through the coming years, we look forward
to making a difference in more lives and households.

SOUL OF SATYA
TRUSTTo develop a relationship of Trust & Truthfulness within theecosystem of SATYA.

TRANSPARENCY
Aiming to develop a transparent culture across theorganization.

TEAM
To follow the values of "Team Strength” & promote“Coordination & Cooperation" in all verticals.

TECHNOLOGY
Nurturing SATYA through cutting edge technology in realtime data, reducing TAT & moving towards paperless.

TRAINING
Capacity building & social awareness programs for all
stakeholders of SATYA.

05

CORPORATE OVERVIEW

stablished in October 2016, and headquartered in the capital cityof New Delhi, SATYA initiated the course of its operational journey
in January 2017. With the foremost and fundamental goal of
empowering rural women, both digitally and financially, SATYA has
come a long way since its incorporation. Since then, the company hasregistered impressive growth by achieving an Assets Under
Management (AUM) value of over Rs. 4600 crores in less than 7 years,
thus emerging as one of the fastest growing Highly Technology driven
Micro Finance Institutions in the country. The organisation's firm belief
in modern technology and its potential to increase efficiency, reducerisks, and enhance overall customer experience is apparent in its
adoption of the most cutting-edge innovations to power its
operations. SATYA has established its terrestrial footprints in morethan 45,000 villages across 22 states.

STATUTORY REPORTS

E

2022-23

FINANCIAL STATEMENTS

Annual Repo

2023

A Year of Demonstrated Growth
From The Desk of MD, CEO & CIO

Annual Repo

2022-23

As a culmination of all diligent
efforts, SATYA has beenrecognised as "Best Places toWork" and "Top 50 India's Best
Workplaces in BFSI" by Great Place
To Work Institution. We intend tocontinue our focus in digitalizationand operational efficiencies tocontinue a long-term growthtrajectory, wherein we endeavor
to grow our assets and liabilities
significantly. Moving forward, we
will continue believing in ourability to rise to the situations andleverage the right platforms forbolstering customer services andexperience.
Vivek Tiwari
Dear Shareholders and Stakeholders,As we reflect upon another remarkable year at SATYA
MicroCapital Ltd, I would like to take this opportunity to address
you all with this Annual Report. I feel beyond elated to present theseventh edition of the SATYA MicroCapital's Annual Report for FY
2022-23. First and foremost, I extend my heartfelt appreciation to ourshareholders for their unwavering trust and generous backing. Your
confidence in our vision and mission has played an indispensable
function in catapulting SATYA's success. I am also deeply grateful toour dedicated team, whose hard work and commitment have been
integral to our growth trajectory.
Over the past year, SATYA has achieved significant milestones in its
transformational journey toward financial and social inclusion. We at
SATYA have expanded our reach, serving a larger number ofunderserved households having the potential to establish themselves
as small businesses, which in turn played a significant role instrengthening the nation's economy. Additionally, to furnishingaffordable micro credit services, SATYA also empowered them withaccess to essential and affordable financial services. Our efforts tobridge the gap between the unbanked population and mainstreambanking have yielded impressive results, positively impacting the
livelihood of countless individuals, and contributing to the economic
development of our communities. In the FY 2022-23 SATYA
expanded its reach to over 15 lakh clients across more than 50,000
villages in 22 states via operational presence in almost 500 branches.
Despite the challenges posed by an ever-changing global landscape,
SATYA has demonstrated persistent resilience and adaptability. We
have also embraced technological advancements backed with
innovative solutions, streamlined our business operations, andenhanced our product service offerings. Comprehensive
digitalization of end-to-end operations and functions formed thehelm of this year's objective. Our endeavors have involved theintegration of biometrically authorized e-signatures for client

agreements. This implementation has resulted in a decrease in thenecessity for clients to physically visit our branches and has
significantly improved the speed at which loans are disbursed. Byleveraging digital platforms, we have simplified the customer
experience, making financial services more accessible andconvenient. The approach of digitalization which SATYA has set inmotion has not only given our clients experience an advanced level ofcustomer experience and satisfaction but has also encouraged us todiminish environmental footprint. This is achieved by eliminating theneed for paper usage throughout the processes of client enrollment
and loan disbursement.
SATYA has demonstrated an unwavering commitment to technology,
achieving complete digitization in disbursements and a significant
93% transition to cashless/digital collections. We have facilitated ourclients in adopting cashless payment methods by offering training
and the necessary infrastructure. This has led to a decrease in cashtransactions, a reduction in fraudulent activities, and anenhancement in digital records for our clients.
Furthermore, technology has become a quintessential part of ouroperations across multiple areas. Our field operations havesuccessfully eliminated the use of paper, embracing a fully paperless
approach. Additionally, we have implemented technological solutions
to streamline our HR processes and training programs.
At SATYA, we highly value the collaborative efforts of our employees,
recognizing their significant contributions to our growth. Our
objective is to foster an inclusive culture embraced with diversity,
equity and accessibility where employees' professional aspirationsalign with the company's goals. Throughout the years, we haveingrained employee-centricity at the very core of our organizational
culture.

06

Our mission is to support and empower women, and we deeply value
and recognize the female entrepreneurs who make a positive impact
on society and contribute to the livelihoods of their communities. Inline with this vision, we have successfully hosted the third edition of
the Smt. Vijayalakshmi Das Entrepreneurship Award 2023 - an Awards& Recognition platform to felicitate Women Entrepreneurs at thegrassroots level to honor the 'Mother of Indian Microfinance' – Late
Smt. Vijaylakshmi Das. These awards act as a driving force tostimulate and inspire women's participation in entrepreneurial
ventures. It is equally crucial to recognize and honor women
entrepreneurs at the local level. SATYA has been acknowledging theaccomplishments of women entrepreneurs who have overcome
numerous challenges to achieve professional success for the past
three years. Moreover, we are committed to continuing the traditionof the Vijayalakshmi Das Entrepreneurship Awards in the upcoming
years as well.

2022-23

achievement of successfully raising a substantial debt amounting toover INR 38,000 million. This noteworthy accomplishment not onlyreflects the strength of our financial position but also highlights thecontinued support we have garnered from our lenders.
Furthermore, we are pleased to acknowledge the unwaveringcommitment of our existing equity investors because of which weraised equity of more than INR 2,295 million. This infusion of capitalhas played a pivotal role in driving the growth and expansion of ourportfolio throughout the financial year, further cementing ourposition as a leading player in the industry.
In closing, I want to express my sincere appreciation to everyone who
has contributed to our journey. Together, we have made a significant
difference in the lives of those who need it the most.
Let us continue to work together, driven by our shared values,
towards a more inclusive and prosperous future.

FINANCIAL STATEMENTS

To effectively address the educational requirements of our clients'
children, we have successfully introduced a cutting-edge mobile
application - VEDA. This innovative app has been meticulously
designed to offer a wide array of meticulously curated courses in thedomains of Mathematics, Science, and Language, ensuring that our
young learners have access to excellent educational materials andresources that are tailored to their specific needs and preferences.
Through a strategic collaboration with esteemed entities like the
National Skill Development Corporation (NSDC) and Opportunity
Edufinance, we are currently engaged in an ambitious endeavor tocreate an innovative loan product specifically tailored to financevocational training courses. Extensive research and market analysis
have highlighted a substantial demand for such financial offerings
among our valued clients, thereby underscoring the significance ofbolstering the skilling ecosystem through this initiative.
In an impressively short span of time, we have already disbursed anamount of over Rs 69 million to support the educational journeys of
328 aspiring students. This notable achievement not only
demonstrates our commitment to facilitating access to quality
vocational training but also underscores our dedication toempowering individuals with the financial means necessary to pursue
their educational aspirations and achieve their career goals.
Looking ahead, we remain committed to our vision "To be a catalyst
for the socio-economic upliftment of 5 million households by the year
2025." We will continue to explore new opportunities andpartnerships to expand our outreach and extend our services tounderserved areas. Our focus will remain on empowering individuals
and businesses, fostering entrepreneurship, and promoting financial
literacy.
As we move forward, we recognize that our success depends on thetrust and confidence of our stakeholders. Over the course of time,
our organization has received invaluable liquidity support through aseries of well-crafted policies implemented by the government andregulatory authorities. We are sincerely grateful for the timely andappropriate interventions undertaken, which have provided us with
the necessary financial stability and resources to navigate throughchallenging times.
We are thrilled to share that in the past fiscal year, we have added new
21 lenders to our portfolio who have reaffirmed their trust andconfidence in SATYA. This is evident from the remarkable

CORPORATE OVERVIEW

In the previous fiscal year, we expanded our workforce, reaching a
total of more than 5,000 employees as of March 31, 2023. During thisperiod, our focus extended beyond investing in technology andimproved processes for employee training. We also prioritizedemployee engagement initiatives, demonstrating our commitment
to their overall well-being and satisfaction.

Annual Repo

STATUTORY REPORTS

2023

Vivek Tiwari
Managing Director, CEO & CIO

07

Annual Repo

2022-23

Message From The Board
As I write this note, I am proud to share that SATYA MicroCapital has achieved a significant milestone of
becoming a nearly Rs. 5000 crores company. The company began its journey on October 2016 and graduallypiloted its systems and processes. By March 2019, it had achieved a remarkable feat of Rs. 1000 crore. Overthe next four years, the company continued to gain momentum and is now considered the fastest-growing
microfinance NBFC in India.
What makes the SATYA MicroCapital story special? The reason for SATYA MicroCapital's success lies in its
multi-polar approach to excellence. The company has adopted a strategy that prioritizes high standards ofgood governance, compliance, technology, and operational efficiency. The Board of Directors is diverse andprofessional, and compliance is overseen by experienced professionals to ensure high secretarial standards.
The company also has an additional internal audit by external audit firms to augment the rigor of audits. The
company values employee training and has created a culture of empathy and team spirit with an appropriate
incentive regime that motivates the field force. The top management team, led by founder MD Shri. Vivek
Tiwari and talented professionals, ensures the best standards in management. The company's focus on excellence is reflected in its quality
metrics. The GNPA and NPA stand at a low 1.30% and 0.44%, respectively. Overall, SATYA MicroCapital is evolving into an institution thatprioritizes good standards while driving business success.
I extend my best wishes and congratulations to SATYA MicroCapital, Shri Vivek Tiwari, shareholders, and staff for continued success.
C.P Mohan (Independent Director)
I am pleased to convey this message and to be a part of SATYA's journey to become a nearly Rs. 5000 crorescompany. The company's trajectory is focused on providing fair and accessible financial products andservices to underserved segments of society, promoting financial inclusion and equitable economic growth.
Financial exclusion can hinder an individual's growth opportunities, economic output, and social welfare.
SATYA's approach of including marginalized individuals as both producers and consumers of goods andservices provides credit opportunities, income insurance, and resilience against unexpected events. In thisway, Team SATYA is contributing to nation-building. I extend my best wishes to Team SATYA under theCharismatic and dynamic leadership of Shri. Vivek Tiwari in their mission of promoting economic growththrough inclusion in the coming years.

Deepali Pant Joshi (Independent Director)
It is both encouraging and humbling to observe the progress made by the SATYA team over the past six years,
under the leadership of Vivek Tiwari Ji and with the support of Gojo as a major investor. Despite facing several
challenges during its formative years, including the COVID-19 pandemic, it is remarkable to see how SATYA
has grown robustly in the last four years.
During my time with the company, I have witnessed significant growth in all key metrics, including customers,
employees, company value, and overall Assets Under Management (AUM), which have increased four and fivetimes, respectively. This growth is a testament to the exceptional leadership of the SATYA management teamled by Shri. Vivek Tiwari and the fundamental values of the company, as encapsulated in the SATYA Soul of 5 Ts:
Trust, Transparency, Teamwork, Technology, and Training.
These values have laid a strong foundation for the company and have contributed to its success in a shortperiod. However, this is only the beginning of an exciting journey, and the company will continue to strive
towards its vision, achieving important milestones and becoming more resilient along the way. My best wishes
for the new financial year and let’s continue to move towards our vision.
Naveen Surya (Independent Director)
I write this message with immense pride, happiness, and positivity. As we have completed six years ofoperations into serving with the financial services to the unserved section at base of the pyramid, we standstrong in our resolve to continuously create value for our customers and other stakeholders. Since our
inception days in 2016, our aim was to support individual or small businesses in rural and semi-urban India withmuch-needed financial support. However, we have consistently upheld our mission and vision by prioritizing
security, building trust, being compliance-oriented, and maintaining strong governance ecosystems. Our
dedication to these core values has enabled us to build a strong, empowered team that upholds good
governance as a way of life. I am humbled to say that with the support of our committed team andstakeholders, we have not only met but exceeded our targets. We achieved this by dynamically learning on thejob, challenging the status quo, and building trust with our customers. We could do this throughtransformative measures such as process integration, customer focus, prioritizing quality over quantity, andadopting distinct approaches to tap into rural and semi-urban markets.
I extend my warm wishes and regards to MD, CIO & CEO of our organization – Shri. Vivek Tiwari and the entire team.
Ratnesh Tiwari (Director)

08

Sanjay Gandhi (Nominee Director)

SATYA MicroCapital, one of the fastest growing MFIs, has shown a great deal of resilience during the lastyear. The company has adopted good governance and compliance standards and has reached an
impressive and balanced growth trajectory combining equity and debt to maintain a comfortable average
CRAR of 22% during the year and a CRAR of 19.5 % as of March 2023 to reach an asset size of nearly Rs.
5,000 crores. Adoption of technology has not only helped efficient operations but also enabled thecompany to offer credit plus services like tele-medicine and consultation to its customers who are mainly
women during the pandemic. The company's tie up with National Skill Development Mission for funding
training to the youth in professional skills and launching an Educational Application for high school students
are also commendable initiatives.
I would also like to appreciate the drive and professionalism of founder Shri. Vivek and his team and wish
them success in all their endeavors and managing all future challenges.
Surekha Marandi (Independent Director)

I am honored to write about SATYA MicroCapital as a board member.
SATYA has grown at a record speed in the history of the Indian microfinance sector. Usually, breaking neckgrowth is considered risky because there usually are many Human Capital related challenges andoperational chaos followed by rapid expansion. However, SATYA has managed the growth while
maintaining sound operation quality and serving the clients with better and more impactful credit services.
The cashless collection reached above 95%, compared with the 10%+ industry average. Undoubtedly, it is
now one of the world's most progressive and advanced MFIs. I would like to convey my sincere
congratulations to Shri. Vivek Tiwari and the team.
There still are many challenges for the sector. Many low-income households still don't have access toadequate and affordable financial services. Some are still struggling from the devastating economic impact
of COVID. I hope SATYA keeps expanding its business and serving its clients better so that more people inthe country can hope for a better future. Gojo will keep providing the necessary support for SATYA's
journey to be the No.1 MFI in the continent.
Taejun Shin (Nominee Director)

09

STATUTORY REPORTS

India is globally the largest microfinance market, and accordingly boasts of big names in the sector. When it
comes to identifying "Best Tech Savvy Microfinance of the Year"; "Best MSME NBFC/MFI"; "Best Innovative
NBFC-MFI" in the sector, one name that consistently appears year after year is that of SATYA MicroCapitalLtd. Ever since 2018, when Gojo & Company invested in SATYA MicroCapital, I have had the privilege ofviewing SATYA's journey from close quarters. It has been a hugely satisfying journey that continues to getbetter year after year & the SATYA team, under the able leadership of Shri. Vivek Tiwari continues to achieve
huge milestones with seemingly effortless ease. The AUM climb from Rs. 4,000 crores to nearly Rs. 5,000
crores in just 60 days (February-April 2023) is an astounding achievement, but the SATYA team made it
happen in the blink of an eye.
After successfully navigating SATYA through the tough COVID days, Vivek and the SATYA team are now
well positioned to reap the rewards of the large asset base. Wishing SATYA Micro Capital, the very best for
the year ahead. May you continue to be the "Best of the Best"!!

CORPORATE OVERVIEW

2022-23

FINANCIAL STATEMENTS

Annual Repo

2023

Annual Repo

2022-23

Our Presence(As On March 31, 2023)

Jammu & Kashmir

3

Assam

9

Chattisgarh

9

Himachal Pradesh

7

Bihar

18

Odisha15

Punjab13

Gujarat11

Madhya Pradesh

20

Haryana14

Rajasthan

12

Pondicherry

1

Delhi

1

Karnataka

22

Tamilnadu

13

Chandigarh

1

Tripura4

Kerala13

Uttar Pradesh

32

Jharkhand

9

Uttarakhand

4West Bengal

10

Districts
10Annual Repo

2022-23S

FINANCIAL STATEMENTSSTATUTORY REPORTS

ATYA MicroCapital started its journey from Western Uttar Pradesh and has gained a reputation as a rapidly growing NBFC-MFI.
With operations spanning 22 states and serving over 1.50 million clients, SATYA has built a portfolio of nearly INR 50,000 million
through its nearly 500 branches. The organization's primary focus has always been on positively influencing social norms and uplifting
the socio-economic status of underserved households at the base of the economic pyramid. In accordance with our expansion
strategy, SATYA MicroCapital successfully entered the state of Kerala in the fiscal year 2023. We have established operations in two
branches, allowing us to establish a presence in this dynamic market. This strategic move enables us to extend our range of services tomarginalized communities in Kerala, providing them with access to microcredit and other financial solutions designed to meet their
specific needs.

CORPORATE OVERVIEW

2023

CREATING LIVELIHOOD
THROUGH ENTREPRENEURSHIP
11

Annual Repo

2022-23

Key HighlightsW

ith the client-centric approach, the organization has not only expanded in terms of customer acquisition and portfolio size over the last
six years but has also diversified its product and service offerings. Starting its journey from Bulandshahr, Uttar Pradesh, SATYA is known

as one of the fastest growing NBFC-MFIs, having its operations expanded to 22 states catering to approx. 15 Lac+ clients, andstanding at a portfolio of nearly Rs. 5,000 Cr. with nearly 500 branches.

46,843.07

98,071.66
Cumulative Disbursements
Since Inception (INR Millions)

Loan Po folio Outstanding
Gross AUM (INR Millions)(Excluding sale of po folio to ARC)

13,62,493

13,63,412
Active Loan

Active Clients(Excluding sale of po folio to ARC)

(Excluding sale of po folio to ARC)

STATESS

ATYA started its operations from UP West and has diversified
its operations to evolve as a PAN-India player. The

organization expanded from 7 states in FY 2017-18 to 22

states in FY 2022-23.

2023
2022
2021
2020
2019
2018

DISTRICT

By expanding to more than 280 districts , SATYA
rekindles its passion and courage. This also ensured that
SATYA would continue to assist its clients in the most efficientmanner possible.

2023
2022
2021
2020
2019
2018

22
21
21
22
14
07

280
228
160
131
84
66

12

Annual Repo

2023

2022-23

In spite of the fact that FY 2022–23 will be
remembered as a turning point, SATYA has
proven its unwavering commitment to fully
improving the community. With a growth of

43.37% over the previous year, it has
successfully expanded its terrestrial presence in

2022
2021
2020
2019
2018

45,37831,6512 0 ,1 4 6
15,0727, 4 6 4
3,282

STATUTORY REPORTS

45,378 villages.

2023

CORPORATE OVERVIEWVILLAGESBRANCHES
uring the FY 2022-23, SATYA grew in leaps
and bounds as it expanded the total count of

its branch operations to a whopping 449.

2023
2022
2021
2020
2019
2018

449
338
187
150
84
42

FINANCIAL STATEMENTSDCENTERSS

ATYA facilitated its affordable micro-credit

services in over 1,40,873 centers. Witha lot of hard work, it has successfully registered

41.46% growth over the previous year in theestablishment of its centers.

2023
2022
2021
2020
2019
2018

1,40,873
9 9, 5 8 4
5 9, 4 5 933,655
21,847
9, 5 6 3

ACTIVE CLIENTS

B13,62,493

y providing s er vice s to more t han

micro women entrepreneurs,
SATYA salutes these driven and ambitious women
w h o a re i m p ro v i n g t h e i r fa m i l i e s , t h e i rsurroundings, and therefore a significant portionof the economy. The number of active SATYA
clients increased by 55.95% over the previous
year in the FY 2022–23.

2023
2022
2021
2020
2019
2018

13,62,493
8,73,657
4 , 9 9,1 6 4
3,81,788
2,46,538
8 7, 3 0 5

13

Annual Repo

2022-23

Financial Highlights
46,843.07

Assets Under Management(Rupees in Millions)

28,839.89
14,761.61

O

ur vision of shared prosperity serves as ourguide as SATYA has used its strong balance
sheet to acquire assets under management of over

10,078.54

INR 46,843.07 million and show 62.42%

6,217.08

growth over the previous year.

2,187.93
2018

2019

2020

2021

2022

2023

36,664.05

Borrowing(Rupees in Millions)

22,772.25
11,270.76

Despite confronting various challenges posed in
the last 2-3 years, SATYA recorded borrowing of

9,230.53

INR 36,664.05 million in FY 2022-23, whichshows 61% growth from the previous nancial year.

5,835.19
2,567.75
2018

2019

2020

2021

2022

Fund Raised(Rupees in Millions)2023

25,944.68(Excluding Equity, Direct Assignment, Securitisation,
Business Correspondents)

16,368.52

T

he valuable trust and belief shown by our investors
enabled SATYA to successfully raise funds of

6,995.00

more than INR 25,9 44.68 million , an

4,530.00

astonishing increase of 58.50% over the previous
year.

4,423.16

2,569.80
2018

2019

2020

2021

2022

2023

14

2022-23

8,372.59

Net Wo h(Rupees in Millions)

5,522.67
4,044.29

S

ATYA is regarded as one of the most reliable
sources of microloans. This could be seen by

1,717.69
STATUTORY REPORTS

912.54over the previous year to a value of INR 8,372.59

180.25
2018

2019

2020

2021

Revenue vs Expense(Rupees in Millions)

2022

2023

7,360.46
6,646.35
4,015.41

S7,360.46 million

ATYA's revenue for the FY 2022-23 reached INR

2,672.18, while expenses amounted

to INR 6,646.35 million. Compared to previous
year, year-over-year growth in both revenue andexpenses stood at 83.31% andrespectively.

85.64%

2,086.13
966.44921.69332.77269.6820182019

2,521.12

1,975.16

2020

2021

2022

2023

530.44

Net Profit(Rupees in Millions)325.03102.17B

ecause of its significant expansion of business,
SATYA has recorded a growth in net profit of

63.20%. during FY 2022-23.

3,580.32

75.30
63.89
32.33
2018

2019

2020

2021

2022

2023

15

FINANCIAL STATEMENTS

SATYA's net worth, which has increased by 51.60%

million.

CORPORATE OVERVIEWAnnual Repo

2023

Annual Repo

2022-23

Our Products

LIMITED LIABILITYGROUP LOAN

LLG

INDIVIDUALMICRO LOAN

IML

CONSUMER
DURABLE LOAN

CDL

Loan AmountRs. 25,000 -75,000

Loan AmountRs. 45,000-1,25,000

Loan AmountRs. 3,000 - 15,000

Loan Term : 2-3 Years

Loan Term : 2 – 3 Years

Loan Term : 6-12 Month

Interest Rate (p.a.)
23.5% - 25.5%

Interest Rate (p.a.)
23.5% - 25.5%

23.5% - 25.5%

Processing Fee
0.5% to 1.5% + 18% GST

Processing Fee
1.5% + 18% GST

Processing Fee
2% + 18% GST

Repayment Frequency
Monthly/Four-weekly

Repayment Frequency
Monthly

Repayment Frequency
Monthly

Limited Liability Group
Loan (LLG) o ered by
SATYA enable people tocreate and develop
enterprises, build assets,
and become entrepreneur
as these loans fall under
the category of Income
Generating Loans.

SATYA o ers Individual
Micro Loans to meet thediverse range of its client's
nancial needs, whether
they are looking torenovate their house or
expand their business.
These are purpose-basedloans, which are provided
to individuals without anygroup guarantee.

Consumer Durable Loansfurnished by SATYA, assist
clients to pay for thepurchase of consumer
durable items. This class of
products includes household
appliances or electronics.
The consumer durable loan
can be availed at very
affordable EMIs with hassle
free repayment tenure.

MICRO BUSINESS
LOAN

MBL

WATER &SANITATION
LOANInterest Rate (p.a.)

WSL

PM SVANIDHI

PMS

Loan AmountRs. 25,000 - 2,00,000

Loan AmountRs. 30,000-75,000

Loan AmountRs. 10,000 – 20,000

Loan Term : 1-3 Years

Loan Term : 2-3 Years

Loan Term : 1 Year

Interest Rate (p.a.)
25% - 28%

Interest Rate (p.a.)23.90%

Interest Rate (p.a.)
23.5% - 25.5%

Processing Fee
1.5% + 18% GST

Processing Fee
0.5% to 1.5% + 18% GST

Processing Fee
1.5% + 18% GST

Repayment Frequency
Monthly

Repayment Frequency
Monthly/Four-weekly

Repayment Frequency
Monthly/Four-weekly

Micro Business Loan by
SATYA is an offering forsmall businesses with big
dreams. SATYA provides
credit support toentrepreneurs to help them
to upgrade or scale up theirbusinesses. This loan isavailable to any new orexisting small business thathas an urgent need for cash
flow.

Water & Sanitation Loans
are introduced by SATYA toprovide sustainable
solutions for the people atthe bo om of the pyramid(BoP) to access a ordable
nancing to access safe
drinking and sanitation
facilities.

PM SVANIDHI provides
collateral-free loans forworking capital to the street
vendors. This micro-credit
facility is specially designed
for Street Vendors who wereseverely impacted by the
pandemic. It intends toestablish a credit score forvendors and create a digitalrecord of their socioeconomic status.

16Annual Repo

2023

ith a vision to help aspiring students pursue ce i cations, diplomas, degrees, and other skill development courses, SATYA has sta edo ering Skill Loans. These loans are provided to the students enrolled with various training institutions which are engaged in providing
the skilling and up-skilling courses to increase their employable skills. Skill loans will help in bridging the nancing gaps for aspiring candidates
thus making access to skill development programs convenient for the students. Underprivileged students, who do not have access to formal
nancing facilities can avail of this loan for pursuing various skilling and upskilling courses through our pa ner institutions.
By e ective provision of microloans and facilitation of enumerable growth oppo unities, SATYA has played a catalytic role in driving nancial
inclusion and pove y alleviation. We recognized that lack of availability of nancial assistance is one of the biggest constraints to pursue
technical and vocational education training (TVET) courses. Buoyed by the fact that investing in quality education pays the best, SATYA has
created this product to o er a solution to address the gap between demand and supply ofnance to these candidates. Bestowing the youth with skill development will ce ainly propel
the nation's economic growth.
The product is a reiteration of SATYA's vision and mission to meet the entire life cycle needs ofthe customers. Promoting skills development will lead to increased employment oppo unities
for the candidates leading to an upgrade in the living standard of society. For this purpose,
SATYA is poised to leverage its vast base of clients and the last milestone reach of its feet on the
ground. This initiative will also e ectively contribute to the Indian Government's Skill India
Mission as the skill loans target the skilling and upskilling of the youth of the nation.

CORPORATE OVERVIEWSKILL LOANSSTATUTORY REPORTS

W

2022-23

Key Product Features
Loan Amount10k -5 lac

Interest Rate (p.a.)

12% - 26%

Loan Term

Up to 48 months

Processing Fee

Up to 2%+18%GST

Repayment Frequency

D

Monthly

PRAYAAS Business Loanuring the FY 2022-23, SATYA introduced PRAYAAS Business Loan which is provided to self-employed individuals & people who have been
operating small businesses for more than three years in a similar line of business. SATYA provides cheap and accessible loans to people
who are engaged in earning a livelihood and are trying to expand or diversify their business.
SATYA MicroCapital in partnership with Small Industries Development Bank ofIndia (SIDBI) is now furnishing financial assistance at an affordable rate toentrepreneurs at the bottom of the pyramid through its loan product"PRAYAAS".
On 20th February 2023, SATYA disbursed its first Prayaas Business Loan in Noida,
Uttar Pradesh. PRAYAAS loan is currently being disbursed in 5 states, and theorganization aspires to add more states in the upcoming year.
Till date, an amount of around Rs. 85 lakhs have been disbursed which benefitted
more than 50 small entrepreneurs who are at sustenance level and aspire toreach an enterprise level. It was very encouraging to note that this product has
benefitted 50 plus micro entrepreneurs and aims to bring many more in its fold incoming years to meet the financing gap in this space.

Key Product Features
Loan Amount

1 Lakh to 5 Lakh

Rate of Interest

18%

Processing Fee

1.18% (Including GST)

Tenure3 Years

Hospicash

Rs. 1,100

Insurance

As per Insurance Calculator

17

FINANCIAL STATEMENTS

Till 31st March 2023, SATYA has disbursed 328 loans with a total disbursement amount of Rs. 6.96
Cr. These candidates have been enrolled with various training institutions across the country
which SATYA has pa nered with. The maximum ticket size for Skill Loans can be Rs. 5,00,000
which can be availed for a tenure of up to 48 months.

Annual Repo

2022-23

MILESTONES

E

nsuring SATYA's enduring legacy of achieving significant accomplishments involves proactively meeting
industry standards. At SATYA, we strongly believe that these milestones are vital markers of our progress,
guiding our implementation of business strategies and serving as a roadmap for our microfinance operations.
Attaining these highly sought-after milestones is always a meaningful occasion for everyone at SATYA. We celebratethem with a genuine spirit of service, sincere reflection, and heartfelt gratitude. Let's now take a glimpse at themilestones SATYA has accomplished year by year since its inception.

2
0
2
3
1
2nd Feb 2023

2

3

5

3rd Feb 2021

8th Mar 2021

25th April 2020

SATYA INR

1

153.25 Cr. raisedin Equity Funding

14th Jan 2021
Inauguration of
200th Branch

2022

2021

D
A

6

25th Jan 2022

31st Dec 2022.

th

300 Branch

4

18th Mar 2021

25th April 2020

Inauguration of5
3th Apr 2021

5 LakhClients

6

5
th

31st Mar 2022

8th Sept 2022

INR 2900 Cr.
AUM

Great Place
to Work® for thend
2 year in a row

3
27th July 2022
AUM

4
22nd Aug 2022

Launch of Free Digital
OPD for SATYA’s
Clients, Employees &Their Family Members

4
Office

1

2

V
E

1

Achieved
INR 4000 Cr.
AUM

Inauguration ofst

6 July 2021
st

SATYA’s 1

Great
Place to WorkSATYA Donated
PPE Kits,
Surgical Gloves& Mask In Assam3
10th April 2020
SATYA Donated

INR 21 Lac to
PM Covid-19
Relief Fund2
7th Mar 2020

INR 1000Cr.
AUM

Certification

7
31st Dec 2021

1
15th Feb 2020

Launched 6 monthInternship Programme for Students of

AUM

2020
18

Annual Repo

2023

2022-236

15

12th May 2020

31st Oct 2019

2nd Feb 201830th-31th Dec 2016

Cumulative
Disbursement

MFI Licensefrom RBI

Launch ofDigitised Process& 1st Cashless
Disbursement

5

2

4

28th Sept 2019

21st May 20187th

17 May 2020
Launch of8
25th May 2020
st

1 MFI To Secure
INR 105 Cr.
Equity Funding
During Covid-19

INR 500 Cr.

1000 Days of

1 Disbursementof Center43

3

5th Sept 2019

31st July 2018

Empowermentof 3,00,000
Micro
Entrepreneurs

Funding of 43 Cr.
By Gojo & Co.

Mr. Vivek Tiwari-MD,CEO & CIO
Elected As MFIN
Board Member

1st MFI to collect
INR 100Cr.

Through Cashless
Transactions.

2017

116th Jan 2017

1st July 201917th July2020

100 Branch

Launch of
V

th

of

D

30th Oct 2016
1st Center
Appraisal

2
28th Oct 2016
Inaugurationof

1st Cashless
Transaction

1

2

10
E

Disbursement

30th July 2019

10th July 2020

1st Nov 2016

st

Loan

SATYA’S Operational
Journey3

9

1 Lac Clients &INR 300 Cr. of

FINANCIAL STATEMENTS

Upgrade In MFI
Grading
M2 To M2+
By ICRASTATUTORY REPORTS

6

CORPORATE OVERVIEW

2018

2
th

5 Feb 2017

16th Oct 2016
Envisioning
the concep of
SATYA Geet

100 Days ofA

1128th Oct 2020

1
25th Feb 2019
INR 500 Cr.
Po folio

2016

3

4

6th Oct 201717th Oct 2017

Institution Equity- Dia VikasCapital

Outstanding
Celebration

100 Cr. Disb.st &Infusion of 1

100 Cr.

2019
19

Upskilling the Youth with
E-Learning : VEDA

Annual Repo

2022-23S

ATYA announced the launch of VEDA Application on 26th
February 2023 which is an online learning platform for
furnishing personalized learning for students studying in
Grade 6 – 12. The application entails STEM, Spoken English,
Ms- Excel & other skill-based courses for both Hindi andEnglish medium students.

Overview
About 70% of Indian's i.e. 88 Crore lives in rural areas (6 Lakhs
Indian villages) and at the Base of the Pyramid with the daily
income of INR 205.00 only wherein the pandemic has
accelerated the problem:@ 37% of children in rural areas are not studying at all or do
not have access to basic formal education@ 8% only are studying online on a regular basis@ 48% children are unable to read more than a few words
Application Background
VEDA's vision is rooted in the belief that every student,
regardless of their geographical location or socio-economic
background, deserves equal access to quality education.
Where most of the Ed-tech platforms are targeting Tier 1 andTier 2 cities and have expensive subscription, SATYA
Microcapital with establishment of VEDA is committed tomake a positive impact by providing free of cost quality
education to its employees & customers in rural hinterlands. With a strong commitment to bridging the educational gap amidst Tier 1 and Tier 4
cities, VEDA intends to facilitate a comprehensive online learning platform which offers high- quality education to students across the country.
Recognizing the financial constraints faced by many students in Tier 3 and Tier 4 cities, VEDA offers its courses at no cost, making quality
education attainable for all.
The application courses are primarily divided into three main sections:
1. Foundation : Basics of Mathematics, Science, English, and other subjects
2. Topic-Wise : Specific topics and their comprehensive revision modules
3. Live Sessions : Interactive live sessions with top educators, instructors, trainers
VEDA embraces a myriad of interactive features which in turn makes learning fun and engaging, such as:
1. OTP Sign Up and Sign In – No need to remember passwords. Sign Up/In via OTP.
2. Subject wise VEDA Shorts – Short informative video on quick facts which are easy to retain.
3. Quiz – Encouraging a healthy competition, VEDA includes informative Quiz where students can participate with PAN India students to test
their knowledge.
4. Revision – Revision of complete chapters supplemented with quick concepts summary.
5. Bookmarking Classes and Notes – Escaping the exhausting research of relevant classes and notes, the application has a facility tobookmark all those elements which are quintessential for consistent learning.
6. Learning Reports – The application also incorporates detailed analysis reports which not only assists in tracking the academical progress
but also drills down details about completions, due dates, scores and much more .
7. Multiple Profiles – There is a provision for adding multiple students from same mobile number which urges more students to benefit fromthe platform.
8. Ask a Doubt – Students can ask a doubt anytime by just clicking a picture of the doubt in the application interface.
9. Create Your Own Test – There is an array of creating self-assessment for students in with highly customizable tests.
10. Connected with Parent App – All the progress can be tracked by a parent with VEDA – Parent application.
Way Forward
In near times to come, VEDA Academy aspired to improvise on the following areas to further bolster its growth:© Improving User Experience : VEDA Academy will continue to improve the user experience by making the application more intuitive anduser-friendly. This could include features such as a personalized dashboard, a more engaging learning experience, and better support fordifferent devices.
© Personalizing Learning Experience : VEDA Academy will further personalize the learning experience for every enrolled student by
utilizing analytical data to track their progress and interests. This would allow the application to further back each student with the content
and support they require.
© Making VEDA More Accessible : VEDA Academy will make the application more accessible to students from diverse backgrounds byoffering affordable pricing plans and course curriculum in vernacular languages. This would allow more students to benefit from theapplication's educational resources.
Moving forward, VEDA will continue to focus on its strengths and augment its reach into new territories. SATYA is also likely to continue
leveraging technology and innovation, as this will be essential for maintaining competitive edge among students while using VEDA.

20

Annual Repo

2022-23

Free Mega Health Check-Up DriveS

CORPORATE OVERVIEWATYA MicroCapital organized a Free Mega Health Check-Up Drive inassociation with SATYA Shakti Foundation with the noble purpose ofcreating public awareness for preventive healthcare and enabling ahealthy society for people across the country.

STATUTORY REPORTS

Under this year-long Mega Health Check-Up Drive, more than 100
Health Camps were organized in 10 states covering a massive
geographical network of approximately 200 villages. This initiative hasserved more than 18000 people across PAN India with medical
supervision from Certified Doctors. It has also encouraged thebeneficiaries to take care of their health and implement necessary
lifestyle changes in accordance to prevailing pandemic conditions to live
healthier lives.
The daylong Health Check-Up Camps were organized in the premises ofnearby Temples or Gurudwaras from 10AM to 4PM under the guidance
and leadership of doctors. People availed free health facilities entailingconsultation from MBBS doctors for issues ranging from mother andchildcare to diet & nutrition, availing generic medicines, vitals check like
hypertension test, blood sugar test, blood pressure test etc. as well as
ayurvedic assistance, during the health camp.

FINANCIAL STATEMENTS

Sharing humble thoughts, Vivek Tiwari – MD, CEO & CIO, SATYA
MicroCapital stated, “The health camp is one of the excellent ways ofassisting people who need preventive health attention, and we feel
privileged to be able to conduct these free health camps for the benefitof community we operate in. Considering the large turnout of people, we
hope to organize many more such health camps in the future forenhancing the overall health of the citizens. Also, I am thankful to Shikha
Sharma Ji – MD, SATYA Shakti Foundation for furnishing unparalleled
support in the seamless and impactful implementation of this mega
health camp drive. I feel a sense of gratitude when I realize that SATYA is
making extra efforts in serving humanity by providing healthcare checkup services apart from facilitating micro loans to those living on thebottom of the pyramid and I am certain that we will continue making
dynamic efforts in the same direction henceforth. We are also grateful to
M-Insure Doctors for coming forward, collaborating with us and making
this happen”.
These camps were designed with an eye to improving the health status
and well-being of people living across the rural boundaries of Punjab,
Harayana, Rajasthan, Bihar, Uttar Pradesh East Uttar Pradesh West,
Himachal Pradesh, Odisha, West Bengal, Madhya Pradesh. Abiding by
the COVID-19 preventive measures, the drive witnessed active
participation of people from all age groups. Each camp was organized insupervision of staff of SATYA Shakti Foundation and SATYA MicroCapitalLtd. The medical camp embraced free of cost health consultation andcounselling in collaboration with renowned doctors of M-Insure.

21Annual Repo

2022-23

CLIENT SUCCESS STORIES

Empowering
Lives with
Inducing a Real Time
Positive Impact !!!

When SATYA forayed into the world of micro nance six years back, we made a commitment toupli the lives of our people socio-economically. The vision of the founding team was tochannel holistic empowerment to women microentrepreneurs at the bo om of the pyramid
by improving the quality of their lives and those of their families, providing access to be erhealthcare and educational oppo unities for their children. SATYA has not only adhered tothat vision, but its reach and impact have expanded multi-fold.
The following client success stories are a testimony of the impact which SATYA has
successfully induced in the community it operates in. These narratives form the helm of
success which SATYA's clients have achieved with amalgamation of their hard work,
dedication, passion and nancial backing received via a ordable microcredit services of
SATYA.

22

Annual Repo

2023

2022-23

I am Seema, and I live in Bulandshahr, Uttar Pradesh with my son and husband. My husband works as alabourer in the nearby villages. My family has a total 5 members and like most of the Indian rural families,
we have a small piece of land and cultivation was the only stable source of income. The income fromfarming was enough to provide our subsistence, but not for saving anything at the end of the month. It was
through a village meeting that I came to know about SATYA and how it helps rural women. SATYA staffs
imparted training on financial literacy and made me aware of the need of saving, household budgeting andimportance of income generating activities. I applied for loan and got an amount of Rs 40,000, I bought a
buffalo and started selling milk, which turned profitable.
SATYA has helped me in not only increasing my family income, but it has provided us the avenue fordevelopment in last few years. My family has improved our saving and credit habits as well, we no longer
depend on the local money lender as our savings suffice for any emergency need. I consider SATYA as'Mother' and wish to continue with this in long run for my family's development.

Ms. Soni Davi (Kangra, Himachal Pardesh)
I always wanted to do something on my own, I had a dream of opening my own business. Since I had
experience in manufacturing bamboo products and my in-laws were also running same business, I
decided to open an independent shop by the name of Bamboo Centre, where I started selling household
decorative items such as Table Lamps, Mats, Show Pieces, Jars, Trays, etc. Everything was going well, but
due to the sudden outbreak of the nationwide COVID pandemic, my business started collapsing. To revive
my business, I took a loan from SATYA MicroCapital. Eventually, with time, I saw that my business sales
started increasing, and Bamboo Center was scaling new heights of success day by day. I am extremely
grateful to SATYA MicroCapital for helping me in becoming what I am today. If you're facing similar issues, I
highly recommend giving SATYA MicroCapital a try.

Ms. V. Jeyanthi (Gollahalli, Tamil Nadu)
I am V. Jeyanthi from Gollahalli in Tamil Nadu, a 30-year-old mother of a daughter, strongly believe that
determination and perseverance are the key drivers of success. Despite trying my best, I was unable tomeet the basic needs of livelihood, then I decided to sta a general store. I got to know about group loan
facilitated by SATYA MicroCapital for the means of socio-economic upli ment of people in their area. I
opted to take a loan of Rs.50000 and invested the amount in a general store. Initially I was earning
Rs.500/- per day, but now I can proudly say that my minimum daily income is Rs.1000/- per day. I
personally want to thank SATYA for the oppo unity they have given to us. It was my dream to become anentrepreneur and just because of the help rendered by SATYA, I could do it. Their employees are very goodin nature and possess sound knowledge about the loans and processes. This has indeed improved ourdecision making and has helped me to make our lifestyle be er.

23

STATUTORY REPORTS

Ms. Seema (Bulandshahr, Uttar Pradesh)

FINANCIAL STATEMENTS

I am Kamla from Rajasthan, I had been running from one bank to another hoping to get a small loan for the
expansion of my business, but everyone turned me down as I have nothing to provide them as collateral
security. Until I was introduced to SATYA, I never thought that my dream of expanding my small saree shop
in our area would come true. Since I sta ed dealing with SATYA, I have found the sta very e cient andunderstanding, they listen to customers issues and try to solve them professionally. The terms andconditions for loans are also reasonable and the interest rates a ordable. I availed my rst micro nanceloan from a leading micro nance company SATYA and sta ed my business. My business grew rapidly, mydaily income increased from Rs.500 to Rs.800 and hope to touch Rs.1000 mark soon. I am really grateful
to SATYA for bringing happiness to me and my family. I recommend that SATYA open more branches
countrywide so that more clients can access your services and products. All the best for changing many
more lives.

CORPORATE OVERVIEW

Ms. Kamla (Aasan, Rajasthan)AWARDS & RECOGNITIONSIn Pursuit of ExcellenceA
As a
leader in the
microfinance sector
for the past six years, weare proud to beacknowledged for ourachievements as a responsible
company and a great employer. We arevery proud to be acknowledged for our
financial performance, brand value, andreputation within and across industries. As afinancial service provider, we aim to be theemployer of choice for India's most innovative
people. Our position as a partner to many ofIndia's and the world's leading corporations andorganizations and as the workplace of more than
4500 individuals throughout the nation gives us
amazing opportunities and the creative learning
abilities to make a difference in society.
Let us take a look at the Awards and Recognitions
received by SATYA, which sets it apart in its own
unique way:24

Annual Repo

2023

2022-23

Best API Initiative
Client Onboarding API@ SATYA by Banking
Frontiers

Best Mobile App Initiative
SATYA E-Connect
by Banking FrontiersBest Women Customer
Engagement Initiative
HOSPICASH CLAIM by
Banking Frontiers

Runner Up
Category-Lending
17th Annual Summit & Awards
2022 by ASSOCHAM“Best Branding
NBFC/MFI” - MSME
Banking ExcellenceAward 2022

“Best MSME
NBFC/MFI” - MSME
Banking ExcellenceAward 2022

STATUTORY REPORTS

Best Leadership
Development Initiative
SAFAL SUTRA by Banking
Frontiers

CORPORATE OVERVIEWFY 2022-23

FINANCIAL STATEMENTS

Best Tech Savvy
Microfinance of theYear"-"14th NBFC
& Fintech Award 2023"

FY 2021-22
Winner 8th MSMEs Excellence Awards “Excellent Services of The Year”
Best Innovative NBFC-MFI at MSME Banking Excellence Awards
Best Branding NBFC-MFI at MSME Banking Excellence Awards
Best MSME NBFC-MFI at MSME Banking Excellence Awards
Best NBFC-MFI for promoting Social Schemes at MSME Banking Excellence Awards
Best MSME Friendly NBFC-MFI at MSME Banking Excellence Awards

FY 2020-21
The Promising Entrepreneurs of India 2021 By Economics Times - Mr. Vivek Tiwari
Winner - Best MFI in Digital Lending National E-Summit
Fastest Growing Brand (SATYA) & Fastest Growing Leader - Mr. Vivek Tiwari
Winner - Best Talent, Diversity & Culture Initiative ,Human Capital Dept.– SATYA’s Got Talent
Winner - Micro Finance Cricket Tournament 2021 Organized By - UPMAFY 2019-20
Best Micro Lending (NBFC) - ASSOCHAM's 7th MSMEs National Excellence Summit & Awards
The Most Promising Business Leaders of Asia (Mr. Vivek Tiwari)- Economic Times Asian Business Leaders Conclave
Winner - Most Trusted Micro finance Institutions In India - Atal Achievement Awards

FY 2018-19
Excellence Award - MINE (Microfinance & NBFCs Exhibition)
Winner - BFSI Leadership Award, Elets 6th NBFC100 Tech Summit
Best In Class Credit Underwriting Solution - Treasury, Risk & Compliance Summit
New Age Fast Moving MFI - 5th Eastern India Micro finance Summit
Winner - Micro finance Institution of the Year, Iconic Business Summit & Awards

FY 2017-18
Positive External Image Building - MFIN Microfinance Award 2018
Emerging Techsavvy Micro finance Company - MSME NBFC Excellence Awards
Micro Lending (NBFC) - 6th SMEs Excellence Award organized by ASSOCHAM INDIA
Top-Ranking Banking & Finance Projects In INDIA - 55th SKOCH Summit

25Annual Repo

SOCIAL PERFORMANCE
MANAGEMENT

2022-23

INTRODUCTION
Community welfare and sustainable social performance is an integral part of SATYA MicroCapital Limited's (SATYA) essence of doing
business. SATYA has made fulfilment of responsibility towards its stakeholders, especially its borrowers, employees and the community it
operates in, an integral part of the company's mandate. The social performance management (SPM) function at the company, zealously works
to effectively translate SATYA's social mission into practice and is concentrated towards creating balanced performance on the financial andsocial fronts to promote the wellbeing of its clients and staff along with achieving financial sustainability.

SPM- Highlights of FY 2022-23

1

2

3

4

5

6

7

Initiationof ESG
Adoption& Repo ing

Third pa y
ImpactAssessment
by M2i

SPI4External
Audit

AFISAR
Rating on
SATYA'spe ormanceon UNSDGs

Clientsurveys tocapture theirsatisfaction,awareness,& dormancy

Plantation
Drive Across
9 States

Endorsementof CPP
Pathway &initiation of
CPP
Ce i cation

OUTREACH
SATYA has presence across 22 states with almost 500 branches, 5000+
employees and more than 15 lakhs clients as on 31st March 2023. It offers awide range of financial products and non-financial services to the clients, ranging
from Limited Liability Group Loan; Micro Business Loan; Individual Micro Loan;
Cattle Loan; Hospicash and Covid Insurance; Loan for Consumer Durable Products,
Clean Energy, Household Water and Sanitation facilities; Financial and Digital
Literacy Workshops; Livelihood Trainings etc. By facilitating a myriad of affordable
financial products and services, SATYA aspires to expand its reach to large numberof financially underserved households in both rural and urban areas, for effective
upliftment of their quality of life and living standard.

Client Protection

SG1 - To reach at the people at thebottom of the Pyramid.
SG2 - To be preferred choice of thepeople at the bottom of the Pyramid byproviding holistic products & services.
SG3 - Enhancing the living standards ofthe family members.
SG4 - To be a responsible organization
for the employees.
SATYA'S SOCIAL GOALS (SG)SATYA implements its SPM programme through well formulated strategies, which isin accordance with the principles and industry standards such as Universal Standards for Social Performance Management (USSPM), RBI's
Directions, Sa-Dhan and MFIN Code of Conduct and Client Protection Principles (CPP).
CLIENT PROTECTION PRINCIPLES (CPP) : SATYA has endorsed CPP Pathway and adopted
the seven Client Protection Principles (CPPs) which are implemented and monitored through
SATYA's social dashboard. CPPs are also comprehensively included in our training process for
successful implementation of fair and respectful practices in the organization.
CODE OF CONDUCT AND RESPONSIBLE LENDING : SATYA has adopted MFIN-Sadhan
Code of Conduct, RBI's Fair Practice Code (FPC) and Code for Responsible Leading (CRL)
which are implemented and monitored periodically. SATYA has incorporated all the fair
practices in its training modules for improved product diversification, client satisfaction,
efficient process, and reasonable growth of SATYA.
SATYA AND THE UN-SUSTAINABLE DEVELOPMENT GOALS : SATYA is committed to contributing to the United Nations' Social
Development Goals (UN-SDGs), by improving the living standards of low-income population across the country. The company offers adiversified suite of products and services to the financially under-served segments of society, contributing to the following UN-SDGs in theprocess.
î Almost 100 % of SATYA's clients are women, as we believe that women are the most effective medium for upliftment of a household, bothsocially and financially (SDG 1, 5 and 10).
î SATYA's focus is driving financial inclusion, underlined by its strong commitment to achieving socio- economic progress of Base of
Pyramid population, which is also the low-income and financially under- served segment of the society (SDG 1, 8 and 10)
î SATYA regularly organizes free health check-up camps in partnership with industry associations (MFIN and Sa-Dhan), SATYA ShaktiFoundation and local hospitals (SDG 3).
î SATYA is facilitating access to safe water and sanitation for its clients, through provision of credit for household level water and toilet
facilities (SDG 6).
î SATYA has partnered with leading solar providers and is facilitating access to solar power driven home lighting systems for its clients (SDG
7).
î SATYA is committed to endorse or partner with externally developed economic, environmental and social charters/ principles forbetterment of the communities, it works with, through provision of microfinance. It has endorsed Client Protection Principles and ismember of Microfinance industry Associations of India (MFIN and Sa-Dhan), state microfinance associations etc (SDG 17).

26

2023

Annual Repo

2022-23

STATUTORY REPORTS

Impact Assessment Study

A third party impact assessment cum baseline study through M2i, was commissioned by SATYA in the year 2022, to track changes in the livesof the clients, along the following dimensions
D.) HealthA.) Livelihoods and economic well-beingE.) Education
B.) Financial inclusion and empowerment
C.) Water, sanitation and hygieneThis study interviewed 1,649 clients from 48 branches across all the major states in which the organization operates. Key findings of the study
are as follows :î The client's household income increased by 11% when compared to the income before taking the loan from SATYA.
î SATYA has been successful in reaching out to the hitherto unbanked segments of the population. For a significant proportion of clients,
SATYA is the first MFI, the clients have taken loan from.
î 32% of respondents also reported that at the time of borrowing from SATYA, they did not have any prior relationship with any other MFI.
This indicates a proactive strategy by SATYA to reach out to unserved clients.
î Most of the respondents (55%) reported taking loan from a group-based MFI for the past two to three years. Nearly half of the respondents(46%) also reported having loans from two MFIs, at the time of the interview.

CORPORATE OVERVIEW

RATINGS AND ASSESSMENTS

SATYA conducts both external and internal assessments to validate the scalability, sustainability and reliability of its processes and policies.
During the FY23, SATYA received the following external ratings :î C1 (highest grade)- COCA Grading by SMERA Gradings & Ratings Private Limited, April 2022
î Grade A – SDG Rating by Agent for Impact, March 2023
î Score- 85%,- SPI4 External Audit by Gojo Auditor, November 2022
î Great Place to Work Certification by Great Place to Work Institute, September 2022
î Third Party Impact Assessment Study by M2i

Key findings of client surveys conducted in FY23 indicate that the majority of clients are satisfied with SATYA's staff conduct, loan products
and services including its pricing and easy access. Clients are aware of the features of our financial products and processes. They also showedwillingness to avail new loan and digital services from SATYA in future.

COMMUNITY INITIATIVESIn addition to financial sustainability, SATYA zealously works to achieve its social mandateof supporting the poor and less privileged, which helps the company to be sociallyaccountable to itself, its stakeholders, and the community it operates in. Some of the social
initiatives organized by SATYA in FY23 are as below :Plantation Drive
SATYA organized plantation drive across locations in nine states and planted more than
5,000 trees, as a bid to save environment and to celebrate “Van Mahotsav”- festival oftrees and forests in the monsoon season of 2022. Locations for this drive wereGovernment Primary and Intermediate Schools, Colleges, Anganwadis, Hospitals,
Government offices such as Panchayat, police station, BDO's office etc) at selectedvillages and towns in our operational states. Through these plantation drives, we aim toachieve multifarious objectives- make our surroundings green and to give back to thecommunity we operate in.

Spreading warmth with Blanket Distribution Drive
A blanket distribution drive was organised by SATYA on 25th December 2022, with anobjective to support homeless and most vulnerable people during the extreme winterseason in the Northern and Eastern India. More than 4,000 blankets were distributed in
Delhi and operational areas of SATYA.

Supporting Orphanages and Old Age Homes
A drive was organized on 28th October 2022, to celebrate SATYA's Foundation Day withChildren and Senior Citizens living in Orphanages and Old Age Homes across locations. As
part of this drive, essential items such as blankets, woolens, ration, medicines, stationary
were distributed to more than 5,100 needy children and senior citizens living in these
institutions.

GRIEVANCE REDRESSAL MECHANISM
Client Grievance Redressal Mechanism (CGRM)
A structured CGRM is in place to ensure that clients get proper resolution through timely escalation and follow-ups. During FY23, CGRM
team received a total of 16,468 unique calls, which were resolved within specified Turn Around Time (TAT) with complete satisfaction of theclients.

Employee Grievance Redressal (EGRM)SATYA has established EGRM where employees can lodge their grievances by calling at the Toll-free number or sending an email to thedesignated EGRM mail id. During FY23, a total of 772 employees registered their grievances at the EGRM platform.

27

FINANCIAL STATEMENTS

Client Satisfaction and Feedback

In order to collect relevant and trustworthy socio-economic data to evaluate the achievement of social goals, client needs and preferences,service delivery quality, and take informed strategic decisions to modify our processes and products to fulfil clients' requirements, SATYA
conducts several client surveys internally to collect clients' feedback and check their satisfaction and awareness levels.

Annual Repo

2022-23TECHNOLOGY INFRASTRUCTURE

S

ATYA has comprehensively leveraged the advent of digitization in its operations for harnessing enhanced customer experience,
innovation, & accuracy. Over a period of five years, SATYA has developed an inhouse team of dedicated professionals for driving its digitalstrategies. It has effectively used technology to improve customer experience across all engagement points, maximise technology
investment returns, & reduce operating expenses.
Our digitization initiatives are based on our aspiration to emerge as a “New Age Digital MFI”, while also driving operational efficiencies, processoptimisation, & productivity enhancements. Our process of technology transformation is in sync with our digital strategy to make ourprocesses & delivery outcomes more agile. At present, SATYA is integrally focused towards digitising the present microcredit products &Following Technical Applications Are services & build for the future. Its approach involves
ensuring prudently that the core technology is always
Used In SATYA's Processes :'ACTIVE'. SATYA's channels & partnership sites are
Register
intuitive using data analytics & a digital stack that is futureManagement
ready.
Insurance
Application

SATYA Econnect
SATYA Audit

Group Loan
Origination
Loan
Collection
Loan
Sanction
Attendance &PayrollManagement
Individual Loan
Appraisal

Technology is one of the core pillars of Soul of SATYA
which directs the MFI towards paperless & cashless
operations. To maintain uniformity across all loan
products, SATYA has implemented complete end-to-end
technology-driven business processes. Technologicaladvancements have also aided in cost reduction &resource optimization. SATYA has applied best-in-classtechnology practises (&roid Tablet based Application
with bio-metric authentication device available withcomplete field force) in all aspects of operations. From
Village Selection, Client Identification & Assessment
through Multi-tiered Credit Appraisal Structure, Loan
Disbursements (100% cashless), to Loan Repayment by
Clients through digital cashless transactions, technology
is best applied in every process. The advent oftechnology has also automated the Attendance & Payroll
processes through integration of ZingHR Application
which has in return expedited the efficacy of Human
Capital.

SATYA is among those first MFIs who started
implementing National Automated Clearing House(NACH) – a mandate management process for monthly
instalment's collection from IML/MBL clients. It is a more faster & accurate collection system where eachstep is designed to provide improved user interface for clients.

QUICK RESPONSE (QR) CODE BASED UPI PAYMENTUPI QR Code is a unique and simplified solution for digital collections. It is the quickest and simplest method of cashless repayments. As each
QR Code is unique and client-specific, it also aids in accurate payment identification and tracking. This innovation is fully automated andintegrated with SATYA's LMS (Loan Management Solution). SATYA has started giving loan cards to its clients with printed Client-Specific QR
Codes. The loan card also gets consistently updated with client details like current loan status, overdue amount, paid instalments etc. The loancard also contains clients' identification and personal details. In case of any cashless repayments, the client can scan the QR code printed on
the loan card through their phone scanner and can make desired payment through their bank account linked with UPI. Similarly, the client can
pay instalments during Collection Meetings, where SATYA's EDO (Entrepreneurship Development Officer) can scan the client's loan card withhis/her code scanner machine.

Key Features
Safe and Secure Transactions
99% Up-Time
Fully Automated and Integrated System
Easy Reconciliation
After successful payment, details are automatically updated in client's loan account and EDOs canview it on Trucell© No separate collection update needs to be made on Trucell by EDO© Actual settlement in company's bank account and report can be viewed across Easy Pay Portal on
real-time basis© Geo Fencing to critically identify the areas of functionality
©
©
©
©
©

28

Annual Repo

2023

2022-23

Video KYC (VKYC) is an AI-driven Customer Identification cum Verification Process
which is more accurate and accelerated. Through VKYC, facial matching with Client's
Aadhar Card, automated data extraction and machine learning techniques are done inreal-time. It has accelerated SATYA's Client Onboarding Process, reduced onboarding
costs and minimized TAT effectively.
In line with RBI guidelines on Video-based Customer Identification process, SATYA has
built a robust Video KYC solution for consent-based method of establishing thecustomer's identity, for onboarding. The customers can now complete KYC process withconvenience and safety from the comfort of their home, a video KYC call with SATYAEDO involves the process of verification of Customer's Geographic location coordinates, Liveliness, Face Match and Document Verification.

CORPORATE OVERVIEW

VIDEO KYC

Key Features
©
©
©
©
©
©

Integrated with BR.Net
Auto-Populate Customer Information in Employee/User Window
Auto Calculation of Claim Amount
Auto Mailing to Insurance Companies
Provision of Extensive Details on the Claims and Settlement Status.
Resolve Query

©
©
©
©
©

Facility of Updating Claim Documents through App
Duplicate Check
Paperless Process
Maintenance of Documents
User can also conduct queries and settlements in bulk

SATYA CLIENT CONNECT APPLICATIONSATYA Client Connect Application is developed to connect with the client so that they can
get all critical information & updates about their loans on single platform. This App can beaccessed anywhere & anytime. It has made dissemination of vital information much easierwith rural customer base, especially the women segment. It makes the client independent &have real-time access on their loan features as well as have a hands-on experience regarding
their daily transactional issues, reflecting any kind of operational queries they might have,
which they can extract through the App.

MOBILE DEVICE MANAGEMENT (MDM)
SATYA has deployed a combination of on-device applications, configurations, and backend
infrastructure, for the purpose of simplifying and enhancing the IT management of end user
devices. The overall role of MDM is to increase device supportability, security, and corporate
functionality while maintaining user flexibility. SATYA has implemented the MDM from Scalefusion (formerly Mobilock Pro) which has benefited the MFI with following control-mechanisms :
©
©
©
©
©

Simplified Kiosk Management
Remote Control Software for Android Devices with Voice Calling
Unified Communication & Call Management for Enterprise
Quick and Deep Insights into the Complete Device Inventory
Mobile Content Management (MCM)(Mobile Application)© Location Tracking© Lockdown the Devices in Kiosk Mode in case of Device Being Lost
© Lock Android/iOS Devices to Business Apps, Prevent
Unauthorized Access & Limit Excess Data Costs

WORKPLACE BY FACEBOOKSATYA started using Workplace by Facebook as an intra-office communication platform, The use of Workplace as intra office billboard wasstarted on SATYA's third annual day celebration. The main concept behind thisinitiative is to keep the entire workforce of more than 4,500 employees of
SATYA on one single platform for official communication. This has eased out
the flow of communication within various team working from across thecountry.
SATYA's Workplace Application and the Workplace Chat aids the users to :© Improvising the Work Culture© Two-Way Communication within entire Organisation© Employee Engagement to Drive Culture© Group Chat & Facebook Office© Increased adoption of existing work tools

29

FINANCIAL STATEMENTS

SATYA has always worked earnestly to facilitate its clients with quick, hassle-free, and best-in-class healthcare facilities. SATYA aspires towork towards achieving this goal through HospiCash Insurance Claim Process Module. HospiCash is a Health Insurance policy that provides
the members a lump-sum amount in case of hospitalization due to any disease or accidental injury and the entire policy amount in case of theunfortunate death of the member or her co-applicant within the stipulated period of the insurance.

STATUTORY REPORTS

HOSPICASH INSURANCE CLAIM PROCESS MODULE (APPLICATION/WEB)

2023

Annual Repo

2022-23

E-SIGN INTEGRATIONSATYA has integrated E-sign across its process of paperless loan sanctioning for easier and quicker processing of the loans. The innovative
approach to digital fulfilment with E-Sign thus in turn present an opportunity to eliminate the need for in-branch verification and signing. Withloan disbursements been done successfully to more than 13,63,420 clients through E-Sign, it has now become an indispensable function ofdigitization strategy of SATYA.
With integration of E-sign, it is now feasible for SATYA to electronically collect an account holder's signature without printing paper versions of
the documents and forms. After being E-signed, customer, member, and account documents are managed appropriately in accordance with
the SATYA's document policies. This involves the use of an advanced document imaging and tracking system. Integrating an imaging systemwith E-sign and doc prep system offers additional efficiencies.
Employee Onboarding is done through e-sign as it ncreases efficiency, improves security & reduces costs.
SATYA have adopted E-sign in its operational processes see many potential rewards, including :© Efficiency: reduces—or in some cases eliminates—the need to print, route, scan, store, and shred paper documents. Additionally, digital
documents usually appear in a bank or credit union's imaging system overnight or sooner. Once imported, the imaging system may then beable to automatically attach the E-signed documents to the correct customer, member, or account record.
© Convenience: E-sign makes signing easier for loan operations employees, lenders, and the customer/member as well.
© Quality control: When properly configured, an E-sign workflow should not permit a signing session to end until all necessary signatures are
obtained, ensuring fully executed documents and reducing risk of oversights.

REGULATED DIGITAL COLLECTIONS FRAMEWORK FOR LOAN REPAYMENTS
The most pressing challenge of our time – COVID-19 impacted the microfinance operations across the whole country. With the tumultuous
outbreak of the pandemic, it became quite imperative to prioritize our collections efficiency, and the safety of our customers and teams.
Conversely, SATYA established a new digital collections infrastructure which also enabled our technologically challenged customers to pay
their loan EMIs with guidance.
SATYA has set up multiple CSPs and BC Network which are operational in all villages, regions in the vicinity of active branches. They are being
used to facilitate SATYA's operations to become more robust and technologically advanced as well as giving an in-house access to all internal
as well as external customers. – Making access easier for clients to make the repayments. SATYA has partnered with Fingpay, Airtel Payments
Bank , ICICI Bank and PayNearby to empower the customers for engaging in digital repayments.

EMBRACING DIGITIZATION FOR IT AUDIT & INFORMATION SYSTEM SECURITY
Rapid changes in technology are a reality of the current business environment. With a considerable microfinance institution auditing their IT
functions manually till date, examination, and evaluation of SATYA's information technology infrastructure, policies and operations is now
being done digitally. This digitally determines to what extent IT controls protect corporate assets, ensure data integrity, and are aligned with theoverall goals of SATYA. This in turn has expedited the audit process, minimized the potential risks, safeguarded assets, and increased theintegrity of information currently in place.

LEVERAGING IN NEW AGE TECHNOLOGIES - WHATSAPP SERVICES
Leveraging WhatsApp business integration capabilities, SATYA is now implementing interactive information exchange for the purpose ofgenerating customer awareness and sending timely reminders. Through WhatsApp, we intend to provide customers access to loan
outstanding information, mapping of bank account details, checking top-up eligibility and doing a top-up transaction.
In time to come, we yearn to invigorate our end-to-end process digitalization efforts and use the power of technology as a new customer
acquisition and service channel. We'll also use analytics to generate actionable insights for data-driven decision-making. SATYA will also
continue to use full-stack API platforms for collaborating with fintech industry to provide our customers with faster time to market andaffordable credit solutions.

DIGITIZATION OF MANUAL REGISTERS
This fiscal year saw one major transformation in SATYA. All the paper based manual registers which were used for maintaining records,
operational data like movement register, branch visitor register, petty cash register, employee grievance register, branch monitoring register,
key register were digitized. This entails a countless benefits of data digitization, which embrace time savings, cost savings, and the sharing of
information. By digitizing the registers, SATYA was enabled to extract, retain useful information quickly and easily.

Key Features
1. Higher efficiency : Working with physical registers affected the efficiency of team. As the EDOs has to go from record to record to find thecustomer data or any other form, and that will only happen if the documents are easy to see in the first place. The process becomes evenmore lengthy when a record is misfiled or lost. Furthermore, completing everything by hand exposed the process to human error. Also, itsave time spent on paper by establishing a direct link between people and technology, allowing them to function more productively.
2. Data security : Paper based registers were easily misplaced, putting sensitive information like client information, financial reports, and soon at risk. Due to digitization, access to digital data is simple to define. As a result, data became more secure, and less prone tomisplacement. Another compelling reason for digitizing these manual registers was that it is fully encrypted, and password protected. Third
parties now can no longer illegally read or copy files without prior knowledge.
3. Affordable alternative : By adopting a digital solution, the need for physical storage space for paper records has also disappeared or
reduced. SATYA now readily optimizes resources for cost reductions after digitizing the manual registers. Going paperless is evident as it
eliminates the costs of physical paper, storage, and handling, resulting in significant operational savings. This in turn boosts productivity,
real-time operation, and process optimization automatically.
4. Simple access : Document digitization enables SATYA to access data in digital form from any location, eliminating the barriers of place,time, and synchronized access. Easy access to information facilitates data flow within the industry, resulting in increased productivity. Data
is available in real-time with a digital solution. This data is accessible through the team.

30

Annual Repo

2023

2022-23

LATEST INNOVATIONS
During FY 2022-23

E-KYC
Strengthening its paperless approach, SATYA adopted E-KYC (electronic Know Your Customer) in this fiscal year,
which is a validated, automated tool which helps field staff identify the right KYC process to use for their businessand comply with AML regulations. By integrating E-KYC procedures, SATYA has effectively reduced the risk ofmanual errors, avoid missing out on additional clients, and reduce costs associated with manual processes. EKYC also provides an audit trail that can be used as evidence in compliance-related disputes. It is a standard for
identity verification through digital channels. It allows field staff to use their mobile phones as an authenticator,
bypassing the need to provide traditional authentication documents.

FINANCIAL STATEMENTS

Key Features
1. Process Optimization
2. Increased Security
3. Faster Transactions and Reduced Costs
4. Increased Customer Loyalty and Engagement

STATUTORY REPORTS

CORPORATE OVERVIEW

5. Improved integration : A digital solution is enabled to exchange data, tasks, and insights with other systems. SATYA can now make fasterand more informed decisions with greater visibility and insights into its business operations. Because of the high quality of the data,schedules, inventory management, and other functional areas are now executed more quickly and confidently.

VERIFIED CALLER ID
SATYA also got in place its very own verified caller ID for enhanced security. It is an enhancement toCaller ID that helps protect customers against spoofing by identifying verified calls. Calls are verified
when the incoming caller's phone company has verified that the phone number displayed on the Caller
ID is accurate and has not been spoofed or falsified.

A U TO M AT E D D I A L E R F O R P R E - D I S B U R S E M E N T
VERIFICATION
One of the major latest innovations which happened in in technological infrastructure of SATYA during
this financial year was introduction of automated dialler for pre-disbursement verification. Thisfacility also furnished transactional support via a promotional automated dialler calling facility forpre-disbursement verification.
This auto dialer software is an outbound dialer which helps the concerned team automatically dial out
a huge set of leads and saves significant time for calling agents. It enables SATYA to connect acustomer to a live agent once the call has been patched up at the customer end. This leads to highproductivity and efficiency.

BBPS
Through various mobile banking apps, UPI apps, and mobile wallets, SATYA clients now have the option toeffortlessly pay their loan EMIs using BBPS. BBPS is a trustworthy and protected payment system available on
multiple payment applications such as Airtel, Phonepe, Gpay (Google Pay), Paytm, and others.

31

Annual Repo

2022-23

RISK MANAGEMENTR

isk management is fundamental to our operations and is critical to ensure sustained profitability and stability. At SATYA, we have an
independent risk management department which works under the supervision of Chief Credit & Risk Officer. The vertical identifies,
measures, monitors, and manages credit, market and operational risks including information security risk. To ensure integration of best risk
management practices into SATYA's corporate governance framework, the vertical works with and across all departments of the company. It
utilizes all significant information to improve the overall enterprise risk management and hence develops strong risk culture in theorganizational workflow.
The risk management process is continuously reviewed and adapted in the context of changing risk scenarios that SATYA is facing and theagility of same is reviewed for its appropriateness in the dynamic risk landscape. The fitness of risk management process is assessed on an
event-driven basis.
SATYA's risk management process is constituted majorly of three distinct components: the assessment of business risks, operational controls
assessment and compliance processes. Risk observations are presented and discussed with the management during Management Risk
Committee Meetings. Any unseen event is reported immediately to the management. Board Risk Management Committee also reviews theimplementation of risk management activities periodically.

Precisely, the following hierarchical structure de nes the risk management depa ment at SATYA:Board of Directors

Supervisory committee of
Directors on Risk Management - RMC

Credit Risk Management
Committee (CRMC)

Asset Liability Management
Committee (ALCO)

Operational Risk Management
Committee (ORMC)

CRO

Risk Analytics

Business Risk

As a microfinance institution, we are exposed to different kinds of risks which are as given below:

15

Credit Risk

Liquidity Risk

2
6

Operations Risk

Political Risk

3
7

IT Risk

4

Market Risk

Catastrophic Risk

32

2023

Annual Repo

2022-23

CREDIT RISK

Operational discipline is the key determinant in making a sustainable business model. SATYA follows a calibrated approach in businessexpansion thereby striking a balance between growth and the risks arising from the concentration levels. Operational process is structured
with an appropriate mix of people and technology to create a channel of activities that lead to standardization along with the flexibility ofgetting customized as per the customer needs. As a risk management practice, regular monitoring of operational activities is done by the risk
management team. We have a comprehensive risk control matrix in place which defines the risk associated with all the activities of eachfunctional department and the existing control measures which have been put in place to mitigate the inherent risks. Assessment of residual
risk is done by the risk management department and heat maps are generated basis the likelihood of the residual risk and the impact of thesame. This matrix is reviewed quarterly in the light of changing landscape. Comprehensive risk assessment is conducted for each department
at different intervals to check compliance with internal and external regulations and identify areas of process improvement which is in line with
the industry best practices. We have defined set of risk indicators through which we track operational risk across all functional departments ona regular basis and evaluates it against the tolerance limits of the organization. The findings of the evaluation exercise are reported to anddiscussed with the management during the Management Risk Committee Meetings. Various analytical reports related to portfolio quality,
branch monitoring, client monitoring and cash management are generated by the department basis which proactive actionable alerts are sent
to the operations team. As a risk control mechanism, SATYA has leveraged technology for unwavering centralised control and vigil mechanism
to minimise the possibility of frauds. Our strong operational risk management is reflected in our compliance with the operational process andrelatively fewer frauds as compared to our peers.

INFORMATION TECHNOLOGY RISKIT and cyber risk is tracked through continuous monitoring of IT systems. To enlist a few, protection against malware attacks, data loss
prevention measures, disaster recovery, data encryption, secured e – mail system, monitoring of system use by the users dispersed across thelocations, applications security testing are existing control mechanisms which are used as a protective guard against cyber risk. Risk
Management department conducts the risk assessment exercise to check the effectiveness of control measures and compliance with all theregulatory requirements.

MARKET RISKAs a financial organisation, we are subject to various kinds of adverse market changes like interest rate movement, credit spreads, market
volatilities due to exchange rate movement. However, at SATYA, we are not having any significant exposure to the foreign borrowings
therefore exchange rate movement and global capital market movement does not affect us. At Interest Rate risk side we are sufficiently
cushioned after the announcement of deregulation of interest rates by the RBI in its latest Master Directions for NBFC – MFIs due to which we
can now align our lending rate as per the cost of funds and operational expenses. Exact impact of interest rate risk will be measured in the times
to come. However, considering the recent inflationary pressure across the globe and India, we have seen upward movement of interest rates
due to the regulatory action to contain inflation, we may expect similar rising interest rate trend will continue till inflationary pressure eases out
in local as well as global economy.
To monitor the residual market risk we have set limits on exposure to single lender, minimum exposure to banks & other FIs and track othercritical factors Net Interest Margin to monitor the market and financial risk. All these indicators are reported to the management as well as
Board Risk Management Committee.

LIQUIDITY RISKThis type of risk could arise due to non – availability of funds at appropriate cost or time. As a prudent liquidity risk management practice, wehave a diversified set of funders including banks and other financial institutions which enables sourcing of funds from multiple sources withoutcompromising on cost and reliability terms. In addition to this we also maintain additional liquidity which is planned as per the requirement ofbusiness and reviewed on a periodic basis. Management monitors rolling forecasts of the company's liquidity position and cash and cash
equivalents based on expected cash flows. Balance sheet liquidity ratios (CRAR, Liquid Ratio, Debt – Equity Ratio, Percentage of Qualifying
Assets) are also monitored against the internal and external regulatory requirements by risk management department to deduce any trends
and breach in the tolerance levels set by the organization.

33

STATUTORY REPORTS

OPERATIONAL RISKFINANCIAL STATEMENTS

This classification of above categories is based on assumptions, inputs and data captured during customer enrolment. We have implementeda system driven risk - based KYC categorization for our all customers which is done at initial stage of collecting customer information by our
Entrepreneurship Development Officers (EDOs).
To further mitigate the default risk and concentration risk, we follow stringent measures right from new geography selection to the customer
on-boarding. We have well defined and documented operational process right from client sourcing till the repayment collections defining
strict norms for client selection, assessment of household income and obligation, KYC collection and client repayment ensuring 100%
compliance with the latest master Directions issued by RBI. Process implementation is monitored on a regular basis by the supervisory teamwhich conducts surprise centre visits to observe the gaps in the defined operational process and interact with the clients to understand thealignment of SATYA products and process with the client's needs. As risk management practice, we have altogether separate operations andcredit department to serve as maker and checker. Monitoring of operational processes and portfolio takes place on regular basis which helps
in maintaining healthy asset quality. Updating the Board Risk Committee on the various risk observations, compliance with statutes, progressof risk management practices and the effectiveness of our control systems is done with utmost stringency. SATYA's effective credit risk
management is reflected in its portfolio quality indicators such as robust repayment rates and stable portfolio quality which are best in classacross the industry.

CORPORATE OVERVIEW

Credit risk encompasses both, the direct risk of default and the risk of deterioration of credit worthiness as well as concentration risks. To
assess and manage the risk of default, our assets (loan book) are classified as :A) Low Credit Risk
B) Moderate Credit Risk
C) High Credit Risk

2023

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2022-23

POLITICAL RISKInterference by the local political parties in the microfinance activities is another major risk that is faced by microfinance institutions. During
the past few years, we have faced crisis in states like political agitations in Assam, Punjab, West Bengal raising the demand for loan waiver
which seriously jolted the repayments etc. Focussed customer-connect, compliance with regulatory guidelines and geographicaldiversification of portfolio helped SATYA to cope with such kind of risk with favourable results on the front of repayment from customers.

CATASTROPHIC RISK
While planning a new expansion, SATYA has a policy to conduct a primary and secondary area survey, without completion of which, SATYA
does not foray its operational expansion in such areas. This is done specifically to gauge the vulnerability of any geographic terrain towards
natural disasters. However catastrophic incidents are unavoidable and can at best be managed by taking precautions in the initial stages of thebusiness itself. SATYA has a district level portfolio capping which helps to avoid certain areas within a state or keep the impact of an
unfavourable event limited. In the past, Cyclone in Odisha & West Bengal, floods in Chhattisgarh, Bihar and Assam have led to temporary
suspension of operational activities in the affected areas. In such cases, SATYA always insures the client's, employee's and assets to limit themonetary impact due to such incidences. This also aids affected clients in resuming their activities back to normal life with enhanced resilienceand moral boost.

RISING INFLATION & INTEREST RATESElevated inflation has been driven by increase in food prices coupled with rise in consumer demand. Rising urban and rural demand including
demand for consumer non-durables, passenger vehicle sales and credit cards has posed an upside risk to inflation. Although recent action ofGovernment on supply side front has led to releasing some pressure on food prices and looking ahead, the expectation of a record rabi harvestis also favourable for easing of food price pressures leading to some moderation in consumer price inflation. However, the rising uncertainty ininternational financial markets need to be monitored closely. During last few quarters, there has been hike in interest rates continuously byReserve Bank of India, primarily to contain inflation. Therefore, in coming quarters, we may expect a relatively lesser hike or even status – quo interms of rise in interest rates. Impact of RBI's monetary policy stance on our cost of funds is to be monitored.

RISK MONITORING
Company has established robust risk monitoring framework in place under the guidance of risk management department. All risk elements inour day-to-day operations are getting identified on timely basis and corrective and preventive measures are being undertaken to minimise
their impact at company level. Risk identification, measurement and control mechanism is central theme of risk vertical at SATYA withadherence to established reporting and corrective/preventive framework for risk impact minimisation.

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2022-23

HUMAN CAPITAL
2022 - 2023

4,549

A

t SATYA, the Human Capital (hereafter HC) department plays an imperative role in thefunctioning of people management as finding the right people is critical. People
are the biggest asset for an organization and providing an efficient workforce to SATYA
for managing the rapidly evolving business environment and the rising need for
qualified employees in the contemporary world is one of the elementary functions
which is solitarily taken care by HC Department.
The department also implements the vital task of ensuring compliance with employment
laws, creating a conducive work environment, facilitating employee training anddevelopment, and managing the organizational culture and change. Alongside, the HCteam also intrinsically supports, develops, and maintains a cordial workplace culture withthe objective of transforming SATYA's organizational process easier and moreproductive.
SATYA ardently believes that recognizing employee
achievement furnishes them with a feeling of
belongingness towards the company and helps themfeel appreciated as a team member. The department's
priorities entail encouragement, appealing, retaining
and employing talent. SATYA endures a participatory
culture which further enables employees to have an
open conversation with the upper management,
assisting them in having a clear idea of how thecompany is progressing, how they can participate, anddevelop a stronger sense of purpose.

2021 - 2022

3,6742020 - 2021

2,5552019 - 2020

1,879
2018 - 2019

1,026

2023

2017 - 2018

489

Year-on-Year Employee Strength for last 6 years(as on 31st March of every FY)

EMPLOYEE WELFARE
The HC Department focused on prioritizing employee welfare and implemented various strategic initiatives in the fiscal year 2022-23 toensure comprehensive employee development :Subsidized Lunch
For all its employees at its head office, SATYA began a subsidized corporate food service. Offering employees subsidized lunches is a terrific
way to keep them physically healthy, mentally satisfied, and more productive throughout the day. Every employee can benefit from theselunches, which can also increase staff retention. In addition, we have a team of experienced in-house chefs who prepare wholesome meals forour staff at the dormitories. A proven, affordable strategy to inspire, retain, and attract staff members is to provide delicious, high-quality,
nutritional meals at discounted rates – or even for free.

Evening Snacks
March marks the beginning of extreme work targets which often lead to employees getting clung to their workstations. To break themonotonous routine and provide a savory treat to relish the taste buds of hardworking employees, SATYA organized a month-long evening
snacks break. Despite SATYA offering a wide range of benefits to make its employees feel appreciated, nothing quite wins employees over likefree food. Because SATYA believes when it comes to employee perks, few things are as simply satisfying as free food.

Festival Specific Meals (Iftari & Navratri)
HC Team at SATYA has always espoused Workplace Inclusivity within SATYA's corporate ecosystem. This approach is inherently associatedwith broadening the dialogue to embrace people who practice different faiths. To ensure that all the employees receive adequate support andempathy during times of spiritual significance, HC Team at SATYA are always well-versed in the customs and traditions of multifarious religions
and cultures. This is exemplified by festival specific meals organized during Navratri and Ramadan in SATYA's offices situated across thecountry.

(Subsidized Lunch)(Evening Snacks)(Festival Specific Meals-Iftari & Navratri)35

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2022-23

Medical Camp during Strategic Meet
Employee's health and wellness are never compromised at any cost in SATYA. An absolutely
free of cost medical camp was organized during the strategy meet to promote healthcare andwellness among. Conducting medical camp benefitted in multifarious ways :ØØLower healthcare costs
Attracting and retaining employeesØØIncrease in productivity
Drop in absenteeism

Support during Medical Emergencies(Medical Camp During Strategic Meet)
Medical emergencies or any sort of disruptive event are bound to create a host of problems for
employees. In concern of the same, HC Team ascertains that everything from to lost productivity and employee assistance is handledsimultaneously. Apart from providing financial aid and workplace flexibility, SATYA fathoms that although it may be unusual to crack the whipand get back to workplace as usual as quickly as possible, it's best to avoid rushing stressed, traumatized employees back to work. In suchsituations, employees are not able to focus on their jobs until they have a handle on their situation, and they deserve the time and support ittakes to get there.

Wellness Centre
HC Team have constituted an employee wellness center where employees may relax and take short breaks to increase productivity. This is oneof the creative ways HC Team has opted to boost employee productivity and increase job satisfaction. The wellness center is a private area ofoffice where an employee can escape to avail a vital break from others in the open spaces of the office.

Yoga Session
SATYA continually redefines its staff wellness
initiatives considering the need of the hour. To
promote productivity, decrease sick days,
improve memory, reduce weariness, raisemental clarity, strengthen muscles, reducestress, and increase job happiness, multiple
offline yoga sessions were organized in
premises of SATYA at regular time intervals.
(Wellness Centre)(Yoga Session)(Gym Facility)(Onsite Medical Room)

Gym Facility
Given the potential health issues which arise
from sedentary lifestyle and working hours,
SATYA offers its employees a completely freeof cost gym facility at the headquarters sothat they maintain a healthy lifestyle and meettheir fitness objectives. By implementing thisgym facility in the office, SATYA intends tohelp employees release this workplace stresswhich releases norepinephrine hormones.
This in turn culminates in reduced stress,enhanced mood, and better brain function.

Onsite Medical RoomSATYA has a particularly constructed on-site medical facility which is supervised by a licensed doctor and furnished with a glucometer, bloodpressure monitor, physiotherapy chair, and generic medications. This facility provides preventative health care and treatments to the whole
SATYA task force, making it possible for workers to receive immediate attention for regular health issues. The on-site medical room has
particularly proved beneficial in decreasing the number of off-site, health-related, patient care visits among employees of SATYA.

MONTHLY BIRTHDAY CELEBRATIONSAge is one tangible measure of just how far a person has come. At SATYA, employee birthdays
celebrations matter and HC Team in SATYA know how to channel power of birthdays to bolster
employee morale and engagement. Monthly birthday celebrations are an absolute way oftelling the employee that SATYA as a workplace care about them. On every last working day ofthe month, a celebration party of all those employees whose birthday falls in that particularmonth is organized and is celebrated with all the employees of at corporate office.

CRICKET TOURNAMENT
Talent is the only factor that matters, without any room for divisions based on geography,
ethnicity, culture, gender, or other factors. With this belief, we at our organization organizedthe "Late Vijay Lakshmi Das Memorial Cricket Championship" during FY 2022-23.
Additionally, we also organize other enjoyable cricket tournaments at regular intervals. The
creation of this sports league has encouraged our employees to actively participate, boostingteam engagement, identifying new leaders, and combating stress. The great thing aboutbonding through the Cricket Tournament is that it brings together not only the staff, but all
members of the SATYA community, regardless of their job roles. We put aside any hierarchies
and compete on the field. Over time, this event has evolved into a platform that allows
everyone in the company to connect with each other in a more open and personal way.

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FESTIVAL CELEBRATIONS

Festivals hold significance in both personal
and professional settings, whether it'scelebrated with families at home orcolleagues at work. They offer a special
chance for companies to foster motivation
and boost employee morale. Throughorganizing events and celebrations, we aim
to promote positivity and enthusiasm in ourwork culture. This increased motivation andsense of belongingness among employees
contribute to improved productivity andteam-building behaviors.

CORPORATE CAR POLICY(Diwali Celebration)
FINANCIAL STATEMENTS

SATYA MicroCapital furnished corporate cars
to its hardworking employees so that they can
carry out their professional and personal tasks.
SATYA distributed as many as more than 7 cars
to its employees along with drivers for theirconstant support and expendable
contributions to the company. Along with theimplementation of this initiative involving
considerable economic savings, this car policy
also enabled employee's mobility and sense of
belongingness.

IMPLEMENTING IDEA (Inclusion, Diversity, Equity, & Accessibility)
At consistent time intervals, SATYA keeps modifying its comprehensive IDEA (Inclusion,
Diversity, Equity, & Accessibility) strategy. The MFI (Micro Finance Institution) realizes the valueof a workforce channeled by IDEA and makes it a point to foster a culture which supports it.
This yields in driving cohesive implementation and accountability across the organization whichpaves way for greater, more concentrated, and dedicated focus on compliance and mitigation,
as well as IDEA accountability, competencies, and transparency.

(Holi Celebration)

In view of the same, SATYA launched SATYA's Got Talent acknowledging the presence of unity
in diversity in its ecosystem. It is a unique platform for all employees to showcase their hidden
talents like Dance, Singing, Mimicry, Poetry, Painting etc. It reinforced positivity and enthusiasm
among employees along with inducing a sense of belongingness between SATYA and its
employees.
Alongside, there is also a provision of extending leaves up to 2 months as per the requirement
after taking maternity leaves for female employees. A woman employee might not be able toreturn to work as soon as expected after her maternity leave period. Motherhood seldom takes
an emotional, physical, and mental toll on new mothers in particular. As stipulated by theMaternity Benefit Act 1961, SATYA as a responsible employer grant all its female employees
additional leave days until she is able to return. This not only ensures that her wellbeing and her
baby's are secured, but also that she is able to return to a workplace that supports and assists
her on this big transition. Whether a woman is a first-time mother or a seasoned parent, it isalways an added benefit to have the support of her employer.

CORPORATE OVERVIEWSAFAL SUTRA
To create an internal employee capacity building and leadershipdevelopment program that strives to discover the greatest
human capital inside the firm, SATYA launched Safal Sutra.
Employees at Safal Sutra are given a defined career path and theopportunity to advance within the business environment. This
leadership development program's main objective is to givequalified personnel the skill sets they need to succeed in their
existing positions. The current emphasis is on enhancing the Sr.
EDOs' (Entrepreneurship Development Officers) competence inpreparing for their competent advancement to the next designation as Branch Manager. Till
date, SATYA has successfully conducted 8 batches of Safal Sutra program where a total of 284
employees participated, 258 qualified and 227 have been successfully promoted to BranchManager. At the second edition of the Distinguished NBFC Awards in 2022, Banking Frontiers
recognized SATYA as the "Winner" in Best Leadership Development Initiative in recognition ofthis innovative program.

2022-23

STATUTORY REPORTS

2023(Independence & Republic Day)

(Christmas Celebration)(Women's Day)

37

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DIGITIZING HC PROCESSESSATYA has also leveraged the advent of technology for enhanced
productivity, efficiency, and ease of implementation for its employees at a
rapid pace. Processes that were once manual and time-consuming are now
executed in a quick and efficient manner with digital tools, applications, andsystems. Incorporating technology in the workplace helps the employees domore with fewer efforts. This saves both their time and energy, which they
can confer upon some other work. Therefore, enabling them to take proper
decisions to ensure an enhanced workforce.
SATYA reckons that efficient human capital management has become theneed of the hour and it is an important element which makes an organization
work efficiently. Aligning with this thought approach, SATYA has integrated
Human Capital Management technology (hereafter HCM) via Zing HR software which aids HC departments in various tasks, such as capitalmanagement, data storage, analysis, and maintenance, and administrative support.
Furthermore, SATYA is also amidst the process of developing its in-house Human Capital Management software to streamline theseprocesses by automating uniformly recognizable patterns of behavior and performing effectively for the employees. The HCM software willentail the capacity to carry out many of these functions and be accessible to all members tied to an organization: stakeholders, managers,
employees, and, of course, HR personnel. This will also bolster employee experience, easy accessibility to data and cloud technology.

TOP 50 INDIA'S BEST WORKPLACES IN BFSI 2023
SATYA was also recognized as one of the Top 50 India's Best Workplaces in BFSI 2023. This is the sheer exemplification of SATYA's commitment
to demonstrate responsible leadership and foster employee wellbeing. A total of 153 organizations in the BFSI sector undertook thisassessment organized by Great Place to Work. Based on a rigorous evaluation, SATYA secured its position in the Top 50 organizations among
India's Best Workplaces in BFSI 2023. This recognition indicates that SATYA excels both in robustness of its people's practices and act on
feedback received to create a culture of trust. The Human Capital Department at SATYA has played an integral role in embarking andcontinuing this journey towards building and sustaining a High-Trust, High-Performance Culture.

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FINANCIAL STATEMENTSSTATUTORY REPORTS

CORPORATE OVERVIEW

GPTW CERTIFICATION
We are delighted to announce that SATYA has earned the Great Place To Work (hereafter GPTW) certification for the past two years in a row.
Having GPTW Certification is the first step towards understanding how your employee experience stacks up and in being acknowledged forthe great workplace one has created. This is undoubtedly the most definitive Employer of Choice certification that firms seek to attain since itis regarded as the Gold Standard in discovering and recognizing Excellent Workplace Cultures. The annual certification recognizes SATYA's
efforts to enhance employee's safety and well-being and to build a work culture of high performance, trust, and superior comfort. The
esteemed certification is solely determined by what employees have to say about their work experience at SATYA.
The recognition reflects SATYA's extraordinary workplace environment, which cultivates a trusted work culture of excellent performance andinstills qualities of credibility, respect, fairness, pride, and camaraderie among its employees. This accreditation reaffirms "TEAM," one of
SATYA's basic ideals that serves as an essential part of its essence.

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EMPLOYEE SPEAKS

Prakashanand Yadav(SH, Operations)
SATYA is exceptional due to its highly efficient top management and industry experts. People arededicated and determined here to perform their duties and bring a positive change in the lives ofunderprivileged people, especially women. Employees get myriad opportunities to learn and grow as
they receive guidance and support from experts. I am genuinely thankful to SATYA for providing mewith such a brilliant platform for contributing to society and growing simultaneously.

Jay Prakash Pathak(BM, Operations )I have been part of SATYA since August 2019. I gained extensive industry exposure and am happy towork as a member of the SATYA family. As we conduct most of our operations in rural areas, I learned
the significance of the "human touch" in understanding the ethos and socio-economic
circumstances of the Clients. Our highly efficient top management is incredibly supportive and gives
us the leeway to work independently.

Santosh Kumar Yadev(Sr. EDO, Operations)
I joined SATYA as Sr. EDO in the Motihari branch, Bihar, and since then, I have been part of the SATYA
family. I learned a lot and evolved as a seasoned employee of the organization. My association withSATYA has uplifted my life, and it has been an enriching journey both on my professional and personalfronts. I am financially independent, and my heart fills with joy to see the happy faces of my family
members. I am grateful to SATYA for giving me a purpose in my life.

Arvind Narayan Tripathi(ZM, Operations )The best part of working at SATYA is its transparent and supportive work culture, where we canperform our duties in peace. SATYA offers work flexibility to employees, which is very relevant in themodern period. The collaborative environment of the enterprise takes away our stress and workload. I
have always received support, guidance, and opportunities from the company to excel in myprofessional life. I am really grateful to be part of the SATYA family.

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2022-23CORPORATE OVERVIEW

Ravina Tandon(Dy. Manager, Secretarial)

STATUTORY REPORTS

In SATYA, I have gained good learning and hands-on experience in compliance, specifically in thesecretarial department. As a compliance department we face many challenges with various
regulatory authorities or shareholders, but SATYA as a company has provided us the independence tohandle such matters with utmost diligence. The team and management at SATYA are very kind andhelpful, working with them has truly been a game changer for me. I had left the organization in 2021
due to some personal reasons after gaining work experience of 2.5 years and thereafter the best partI really appreciate about the company is that they gave me the opportunity to rejoin this organizationeven after a gap of 6 months. I would be really grateful to SATYA for giving me this opportunity to workwith such an enthusiastic and hard-working team. Working for this company is undoubtedly the best
decision I have ever made.

Vivek Muskan(RM, Operations)
FINANCIAL STATEMENTS

My long and awesome journey with SATYA started in 2019. I joined as an ACM and steadily rose to mycurrent position. At SATYA there is a strong emphasis on process, policies, and cost consciousness.
The discipline and rigor helped me in building my professional and personal life. SATYA is a great place
to work as the senior management and colleagues are very supportive. The work culture, respect forcolleagues and emphasis on teamwork have all contributed to SATYA being recognized as one of thebest companies to work for in India. On the personal front as an individual, working with SATYA has
made me positive and more confident. The confidence has helped me become a strong and effective
team leader.

RAVI KUMAR(CH, Operations )A home away from home is an apt description of SATYA. Employee friendly work environment, senseof belonging to a big family where everyone stands by you in critical situations and close bonding withcolleagues are attributes that have kept me going in this organization. The training and learning
programs conducted frequently instilled confidence in me to take up senior roles. With a wide
presence across India and the reputation it enjoys among clients, SATYA is a place to be if one isinterested in working in the rural heartland, where a vast majority of Indian population resides. I reallycherish working with SATYA. It has helped shape my personality and made me what I am today –confident and an achiever. Thank you, SATYA!!

Varsha Kumari(Sr. Manager, Human Capital)
Whatever I am today is because of SATYA. I too started from small like SATYA and today I am proud tohave grown into a senior role. The company also by grew leaps and bounds to become one of India's
largest financial services companies. The best thing I like about SATYA is that it helps the poor women
break free from the vicious cycle of poverty and become financially independent. The company takes
good care of women employees and I always felt that I was part of one big family. SATYA changed mylife and transformed me as an individual. It gave me an identity and a purpose in life for which I will be
eternally grateful.

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26th - 27th FEBRUARY 2023
P L AT I N U M PA R T N E R

ASSOCIATE PARTNER

M E D I A PA R T N E R

R A D I O PA R T N E R

Pullman, Aerocity
IGI Road, Airport, New Delhi 110037@SatyaMicroCapital@SatyaMicro@SATYAMicroCapitalLimited@SATYAMicroCapital

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2022-23.

The highlight of Vihangam 2023 was the "Rewards and Recognitions (R&R)" session, where the outstanding performances of employees
throughout the year were acknowledged under more than 20 categories. SATYA Microcapital takes pride in recognizing the dedication andhard work of its employees and providing a supportive work culture that encourages personal and professional growth.

Navratna Awards

Mada Madhava Rao(Circle Head - South)

Vandita Kaul
(Chief Financial Officer)

KK Mishra(Head - SPM)

Adhering to the esteemed intellectual tradition set by SATYA, Vihangam 2023 saw Navratna Awards being bestowed upon Senior
Management Team Members: Mr. Mada Madhava Rao, Ms. Vandita Kaul, and Mr. KK Mishra for their exceptional dedication and unwavering
passion towards SATYA.

Depa ment Of The YearSATYA's employees, team, and workforce
are its most valuable assets. Acknowledging
the profound influence that a department
has on SATYA's growth trajectory, theF i n a n c e , a n d C o m p a n y S e c re t a r i a ldepartments were honored with theprestigious Department of the Year award
for FY 2022–23. Mr. Sanjay Goel, Deputy
CFO & Head of Finance, and Mr. Choudhary
Runveer Krishanan, Chief Compliance
Officer & Head of Company Secretarial,
were recognized and felicitated along with
their respective departments.

Company Secretarial

Finance

1243

FINANCIAL STATEMENTSSTATUTORY REPORTS

The festive event commenced
with a ceremonial lighting of thelamp in reverence to Shri Sahibji
Satguru Madhu Paramhans ji.
Additionally, the evening was
made special with an online
spiritual session by him, during
which he bestowed his blessingsand shared profound insights on
the authentic nature of a Soul.

CORPORATE OVERVIEWSATYA Microcapital Ltd. celebrated its annual event "Vihangam 2023" on 27th Feb 2023 with over 1000 employees from across India. The
event marked the successful completion of 6 years of SATYA's operations in the microfinance sector in 2022 and the achievement of a4000 Cr. portfolio. On account of this achievement, SATYA honored its employees who have contributed to the organization's growth andsuccess. It was a resounding success, bringing together employees from across India to celebrate their achievements, recognize outstanding
performances, and foster a culture of appreciation and motivation.
However, with a task force of over 4500 employees, it becomes difficult to recognize each talent in one day, so SATYA organizes a unique oneday state-wise celebration called Pragati Path series to connect and celebrate the achievements of all its employees. The series aimed tostrengthen the relationship between field staff, state office staff, and higher management to inspire employees to continue their excellent
work while recognizing their valuable contributions to their teams and the company's success. In the FY 2022-23, Pragati Path was organised
at 6 difference locations, starting on October 2022 and concluding on December 2022.
It was a resounding success, bringing together employees from across India to celebrate their achievements, recognize outstanding
performances, and foster a culture of appreciation and motivation. The event demonstrated SATYA's commitment to recognizing andnurturing its employees' potential, as well as its dedication to creating a positive and inclusive work environment.

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SATYA places great importance on acknowledging and rewarding employees for their efficient operational performance, adherence to good
governance, commitment to customer protection principles, and client-centric practices, all while driving financial inclusion nationwide. In
recognition of their exceptional performance, Mr. Ravi Kumar was honored as the "Circle Head of the Year," while Mr. Prakashanand Yadav(Bihar), Mr. Rajesh M (Tamil Nadu & Puducherry), Mr. Vinay Kumar Pandey (UP East) and Mr. Raghwendra Singh (UP West & UK) were recognized
as the "State of the Year" awardees.

Best Pe ormance - State HeadPrakashanand Yadav
Bihar

Rajesh M
Tamil Nadu & Puducherry

Vinay Kumar Pandey
UP EastRaghwendra Singh
UP West & UK

Circle Head Of The YearBest Branch-Head

Ravi Kumar

Upender Yadav

During the R&R session, employees who displayed exemplary leadership qualities, and went above and beyond in confronting challenges andseizing opportunities were felicitated. The event was attended by the employees' families as well, further reinforcing SATYA's commitment toacknowledging the contributions of employees and their loved ones. Recognizing the efforts and the loyalty they have exhibited towards thecompany, SATYA rewarded the staff under various categories: Best Performance-Circle Head, State Head, Zonal Manager, Regional Manager,
Crisis Manager, Best Overall Performance- Branch, Champions Trophy- Digital Collection Branch, Branch Head, Achievers Trophy-Branchwith highest OD reduction, SATYA's Future Leader, MD's Special Recognition, SATYA's Emerging Leaders Award, SATYA's High Flyer Award,
Hidden Gems of SATAY, Top Collection in AM and CCM and Most Consistent Performer-SATYA Samvaad.

Best Pe ormance - Zonal Business Head (ZBH)

Arvind Narayan
Tripathi
Begusarai

Dharmendra Kumar
Yadav
SO-Varanasi

Sandeep Kumar
MishraSO-Varanasi

Manoj Kumar
Singh
ChhapraBiplab
Bha acharjee
SO-Kolkata

Manish Kumar
Singh
Dhanbad44

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STATUTORY REPORTS

CORPORATE OVERVIEW

Pillars Of SATYATop 51 EDOs

FINANCIAL STATEMENTS

SATYA recognizes the significance of EDOs (Entrepreneurship Development Officers) in ensuring
seamless functioning as they act as crucial touchpoints between the organization and its
customers, serving as representatives in the field and facilitating groundwork such as customer
acquisition, retention, and satisfaction. In appreciation of their exceptional performance, SATYA
rewards the top 51 EDOs across the country to acknowledge their hard work and contributions.

During the event, Mr. Vivek Tiwari, MD, CEO, and CIO,
addressed the audience, summarizing the essenceof the celebration as a representation of learning,
enjoyment, and engagement. He highlighted theachievements of SATYA over the years andreiterated the company's comprehensive principles
that have guided its growth in the microfinancesector. Mr. Tiwari also praised the team's high morale
and team spirit, motivating them to continue theirefforts in fulfilling the company's vision. He further
emphasized SATYA's unwavering commitment toserving the people at the bottom of the pyramid in
today's competitive market and acknowledged the
crucial role played by the company's 4500+
employees in its growth over the past six years.

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fter organizing two successful editions, SATYA MicroCapital Ltd. recently organized third edition of Vijayalakshmi Das EntrepreneurshipAwards on 26th February 2023 in New Delhi which felicitated women microentrepreneurs nestled across rural boundaries in nation. The
awards primarily felicitated those women who contributed significantly towards scaling the national economy and gratifying theGovernment's vision of Aatmanirbhar Bharat. The ceremony took place at Pullman Hotel, Aerocity, New Delhi. The award function witnessed
the magnanimous virtual presence of 4000+ attendees supplemented with the physical presence of 1200+ guests. The ceremony wasorganized in association with ICICI Prudential Life Insurance and Aditya Birla Health Insurance as Platinum Partners, 92.7 Big FM as Radio
Partner, Pramerica Life Insurance as Associate Partner, and SheThePeople as Media Partner. The third edition of Vijayalakshmi Das Awards also
saw the presence of esteemed Board of Directors – Mr. Taejun Shin, Mr. Navin Surya, Mr. CP Mohan, Ms. Surekha Marandi, Dr. Deepali Pant Joshi
and Dr. Ratnesh Tiwari.
The extended theme of awards also lies at the epicenter of tribute to Mother of Indian Microfinance Industry - Late Mrs. Vijayalakshmi Das. She
was a pioneer in Indian microfinance landscape and is acknowledged for her impeccable contribution to the sector. Also known as Madam Viji,
not only broke substantial stereotypes affixed in the conventional Indian society suppressing women, but also served as the helm of inspiration
for many women through her modest personality and holistic approach.
The ceremony had Sunil Ojha – Founder, Bal Kundan Foundation, Darhauli Dham Varanasi as Chief Guest. Among other eminent guests were
Mr. G P Mishra, Mr. Sitaram Narnolia, Mr. Rajib Dandotia, Mr. Jitendra Chaudhary, Mr. Naresh Sharma and Mr. Rajesh Gautam.
The evening witnessed panel discussion on Reviving Rural Economy & Livelihoods through Power of Women Empowerment and Technology
which was moderated by Dr. Alok Mishra (CEO – MFIN). This was indeed an insightful session which was presented by eminent women leaders
like Ms. Poonam Shroti (Founder - Uddip Social Welfare Society), Ms. Rajalakshmi Srinivasan (Director – Site 24x7 and Zoho Corporation Pvt.
Ltd.), Dr. Kirti Kale (renowned poetess and writer), Ms. Veena Gupta (Founder Seam Group and India's 1st female bodyguard) and Ms. Shaili
Chopra (Founder – SheThePeople and Gytree).
The guestlist was not only limited to women trailblazers but also entailed the who's who from Indian BFSI space. The second panel discussion
was attended by Mr. Manoj Nambiar (MD, Arohan Financial Services), Mr. Sadaf Sayeed (CEO, Muthoot Microfin), Mr. Mahesh Payannavar (ExHead NBFC Business, IDFC First Bank), Mr. Manoj Gulati (ED, Water.Org Inc), Mr. Rakesh Dubey (Founder, Sagacia Growth Partners LLP) andwas moderated by the independent director of SATYA, Dr. Deepali Pant Joshi (Ex-Executive Director - RBI).
The evening hosted multifarious motivational sessions by notable personalities like Rachana Chaurasia - 8th Dan Black belt International Master
Instructor and Secretary General- Taekwon-do Association of INDIA; Ms. Ranjana Kumari - Director of Centre for Social Research in Delhi. The
event was also attended by the benign presence of eminent personalities from the world of sports, finance, Government of India including exRBI former directors, Google Icons, Padma Shree Awardees & many more.
The categories of these prestigious awards are specifically curated to feature the outstanding leadership and achievements demonstrated by
women entrepreneurs across the Indian microfinance sector. The year's Vijayalakshmi Das Entrepreneurship Awards recognized womenleaders and entrepreneurs across various business categories like Manufacturing, Agri Production, Textile, Information Technology Industries.
Vijayalakshmi Das Entrepreneurship Awards 2023 were bagged by Suman Nainwal – Leader of the Year; Ms. Paluri. Padmavathi, Ms. Anita
Kumari, Ms. Dibhya Rekha Mallick in the Medium Enterprise Category; Ms. Swapnali Satpute, Ms. Alka Sinha Soni, Ms. Anuradha in SmallEnterprise Category; Ms. Jyothsna Karingula, Ms. Sarmista Ray, Ms. Ambika Bai Vaishnav in Micro Enterprise Category.
Underlining the essence of Vijayalakshmi Das Entrepreneurship Awards, Vivek Tiwari, MD, CEO & CIO, SATYA MicroCapital said, “It is a matterof extreme pride and privilege to honor women microentrepreneurs who are trailblazing our society like no other continuously for the thirdtime in a row. Recognizing and applauding their triumphs will certainly catapult budding women entrepreneurs to face the challenges,
establish their presence and achieve success with flying colors. Additionally, it will also instigate the aspiring women micro entrepreneurs toadvance their fundamental code of business to conquer an extraordinary level of entrepreneurship. The change all these women are trying tochannelize in the lives of all those associated with them is commendable. I extend our heartfelt congratulations to all the winners as SATYA
salutes their fervor and dedication to successively operating their business ventures.”46

Annual Repo

2023

2022-23CORPORATE OVERVIEW

Winners of
Vijayalakshmi Das Entrepreneurship Awards 2023
LEADER OF THE YEAR - WINNER
Ms. Suman Nainwal, U arakhand
Winning Prize Rs 1,51,000/-

Owner - Gauraaj
Handmade organic products providing employement to
5 women & trading oppo nities to nearly 150 women.

1st Runner Up

2nd Runner Up

Ms. P.Padmavathi,
Andhra Pradesh
Winning Prize Rs 1,00,000/-

Ms. Anita Kumari,
Bihar
Winning Prize Rs 50,000/-

Ms. Dibhya Rekha Mallick,
OdishaWinning Prize Rs 25,000/-

Bhanodaya Kalamkari Paintings
Kalamkari Paintings providing training to
1,000 people, employment to
90 women & 10 men

Madhopur Farmers Producers Company
Mushroom farming providing
employment to 570 women

FINANCIAL STATEMENTS

WinnerSTATUTORY REPORTS

ENTREPRENEUR OF THE YEAR - MEDIUM

Typof Technologies
Cloud based SaaS for building
e-commerce website site providing
employment to 5 women & 11 men

ENTREPRENEUR OF THE YEAR - SMALL
Winner

1st Runner Up

2nd Runner Up

Ms. Swapnali Satpute,
Maharashtra
Winning Prize Rs 1,00,000/-

Ms. Kumari Alka Sinha Soni,
Jharkhand
Winning Prize Rs 50,000/-

Ms. Anuradha,
Uttar Pradesh
Winning Prize Rs 25,000/-

Swapnali Garments
Garment manufacturing businesswith inhouse tailoring unit providing
employment to 20 women

Sharda Enterprises
Soap manufacturing factory providing
employment to 9 women

Lalitpur Mahila Kisan Producer Co. Ltd
Agricultural produce company
supporting small farmers providing
employment to 25 women

ENTREPRENEUR OF THE YEAR - MICRO
Winner

1st Runner Up

2nd Runner Up

Ms. Jyothsna Karingula,Telangana
Winning Prize Rs 1,00,000/-

Ms. Sarmishtha Ray,
OdishaWinning Prize Rs 50,000/-

Ms. Ambika Bai Vaishnav,
Chha isgarh
Winning Prize Rs 25,000/-

Satyavati Food Products
Manufacturing of natural chemical free,nutritional value added products providing
employement to 5 women

Shree Enterprises
Badi & papd making factory
providing employement to 2 women

Vomkatraman Kuteer Udyog
Manufacturing setup of disposable utensils& tableware providing employement to 2 women47

Annual Repo

2022-23

TRAINING & DEVELOPMENTI

n today's forward-thinking business environment, training and development are essential components. Employee performance is improved,
new skills are acquired, performance is improved, and productivity is increased.

The fact that one of the 5Ts that form the foundation of SATYA's is training serves as an example of the significance of training. Every employeeof the Head Office, State Offices, and Branch Offices receives in-depth training, which is facilitated by a qualified team of skilled instructors.
With adopting the PIE (Practical, Interactive, and Entertaining) paradigm, training has become more focused on learning through interactive
games, group projects, and presentations. SATYA uses a hybrid method for assessment that emphasises group projects, presentations, and awritten test at the end of the course. Each training is followed by an open feedback session where any adjustments needed to improve its
efficacy are made.

INDUCTION TRAINING PROGRAM
A five-day induction training session is scheduled for all new hires, and only after the successful completion of the session their job role isassigned to them.
A detailed understanding of SATYA as an organisation, its culture and values, operational services model, loan products, and related
procedures are provided to trainees during induction training, in addition to a thorough overview of the Microfinance industry. Our team is also
trained to empower rural communities by guiding our clients on important subjects like financial literacy, financial discipline, financial inclusion,and maintaining a good credit history.

REFRESHER TRAINING PROGRAM
Refresher training sessions for employees are also often provided. Refresher training programmes are essentially a type of retraining that istaken by employees who are already qualified or have been found to be competent in the field with the goal of updating skills and/or knowledge
to a changed standard or giving them the opportunity to ensure that no significant skills or knowledge have been lost due to lack of use.
This helps them with the following benefits :1. Increased Employee Efficiency and Confidence
2. Reduced Mistakes
3. Fostering a Culture of Continuous Learning
4. Creating Parity in Employee Knowledge
5. Promoting Excellence
6. Achieving Compliance
7. Helping to Identify Skills Gaps
8. Increased Employee Retention (Less Turnover/Churn)
9. Increased Awareness of New Products, Trends, andMarketplace Information
Training of Trainers (TOT) is occasionally held at Head Office tocontinuously improve and update the abilities of State Officetrainers.

CAPACITY BUILDING PROGRAM
In addition to monthly induction and refresher trainings, SATYA also conducts the following annual capacity building programmes :1

POSH Training

2

CGRM Training

3

EGRM Training

4

Product Training

5

Code of Conduct Training

6

Risk Management Training

7

Excel Training

8 Disaster Management Training

9

Need based Training

12

Timely Product/Policy/
Process Update Training

10

Leadership Development
Programme

11

Combating Financial Terrorism/Anti Money Laundering Training

SOFT SKILL TRAINING
There are many benefits of soft skills training for employees as it equips them with the confidence to communicate, speak in public, resolve
challenges, and take advantage of all growth opportunities. These training enables professionals to work effectively in teams, delegate better,
give feedback, accept feedback, and motivate each other to achieve organisational goals. It helps professionals work as a unit and be a leader
at the same time. At SATYA, we train our staff on :1.

Behavioural Training

2.

Dress Code3.

Time Management

4.

Team Building

5.

Anger/Stress Management6.

Conflict Management

7.

E - Mail Etiquette48

Annual Repo

2023

2022-23

5,273

Capacity Building
Programmes

737

Refresher
Training

4,827Soft Skill Training
Programmes

5,273

STATUTORY REPORTS

Induction
Training

CORPORATE OVERVIEWEMPLOYEES TRAINED UNDER VARIOUS PROGRAMMES DURING FY 2022 – 23:
At SATYA we ardently believe, “Number Speaks Louder Than Words”.

TRAINING INITIATIVES TO BE TAKEN DURING FY 2023 – 24

FINANCIAL STATEMENTS

1. Learning Management System : SATYA has implemented advanced
learning management system "DAKSH" that makes it simple tomonitor staff skill development objectives, employee dashboards, andtraining programmes. It also meticulously monitors training records. It
offers a tonne of advanced features, including training scheduling,
Training Need Analysis Form, notification of recent updates andcirculars, tagging for behavioural and performance concerns,
automated reports etc.
2. Knowledge Platform – Earn by Learn : This initiative has been taken
to make employee habitual of the continuous learning process. They
receive daily stuff to read, following which they respond with polls. Thisis the daily learning exercise that they participate in.
3. Deputation of Zonal Trainers : We are employing a trainer in every
zone (i.e., one trainer for every 8-10 branches) owing to the staff's
ongoing training needs and to prepare them for SATYA's future
ambitions. Furthermore, this satisfies the need for vernacular trainingof employees operating in different states and remote offices.
4. Video Training Content : The SATYA Training Team, in collaboration
with the e-learning team, is in the process of transforming all training
content to audio-visual format. Short videos of three to five minutes induration are being created to cover a topic thoroughly and precisely inregional languages.
5. External Trainings : SATYA has enrolled its employees in a few
renowned external training programmes from recognisedorganisations / institutes for enhanced comprehension, capacity
building, skill growth, and exposure.
6. Soft Skill programmes /Capacity Building Programs : Like last
financial year, the training team is concentrating on implementing an
increasing number of soft skill programmes/Capacity Building
Programs for the overall development of employees.
7. Guest Speaker Sessions: Every Quarter, SATYA Training Team intends
to host a visitor from the outside, an industry peer, who will share theirperspectives on a topic important to the employees and theirprofessional requirements.

49

Annual Repo

2022-23

MARKETING & COMMUNICATIONS

M

arketing and Communications department (hereafter MarComm)
substantiates that SATYA always works in tandem with the industrial
advancements by fostering an integrated narrative for bolstered brand value. SATYA
uses advanced branding strategies for establishing a robust rapport with its internaland external stakeholders which in turn mutually benefits both parties and instigatesthe company to fulfil its vision at a much faster pace.
To maintain SATYA's progressive brand representation across the microfinanceindustry, media, and social media platforms, the MarComm team actively facilitates
the efficient integration of promotional activities and branding projects. MarComm also functions as the principal voice of SATYA. The
department works with all extrinsic aspects that may impact the organization's functionality, performance, profitability, and competitiveness.
MarComm plays an intrinsic role in promoting SATYA's business values within and beyond the organizational dimensions.
Major responsibilities of the department embrace efficient acceleration of internal and external communications, branding & event
management, media & public relations, website management, responsible social media engagement & outreach.

INTERNAL COMMUNICATIONS
The department assures that crucial information in comprehensive context reach the employees timely to establish and maintain acommunication channel within the organization. Furthermore, the department also manages designing and developing content for
multifarious digital and print publications, including company pamphlets, banners, regulatory policies, advisory notices, circulars, newsletters,
emailers, important announcements, top management messages, and multimedia content.

EXTERNAL COMMUNICATIONS
The department also serves as a communication nexus between the company and a multitude of external prospects, notably clients,
investors, and the community at large. The team directly regulates and disseminates communication material like unified letters, reports,
corporate & investor presentations, information memorandums, award nominations, questionnaires, surveys, case studies and much more.
This enhances alignment of SATYA's image from inside out thereby fostering trust in the MFI space.

SOCIAL MEDIA MANAGEMENT
MarComm team is also integrally responsible for managing SATYA's online presence on social media platforms like Facebook, LinkedIn, Twitter,and YouTube by creating, publishing, and analysing content relevant for organization's publics. Managing social media of SATYA also includes
engaging and interacting with its social media users, followers, and subscribers. This has indeed developed a stronger value proposition byenabling SATYA's presence in the world of social media and demonstrating prospects that SATYA cares.

BRANDING & EVENT MANAGEMENT
Branding at SATYA involves projection and maintenance of its cohesive image and designing all the corresponding collaterals to align with thesame. By virtue of its finest and enriching branding techniques, the department takes the lead in organizing a vast multitude of events,
webcasts, milestone & festive celebrations, cultural programs at SATYA, like - Annual Day, Vijayalakshmi Das Entrepreneurship Awards,
Strategic Meet, Women's Day Celebrations, Business Review Meet, Holi, Diwali, etc.
Navratna Coffee Table Book – Edition 1
Acknowledging excellence in business and ethical landscape, SATYA launched Navratna
Awards back in year FY2016-2017. Till date, SATYA has announced 5 editions of Navratna
Awards which has honoured 25 employees for their outstanding work and exemplary behavior.
Each awardee is a source of inspiration in its own emblematic way for other team members.
Navratna Coffee Table Book is SATYA's testimony of appreciation and gratitude towards theseamazing employees who have made their mark in SATYA. This has channelled additional socialand prosocial interaction across organizational hierarchy. The first edition of this niche coffee
table book was unveiled during SATYA's gala annual day celebration - Vihangam thronged by
who's and who of the industry on 26th February 2023 at Hotel Pullman, New Delhi.
This coffee table book is success story to emphasis the journey of featured leaders. Frompersonal to professional attributes, this book is a perfect deep dive entailing fascinating
insights of the awardees.

50Annual Repo

2023

2022-23CORPORATE OVERVIEW

Leadership ProfilingThis year also the team continued its focus on profiling of leadership team. This ensured thateverything they did and said support the organization and management. This however, cut
through the noise and got the attention of our peers. It essentially also highlighted thecommercial, rational, and holistic aspects of successful microfinance organization. Giving
platform to those indispensable part of our organization who navigate the direction of eachdepartment boosts self-confidence, recognition, and camaraderie.

MEDIA & PUBLIC RELATIONSSTATUTORY REPORTS

The department conceptualizes and implements slew of public relations initiatives formaintaining, promoting, and protecting SATYA's reputation. This includes opinion articles,
brand posts, awards & accolades, interviews, webinars, crisis management, distribution ofpress releases across conventional and contemporary media channels. MarComm
constructively supervises and assesses public attitudes, maintains mutual relations andunderstanding between SATYA and its public. It advances channels of communication andinstitute new ways of disseminating information and ensuring comprehension.

FINANCIAL STATEMENTS

Our Social Media Presence

23,81020,543

4,265

1,058

51

Annual Repo

2022-23

AUDIT
INTERNAL AUDIT FUNCTION
The Company has put in place an adequate internal audit framework to monitor the efficacy of internal controls with the objective of providing
to the Audit Committee and the Board of Directors, an independent, objective, and reasonable assurance on the adequacy and effectivenessof the organisation's risk management, control, and operations. Internal auditing at the Company involves the utilisation of a systematic
methodology for analysing business processes or organisational problems and recommending solutions to add value and improve theorganisation's operations. The audit approach verifies compliance with the regulatory, operational and system related procedures andcontrols.

AUDIT COVERAGE
With the expansion in SATYA's operational geography, the need for audit department to carry forward the governance process effectively has
increased. The Audit team is responsible for the examination and evaluation of processes, policies, and internal controls both at head officeand branches. Any observed deviations and gaps are reported to the Audit Committee and Management along with the recommendations forthe compliances. In Q1 of FY2022-23, the department has audited 324 branches out of 338 active branches. In Q2 of FY2022-23, thedepartment has audited 334 Branches out of 348 active branches. In Q3 of FY2022-23, the department has audited 340 branches out of 385
active branches. In Q4 of FY2022-23, the department has audited 413 branches out of 450 active branches. The coverage of the audit has
been 100% (auditable branches) Quarter-On-Quarter for the FY 2022-23.

ROLE OF AUDIT COMMITTEE
The Audit Committee of the Board oversees the Internal Audit function of the Company. The Audit Committee reviews the adequacy andeffectiveness of the Company's Internal Control System, including Internal Financial Controls and monitors the implementation of audit
recommendations including those related to strengthening of the Company's risk management policies and systems. Internal Auditor
presents the findings of Audit and Compliance Status on a Quarterly Basis for the scrutiny of Audit Committee of Board.

TECHNOLOGICAL INTERVENTION
With the technical upgradations in the organization, the Audit team has also started working on its software to shift from their old excel based
platform. The software will assist in smooth functioning of both the desktop and mobile versions. We are affirmative to have this software on
board and its implementation as Audit Tool.

52

FINANCIAL STATEMENTSSTATUTORY REPORTS

CORPORATE OVERVIEWAnnual Repo
2022-23

SATYA IN THE NEWS

53

2023

Annual Repo

2022-2354

STATUTORY REPORTS

CORPORATE OVERVIEWAnnual Repo

FINANCIAL STATEMENTS

2023

2022-2355

2023

Annual Repo

2022-23

56

Annual Repo

2023

2022-23

BOARD’S REPORT

20

23

57

Annual Repo

2022-23

BOARD’S REPORT
Dear Shareholders,Your Board of Directors (the “Board”) take pleasure in presenting the 28th Annual Report of SATYA MicroCapital Limited (the “Company”)
together with the Audited Financial Statements of your Company for the financial year ended March 31, 2023.

FINANCIAL HIGHLIGHTS
The financial performance of the Company for the financial year ended March 31, 2023, and for the previous year is summarized below: –Amount (Rs. in millions)Standalone
Pa iculars

March 31, 2023
(Audited)

Consolidated

March 31, 2022
(Audited)

March 31, 2023
(Audited)

March 31, 2022
(Audited)

Total Revenue

7,360.46

4,015.41

7,385.04

4,017.80

Total expenditure

6,646.35

3,580.32

6,669.17

3,582.71

Profit Before Tax

714.11435.09715.81434.87Tax Expense

183.67110.06184.53110.06----

Pro t a er Tax

530.44325.03531.28324.81

Transfer to Statutory Reserve Fund

106.0965.01

106.25

65.01

Earnings Per Share (EPS)

10.56

7.05

10.57

7.05

Diluted EPS

9.60

6.94

9.61

6.94

Prior Period Adjustment

During the FY 2022-23, the total revenue has shown a growth of 83.31% from Rs. 4,015.41 million in FY 2021-22 to Rs. 7,360.46 million in FY
2022-23. Profit before tax (PBT) increased by 64.13% from Rs. 435.09 million in FY 2021-22 to Rs. 714.11 million in FY 2022- 23, accordingly theProfit after tax (PAT) registered an increase of 63.20% from Rs. 325.03 million in FY 2021-22 to Rs. 530.44 million in FY 2022- 23. The Company
had a very good year aided by strong volume growth.

OPERATIONAL HIGHLIGHTS
Pa iculars
Number of Branches

March 31, 2023

March 31, 2022

% Increase

449

338

32.84%

Number of Active Loans

13,63,412

8,79,967

54.94%

Number of Active Members

13,62,493

8,73,657

55.95%

4,549

3,674

23.82%

22

21

4.76%

Number of Employees
Number of States
Amount Disbursed (Rs. in Millions)

41,914.89

25,861.78

62.07%

Gross Loan Po folio/AUM (Rs. in Millions)

46,843.07*

28,839.89

62.42%*Excluding sale of po folio to ARC

The Company attained business performance by reaching out to 13,63,412 active loan accounts as on March 31, 2023, which has grown from
8,79,967 as on March 31, 2022. The growth in active loan accounts during the year was 54.94%. The above was possible with the excellent
efforts of 4,549 employees of the Company as on March 31, 2023, which was of 3,674 as on March 31, 2022, through 449 Branches, across 22
states/UT and 279 districts in India. During the year under review, the Company opened 115 new branches. The Company already hasborrowing arrangement with large number of lenders and has started association with a few more institutions to diversify its sources ofborrowing.
During FY 2022- 23, the Company had taken various measures to strengthen its business model and continue its growth momentum such as
launching of various new products and variants. The Company has also undertaken initiatives with an objective to enhance customer reachand improve operating efficiencies by implementing cashless system in all Branches.

DIVIDEND
The Directors of the Company feel that it is prudent to plough back the profits for future growth of the Company, hence, do not recommend
any dividend for the Current Financial Year to the equity shareholders.
Further, during the FY2023, the Board of Directors of your Company has declared an Interim Dividend of Rs. 508.26/-(inclusive of applicabletaxes) on 0.001% 57,00,000, Compulsorily Convertible Preference Shares(CCPS) of Face Value of Rs. 10/- each held by Gojo & Company, Inc,
Holding Company.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
During the period, the Company does not have any amount due to be credited to the Investor Education and Protection Fund as provided in theprovisions of Section 125 of the Companies Act, 2013.

58

2023

Annual Repo

2022-23

TRANSFER TO GENERAL AND STATUTORY RESERVESUBSIDIARY AND ASSOCIATE COMPANIESSATYA Micro Housing Finance Private Limited
During the year under review pursuant to the RBI approval for change in Management & Control, SATYA Micro Housing Finance Pvt. Ltd.
(SMHFPL) (formally known as Baid Housing Finance Private Limited), a Housing Finance Company registered with the Reserve Bank of India(RBI) in the exercise of the powers conferred under the National Housing Bank Act, 1987, was acquired by the Company on June 14, 2022 andconsequently, SMHFPL became Subsidiary Company of the Company. SMHFPL is primarily engaged in addressing the housing finance needsof self employed, Low and Middle Income Families from semi urban and rural areas of India. SMHFPL strives to serve as a medium to fulfil the
dream of owning a house, of the under-served segment of the society.

CORPORATE OVERVIEW

During the FY'23, your Company has transferred Rs. 106.09 million to the statutory reserve pursuant to Section 45-IC of the Reserve Bank ofIndia Act, 1934.

RAISING OF FUNDSSTATUTORY REPORTS

SATYA Shakti Foundation
SATYA Shakti Foundation (“the Foundation”), a section 8 company, limited by guarantee under the Companies Act 2013 (“the Act”), is an
Associate Company and was also promoted by the Company in order to undertake & support the Corporate Social Activities of the Company.
During the year under review, the Foundation has undertaken various activities of social importance & details of the same forming part of thisBoard Report.

During the year under review, the Company has issued and allotted the following Shares on a Preferential BasisØ 27,14,900 (Twenty Seven Lakhs Fourteen Thousand Nine Hundred) 0.001% Non – Cumulative, Compulsorily Convertible Preference
Shares ('CCPS') having face value of Rs. 10/- each at a premium of Rs.191/- per CCPS aggregating up to Rs. 545.69 million on
Preferential and Private Placement basis to “Gojo & Company, Inc., Japan” (Gojo).
Ø 50,00,000 (Fifty Lakh) Partly Paid-Up Equity Shares of the Company, having a face value of Rs. 10 each, at a premium of Rs. 201/- perequity share, aggregating to Rs. 1055 million to Mr. Vivek Tiwari, Managing Director, CEO & CIO of the Company, by way of preferential
allotment at different Partly Paid up Value per share aggregating to Rs. 6.37 million.
Ø 25,00,000 (Twenty Five Lakh) ,Partly Paid-Up 0.001% Non-Cumulative, Compulsorily Convertible Preference Shares ('CCPS') of theCompany, having a face value of Rs. 10 each, at a premium of Rs. 201/- per CCPS, aggregating to Rs. 527.5 million to Mr. Vivek Tiwari,Managing Director, CEO & CIO of the Company, by way of preferential allotment at different Partly Paid up Value per share aggregating
to Rs. 2.5 million.
Ø 46,50,000 (Forty-Six Lakh Fifty Thousand) 0.001% Non-Cumulative, Compulsorily Convertible Preference Shares ('CCPS') having
face value of Rs. 10/- (Rupees Ten Only) each at a premium of Rs. 320/- per CCPS aggregating up to Rs.1534.5 Million to Gojo &Company, Inc. (Gojo) & Person(s) & Entity under promoter (Indian) Category.
Ø 47,73,750 (Forty-Seven Lakhs Seventy-Three Thousand Seven Hundred Fifty) Equity Share of Face Value of Rs. 10/- each to Gojo &Company, Inc., pursuant to the conversion of 0.001%, 57,00,000 Non-cumulative Compulsorily Convertible Preference Shares(CCPS) of Face Value of Rs. 10/- each/-.
During the year under review, the Company has received the 3rd and final call of Rs. 6/-per equity share on face value and Rs. 65/- per equity
share as a premium on 25,00,000 Partly Paid Equity Shares of Rs. 75/- each (having face value of Rs. 10/- each) of the Company amounting to
Rs. 177.5 million (including Rs. 162.5 million as Premium), held by Mr. Vivek Tiwari. Further, the Company has received 1st call of Rs. 6.50/-,
Rs. 6.25/- & Rs. 6/- respectively, on 50,00,000 Partly Paid-Up Equity Shares on Face Value held by Mr. Vivek Tiwari amounting to Rs. 31.125
Million.
Consequent upon the aforesaid call made, allotment of Equity Shares and CCPS, the Paid-up Share Capital of the Company are as follows:
1.) Equity Share Capital – Rs. 598.98 million*
2.) Preference Share Capital- Rs. 49 million*(including amount recoverable from SATYA Employee Welfare Trust)

B. Non-Convertible Debentures, Bank Loans & Commercial Papers
During the year under purview, the borrowing powers of the Company have been increased from 5,000 million to 75,000 million on therecommendation of the Board of Directors & duly approved by the members of the Company in its Annual General Meeting held on July 06,
2022. Further, In view of expected growth in business of the Company and basis the projections as per the detailed Annual Business Plan of theCompany which was approved by the Board at its meeting held on March 06, 2023, your Board recommends to members of the Company for
their approval in their ensuing Annual General Meeting to increase borrowing power of the Company from 75,000 million to 1,00,000 million.
Apart from long-term loans and Equity, for diversification of the sources of funds and smooth operations, the Company raised a sum of Rs.
19081.6 million by way of issuance of Non-Convertible Debentures, External Commercial Borrowings, Securitization & Direct Assignments.

CAPITAL ADEQUACY RATIOThe Company continues to fulfill all the norms and standards laid down by the RBI pertaining to non–performing assets, capital adequacy, etc.
The Company has been able to maintain a Capital-to-risk weighted assets ratio (CRAR) of 19.23% as on March 31, 2023, which is well above the
RBI mandated norm of 15%.

59

FINANCIAL STATEMENTS

A. Change in Capital Structure
As on the date of this Report, the Authorized Share Capital of the Company is Rs. 1,000 million comprising of 8,00,00,000 Equity Shares
having a face value of Rs. 10 each aggregating to Rs. 800 million and 2,00,00,000 Preference Shares having face value of Rs. 10/- eachaggregating to Rs. 200 million.

Annual Repo

2023

2022-23

RATINGS
During the year under review, ACUITE Ratings & Research Limited (ACUITE), ICRA Limited (ICRA), India Ratings & Research Private Limited(IND) and CRISIL Limited (CRISIL), rated the securities of the Company as follows:Amount(Rs. in Millions)S. No.

Name of Instrument

Rating Agency

Date as per
final letter

Rating Assigned

Valid up to

Amount Rated

1.

Long term Bank Facilities

Acuite Rating &Research Ltd

07-Dec-22

ACUITE BBB+/Stable

Refer Note13,000.0

2.

Long term Bank Facilities

ICRA Limited

01-Feb-23[ICRA]BBB/Positive

Refer Note19,250.0

3.

Long term Bank Facilities

CRISIL Ratings
Limited30-Jan-23

CRISIL BBB/Stable

Refer Note13,000.0

4.

Non-conve ible
debentures

Acuite Rating &Research Ltd

07-Dec-22

ACUITE BBB+/Stable

Refer Note1

1,050.05.

Non-conve ible
debentures

Acuite Rating &Research Ltd

07-Dec-22

PP-MLD ACUITE BBB+/StableRefer Note11,000.0

6.

Non-conve ible
debentures

India Ratings &13-Mar-23
Research Pvt. Ltd.

IND BBB+/Stable

Refer Note13,100.0

7.

Non-conve ible
debentures

CRISIL Ratings
Limited03-Jun-22

CRISIL BBB/Stable

Refer Note1

1,830.08.

Non-conve ible
debentures

ICRA Limited

01-Feb-23[ICRA]BBB/Positive

Refer Note14,215.09.

Market Linked
debentures

ICRA Limited

01-Feb-23

PP-MLD [ICRA]BBB/Positive

Refer Note
1

200.0

10.

Tier-II Bonds Programme

ICRA Limited

01-Feb-23[ICRA]BBB/Positive

Refer Note
1

250.0

11.

Subordinated Debt

ICRA Limited

01-Feb-23[ICRA]BBB/Positive

Refer Note
1

800.0

Note : 1 - The rating is subject to annual surveillance till nal repayment/redemption of the rated facilities.

Ratings of Securitization transaction are as follows:S. No.

Name of Instrument

Rating Agency

Date as per
final letter

Rating Assigned

Series 1

1.

Uchiha Trust 03 2022

ICRA Limited

23-May-2022

2.

Nimbus 2022 MFI Donna

ICRA Limited

03-Oct-2022 [ICRA]A(SO)3.

Slytherin Trust September 2222

ICRA Limited

25-Nov-2022

Series 2[ICRA]A(SO)[ICRA]A-(SO)[ICRA]A(SO)

Valid up to

AmountRated(in million)

Dec 2023

202.5

May 2024445.8

April 2024

980.2

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Pursuant to Section 186(11) (a) of the Companies Act, 2013 read with Rule 11(2) of the Companies (Meetings of Board and its Powers) Rules,
2014, the loans made, guarantee given, or security provided or any investment made in the ordinary course of its business by a Non-Banking
Financial Company (NBFC) registered with RBI is exempted from the applicability of provisions of Section 186 of the Act. Accordingly, thedisclosures of the loans made, guarantee given, or security provided as required under the aforesaid section have not been given in this report.

RESERVE BANK OF INDIA (RBI) DIRECTIONSIn terms of RBI’s Scale Based Regulation (SBR): A Revised Regulatory Framework for NBFCs dated October 22, 2021, your Company is classified
as NBFC - Middle Layer (NBFC-ML). Your Company complies with the direction(s), circular(s), notification(s) and guideline(s) issued by the
Reserve Bank of India as applicable to your company as a Systemically Important Non-Deposit taking Non-Banking Financial Company/
NBFC-Middle Layer and Master Direction – Reserve Bank of India (Regulatory Framework for Microfinance Loans) Directions, 2022.
Your Company has complied with the provision of the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 with respect to thedownstream investments made by it during the year under review and FEMA regulation.
The Company continues to fulfill all the norms and standards laid down by RBI pertaining to non–performing assets, capital adequacy,
statutory liquidity assets, etc. As against the RBI norm of 15%, the capital adequacy ratio of the Company was 19.23% as on March 31, 2023. Inline with the RBI guidelines for Asset Liability Management (ALM) system for NBFCs, the Company has an Asset Liability Management
Committee, which meets on quarterly basis to review its ALM risks and opportunities. The Company is in compliance with the NBFC –Corporate Governance (Reserve Bank) Directions, 2015.

DEPOSITSThe Reserve Bank of India in exercise of its powers under The Reserve Bank of India Act, 1934, has granted NBFC-MFI (Registration no.
14.01513) status to the Company. During the FY 2022-23, the Company has not accepted any public deposits and the Board of Directors has
passed the resolution that the Company will not accept or hold any public deposits in FY 2023-24.

LISTING
During the year, the Company has issued the following Listed Non-Convertible Debentures, and the said Debentures are listed on the BSE
Limited.

60

Annual Repo

2023

1.

240

2.

Hinduja Leyland Finance Limited

250

3.

375

300

7.

(a) BlueOrchard Microfinance Fund(b) Microfinance Initiative for Asia Debt Fund SA, SICAV-SIF(a) S K FINANCE LIMITED(b) MAS Financial Services Limited(a)Northern Arc Income Builder Series B
Northern Arc Money Market Alpha Trust with Northern Arc Money Market
Alpha Fund as its scheme
Northern Arc Income Builder Trust (Series II) with Northern Arc Income Builder Fund
(Series II) as its scheme.
Northern Arc Capital Limited

8.

Northern Arc Capital Limited

250

4.
5.

6.

Total

CORPORATE OVERVIEW

Amount (Rs. In million)

Debenture Holders
Unifi AIF

350

150
200
2115

ANNUAL RETURN
In terms of Section 92(3) of the Companies Act, 2013 read with Section 134(3)(a) thereof, the Annual Return of the Company for the year ended
March 31, 2023, in the prescribed Form MGT-7 is available on the website of the Company and can be accessed through the weblink of theCompany https://satyamicrocapital.com/annual-returns/

STATUTORY REPORTS

S. No.

2022-23

INTERNAL FINANCIAL CONTROLS AND INTERNAL CONTROL SYSTEMSAs required under the applicable RBI & Listing Regulations, the Audit Committee of the Board of Directors periodically reviews to ensure thatthe adequacy of internal financial controls of the Company is commensurate with its size, scale, and complexity of operations. The Company
has robust policies and procedures which, inter alia, ensure integrity in conducting business, timely preparation of reliable financial
information, accuracy and completeness in maintaining accounting records and prevention and detection of frauds and errors.
During the financial year under review, no material or serious observation has been made regarding inefficacy or inadequacy of such controls.
Assurance on the effectiveness of Internal Financial Controls is obtained through management reviews, continuous monitoring by functional
experts as well as testing of the Internal Financial Control systems by the internal auditors during the course of their audits. During the financial
year under review, no material or serious observations have been received from the Auditors of the Company, citing inefficacy or inadequacyof such controls. The Company maintains an adequate and effective internal control system, commensurate with its size and complexity. The
Company believes that these internal control systems provide a reasonable assurance that the Company's transactions are executed withmanagement authorization and that they are recorded in all material respects to permit preparation of financial statements in conformity withestablished accounting principles and that the assets of the Company are adequately safeguarded against significant misuse or loss.
The internal financial controls with reference to the financial statements were adequate and operating effectively.

INTERNAL AUDITThe Company has put in place an adequate internal audit framework to monitor the efficacy of internal controls with the objective of providing
to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance on the adequacy and effectivenessof the organisation's risk management, control and governance processes. The framework is commensurate with the nature of the businessand the size of its operations. Internal auditing at the Company involves the utilisation of a systematic methodology for analysing businessprocesses or organisational problems and recommending solutions to add value and improve the organisation's operations. The audit
approach verifies compliance with the regulatory, operational and system related procedures and controls. During the financial year underreview, no material or serious observations have been received from the Auditors of the Company, citing inefficacy or inadequacy of suchcontrols.

DIRECTORS AND KEY MANAGEMENT PERSONNEL (KMP)
All the Directors have varied experience and specialized knowledge in various areas of relevance to the Company. The Board consists ofdirectors appointed as per the provisions of the Companies Act, 2013, SEBI (Listing Obligation and Disclosure Requirements) Regulations,2015 and RBI Master Directions.

I. Change in the composition of Board of Directors :Mr. Mohan Chandanathil Pappachan (DIN: 02661757), ceased as an Independent Director w.e.f August 11, 2022, pursuant to completionof his 1st term of 5 years as an Independent Director and was re-appointed as an Independent Director for the 2nd Term of five years w.e.f
December 13, 2022.
Mr. Saneesh Singh (DIN: 02254868),ceased as Nominee Director in the category of Non-Executive Director of the Company, effectivefrom July 11, 2022, pursuant to the withdrawal of nomination by Dia Vikas Capital Private Limited, Investor Shareholder of the Company.
The Board places on record the contribution of Mr. Saneesh Singh as Nominee Director.

61

FINANCIAL STATEMENTS

CORPORATE GOVERNANCE
In terms of the provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), 2015 (”SEBI (LODR)
Regulations, 2015”), the Company is High Value Debt Listed Entity, accordingly, the Report on Corporate Governance in terms of SEBI (LODR)
Regulations, 2015, (Paragraph C of Schedule V - Annual Report) is annexed as Annexure-1 and forms part of this Report. The Company iscommitted to maintain the high standards of corporate governance and is continuously striving to implement several best corporate
governance practices.

2023

Annual Repo

2022-23ii. Key Managerial Personnel (“KMP”) of the Company :Choudhary Runveer Krishanan was appointed as the Company Secretary and Chief Compliance Officer of the Company w.e.f. April 18,
2022, pursuant to change in organisation structure and Mr. Amit Jain, Company Secretary & Head Legal was re-designated as HeadLegal with continuation in service w.e.f. April 18, 2022.

iii. Director liable to retire by rotation :Dr. Ratnesh Tiwari (DIN:- 07131331) will retire by rotation at the forthcoming Annual General Meeting and being eligible, has offeredhimself for re-appointment.

BOARD MEETINGS
During the financial year 2022-23, your Board of Directors met 10 (Ten) times. The details of the Board Meetings and attendance thereof areprovided in the Corporate Governance report.

PARTICULARS OF EMPLOYEESThe Company gives paramount importance to its employees. Your Directors place on record their appreciation for the significant contribution
made by all employees, who through their competence, dedication, hard work, co-operation and support have enabled the Company toachieve new milestones on a continual basis.
As of March 31, 2023, your Company had 4,549 employees on its roll. The Company has fair and transparent recruitment process and otherpolicies which safeguard the interest of its employees. Your company has been awarded with “Top 50 India's Best Workplaces in BFSI 2023”
with “GREAT PLACE TO WORK” certification twice in a row from 2021 which is recognized world over by employees and employers alike and isconsidered the Gold Standard in identifying and recognizing Great Workplace Cultures.

EMPLOYEE STOCK OPTION PLAN (ESOP)
During the year under review, there was no change in SATYA Employee Stock Option Plan, 2018 (SATYA ESOP 2018). The eligible employees of
the Company were allotted equity shares pursuant to vesting of ESOP’s as per SATYA ESOP 2018 via SATYA Employee Welfare Trust. ESOP
disclosure pursuant to Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 and the provisions of Section 62 of the Companies
Act, 2012 read with rules framed thereunder is annexed at Annexure- 2 to this report.

DECLARATION BY INDEPENDENT DIRECTOR(S)The Company has received necessary declarations of independence from each of its Independent Directors under section 149(7) of theCompanies Act, 2013, that he/she meets the criteria of Independent Directors envisaged in section 149(6) of the Companies Act, 2013.

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND
EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTEDDURING THE YEAR
In the opinion of Board of Directors of the Company, Independent Directors on the Board of Company hold highest standards of integrity andare highly qualified, recognized and respected individuals in their respective fields. Its' an optimum mix of expertise (including financial
expertise), leadership and professionalism.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATIONThe Company has a Board approved remuneration policy on directors' appointment and remuneration including criteria for determining
qualifications, positive attributes and independence of Directors. The said Policy is directed to provide the framework that guides the
remuneration strategy of the Company for its Directors, Key Managerial Personnel and other employees.
The said Policy is available on the website of the Company and can be accessed through the weblink of the Company
https://satyamicrocapital.com/wp-content/uploads/2023/06/Nomination-Remuneration-Policy.pdf.

EVALUATION OF PERFORMANCEIn terms of the provisions of section 178 of the Companies Act, 2013 read with rules made thereunder, the Nomination and Remuneration
Committee has recommended the manner for an effective annual evaluation of performance of Board, its committees and individual directors
to the Board of Directors for its approval as well as reviewed the implementation and compliance of various regulatory provisions. The Board of
Directors in pursuance to the statutory provisions and the recommendation of the Committee has accordingly carried out an annual
performance evaluation of individual directors. The Board of Directors expressed their satisfaction with the evaluation process. The Board of
Directors also evaluated the functioning/performance of Board and its Committees and expressed satisfaction with theirfunctioning/performance.

DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to section 134 (5) of the Companies Act, 2013, the Directors hereby confirm :
1.
2.

3.
4.
5.

That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation
relating to material departures;That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that arereasonable 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 and loss of the Company for that period;
That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with theprovisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
That the directors have prepared the annual accounts for the FY March 31, 2023 on a going concern basis;
That the directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls areadequate and were operating effectively; and

62

2023

Annual Repo

2022-23

6. That 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.

RELATED PARTY TRANSACTIONS

All the related party transactions pursuant to Section 188(1) of the Companies Act, 2013 (“the Act”) that were entered into by your Company
during the year under review were on arm's length basis and were in the ordinary course of business. There were no materially significant
related party transactions made by your Company with its promoters, directors, key managerial personnel or other designated persons, whichmight have any conflict with the interest of the Company. Accordingly, there are no transactions that are required to be reported in AOC-2 andas such does not form part of this report. Details of related party transactions may be referred to in Note 36 of the Financial Statements.
The Company's policy on materiality of related party transactions, as approved by the Board, is available on the website of the Company andcan be accessed through the weblink of the Company
https://satyamicrocapital.com/wp-content/uploads/2023/06/Related-Party-Transactions-Policy.pdf.

STATUTORY REPORTS

MATERIAL CHANGES AFTER THE BALANCE SHEET DATE

During the year, there was no material change in the nature of business of the Company which have occurred subsequent to the closure of thefinancial year of the Company.

CORPORATE OVERVIEWINFORMATION ON MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

There are no material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations infuture.

AUDITORS & THEIR REPORTS

In accordance with Section 139(8) of the Companies Act, 2013 read with rules made thereunder and RBI's Guidelines for Appointment of
Statutory Central Auditors (SCAs)/Statutory Auditors (SAs) of Commercial Banks (excluding RRBs), UCBs and NBFCs (including HFCs) dated
April 27, 2021, the shareholders of the Company at the Annual General Meeting held on July 06, 2022, have appointed M/s S.N. Dhawan & CO
LLP (Firm No. FRN 000050N/N500045) as the Statutory Auditors of the Company for a period of two years i.e. FY 2022-23 to FY2023-24 andto hold office till the conclusion of the 29th Annual General Meeting and the said appointment was in accordance with the applicable provisionsof the Act and rules framed thereunder and the RBI Guidelines. In terms of the abovementioned RBI Guidelines, the Board has evaluated theperformance of Statutory Auditors found it as satisfactory.
Your Directors do not observe any qualification, reservation or adverse remark or disclaimer made by the Statutory Auditor in its report. The
Statutory Auditors have also confirmed their independence, which has been duly took on record by the Audit Committee.

Secretarial Auditors

In terms of section 204 of the Companies Act, 2013 and rules framed thereunder and on the recommendation of the Audit Committee, theBoard of Directors of the Company had appointed M/s Vinod Kothari & Company, Company Secretaries (Unique Identification Code:P1996WB042300) as the Secretarial Auditors of the Company for the financial year 2022-23. Secretarial Audit Report as provided by M/s
Vinod Kothari & Company is also annexed to this Report, in the prescribed Form MR-3, as Annexure-3.
The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Internal Auditors

In terms of section 138 of the Companies Act, 2013 and rules framed thereunder and on the recommendation of the Audit Committee, theBoard of Directors of the Company had appointed Ms. Vasudha Goel as the Internal Auditors of the Company w.e.f. May 19, 2022.
The Internal Audit Report does not contain any material qualification or adverse remarks.

SECRETARIAL STANDARDSThe Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by theInstitute of Company Secretaries of India and that such systems are adequate and operating effectively.

DISCLOSURE UNDER THE PREVENTION OF SEXUAL HARASSMENT POLICYYour Company has complied with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The
Prevention of Sexual Harassment (POSH) Policy is in place and Internal Complaints Committee (ICC) has been re-constituted and is fully
operational & functional. The constitution of ICC is as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition andRedressal) Act, 2013 and the committee includes external member with relevant experience. The Committee meets at regular intervals inorder to ensure and enhance security of female employees.
The disclosure as required under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 for Financial
Year 2022-23 is given below:
Number of complaints filed during the financial year: Nil
Number of complaints disposed of during the financial year: Nil
Number of complaints pending as on end of the financial year: Nil
The said Policy is available on the website of the Company and can be accessed through the weblink of the Company
https://satyamicrocapital.com/wp-content/uploads/2023/06/POSH-Policy.pdf

Details of establishment of Vigil Mechanism/Whistle Blower Policy for Directors and EmployeesYour Company has an effective Vigil Mechanism system/ Whistle Blower Policy for directors and employees to report their genuine concern or
grievance and to adhere to the highest standards of ethical, moral and legal conduct of business operations. No complaints were received
during the financial year 2022-23.
The said Policy is available on the website of the Company and can be accessed through the weblink of the Company
https://satyamicrocapital.com/wp-content/uploads/2023/06/Wishtle-Blower-Policy-Final.pdf

63

FINANCIAL STATEMENTS

Statutory Auditors

Annual Repo

2023

2022-23

Corporate Social Responsibility
As per the requirements of the provisions of Section 135 of the Companies Act, 2013 read with rules made thereunder, your Company had
constituted a Corporate Social Responsibility (CSR) Committee. As on March 31, 2023, Members of the Committee were :1. Dr. Deepali Pant Joshi, Non- Executive Independent Director
2. Mr. Taejun Shin, Non-Executive Nominee Director; and3. Dr. Ratnesh Tiwari, Non-Executive Director
The Committee has in place the CSR policy in accordance with provisions of Section 135 of the Companies Act, 2013, read with Rules madethereunder, indicating the activities to be undertaken by the Company from time to time. The Committee has been entrusted with the prime
responsibility of implementation of the activities under the CSR Policy and recommend the amount to be spent on such CSR activities during
the year. The Committee is also responsible for recommending to the Board such activities which could be undertaken as per CSR policy.
The CSR Policy of your Company, as adopted by the Board is available on the website of the Company and can be accessed through theweblink of the Company https://satyamicrocapital.com/wp-content/uploads/2023/06/CSR-Policy_2.0.pdf
Your Company has undertaken the CSR activities and complied with the provisions of Section 135 of the Companies Act, 2013.
During the Financial Year under review, your Company spent Rs. 13 million on its CSR activities towards Health & Welfare as against the required
CSR liability amounting to Rs. 4.65 million, 2% of the average net profits of previous three financial years.
The CSR initiatives undertaken by your Company along with other CSR related details form part of the Annual Report on CSR activities for FY
2022-23, which is annexed as Annexure- 4.

MANAGEMENT DISCUSSION AND ANALYSIS
A detailed discussion on the Company's operational and financial performance are given in the Management Discussion and Analysis Reportwhich is annexed to this Report as Annexure-5.

RISK MANAGEMENT
Effective risk management is essential to success and is an integral part of our culture. While we need to accept a level of risk in achieving ourgoals, sound risk management helps us to make the most of each business opportunity and enables us to be resilient and respond decisively tothe changing environment. Our approach to risk management assists us in identifying risks early and addressing them in ways that manage
uncertainties, minimize potential hazards, and maximize opportunities for the good of all our stakeholders including shareholders, customers,
suppliers, regulators and employees. Risks can be broadly classified as strategic, operational, financial, legal and regulatory.
Risk Management Committee of the Board assist the Board in its oversight of various risks, review of compliance with risk policies, monitoringof risk tolerance limits, review and analyse the risk exposures related to specific issues and provides oversight of risk across the organization.
The details of the Committee along with its terms of reference are set out in the Corporate Governance Report, forming part of this Report. The
Board of Directors had also adopted Risk Management Policy for the Company which provides for identification, assessment and control ofrisks that in the opinion of the Board may threaten the existence of the Company. The management identifies and controls risks through proper
operations, management & defined framework in terms of the aforesaid Policy. During the year under review, Mr. Ranjeet Mishra was the Chief
Risk Officer of the Company.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGOYour Company, being engaged in financing business within the Country, does not have any activity relating to conservation of energy,
technology absorption and export of materials, goods or services. The directors, therefore, have nothing to report on conservation of energy
and technology absorption.
The information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are as follows:
Parts A and B pertaining to conservation of energy and technology absorption - NIL
Foreign exchange earnings and outgo :ØØEarnings – NIL
Outgo – Rs. 82.02 million (Previous year Rs. 13.51 million) on account of :Pa iculars

Amount (Rs. in Million)

Finance Cost

80.11

Director Sitting fees

1.04

Training Expense

0.54

Meeting and conference

0.18

Professional Charges
Total

0.15
82.02

CHANGE IN THE NATURE OF BUSINESSThere were no such changes occurred in the nature of business during the financial year under review.

MAINTENANCE OF COST RECORDS BY THE COMPANY
The Company is not required to maintain cost records as specified by the Central Government as provisions of sub-section (1) of section 148 of
the Companies Act, 2013 is not applicable on the Company.

64

Annual Repo

2023

2022-23

FINANCIAL YEAR OF THE COMPANY
The financial year of the Company is kept uniform so as to begin from April 01st and to the end on March 31st every year.

DISCLOSURES UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016Your Company has neither filed any application nor any proceedings are pending under the Insolvency and Bankruptcy Code, 2016 during thereporting year, hence no disclosure is required under this section.

CORPORATE OVERVIEWFRAUD REPORTING
During the year there were few fraud cases amounting to Rs. 2.58 Million (Previous year Nil), which have been reported in accordance withapplicable laws, and in all these matters, recovery and legal actions/proceedings are in progress.

Since during the year under review, the Company has not done One-time settlement, against loan obtained by the Company with Bank/FI,
hence the above is not applicable.

ACKNOWLEDGEMENTS

FINANCIAL STATEMENTS

Your Directors would like to place on record their gratitude for the cooperation received from lenders, our valued customers and shareholders.
The Board, in specific, wishes to place on record its sincere appreciation of the contribution made by all the employees towards growth of theCompany.

For and on behalf of the Board of Directors

sd/Place: Gurugram
Date: May 24, 2023

Vivek Tiwari
Managing Director, CEO & CIO
DIN: 02174160

STATUTORY REPORTS

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.

sd/Ratnesh Tiwari
Director
DIN: 07131331

65

Annual Repo

2023

2022-23

ANNEXURE-1
REPORT ON CORPORATE GOVERNANCE
COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE
Corporate Governance is the application of best management practices, compliance of laws, rules, regulations and adherence to standards toachieve the objects of the Company, enhancing shareholder/investor value and discharging of social responsibility. The Company does notview Corporate Governance principles as set of binding obligations, but believes in using it as a framework to be followed in spirit.
Corporate governance is based on principles such as conducting the business with all integrity and fairness, being transparent with regard to
all transactions, making all the necessary disclosures and decisions, complying with all the laws of the land, accountability and responsibility
towards the stakeholders and commitment to conducting business in an ethical manner SATYA MicroCapital Limited is committed tomaintaining a high standard of corporate governance in complying with Master Circular on Non-Banking Financial Companies – Corporate
Governance (Reserve Bank) Directions, 2015 issued by Reserve Bank of India (RBI) on July 3, 2015 and SEBI (Listing Obligation and Disclosure
Requirements), Regulation, 2015(“SEBI (LODR), Regulations, 2015”) .
Mission of SATYA MicroCapital Limited is to be a preferred choice for the people at the bottom of pyramid in creation of their enterprise andlivelihood through holistic approach. For achieving this, the organization strives to adopt best practices and policies on corporate governancethrough transparency in business ethics and accountability to its customers and stakeholders.

BOARD OF DIRECTORS (“BOARD”)
It is our belief that an enlightened Board consciously creates a culture of leadership to provide a long-term vision and policy approach to
improve the quality of governance. The Board's actions and decisions are aligned with the Company's best interests. The Board is committed
to the goal of sustainably elevating the Company's value creation. The Company has defined roles and responsibilities of the Board andCommittees Members to systematize the decision-making process at the meetings of the Board and Committees in an informed and efficientmanner.
As on March 31, 2023, your Board of Directors comprised of 8 (eight) directors which includes 4 (four) Non-Executive Independent Directors, 3(three) Non-Executive & Non-Independent Directors (out of 2 are Nominee Directors, represented by Gojo & Company, Inc., Equity Investor)and 1 (one) Managing Director. The Composition of your Board is diverse, optimum and balanced in terms of specialization in one or moreareas. The Board of Directors considers the interest of all stakeholders while discharging its responsibilities and provides leadership andguidance to the Company's management. Moreover, the Board while discharging its fiduciary responsibilities very well ensures that the
management adheres to the high standards of ethics, transparency and disclosures. The Non-Executive Directors including Independent
Directors bring objective and independent perspective in Board deliberations and decisions as they have a wider view of external factors
affecting the Company and its business. They make a constructive contribution to the Company by ensuring fairness and transparency whileconsidering the business plans devised by the management team. The profile of the Directors can be accessed on our website athttps://satyamicrocapital.com/our-board/.
All the Independent Directors have requisite knowledge of business, in addition to the expertise in their area of specialization. The Independent
Directors helps in bringing an independent judgment to bear on the Board's deliberations especially on issues of strategy, performance, risk
management, resources, key appointments, corporate governance and standards of conduct. During the year under review, the Independent
Directors held a separate meeting in pursuance of applicable statutory and regulatory provisions. The Company has received necessary
declarations of independence from each of its Independent Directors under section 149(7) of the Companies Act, 2013 and Regulation 16 of
SEBI (LODR), Regulations, 2015, that he/she meets the criteria of Independent Directors envisaged in section 149(6) of the Companies Act,
2013 & Regulation 16 of SEBI (LODR), Regulations, 2015. During the reporting financial year, the Independent Directors of the Company met on
March 28, 2023, wherein the items as enumerated under Schedule IV to the Companies Act, 2013 were discussed.

MEETINGS & ATTENDANCE
The primary role of the Board is that of trusteeship to protect and enhance shareholder value through strategic direction to the Company. The
Board has fiduciary responsibility to ensure that the Company has clear goals aligned to shareholder value and its growth. It sets strategic
goals and seeks accountability for their fulfilment. It also directs and exercises appropriate control to ensure that the Company is managed in amanner that fulfils stakeholder's aspiration and societal expectations. In order to meet out the responsibilities, the Company holds a minimumof four Board meetings every year complying with the provisions of Companies Act, 2013, applicable Secretarial Standard for conduct of Board
Meetings and SEBI (LODR), Regulations, 2015. Additional Board Meetings are held by the Company to address specific needs, as and whenrequired. In case of urgency or business exigencies, matters are also approved by way of resolution by circulation as per the provisions ofCompanies Act, 2013, and subsequently noted in the next Board meeting. The Company circulates the agenda and related notes/ documents
well in advance via e-mail and convene application to the Board and its Committee Members on their registered mail ids.
The functional heads of the Company periodically give presentations to the Board covering their respective operations, performance, plans
and strategies and discuss upon the areas of improvement and prospective opportunities.
As a practice, the Company Secretary communicates all important action points as directed by the Board Members/ Committee Members to
the functional head of the concerned departments, for their requisite report thereon in the subsequent meetings.

Number & Dates of Board Meeting :During the Financial Year 2022-23, the Board met 10 (Ten) times on April 06, 2022, May 19, 2022, July 12, 2022, August 09, 2022, September 27,
2022, November 09, 2022, November 16, 2022, January 14, 2023, February 27, 2023 and March 06, 2023. The gap between two consecutive
meetings did not exceed 120 days as stipulated under Section 173 of Companies Act 2013, Secretarial Standards - 1 as issued by the Institute ofCompany Secretaries of India (ICSI) and SEBI (LODR), Regulations, 2015.

66

Annual Repo

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2022-23

Attendance of directors at board meetings and their directorships in other companies as on March 31, 2023, are given below:

Held during Attended
the tenure

No. of Directorships in Number ofCommi ee
positions held in other
other companies#
Public Companies##

Directorship in otherlisted entity@

Whether
attended
the
last
AGM

ChairmanMemberChairmanMemberName of
ListedEntityCategory

10

10

Yes

-

-

-

-

-

-

10

10

Yes

-

-

-

-

-

-

7

7

Yes

-

-

-

-

-

-

Mr. Sanjay
GandhiNomineeDirector (onbehalf of Gojo
& Company, Inc,
Equity Investor)

10

9

Yes

-

-

-

-

-

-

Mr. Naveen
Surya

Independent
Director

10

8

Yes

-

-

-

-

-

-

Ms. Surekha
MarandiIndependent
Director

10

10

Yes

-

1

2

-

-

-

Mr. Taejun Shin

NomineeDirector (onbehalf of Gojo
& Company, Inc,
Equity Investor)

10

8

No

-

-

-

-

-

-

Dr. Deepali
Pant Joshi

Independent
Director

10

10

Yes

-

3

-

1

Coromandel
Independent
International
DirectorLtd.

DIRECTOR WHO CEASED TO BE ON THE BOARD OF DIRECTORS DURING FY 2022-23**Mr. Saneesh
Singh

NomineeDirector (onbehalf of Dia
Vikas Capital
Pvt.Ltd., Equity
Investor)

2

2

Yes

-

-

-

-

-

-

* Mr. Mohan Chandanathil Pappachan, Independent Director, ceased as an Independent Director w.e.f. August 11, 2022, due to expiry of his 1st term as Independent Director and he was
re-appointed for 2nd term as an Independent Director w.e.f. December 13, 2022.
**Mr. Saneesh Singh ceased as Nominee Director on the Board of the Company w.e.f. July 11, 2022.
# Excludes directorship in the private companies, foreign companies and companies under Section 8 of the Companies Act, 2013.
## Pertains to memberships/chairpersonships of the Audit Committee and Stakeholders' Relationship Committee of Indian public companies (excluding the Company) as per
Regulation 26(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations).
Further, number of memberships in Audit/Stakeholder Committee includes Chairpersonship, wherever applicable.
@With reference to proviso to Regulation 17A(1) listed entity shall be only those whose equity shares are listed on a stock exchange.

There is no pecuniary relationship or transaction of Non-Executive Directors vis-à-vis the Company, apart from the sitting fees received bythem for attending the Meetings of the Board and Committee(s) thereof.
There is no inter se relation between the Directors other than the following:-

Mr. Vivek Tiwari, MD, CEO & CIO and Dr. Ratnesh Tiwari are brothers.
Mr. Taejun Shin and Mr. Sanjay Gandhi are Nominee Directors on behalf of Gojo & Company, Inc.

The Number of Share and Convertible instrument held by Non-Executive Director:
Name of Director

Number of Equity Shares(Face Value of Rs. 10/-)

Number of Compulosrily Conve ible Preference Shares held
(Face Value of Rs. 10/-)

Dr. Ratnesh Tiwari

51,50025,000CORPORATE OVERVIEWManaging
Mr. Vivek Tiwari Director, CEO &CIO (Promoter)
Non-Executive
Dr. Ratnesh
Director
Tiwari(Promoter)*Mr. Mohan
Independent
Chandanathil
Director
Pappachan

Number of
Board Meetings

STATUTORY REPORTS

NatureofDirectorship

Board Agenda
The notices of Board Meetings are given well in advance to all the Directors. The Board members are provided agenda setting out the businessto be transacted at the Meeting, with well-structured and comprehensive notes on agenda, to enable them to take informed decisions.
Agenda papers are generally circulated atleast seven days prior to the date of the Meeting. Additional/ supplementary items are taken up withthe permission of Chair and requisite consent of the Directors. Where it is not practicable to attach any document to the agenda, the same iscirculated in the Meeting/ placed before the Meeting.

67

FINANCIAL STATEMENTS

Name
of
the
Directors

Annual Repo

2023

2022-23

MATRIX SETTING OUT THE SKILLS/EXPERTISE/COMPETENCE OF THE BOARD OF DIRECTORSThe list of core skills/expertise/competencies identified by the board of directors as required in the context of its business(es) and sector(s) for
it to function effectively and those actually available with the Board are as follows:
Information
Knowledge ofGovernance,
Audit, Risk
Strategy and
Human
Technology
Financial Service
Ethics & Regulatory
Management,
Name of Directors
PlanningIndustry
Oversight
Internal Control Resource Knowledge
Mr. Vivek Tiwari
Dr. Ratnesh Tiwari
Mr. Mohan Chandanathil
Pappachan
Mr. Sanjay Gandhi
Mr. Naveen Surya
Ms. Surekha Marandi
Mr. Taejun ShinDr. Deepali Pant Joshi
The Board is of the opinion that all the independent directors fulfil the conditions as specified in the SEBI (LODR), Regulations, 2015 and are
independent of the management.

COMMITTEES OF THE BOARD
The Board of Directors has constituted various Board Committees with specific terms of reference to ensure timely and effective working of
the Board and the Company in addition to comply with the provisions of the Companies Act, 2013, the SEBI (LODR) regulation 2015, otherregulations/ guidelines of the Reserve Bank of India(RBI) and other statutory provisions. The Committees operate as empowered bodies of theBoard. There are 8 (Eight) Committees of the Board of Directors, which have been delegated adequate powers to discharge their roles &responsibilities and urgent business of the Company. The composition and functioning of these Committees are in compliance with theapplicable provisions of the Companies Act, 2013, SEBI (LODR) regulation 2015 and also in consonance with the Master Directions issued by
the RBI for NBFC's. As on March 31, 2023, the following committees were in operation:
1. Audit Committee;
2. Nomination and Remuneration Committee;
3. Risk Management Committee;
4. Corporate Social Responsibility Committee;
5. Asset & Liability Management Committee;
6. IT Strategy Committee;
7. Stakeholders Relationship Committee; and8. Working Committee
The Committees meet as often as required. The Minutes of Meetings of the Committees are circulated to the Board of Directors. The brief
description of terms of reference and composition of these Committees are as follows :-1. Audit Committee

As a measure of good Corporate Governance and also to meet the statutory provisions of the section 177 of the Companies Act, 2013, SEBI
(Listing Obligation and Disclosure Requirements), Regulation, 2015 and Master Direction - Non-Banking Financial Company - Systemically
Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016, the Audit Committee has been
constituted with the primary objective to monitor and provide an effective supervision of the management's financial reporting process, toensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting.
Majority of the members of the Committee are Independent Directors. All the Members of the Audit Committee have the required
qualification and expertise for appointment in the Committee and possess requisite knowledge of accounting and financial management.
During the year, all the recommendations made by the Audit Committee were accepted by the Board of Directors.
As on March 31, 2023, the Committee comprises of 5 (Five) members. The Company Secretary is the secretary of the Committee. The invitees
include Chief Financial Officer. Further, the representative of Statutory Auditor, Internal Auditor and other executives of the Company are also
invited in the Audit Committee Meetings, as and when required. The Chairman of the Audit Committee was present at the last Annual General
Meeting. During the year under review, the Committee met 6 (Six) times on May 16, 2022, August 09, 2022, September 27, 2022, November 09,
2022, January 14, 2023 and March 06, 2023. The composition of the Committee as on March 31, 2023, and the attendance of members at the
Meetings were as follows:
Name

Category*Dr. Deepali Pant Joshi

Number of Meetings
Held during the year

Attended

Chairperson

66** Mr. Mohan Chandanathil Pappachan

Member4

4

Ms. Surekha Marandi

Member6

6

Mr. Naveen Surya

Member6

4

Member6

6

Mr. Sanjay Gandhi

DIRECTORS WHO CEASED TO BE MEMBER DURING F.Y. 2022-23*** Mr. Saneesh Singh

Member1

1*Dr. Deepali Pant Joshi, Member was appointed as the Chairperson of the Committee w.e.f. November 09, 2022.
** Mr. Mohan Chandanathil Pappachan, Chairperson of the Committee ceased to be the member of Committee w.e.f. August 11, 2022, in view of cessation of his 1st Terms as
Independent Director on the Board of the Company and was inducted as Member of the Committee w.e.f December 13, 2022, pursuant to his re-appointment as Independent Director
for 2nd term on the Board of the Company.
*** Mr. Saneesh Singh ceased as Member of the Committee w.e.f. July 11, 2022, pursuant to his withdrawal of nomination on the Board of the Company by Dia Vikas Capital Pvt. Ltd.,
Investor shareholder.

68

Annual Repo

2023

2022-23

Terms of Reference

2. Nomination and Remuneration Committee
The terms of reference of the Committee are in accordance with the provisions of the Companies Act, 2013, the regulations framed by Reserve
Bank of India and Such other role as covered under Part D of Schedule II of SEBI (LODR), Regulations, 2015. It discharges such other functions as
may be delegated by the Board of Directors from time to time. The Remuneration Policy is available at Company's website and can be accessed
through the weblink of the Company https://satyamicrocapital.com/wp-content/uploads/2023/06/Nomination-Remuneration-Policy.pdf
The Committee has recommended to the Board of Directors, the manner for an effective annual performance evaluation of the Board, its
Committees and individual directors. The Board has accordingly carried out an annual performance evaluation of individual directors. The
Board expressed its satisfaction with the evaluation process. It also evaluated the functioning/ performance of Board and its Committees andexpressed satisfaction with their functioning/performance.
As on March 31, 2023, the Committee comprised of 6 (Six) members. The Committee met 4 (four) times during the year on April 06, 2022, May
19, 2022, August 09, 2022 and November 09, 2022 and the attendance of members at the Meetings was as follows:
Number of Meetings
Category
Name
Held during the year
Attended* Mr. Mohan Chandanathil Pappachan

Chairperson

33

Mr. Naveen Surya

Member4

3**Dr. Deepali Pant Joshi

Member--**Ms. Surekha Marandi

Member--**Dr. Ratnesh Tiwari

Member--**Mr. Taejun Shin

Member--

DIRECTORS WHO CEASED TO BE MEMBER DURING F.Y. 2022-23***Mr. Sanjay Gandhi

Member

4

4***Mr. Vivek Tiwari

Member4

4****Mr. Saneesh Singh

Member2

2*Mr. Mohan Chandanathil Pappachan ceased as Member of the Committee w.e.f. August 11, 2022, pursuant to the cessation of his 1st Term as Independent Director of the Board of theCompany and he was inducted as Chairperson of the Committee in view of his re-appointment on the Board of the Company w.e.f. December 13, 2022.
** Inducted as Member of the Committee w.e.f. December 13, 2022, pursuant to the reconstitution of Committees.
*** Ceased as Member of the Committees w.e.f December 13, 2022, pursuant to the reconstitution of Committees.
****Mr. Saneesh Singh ceased as member of the Committee w.e.f July 11, 2022, pursuant to his withdrawal of nomination on the Board of the Company by Dia Vikas Capital Pvt. Ltd.,
Investor shareholder.

The Committee has the following Terms of reference:
Formulate criteria for determining qualifications with respect to appointment of directors for Board. This includes qualifications, positive
attributes and independence of a Director;
Ensure 'fit and proper' status of proposed/ existing Directors;
To recommend the Board on the appointment, extension or removal of Directors/Senior Management in accordance with criteria laid
down or on the basis of the report of performance evaluation of Directors / Senior Management;
To recommend to the Board on(a). Policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management, and (b). Executive Directors
remuneration and incentive.

69

STATUTORY REPORTS
FINANCIAL STATEMENTS

To take cognizance of the internal Audit Reports, independence of auditors and effectiveness of the audit report;
To review the adequacy of internal audit function, including the structure of the internal audit department, staffing and seniority of theofficial heading the department, reporting structure coverage, scope of audit and frequency of internal audit;
To recommend appointment, remuneration and terms of appointment of auditors;
To ensure adequacy of whistle blower policy;
To look into cases of defaults, frauds done to or done by the organization;
To periodically interact with the statutory auditor and approval of payment to statutory auditors for any other services rendered by thestatutory auditors;
To ensure that the financial statements are correct, sufficient and credible;
To review, with the management, the annual financial statements and auditor's report thereon before submission to the Board for approval,
with reference to:a) Any matter required to be included in the director's responsibility statement to be included in the Board's report in terms of clause (c) of
sub-section (3) of Section 134 of the Companies Act, 2013; (b) Any change in accounting policy; (c) Any significant transaction or financial
irregularity; (d) Loan write-offs; (e) Related party transaction; (f) Capital expenditure; (g) Any significant accounting adjustment; (h) Any
significant increase in liabilities; (i) Contingent liabilities
Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
The Audit Committee ensures the rotation of partner/Chartered accountant firm in conducting the audit. The Audit firm need to be replaced
after carrying out three consecutive audits and can be eligible for company audit after an interval of Six years as per the RBI Guidelines for
Appointment of Statutory Central Auditors (SCAs)/Statutory Auditors (SAs) of Commercial Banks (excluding RRBs), UCBs and NBFCs(including HFCs).
The Audit Committee mandatorily review the following information:a. Management discussion and analysis of financial condition and results of operations;b. Statement of significant related party transactions (as defined by the audit committee), submitted by management;c. Management letters / letters of internal control weaknesses issued by the statutory auditors;d. Internal audit reports relating to internal control weaknesses; ande. The appointment, removal and terms of remuneration of the internal auditor is subject to review by the audit committee.
Such other role as covered under Part C of Schedule II of SEBI (LODR), Regulations, 2015.

CORPORATE OVERVIEWThe Audit Committee has the following responsibilities:

Annual Repo

2023

2022-23

To make recommendations to the Board concerning any matters relating to the continuation in office of any Director at any time
including the suspension or termination of service of an Executive Director as an employee of the Company;
Administer the ESOP Scheme/Plan of the Company :Such other role as covered under Part D of Schedule II of SEBI (LODR) Regulation, 2015.
The evaluation of Independent Directors shall be done by the Nomination & Remuneration Committee and Board of Directors which included
performance of the Directors and fulfilment of the independence criteria as specified in these regulations and their independence from the
management. However, in the above evaluation, the Directors who are subject to evaluation do not participate.

3. Risk Management Committee

The Company has an effective Risk Management Committee of the Board formed in accordance with SEBI(LODR), Regulations, 2015 and interms of the directions framed by RBI for monitoring the risk and to strategize action to mitigate risks associated with the functioning of theCompany. The Company has established effective risk assessment and minimization procedures, which are reviewed by the Risk Management
Committee periodically. There is a structure in place to identify and mitigate various risks identified by the Company from time to time. At themeeting of the Risk Management Committee, the same is reviewed and new risks are identified and after their assessment, their controls aredesigned, put in place with specific responsibility of the concerned person for its timely achievement.
The Risk Management Committee of the Board, comprised of 8 (eight) members as on March 31, 2023. The Committee met 3 (Three) times
during the year on May 16, 2022, August 09, 2022 and November 09, 2022, and the attendance of members at the Meetings was as follows:
Number of Meetings

Name

Category

Held during the year

Attended

Ms. Surekha Marandi

Chairperson

33

Mr. Vivek Tiwari

Member3

3

Mr. Sanjay Gandhi

Member3

3

Dr. Ratnesh Tiwari

Member3

3

Dr. Deepali Pant Joshi

Member3

3

Ms. Vandita Kaul

Member3

3

Mr. Ranjeet Kumar Mishra

Member3

2

Member3

3

Ms. Gaurangini Jain

DIRECTORS WHO CEASED TO BE MEMBER DURING F.Y. 2022-23* Mr. Saneesh Singh

Member1

1*Mr. Saneesh Singh ceased to be a Member of the Committee w.e.f. July 11, 2022, pursuant to his withdrawal of nomination on the Board of the Company by Dia Vikas Capital Pvt. Ltd.,
Investor shareholder

Terms of Reference

The Risk Management Committee has the following responsibilities:
To monitor and review the risk management plan.
To review operational risk (including sub risk for operational risk), credit risk, market risk, interest rate risk and other risks associated with thebusiness of the organization.
To take Strategic actions to mitigate the risk associated with the nature of the business.
To appraise the Board of directors at regular intervals regarding the process of putting in place a progressive risk management system, risk
management policy and strategy.
To do such other acts, deeds and things as may be directed by the Board and required to comply with the applicable laws, andTo lay down procedure to inform Board members about the risk assessment and minimization procedures.
Such other role as covered under Part D of Schedule II of SEBI (LODR) Regulation, 2015.

4. Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee is constituted by the Board of Directors to promote a culture that emphasizes and sets highstandards for corporate social responsibility and reviews corporate performance against those standards.
The Committee considers the impact of the Company's businesses, operations and programs from a social responsibility perspective, taking
into account the interests of shareholders, clients, employees, communities and regulators. The Corporate Social Responsibility Committee of
the Board, comprised of 3 (Three) members as on March 31, 2023. During the year, the Committee met twice on May 16, 2022 and May 18,2022(adjourned meeting) with the requisite quorum and the attendance of members at the Meeting was as follows:
Name

Category

Dr. Ratnesh Tiwari
Dr. Deepali Pant Joshi
Mr. Taejun Shin

Number of Meetings
Held during the year

Attended

Member2

2

Member2

2

Member

2

1

DIRECTORS WHO CEASED TO BE MEMBER DURING F.Y. 2022-23*Mr. Mohan Chandanathil Pappachan

Member2

2* Mr. Mohan Chandanathil Pappachan ceased to be a Member of the Committee w.e.f. August 11, 2022,, pursuant to the cessation of his 1st Term as Independent Director of the Board of
the Company and he was inducted as Chairperson of the Committee in view of his re-appointment on the Board of the Company w.e.f. December 13, 2022.

The terms of reference of the Committee includes formulating and recommending to the Board a Corporate Social Responsibility (“CSR”)
Policy indicating the activities to be undertaken by the Company as specified in the Companies Act, 2013, recommending the amount ofexpenditure to be incurred on such activities and monitoring the CSR Policy from time to time. It also reviews periodically the progress of CSR
projects / programs / activities undertaken by the Company. CSR Policy is available on the website of the Company athttps://satyamicrocapital.com/wp-content/uploads/2023/06/CSR-Policy_2.0.pdf

702022-23

5. Asset & Liability Management Committee
Pursuant to guidelines issued by Reserve Bank of India (RBI) on Asset Liability Management (ALM) System for NBFCs, your Company had
constituted an Asset Liability Management Committee (ALM Committee) to maintain proper & adequate ALM systems, check the Asset
Liability mismatches, interest risk exposure and to help the Company to improve the overall system for effective risk management in various
portfolios held by the Company. Mr. Vivek Tiwari, Managing Director, CEO & CIO of the Company is the Chairman of the Committee andpossesses rich and varied experience and knowledge in the finance field. The other members as mentioned below are learned and eminent
personalities in their respective fields. All members of the Committee are also experienced and are heading the industrial and service sectors.
ALM Committee comprised 5 (Five) members as on March 31, 2023.
The Committee members met 4 (Four) times during the year on May 16, 2022; August 09, 2022; November 09, 2022 and January 14, 2023 andthe attendance of members at the Meetings were as follows:
Category

Mr. Vivek Tiwari

Number of Meetings
Held during the year

Attended

Chairperson

44

Dr. Deepali Pant Joshi

Member4

4

Mr. Sanjay Gandhi

Member4

4

Ms. Surekha Marandi

Member4

4

Member4

4

Ms. Vandita KaulSTATUTORY REPORTS

Name

DIRECTORS WHO CEASED TO BE MEMBER DURING F.Y. 2022-23*Mr. Saneesh Singh

Member1

CORPORATE OVERVIEWAnnual Repo

2023

1

6. IT Strategy Committee
Pursuant to RBI Master Direction-Information Technology Framework for the NBFC sector dated June 08, 2017, the Company has constituted
an IT Strategy Committee to review the IT strategies in line with the corporate strategies, board policy reviews, cyber security arrangements
and any other matter related to IT governance. During the year under review, the members of the IT Strategy Committee met twice on May 16,
2022 and November 07, 2022. The constitution of the IT Strategy Committee and the attendance record of members in the Committee
Meetings are as under:
Number of Meetings

Name

Category

Held during the year

Attended

Mr. Naveen Surya

Chairperson

22

Mr. Vivek Tiwari

Member2

2

Dr. Ratnesh Tiwari

Member2

2

Mr. Ashutosh Kumar Srivastava

Member2

2

Mr. Ranjeet Kumar Mishra

Member2

2

Mr. Taejun Shin

Member2

2

7. Stakeholders Relationship Committee
The composition of the Stakeholder Relationship Committee (SRC) of the Board satisfies the requirements of Section 178 of the Act andRegulation 20 read with Part D of Schedule II of the SEBI Listing Regulations. SRC is headed by an Dr. Deepali Pant Joshi, Independent Director.
The Company has constituted SRC to specifically look into various aspects of interest of shareholders, debenture holders and other security
holders, to undertake and perform all functions of SRC, as referred under applicable laws, as amended from time to time and other terms ofreference as specified in Part D of the Schedule II of SEBI LODR.
During the year under review, the SRC met once i.e. on February 27, 2023.
Name

Category

Dr. Deepali Pant Joshi

Number of Meetings
Held during the year

Attended

Chairperson

1

1

Mr. Vivek Tiwari

Member

1

1

Dr. Ratnesh Tiwari

Member

1

1

The Compliance Officer of the Company is Choudhary Runveer Krishanan, Company Secretary and Chief Compliance Officer. There were nil
shareholders complaints received during the financial year.
8. Working Committee of Directors
The Working Committee of Directors deals with routine matters of the Company on day to day basis and the matters relating to borrowing,
investment of surplus funds, opening and closure of Bank accounts, allotment of NCDs, issue of commercial paper (CP) & other debt
instrument and all other matters as prescribed and delegated to the Committee by the Board from time to time. The Committee comprises of
Mr. Vivek Tiwari and Dr. Ratnesh Tiwari as its members. The Company Secretary of the Company is the secretary of the Committee. This
Committee generally meets as and when required to deal with day to day affairs of the Company. During the year under review, 60 (Sixty)
meetings of the Committee were held.

71

FINANCIAL STATEMENTS*Saneesh Singh ceased to be member of the Committee w.e.f. July 11, 2022, pursuant to his withdrawal of nomination on the Board of the Company by Dia Vikas Capital Pvt. Ltd.,
Investor shareholder

Annual Repo

2023

2022-23

REMUNERATION OF DIRECTORSThe remuneration paid to the Executive Director is recommended by the Nomination & Remuneration Committee and approved by the Boardof Directors of the Company, in line with the approval granted by the shareholders of the Company. At the Board Meeting, only the NonExecutive Directors participate in the business pertaining to the approval of the remuneration to be paid to the Executive Director. The
remuneration is fixed considering various factors as defined in the Nomination and Remuneration Policy of the Company.
The Non-Executive Directors of the Company are paid sitting fees for attending each meeting of the Board and Committees of the Board,
other than the Working Committee of Directors. However, for FY2023, subject to the approval of the members of the Company in their 28th
Annual General Meeting, the Independents shall be paid commission/incentive(“Remuneration”) of Rs. 1 million each.
The details of the remuneration paid / payable to Mr. Vivek Tiwari, Managing Director, CEO and CIO of the Company for the financial year ended
March 31, 2023, are given below:(Amount in Million)
Pa iculars

Mr. Vivek Tiwari

Salary*Contribution-Provident Fund
Variable Pay/Pe ormance linked incentive/bonus

41.42
2.16

Total

56.63

Period of Contract
Notice Period andSeverance Fees
Employee Stock Options (“ESOP”)

October 20, 2021 to October 19, 2026
There is no separate provision for payment of Notice Period
and Severance fees.
Nil

13.05

* Salary includes basic salary, perquisites and allowances, payment and expenses incurred on perquisites.

The details of the remuneration paid to the Non-Executive Directors for the year ended March 31, 2023 are given below:(Amount in Million)
Sitting fees Commission# Total Remuneration
Sr.No. Name of Director
1.

Dr. Ratnesh Tiwari

1.27

-

1.27

2.

*Mr. Mohan Chandanathil Pappachan

1.17

1

2.17

3.

Mr. Sanjay Gandhi

1.62

-

1.62

4.

Mr. Naveen Surya

1.24

1

2.24

5.

Ms. Surekha Marandi

1.69

1

2.69

6.

Mr. Taejun Shin

1.04

-

1.04

7.

Dr. Deepali Pant Joshi

1.80

1

2.80

8.

**Mr. Saneesh Singh

0.32

-

0.32

* Mr. Mohan Chandanathil Pappachan, Independent Director, ceased as an Independent Director w.e.f. August 11, 2022, due to expiry of his 1st term as Independent Director and he was
re-appointed for 2nd term as an Independent Director w.e.f. December 13, 2022.
**Mr. Saneesh Singh ceased as Nominee Director on the Board of the Company w.e.f. July 11, 2022.
#Commission is subject to the approval of members of the Company in the ensuing Annual General Meeting.

RELATED PARTY TRANSACTIONSIn terms of Section 188(1) of the Companies Act, 2013 and Regulation 23 of SEBI(Listing Obligation and Disclosure Requirements), 2015,
wherever applicable, all related party transactions entered into by the Company during FY 2022-23 were duly approved by the Audit
Committee and the Board of Directors. The transactions with the Related Parties are on arm's length basis and in the ordinary course ofbusiness of the Company and do not have any potential conflict with the interests of the Company at large. The policy on dealing with Related
Party Transactions is disclosed on the Company' website and can be accessed through the weblink of the Company
https://satyamicrocapital.com/wp-content/uploads/2023/06/Related-Party-Transactions-Policy.pdf

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In compliance with the applicable provisions of the Companies Act, 2013 and other applicable regulations, the Audit Committee of theCompany approved the policy/ mechanism on dealing with whistle blowers. The Audit Committee reviews the same as and when required.
During the year, no individual was denied access to the Audit Committee for reporting concerns, if any. The Company has put in place a Whistle
Blower Policy to support the Code of Conduct. The said Policy/mechanism is disclosed on the Company' website, link for which ishttps://satyamicrocapital.com/wp-content/uploads/2023/06/Wishtle-Blower-Policy-Final.pdf During the year under review, no complaint
has been received by the Company.

GENERAL BODY MEETINGS
Details of the Annual General Meeting (AGM) during last three financial year and Extra-ordinary General Meetings (EGMs) held during thefinancial year 2022-23 are given below:
Meeting

Date

Time

AGM

July 06, 2022

11:30 A.M

AGM
AGM
EGM
EGM
EGM

Location

519, 5th Floor,
DLF Prime
June 28, 2021
3:00 P.M
Towers, Okhla
August 27, 2020
2:00 P.M
Industrial
Area,
September 29, 2022 5:00 P.M
Phase-1,
December 13, 2022 3:00 P.M
Delhi-110020
March 28, 2023
10:30 A.M

No. of special resolutions passed

Whether any Special resolutions
conducted through postal ballot*

04

No

03

No

05

No

02

No

01

No

03

No

*There is no special resolution proposed to be conducted through postal ballot

72

Annual Repo

2023

2022-23

DEBENTURE HOLDER DETAILSUTI International
Wealth Creator 4

INE982X07184

UTI International
Wealth Creator 4400

Secured, Rated, Listed,
Redeemable, Transferable,
Non- Conve ible Debentures

285

285

Secured, Rated, Listed,
Redeemable, Transferable,
Non- Conve ible Debentures

200

200

Rated, Subordinated, Unsecured,Transferable, Redeemable,
Non-Conve ible Debentures

Standard Chartered Bank
Securities Services, 3rd Floor
23-25, Mahatma Gandhi Road
Fort, Mumbai-400001
Standard Chartered Bank
Securities Services, 3rd Floor
23-25, Mahatma Gandhi Road
Fort, Mumbai-400001

th
IFMR Fimpact Long 10 Floor Phase 1, IITM Research
INE982X08018
Term Credit Fund Park, Kanagam Village Taramani,
Chennai-Tamilnadu 600113

Various
Debenture-Holders
INE982X08034 in the category of
Individuals, HUF,
Companies etc

400

**

100

10000000

Rated, Listed, Unsecured,
Subordinated, Redeemable,
Taxable, Non-Conve ible
Debentures

**

150

15000000

Rated, Listed, Unsecured,
Subordinated, Redeemable,
Taxable, Non-Conve ible
Debentures

345

345

Secured, Rated, Listed,
Redeemable, Transferable,
Non-conve ible Debentures

380

380

Secured, Rated, Listed,
Redeemable, Transferable,
Non-conve ible Debentures

250

25000000

Secured, Rated, Unlisted,
Redeemable, Taxable,
Non-Conve ible Debentures

260

260

Secured Rated Listed
Redeemable Transferable
Non-Conve ible Debentures

200

2000

Secured Rated Listed
Redeemable Transferable
Principal Protected Market Linked
Non-Conve ible Debentures

Standard Chartered Bank
Securities Services, 3rd Floor
23-25, Mahatma Gandhi Road
Fort, Mumbai-400001

221

221

Secured Rated Listed
Redeemable Transferable
Non-Conve ible Debentures

INE982X07168

JAPAN ASEAN
Women
Empowerment
FundStandard Chartered Bank
Securities Services, 3rd Floor
23-25, Mahatma Gandhi Road
Fort, Mumbai-400001

161

161

Secured Rated Listed
Redeemable
Non-Conve ible Debentures

INE982X07143

Microfinance
Citibank N.A. Custody Services
Initiative For Asia Fifc- 9th Floor, G Block Plot C-54
(MIFA) Debt Fund And C-55, Bkc Bandra - East,
SA, SICAV-SIF
Mumbai-400098

161

161

Secured Rated Listed
Redeemable
Non-Conve ible Debentures

INE982X07176

UTI International
Wealth Creator 4Standard Chartered Bank
Securities Services, 3rd Floor
23-25, Mahatma Gandhi Road
Fort, Mumbai-400001

800

800

Secured Rated Listed
Redeemable Transferable
Non-Conve ible Debentures

Various
Debenture-Holders
INE982X08042 in the category of
Individuals, HUF,
Companies etc
INE982X07093

INE982X07101

INE982X07119

INE982X07127

INE982X07135

JAPAN ASEAN
Women
Empowerment
FundStandard Chartered Bank
Securities Services, 3rd Floor
23-25, Mahatma Gandhi Road
Fort, Mumbai-400001
Standard Chartered Bank
InsuResilience
Securities Services, 3rd Floor
Investment Fund,
23-25, Mahatma Gandhi Road
Debt-Sub Fund
Fort, Mumbai-400001
12th Floor, No. 471, Prestige
Vivriti India Impact
Polygon, Anna Salai, Nandanam,
Bond Fund
Chennai, Tamil Nadu 600035
Microfinance
Citibank N.A. Custody Services
Initiative for Asia Fifc- 9th Floor, G Block, Plot C-54
(MIFA) Debt Fund And C-55, Bkc Bandra - East,
SA, SICAV-SIF
Mumbai 00098
IITM
Research
Park Phase,
Northern Arc
th
110
Floor
No
1
Kan AgamIncome Builder
Villagtaramani Chennai
Fund (Series II)
Tamilnadu

Covid-19 Emerging
and FrontierMarkets MSME
INE982X07150
Support FundSCSP SICAV-RAIF– AFRASIA

Contd...

73

CORPORATE OVERVIEW

INE982X07267*

HSBC Securities Services
11th Floor, Bldg 3, Nesco - IT Park
Nesco Complex, W.E.
Highway Goregaon(East),
Mumbai-400063

STATUTORY REPORTS

Microfinance
Enhancement
Facility SA,
SICAV-SIF

Pa iculars

FINANCIAL STATEMENTS

The details regarding the Debenture Holders along with ISIN as on March 31, 2023 are given as under:Amount
No of
Name of
Address
ISIN
Debenture Holder(In Millions)
Debentures

Annual Repo

2023

ISIN

Name ofDebenture Holder

Address

12th Floor No 471 Prestige
Vivriti India Impact
INE982X08059
Polygon Anna Salai Nandanam
Bond Fund
Chennai Tamil Nadu 600035
Microfinance
Enhancement
Facility SA,
SICAV-SIF
INE982X07218
UTI International
Wealth Creator 4

Northern Arc India
INE982X08067
Impact Trust
BlueOrchard
Microfinance Fund

INE982X07234

INE982X07226

No ofDebentures

Pa iculars

300

3000

Rated, Unlisted, Subordinated,
Unsecured, Redeemable,
Transferable, Dematerialised,
Non-Conve ible Debentures

420

420

Secured Rated Listed
Redeemable Transferable
Non-Conve ible Debentures

300

300

Rated, Subordinated, Unsecured,
Taxable, Unlisted, Redeemable,
Transferable, Non-Conve ible
Debentures

450

450

Secured Rated Listed
Redeemable Transferable
Non-Conve ible Debentures

Standard Chartered Bank
Securities Services, 3rd Floor
23-25, Mahatma Gandhi Road
Fort, Mumbai-400001
10th Floor Phase 1 IIT Madras
Research Park Kangam
Village Taramani Chennai
Tamil Nadu India 600113
Standard Chartered Bank
Securities Services, 3rd Floor
23-25 Mahatma Gandhi
Road Fort, Mumbai 400001

Japan ASEAN
Women
Empowerment
FundStandard Chartered Bank
Securities Services, 3rd Floor
23-25, Mahatma Gandhi Road
Fort, Mumbai-400001

Creation
Investments
FPI, LLCICICI Bank Limited SMS Dept
1st Floor Empire Complex 414
SB Marg Lower Parel Mumbai,
Maharashtra 400013

260

260

Rated, unlisted, senior,transferable, redeemable, taxable,
non-conve ible debentures

**

240

240

Secured Rated Listed
Redeemable Transferable
Non-Conve ible Debentures

No 27 A Developed Industrial
Estate South Phase
Guindy Chennai 600032

250

250

Rated, Listed, Unsubordinated,
Secured, Redeemable,
Transferable, Taxable,
Non-Conve ible Debentures

375

375

Secured Rated Listed
Redeemable Transferable
Non-Conve ible Debentures

610

610

Unlisted, Unsecured, Transferable,
Redeemable, Interest bearing
Non-Conve ible Debentures

467

467

Secured, Rated, Unlisted,
Redeemable, Transferable,
Non-Conve ible Debentures

350

Fully Paid, Rated, Listed, Senior,
Secured, Redeemable, Taxable
Principal Protected Market Linked
Non-Conve ible Debentures

300

Secured, Listed, Rated,
Unsubordinated, Transferable,
Redeemable, Principal
Protected, Market Linked
Non-Conve ible Debentures

Various Debenture
Holders in the
category of
INE982X07259
Individuals, AIF,
Companies, etc
INE982X07275

HSBC Securities Services
11th Floor, Bldg 3, Nesco - IT Park
Nesco Complex, W.E. Highway
Goregaon (East),
Mumbai 400063

Amount(In Millions)Hinduja Leyland
Finance LimitedStandard Chartered Bank
Securities Services, 3rd Floor
BlueOrchard
Microfinance Fund 23-25, Mahatma Gandhi Road
Fort, Mumbai-400001
INE982X07283

2022-23

Citibank N.A. Custody Services
MicrofinanceFifc- 9th Floor, G Block
Initiative for Asia
Plot C-54 And C-55,(MIFA) Debt Fund
Bkc Bandra - East,
SA, SICAV-SIF
Mumbai 400098

INE982X08075

Gojo andCompany Inc

INE982X07291

Global AccessFund LP

Various Debenture
Holders in the
category of
INE982X07309
Individuals, HUF,
LLP Companies etc.
Various Debenture
Holders in the
INE982X07317 category of Trust,
LLP, Individuals,
Companies etc.

ICICI Bank Limited SMS Dept
1st Floor Empire Complex 414
SB Marg Lower Parel Mumbai,
Maharashtra 400013
HDFC Bank Limited Custody
Operations Empire Plaza
14th Floor Lbs Marg
Chandan Nagar Vikhroli
West Mumbai
**

**

350

300

Contd...

74

Annual Repo

Name ofDebenture Holder

Address

INE982X07325

Northern Arc
Income Builder
Fund (Series II)

IITM Research Park Phase,
110th Floor, No 1 Kan Agam
Villagtaramani, Chennai
Tamilnadu, 600113

150

150

Unifi AIF

HDFC Bank Limited, Custody
Operation Sempire Plaza Twr-1,
4th Floor, Chandan Nagarlbs Marg,
Vikhroli West, Mumbai 400083

200

200

Various Debenture
Holders in the
INE982X07341 category of HUF,
Individuals,
Company etc.

**

250

250

GMO-Z.Com
INE982X07358 Payment Gateway
India Credit Fund

68 Filmcenter C-34 3rd Floor
J Dadaji Road Tardeo
Mumbai 400034

700

700

Unlisted, Secured, Rated,
Redeemable, Transferable,
Non-Conve ible Debenture

GMO-Z.Com
INE982X07366 Payment Gateway
India Credit Fund

68 Filmcenter C-34 3rd Floor
J Dadaji Road Tardeo
Mumbai 400034

300

300

Unlisted, Secured, Rated,
Redeemable, Transferable,
Non-Conve ible Debenture

Nederlandse
FinancieringsMaatschappij Voor
INE982X07374
OntwikKelingslanden
N.V. (FMO)

Standard Chartered Bank
Securities Services, 3rd Floor
23-25, Mahatma Gandhi Road
Fort, Mumbai-400001

2050

20500

Unlisted, Secured, Rated,
Redeemable, Transferable,
Non-Conve ible Debenture

INE982X07333

Pa iculars
Secured, Listed, Rated,
Unsubordinated, Transferable,
Redeemable, Principal
Protected, Market Linked
Non-Conve ible Debentures
Senior, Rated, Listed,
Unsubordinated, Secured,
Redeemable, Transferable,
Taxable, Non-Conve ible
Debentures
Senior, Rated, Listed,
Unsubordinated, Secured,
Redeemable, Transferable,
Taxable, Non-Conve ible
Debentures*ISIN changed from INE982X07085 to INE982X07267 pursuant to modifications in the terms of Non-Convertible Debentures.
** There are various debenture holders whose address as mentioned, are being maintained by RTAs/Depositories.

REDEMPTION DURING THE FINANCIAL YEAR 2022-23
l On May 24, 2022, the Company redeemed 1500 Rated, Unsubordinated, Secured, Transferable, Redeemable, Principal Protected, Market
Linked, Non-Convertible Debentures of face value of Rs. 1,00,000/- each.
l On September 30, 2022, the Company redeemed 49966 Secured, Redeemable, Non-Convertible Debentures of face value of Rs. 10,000/each.
l On February 28, 2023, the Company redeemed 300 Secured, Rated, Redeemable, Transferable, Non-Convertible Debentures of face valueof Rs. 10,00,000/- each.

REGISTRAR AND SHARE TRANSFER AGENT
In pursuance of Regulation 7(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, all activities in relation toelectronic transfer facility with respect to Non-Convertible Debentures (NCDs) are maintained by our Registrar & Transfer Agents (RTAs) i.e.
Link Intime India Private limited having SEBI Registration No. INR000004058 and KFIN Technologies Limited having SEBI Registration No.
INR000000221.
The transfers in relation to NCDs held in electronic form are processed by National Securities Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL) through their respective Depository Participants.

Code of Conduct

The Company had adopted Code of Conduct which is available on the website of the Company and can be accessed through the weblink of
the Company https://satyamicrocapital.com/code-of-conduct/. The object of the Code is to conduct the Company's business ethically andwith responsibility, integrity, fairness, transparency and honesty. This Code sets out a broad policy for one's conduct in dealing with theCompany, fellow directors and employees and with the external environment in which the Company operates.

MEANS OF COMMUNICATION
a. Results

The Company publishes limited reviewed un-audited standalone financial results on Quarterly basis. In respect of the last Quarter, theCompany published the audited Standalone & consolidated financial results for the complete financial year. The quarterly, half-yearly andannual financial results are also uploaded on the Company's website and intimated to Stock Exchange (BSE).

b. Newspapers wherein results normally publishedThe quarterly/ half-yearly/ annual financial results were published in 'Financial Express (English) Newspaper & Jansatta (Hindi) Newspaper.
However, the annual financial results for the financial year ended March 31, 2023, were published in 'The Economics Times' and Dainik
Jagran.

c. Website, where displayed

The Company has an operational website www.satyamicrocapital.com wherein inter alia quarterly, half-yearly and annual financials,
regulatory disclosures, policies, etc. are placed.

d. Official news releases

All financial and other vital official news releases and documents under the SEBI Listing Regulations, wherever required, are also
communicated to the concerned stock exchanges, besides being placed on the Company's website.

e. Presentations made to institutional investors or to analysts.

The Company is High-Value Debt Listed entity and the Equity Share Capital of the Company is not Listed. Hence, not applicable.

75

CORPORATE OVERVIEW

No of
Debentures

ISIN

STATUTORY REPORTS

Amount(In Millions)2022-23

FINANCIAL STATEMENTS

2023

Annual Repo

2023

2022-23

GENERAL SHAREHOLDER INFORMATION

a. Company Registration details:

The Corporate Identification Number (CIN) allotted by the Ministry of Corporate Affairs is U74899DL1995PLC068688. Registration number
allotted by RBI is 14.01513.

b. Ensuing Annual General Meeting –Date: July 03, 2023
Time: 06:00 PM
Venue: 519, 5th Floor, DLF Prime Towers, Okhla Industrial Area, Phase-1, New Delhi-110020.
c. Financial Year : 1st April to 31st Marchd. Dividend Payment Date : Not Applicablee. Listing Fees:

The Debentures of the Company are listed on Bombay Stock Exchange (BSE) and the listing fees payable to the stock exchange for thefinancial year 2023-24 has been paid in full.

f. Stock Code : Not Applicable*
g. Market Price data- high, low during each month in the last financial year : Not Applicable*
h. Performance in comparison to broad-based indices such as BSE Sensex, CRISIL Index etc : Not Applicable*
i. In case the securities are suspended from trading, the directors report shall explain the reason thereof : Not Applicable
j. Share transfer system:

The Stakeholders Relationship Committee is authorized to approve transfers of shares. The dematerialized shares are transferred directly
to the beneficiaries by the depositories. The Company has an electronic connectivity with Link Intime Private Limited and the transfer ofshares in physical form are maintained In-House.

Registrar and Transfer Agent :Link Intime India Private Limited
C 101, 247 Park, C 101 1st Floor, LBS Marg, Vikhroli (W), Mumbai – 400 083
Tel. No.: +91 22 2594 6970; Fax No.: +91 22 2594 6969
E-mail: rnt.helpdesk@linkintime.co.in Website: https://www.linkintime.co.in/
KFIN Technologies Limited
Selenium Building, Tower-B, Plot No.- 31 & 32, Financial District,
Nanakramguda, Serilingampally, Hyderabad, Rangareddi, Telangana, India, 500032
Phone : +91 - 40 – 67162222, 7961 1000,
E-mail : venu.sp@kfintech.com
Website : www.kfintech.com

k. Distribution of Shareholding as on 31st March 2023:
Categories

No. of fully paid up
Preference shares held

Promoters' Holding
IndianForeign
Non - Promoters' Holding
IndianForeignGrand Total

No. of pa ly paid up Total no. of Preference
Preference shares held
shares Held

Percentage ofShareholding

1,38,61,900
3,85,10,540

50,00,000-

1,88,61,900
3,85,10,540

30.85
62.98

37,75,816
5,61,48,256

50,00,000

37,75,816
6,11,48,256

6.17
100

No. of pa ly paid up Total no. of Preference
Preference shares held
shares Held

Percentage ofShareholding

Note: The above percentage is calculated based on No. of Shares

Categories

No. of fully paid up
Preference shares held

Promoters' Holding
IndianForeign
Non - Promoters' Holding
IndianForeignGrand Total

2,00,000
44,50,000

25,00,000-

27,00,000
44,50,000

37.76
62.24

46,50,000

25,00,000

71,50,000

100

Note: The above percentage is calculated based on No. of Shares

During the year under review, Dia Vikas Capital Private Limited, Investor Shareholder exited from the Company pursuant to the transfer of
its entire shareholding to Gojo & Company, Inc, Holding Company.

l. Dematerialization of Shares and liquidity:a) As per the notification dated September 10, 2018 issued by Ministry of Corporate Affairs (MCA), the requests for effecting transfer of
securities in physical mode shall not be processed by the Company on or after October 02, 2018 unless the securities are held in thedematerialized form with a depository. It is mandatory for every shareholder to get their shares dematerialized before the transfer orsubscription to any securities of an unlisted public company.
b) As on March 31, 2023, 60,75,21,76 (99.35%) Equity Shares and 71,50,000(100%) Preference Shares were held in dematerialized form with
National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The Shares allotted during the year

76

2023

Annual Repo

2022-23

under review were also admitted in the dematerialized mode with the depository. Further, all Non-Convertible Debenture(NCDs) are indematerialised form and these securities are maintained with NSDL and CDSL.

n. Plant locations : Not Applicableo. Update your Correspondence address / Email Id :To ensure all communications, all shareholders holding shares in physical form are requested to notify to the Company at its registeredoffice as per the details given herein below, change in their address / email Id instantly by written request under the signatures of sole/ firstjoint holder. Shareholder(s) holding shares in dematerialized form are requested to notify change in bank details / address / email Id directlywith their respective Dps

CORPORATE OVERVIEW

m.Outstanding Global depository receipts or American depository receipts or warrants or any convertible instruments,
conversion date and likely impact on equity : Not Applicable

Quote Folio No. / DP ID No.:

Shareholders/Beneficial Owners are requested to quote their Folio Nos./DP ID Nos. as the case may be, in all correspondence with theCompany. Shareholders are also requested to quote their Email IDs, Contact numbers (landline/ Mobile phone) for prompt reply to theircorrespondence.

STATUTORY REPORTS

519,5th Floor, DLF Prime Towers, Okhla Industrial Area, Phase-1, New Delhi-110020
Email id: investors@satyamicrocapital.com, Phone: +911149724000
Website: www.satyamicrocapital.com

Registrar and Transfer Agent:

FINANCIAL STATEMENTS

Link Intime India Private Limited
C 101, 247 Park, C 101 1st Floor, LBS Marg, Vikhroli (W), Mumbai – 400 083
Tel. No.: +91 22 2594 6970; Fax No.: +91 22 2594 6969
E-mail: rnt.helpdesk@linkintime.co.in
Website: https://www.linkintime.co.in/
KFIN Technologies Limited
Selenium Building, Tower-B, Plot No.- 31 & 32, Financial District,
Nanakramguda, Serilingampally, Hyderabad, Rangareddi, Telangana, India, 500032
Phone : +91 - 40 – 67162222, 7961 1000,
E-mail : venu.sp@kfintech.com
Website : https://www.kfintech.com

Debenture Trustees Details:

1. Catalyst Trusteeship Limited (formerly known as GDA Trusteeship Limited)
Registered Office: GDA House, First Floor, Plot No. 85 S. No. 94 & 95,
Bhusari Colony (Right), Kothrud, Pune - 411038, Maharashtra, India
Tel. Nos.: +91 (020) 25280081
Website: www.catalysttrustee.com
Email:- ComplianceCTL-Mumbai@ctltrustee.com
2.Vardhman Trusteeship Private Limited (formerly known as Ativir Stock Broking Pvt. Ltd.)
Registered Office: Turner Morrison Building, Unit No. 15, 6 Lyons Range, Kolkata-700001
Tel. Nos.:+91 22 42648335/+91 22 4014 0832
Website: https://vardhmantrustee.com/
Email:- compliance@vardhmantrustee.com

Any query on Annual Report : Members can write an email on cs@satyamicrocapital.com or send query on annual report on below
mentioned address: 519, 5th Floor, DLF Prime Towers, Okhla Industrial Area, Phase-1, New Delhi-110020, India, addressed to Company
Secretary and Chief Compliance Officer.
p. Credit Rating

The list of credit ratings for all instruments has been provided in the Board's Report.

q. Dates of book closure : Not Applicable
During the period under review, the Board does not recommend payment of any Final Dividend on the Equity Shares for FY 2022-23.
*The equity shares of the Company are not listed on the stock exchange and hence certain details are not applicable to the Company.

77

Annual Repo

2023

2022-23

OTHER DISCLOSURESPa iculars

Details

Disclosures on materially significant related There are no material related party transactions during the year under review that havep a r t y t r a n s a c t i o n s t h a t m a y h a v e potential conflict with the interest of the Company.
potential conflict with the interests oflisted entity at large.
Details of non-compliance by the Company, There were no penalties/strictures imposed on the Company except few pecuniary fines
penalties, strictures imposed on the listed paid by the Company on account of delayed submission.
entity by Stock Exchange(s) or the
Securities and Exchange Board of India or
any statutory authority, on any matter
related to capital markets, during he last
three years
Details of establishment of Vigil Mechanism In compliance with the applicable provisions of the Act and other applicable regulations,/ Whistle Blower Policy and affirmation that the Committee has Board approved policy/mechanism on dealing with whistle blowers.
no personnel have been denied access to During the year, no individual was denied access to the Audit Committee for reporting
concerns, if any. The said policy/mechanism is disclosed on the Company's website and can
the audit committee.
be accessed on Weblink https://satyamicrocapital.com/policies/. The Company has put inplace a whistle blower policy to support the Code of Conduct. The details about thevigil mechanism forms part of the Board's report.
Web link where policy for determining
https://satyamicrocapital.com/policies/‘Material' Subsidiaries is disclosed.
Details of compliance with mandatory
The Company is in compliance with the requirement as applicable for High Value Debt Listed
requirements and adoption of the nonCompany
mandatory requirements
Web link where policy on dealing with https://satyamicrocapital.com/policies/
related party transactions
Disclosure of commodity price risks and
Not Applicablecommodity hedging activities.
Details of utilization of funds raisedt h ro u g h p re fe re n t i a l a l l o t m e n t o r
Not Applicablequalifie d inst itu t ions placement as
specified under Regulation 32 (7A).
Details of utilization of funds raised throughp refe re nt i a l a l l ot m e nt or q u a l i fi e d Not Applicableinstitutions placement as specified under
Regulation 32 (7A).
A certificate from a Company Secretary inpractice that none of the Directors on the
Board of the Company have been debarredor disqualified from being appointed orcontinuing as directors of Companies by
the Board/Ministry of Corporate Affairs or
any such statutory authority.

The Company has obtained a certificate from M/s Vinod Kothari & Company, Practising
Company Secretaries, Secretarial Auditors, that none of the Directors on the Board of theCompany have been debarred or disqualified from being appointed or continuing as
directors of Companies by the Board/Ministry of Corporate Affairs or any such statutory
authority. The same is reproduced at the end of this report and marked as Annexure 1A.

Where the Board had not accepted any During FY 2022-23, all the recommendations which were mandatorily required, of therecommendation of any committee of the various Committees of the Board were accepted by the Board.
Board which is mandatorily required, in therelevant financial year, the same to bedisclosed along with reasons thereof.
Total fees for all services paid by the listed
entity and its subsidiaries to the statutory
auditor and all entities in the network
firm/network entity of which the statutory
auditor is a part.

Particulars

Payment to auditors
Audit fees
Certification fees
Out of pocket expenses
Total

For year ended March 31, 2023
SATYA MicroCapital
SATYA Micro Housing
LimitedFinance Private Limited(Rs in Million)(Rs in Million)
5.10
0.50
0.33
0.23
5.66
0.50

Disclosures in relation to the Sexual
Harassment of Women at Workplace(Prevention, Prohibition and Redressal) Act,
2013.

Number of complaints
filed during the Year

Number of complaints
disposed off during the year

Number of complaints
pending as on end of the year

0

0

0

Disclosure by the Company of 'Loans andadvances in the nature of loans to firms/
companies in which directors are interested
by name and amount.

Nature ofTransactions

Familiarization Program

Related Party

Advance given Credentia Finclusion Pvt. Ltd.

For year ended
March 31, 2023

As at March 31, 2023
(Payable)/Receivable)

Rs. 25 Million

Rs. 16.72 Million

Details of familiarisation programmes imparted to Independent Directors is disclosed on thewebsite of the Company and can be accessed through the weblink of the Company
https://satyamicrocapital.com/stock-exchange-intimations-and-compliance-3/.

78

2023

Annual Repo

2022-23

NON-COMPLIANCE OF ANY REQUIREMENT OF CORPORATE GOVERNANCE REPORT OF SUBPARAS ABOVE, WITH REASONS THEREOF SHALL BE DISCLOSEDTHE DISCLOSURES OF THE COMPLIANCE WITH CORPORATE GOVERNANCE REQUIREMENTS
SPECIFIED IN REGULATION 17 TO 27 AND CLAUSES (B) TO (I) OF REGULATION 46(2) OF SEBILISTING REGULATIONS SHALL BE MADE IN THE SECTION ON CORPORATE GOVERNANCE OF THE
ANNUAL REPORTAs on March 31, 2023, the Company is in compliance with the corporate governance requirements specified in Regulation 17 to 27 of SEBI
(Listing Obligation and Disclosure Requirements), Regulations, 2015. However, clauses (b) to (i) of sub-regulation (2) of regulation 46 of SEBI
(Listing Obligation and Disclosure Requirements, 2015 is not applicable to the Company being High Value Debt Listed Entity.

DECLARATION SIGNED BY THE MANAGING DIRECTOR STATING THAT THE MEMBERS OF BOARD
OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL HAVEAFFIRMED COMPLIANCE WITH THE CODE OF CONDUCT OF BOARD OF DIRECTORS AND SENIORMANAGEMENTThe Code of Conduct of the Company aims at ensuring consistent standards of conduct and ethical business practices across the Company.
This Code is reviewe d on annual basis and t he late st Code is available on t he website of t he Company(https://satyamicrocapital.com/policies/). Pursuant to SEBI(Listing Obligation and Disclosure Requirements), Regulation, 2015, a confirmationfrom the Managing Director, CEO & CIO regarding compliance with the Code by all the Directors, Key Managerial Personnel and Senior
Management of the Company is enclosed as Annexure- 1B.

COMPLIANCE CERTIFICATE FROM EITHER THE AUDITORS OR PRACTICING COMPANY
SECRETARIES REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE SHALL
BE ANNEXED WITH THE DIRECTORS' REPORTThe Company has obtained a compliance certificate from the Practising Company Secretaries M/s Vinod Kothari & Company on Corporate
Governance. The same is part of the Annual Report as Annexure 1C.

ANNUAL SECRETARIAL COMPLIANCE REPORTYour Company has undertaken an audit for FY 2023 for all applicable compliances as per SEBI (Listing Obligations and Disclosure
Requirements) Regulations,2015 and Circulars/ Guidelines issued thereunder. The Annual Secretarial Compliance Report issued by M/s Vinod
Kothari & Company, Company Secretaries, Secretarial Auditor for FY 2023 has been submitted to the Stock Exchange (BSE) and is annexed as
Annexure 1D.

CEO/CFO CERTIFICATIONAs required under Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the CEO and CFO of theCompany have certified the accuracy of the Financial Statements, the Cash Flow Statement and adequacy of Internal Control Systems forfinancial reporting for the year ended March 31, 2023.

79

STATUTORY REPORTS

The Company became high-Value Debt Listed Company w.e.f. May 31, 2022, the Company is in compliance with the requirement specified inregulations 17 to 27 of SEBI (Listing Obligation and Disclosure Requirements), 2015, however, the Company has not adopted discretionary
requirements as specified in Part E of Schedule II.

FINANCIAL STATEMENTSDISCRETIONARY REQUIREMENTS AS SPECIFIED IN PART E OF SCHEDULE II SEBI (LISTINGOBLIGATION AND DISCLOSURE REQUIREMENTS), 2015

CORPORATE OVERVIEWThe Company became high-Value Debt Listed Company w.e.f. May 31, 2022, the Company is in compliance with the requirement specified inregulations 17 to 27 of SEBI (Listing Obligation and Disclosure Requirements), 2015.

Annual Repo

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2022-23

ANNEXURE-1A
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS[Pursuant to BSE Circular dated January 07, 2022 and Para C (10)(I) of Schedule V to the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015]
To,
The Members of
SATYA MicroCapital Limited
We have examined the relevant registers, records, forms, returns, and disclosures received from the Directors of SATYA MicroCapital Limited
having CIN U74899DL1995PLC068688 and having registered office at 519 5th floor DLF Prime Towers, Okhla Industrial Area, Phase-1 Delhi110020 (hereinafter referred to as Company'), produced before us by the Company for the purpose of issuing this Certificate, in accordancewith BSE Circular dated January 07, 2022 read with clause 10(i) of Para C of Schedule V to the Securities Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN) status at
the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company & its officers, we hereby certify thatnone of the Directors on the Board of the Company as stated below for the Financial Year ended March 31, 2023 have been debarred or
disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India or the Ministry of
Corporate Affairs or by the Reserve Bank of India.

Sl. No.

Name of the Director as on March
31, 2023

DIN

Category of Directorshipas on March 31, 2023

Date of rst Appointment

1.

Mr. Vivek Tiwari

02174160

Managing Director

February 18, 2016

2.

Dr. Ratnesh Tiwari

07131331

Non-Executive Director

October 28, 2016

3.

Mr. Sanjay Gandhi

02234298

Nominee Director

August 1, 2018

4.

Mr. Taejun Shin

08056236

Nominee Director

January 18, 2021
August 29, 2019
August 11, 2017

5.

Mr. Naveen Surya

00094514

Independent Director

6.

Mr. Mohan Chandanathil Pappachan

02661757

Independent Director

7.

Ms. Surekha Marandi

06952573

Independent Director

February 28, 2020

07139051

Independent Director

September 24, 2021

8.

Dr. Deepali Pant Joshi

Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company.
Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of
the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.
For M/s Vinod Kothari & Company
Practicing Company Secretaries
Unique Code: P1996WB042300
sd/-

Place: New Delhi
Date: May 23, 2023

Nitu Poddar
PartnerMembership No.: A37398
C P No.: 15113
UDIN: A037398E000360644
Peer Review Certificate No.: 781/2020

80

2023

Annual Repo

2022-23

ANNEXURE-1B
CORPORATE OVERVIEWDECLARATION PURSUANT TO PART D OF SCHEDULE V OF SEBI (LISTINGOBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
To
The Member of
SATYA MicroCapital Limited

I hereby declare that all the Board members, Key Managerial Personnel and Senior Management Personnel as on March 31, 2023, have affirmed
compliance with the Code of Conduct for the Company’s Board of Directors, Key Managerial Personnel and Senior Managerial Personnel.

sd/Vivek Tiwari
Managing Director, CEO & CIO
DIN: 02174160

FINANCIAL STATEMENTS

Place : New Delhi
Date : May 22, 2023

STATUTORY REPORTS

Sub: Affirmation of Compliance with Code of Conduct for the Company’s Board of Directors, Key Managerial Personnel and Senior Managerial
Personnel

81Annual Repo

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2022-23

ANNEXURE-1C
CERTIFICATE ON CORPORATE GOVERNANCE
To,
The Members
SATYA MicroCapital Limited
We have examined the compliance of Corporate Governance by SATYA MicroCapital Limited (“Company”) for the financial year ending on
March 31, 2023, as stipulated in Regulations 17 to 27 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“Listing Regulations”), applicable on 'comply or explain basis' to the Company, being a high value debt
listed entity, on the basis of the examination of documents provided in Annexure 1.
Compliance with the conditions of Corporate Governance is the responsibility of the Management of the Company. Our examination was
limited to review of the procedures and implementation thereof, adopted by the Company for ensuring the compliance with the conditions of
the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied withthe conditions of Corporate Governance as stipulated in the above-mentioned Listing Regulations.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness withwhich the management has conducted its affairs.
For Vinod Kothari & Company
Practising Company Secretaries
sd/-

Date: May 23, 2023
Place: New Delhi

Nitu Poddar
PartnerMembership No.: A37398
CP No.: 15113
UDIN: A037398E000361040
Peer Review Certificate No.: 781/2020

82

Annual Repo

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2022-23

ANNEXURE I
List of Documents
Minutes for the meetings of the following held during the Audit Period:

Resolutions by circulation passed during FY 2022-23;
Proof of circulation of draft and signed minutes of the Board Committee meetings’ minutes;
Annual Report for financial year 2021-22;
Financial Statements and Auditor’s Report for financial year 2021-22;
Director disclosures under the Act and rules made thereunder;
Policies framed under Act and the Listing Regulations;
Draft Financial Statements for the period April 1, 2022 - March 31, 2023.

STATUTORY REPORTS

2.
3.
4.
5.
6.
7.
8.

Board of Directors;
Audit Committee;
Risk Management Committee;
Nomination and Remuneration Committee;
Corporate Social Responsibility Committee;
Annual General Meeting and Extraordinary General Meeting;

CORPORATE OVERVIEW

a)
b)
c)
d)
e)
f)

FINANCIAL STATEMENTS

1.

83

Annual Repo

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2022-23

ANNEXURE-1D

Secretarial compliance report of SATYA MicroCapital Limited
for the financial year ended March 31, 2023

We have conducted the review of the compliance of the applicable statutory provisions and the adherence to good corporate practices
by SATYA MicroCapital Limited (hereinafter referred as ‘Company’), having its Registered Office at 519, 5th floor DLF Prime Towers,
Okhla Industrial Area, Phase-1 Delhi -110020. Secretarial Review was conducted in a manner that provided us a reasonable basis forevaluating the corporate conducts/statutory compliances and expressing our observations thereon.
Based on our verification of the Company’s books, papers, minutes books, forms and returns filed and other records maintained by thelisted entity and also information provided by the Company, its officers, agents and authorized representatives during the conduct ofSecretarial Review, we hereby report that in our opinion, the Company has, during the review period covering the financial year ended on
March 31, 2023 (‘Review Period’), complied with the statutory provisions listed hereunder in the manner and subject to the reporting
made hereinafter:
We have examined:(a) all the documents and records made available to us and explanation provided by the Company,(b) the filings/ submissions made by the Company to the stock exchanges,(c) website of the Company,

for the Review Period in respect of compliance with the provisions of:(a) the Securities and Exchange Board of India Act, 1992 (“SEBI Act”) and the Regulations, circulars, guidelines issued there under; and(b) the Securities Contracts (Regulation) Act, 1956 (“SCRA”), rules made thereunder and the Regulations, circulars, guidelines issued
thereunder by the Securities and Exchange Board of India (“SEBI”);
The specific Regulations, whose provisions and the circulars/ guidelines issued thereunder, have been examined, include:(a) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing
Regulations’);(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (‘PIT Regulations’);
The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021;(d) The Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993 (in relation to obligations of Issuer Company);(e) Securities and Exchange Board of India (Depositories & Participants) Regulations, 2018; and(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations,1993 (in relation to
obligations of Issuer Company)
and circulars/ guidelines issued thereunder;
and based on the above examination, we hereby report that, during the Review Period:
I. (a) The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder, except in
respect of matters specified below:Sr. No.

Compliance Regulation/ Deviations Action taken
Requirement circular no.
by(Regulations/circulars /guidelines
includingspecific clause)Type ofaction1.

Details of violation Fine amount Observations Management Remarks/ remark of
response
the PCS

None(b) The listed entity has taken the following actions to comply with the observations made in previous reports:
Sr. No.

Compliance Regulation/ Deviations Action taken
Requirement circular no.
by(Regulations/ relating tocirculars /Listing
guidelines
Regulations
includingspecific clause)Type ofactionDetails of violation Fine amount Observations Management Remarks/ remark of
response
the PCS

Not Applicable

II. Compliances related to resignation of statutory auditors from listed entities and their material subsidiaries as per SEBI Circular
CIR/CFD/CMD1/114/2019 dated 18th October, 2019:
Sr. No.
Compliance Status (Yes/No/NA)
Observations/ Remarks by PCS
Pa iculars
1Compliances with the following conditions while appointing/re-appointing an auditor
i. If the auditor has resigned within 45 days from the end of a quarter of afinancial year, the auditor before such resignation, has issued the limited
review/ audit report for such quarter; or

NA

NONE

ii. If the auditor has resigned after 45 days from the end of a quarter of afinancial year, the auditor before such resignation, has issued the limited
review/ audit report for such quarter as well as the next quarter; oriii. If the auditor has signed the limited review/ audit report for the first threequarters of a financial year, the auditor before such resignation, has issued
the limited review/ audit report for the last quarter of such financial year aswell as the audit report for such financial year.

84Annual Repo

2023

Sr. No.

Pa iculars

Compliance Status (Yes/No/NA)

Observations/ Remarks by PCS

NA

NONE

NA

NONE

Other conditions relating to resignation of statutory auditor
I. Reporting of any concerns by Auditor with respect to the listed entity/ itsmaterial subsidiary to the Audit Committee:

CORPORATE OVERVIEW

a. In case of any concern with the management of the listed entity/ material
subsidiary such as non-availability of information/ non-cooperation by the
management which has hampered the audit process, the auditor has
approached the Chairman of the Audit Committee of the listed entity andthe Audit Committee shall receive such concern directly and immediately
without specifically waiting for the quarterly Audit Committee meetings.
b. In case the auditor proposes to resign, all concerns with respect to the
proposed resignation, along with relevant documents has been brought tothe notice of the Audit Committee. In cases where the proposed resignationis due to non-receipt of information/ explanation from the company, theauditor has informed the Audit Committee the details of information/
explanation sought and not provided by the management, as applicable.

STATUTORY REPORTS

c. The Audit Committee / Board of Directors, as the case may be,deliberated on the matter on receipt of such information from the auditor
relating to the proposal to resign as mentioned above and communicate its
views to the management and the auditor.
ii. Disclaimer in case of non-receipt of information:
The auditor has provided an appropriate disclaimer in its audit report, whichis in accordance with the Standards of Auditing as specified by ICAI / NFRA,
in case where the listed entity/ its material subsidiary has not provided
information as required by the auditor.

3

The listed entity/ its material subsidiary has obtained information from the
Auditor upon resignation, in the format as specified in Annexure-A in SEBI
circular CIR/CFD/CMD1/114/2019 dated 18th October 2019.

III. We hereby report that, during the Review Period the compliance status of the listed entity is appended as below:
Sr. No.
1

Pa iculars
Secretarial Standards:

Compliance Status (Yes/No/NA)

Observations/ Remarks by PCS

Yes

None

The compliances of the listed entity are in accordance with the applicable
Secretarial Standards (SS) issued by the Institute of Company Secretaries
India (ICSI).

2

Adoption and timely updation of the Policies:• All applicable policies under SEBI Regulations are adopted with theapproval of board of directors of the listed entity.
• All the policies are in conformity with SEBI Regulations and have beenreviewed & updated as per the regulations /circulars /guidelines issued by
SEBI.

3

Yes

Maintenance and disclosure on website:• The listed entity is maintaining a functional website.
• Timely dissemination of the documents/ information under a separate
section on the website.
• Web-links provided in annual corporate governance reports under
Regulation 27(2) are accurate and specific which redirects to the relevant
document(s)/ section of the website.

4

Yes

Disqualification of Directors:
None of the Directors of the Company are disqualified under section 164 of
the Companies Act, 2013, as confirmed by the listed entity.

Yes
Yes
NA
Yes

With respect to the web-links, the listed
entity is a HVDLE and is only required tosubmit corporate governance reports to theextent provided in Annexure I of SEBI
Circular May 31, 2021 as per BSE Circular
dated January 7, 20221.
We have verified the same basis thedeclarations furnished by Directors, detailsof filing on MCA website and list of
disqualified directors as uploaded by theRegistrar of Companies from time to time.

1

https://www.bseindia.com/markets/MarketInfo/DispNewNoticesCirculars.aspx?page=20220107-16
Sr. No.
5

6

Pa iculars

Compliance Status (Yes/No/NA)

Observations/ Remarks by PCS

a. Identification of material subsidiary companies

a. Yesb. Disclosure requirement of material as well as other subsidiaries.

b. YesThe Company has no material subsidiary as
on March 31, 2022. Further the Company has
not identified any material subsidiary during
the Review Period.

Preservation of Documents:

Yes

We have verified the same basis the checking
carried out on sample basis.

Yes

None

Details related to Subsidiaries of listed entities have been examined w.r.t.:

The listed entity is preserving and maintaining records as prescribed under
SEBI Regulations and disposal of records as per Policy of Preservation ofDocuments and Archival policy prescribed under the Listing Regulations.

7

Performance Evaluation:
The listed entity has conducted performance evaluation of the Board,
Independent Directors and the Committees at the start of every financial
year/ during the financial year as prescribed in SEBI Regulations

8b. The listed entity has provided detailed reasons along with confirmation
whether the transactions were subsequently approved/ ratified/ rejectedby the Audit Committee, in case no prior approval has been obtained.

9

None

Related Party Transactions (‘RPTs’):a. The listed entity has obtained prior approval of Audit Committee for all
RPTs; or

Disclosure of events or information:a. Yes
b. NA
Yes

None

The listed entity has provided all the required disclosure(s) under Regulation
51 along with Schedule III of Listing Regulations within the time limitsprescribed thereunder.

85

FINANCIAL STATEMENTS

22022-23

Annual Repo

2023

Sr. No.

Pa iculars

Compliance Status (Yes/No/NA)

2022-23

Observations/ Remarks by PCS
Companies from time to time.

10

Prohibition of Insider Trading:Yes

The listed entity is in compliance with the Regulation 3(5) & 3(6) SEBI
(Prohibition of Insider Trading) Regulations, 2015.
NA

11

Actions taken by SEBI or Stock Exchange(s), if any:
No action(s) has been taken against the listed entity/ its promoters/
directors/ subsidiaries either by SEBI or by the Stock Exchanges (including
under the Standard Operating Procedures issued by SEBI through various
circulars) under SEBI Regulations and circulars/ guidelines issued
thereunder except as provided under separate paragraph herein.

12Additional Non-Compliances, if any:

Until Q4 of the Review Period, the Company
maintained Structured Digital Database(SDD) internally. From Q4 onwards, theCompany has started maintaining SDD on asoftware with the requisite specifications as
stipulated by SEBI.

NA

The Company is not in receipt of any such
notices from SEBI or Stock Exchange(including under the Standard Operation
Procedures issued by SEBI through various
circulars) under SEBI Regulations andcirculars/ guidelines issued thereunder.

NA

We did not come across any such instance.

No additional non-compliance observed for any SEBI regulation/
circular/guidance note etc.

Assumptions & Limitation of scope and Review:

For M/s Vinod Kothari & Company
Practicing Company Secretaries
Unique Code: P1996WB042300
sd/Nitu Poddar
PartnerMembership No.:A37398
CP No.:15113
UDIN: A037398E000418053
Peer Review Certificate No.:781/2020

86

Annual Repo

2023

2022-23

ESOP disclosure pursuant to Rule 12 of Companies (Share Capital andDebentures) Rules, 2014 and the provisions of Section 62 of the Companies
Act, 2012 read with rules framed thereunder.

2023
options granted*

14,24,000

2

options vested

7,44,038

3

options exercised

4,30,371

4

the total no. of shares arising as a result of exercise of option

4,30,371

5

options lapsed**

4,95,575

6

the exercise priceRs. 45/-

7

variation of terms of options

8

money realized by exercise of options

9

total number of options in force

10NA
1,93,66,695
4,98,054

employee wise details of options granted toi. key managerial personnel;
ii. any other employee who receives a grant of options in any one year of option amounting to ve
percent or more of options granted during that year (Enclosed details below)
1. Mr. Tahir Zafar
20000
2. Mr. Mada Madhava Rao 10000
3. Mr. Vinay Kumar Pandey 10000
4. Mr. Maan Singh
10000
iii. identi ed employees who were granted option, during
any one year, equal to or exceeding one percent of theissued capital (excluding outstanding warrants andconversions) of the company at the time of grant

STATUTORY REPORTS

SATYA ESOP 2018

1

12000050000

Nil*Options granted up to March 31, 2023 since inception of ESOP Plan**Options lapsed pursuant to resignation of employees till March 31, 2023

87

FINANCIAL STATEMENTS

S. No

Pa iculars

CORPORATE OVERVIEW

ANNEXURE-2

Annual Repo

2023

2022-23

ANNEXURE-3
Form No. MR-3
Secretarial Audit Repo
FOR THE FINANCIAL YEAR ENDED MARCH 31, 2023
[Pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Section 204(1) of the Companies Act, 2013
and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014]
To,
The Members,
SATYA MicroCapital Limited
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices
by SATYA MicroCapital Limited (hereina er called “Company”) for the nancial year ended March 31, 2023 (“Audit Period”) in terms of theengagement le er dated May 25, 2022. The secretarial audit was conducted in a manner that provided us a reasonable basis for evaluating thecorporate conduct/statutory compliances and expressing our opinion thereon.
Based on our veri cation of the Company’s books, papers, minute books, forms and returns led and other records maintained by theCompany and also the information provided by the Company, its o cers, agents and authorized representatives during the conduct of
secretarial audit, we hereby repo that in our opinion, the Company has, during the Audit Period, complied with the statutory provisions listed
hereunder and also that the Company has proper Board-processes and compliance-mechanism in place.
We have examined the books, papers, minutes, forms and returns led and other records maintained by the Company for the Audit Period,
according to the provisions of applicable law provided hereunder:
1.

The Companies Act, 2013 (‘the Act’) and the rules made thereunder including any re-enactment thereof;

2.

The Securities Contracts (Regulation) Act, 1956 and the rules made thereunder;

3.

The Depositories Act, 1996 and the regulations and bye-laws framed thereunder to the extent of Regulation 76 of Securities andExchange Board of India (Depositories and Participants) Regulations, 2018;4.

Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment,
Overseas Direct Investment and External Commercial Borrowings;

5.

6.

The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’), to theextent applicable: a. Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing
Regulations”);
b. The Securities and Exchange Board of India (Issue and Listing of Non- Conve ible Securities) Regulations, 2021;
c. The Securities and Exchange Board of India (Debenture Trustee) Regulations, 1993;
d. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
e. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993;
The Reserve Bank of India Act, 1934;

7.

The following Regulations and Guidelines prescribed under the RBI Act, along with amendments thereto, to the extent applicable: a. Master Direction - Non-Banking Financial Company - Systemically Important Non-Deposit taking Company and Deposit taking
Company (Reserve Bank) Directions, 2016 (‘RBI Master Directions’);
b. Master Direction - Reserve Bank of India (Regulatory Framework for Microfinance Loans) Directions, 2022 (‘MFI Directions’);c. Master Direction - Non-Banking Financial Company Returns (Reserve Bank) Directions, 2016 (‘Returns Directions’);d. Master Direction - Monitoring of Frauds in NBFCs (Reserve Bank) Directions, 2016 (‘Fraud Directions’);e. Master Direction - Information Technology Framework for the NBFC Sector (‘IT Directions’);
f. Master Direction - Know Your Customer (KYC) Direction, 2016 (‘KYC Directions’);
g. Master Direction - Non-Banking Financial Companies Auditor’s Report (Reserve Bank) Directions, 2016 (‘Auditor Directions’);h. Master Direction- Non-Banking Financial Companies- Acceptance of Public Deposits (Reserve Bank) Directions, 2016.

8.

The following circulars/noti cations issued by the RBI, along with the amendments introduced thereto from time to time:
a.
b.
c.
d.

Guidelines for Appointment of Statutory Central Auditors (SCAs)/Statutory Auditors (SAs) of Commercial Banks (excluding
RRBs), UCBs and NBFCs (including HFCs) dated April 27, 2021;
Prudential norms on Income Recognition, Asset Classi cation and Provisioning pe aining to Advances - Clari cations dated
November 12, 2021;
Scale Based Regulation (SBR): A Revised Regulatory Framework for NBFCs read with other applicable circular issued thereunder;
Other speci c circulars or noti cations issued by RBI from time to time and applicable on the Company.

88Annual Repo

2023

2022-23

We have also examined compliance with the applicable clauses of the Secretarial Standards for Board Meetings (SS-1) and for General
Meetings (SS-2) issued by the Institute of Company Secretaries of India.
We repo that during the Audit Period, the Company has complied with the provisions of the Act, rules, standards etc. mentioned above.
The Board of Directors of the Company is duly constituted with a proper balance of Executive Directors, Non-Executive Directors andIndependent Directors. The changes in the composition of the Board of Directors that took place during the Audit Period, were carried out incompliance with the provisions of the Act and other applicable laws.
Adequate notice is given to all directors to schedule the Board Meetings and Commi ee meetings and agenda with detailed notes were sent atleast seven days in advance except for a few meetings which were held at sho er notice in due compliance with the Act and applicable laws.
Fu her, a system exists for seeking and obtaining fu her information and clari cations on the agenda items before the meeting and formeaningful pa icipation at the meeting.

CORPORATE OVERVIEW

We fu her repo that:

We fu her repo that during the Audit Period, the Company has unde aken following speci c events/ actions that can have a major bearing
on the Company's compliance responsibility in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.:
1. Receipt of approval from the Reserve Bank of India (RBI) for the proposed change in control of Baid Housing Finance Limited('BHFL'):The RBI vide le er dated April 22, 2022, granted its approval to BHFL for change in shareholding by a way of acquisition/transfer of 26% ormore equity shares of BHFL. Fu her, consequent to the approval, the Company and BHFL had given Joint Public Notice dated April 25,
2022, for a period of 30 days post which the Company proceeded with the acquisition of remaining shareholding in BHFL, making thesame its wholly owned subsidiary. Fu her, with e ect from 10th November, 2022, the name of BHFL was changed to SATYA Micro
Housing Finance Pvt. Ltd.
2. Private Placement of pa ly paid-up equity shares and Compulsorily Conve ible Preference Shares ('CCPS') to the Managing
Director of the Company
The Company has issued 50,00,000 (Fi y Lakhs) pa ly paid-up equity shares (paid up to the extent of Rs. 7.5 per share, face value pershare – Rs. 10) and 25,00,000 (Twenty-Five Lakhs) 0.001% CCPS (pa ly paid to the extent of Rs. 1 per share, face value per share – Rs. 10)
to Mr. Vivek Tiwari, Promoter, Managing Director, CEO & CIO of the Company by way of preferential allotment on a private placement basis
pursuant to the special resolution dated September 29, 2022.
3. Issue and allotment of equity shares upon conversion of CCPS to Gojo & Company, Inc.
The Company has issued 47,73,750 (Fo y-Seven Lakh Seventy-Three Thousand Seven Hundred Fi y) Equity Shares of face value of Rs.
10/- (Rupees Ten) each to Gojo & Company, Inc, holding company, pursuant to the conversion of 0.001%, 57,00,000 Non – Cumulative,
Compulsorily Conve ible Preference Shares ('CCPS') of face value of Rs. 10/- each CCPS.
4. Issuance of CCPS to Gojo & Company, Inc.
In two separate issuances during the year, the Company has issued the following CCPS to Gojo & Company, Inc.:a.
The Company 27,14,900 (Twenty-Seven Lakh Fourteen Thousand Nine Hundred) 0.001% CCPS having face value of Rs. 10/(Rupees Ten) each CCPS aggregating to Rs. 54.569 crores (Rupees Fifty-Four Crore Fifty-Six Lakh Nine Thousand Only) by way ofpreferential allotment on a private placement basis to Gojo & Company, Inc, the holding company.
b.
The Company has issued 44,50,000 (Forty-Four Lakh Fifty Thousand) 0.001% CCPS having a face value of Rs. 10/- (Rupees Ten)each CCPS aggregating to Rs. 146.85 Crores (Rupees One Hundred Forty-Six Crores Eight Five Lakhs Only) by way of preferential
allotment on a private placement basis to Gojo & Company, Inc, the holding company.
5. Issuance of CCPS to Person(s)/Entity under promoter (Indian) Category
The Company has issued 2,00,000 (Two Lakhs) 0.001% CCPS having a face value of Rs. 10/- (Rupees Ten) each CCPS aggregating to Rs.
6.6 crores (Rupees Six Crores Sixty Lakhs Only) by way of preferential allotment on a private placement basis to person(s)/entity underpromoter (Indian) Category.
6. Issuance of Non-Conve ible Debentures (‘NCDs’)
The Company has issued NCDs aggregating to Rs. 624.2 crores (Rupees Six Hundred Twenty-Four Crores and Twenty Lakhs Only) ( gureincludes both listed and unlisted).
Pa iculars

Listed NCDs

Unlisted NCDs

No. of issues

8

5

211.5

412.7

Amount (in crores) (in Rs)

7. Increase in borrowing limits under Section 180(1)(c) of the Act
The Company has increased the borrowing limits of the Company to Rs. 7,500 crores (Rupees Seven Thousand Five Hundred Crores Only)
pursuant to the special resolution passed in terms of section 180(1)(c) of the Act in the Annual General Meeting held on 6th July, 2022.

89

FINANCIAL STATEMENTS

We fu her repo that there are adequate systems and processes in the Company, which commensurate with its size and operations tomonitor and ensure compliance with applicable laws, rules, regulations and guidelines.

STATUTORY REPORTS

All the decisions were unanimous and there was no minuted instance of dissent in Board or Commi ee Meetings.

2023

Annual Repo

2022-23

8. Declaration of interim dividend for FY 2022-23
The Board of Directors declared an interim dividend payable on conversion/ redemption (i.e., March 31, 2023) on 0.001%, 57,00,000
CCPS of face value of Rs. 10 each held by Gojo & Company, Inc.

For M/s Vinod Kothari & Company
Practicing Company Secretaries
Unique Code: P1996WB042300
sd/-

Place: Kolkata
Date: 23.05.2023

Abhirup GhoshPa nerMembership No.: A39076
CP No.: 21571
UDIN: A039076E000356932
Peer Review Ce i cate No.: 781/2020

The repo is to be read with our le er of even date which is annexed as Annexure 'I' and forms an integral pa of this repo .

90

Annual Repo

2023

2022-23CORPORATE OVERVIEW

Annexure I
Auditor and Management Responsibility
ANNEXURE TO SECRETARIAL AUDIT REPORTTo,The Members,
SATYA MicroCapital Limited

Maintenance of secretarial records is the responsibility of the management of the Company. Our responsibility is to express an opinion onthese secretarial records based on our audit. The list of documents for the purpose, as seen by us, is listed in Annexure II;
2. We have followed the audit practices and the processes as were appropriate to obtain reasonable assurance about the correctness of thecontents of the secretarial records. The verification was done on a test basis to ensure that correct facts are reflected in secretarial records.
We believe that the processes and practices, we followed provide a reasonable basis for our opinion;
3. Our Audit examination is restricted only upto legal compliances of the applicable laws to be done by the Company, we have not checked
the practical aspects relating to the same;
4. Wherever our Audit has required our examination of books and records maintained by the Company, we have relied upon electronic
versions of such books and records, as provided to us through online communication. Given the challenges and limitations posed by Covid19, lockdown restrictions (wherever applicable), as well as considering the effectiveness of information technology tools in the audit
processes, we have conducted online verification and examination of records, as facilitated by the Company, for the purpose of issuing thisReport. In doing so, we have followed the guidance as issued by the Institute. We have conducted online verification & examination ofrecords, as facilitated by the Company;
5. We have not verified the correctness and appropriateness of financial records and books of accounts of the Company as well as
correctness of the values and figures reported in various disclosures and returns as required to be submitted by the Company under the
specified laws, though we have relied to a certain extent on the information furnished in such returns;
6. Wherever required, we have obtained the management representation about the compliance of laws, rules and regulation and happeningof events etc.;
7. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of the
management. Our examination was limited to the verification of procedure on test basis;
8. Due to the inherent limitations of an audit including internal, financial, and operating controls, there is an unavoidable risk that somemisstatements or material non-compliances may not be detected, even though the audit is properly planned and performed inaccordance with audit practices;
9. The contents of this Report has to be read in conjunction with and not in isolation of the observations, if any, in the report(s) furnished/to be
furnished by any other auditor(s)/agencies/authorities with respect to the Company;
10. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which
the management has conducted the affairs of the Company.

91

FINANCIAL STATEMENTS

1.

STATUTORY REPORTS

Our Secretarial Audit Repo of even date is to be read along with this le er.

Annual Repo

2023

2022-23

Annexure II
List of Documents
1. Minutes for the meetings of the following held during the Audit Period:a.
Board of Directors;b.
Audit Commi ee;c.
Risk Management Commi ee;d.
Nomination and Remuneration Commi ee;e.
Corporate Social Responsibility Commi ee;f.
Annual General Meeting and Extraordinary General Meeting;g.
IT Strategy Commi ee;h.
IT Steering Commi ee;
i.
Asset-Liability Management Commi ee.
2. Resolutions by circulation passed during FY 2022-23;
3. Proof of circulation of dra and signed minutes of the Board Commi ee meetings’ minutes;
4. Annual Repo for nancial year 2021-22;
5. Financial Statements and Auditor’s Repo for nancial year 2021-22;
6. Director disclosures under the Act and rules made thereunder;
7. Statutory Registers maintained under the Act;
8. Forms led with the Registrar;
9. Policies framed under Act and the Listing Regulations;
10. Dra Financial Statements for the period April 1, 2022 - March 31, 2023;
11. Submissions and communications with the RBI;
12 Agreements pe aining to securitisation transactions executed during the FY 2022-2023;
13. Agreements pe aining to external commercial borrowings availed by the Company;
14. Documentation (memorandum of understanding and process note) pe aining to insurance arrangements with insurer;
15. Sample loan agreements executed by the Company with the customers (including agreements pe aining to restructuring facility
provided to the borrowers);
16. Acknowledgment of returns led to the RBI;
17. Agreements pe aining to debentures issued by the Company on a sample basis;
18. Agreements pe aining to loans availed by the Company;
19. Memorandum of Association and A icles of Association of the Company

92

Annual Repo

2023

2022-23

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES
1.

Brief outline on CSR Policy of the Company.
The Company has formulated the CSR policy indicating the activities to be unde aken by the Company from time to time. The Company
has also constituted a Corporate Social Responsibility (CSR) Commi ee which functions under direct supervision of the Board of
Directors of the Company. The Company aims to work towards inclusive and sustainable development of the community in and around its
areas of operations and other pa s of the country. The objective of the CSR projects / programmes of the Company is to improve thequality of life of people and build lasting social capital through interventions in social initiatives for the bene t of the community.

Designation / Nature of
Directorship
Name

Dr. Ratnesh Tiwari
Dr. Deepali Pant Joshi
Mr. Taejun ShinSTATUTORY REPORTS

Composition of CSR Commi ee:
Number of CSR Commi ee meetings
held during theyear

a ended during theyear

Director

2

2

Independent Director

22Nominee Director

2

1

FINANCIAL STATEMENTS

2.

DIRECTOR WHO CEASED TO BE A MEMBER DURING F.Y. 2022-23*Mr. Mohan Chandanathil
Pappachan

Independent Director

2

2

3.
https://satyamicrocapital.com/reports/Composition%20of%20Committees/Committee%20Composition.pdf
h ps://satyamicrocapital.com/wp-content/uploads/2023/06/CSR-Policy_2.0.pdf
h ps://satyamicrocapital.com/repo s/CSR%20Projects%20-FY%202022-23.pdf

4.

5.

b

c d

6.

Total Amount
Spent for the
Financial Year.
(Rs. in millions.)
13*

Amount Unspent (Rs. in millions)
Total Amount transferred to Unspent
CSR Account as per section 135(6)CORPORATE OVERVIEW

ANNEXURE-4

Amount transferred to any fund speci ed under
Schedule VII as per second proviso to section 135(5)AmountDate of transfer

Name of the Fund

AmountDate of transfer

NA

NA

NA

NA

NA

93

Annual Repo

2023

2022-23(f) Excess amount for set-o , if any:
Pa icular

Pa icular

Amount (Rs.in Millions)

(1)

(2)

(3)

I.

Two percent of average net pro t of the company as per sub-section(5) of section 135

4.65

ii

Total amount spent for the Financial Year

13*

iii.

Excess amount spent for the Financial Year [(ii)-(I)]

8.34

iv.

Surplus arising out of the CSR projects or programmes or activities ofthe previous Financial Years, if anyv.

Amount available for set o in succeeding Financial Years [(iii)-(iv)]8.34*aforesaid amount is exclusive of CSR amount pe aining to FY 2021-22 amounting to Rs.5.61 Million

7.

Excess amount for set-o , if any:
2

3

4

5

6

7

8

PrecedingFinancialYear(s)Amounttransferred to
Unspent CSR
Account
under
subsection (6)ofsection 135(in Rs.)BalanceAmount in
Unspent
CSR
Account
under
subsection (6) ofsection 135(in Rs.)AmountSpent intheFinancial
Year (inRs)

Amount transferred to aFund as speci ed under
Schedule VII as per
second proviso to
subsection (5) ofsection 135,
if anyAmountRemaining
to bespent insucceeding
Financial
Years(in Rs)De ciency, if
any

1

FY-1

-

-

-

-

-

-

2

FY-2

-

-

-

-

-

-

3

FY-3

-

-

-

-

-

-

1

8.

8

Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the
Financial Year:

Yes

No

If Yes, enter the number of Capital assets created/ acquired: NA
Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility
amount spent in the Financial Year:
Sl. No.

Sho pa iculars of theprope y or asset(s)[including complete
address and location of
the prope y]

Pincode of theprope y orasset(s)Date of creation

Amount of CSR
amount spent

Details of entity/ Authority/bene ciary of the registered
owner

(1)

(2)

(3)

(4)

(5)

(6)
CSR
Registration
Number, if
applicable

-

9.

-

-

--

-

Name Registeredaddress--

Specify the reason(s), if the company has failed to spend two per cent of the average net pro t as per section 135(5): NA

sd/Vivek Tiwari(Managing Director, CEO & CIO)

sd/C. P. Mohan(Chairman CSR Commi ee).

Place: Gurugram
Date: May 24,2023

94

ANNEXURE-5

In this turbulent global economic environment, India has experienced macroeconomic and financial stability with a steady pick-up in the
momentum of growth. This reflects a sound macroeconomic policy environment and the innate resilience of the economy which fortified itagainst recurring global shocks. India has remained among the fastest growing major economies of the world, contributing more than 12 percent to global growth on average during the last five years.
Amidst strong global headwinds, the Indian economy is expected to have recorded a growth of 7.0 per cent in real GDP in 2022-23 (Source RBIAnnual Report FY 2022-23). A sustained recovery in discretionary spending, particularly in contact intensive services, restoration of consumer
confidence, high festival season spending after two consecutive years of COVID-19 induced isolation and the government's thrust on capex
provided impetus to the growth momentum. In the second half of the year, however, the pace of year-on-year growth moderated because ofunfavourable base effects, weakening private consumption demand caused by high inflation, slowdown in export growth and sustained input
cost pressures.
The global economy was recovering from the impact of successive waves of the COVID-19 pandemic by early 2022, aided by large policy
stimulus and expanding coverage of vaccination, when the war in Ukraine jolted the upturn. The gains achieved through concerted fiscal andmonetary policy interventions during the pandemic period (2020 and 2021) were undermined by the impact of the war. A generalised surge inglobal inflation triggered monetary policy actions by central banks in the form of successive interest rate increases and the pulling back ofliquidity, leading to tightening of financial conditions and together with other factors, a toll on growth which slowed from 6.2 per cent in 2021 to
3.4 per cent in 2022, according to the International Monetary Fund (IMF).
The recent failures of banks in the United States are a reminder of the challenges posed by the interaction between tighter monetary andfinancial conditions and the buildup in vulnerabilities. Though inflation has receded with central banks raising interest rates, underlying pricepressures are proving sticky, with labor markets being tight in several economies. In parallel, debt levels remain high, limiting the ability of fiscal
Policymakers to respond to new challenges. Commodity prices have moderated, but the elevated geopolitical tensions are the key risks.
However, earlier than expected opening of China is easing supply chain disruptions and renewing hopes for moderate economic recovery.

OUTLOOK
Domestic economic activity does face challenges from an uninspiring global outlook going forward, but resilient domestic macroeconomic
and financial conditions, expected dividends from past reforms and new growth opportunities from global geo-economic shifts place India at
an advantageous position. The domestic situation has coped well with exogenous external shocks. The real GDP growth for FY2024 is
projected at 6.5%, which is the highest in the world. Inflation, which started on a positive note in April (4.70%) is expected to remain in themoderate zone for the ongoing fiscal, despite certain shocks from adverse climate changes impact due to the likely return of El Nino this year
(Source RBI Annual Report FY 2022-23).
Global growth is expected to slow down in 2023 and may remain subdued in the medium run. As per the IMF's World Economic Outlook (WEO)
released in April 2023, global growth for 2023 at 2.8 per cent is likely to be followed by the medium-term growth plateauing at 3.0 per cent.
Globally, disinflation efforts are expected to take down headline inflation from 7.3 per cent to 4.7 per cent in 2023 among Advanced
Economies, and from 9.8 per cent to 8.6 per cent among emerging market and developing economies (EMDEs). Progress is, however, likely to
be gradual amidst sticky and elevated upside pressures. Central banks continue to face a challenging trade-off between restoring pricestability and addressing growth slowdown in an environment of heightened uncertainty. Potential financial risks from high debt levels and therecent banking sector developments in the US and Europe highlight the scope for the unanticipated build-up of stress with strong adverse
spillovers across the global financial system(Source RBI Annual Report FY 2022-23). In current environment, MFI Sector is ready to play animportant role and it is expected that MFI companies shall expand more to balance geographical concentration and include large number in its
periphery.

INDUSTRY STRUCTURE AND DEVELOPMENT
Industry scenario
The Microfinance sector is served by a variety of financial service providers including mainstream banks, Small Finance Banks (SFBs) and
NBFC-MFIs. A smaller segment is also served by the NGOs and cooperatives.
According to the latest report released by MFIN, as on March 31, 2023, around 39 Million clients have loan outstanding from NBFC-MFIs, whichis 20% higher than clients as on March 31, 2022. The Gross Loan Portfolio/AUM of MFIs is Rs. 13,11,630 Million as on March 31, 2023, including
owned portfolio Rs. 10,72,320 Million and managed portfolio (off Balance Sheet) of Rs. 2,39,310 Million. On year on year basis AUM has
increased by 38.7% as compared to March 31, 2022 and by 15.7% in comparison to December 31, 2022. The Average loan amount disbursed
per account during FY 22-23 was Rs 42,010 which is an increase of around 12.9% in comparison to the last financial year. The Portfolio at Risk
(PAR)>30 days as on March 31, 2023 has reduced to 4% as compared to 9.7% as on March 31, 2022. The MFIs have a presence in 27 states and 5
union territories. In terms of regional distribution of Gross Loan Portfolio, East and North-East accounts for 32% of the total NBFC-MFI
portfolio, South 26%, North 17%, West 15%, and Central contributes 10%.
The microfinance industry grew 26% year-on-year to Rs 3.24 lakh crore at the end of December 2022, backed by about 43.4% growth clocked
by NBFC-MFIs. The massive jump in their gross portfolio cemented NBFC-MFIs' dominance in the sector with 38.5% market share. Only threemonths back, NBFC-MFIs regained their leadership in lending to the economically weaker section by overtaking banks. Banks enjoyed 35.7%
market share at the end of December, according to a quarterly report published by Sa-Dhan.
According to the latest report released by Sa-dhan, As of December 31st, 2022, the combined microcredit portfolio of 232 lenders in India hasreached Rs 3,240,170 million, marking a growth of 6.42% over the previous quarter (Q2 FY22-23) and a YoY growth of 26.19%.
Microfinance operations are widespread across 727 districts in 36 states and union territories in India. The top 5 states in terms of loan portfolio
outstanding and loan accounts are Bihar, Tamil Nadu, West Bengal, Uttar Pradesh, and Karnataka, which collectively account for 55% of theindustry's total portfolio. West Bengal, Tamil Nadu, Bihar, and Karnataka have consistently been in the top 5 for the last fourteen quarters, while
Uttar Pradesh has remained in the top 5 for the last eight quarters, replacing Maharashtra.
The average ticket size of the sector in Q3 was ₹41,095, compared to ₹39,971 in Q2 and ₹39,045 in the same quarter of the previous year
(December 2021). States/UTs with an average ticket size of over Rs 40,000 include Nagaland with ₹56,368 and Andaman & Nicobar Islands
with ₹51,839.

95

CORPORATE OVERVIEWECONOMIC SCENARIO

2022-23

STATUTORY REPORTS

Management Discussion and Analysis

Annual Repo

FINANCIAL STATEMENTS

2023

Annual Repo

2023

2022-23

The industry's portfolio quality has shown improvement in three buckets (PAR 30+DPD, PAR 60+DPD, 90+DPD), while PAR 180+DPD has
marginally deteriorated compared to the previous quarter Q2. (Source: Sa-Dhan Quarterly Microfinance Report, Q3, FY 2023).

Business segment

SATYA MicroCapital Limited (SATYA) is providing financial services to marginalized segments of society through an NBFC-MFI license
obtained from the Reserve Bank of India. The market segment is commonly known as microfinance and is primarily based on the Joint LiabilityGroup model. However, SATYA has refined this model to reduce the liability of the group members and calls it the Limited Liability Model,
resulting in improved risk management and client satisfaction. This market segment offers SATYA the opportunity to pursue financial, social,and environmental objectives, known as the triple bottom line. Despite its short existence, SATYA has established itself as a reputable andinventive provider of financial services within this segment.

Regulatory environment

In March 2022, a new regulatory framework was introduced by the Reserve Bank of India to establish a uniform definition of microfinanceapplicable to all regulated entities, including Banks and NBFCs. This new framework also relaxes the pricing guidelines and other restrictions
that were previously imposed on microfinance institutions under the earlier regulations, reflecting the maturation of the microfinance sector
and creating a level playing field for all lenders. SATYA can benefit from this by offering a wider range of products and reaching previously
underserved segments. Consequently, SATYA restructured its business operations to comply with the new regulatory environment during thisfinancial year.

SEGMENT–WISE OR PRODUCT-WISE PERFORMANCEThe Product-Wise performance of the Company for the FY2023 are as follows:
Gross Loan Po folio (AUM in Millions)
Product
Limited Liability Loan/Joint LiabilityGroup(JLG)
Individual Micro Loan- Unsecured (IML)
Micro Business Loan- Unsecured (MBL)
Cross Selling Product
Others – MSME

Mar-2346,329.65
107.9322.91
2.18
380.40Mar-2228,445.23
75.55
67.12
13.97
238.02

Total
46,843.07
28,839.89
The AUM of the Company has shown a growth of 62.42% from Rs. 28,839.89 Million in FY 2021-22 to Rs. 46,843.07 Million in FY 2022-23. JLG
product portfolio account for the major portion of the loan portfolio i.e 98.90% and has shown a growth of 62.87% from Rs. 28,445.23 Million in
FY 2021-22 to Rs. 46,329.65 Million in FY 2022-23. IML product portfolio has shown a growth of 42.86% from Rs. 75.55 Million in FY 2021-22 to
Rs. 107.93 Million in FY 2022-23. MBL and Cross Selling products portfolio have declined from Rs. 67.12 & Rs. 13.97 Million in FY 2021-22 to Rs.
22.91 Million & Rs. 2.18 Million, respectively, in FY 2022-23. Other-MSME product portfolio has been increase by 59.82% from Rs. 238.02 Million
in FY 2021-22 to Rs. 380.40 Million in FY 2022-23.

OPPORTUNITIES AND THREATS
A. Opportunities• New Guidelines issued by RBI which expand the qualification criteria for a Customer to be tapped by the MF sector provides potentially awider strike zone for all practitioners eventually facilitating sector growth• New pivots of growth: Digital Finance Company, Leasing, SME• Digitalisation and data driven decision making• Better growth prospects coupled with improvement in portfolio quality post covid will encourage investments and better liquidity support
for all lenders across the sector.
• Greater responsibility resting with the respective Boards of lenders will help strengthen corporate governance

B. Threats• Current global unrest with the prolonged Russia – Ukraine crisis setting back growth oriented initiatives taken by many countries, impacting
capital markets, trade balance, supply chains, budgetary allocations, banking system/credit offtake etc.
• Recession in Global Economy for eg. The German economy contracted in the first quarter of 2023 compared with the previous threemonths, thereby entering recession and Increase in the Interest rates by US Federal Bank may impact the source of funding and increase thecost of capital.
• Uncertain global political environment• Tightening regulation of NBFCs• Impact on demand in the backdrop of sustained inflation

RISK MANAGEMENTŸ SATYA has implemented a robust and proactive risk management infrastructure to handle the various risks that the organization faces. At
the board level, a Board Risk Management Committee oversees the organization's risk management efforts, while at the management level,risk committees oversee specific areas of risk such as credit risk, operational risk, liquidity risk, and market risk. The management and Board
risk committees receive structured reports. The following are some of the risks SATYA foresees in the immediate future:Ÿ Firstly, there are still some overdues related to the COVID-19 period, and it may take additional time to recover from the resulting issues
completely.
Ÿ Secondly, there is growing competition in the market, which may result in clients becoming over-indebted due to lenient operational
policies.
Ÿ Thirdly, Amid highly competitive business environment and tightening of regulations by the Reserve Bank of India, SATYA may see rise incost of fund.
Ÿ Finally, rising inflation could result in a decrease in clients' repayment capacity.

96Annual Repo

2023

2022-23DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCECORPORATE OVERVIEWINTERNAL CONTROL
We have put in place an adequate internal control mechanisms to safeguard all our assets and to ensure operational excellence. The
mechanism also meticulously records all transaction details and ensures regulatory compliance. We have multiple policy frameworks to ensure
adequate controls on business processes. Further, Risk and Control dashboards have been defined and are periodically updated for allimportant operational processes. At periodic intervals, the management team and statutory auditors check and ensure that the defined
controls are operative.
The SATYA has a dedicated team of internal auditors to conduct internal audit. Reputed audit firms also ensure that all transactions arecorrectly authorised and reported in accordance with the relevant regulatory framework. The reports are reviewed by the Audit Committee of
the Board. Wherever necessary, internal control systems are strengthened, and corrective actions are initiated.

Financial Performance
Revenue from operations during FY 2023 increased by 82.52% over previous year.
Closing loan book being higher by 69.06 % over the previous year.
Net interest income grew by 90.43% over previous year.
The cost to income ratio for the year decreased during the year to 40.31 % as compared to 42.43% in FY 2022.
The profit before tax for FY 2023 was higher by around 64.13 % at Rs. 714.11 Mn as against Rs. 435.09 Mn in FY 2022.
Profit After Tax (PAT) for the year, stood at Rs. 530.44 Mn, higher by around 63.20% as compared to Rs. 325.03 Mn in FY 2022 .
Return on Equity (RoE) for the year stood at 7.68% as against 6.82% in FY 2022.
Return on Assets (RoA) for the year stood at 1.41% as compared to 1.45% for the previous year.

STATUTORY REPORTS

v
v
v
v
v
v
v
v

Pa iculars

March 31, 2023

March 31, 2022

% Increase

449

338

32.84%

Number of Active Loans

13,63,412

8,79,967

54.94%

Number of Active Members

13,62,493

8,73,657

55.95%

4,549

3,674

23.82%

22

21

4.76%

Amount Disbursed (in Millions)

41,914.89

25,861.78

62.07%

Gross Loan Po folio/AUM (in Millions)

46,843.07*

28,839.89

62.42%

Number of Branches

Number of employees
Number of States

FINANCIAL STATEMENTS

Operation Pe ormance*Excluding sale of po folio to ARC

The Company attained business performance by reaching out to 13,63,412 active loan accounts as on March 31, 2023, which has grown from
8,79,967 as on March 31, 2022. The growth in active loan accounts during the year was 54.94%. The above was possible with the excellent
efforts of 4,549 employees of the Company as on March 31, 2023, which was of 3,674 as on March 31, 2022, through 449 Branches, across 22
states/UT and 280 districts in India. During the year under review, the Company opened 115 new branches. The Company already hasborrowing arrangement with large number of lenders and has started association with a few more institutions to diversify its sources ofborrowing.

Human Resource Management and Training

We consider Human Resources to be our most important assets. SATYA has a structured Human Resource function which looks after allimportant areas of Human Resource management including recruitment, induction, deployment, training, compensation, performanceappraisal and statutory compliances.
Our dedicated training team conducts induction as well as refresher training programs on a variety of subjects. This training helps build theoverall capacities of the staff so that they are able to perform well in their roles. We have also started using technology now with a Learning
Management System and a State-of-the-Art Studio for delivering training.
As of March 31, 2023, SATYA had 4,549 employees on its roll. SATYA has fair and transparent recruitment process and other policies whichsafeguard the interest of its employees. SATYA has been awarded with “Top 50 India's Best Workplaces in BFSI 2023” with “GREAT PLACE TO
WORK” certification twice in a row from 2021 which is recognized world over by employees and employers alike and is considered the Gold
Standard in identifying and recognizing Great Workplace Cultures.

Technology

SATYA's business operations are distinguished by their strong technology infrastructure, which allows for efficient management of theirextensive operations and comprehensive reporting framework. With the support of technology, SATYA has drastically reduced the use of
paper in field operations, resulting in substantial savings in time and costs.
Throughout the year, SATYA has undertaken several initiatives to enhance their technological capabilities. Digital, cashless collections havebeen a key focus for SATYA, and they have implemented a simple yet unique solution for digital collection through UPI QR Codes. This method
provides a fast and convenient mode of cashless repayment, with each QR Code being client-specific, thereby facilitating accurate
identification and tracking of payments. This solution is entirely automated and integrated with their Loan Management solution. SATYA has
also successfully implemented e-sign, which has further improved operations and eliminated any delays or hassles caused by the client's
absence from their physical location. As on Financial Year ended March 31, 2023, SATYA has achive collective E-sign of 1.5 Million clients andCumulative Digital Collection of Rs. 43122.10 Million.

Social Performance Management
SATYA has effectively institutionalized Social Performance Management (SPM) by translating its social mission into practice by setting clear
social goals, monitoring progress towards these objectives through internal surveys and external assessments, and then using this information
to improve its performance and practice. It has made fulfilment of responsibility towards its stakeholders, especially its borrowers, employees,

97

2023

Annual Repo

2022-23and the community it operates in, an integral part of the company's social mandate. SATYA has endorsed CPP Pathway and adopted the seven
Client Protection Principles (CPPs) which are implemented and monitored through its social dashboard.
During FY 2022-23, SATYA achieved top notch grades in external social assessments which further validates the effectiveness of its efforts
towards achieving its stated social goals and creating sustainable value for its stakeholders. Highest grade of “C1” was received in the Code of
Conduct Assessment (COCA), conducted by SMERA Gradings & Ratings Private Limited. SATYA was awarded grade “A” in Agents for Impact
Sustainability Alignment Rating (AFISAR) based on the United Nations Sustainable Development Goals (UNSDGs) and Environmental, Social &Governance (ESG) criteria, conducted by Agents for Impact. We achieved 85% score in SPI4 external audit and our client satisfaction score,measured through internal client satisfaction survey is 95% which indicates that clients are satisfied with SATYA's staff conduct, loan products
and services including its pricing and easy access.
SATYA achieved 100% paperless- digital onboarding and disbursement and is steadily progressing towards achieving 100% cashlesscollections as a measure to reduce its carbon footprint as part of its ESG initiatives. A tree plantation drive was also organized across locations
in nine states with planting of more than 5,000 saplings, as a bid to save the environment and to celebrate “Van Mahotsav”- festival of trees andforests in the monsoon season of 2022. Several community initiatives were also organized for the community as part of SATYA's CSR and SPM
mandate.

Impact Assessment
Bringing sustainable changes into the lives of the clients has been part of the mission of SATYA MicroCapital. An impact assessment
framework has been developed by the organization which will be used to track changes in the lives of the clients over a period of time. Impact
assessment of SATYA's interventions has been carried out along the following dimensions A. Livelihoods and economic well-being B. Financial
inclusion and empowerment C. Water, sanitation and hygiene D. Health and E. Education. This year's study has involved interviews with 1,649
clients of SATYA from 48 branches across all the major states in which the organization operates. The results of this year's study will serve as thebaseline for the future studies. This years' study also highlights impacts on certain dimensions. Mapping with United Nation's Sustainable
Development Goals (SDGs) have also been attempted in this report.

98

Annual Repo

2023

2022-23

The Board of Directors
SATYA MicroCapital Limited
519 5th floor DLF Prime Towers,
Okhla Industrial Area, Phase-1, Delhi-110020
Compliance Certificate as required under Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015

CORPORATE OVERVIEWCEO AND CFO CERTIFICATION

A. We have reviewed financial statements and the cash flow statement for the financial year 2022-23 and that to the best of their knowledge
and belief:(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;(ii) these statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards,
applicable laws and regulations.

STATUTORY REPORTS

We hereby certify that:

C. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated theeffectiveness of internal control systems of the Company pertaining to financial reporting and we have disclosed to the auditors and the audit
committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or
propose to take to rectify these deficiencies.
D. We have indicated to the auditors and the Audit committee(1) significant changes in internal control over financial reporting during the year;(2) significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements;and(3) instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee
having a significant role in the Company’s internal control system over financial reporting.

sd/-

sd/-

Name: Vivek Tiwari(Managing Director, CEO & CIO)

Name: Vandita Kaul
(Chief Financial Officer)

Place : New Delhi
Date : May 22, 2023

Place : New Delhi
Date : May 22, 2023

99

FINANCIAL STATEMENTS

B. There are, to the best of their knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal
or violative of the Company’s code of conduct.

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2022-23

FORM NO. AOC.1
Statement containing salient features of the nancial statement of Subsidiaries/associatecompanies/joint ventures(Pursuant to rst proviso to sub-section (3) of section 129 read with rule 5 of Companies(Accounts) Rules, 2014)
Pa "A": Subsidiaries(As on March 31, 2023)(Information in respect of each subsidiary to be presented with amounts in Rs.)
1. Name of the subsidiary- SATYA Micro Housing Finance Private Limited
2. Repo ing period for the subsidiary concerned, if di erent from the holding company's repo ing period-Same as holding Company
3. Repo ing currency and Exchange rate as on the last date of the relevant nancial year in the case of foreign subsidiaries.- INR
4. Share capital- 413.29 Million
5. Reserves & surplus- 23.74 Million
6. Total assets- 443.07 Million
7. Total Liabilities- 6.04 Million
8. Investments- Nil
9. Turnover- 27.52 Million
10. Pro t before taxation- 0.90 Million
11. Provision for taxation- 0.23 Million
12. Pro t a er taxation- 0.67 Million
13. Proposed Dividend- Nil
14. % of shareholding- 96.66 %Notes:
1.
Names of subsidiaries which are yet to commence operations. NA
2. Names of subsidiaries which have been liquidated or sold during the year. NA

Pa"B": Associates and Joint Ventures(As on March 31, 2023)
Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies:
Amount(Rs. In million)
Name of Associates

Not Applicable

1. Latest Balance Sheet Date-

2. Shares of Associate held by the company on the year end-

No.
Amount of Investment in Associates/Joint Venture
Extend of Holding %3. Description of how there is signi cant in uence-

4. Reason why the associate is not consolidated-

5. Netwo h a ributable to Shareholding as per latest audited Balance Sheet-

6. Profit / Loss for the year-

i.Considered in Consolidation
ii.Not Considered in Consolidation

100

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FINANCIAL STATEMENTS

101

INDEPENDENT AUDITOR'SREPORT

Annual Repo

2022-23

To the Members of
SATYA MicroCapital Limited
Report on the Audit of the Standalone Financial Statements

OpinionWe have audited the standalone financial statements of SATYA MicroCapital Limited (“the Company”), which comprise the balance sheet as
at March 31, 2023, and the statement of Profit and Loss (including other comprehensive income), the statement of changes in equity and thestatement of cash flow for the year then ended, and notes to the standalone financial statements, including a summary of significant
accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements
give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with
the Indian Accounting Standards prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015,as amended and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023, and its
profit, total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing ('SAs') specified under Section 143(10) of the Act. Our responsibilities
under those Standards are further described in the Auditor's Responsibilities for the Audit of the Standalone Financial Statements section of
our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia (“the ICAI”) together with the ethical requirements that are relevant to our audit of the standalone financial statements under theprovisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements
and the ICAI's Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.

Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial
statements of the current year. These matters were addressed in the context of our audit of the standalone financial statements as a whole,and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
We have determined the matters described below to be the key audit matters to be communicated in our report.
Key Audit Ma er

How our audit addressed the key audit ma er

Impairment of financial instruments (including provision for expected credit losses) (as described in note 3A(e) and note 7 ofthe standalone financial statements)
Ind AS 109 requires the Company to provide for impairment of its loan
receivables (financial instruments) using the Expected Credit Loss
(ECL) approach. ECL involves an estimation of probability-weighted
loss on financial instruments over their life, considering reasonable
and supportable information about past events, current conditions,and forecasts of future economic conditions which could impact thecredit quality of the Company's loans and advances.
In the process, a significant degree of judgement has been applied by
the management for :a. Defining qualitative/ quantitative thresholds for 'significant
increase in credit risk' (“SICR”) and 'default'.
b. Grouping of loan portfolio under homogenous pools todetermine probability of default on a collective basis.
c. Estimating recoveries to determine loss given default on acollective basis for loans that have defaulted.
d. Determining effect of less frequent past events on futureprobability of default.

Our audit procedures included, among others,l Read and assessed the Company's accounting policies for
impairment of loan receivables, assessing compliance with thepolicies in terms of Ind AS 109 and the governance framework
approved by the Board of Directors pursuant to Reserve Bank ofIndia ('RBI') guidelines.
l Evaluated the reasonableness of the Management estimates by
understanding the process of ECL estimation and related
assumptions and tested the controls around data extraction andvalidation.
l Tested the assumptions used by the Company for staging of loan
portfolio into various categories and default buckets fordetermining the Probability of Default (“PD”) and Loss Given
Default (“LGD”) rates.
l Tested the operating effectiveness of the controls for staging ofloans based on their past-due status. Tested samples of
performing (stage 1) loans to assess whether any loss indicators
were present requiring them to be classified under stage 2 orstage 3.
l Tested the input data used for determining the PD and LGD rates
and compared the data with the underlying books of account andrecords.
l Tested the arithmetical accuracy of computation of ECL
provision performed by the Company in spreadsheets.
l Compared the disclosures included in the standalone financial
statements in respect of expected credit losses with therequirements of Ind AS 107 and 109.

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Information Other than the Standalone Financial Statements and Auditor's Report Thereon

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance
conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the standalone financial statements, or our knowledge obtained in the audit orotherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is material misstatement of this 'Other Information' we are required to report
the fact. We have nothing to report in this regard.

CORPORATE OVERVIEWThe Company's Board of Directors is responsible for the other information. The other information comprises the information included in theManagement Discussion and Analysis and Board's Report including Annexures to Board's Report but does not include the standalone financial
statements and consolidated financial statements and our auditor's report thereon.

The Board of Directors are also responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level ofassurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We
also:l Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design andperform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our
opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
l Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in thecircumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has
adequate internal financial controls system with reference to standalone financial statements in place and the operating effectiveness ofsuch controls.
l Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures madeby the Management.
l Conclude on the appropriateness of Management's use of the going concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability tocontinue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to
the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions
are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause theCompany to cease to continue as a going concern.
l Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the
standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit andsignificant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the auditof the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor'sreport unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that amatter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweighthe public interest benefits of such communication.

103

FINANCIAL STATEMENTS

In preparing the standalone financial statements, the Management is responsible for assessing the Company's ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Management
either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

STATUTORY REPORTS

Management's Responsibility for the Standalone Financial Statements
The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of thesestandalone financial statements that give a true and fair view of the financial position, financial performance, total comprehensive income,changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including theIndian Accounting Standards specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds
and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable
and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring
the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial
statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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2022-23

Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2020 (“the Order”), issued by the Central Government of India in terms of subsection (11) of Section 143 of the Act, we give in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order, tothe extent applicable.
2. As required by Section 143(3) of the Act, we report to the extent applicable that:(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the
purposes of our audit.
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of
those books.
(c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss including Other Comprehensive Income, Standalone
Statement of Changes in Equity and the Standalone Statement of Cash Flow dealt with by this Report are in agreement with the books ofaccount.
(d) In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified under Section 133of the Act.
(e) On the basis of the written representations received from the directors as on March 31, 2023 taken on record by the Board of Directors,
none of the directors is disqualified as on March 31, 2023 from being appointed as a director in terms of Section 164 (2) of the Act.
(f) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company andthe operating effectiveness of such controls, refer to our separate Report in “Annexure B”.
(g) With respect to the other matters to be included in the Auditor's Report in accordance with the requirements of Section 197(16) of theAct, as amended:
In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company
to its directors during the year is in accordance with the provisions of Section 197 of the Act.
(h) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit andAuditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:
i. The Company does not have any pending litigations which would impact its financial position- Refer Note 54(iii) to the standalone
financial statements.
ii. The Company has made provision, as required under the applicable law or Indian Accounting Standards, for material foreseeable
losses, if any, on long-term contracts including derivative contracts - Refer Note 14 to the standalone financial statements.
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the CompanyRefer Note 54(v) to the standalone financial statements.
iv. a. The Management has represented that, to the best of it's knowledge and belief, as disclosed in the notes to the standalone
financial statements, no funds (which are material either individually or in the aggregate) have been advanced or loaned orinvested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any
other persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing orotherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any mannerwhatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalfof the Ultimate Beneficiaries. Refer Note 57(vii) to the standalone financial statements.
b. The Management has represented, that, to the best of it's knowledge and belief, as disclosed in the notes to the standalone
financial statements no funds (which are material either individually or in the aggregate) have been received by the Company
from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded inwriting or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any
manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the
like on behalf of the Ultimate Beneficiaries. Refer Note 57(viii) to the standalone financial statements.
c. Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances,nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e)of the Companies (Audit and Auditors) Rules 2014, as provided under (a) and (b) above, contain any material misstatement.
v. Interim dividend declared and paid on non-cumulative compulsorily convertible preference shares by the Company during the year,
is in compliance with Section 123 of the Act (Refer Note No. 22 to the standalone financial statements).
vi. As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014, as amended is applicable for the Company only w.e.f. April 01, 2023,
therefore, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014, as amended, is not applicable

For S.N. Dhawan & CO LLP
Cha ered Accountants
Firm Registration No.: 000050N/N500045

Vinesh Jain
Pa nerMembership No.: 087701
UDIN: 23087701BGWNIZ6326

Place: Gurugram
Date: May 24, 2023

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2022-23(b) The property, plant and equipment and right-of-use assets have been physically verified by the Management during the year andaccording to the information and explanations given to us, no material discrepancies were noticed on such verification. In our opinion,
the frequency of verification of the property, plant and equipment and right-of-use assets is reasonable having regard to the size of
the Company and the nature of its assets.
(c) According to the information and explanations given to us and based on the examination of the registered sale deed / transfer deed /conveyance deed provided to us, we report that, the title deeds of all the immovable properties, (other than immovable properties
where the Company is the lessee and the lease agreements are duly executed in favour of the Company) are held in the name of theCompany as at the balance sheet date.
(d) The Company has not revalued its property, plant and equipment (including right-of-use assets) and intangible assets during the year.
Accordingly, the provisions of clause 3(i)(d) of the Order are not applicable.
(e) There are no proceedings which have been initiated or are pending against the Company for holding benami property under the
Benami Transactions (Prohibition) Act, 1988 (45 of 1988) (as amended in 2016) and rules made thereunder.
(ii) (a) The Company does not have any inventory. Accordingly, the provisions of clause 3(ii)(a) of the Order are not applicable.

STATUTORY REPORTS(i) (a) A. The Company has maintained proper records showing full particulars, including quantitative details and situation of property, plantand equipment and relevant details of right-of-use assets.
B. The Company has maintained proper records showing full particulars of intangible assets.

CORPORATE OVERVIEW(Annexure A, referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements'
section of the Independent Auditor's Report of even date to the members of Satya MicroCapital
Limited on the standalone financial statements as of and for the year ended March 31, 2023(iii) (a) To the best of our information and according to the explanations given to us, the Company's principal business is to give loans.
Accordingly, the provisions of clause 3(iii)(a) of the Order are not applicable.
(b) The Company is a Non-Banking Financial Company ('NBFC'), registered under provisions of RBI Act, 1934. In our opinion and according
to the information and explanations given to us, the investments made, security given and the terms and conditions of the grant of allloans and advances in the nature of loans provided are not prejudicial to the Company's interest. During the year, the Company has notprovided any guarantees.
(c) In respect of loans and advances in the nature of loans, granted by the Company as part of its business of providing microfinance loans,the schedule of repayment of principal and payment of interest has been stipulated by the Company. Refer notes 7 to the financial
statements for summarised details of such loans/advances which are not repaid by borrowers as per stipulations. Having regard to thevoluminous nature of loan transactions, it is not practicable to furnish entity-wise details of amount due, due date for repayment or
receipt and the extent of delay.
Summary of loan assets categorized as credit impaired (Stage 3) and loan assets Categorized as those where credit risk has increased
significantly since initial recognition (stage 2) as ate the balance sheet date is as under:
Stage 2Category of loan

Stage3Rs. In millions

Joint liability group loans
Individual loans

177.35492.892.57

4.05

Further, except for those instances where there are delays or defaults in repayment of principal and / or interest as at the balance sheet
date, in respect of which the Company has disclosed asset classification in note 7 to the standalone financial statements inaccordance with Indian Accounting Standards (Ind AS) and the guidelines issued by the Reserve Bank of India, the parties are repaying
the principal amounts, as stipulated, and are also regular in payment of interest, as applicable, except for some delays.
(d) In respect of loans and advances in the nature of loans, the total amount overdue for more than ninety days as at March 31, 2023 and thedetails of the number of such cases, as disclosed in note 7 of the standalone financial statements, are as under. In such instances, in our
opinion, reasonable steps have been taken by the Company for recovery of the overdue amount of principal and interest.
Principal Amount overdue Interest overdue
Total overdue
Category of loan
No. of Cases(Rs. in Million)(Rs. in Million)(Rs. in Million)
Joint liability group loans
Individual loans

19,010468.5424.35

492.89

95

3.91

0.14

4.05

(e) To the best of our information and according to the explanations given to us, the Company's principal business is to give loans.
Accordingly, the provisions of clause 3(iii)(e) of the Order are not applicable.
(f) According to the information and explanations given to us, and based on the audit procedures performed, the Company has notgranted any loans or advances in the nature of loans which are either repayable on demand or without specifying any terms or periodof repayment during the year.
(iv) In our opinion and according to the information and explanations given to us, the Company has not granted any loans, made investments orprovided guarantees in contravention of the provisions of sections 185 and 186(1) of the Act, the other provision of the section 186 of the
Act are not applicable to the Company.
(v) According to the information and explanations given to us, the Company has neither accepted any deposits nor the amounts which are
deemed to be deposits during the year and further the Company had no unclaimed deposits at the beginning of the year within themeaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, theprovisions of clause 3(v) of the Order are not applicable.

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FINANCIAL STATEMENTS(b) According to the information and explanations given to us, during the year the Company has been sanctioned working capital limits inexcess of Rs. 5 crores, in aggregate, from banks on the basis of security of fixed deposits kept as margin money with banks. As
represented by the Company, no quarterly returns or statements are required to be filed by the Company with such banks.

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2022-23(vi) According to the information and explanations given to us, the Central Government has not specified maintenance of cost records undersub-section (1) of Section 148 of the Act, in respect of Company's services. Accordingly, the provisions of clause 3(vi) of the Order are notapplicable.
(vii) (a) In our opinion and according to the information and explanations given to us, the Company is regular in depositing undisputed
statutory dues including goods and services tax, provident fund, employees' state insurance, income-tax, cess and other material
statutory dues, as applicable, to the appropriate authorities, during the year. Further, no undisputed amounts payable in respect
thereof were outstanding at the year-end for a period of more than six months from the date they became payable. During the year theoperation of the Company does not give rise the liability of sales-tax, service tax, duty of customs, duty of excise and value added tax.
(b) According to the information and explanations given to us, there are no statutory dues referred to in sub-clause (a) that have not been
deposited with the appropriate authorities on account of any dispute.
(viii) According to the information and explanations given to us, there are no transactions relating to previously unrecorded income that weresurrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961).
(ix) (a) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of loans orother borrowings or in the payment of interest thereon to any lender.
(b) According to the information and explanations given to us, we report that the Company has not been declared wilful defaulter by any
bank or financial institution or government or any government authority.
In(c) our opinion and according to the information and explanations given to us, the term loans were applied for the purposes for which
the loans were obtained.
(d) According to the information and explanations given to us and on an overall examination of the financial statements of the Company,
we report that no funds raised on a short-term basis have been used for long-term purposes by the Company.
(e) According to the information and explanations given to us and on an overall examination of the financial statements of the Company,
we report that the Company has neither taken any funds from any entity or person during the year, nor it has raised funds through issueof shares or borrowings on account of or to meet the obligations of its subsidiary.
(f) According to the information and explanations given to us, we report that the Company has not raised loans during the year on thepledge of securities held in its subsidiary.
(x) (a) According to the information and explanations given to us, the Company did not raise moneys by way of initial public offer or further
public offer (including debt instruments) during the year. Accordingly, the provisions of clause 3(x)(a) of the Order are not applicable.
(b) According to the information and explanations given to us, the Company has made private placement of equity shares and noncumulative compulsory convertible preference shares during the year. In respect of the same, in our opinion, the Company hascomplied with the requirement of Section 42 and Section 62 of the Act and the Rules framed there under. Further, in our opinion, theamounts so raised have been used for the purposes for which the funds were raised.
(xi) (a) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company or on the
Company has been noticed or reported during the period covered by our audit, except few cases identified by the management
relating to cash embezzlement amounting to Rs. 2.58 million as stated under Note 47(f) to the standalone financial statements. As
informed to us, the Company has initiated legal action for recovery.
(b) No report under sub-section (12) of Section 143 of the Act has been filed in Form ADT-4 as prescribed under Rule 13 of Companies(Audit and Auditors) Rules, 2014 (as amended) with the Central Government, during the year and upto the date of this report.
(c) As represented to us by the management, there are no whistle blower complaints received by the Company during the year.
(xii) According to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, the provisions of clause3(xii)(a)-(c) of the Order are not applicable.
(xiii) In our opinion and according to the information and explanations given to us, all transactions with the related parties are in compliancewith Sections 177 and 188 of Act, where applicable, and the requisite details have been disclosed in the financial statements etc., asrequired by the applicable accounting standards.
(xiv) (a) In our opinion and according to the information and explanations given to us, the Company has an internal audit system commensuratewith the size and nature of its business.
(b) We have considered the internal audit reports of the Company issued till date, for the period under audit.
(xv) In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any noncash transactions with the directors or persons connected with them covered under Section 192 of the Act.
(xvi) (a) The Company is required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934 and such registration has beenobtained by the Company.
(b) The Company has not conducted any Non-Banking Financial or Housing Finance activities without a valid Certificate of Registrationfrom the Reserve Bank of India (RBI) as per the RBI Act, 1934.
(c) The Company is not a Core Investment Company (“CIC”) as defined in the regulations made by the Reserve Bank of India. Accordingly,
provisions of clause 3(xvi)(c) of the Order are not applicable.
(d) The Group has no CIC which are part of the Group.
(xvii) The Company has not incurred any cash losses in the current financial year and in the immediately preceding financial year.
(xviii) There has been no resignation of the statutory auditors during the year.
(xix) According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates ofrealization of financial assets and payment of financial liabilities, other information accompanying the financial statements, ourknowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions,nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that
Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year
from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state

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2022-23(xx) (a) There is no unspent amount towards Corporate Social Responsibility (CSR) on other than ongoing projects requiring a transfer to aFund specified in Schedule VII to the Act in compliance with the second proviso to sub-section (5) of Section 135 of the said Act.
(b) There is no unspent amount towards Corporate Social Responsibility (CSR) on ongoing projects requiring a transfer to a special
account in compliance with provision of sub-section (6) of Section 135 of the said Act.
(xxi) The reporting under clause 3(xxi) of the Order is not applicable in respect of audit of Standalone Financial Statements. Accordingly, nocomment in respect of the said clause has been included in this report.

STATUTORY REPORTS

For S.N. Dhawan & CO LLP
Cha ered Accountants
Firm Registration No.: 000050N/N500045

CORPORATE OVERVIEW

that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all
liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

FINANCIAL STATEMENTS

Vinesh Jain
Pa nerMembership No.: 087701
UDIN: 23087701BGWNIZ6326
Place: Gurugram
Date: May 24, 2023

107

2023

Annual Repo

2022-23

Annexure B referred to in paragraph 2(f) under the heading 'Report on Other Legal and Regulatory
Requirements' of the Independent Auditor's Report of even date to the members of Satya
MicroCapital Limited, on the standalone financial statements for the year ended March 31, 2023
Independent Auditor's report on the Internal Financial Controls with reference to standalone
financial statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013(“the Act”)
We have audited the internal financial controls with reference to standalone financial statements of Satya MicroCapital Limited (“theCompany”) as of March 31, 2023 in conjunction with our audit of the standalone financial statements of the Company for the year ended onthat date.

Management's Responsibility for Internal Financial Controls

The Company's Management is responsible for establishing and maintaining internal financial controls based on the internal control overfinancial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Noteon Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities
include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring theorderly and efficient conduct of the Company's business, including adherence to Company's policies, the safeguarding of its assets, theprevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation ofreliable financial information, as required under the Act.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls with reference to standalone financial statements basedon our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting(the “Guidance Note”) and the Standards on Auditing, issued by the Institute of Chartered Accountants of India (“the ICAI”) and deemed to beprescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit ofInternal Financial Controls and, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls withreference to standalone financial statements were established and maintained and if such controls operated effectively in all material
respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system with reference
to standalone financial statements and their operating effectiveness. Our audit of internal financial controls with reference to standalone
financial statements included obtaining an understanding of internal financial controls with reference to standalone financial statements,
assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control basedon the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material
misstatement of the standalone financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's
internal financial controls system with reference to standalone financial statements.

Meaning of Internal Financial Controls with reference to Standalone Financial Statements

A Company's internal financial controls with reference to standalone financial statements is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of standalone financial statements for external purposes inaccordance with generally accepted accounting principles. A Company's internal financial controls with reference to standalone financial
statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately andfairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded
as necessary to permit preparation of standalone financial statements in accordance with generally accepted accounting principles, and thatreceipts and expenditures of the Company are being made only in accordance with authorisations of Management and directors of theCompany; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of
the Company's assets that could have a material effect on the standalone financial statements.

Inherent Limitations of Internal Financial Controls with reference to Standalone Financial Statements

Because of the inherent limitations of internal financial controls with reference to standalone financial statements, including the possibility ofcollusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also,
projections of any evaluation of the internal financial controls with reference to standalone financial statements to future periods are subject tothe risk that the internal financial controls with reference to standalone financial statements may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.

OpinionIn our opinion, the Company has, in all material respects, adequate internal financial controls system with reference to standalone financial
statements and such internal financial controls with reference to standalone financial statements were operating effectively as at March 31,
2023, based on the internal financial controls with reference to standalone financial statements criteria established by the Company
considering the essential components of internal control stated in the Guidance Note issued by the ICAI.
For S.N. Dhawan & CO LLP
Cha ered Accountants
Firm Registration No.: 000050N/N500045
Vinesh Jain
Pa nerMembership No.: 087701
UDIN: 23087701BGWNIZ6326
Place: Gurugram
Date: May 24, 2023

108

Annual Repo

2023

SATYA MicroCapital LimitedStandalone Balance Sheet as at March 31, 2023

Non-financial assets
Current tax assets (net)Deferred tax assets (net)Property, plant and equipment
Capital work-in-progress
Intangible assets
Other non-financial assets
Total non-financial assets

As at March 31, 2022

4
5
6
7
8
9

2,199.93
2,092.55
106.4837,903.04
1,733.40
1,225.08
45,260.48

1,278.44
3,214.89
73.40
23,161.34
46.36
570.2628,344.69

10
11
12A
12B
12C
13

139.53
159.65612.120.20
410.06
1,321.56

46.17
64.45
120.560.33
296.39527.9046,582.04

28,872.59

6.95

-

0.53

-

100.84

82.49

16
16
16
17

10,360.69
25,142.47
1,160.89
1,205.30
37,977.67

5,285.46
16,336.56
1,150.23
385.2023,239.94

18
11
19

69.34
48.95
113.49231.7836.58
73.40
109.9820
21
22593.2049.00
7,730.39

490.6429.85
5,002.18

Total assets

CORPORATE OVERVIEWASSETS
Financial assets
Cash and cash equivalents
Bank balances other than cash and cash equivalents
Trade receivables
Loan portfolio
Investments
Other financial assets
Total financial assets(₹ in million unless otherwise stated)

As at March 31, 2023

STATUTORY REPORTS

Notes

Pa iculars

2022-23

Liabilities
Financial liabilities
Derivative financial instruments
Trade payables(i) total outstanding dues of micro enterprises andsmall enterprises(ii) total outstanding dues of creditors other than
micro enterprises and small enterprises
Debt securities
Borrowings (other than debt securities)
Subordinated liabilities
Other financial liabilities
Total financial liabilities
Non-financial liabilities
Provisions
Deferred tax liabilities (net)Other non-financial liabilities
Total non-financial liabilities

14
15

FINANCIAL STATEMENTS

LIABILITIES AND EQUITY

EquityEquity share capital
Instruments entirely equity in nature
Other equity
Total equity
Total liabilities and equity

8,372.59

5,522.67

46,582.04

28,872.59

The accompanying notes are integral part of standalone financial statements
As per our report of even date
For S.N. Dhawan & CO LLP
Chartered Accountants
Firm Registration No.: 000050N/N500045

For and on behalf of the Board of Directors of
SATYA MicroCapital Limited

Vinesh Jain
PartnerMembership No.: 087701

Vivek Tiwari
Managing Director, CEO & CIO
DIN: 02174160

Ratnesh Tiwari
Director
DIN: 07131331

Choudhary Runveer Krishanan
Company Secretary & Chief Compliance officer
M.No. F7437

Vandita Kaul
Chief Financial Officer

Place: Gurugram
Date: May 24, 2023

Place: Gurugram
Date: May 24, 2023

109

Annual Repo

2023

2022-23

SATYA MicroCapital LimitedStandalone Statement of Profit and Loss for the Year Ended March 31, 2023(₹ in million unless otherwise stated)

Notes

Pa iculars
Revenue from operations
Interest income
Fee and commission income
Net gain on derecognition of financial instruments
under amortised cost category
Total revenue from operations

For year ended
March 31, 2023

For year ended
March 31, 202223
24

5,770.97
491.883,345.88
291.2225

1,044.64
7,307.49

366.57
4,003.67

26

52.97

11.74

7,360.46

4,015.41

2,972.21
6.95
721.31
2,023.58
76.99
845.316,646.35

1,711.05
170.71
1,167.99
57.46
473.113,580.32

Profit before tax

714.11435.09Tax expense:
Current year tax
Deferred tax charge
Income-tax expense714.11
68.64
115.03183.67435.09102.117.95
110.06530.44325.03

Items that will not be reclassified subsequently
to profit or loss
Re-measurement gains/(losses) on defined benefit plans
Income tax effectTotal comprehensive income for the year

(6.46)
1.63
525.61(0.99)
0.25
324.29Earnings per equity share (EPS) (face value of ₹ 10 per equity share)
Computed on the basis of total profit for the year
Basic (EPS) (amount in ₹)34
Diluted (DEPS) (amount in ₹)
34

10.56
9.60

7.05
6.94

Other income
Total income
ExpensesFinance cost
Net loss on fair value changes
Impairment on financial instruments
Employee benefits expenses
Depreciation and amortisation
Other expenses
Total expenses

27
28
29
30
31
32

33

Profit for the year
Other comprehensive income

The accompanying notes are integral part of standalone financial statements
As per our report of even date

For S.N. Dhawan & CO LLP
Chartered Accountants
Firm Registration No.: 000050N/N500045

For and on behalf of the Board of Directors of
SATYA MicroCapital Limited

Vinesh Jain
PartnerMembership No.: 087701

Vivek Tiwari
Managing Director, CEO & CIO
DIN: 02174160

Ratnesh Tiwari
Director
DIN: 07131331

Choudhary Runveer Krishanan
Company Secretary & Chief Compliance officer
M.No. F7437

Vandita Kaul
Chief Financial Officer

Place: Gurugram
Date: May 24, 2023

Place: Gurugram
Date: May 24, 2023

110

Annual Repo

2023

2022-23

SATYA MicroCapital LimitedStandalone Statement of Cash flow for the year ended March 31, 2023

435.09

69.09
7.90
16.13
2.04
721.316.95
1.41(1,044.64)

44.41
13.04
9.24
2.29
170.710.88(366.57)

494.30309.09

Increase/(decrease) in trade payable and other financial liabilities
Increase/(decreases) in other non-financial liabilities
Increase/(decreases) in provisions(Increase)/decrease in bank balances other than cash and cash equivalents(Increase)/decrease in trade receivables(Increase)/decrease in loan portfolio(Increase)/decrease in other financial assets(Increase)/decrease in other non-financial assets

840.1040.09
26.30
1,122.34(33.08)(15,463.01)
389.82(123.75)(33.66)24.58
10.35(1,844.03)
34.02(11,186.11)
40.79(147.83)

Cash used in operations(12,706.89)(12,792.80)

Profit before tax
Adjustments for:
Depreciation and amortisation
Depreciation of right-of-use asset
Share based payment to employees
Interest expense for leasing arrangements
Impairment of financial instruments
Net loss on fair value changes
Loss on sale of property plant and equipment
Net gain on derecognition of financials instruments under amortised cost category
Operating profit before working capital changes
Movements in working capital:

Income-tax paid
Net cash used in operating activities (A)(162.00)(118.91)(12,868.89)(12,911.71)(713.54)
1.08(1,730.08)
43.04(2,399.50)(92.09)(0.15)
0.89(47.36)1.00(137.71)2,308.19
13,891.82(10.13)
16,189.88

1,144.91
11,502.45(8.64)
12,638.72

921.49(410.70)

Cash flow from investing activities
Purchase of property, plant and equipment and capital work-in-progress
Purchase of intangible assets
Proceeds from derecognition of property, plant and equipment
Purchase of investment
Proceeds from investment
Net cash used in investing activities (B)Cash flow from financing activities
Proceeds from issue of share capital (including premium and net of issue expenses)
Net proceeds from borrowings#
Payment of lease liabilities
Net cash from financing activities (C)Net increase / (decrease) in cash and cash equivalents (A + B + C)
Cash and cash equivalents at the beginning of the year

1,278.44

1,689.14

Cash and cash equivalents at the end of the year

2,199.93

1,278.44

Cash on hand
Balance with banks - on current accounts
Deposits with original maturity of less than 3 months

16.63
2,183.30-

2.91
765.49510.04

Total cash and cash equivalents

2,199.93

1,278.44

Components of cash and cash equivalents as at the end of the year

# Represents net proceeds from debt securities, borrowings (other than debt securities) and subordinated liabilities.
For disclosure of investing and financing transactions that do not require the use of cash and cash equivalents, refer note 46.

The accompanying notes are integral part of standalone financial statements
As per our report of even date
For S.N. Dhawan & CO LLP
Chartered Accountants
Firm Registration No.: 000050N/N500045

For and on behalf of the Board of Directors of
SATYA MicroCapital Limited

Vinesh Jain
PartnerMembership No.: 087701

Vivek Tiwari
Managing Director, CEO & CIO
DIN: 02174160

Ratnesh Tiwari
Director
DIN: 07131331

Choudhary Runveer Krishanan
Company Secretary & Chief Compliance officer
M.No. F7437

Vandita Kaul
Chief Financial Officer

Place: Gurugram
Date: May 24, 2023

Place: Gurugram
Date: May 24, 2023

111

STATUTORY REPORTS

714.11

Cash flow from operating activities

FINANCIAL STATEMENTS

For year ended
March 31, 2022

Pa iculars

CORPORATE OVERVIEW(₹ in million unless otherwise stated)

For year ended
March 31, 2023

Annual Repo

2023

2022-23

SATYA MicroCapital LimitedStandalone Statement of Changes in Equity for the Year Ended on March 31, 2023(₹ in million unless otherwise stated)

A. Equity Shares
Equity Share of ₹ 10 each issued
Pa iculars

Balance Changes in equity Changes during Balance as Changes in equity Changes during Balance as
as at April share capital due to the Financial at March share capital due to the Financial at March
1, 2021 prior period errors year 2021-22 31, 2022 prior period errors year 2022-23 31, 2023*

Equity share capital(fully paid up)
Equity share capital(pa ly paid up)
Total

452.25-28.39

480.64-75.06

555.70

6.25

-

3.75

10.00

-

27.50

37.50

458.50-32.14

490.64-102.56593.20*net of amount recoverable from SATYA Employee Welfare Trust of ₹ 5.78 million (March 31, 2022: ₹ 8.11 million).

B. Instruments entirely equity in nature
Pa iculars

Balance Changes in equity Changes during Balance as Changes in equity Changes during Balance as
as at April share capital due to the Financial at March share capital due to the Financial at March
1, 2021 prior period errors year 2021-22 31, 2022 prior period errors year 2022-23 31, 2023*

Non-cumulative
compulsorily
conve ible
preference shares
Total

-

-

29.85

29.85

-

19.15

49.00

-

-

29.85

29.85

-

19.15

49.00

C. Other equity
Reserves & Surplus
Pa iculars

Securities
Premium

Balance as at April 01, 2021
Profit for the year ended March 31, 2022
Other comprehensive income (net of income-tax effect)
Total comprehensive income
Transfer to Statutory Reserve
Fair value of stock option - charge for the year
Premium on stock option
Premium on issue of equity shares
Amount recoverable from Satya Employee Welfare Trust
Premium on issue of non- cumulative compulsorily convertible
preference shares
Balance as at March 31, 2022
Profit for the year ended March 31, 2023
Other comprehensive income (net of income-tax effect)
Total comprehensive income
Transfer to Statutory Reserve
Fair value of stock option - charge for the year
Premium on stock option
Premium on issue of equity shares
Amount recoverable from Satya Employee Welfare Trust
Premium on issue of non- cumulative compulsorily convertible
preference shares
Dividend paid on non- cumulative compulsorily convertible
preference shares*
Balance as at March 31, 2023

Share
Retained Statutory
Options
Earnings Reserve Outstanding
Reserve

Total

3,466.97

59.20

42.05

17.57

3,585.79-

325.03(0.74)
324.29--325.03(0.74)
324.292.42
506.128.11(65.01)
-

65.01
-

5.33
-

5.33
2.42
506.12
8.11

570.12
4,553.74

318.48107.0622.90

5,002.18-

530.44(4.83)
525.61--530.44(4.83)

9.97
171.7612.03(106.09)-106.09
-

2.29
-

2.29
9.97
171.7612.03

2,006.55---

6,754.05(0.00)
738.00213.1525.19

2,006.55(0.00)

570.12525.617,730.39* ₹ 508.26

As per our report of even date
For S.N. Dhawan & CO LLP
Chartered Accountants
Firm Registration No.: 000050N/N500045

For and on behalf of the Board of Directors of
SATYA MicroCapital Limited

Vinesh Jain
PartnerMembership No.: 087701

Vivek Tiwari
Managing Director, CEO & CIO
DIN: 02174160

Ratnesh Tiwari
Director
DIN: 07131331

Choudhary Runveer Krishanan
Company Secretary & Chief Compliance officer
M.No. F7437

Vandita Kaul
Chief Financial Officer

Place: Gurugram
Date: May 24, 2023

Place: Gurugram
Date: May 24, 2023

112

2023

Annual Repo

2022-23

SATYA MicroCapital Limited
Notes to the Standalone Financial Statements for the year ended March 31, 2023

Basis of preparationa) Statement of compliance in preparation of standalone financial statements
The standalone financial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS)
notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time) along with other relevant
provisions of the Act, the Master Direction – Non-Banking Financial Company – Systemically Important Non-Deposit taking Company
and Deposit taking Company (Reserve Bank) Directions, 2016 ('the NBFC Master Directions') and notification for Implementation ofIndian Accounting Standard vide circular RBI/2019-20/170 DOR(NBFC).CC.PD.No.109/22.10.106/2019-20 dated March 13, 2020('RBI Notification for Implementation of Ind AS') issued by RBI. The standalone financial statements have been prepared on a going
concern basis.
The standalone financial statements have been prepared on a historical cost basis, except for financial instruments which have beenmeasured at fair value. Further, the carrying values of recognized assets and liabilities that are hedged items in fair value hedges, andotherwise carried at amortized cost, are adjusted to record changes in fair value attributable to the risks that are being hedged. The
standalone financial statements are presented in Indian Rupees (₹).

b) Presentation of standalone financial statements
The Company presents its balance sheet in order of liquidity. Financial assets and financial liabilities are generally reported gross in thebalance sheet. They are only offset and reported net when Ind AS specifically permits the same or it has an unconditionally legally
enforceable right to offset the recognized amounts without being contingent on a future event. Similarly, the Company offsets
incomes and expenses and reports the same on a net basis when permitted by Ind AS specifically.

3A. Significant accounting policiesa) Use of estimates, judgments and assumptions

The preparation of standalone financial statements in conformity with the Ind AS requires the management to make judgments,
estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the accompanying
disclosure and the disclosure of contingent liabilities, at the end of the reporting period. Estimates and underlying assumptions arereviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised, andfuture periods are affected. Although these estimates are based on the management's best knowledge of current events and actions,
uncertainty about these assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying
amounts of assets or liabilities in future periods.
In particular, information about significant areas of estimation, uncertainty and critical judgments in applying accounting policies
that have the most significant effect on the amounts recognized in the standalone financial statements is included in the following
notes:i) Defined employee benefit assets and liabilities
The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using actuarial valuations.
An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include thedetermination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation andits long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed ateach reporting date.

ii) Fair value measurement
When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted
prices in active markets, their fair value is measured using various valuation techniques. The inputs to these models are taken fromobservable markets where possible, but where this is not feasible, a degree of judgment is required in establishing fair values.
Judgments include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about thesefactors could affect the reported fair value of financial instruments.
iii) Impairment of loan portfolio
Judgment is required by management in the estimation of the amount and timing of future cash flows when determining an
impairment allowance for loans and advances. In estimating these cash flows, the Company makes judgments about the borrower's
financial situation. These estimates are based on assumptions about a number of factors such as credit quality, level of arrears etc.
and actual results may differ, resulting in future changes to the impairment allowance.
The Company's Expected Credit Loss (ECL) calculations are outputs of complex models with a number of underlying assumptions
regarding the choice of variable inputs and their interdependencies. Elements of the ECL models that are considered accounting
judgments and estimates include:

113

STATUTORY REPORTS

2.

CORPORATE OVERVIEW

Corporate information
SATYA MicroCapital Limited ('SATYA' or the 'Company') is a public Company domiciled in India and incorporated under the provisions of
the Companies Act, 1956 on May 18, 1995. The Company was registered as a non-deposit accepting Non-Banking Financial Company('NBFC-ND-SI') with the Reserve Bank of India ('RBI') and got classified as Non-Banking Financial Company – Micro Finance Institution(NBFC – MFI) effective February 2, 2018. The registered office address of the Company is 519, 5th Floor, DLF Prime Tower, Okhla
Industrial Area, Phase-1, New Delhi-110020.
The Reserve Bank of India (RBI) has introduced the Scale Based Regulation (SBR): A Revised Regulatory Framework for NBFCs ('theFramework') through Circular No. RBI/2021- 22/112 DOR.CRE.REC.No.60/03.10.001/2021-22 issued in October 2021. Under thisFramework, NBFCs are categorized into different layers, namely Base Layer (NBFC-BL), Middle Layer (NBFC-ML), Upper Layer (NBFCUL), and Top Layer (NBFC-TL).
The Company has been classified as a "Middle Layer" NBFC in accordance with the Framework.
The Company is primarily engaged in the business of micro finance providing small value unsecured loans to low-income customers inurban, semi-urban and rural areas. The tenure of these loans is generally spread over one to two years.

FINANCIAL STATEMENTS

1.

Annual Repo

2023

–
–
–
–
–

2022-23

The Company's internal model, which assigns Probability of Defaults ('PDs') to the individual grades
The Company's criteria for assessing if there has been a significant increase in credit risk and so allowances for financial assets
should be measured on a Lifetime ECL basis and the qualitative assessment
The segmentation of financial assets when their ECL is assessed on a collective basis
Development of ECL models, including the various formulas and the choice of inputs
Determination of associations between macroeconomic scenarios and, economic inputs, such as unemployment levels andcollateral values, and the effect on Probability of Defaults ('PDs'), Exposure at Default ('EADs') and Loss given Defaults ('LGDs')

Selection of forward-looking macroeconomic scenarios and their probability weightings, to derive the economic inputs into the ECL
models.
iv) Provisions other than impairment on loan portfolio
Provisions are held in respect of a range of future obligations such as employee entitlements and litigation provisions. Some of theprovisions involve significant judgment about the likely outcome of various events and estimated future cash flows. The
measurement of these provisions involves the exercise of management judgments about the ultimate outcomes of the transactions.
Payments that are expected to be incurred after more than one year are discounted at a rate which reflects both current interest rates
and the risks specific to that provision.
v) Share-Based Payment
Estimating fair value for share-based payment transactions requires determining of the most appropriate valuation model, which isdependent on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to thevaluation model including the expected life of the share option, volatility and dividend yield and making assumptions about them.
vi) Non-Cumulative Compulsory Convertible Preference Shares (NCCCPS)
Non-cumulative compulsory convertible preference shares (NCCCPS) are classified as a liability or equity components based on theterms of the contract and in accordance with Ind AS - 32 (Financial instruments: Presentation). NCCCPS issued by the Company
classified as equity is carried at its transaction value and shown within "other equity”vii) Effective Interest Rate ('EIR') method
The Company's EIR methodology, recognises interest income / expense using a rate of return that represents the best estimate of aconstant rate of return over the expected behavioral life of loans given / taken and recognises the effect of potentially different
interest rates at various stages and other characteristics of the product life cycle (including prepayments and penalty interest andcharges).
This estimation, by nature, requires an element of judgement regarding the expected behavior and life cycle of the instruments, aswell expected changes to India's base rate and other fee income/expense that are integral parts of the instrument.
viii) Other estimates
These include contingent liabilities, useful lives of tangible and intangible assets etc.

b) Recognition of income and expense(i) Interest and Processing Fee income on loans
The Company earns revenue primarily from giving loans. Revenue is recognized to the extent that it is probable that the economic
benefits will flow to the Company and the revenue can be reliably measured.
Interest and loan processing fees are recognized using the effective interest method (EIR). The effective interest method calculates
the amortized cost of a financial instrument and allocates the interest income over the relevant period. The effective interest rate is
the rate that discounts estimated future cash payments or receipts through the expected life of the financial instrument or, whenappropriate, a shorter period, to the gross carrying amount of the financial asset or liability. The calculation takes into account allcontractual terms of the financial instrument (for example, prepayment options) and includes any fees or incremental costs that are
directly attributable to the instrument and are an integral part of the EIR, but not future credit losses.
The Company calculates interest income by applying the EIR to the gross carrying amount of financial assets other than creditimpaired assets. When a financial asset becomes credit-impaired and is, therefore, regarded as 'Stage 3', the Company calculatesinterest income to the extent recoverable. If the financial assets cures and is no longer credit-impaired, the Company reverts tocalculating interest income on a gross basis.
(ii) Revenue from Contracts with Customers
The Company recognizes revenue from contracts with customers (other than financial assets to which Ind AS 109 'Financial
Instruments' is applicable) based on a comprehensive assessment model as set out in Ind AS 115 'Revenue from Contracts with
Customers'. The Company identifies contract(s) with a customer and its performance obligations under the contract, determines thetransaction price and its allocation to the performance obligations in the contract and recognizes revenue only on satisfactorycompletion of performance obligations.
a.
b.
c.

Facilitation fees income is earned by selling of services and products of other entities under distribution arrangements. The
income so earned is recognized on successful sales on behalf of other entities subject to there being no significant uncertainty of
its recovery.
Revenue from business correspondence services is recognized point in time when performance obligation is satisfied as per
agreed terms and conditions of the contract.
Income from assignment transactions, i.e. present value of excess interest spread is recognised when the related loan assets are
de-recognised. Interest income is also recognised on carrying value of assets over the remaining period of such assets.

(iii) Finance cost
Finance costs represents Interest expense recognised by applying the Effective Interest Rate (EIR) to the gross carrying amount offinancial liabilities other than financial liabilities classified as FVTPL. The EIR in case of a financial liability is computed.
a. As the rate that exactly discounts estimated future cash payments through the expected life of the financial liability to the grosscarrying amount of the amortised cost of a financial liability.
b. By considering all the contractual terms of the financial instrument in estimating the cash flows.
c. Including all fees paid between parties to the contract that are an integral part of the effective interest rate, transaction costs,
and all other premiums or discounts.

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2022-23c) Property, plant and equipment (PPE), intangible asset and capital work in progress
PPE
PPE are stated at cost (including incidental expenses directly attributable to bringing the asset to its working condition for its intendeduse) less accumulated depreciation and impairment losses, if any. Cost comprises the purchase price and any attributable cost of
bringing the asset to its working condition for its intended use. Subsequent expenditure related to PPE is capitalized only when it isprobable that future economic benefits associated with these will flow to the Company and the cost of item can be measured reliably.
Other repairs and maintenance costs are expensed off as and when incurred.
An item of property, plant and equipment and any significant part initially recognized is derecognized upon disposal or when no future
economic benefits are expected from its use or disposal. Any gain or loss arising on de-recognition of the asset (calculated as thedifference between the net disposal proceeds and the carrying amount of the asset) is included in the statement of profit and loss
when the asset is derecognized.
Intangible asset
Intangible assets represent capital expenditure towards software which is stated at cost less accumulated amortization and any
accumulated impairment losses.
Capital work in progress
Capital work-in-progress is carried at cost, comprising direct cost and related incidental expenses to acquire property, plant andequipment. Assets which are not ready to intend use are also shown under capital work-in-progress.

d) Depreciation and amortization

Depreciation
i. Depreciation on property, plant and equipment provided on a written down value method at the rates arrived based on useful lifeof the assets, prescribed under Schedule II to the Companies Act, 2013, which also represents the estimate of the useful life of theassets by the management.
ii. Property, plant and equipment costing up to Rs.5,000 individually are fully depreciated in the year of purchase.

The Company has used the following useful lives to provide depreciation on its property, plant and equipment:
Asset Category
Useful Life (In Years)(i) Furniture and fittings
10(ii) Computers and data processing units(a) Servers and networks
6(b) End user devices, such as, desktops, laptops, etc.
3(iii) O ce equipment
5(iv) Motor vehicles
8(a) Motor cars
10(b) Two-Wheeler Vehicles(v) Building60
Amo ization
Intangible assets are amo ized on the basis of Straight-Line Method over a period of 4 years.

e) Impairmenti) Overview of principles for measuring expected credit loss ('ECL') on nancial assets.
In accordance with Ind AS 109, the Company is required to measure expected credit losses on its nancial instruments designated at
amo ized cost and fair value through other comprehensive income. Accordingly, the Company is required to determine lifetime
losses on nancial instruments where credit risk has increased signi cantly since its origination. For other instruments, the Company
is required to recognize credit losses over next 12 months period. The Company has an option to determine such losses on individual
basis or collectively depending upon the nature of underlying po folio. The Company has a process to assess credit risk of all
exposures at each year end as follows:Stage I
These represent exposures where there has not been a signi cant increase in credit risk since initial recognition or that has low credit
risk at the repo ing date. The Company has assessed that all standard exposures (i.e. exposures with no overdue) and exposure upto
30 days overdue fall under this category. In accordance with Ind AS 109, the Company measures ECL on such assets over next 12months.
Stage II
Financial instruments that have had a signi cant increase in credit risk since initial recognition are classi ed under this stage. Based on
empirical evidence, signi cant increase in credit risk is witnessed a er the overdues on an exposure exceed for a period more than 30
days. Accordingly, the Company classi es all exposures with overdues exceeding 30 days at each repo ing date under this Stage. The
Company measures lifetime ECL on stage II loans.

115

STATUTORY REPORTS(v) Other income and expense
All Other income and expense are recognized on an accrual basis in the period they occur.

FINANCIAL STATEMENTS(iv) Dividend income
Dividend income is recognized when the Company's right to receive the payment is established, which is generally when theshareholders approve the dividend.

CORPORATE OVERVIEW

Any subsequent changes in the estimation of the future cash flows is recognised in interest expense with the corresponding
adjustment to the carrying amount of the financial liability. Interest expense includes issue costs that are initially recognised as part ofthe carrying value of the financial liability and amortised over the expected life using the effective interest method. These include fees
and commissions payable to advisers and other expenses such as external legal costs, rating fee etc. provided these are incremental
costs that are directly related to the issue of a financial liability.

2023

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Stage IIIAll exposures having overdue balances for a period exceeding 90 days are considered to be defaults and are classified under thisstage. Accordingly, the Company measures lifetime losses on such exposure. Interest revenue on such contracts is calculated byapplying the effective interest rate to the amortized cost (net of impairment allowance) instead of the gross carrying amount. The
method is similar to Stage II assets, with the probability of default set at 100%.
When estimating ECL on a collective basis for a group of similar assets, the Company applies the same principles for assessing
whether there has been a significant increase in credit risk since initial recognition
Methodology for calculating ECL
The mechanics of the ECL calculation involve the use of following key elements:
Probability of default (PD) - The probability of default is an estimate of the likelihood of default over a given time horizon (12-month or
lifetime, depending upon the stage of the asset). PD estimation is done based on historical internal data available with the Company.
For credit impaired assets, a PD of 100% has been applied.
Exposure at default (EAD) – It represents an estimate of the exposure of the Company at a future date after considering repayments
by the counterparty before the default event occurs. The outstanding balance as at reporting date is considered as EAD by theCompany. Considering the PD determined above factors in amount at default, there is no separate requirement to estimate EAD.
Loss given default (LGD) – It represents an estimate of the loss expected to be incurred when the event of default occurs. The
Company uses historical loss data/external agency LGD for identified pools for the purpose of calculating LGD.
Forward looking information
While estimating the expected credit losses, the Company reviews macro-economic developments occurring in the economy andmarket it operates in. On a periodic basis, the Company analyses if there is any relationship between key economic trends like GDP,
Unemployment rates, Benchmark rates set by the Reserve Bank of India, inflation etc. with the estimate of PD, LGD determined by theCompany based on its internal data. While the internal estimates of PD, LGD rates by the Company may not be always reflective ofsuch relationships, temporary overlays are embedded in the methodology to reflect such macro-economic trends reasonably.
Definition of default and cure
The Company considers a financial instrument as defaulted and classifies it as Stage III (credit-impaired) for ECL calculations typicallywhen the borrower becomes 90 days past due on contractual payments. The Company may also classify a loan in Stage III if there issignificant deterioration in the financial condition of the borrower or an assessment that adverse market conditions may have adisproportionately detrimental effect on the loan repayment. Thus, as a part of the qualitative assessment of whether an instrument isin default, the Company also considers a variety of instances that may indicate delay in or non-repayment of the loan. When such
events occur, the Company carefully considers whether the event should result in treating the borrower as defaulted and therefore
assessed as Stage III for ECL calculations or whether Stage II is appropriate.
Classification of accounts into Stage II is done when there is a significant increase in credit risk since initial recognition, typically whencontractual repayments are more than 30 days past due.
Write-offs
Loans are written off (either partially or in full) when there is no realistic prospect of recovery. This is generally the case when the
Company determines that the borrower does not have assets or sources of income that could generate sufficient cash flows to repay
the amounts subjected to write-offs. All such write-offs are charged to the statement of profit and loss. Any subsequent recoveries
against such loans are credited to the statement of profit and loss.
ii) Non-financial assets
The carrying amount of assets is reviewed at each balance sheet date if there is any indication of impairment based oninternal/external factors. An impairment loss is recognized wherever the carrying amount of an asset exceeds its recoverable amount.
The recoverable amount is the greater of the assets, net selling price and value in use. In assessing value in use, the estimated future
cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the timevalue of money and risks specific to the asset. In determining net selling price, recent market transactions are taken into account, if
available. If no such transactions can be identified, an appropriate valuation model is used. After impairment, depreciation is provided
on the revised carrying amount of the asset over its remaining useful life.

f) Leases
The Company assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right tocontrol the use of an identified asset for a period of time in exchange for consideration.
Where the Company is lessee
The Company applies a single recognition and measurement approach for all leases, except for short-term leases and leases of lowvalue assets. The Company recognizes lease liabilities to make lease payments and right-of-use assets representing the right to use
the underlying assets.
i) Right-of-use assets
The Company recognizes right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available
for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any
remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognized, initial direct
costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use
assets are depreciated on a straight-line basis over the lease term. The right-of-use assets are also subject to impairment. Refer to theaccounting policies in section (e) Impairment of non-financial assets.
ii) Lease Liability
At the commencement date of the lease, the Company recognizes lease liabilities measured at the present value of lease payments to
be made over the lease term. The lease payments include fixed payments (including in substance fixed payments) less any lease
incentives receivable, and amounts expected to be paid under residual value guarantees.

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2022-23g) Foreign currency transactions
Functional and presentation currency
The financial statements are presented in Indian Rupees (₹), which are the functional currency of the Company and the currency ofthe primary economic environment in which the Company operates.
Transaction and balance
Transactions in foreign currencies are initially recorded in the functional currency at the spot rate of exchange ruling at the date of
the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the functional currency at
the spot rate of exchange at the reporting date. Non–monetary items that are measured at historical cost in a foreign currency aretranslated using the spot exchange rates as at the date of recognition. The gain or loss arising on translation of non-monetary items
measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e., translationdifferences on items whose fair value gain or loss is recognized in OCI or profit or loss are also recognized in OCI or profit or loss,
respectively).

STATUTORY REPORTS(iii) Short-term lease
The Company applies the short-term lease recognition exemption to its short-term leases (i.e., those leases that have a lease term of
12 months or less from the commencement date and do not contain a purchase option). Lease payments on short-term leases arerecognized as and when due.

CORPORATE OVERVIEW

In calculating the present value of lease payments, the Company uses its incremental borrowing rate at the lease commencement
date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of leaseliabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount oflease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g., changes tofuture payments resulting from a change in an index or rate used to determine such lease payments).

h) Employee benefitsii) Defined benefit plan
In accordance with the Payment of Gratuity Act, 1972, the Company provides for a lump sum payment to eligible employees, atretirement or termination of employment based on the last drawn salary and years of employment with the Company. The Company's
obligation in respect of the gratuity plan, which is a defined benefit plan, is provided for based on actuarial valuation.
Net interest recognized in profit or loss is calculated by applying the discount rate used to measure the defined benefit obligation to
the net defined benefit liability or asset. An actuarial valuation involves making various assumptions that may differ from actual
developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due tothe complexities involved in the valuation and its long-term nature, these liabilities are highly sensitive to changes in theseassumptions. All assumptions are reviewed at each reporting date.
Re-measurement, comprising of actuarial gains and losses, are recognized immediately in the balance sheet with a corresponding
debit or credit to retained earnings through other comprehensive income (OCI) in the period in which they occur. Re-measurements
are not reclassified to profit and loss in subsequent periods.
iii) Other long term employee benefits
Company's liabilities towards compensated absences to employees are accrued on the basis of valuations, as at the Balance Sheetdate, carried out by an independent actuary using Projected Unit Credit Method. Actuarial gains and losses comprise experience
adjustments and the effects of changes in actuarial assumptions and are recognised immediately in the Statement of Profit and Loss.
The Company presents the provision for compensated absences under provisions in the Balance Sheet.
iv) Share-based payments
Equity-settled share-based payments to employees are measured at the fair value of the equity instruments at the grant date.
The cost of equity-settled transactions is measured using the fair value method and recognized, together with a corresponding
increase in the “Stock options outstanding account” in reserves. The cumulative expense recognized for equity-settled transactions
at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the company's best
estimate of the number of equity instruments that will ultimately vest. The expense or credit recognized in the statement of profit andloss for the year represents the movement in cumulative expense recognized as at the beginning and end of that year and isrecognized in employee benefits expense.

i) Tax expenses
Tax expense comprises current and deferred tax. The income tax expense or credit for the period is the tax payable on the taxable
income of the current period based on the applicable income tax rates adjusted by changes in deferred tax assets and liabilities
attributable to temporary differences.
Current tax
Current tax is measured at the amount expected to be paid to the tax authorities in accordance with The Income Tax Act, 1961. The tax
rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date. Current
income tax relating to items recognized outside profit or loss is recognized outside profit or loss (either in other comprehensive
income or in equity).

117

FINANCIAL STATEMENTS

The Company operates following employee benefit plans:i) Defined contribution schemes
The Company pays contributions to publicly administered provident funds and employee state insurance schemes as per local
regulations. The Company has no further payment obligations once the contributions have been paid. The contributions areaccounted for as defined contribution plans and the contributions are recognised as employee benefit expense when they are due. If
the contribution payable to the scheme for service received before the balance sheet date exceeds the contribution already paid, thedeficit payable to the scheme is recognized as a liability after deducting the contribution already paid. If the contribution already paid
exceeds the contribution due for services received before the balance sheet date, then excess is recognized as an asset to the extent
that the pre-payment will lead to, for example, a reduction in future payment or a cash refund.

2023

Annual Repo

2022-23

Deferred taxes
Deferred tax is provided on temporary differences at the reporting date between the tax bases of assets and liabilities and theircarrying amounts for financial reporting purposes.
Deferred tax assets are recognized only to the extent that it is probable that future taxable profits will be available against which theasset can be utilized. The carrying amount of deferred tax assets are reviewed at each reporting date and reduced to the extent that it
is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized.
Unrecognized deferred tax assets are reassessed at each reporting date and are recognized to the extent that it becomes probablethat future taxable profit will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or theliability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.
Current and deferred taxes are recognized as income tax benefits or expenses in the income statement except for tax related to the
FVOCI instruments. The Company also recognizes the tax consequences of payments and issuing costs, related to financial
instruments that are classified as equity, directly in equity.
The Company only off-sets its deferred tax assets against liabilities when there is both a legal right to offset and it is the Company's
intention to settle on a net basis.

j) Earnings per share (EPS)

Basic EPS is calculated by dividing the net profit or loss for the year attributable to equity shareholders (after deducting preference
dividend and attributable taxes) by the weighted average number of equity shares outstanding during the year. Partly paid equity
shares are treated as a fraction of an equity share to the extent that they are entitled to participate in dividends relative to a fully paid
equity share during the reporting period. The weighted average number of equity shares outstanding during the period is adjusted forevents such as shared based payments, bonus issue, bonus element in a rights issue, share split, and reverse share split (consolidationof shares) that have changed the number of equity shares outstanding, without a corresponding change in resources.
For the purpose of calculating diluted EPS, the net profit or loss for the year attributable to equity shareholders and the weighted
average number of shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares. Dilutive
potential equity shares are deemed converted as of the beginning of the period, unless they have been issued at a later date. In
computing the dilutive earnings per share, only potential equity shares that are dilutive and that either reduces the earnings per shareor increases loss per share are included.

k) Provisions

Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probablethat an outflow of economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of theobligation.
When the effect of the time value of money is material, the Company determines the level of provision by discounting the expectedcash flows at a pre-tax rate reflecting the current rates specific to the liability. The increase in the provision due to un-winding of
discount over passage of time is recognized within finance costs.

l) Contingent liabilities and assets

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or nonoccurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognizedbecause it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises inextremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. The Company does
not recognize a contingent liability but discloses its existence in the standalone financial statements.
A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by the occurrence or
non-occurrence of one or more uncertain future events not wholly within the control of the entity. The Company does not have any
contingent assets in the standalone financial statements.

m) Financial Instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument ofanother entity. Financial assets and financial liabilities are recognized when the entity becomes a party to the contractual provisions of
the instruments.
Financial Assets
Initial Measurement and recognition
Financial assets are initially recognized on the trade date, i.e., the date that the Company becomes a party to the contractual
provisions of the instrument. The classification of financial instruments at initial recognition depends on their purpose andcharacteristics and the management's intention when acquiring them. All financial assets (not measured subsequently at fair value
through profit or loss) are recognized initially at fair value plus transaction costs that are attributable to the acquisition of the financial
asset.
Subsequent measurement
For the purpose of subsequent measurement, financial assets are classified in the following categories:l Loan Portfolio at amortized costl Loan Portfolio at fair value through other comprehensive income (FVOCI)l Equity instruments and mutual funds
Loan Portfolio at amortized cost:
Loan Portfolio is subsequently measured at amortized cost where:lcontractual terms that give rise to cash flows on specified dates, that represent solely payments of principal and interest (SPPI)
on the principal amount outstanding; and118

lare held within a business model whose objective is achieved by holding to collect contractual cash flows.
After initial measurement, these financial assets are subsequently measured at amortized cost using the effective interest rate (EIR)
method less impairment. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees orcosts that are an integral part of the EIR. The EIR amortization is included in finance income in the profit or loss. The losses arising from
impairment are recognized in the statement of profit and loss.
The measurement of credit impairment is based on the three-stage expected credit loss model described in Note: Impairment offinancial assets (refer note 3(e)).
Loan Portfolio at FVOCI:
Loan Portfolio is subsequently measured at FVOCI where:lcontractual terms that give rise to cash flows on specified dates, that represent solely payments of principal and interest (SPPI)
on the principal amount outstanding; andlthe financial asset is held within a business model where objective is achieved by both collecting contractual cash flows andselling financial assets.
Loans included within the FVTOCI category are measured initially as well as at each reporting date at fair value. Fair value
movements are recognized in the other comprehensive income (OCI). However, the Company recognizes interest income,
impairment losses & reversals and foreign exchange gain or loss in the statement of profit and loss. On de-recognition of the asset,
cumulative gain or loss previously recognized in OCI is reclassified from the equity to the statement of profit and loss. Interest
earned whilst holding FVTOCI debt instrument is recognized as interest income using the EIR method.
Equity instruments and Mutual Funds
Equity instruments and mutual funds included within the FVTPL category are measured at fair value with all changes recognized in
the Statement of profit and loss.

CORPORATE OVERVIEW

2022-23

STATUTORY REPORTS

Annual Repo

2023

Initial Measurement
Financial liabilities are classified and measured at amortized cost. All financial liabilities are recognized initially at fair value and, inthe case of loans and borrowings and payables, net of directly attributable transaction costs. The Company's financial liabilities
include trade and other payables, loans and borrowings including bank overdrafts and derivative financial instruments.
Subsequent Measurement
Financial liabilities are subsequently carried at amortized cost using the effective interest method.
De-recognition of financial assets and financial liabilities
Financial Assets
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is de-recognized when
the rights to receive cash flows from the financial asset have expired. The Company also de-recognizes the financial asset if it has
transferred the financial asset and the transfer qualifies for de-recognition.
The Company has transferred the financial asset if, and only if, either:–It has transferred its contractual rights to receive cash flows from the financial asset–
or–
It retains the rights to the cash flows, but has assumed an obligation to pay the received cash flows in full without material
delay to a third party under a 'pass-through' arrangement.
Pass-through arrangements are transactions whereby the Company retains the contractual rights to receive the cash flows of afinancial asset (the 'original asset'), but assumes a contractual obligation to pay those cash flows to one or more entities (the'eventual recipients'), when all of the following three conditions are met:–––

The Company has no obligation to pay amounts to the eventual recipients unless it has collected equivalent amounts fromthe original asset, excluding short-term advances with the right to full recovery of the amount lent plus accrued interest at
market rates.
The Company cannot sell or pledge the original asset other than as security to the eventual recipients.
The Company has to remit any cash flows it collects on behalf of the eventual recipients without material delay.

In addition, the Company is not entitled to reinvest such cash flows, except for investments in cash or cash equivalents includinginterest earned, during the period between the collection date and the date of required remittance to the eventual recipients. A
transfer only qualifies for de-recognition if either:–––

The Company has transferred substantially all the risks and rewards of the asset
or
The Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred
control of the asset.
The Company considers control to be transferred if and only if, the transferee has the practical ability to sell the asset in its entirety
to an unrelated third party and is able to exercise that ability unilaterally and without imposing additional restrictions on the transfer.
When the Company has neither transferred nor retained substantially all the risks and rewards and has retained control of the asset,
the asset continues to be recognized only to the extent of the Company's continuing involvement, in which case, the Company also
recognizes an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights
and obligations that the Company has retained.
On derecognition of a financial asset in its entirety, the difference between: (a) the carrying amount (measured at the date ofderecognition) and (b) the consideration received (including any new asset obtained less any new liability assumed) is recognizedin the statement of profit or loss account.

119

FINANCIAL STATEMENTS

Financial liabilities

Annual Repo

2023

2022-23

Derecognition due to modification of terms and conditions
The Company de‐recognizes a financial asset, when the terms and conditions have been renegotiated to the extent that,
substantially, it becomes a new loan, with the difference recognized as a derecognition gain or loss, to the extent that an
impairment loss has not already been recorded. The newly recognized loans are classified as Stage 1 for ECL measurement
purposes, unless the new loan is deemed to be Purchase Oriented Credit Impaired ("POCI").
If the modification does not result in cash flows that are substantially different, the modification does not result in derecognition.
Based on the change in cash flows discounted at the original EIR, the Group records a modification gain or loss, to the extent that an
impairment loss has not already been recorded.
Financial Liabilities
Financial liability is de-recognized when the obligation under the liability is discharged, cancelled or expires. Where an existing
financial liability is replaced by another from the same lender on substantially different terms or the terms of an existing liability aresubstantially modified, such an exchange or modification is treated as a de-recognition of the original liability and the re-cognitionof a new liability. The difference in the respective carrying amounts is recognized in the statement of profit and loss.

n) Fair value measurement
The Company measures financial instruments at fair value at each balance sheet date using various valuation techniques.
Fair value is the price at the measurement date, at which an asset can be sold or paid to transfer a liability, in an orderly transaction
between market participants at the measurement date.
The Company's accounting policies require, measurement of certain financial instruments at fair values (either on a recurring or
non-recurring basis). Also, the fair values of financial instruments measured at amortized cost are required to be disclosed in thesaid standalone financial statements.
Accordingly, the Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data isavailable to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the standalone financial statements are categorized within
the fair value hierarchy described as follows:l
Level 1 financial instruments - Those where the inputs used in the valuation are unadjusted quoted prices from active markets
for identical assets or liabilities that the Company has access to at the measurement date. The Company considers markets
as active only if there are sufficient trading activities with regards to the volume and liquidity of the identical assets or
liabilities and when there are binding and exercisable price quotes available on the balance sheet date.
lLevel 2 financial instruments - Those where the inputs that are used for valuation and are significant, are derived from directly
or indirectly observable market data available over the entire period of the instrument's life.
l
Level 3 financial instruments − include one or more unobservable input where there is little market activity for theasset/liability at the measurement date that is significant to the measurement as a whole.

o) Cash and cash equivalents
Cash and cash equivalents in the balance sheet comprise cash at banks and on hand and short-term deposits with an original
maturity of three months or less, which are subject to an insignificant risk of changes in value.

p) Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision
maker. The Company's primary business segments are reflected based on the principal business carried out, i.e. lending activities
as Non-Banking Finance Company (NBFC) regulated by the Reserve Bank of India ('RBI'). The risk and returns of the business of theCompany is not associated with geographical segmentation, hence there is no secondary segment.

q) Derivative financial instruments at fair value through profit or loss
A derivative is a financial instrument or other contract with all three of the following characteristics:i.
Its value changes in response to the change in a specified interest rate, financial instrument price, commodity price, foreignexchange rate, index of prices or rates, credit rating or credit index, or other variable, provided that, in the case of a nonfinancial variable, it is not specific to a party to the contract (i.e., the 'underlying').
ii.
It requires no initial net investment or an initial net investment that is smaller than would be required for other types ofcontracts expected to have a similar response to changes in market factors.
iii.
It is settled at a future date.
Initial recognition and subsequent measurement
The Company uses derivative financial instruments, such as currency and interest rate swaps , to hedge its foreign currency risks
and interest rate risks, respectively. Derivative financial instruments are initially recognized at fair value on the date on which aderivative contract is entered into and are subsequently re-measured at fair value. Derivatives are carried as financial assets when
the fair value is positive and as financial liabilities when the fair value is negative. Any gains or losses arising from changes in the fairvalue of derivatives are taken directly to profit or loss except for the effective portion of cash flow hedges, which is recognized in
OCI and later reclassified to profit or loss when the hedge item affects profit or loss or treated as basis adjustment if a hedged
forecast transaction subsequently results in the recognition of a non-financial asset or non-financial liability.
Changes in the fair value of currency and interest rate swaps entered to hedge foreign currency risks and interest rate risks,
respectively, on external commercial borrowing are included in Net loss / (gain) on fair value of derivative contracts measured at fairvalue through profit or loss under finance cost. Changes in the fair value of other derivatives are included in net gain/(loss) on fairvalue changes unless hedge accounting is applied. The Company does not apply hedge accounting.

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2023

2022-23r) Investment in Security Receipts
Investment in Security receipts issued by trust floated by asset reconstruction company are accounted for at fair value throughprofit and loss (FVTPL).

Investments in subsidiaries, associates and joint ventures are carried at cost less accumulated impairment losses, if any. Where an
indication of impairment exists, the carrying amount of the investment is assessed and written down immediately to its
recoverable amount. On disposal of investments in subsidiaries and joint venture, the difference between net disposal proceeds
and the carrying amounts are recognised in the statement of profit and loss.

3B. Recent pronouncements

CORPORATE OVERVIEWs) Investments in subsidiaries, associates and joint ventures

Ind AS 12 – Income Taxes
The amendments clarify how companies account for deferred tax on transactions such as leases and decommissioning obligations.
The scope of the recognition exemption in paragraphs 15 and 24 of Ind AS 12 has been narrowed so that it no longer applies totransactions that, on initial recognition, give rise to equal taxable and deductible temporary differences. The Company is evaluating
the impact, if any, on its standalone financial statements.
Ind AS 8 – Accounting Policies, Changes in Accounting Estimates and Errors
The amendments help entities distinguish between accounting policies and accounting estimates. The definition of a change inaccounting estimates has been replaced with a definition of accounting estimates. Accounting estimates are "monetary amounts infinancial statements that are subject to measurement uncertainty. Entities develop accounting estimates if accounting policies
require items in financial statements to be measured in a way that involves measurement uncertainty. The Company does not expect
this amendment to have a significant impact on its standalone financial statements.

121

FINANCIAL STATEMENTS

Ind AS 1 – Presentation of Financial Statements
The amendment requires companies to disclose their material accounting policies instead of their significant accounting policies.
Accounting policy information is considered material when it can reasonably be expected to influence decisions of primary users ofgeneral-purpose financial statements. The Company does not expect this amendment to have a significant impact on its standalone
financial statements.

STATUTORY REPORTS

Ministry of Corporate Affairs (“MCA”) notifies new standard or amendments to the existing standards under Companies (Indian
Accounting Standards) Rules as issued from time to time. On March 31, 2023, MCA amended the Companies (Indian AccountingStandards) Amendment Rules, 2023, applicable from April 1, 2023, as below:

Annual Repo

2023

2022-23

SATYA MicroCapital Limited
Notes to the Standalone Financial Statements for the Year Ended March 31, 2023(₹ in million unless otherwise stated)

As at March 31, 2023

Pa iculars

As at March 31, 2022

4: Cash and cash equivalents
Cash on hand
Balances with banks
On current accounts
Deposits with original maturity of less than three months

16.63

2.91

2,183.30-

765.49510.04

2,199.93

1,278.44

Balances with banks in current accounts do not earn any interest. Short-term deposits are made for varying maturity upto three months,
depending upon the funding requirements of the Company, and earn interest at the respective short-term rates.
The Company has not taken any bank overdraft against such deposits, therefore the cash and cash equivalents for standalone statement ofcash flow are the same as cash and cash equivalents given above.
Pa iculars

As at March 31, 2023

As at March 31, 2022

38.93
2,053.62

164.4736.57
3013.85

2,092.55

3214.89

5: Bank balance other than cash and cash equivalents
Deposits with maturity of less than 12 months
Deposits with maturity of more than 12 months
Margin money deposits (refer note b below)

Note:(a) Fixed deposits and margin money deposits with banks earn interest at fixed rates or floating rates based on daily bank deposit rates.
(b)The amount under lien as security against term loan, overdraft facility availed, assets securitized and business correspondence.
Pa iculars

As at March 31, 2023

As at March 31, 2022

106.4873.40

106.4873.40

6: Trade receivables (at amortized cost)
Unsecured, considered good

Trade receivables are non-interest bearing and generally due in short-term. Based on the management's assessment, no impairment
allowance is considered necessary for trade receivables.
Trade Receivable as at March 31, 2023:

Pa iculars(i) Undisputed Trade receivables– considered good(ii) Undisputed Trade Receivables– credit impaired(iii) Disputed Trade Receivables– considered good(iv) Disputed Trade Receivables– credit impaired

Outstanding for following periods from due date of payment*
6 months
More thanLess than
1-2 years
2-3 years-1 year
3 years
6 months

Unbilled
Revenue

Total

2.40

93.19

4.41

6.48

-

-

106.48

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Trade Receivable as at March 31, 2022:

Pa iculars(i) Undisputed Trade receivables– considered good(ii) Undisputed Trade Receivables– credit impaired(iii) Disputed Trade Receivables– considered good(iv) Disputed Trade Receivables– credit impaired

Outstanding for following periods from due date of payment*
6 months
More thanLess than
Unbilled
1-2 years
2-3 years-1 year
3 years
6 months
Revenue

Total

-

64.27

1.76

737

-

-

73.40

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

*in case where due date of payment is not specified, disclosure has been given based on the date of transaction.
(₹ in million unless otherwise stated)

Pa iculars

As at March 31, 2023

As at March 31, 2022

(a) Portfolio loans (at amortised cost)
Joint Liability Group Loans
Individual Loans
Less: Impairment loss allowance

37,808.57
514.47(420.00)

23,356.88
204.42(399.96)

37,903.04

23,161.34

7: Loan portfolio

Total (net)

Contd...

122

Annual Repo

2023

2022-23

As at March 31, 2022

362.5637,960.48(420.00)

23,561.30(399.96)

37,903.04

23,161.34

345.5914.89
37,542.56

23,161.34

37,903.04

23,161.34

38,323.04(420.00)

23,561.30(399.96)

37,903.04

23,161.34(b) (i) Secured(ii) Unsecured
Less: Impairment loss allowance
Total (net)- Secured by Land & property- Secured by book debts- Unsecured
Total (net)(c) Loans in India(i) Public Sector(ii) Others
Less: Impairment loss allowance
Total (net)

Overview of the loan portfolio of the Company
The Company is primarily in the business of providing micro loans towards income generating activities with its operations spread out indifferent parts of India. The Company’s focus is to reach out to the unbanked section of society and providing financial services to women
entrepreneurs.
The table below discloses credit quality of the Company’s exposures (net of impairment loss allowance) as at reporting date:

STATUTORY REPORTS

As at March 31, 2023

CORPORATE OVERVIEW(₹ in million unless otherwise stated)

Pa iculars

Portfolio classification as at March 31, 2023:

Total (net)Stage II

Stage III*

Total

37,138.33
507.85(57.36)177.352.57(45.09)492.894.05(317.55)

37,808.57
514.47(420.00)

37,588.82

134.83179.3937,903.04*it includes 19,105 cases wherein principal and interest outstanding for more than 90 days are ₹ 472.45 million and ₹ 24.52 million respectively.

Portfolio classification as at March 31, 2022:
Stage IPa iculars
Portfolio Loans
Joint Liability Group Loans
Individual Loans
Less: Impairment loss allowance
Total (net)Stage II

Stage III

Total

21,626.71
182.42(35.93)905.008.00(164.90)825.17
14.00(199.13)

23,356.88
204.42(399.96)

21,773.20

748.10640.04

23,161.34*it includes 37,272 cases wherein principal and interest outstanding for more than 90 days are ₹ 785.44 million and ₹ 53.73 million respectively.

Gross portfolio movement for the year ended March 31, 2023:
Stage IPa iculars
Gross carrying amount as at April 01, 2022
Total (A)Inter-stage movements
Stage I
Stage II
Stage III
Total (B)
Write-offs
New assets originated, (netted off for repayment and loans
derecognised during the year)
Total (D)Gross carrying amount as at March 31, 2023
Total (A+B+C+D)

Stage II

Stage III

Total

21,809.13

913.00839.1723,561.30

21,809.13

913.00839.1723,561.30

32.15(259.83)(1,321.67)(28.28)260.70(621.18)(3.87)(0.87)
1,942.85-(1,549.35)(388.76)

1,938.11-(0.70)(0.54)(208.81)(210.05)(0.70)(0.54)(208.81)(210.05)

17,387.10(343.78)(2,071.53)

14,971.79

17,387.10(343.78)(2,071.53)

14,971.79

37,646.18

179.92496.9438,323.04

37,646.18

179.92496.9438,323.04

Gross portfolio movement for the year ended March 31, 2022:
Stage IPa iculars
Gross carrying amount as at April 1, 2021
Total (A)Inter-stage movements
Stage I
Stage II
Stage III
Total (B)Stage II

Stage III

Total

11,133.41

1,173.30

191.95

12,498.66

11,133.41

1,173.30

191.95

12,498.66

142.74(581.07)(390.14)(134.57)
583.49(366.72)(8.17)(2.42)
756.86-(828.47)82.20

746.28

Contd...

123

FINANCIAL STATEMENTS

Stage IPa iculars
Portfolio Loans
Joint Liability Group Loans
Individual Loans
Less: Impairment loss allowanceAnnual Repo

2023

2022-23(₹ in million unless otherwise stated)

Stage IPa iculars
Write-o s

Stage II

Stage III

Total

-

-

(123.41)(123.41)--(123.41)(123.41)

11,504.19(342.50)

24.36

11,186.05

Total (D)11,504.19(342.50)

24.36

11,186.05

21,809.13

913.00839.1723,561.30

Total (A+B+C+D)

21,809.13

913.00839.1723,561.30

New assets originated, (ne ed o for repayment and loans
derecognised during the year)
Gross carrying amount as at March 31, 2022

ECL movement during the year ended March 31, 2023:
Pa iculars

Stage I

Balance at the beginning of the year
Provision made/ (reversed) during the year*
Write-o s

Stage II

35.93
22.13
(0.70)
57.36

Balance at the end of the year

Stage III164.90(119.27)(0.54)
45.09

199.13327.23(208.81)317.55

Total
399.96230.09(210.05)420.00* includes ECL provision of ₹ 491.21 million which has been reversed on account of sale of po folio of such loans to trust oated by Phoenix ARC Private Limited.

ECL movement during the year ended March 31, 2022:
Pa iculars

Stage I

Stage II

Stage III

Balance at the beginning of the year
Provision made/ (reversed) during the year
Write-o s

22.13
13.80
-

218.74(53.84)-111.79210.75(123.41)

Total
352.66
170.71(123.41)

Balance at the end of the year

35.93

164.90199.13399.96

Pa iculars

As at March 31, 2023

As at March 31, 2022

472.1046.36

1,261.30-

1,733.40

46.36

1,733.40
1,733.40

46.36
46.36

8: Investments
Subsidiary [Equity instruments (at cost)]
Investment in SATYA Micro Housing Finance Private Limited(Formerly known as Baid Housing Finance Private Limited)
40,559,180 (March 31, 2022: 360,107) equity shares of facevalue of ₹ 10 each
Security Receipts
1,304,340 (March 31, 2022 : Nil) security receipts in Phoenix Trust(Trust oated by Phoenix ARC Private Limited)
Investments in India
Investments outside India
Total

SATYA Micro Housing Finance Private Limited (Formerly known as Baid Housing Finance Private Limited) ('SMHFPL') has become thesubsidiary Company with effect from June 14,2022 and holding 96.66% as on March 31, 2023 (March 31, 2022: 24%)
As at March 31, 2023

As at March 31, 2022

10.59

8.33

(A)

10.59

8.33

(B)

51.10
303.29758.04102.06
1,214.49

19.44
215.00310.7316.76
561.93

Total (A+B)

1,225.08

570.26

Pa iculars
9: Other financial assets (at amortised cost)
A. Security deposits
Unsecured, considered goodB. Other assets
Loans to employees
Margin money held with nancial institution
Interest only strip receivable
Other recoverable

Note: The margin money held with financial institution are under lien as security against term loan and business correspondence.

Pa iculars

As at March 31, 2023

As at March 31, 2022

10: Current tax assets (net)
Advance income-tax (net of provision for income-tax)

139.5346.17

139.5346.17

124

Annual Repo

2023

2022-23(₹ in million unless otherwise stated)

Pa iculars

As at March 31, 2023

As at March 31, 2022

105.71
17.72
17.07
50.75
1.75
1.75
-

100.66
9.21
10.09
1.80
35.15

194.75156.91190.7852.92
243.70(48.95)

78.20
14.26
92.46
64.45

As at
April 1, 2022

Pa iculars(Charged)/credited (Charged)/credited
to standalone
to otherstatement of pro t
comprehensive& loss duringincome during
the yearthe year

As atMarch 31, 2023

(A) Deferred tax assets
Impairment of nancials instruments
Provision for employee bene ts
Prope y, plant and equipment
Financial assets measured at amo ised cost
Fair valuation of derivative nancial instruments
Liability against leases and right of use assets
Others100.66
9.21
10.09
1.80
35.15

5.05
6.88
6.98
50.75
1.75
(0.05)(35.15)

1.63-

105.71
17.72
17.07
50.75
1.75
1.75
-

Total deferred tax assets

156.91

36.21

1.63

194.75(B) Deferred tax liabilities
Interest only strip receivable
Others

78.20
14.26

112.5838.66-

190.78
52.92

Total deferred tax liabilities

92.46

151.24-243.70(115.03)

1.63(48.95)Net deferred tax assets/(liabilities) (A-B)

64.45(Charged)/credited (Charged)/credited
to standalone
to otherstatement of pro t
comprehensive& loss duringincome during
the yearthe year

As atApril 1, 2021

Pa iculars(A) Deferred tax assets
Impairment of nancials instruments
Provision for employee bene ts
Prope y, plant and equipment
Liability against leases and right of use assets
OthersAs atMarch 31, 2022

84.82
6.35
6.37
0.12
17.79

15.84
2.61
3.72
1.68
17.35

0.25
-

100.66
9.21
10.09
1.80
35.14

Total deferred tax assets(B) Deferred tax liabilities
Interest only strip receivable
Others

115.45

41.19

0.25

156.90

29.36
13.95

48.84
0.30

-

78.20
14.25

Total deferred tax liabilities

43.31

49.14

-

92.45

Net deferred tax assets/(liabilities) (A-B)

72.14(7.95)

0.25

64.45

The Company o sets tax assets and liabilities if and only if it has a legally enforceable right to set o current tax assets and current tax
liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.

12A: Property, plant and equipment
Furnitureand Fixtures

OfficeEquipment

VehiclesComputers
and Data
Processing
Units

Gross block (at cost)
As at April 1, 2021
Additions
Disposals

25.23
27.84
(0.86)

14.80
9.28(0.47)

4.22
4.43
-

58.68
39.32
(6.06)

32.10
-

13.24
22.48
-

148.27103.35(7.39)

As at March 31, 2022

52.21

23.61

8.65

91.94

32.10

35.72

244.23

Additions
Disposals

12.62(1.00)

29.15(0.20)

15.39(0.73)

54.34(20.75)-

6.97-

118.47(22.68)
Contd...

Pa iculars

Right-of-use
Asset

OfficePremises

Total

125

STATUTORY REPORTS

Total deferred tax assets(B) Deferred tax liabilities
Interest only strip receivable
OthersTotal deferred tax liabilities
Net deferred tax assets/(liabilities) (A-B)

FINANCIAL STATEMENTS(A) Deferred tax assets
Impairment of financials instruments
Provision for employee benefits
Property, plant and equipment
Financial assets measured at amortised cost
Fair valuation of derivative financial instruments
Liability against leases and right of use assets
OthersCORPORATE OVERVIEW

11: Deferred tax assets/(liabilities) (net)Annual Repo

2023

2022-23(₹ in million unless otherwise stated)

As at March 31, 2023

63.83

52.56

23.31

125.53

32.10

42.69

340.02

Accumulated depreciation
As at April 1, 2021
Charge for the year
Disposals

13.81
12.49
(0.48)

7.62
4.92(0.18)

2.29
0.91
-

35.80
24.30
(5.42)

0.27
1.55
-

12.75
13.04
-

72.53
57.22
(6.08)

As at March 31, 2022

25.82

12.36

3.20

54.68

1.82

25.79

123.67

Charge for the year
Disposals

14.15(0.90)

13.83(0.18)

1.47
-

7.90
-

76.86
(20.16)As at March 31, 2023

39.07

26.01

3.54
(0.21)
6.53

35.97(18.87)
71.78

3.29

33.69

180.37

Net carrying amountAs at March 31, 2022

26.39

11.25

5.45

37.26

30.28

9.93

120.56As at March 31, 2023

24.76

26.55

16.78

53.75

28.81

9.00

159.65

12B: Capital work-in-progress
Total

Land & Building

Pa iculars
As at April 1, 2021
Additions
As at March 31, 2022--

Additions612.12612.12As at March 31, 2023

612.12612.12

Note : Capital work-in-progress ageing schedule as at March 31, 2023
Amount in Capital work-in-progress for a period
Pa iculars
1-2 years
2-3 years
Less than 1 year
More than 3 years
Land and building*612.12

-

-

Total

-

612.12* Includes interest capitalized of ₹ 27.20 million

12C: Intangible assets
Pa iculars
Gross block (at cost)
As at April 1, 2021
Additions
Disposals

Computer Software

Total

2.90
0.15
(1.03)
2.02

2.90
0.15
(1.03)
2.02

-

-

2.02

2.02

As at March 31, 2022

2.03
0.24
(0.58)
1.69

2.03
0.24
(0.58)
1.69

Charge for the year
Disposals

0.13
-

0.13
-

As at March 31, 2023

1.82

1.82

0.33
0.20

0.33
0.20

As at March 31, 2022
Additions
Disposals
As at March 31, 2023
Accumulated amo ization
As at April 1, 2021
Charge for the year
Disposals

Net carrying amountAs at March 31, 2022
As at March 31, 2023

Notes:
1. There have been no acquisitions through business combinations and no change of amount due to revaluation of Prope y, plant and equipment, right-of-use
asset and intangible assets during the year ended March 31, 2023 and March 31, 2022.
2. Carrying value of prope y, plant and equipment and capital work-in-progress pledged as collateral for liabilities are ₹ 621.64 million as at March 31, 2023
(March 31, 2022: ₹ Nil)

Pa iculars
13 : Other non-financial assets
Unsecured, considered good
Prepaid expenses
Balance in employee imprest accounts
GST receivable
Capital advances
Other advances

As at March 31, 2023

As at March 31, 2022

276.15
80.67
4.23
1.13
47.88
410.06

192.13
32.32
9.64
11.21
51.09
296.39126

Annual Repo

2023

2022-23(₹ in million unless otherwise stated)

Notional Amount (INR)

14: Derivative financial instruments
Currency and interest swap
Total

As at March 31, 2022

Fair Value (INR)

Notional Amount (INR)

329.486.95-

329.48

6.95-

Fair Value (INR)

The Company entered derivatives for risk management purposes. Derivatives (i.e., currency and interest rate swaps) held for risk management
purposes include hedges that are economic hedges, but the company has elected not to apply hedge accounting requirements.
Pa iculars

As at March 31, 2023

As at March 31, 2022

0.53

-

100.84

82.49

101.37

82.49

CORPORATE OVERVIEW

Pa iculars

As at March 31, 2023

Trade Payable as at March 31, 2023:
Pa iculars

Outstanding for following periods from due date of payment*

Unbilleddues

Less than 1 year

1-2 years

2-3 years

More than 3 years

Total(i) MSME

-

0.53

-

-

-

0.53

(ii) Others

78.44

1.94

0.33

0.19

100.84(iii) Disputed dues – MSME

19.94
-

-

-

-

-

-

(iv)Disputed dues - Others

-

-

-

-

-

-

Trade Payable as at March 31, 2022:
Pa iculars

Outstanding for following periods from due date of payment*

Unbilleddues

Less than 1 year

1-2 years

2-3 years

More than 3 years

Total(i) MSME

-

-

-

-

-

-

(ii) Others

19.52

62.26

0.41

0.20

0.10

82.49

(iii) Disputed dues – MSME

-

-

-

-

-

-

(iv)Disputed dues - Others

-

-

-

-

-

-

*in case where due date of payment is not speci ed, disclosure has been given based on the date of transaction.

Pa iculars

As at March 31, 2023

As at March 31, 2022-

231.44410.86403.05

-

83.46

-

82.91

287.84286.68291.28388.38352.41352.4986.32

172.09260.99261.65244.05218.42225.40226.34164.09164.71

164.23164.74

16: Debt Securities (at amortised cost)(a) Debentures
Secured*Nil (March 31, 2022: 1,500), 14.50%, senior secured, unlisted, rated, transferable,
redeemable, principal protected market linked debentures of ₹100,000 each
400 (March 31, 2022: 400), 13.80%, secured, rated, listed transferable nonconve ible debentures of ₹ 1,000,000 each
Nil (March 31, 2022: 24,983) 13.60%, secured, unlisted, rated, redeemable, nonconve ible debenture of ₹10,000 each
Nil (March 31, 2022: 24,983) 13.60%, unlisted, unsubordinated, secured, transferable,
redeemable non-conve ible debentures of ₹10,000 each
285 (March 31, 2022: 285) 12.85%, secured, listed, non-conve ible debentures of ₹1,000,000 each
380 (March 31, 2022: 380) 12.40% secured, rated, listed, redeemable, nonconve ible debentures of face value of ₹ 1,000,000/- each
345 (March 31, 2022: 345) 12.40% secured, rated, listed, redeemable, nonconve ible debentures of face value of ₹ 1,000,000/- each
25,000,000 (March 31, 2022: 25,000,000) 13.75% fully paid-up unlisted, senior,secured, rated, redeemable taxable, transferable non-conve ible debentures eachhaving a face value of ₹ 10/- each260 (March 31, 2022: 260) 12.30% secured, rated, listed, redeemable, transferable,
non-conve ible debentures of face value of ₹ 1,000,000/- each
2,000 (March 31, 2022: 2,000) 13.16% secured, rated, listed, redeemable,transferable, principal protected market linked non-conve ible debentures of facevalue of ₹ 100,000/- each221 (March 31, 2022: 221) 12.40% secured, rated, listed, redeemable, transferable,
non-conve ible debentures of face value of ₹ 1,000,000/- each161 (March 31, 2022: 161) 12.40% secured, rated, listed, redeemable, non-conve ible
debentures of face value of ₹ 1,000,000/- each161 (March 31, 2022: 161) 12.40% secured, rated, listed, redeemable, non-conve ible
debentures of face value of ₹ 1,000,000/- eachContd...

127

FINANCIAL STATEMENTS

A. Trade Payable(i) total outstanding dues of micro enterprises and small enterprises(MSME)(refer note 42)(ii) total outstanding dues of creditors other than micro enterprises
and small enterprises

STATUTORY REPORTS

15: Trade Payable

Annual Repo

2023

2022-23(₹ in million unless otherwise stated)

800 (March 31, 2022: 800) 12.38% secured, rated, listed, redeemable, transferable,
non-conve ible debentures of face value of ₹ 1,000,000/- each
Nil (March 31, 2022: 300) 11.50% secured, rated, unlisted, redeemable, nonconve ible debentures of face value of ₹ 1,000,000/- each420 (March 31, 2022: 420) 12.44% secured, rated, listed, redeemable, transferable,
non-conve ible debentures of face value of ₹ 1,000,000/- each
225 (March 31, 2022: 225) 12.45% secured, rated, listed, redeemable, transferable,
non-conve ible debentures of face value of ₹ 1,000,000/- each
225 (March 31, 2022: 225) 12.45% secured, rated, listed, redeemable, transferable,
non-conve ible debentures of face value of ₹ 1,000,000/- each260 (March 31, 2022: 260) 11.76% secured, rated, unlisted, senior, transferable,
redeemable, non-conve ible debentures of face value of ₹ 1,000,000/- each
225 (March 31, 2022: Nil) 12.45% secured, rated, listed, redeemable, transferable,
non-conve ible debentures of face value of ₹ 1,000,000/- each
150 (March 31, 2022: Nil) 12.45% secured, rated, listed, redeemable, transferable,
non-conve ible debentures of face value of ₹ 1,000,000/- each240 (March 31, 2022: Nil) 12% secured, rated, listed, redeemable, transferable, nonconve ible debentures of face value of ₹ 1,000,000/- each
250 (March 31, 2022: Nil) 11.61% senior, rated, listed, unsubordinated, secured,redeemable, transferable, taxable, non-conve ible debentures of face value of ₹1,000,000/- each467 (March 31, 2022: Nil) 11.42% secured, rated, unlisted, redeemable, transferable,
non-conve ible debentures of face value of ₹ 1,000,000/- each
350 (March 31, 2022: Nil) 10.11% fully paid, senior, secured, rated, listed, taxable
principal protect market linked, redeemable, non-conve ible debentures of facevalue of ₹ 1,000,000/- each
300 (March 31, 2022: Nil) 13.31% secured, listed, rated, unsubordinated, transferable,
redeemable, principal protected, market linked non-conve ible debentures of facevalue of ₹ 1,000,000/- each
150 (March 31, 2022: Nil) 13.31% secured, listed, rated, unsubordinated, transferable,
redeemable, principal protected, market linked non-conve ible debentures of facevalue of ₹ 1,000,000/- each
200 (March 31, 2022: Nil) 12% senior, rated, listed, unsubordinated, secured,redeemable, transferable, taxable, non-conve ible debentures of face value of ₹1,000,000/- each
250 (March 31, 2022: Nil) 12.75% senior, rated, listed, unsubordinated, secured,redeemable, transferable, taxable, non-conve ible debentures of face value of ₹1,000,000/- each
700 (March 31, 2022: Nil) 12% unlisted, secured, rated, redeemable, non-conve ible
debentures of face value of ₹ 1,000,000/- each
300 (March 31, 2022: Nil) 12% unlisted, secured, rated, redeemable, non-conve ible
debentures of face value of ₹ 1,000,000/- each
20,500 (March 31, 2022: Nil) 11.85% unlisted, senior, secured, redeemable,transferable, non-conve ible debentures of face value of ₹ 100,000/- each

805.62808.97-302.85427.77429.64223.82224.9

223.82224.9

181.61

257.84232.92-

155.22-136.92-

142.19-464.75-361.55-320.60-160.26-157.38-213.86-700.99300.33
2,036.02-

Unsecured610 (March 31, 2022: Nil) 11.75% unlisted, unsecured, transferable, redeemable andinterest bearing non-conve ible debentures of face value of ₹ 1,000,000/- each

627.59Total debt securities

10,360.69

Borrowings in India
Borrowings outside India

10,360.69-

Total

5,285.46
5,285.46-

10,360.69

5,285.46

As at March 31, 2023

As at March 31, 2022

* Loans are secured by hypothecation of book debts.

Pa iculars(b) Borrowings (other than debt securities) (at amortised cost)
SecuredTerm loan**
From banks
From others
Car loan***
Bank overdra *External commercial borrowings**
Borrowing under securitization arrangement**
From banks
From others

14,488.64
9,010.44
8.55
308.96324.5010,059.53
3,985.39
1,328.46-

1,001.38-

766.29196.89Total borrowings (other than debt securities)

25,142.47

16,336.56

Borrowings in India
Borrowings outside India
Total

24,817.97
324.5025,142.47

16,336.56
16,336.56*Bank overdra is secured by term deposits with banks.
**Loans are secured by hypothecation of book debts, margin money deposits and land and building (capital work-in-progress).
***Loans are secured by hypothecation of vehicle.

128

Annual Repo

2023

2022-23(₹ in million unless otherwise stated)

206.81206.47244.90243.56301.89302.26311.20301.98

96.09
-

95.96
-

Total subordinated liabilities

1,160.89

1,150.23

Borrowings in India
Borrowings outside India
Total

1,160.89
1,160.89

1,150.23
1,150.23

34,875.57
1,788.48
36,664.05

21,622.02
1,150.23
22,772.25

Unsecured term loan#
From banks
From others# The unsecured borrowings are in the nature of subordinated liabilities and non-conve ible debentures.

Above amount includes
Secured borrowings*
Unsecured borrowings #Net amount

FINANCIAL STATEMENTS* Loans are secured by hypothecation of book debts and margin money deposits.
# The unsecured borrowings are in the nature of subordinated liabilities and non-conve ible debentures.

16A. Terms of principal repayment of borrowings as at March 31, 2023
Original maturityof loanDue between 1-2 years

Due between 2-3 years

No. ofinstallments

AmountNo. ofinstallments

AmountNo. ofinstallments

AmountNo. ofinstallments

11.51%-12.00%
12.51%-13.00%

1212

100.00
83.33

7
12

58.33
83.33

0
7

48.61

0
0

-

158.33215.27

11.51%-12.00%

4
4
4
4

150.00137.14142.86350.0040
0
4150.00350.00

0
0
0
0

-

0
0
0
0

-

300.00137.14142.86700.0011.01%-11.50%
11.51%-12.00%0
1410.001
0116.75-2
1350.25410.00031,230.00

467.002,050.00

11.51%-12.00%
13.51%-14.00%

1
1
0
0
0
0
0

78.00
83.33
-

1
0
0
0
0
0
0

104.00
-

0
0
2
2
1
1
0

-

0
0

225.00225.00
56.25
37.50
-

0
0
1
1
1

168.75112.50285.00182.0083.33
225.00225.00225.00150.00285.00

1
0
0
0
0
0
0
0
0
0
0
0
1
0

350.00285.00
-

0
0
1
1
0
0
0
0
0
0
0
1
0
0

150.00200.00
-

0
1
0
1
1
0
0
0
0

610.00260.00420.00
-

0
0
0

0
0
0
1

300.001000800.00161.00161.00221.00400.00-350.00610.00150.00345.00260.00420.00800.00161.00161.00221.00400.00200.00285.00300.00
Contd...

Interest rate

Due within 1 year

Due beyond 3 years

Total

AmountDebt Securities
NCD
Monthly
1-3 years
Qua erly
1-3 years
Half Yearly
Above 3 years
Yearly
1-3 years

Above 3 years

12.01%-12.50%

Bullet1-3 years

10.01%-10.50%
11.51%-12.00%
13.51%-14.00%

12.01%-12.50%

Above 3 years
12.51%-13.00%
13.01%-13.50%
13.51%-14.00%
15.01%-15.50%

0
0
1
1
1
1

STATUTORY REPORTS

Unsecured debentures #200 (March 31, 2022: 200) 15.75% rated, unlisted, subordinated, unsecured,transferable, redeemable, non-conve ible debentures of ₹1,000,000 each
25,000,000 (March 31, 2022: 25,000,000) 14.27% rated, listed, unsecured,
subordinated, redeemable, taxable, non-conve ible debentures of ₹ 10 each
3,000 (March 31, 2022: 3,000) 14.75% rated, unlisted, subordinate,
unsecured, redeemable, transferable, non-conve ible debentures of facevalue of ₹ 100,000/- each
300 (March 31, 2022: 300) 15.15% rated, unlisted, subordinate, unsecured,taxable, redeemable, non-conve ible debentures of face value of ₹1,000,000/- each

CORPORATE OVERVIEW(c) Subordinated liabilities (at amortised cost)129

Annual Repo

2023(₹ in million unless otherwise stated)

16A. Terms of principal repayment of borrowings as at March 31, 2023
Original maturityof loan2022-23

Due between 1-2 years

Due between 2-3 years

AmountNo. ofinstallments

AmountNo. ofinstallments

AmountNo. ofinstallments

166.67182.40381.8272.73
188.4090.00
112.5082.50
333.3337.50
196.57

0
12
0
7
6
0
0
0
7
7
0

182.4042.42
90.97
193.83
21.88
-

0
1
0
0
0
0
0
0
0
0
0

11.36
-

0
0
0
0
0
0
0
0
0
0
0

-

166.67376.16381.82115.15279.3790.00
112.5082.50
527.1659.38
196.57

9
12
12
11
9
12
12
12
12
12
6
12
12
12
12
8
9
11

375.00120.00175.00114.58112.5053.68
100.00500.0064.83
228.57136.36130.34100.0075.00
100.00380.95600.00137.50

0
5
1
8
12
12
5
5
0
0
0
1
2
0
9
13
12
6

50.00
14.58
83.33
150.0059.57
41.67
208.33
11.54
16.67
75.00
619.05800.00
75.00

0
0
0
0
11
0
0
0
0
0
0
0
0
0
0
0
9
0

137.28600.00
-

0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0

-

375.00170.00189.58197.91399.78113.25141.67708.3364.83
228.57136.36141.88116.6775.00
175.001,000.00
2,000.00
212.5011.01%-11.50%

12
12
12
12
10
12
11

54.96
200.0050.00
500.00133.33619.05113.44

6
8
11
12
12
0
0

29.18
133.3345.83
500.00160.00
-

0
0
0
0
2
0
0

0
0
0
0
0
0
0

-

84.14
333.3395.83
1,000.00
320.00619.05113.44

11.51%-12.00%

12
6
12
12
12
12
12
9
10
10
11
12

99.79
19.15
191.9775.00
53.50
125.0064.69
106.71
95.24
142.86106.85250.00

6
0
5
9
0
2
1
11
11
11
12
9

54.56
87.09
56.25
20.83
6.21
143.29104.76157.14131.33187.50

0
0
0
0
0
0
0
0
0
0
1
0

26.67
11.81
-

0
0
0
0
0
0
0
0
0
0
0
0

-

154.3519.15
279.06131.2553.50
145.8370.90
250.00200.00300.00249.99437.50

12
12
12
10
12
11
1
12
12
12
11
12

256.80101.75160.7544.64
105.0027.82
4.22
110.0047.67
60.00
152.78
75.00

3
0
1
0
0
12
0
12
12
12
7
8

69.32
18.98
34.20
110.00
52.00
60.00
97.22
50.00

0
0
0
0
0
9
0
3
7
0
0
0

28.59
27.50
30.33
-

0
0
0
0
0
0
0
0
0
0
0
0

-

326.12101.75179.7344.64
105.0090.61
4.22
247.50130.00120.00250.00125.00Interest rate

Due within 1 year
No. ofinstallments

Borrowings (Other than Debt Securities)
Term Loan
Monthly
78.51%-9.00%
12
7
12
12
6
9.01%-9.50%
9
10
12
12
9.51%-10.00%
12

10.01%-10.50%

10.51%-11.00%

1-3 years

12.01%-12.50%

Due beyond 3 years

Total

AmountContd...

130

Annual Repo

2023(₹ in million unless otherwise stated)

Due between 1-2 years

Due between 2-3 years

AmountNo. ofinstallments

AmountNo. ofinstallments

AmountNo. ofinstallments

7
9
12
12
3
6
12
12
12
12
12
12
12
1
12
12
12
11
12

15.92
112.50
25.00
50.00
12.50
37.50
75.00
73.02
125.00100.00100.00
48.31
71.72
0.83
275.00125.00
61.88
55.99
54.34

0
0
0
0
0
0
0
3
3
6
8
9
9
0
12
10
12
12
12

19.87
31.25
50.00
66.67
40.56
67.09
275.00104.17
70.26
68.99
61.73

0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
10
4
6

65.64
25.02
33.93

0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0

-

15.92
112.50
25.00
50.00
12.50
37.50
75.00
92.89
156.25150.00166.6788.87
138.810.83
550.00229.17
197.78150.00150.00

12
1
12
12
8
12
12
11
12

119.52
6.25
103.0375.00
327.45
76.92
1.15
39.36
75.80

10
0
12
8
0
12
12
12
12

111.55103.03
50.00
76.92
1.46
48.38
75.80

0
0
9
0
0
12
12
12
0

77.27
76.92
1.75
54.79
-

0
0
0
0
0

114.510.12
4.96-

231.07
6.25
283.33125.00327.45345.27
4.48
147.49151.60200.0083.33
370.0050.00
250.00150.0066.67
400.00185.00125.0040.00
83.33
125.00125.00

2
4
4
4
0
0
4
3
3
4
4
0
4
2

100.0083.33
360.0050.00
66.67
300.00138.75125.0040.00
125.00
62.50

0
3
3
0
0
0
0
0
0
0
0
0
0
0

62.50

0
0
0
0
0

13.01%-13.50%

4
4
4
4
4
4
4
4
4
4
4
4
4
4

300.00229.161,000.00
100.00250.00150.00133.34700.00323.75250.0080.00
83.33
250.00187.505.51%-6.00%

1

49.50

0

-

12
12
12
12

0.17
0.22
0.32
0.28

12
12
12
12

12
12

0.24
0.27

1

0

12.51%-13.00%
1-3 years

13.01%-13.50%

Above 3 years

13.51%-14.00%
14.51%-15.00%
9.01%-9.50%
10.01%-10.50%
12.01%-12.50%
12.51%-13.00%

Due beyond 3 years

18
1
1
0

Total

AmountQua erly
9.51%-10.00%
11.01%-11.50%
11.51%-12.00%
1-3 years
12.01%-12.50%

12.51%-13.00%
Bullet1-3 years
Car Loan
Bullet

8.51%-9.00%
Above 3 years

11.51%-12.00%
12.51%-13.00%

Bank Overdra
Repayable on Demand
1-3 years
8.01%-8.50%
ECB
Bullet1-3 years
12.01%-12.50%

-

0

-

0

-

0

-

49.50

0.19
0.24
0.35
0.32

12
12
12
12

19
15
17

0.28
0.30

12
12

22
22

0.36
0.36
0.60
0.70
0.68
0.75

0.92
1.08
1.65
1.66

12
12

0.20
0.26
0.38
0.36
0.31
0.34

308.96

0

-

0

-

0

-

308.96-0-

1

329.480-329.48270.00
-

0

0
0
0
0
0
0
0

20

1.51
1.66

Contd...

131

CORPORATE OVERVIEW

Due within 1 year
No. ofinstallments

STATUTORY REPORTS

Interest rate

FINANCIAL STATEMENTS

16A. Terms of principal repayment of borrowings as at March 31, 2023
Original maturityof loan2022-23

Annual Repo

2023(₹ in million unless otherwise stated)

16A. Terms of principal repayment of borrowings as at March 31, 2023
Original maturityof loanInterest rate

Due within 1 year
No. ofinstallments

AmountBorrowings (Other than Debt Securities)
Term Loan
Monthly
Securitization
9.01%-9.50%
652.26
1-3 years
10.01%-10.50%
10260.0911.51%-11.00%
10
549.67
Subordinated Liabilities
Half Yearly
Above 3 years
14.01%-14.50%
0Bullet014.51%-15.00%
0
Above 3 years
15.01%-15.50%
015.51%-16.00%
0
16.51%-17.00%
1
45.00
Total
1133
17,430.66
Impact of EIR on Borrowing
Impact of EIR on Securitization
Impact of Foreign Exchange Fluctuation
Grand Total

Due between 1-2 years

Due between 2-3 years

No. ofinstallments

No. ofinstallments

Amount2022-23

Due beyond 3 years
No. ofinstallments

AmountTotal

Amount0-52.26
260.09549.67160.001

90.00

250.00-01

300.00300.004,352.29

50.00
300.00300.00200.0045.00
36,386.58
138.72139.36(0.61)
36,664.05

0
0
0

-

0
0
0

-

0

0

-

2

1
0
0
0
0
640

50.00
9,428.33

0
0
0
1
0
210

200.005,175.30

0

1
0
0
149

16B. Terms of principal repayment of borrowings as at March 31, 2022
Original maturityof loanInterest rate

Due between 1-2 years

Due between 2-3 years

No. ofinstallments

Due within 1 year
AmountNo. ofinstallments

AmountNo. ofinstallments

AmountDue beyond 3 years
No. ofinstallments

Amount

1
1
1
1
0
0
1

78.00
83.28
83.28
83.33
95.00

1
0
0
1
0
0
0

78.00
83.34
-

1
0
0
0
0
0
0

104.00
-

0
0
0
0
2
2
1

225.00225.00285.00260.0083.28
83.28
166.67225.00225.00380.00

1
0
0
0
0
0
0
0
0

300.00
-

0
0
0
0
0
0
0
0
0

-

0
1
0
0
0
0
0
0
1

0

300.00345.00260.00420.00800.00161.00161.00221.00200.00400.00150.0001
0285.00-000345.00200.00-400.00285.00150.00120.00285.71654.5572.73
188.40180.00150.0099.00
333.33

0
7
7
12
12
6
9
10
12

166.67381.8272.73
188.4090.00
112.5082.50
333.34

0
0
0
7
6
0
0
0
7

120.00452.381,036.37
187.88468.60270.00262.50181.50861.11

Total

Debt Securities
NCD
Yearly
1-3 years

11.51%-12.00%

Above 3 years

12.01%-12.50%

Bullet1-3 years

11.01%-11.50%

12.01%-12.50%

Above 3 years
13.01%-13.50%

10
14.01%-14.50%
1
Borrowings (Other than Debt Securities)
Term Loan
Monthly
6.51%-7.00%
612
8.51%-9.00%
12
12
1-3 years
12129.01%-9.50%
1212
12
13.51%-14.00%-

0

260.00420.00800.00161.00161.00221.00
-

42.42
91.80
194.44

0
0
0
0
0
0
0
0
0

-

0
1
1
1
1
1
1
0

0
0

Contd...

132

Annual Repo

2023(₹ in million unless otherwise stated)

10.01%-10.50%

10.51%-11.00%

11.01%-11.50%

11.51%-12.00%

1-3 years

12.01%-12.50%

12.51%-13.00%

13.01%-13.50%

13.51%-14.00%
14.01%-14.50%

Due within 1 year

Due between 2-3 years

AmountNo. ofinstallments

AmountNo. ofinstallments

AmountNo. ofinstallments

11
12
12
12
9
11
12
12
9
12
11
10
12
12
8
8
8
12
8
6
12
11
11
12
10
12
9
5
12
11
12
12
9
12
12
12
12
12
12
12
12
12
12
6
8
11
12
12
12
12
12
6
3
5
7
9
9
11
12
12
2
8
10
1
1
2
12

34.38
181.82500.00120.0036.75
229.17125.0058.25
171.43272.73108.1283.33
75.00
150.0033.33
36.36
380.95123.75
2.58
54.39
35.14
157.04100.0046.50
104.17
57.41
75.00
52.08
89.37
131.9847.88
105.0037.50
47.24
142.8624.69
150.00
25.00
50.00
50.00
75.00
75.00
64.17
45.00
36.23
58.77
28.57
42.54
9.21
53.23
28.57
27.57
51.34
20.83
29.17
20.32
37.50
22.92
62.50
75.00
11.92
100.00
90.35
2.25
12.32
4.27
4.68

12
12
9
12
12
0
0
12
12
6
12
12
12
0
0
0
12
11
0
0
6
12
0
12
12
12
0
0
12
12
10
12
0
1
1
7
9
12
12
3
6
12
12
0
0
0
0
0
1
0
0
0
0
0
0
0
0
0
0
1
0
0
0
0
0
0
9

37.50
196.97375.00120.0053.68
64.83
228.57136.36130.34100.0075.00
619.05113.4419.15
191.9753.50
125.0064.69
100.63162.6544.64
105.00
4.22
11.90
15.92
112.50
25.00
50.00
12.50
37.50
75.00
73.02
0.83
6.25
0.02

7
0
0
5
12
0
0
0
0
0
1
2
0
0
0
0
0
0
0
0
0
5
0
0
2
1
0
0
0
1
0
0
0
0
0
0
0
0
0
0
0
0
3
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0

21.87
50.00
59.57

0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0

11.54
16.67
87.09
20.83
6.22
15.37
19.87
-

Due beyond 3 years
Amount

-

Total
93.75
378.79875.00290.00150.00229.17125.00123.08400.00409.09250.00200.00150.00150.0033.33
36.36
1,000.00
237.19
2.58
54.39
54.29
436.10100.00100.00250.00128.3275.00
52.08
190.00310.0092.52
210.0037.50
51.46
154.7640.61
262.5050.00
100.0062.50
112.50150.00157.06
45.00
36.23
58.77
28.57
42.54
10.04
53.23
28.57
27.57
51.34
20.83
29.17
20.32
37.50
22.92
62.50
81.25
11.92
100.00
90.35
2.25
12.32
4.27
4.70
Contd...

133

CORPORATE OVERVIEW

9.51%-10.00%

Due between 1-2 years

No. ofinstallments

STATUTORY REPORTS

Interest rate

FINANCIAL STATEMENTS

16B. Terms of principal repayment of borrowings as at March 31, 2022
Original maturityof loan2022-23

Annual Repo

2023(₹ in million unless otherwise stated)

16B. Terms of principal repayment of borrowings as at March 31, 2022
Original maturityof loanDue between 1-2 years

Due between 2-3 years

No. ofinstallments

AmountNo. ofinstallments

12.51%-13.00%
13.01%-13.50%

1
2
2
2
2
7
0
5

0.21
3.70
3.67
6.64
3.00
11.46
35.10

0
0
0
0
0
0
12
0

75.80
-

No. ofinstallments

11.51%-12.00%
12.01%-12.50%
12.51%-13.00%

44
4

150.00
66.67
83.33

4
4
4

2

106.001
1
1Interest rate

Due within 1 year

14.51%-15.00%
1-3 years

Above 3 years

15.01%-15.50%

Amount2022-23

Amount

0
0
0
0
0
0
12
0

75.80
-

150.00
66.67
83.33

0
4
0

0

-

300.99448.64578.83

0
0
0

12
7
8
6
8
9

126.90
60.15
88.13
59.89
99.21
290.09

0
0
0
0
0
0
858

Due beyond 3 years
No. ofinstallments

Total

Amount

0
0
0
0
0
0
0
0

-

0.21
3.70
3.67
6.64
3.00
11.46
151.60
35.10

66.67
-

0
0
0

-

300.00200.00166.660-0-

106.00

-

0
0
0

-

0
0
0

-

300.99448.64578.83

6
0
0
0
0
0

75.25
-

0
0
0
0
0
0

-

0
0
0
0
0
0

-

202.15
60.15
88.13
59.89
99.21
290.09

-

0

-

0

-

3

250.00250.0011,274.65

0
0
0
0
1
441

45.00
5,912.99

1
0
0
0
0
79

50.00
1,479.17

0
1
1
1
0
17

300.00300.00200.003,808.00

50.00
300.00300.00200.0045.00
22,474.79
133.90163.56
22,772.25

Qua erly

1-3 years

ECB
BulletAbove 3 years 12.01%-12.50%
Bank Overdra
Repayable on Demand
5.51%-6.00%
1-3 years
8.01%-8.50%
Securitization
9.01%-9.50%
1-3 years

9.51%-10. 00%

10.01%-10.50%
10.51%-11.00%
Subordinated Liabilities
Half Yearly
Above 3 years 14.01%-14.50%
Bullet14.51%-15.00%
Above 3 years

15.01%-15.50%
15.51%-16.00%
16.51%-17.00%

Total
Impact of EIR on borrowings
Impact of EIR on securitization
Grand Total

Pa iculars

As at March 31, 2023

As at March 31, 2022

996.76
15.96
192.58353.5917.08
14.53

1,205.30

385.20As at March 31, 2023

As at March 31, 2022

29.30
40.04
69.34

17.09
19.49
36.58

As at March 31, 2023

As at March 31, 2022

110.72
2.77

67.64
5.76

113.4973.40

17: Other financial liabilities
Payable towards direct assignment and asset reconstruction company
Lease liability (refer note 41)
Other liabilities

Pa iculars
18: Provisions
Provision for employee benefits
Gratuity (refer note 40)
Compensated absences

Pa iculars
19: Other non-financial liabilities
Statutory dues payable
Other liabilities

134

Annual Repo

2023

2022-23(₹ in million unless otherwise stated)

As at
March 31, 2023

As at
March 31, 2022

80,000,000 (March 31, 2022: 80,000,000) equity shares of ₹ 10 each

800.00800.00

Total
Issued and subscribed

800.00800.0061,148,256 (March 31, 2022: 51,374,506) equity shares of ₹ 10 each fully paid up

611.48513.75

Total
Paid-up611.48513.7556,148,256 (March 31, 2022: 48,874,506) equity shares of ₹ 10 each fully paid up

561.4837.50

488.7510.00

Pa iculars
20: Equity Share capital

498.75(5.78)(8.11)

Total

593.20490.64STATUTORY REPORTS

598.98Less: Amount recoverable from Satya Employee Welfare Trust(a) Terms/rights attached to equity shares
The Company has one class of fully paid and three class of partly paid equity shares of face value of ₹10 per share. Each holder of equity sharesis entitled to one vote per share. Dividend if proposed by the Board of Directors, shall be subject to the approval of the shareholders in theensuing Annual General Meeting. In the event, the Company declares any dividend the same shall be paid in Indian rupees.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after
distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
(b) Reconciliation of the number of equity shares issued and subscribed at the beginning and at the end of the year:
March 31, 2023
Pa iculars

March 31, 2022

Number ofsharesAmountNumber ofsharesAmountBalance at the beginning of the year

51,374,506

513.75487.25

Add: Issued during the year

5,000,000

50.00

48,724,506
2,650,000

26.50

Add: Conversion of NCCCPS into Equity Shares (refer note below)

4,773,750
47.73
Outstanding at the end of the year
611.4851,374,506
61,148,256
513.75Note:
During the year ended March 31, 2023, the Company has converted 0.001%, 5,700,000 non-cumulative compulsorily convertible preference
shares ('NCCCPS') of face value of ₹ 10 each into 4,773,750 equity share at the conversion price of ₹ 240 each to Gojo & Company, Inc.
(c) Reconciliation of the number of equity shares paid-up outstanding at the beginning and at the end of the year:
March 31, 2023
Pa iculars

March 31, 2022

Number ofsharesAmountNumber ofsharesAmountBalance at the beginning of the year

51,374,506

498.755,000,000

52.50

48,724,506
2,650,000

468.50Add: Issued during the year
Add: Conversion of NCCCPS into Equity Shares (refer note below)

4,773,750
61,148,256

47.73
598.9851,374,506-

Outstanding at the end of the year

30.25
498.75* include amount received on pa y paid up equity shares of ₹ 37.5 million issued during the year (March 31, 2022: ₹ 3.75 million)(d) Shares held by the Holding Company
Name of the shareholder
GOJO & Company, Inc.

March 31, 2023

March 31, 2022

Number of shares% of holding

Number of shares% of holding

38,510,540

62.98%

26,963,315

52.48%(e) Details of shareholders holding more than 5% in the Company:
As per the records of the Company, including register of shareholders/members and other declaration received from shareholders regarding
beneficial interest, the shareholding given below represents both legal and beneficial ownership of shares.
March 31, 2023
March 31, 2022
Name of the shareholder%ofholding% of holding
Number of shares
Number of shares
Equity shares
38,510,540
62.98%
26,963,315
52.48%GOJO & Company, Inc.
16,680,200
27.28%
11,668,200
22.72%
Vivek Tiwari*
6,773,475
13.18%
Dia Vikas Capital Private Limited*includes of 5,000,000 pa ly-paid equity shares, ₹ 7.5 per share paid up (March 31, 2022: includes of 2,500,000 pa ly-paid equity shares, ₹ 4 per share paid up).

135

FINANCIAL STATEMENTS

5,000,000 (March 31, 2022: 2,500,000) equity shares of ₹ 10 pa ly paid-up to
the extent of ₹ 7.5 per share (March 31, 2022: ₹ 4 per share)

CORPORATE OVERVIEW

AuthorizedAnnual Repo

2023(f) Shareholdings of Promoters2022-23(₹ in million unless otherwise stated)(i) For fully paid shares
March 31, 2023

Promoter Name
Vivek Tiwari
Koshish Marketing Solutions Pvt. Ltd.
Vandna Tiwari
Sadhna Tiwari
Ratnesh Tiwari
Total

March 31, 2022

Number of shares
11,680,200
1,996,700
113,500
20,00051,500% of holding
19.10%
3.27%
0.19%
0.03%
0.08%

Number of shares
9,168,200
1,902,300
113,500
20,00051,500% of holding
17.85%
3.70%
0.22%
0.04%
0.10%

13,861,900

22.67%

11,255,500

21.91%(ii) For Partly paid shares
March 31, 2023

Promoter Name

Number of shares
5,000,000
5,000,000

Vivek Tiwari
Total
Pa iculars

21: Instruments entirely equity in nature
Authorized
20,000,000 (March 31, 2022: 20,000,000) preference shares of
Rs. 10 eachIssued, subscribed
7,150,000 (March 31, 2022: 2,985,100) preference sharesof ₹ 10 each

March 31, 2022

% of holding
8.18%
8.18%

Number of shares
2,500,000
2,500,000% of holding
4.87%
4.87%

As at March 31, 2023

As at March 31, 2022

200.00200.00200.00200.00

71.50

29.85

71.50

29.85

Paid up
4,650,000 (March 31, 2022: 2,985,100) preference shares of ₹ 10 each

46.50

29.85

2,500,000 (March 31, 2022: Nil) preference shares of ₹ 10 each pa ly
paid-up to the extent of ₹ 1 per share (March 31, 2022: Nil)

2.50

-

49.00

29.85

(a) Terms/rights attached to non- cumulative compulsorily convertible preference shares
During the current financial year, the Company has issued the following non-cumulative compulsorily convertible preference shares(NCCCPS):
1. 2,714,900, 0.001% non-cumulative compulsorily convertible preference shares (NCCCPS) at ₹201 per NCCCPS (face value of ₹10 andpremium of ₹191 per NCCCPS) to Gojo & Company, Inc.. The terms of NCCCPS are as follows:(i) Tenor & Conversion: On or before 10 (Ten) years.
(ii) NCCCPS shall have voting rights on conversion into Equity Shares of the Company i.e. the Equity Shares to be issued on conversion of the
NCCCPS shall rank pari-passu in all respects with the existing Equity Shares of the Company.
(iii) Priority with respect to payment of dividend or repayment of capital: NCCCPS will carry a preferential right vis-à-vis equity shares of theCompany with respect to the payment of dividend and repayment of capital during winding up.
2. 2,500,000, 0.001% non-cumulative compulsorily convertible preference shares (NCCCPS) at ₹211 per NCCCPS (face value of ₹10 andpremium of ₹201 per NCCCPS) to Mr. Vivek Tiwari. The terms of NCCCPS are as follows:(i) Tenor & Conversion: At any time prior to 10 years from the date of allotment of NCCCPS or initial public offer whichever is earlier.
(ii) NCCCPS shall have voting rights on conversion into Equity Shares of the Company i.e. the Equity Shares to be issued on conversion of the
NCCCPS shall rank pari-passu in all respects with the existing Equity Shares of the Company.
(iii) Priority with respect to payment of dividend or repayment of capital: NCCCPS will carry a preferential right vis-à-vis equity shares of theCompany with respect to the payment of dividend and repayment of capital during winding up.
3. 4,450,000, 0.001% non-cumulative compulsorily conve ible preference shares (NCCCPS) at ₹ 330 per NCCCPS (face value of ₹ 10 andpremium of ₹ 320 per NCCCPS) to Gojo & Company, Inc. and 200,000, 0.001% non-cumulative compulsorily conve ible preference shares(NCCCPS) at ₹ 330 per NCCCPS (face value of ₹ 10 and premium of ₹ 320 per NCCCPS) to other indian promoters. The terms of NCCCPS areas follows:(i) Tenor & Conversion: On or before March 31, 2025.
(ii) NCCCPS shall have voting rights on conversion into Equity Shares of the Company i.e. the Equity Shares to be issued on conversion of the
NCCCPS shall rank pari-passu in all respects with the existing Equity Shares of the Company.
(iii) Priority with respect to payment of dividend or repayment of capital: NCCCPS will carry a preferential right vis-à-vis equity shares of theCompany with respect to the payment of dividend and repayment of capital during winding up.
4. During the current nancial year, the Board of Directors of the Company has declared an interim dividend of ₹ 508.26 (inclusive of applicabletaxes) on 0.001% 57,00,000, non-cumulative compulsorily conve ible preference shares of face value of ₹ 10 each held by Gojo & Company,
Inc, Holding Company.

136

Annual Repo

2023

2022-23(₹ in million unless otherwise stated)

29.85
98.65
57.00

2,985,100
-

29.85
-

Outstanding at the end of the year

7,150,000

71.50

2,985,100

29.85(c) Reconciliation of the number of non- cumulative compulsorily conve ible preference shares paid-up outstanding at the beginningand at the end of the year:
March 31, 2023
March 31, 2022
Pa iculars
AmountAmountNumber of shares
Number of shares
2,985,100
29.85
Outstanding at the beginning of the year
29.85
2,985,100
9,864,900
76.15
Add: Issued during the year
Less: Conversion of NCCCPS into Equity shares
5,700,000
57.00
Outstanding at the end of the year

7,150,000

49.00

2,985,100

29.85

Number of shares% of holding

Number of shares% of holding

4,450,000

62.24%

2,985,100

100.00%STATUTORY REPORTS

Less: Conversion of NCCCPS into Equity shares

2,985,100
9,864,900
5,700,000

Balance at the beginning of the year
Add: Issued during the year

CORPORATE OVERVIEW(b) Reconciliation of the number of non- cumulative compulsorily conve ible preference shares issued and subscribed at the
beginning and at the end of the year:
March 31, 2023
March 31, 2022
Pa iculars
AmountAmountNumber of shares
Number of shares(d) Shares held by the Holding Company

GOJO & Company, Inc.

March 31, 2022(e) Details of shareholders holding more than 5% in the Company:
As per the records of the Company, including register of shareholders/members and other declaration received from shareholders regarding
bene cial interest, the shareholding given below represents both legal and bene cial ownership of shares.
Name of the shareholder

March 31, 2022

March 31, 2023
Number of shares% of holding

Number of shares% of holding

GOJO & Company, Inc.

4,450,000

62.24%

2,985,100

100.00%Vivek Tiwari

2,500,000

34.97%--(f) Shareholdings of Promoters
For Pa ly paid shares
March 31, 2022

March 31, 2023

Promoter Name

Number of shares% of holding

Number of shares% of holding

4,450,000
2,500,000

34.97%--

As at March 31, 2023

As at March 31, 2022

25.19
213.15
6,754.05
738.007,730.39

22.90
107.06
4,553.74
318.485,002.18

22.90
2.29
25.19

17.57
5.33
22.90

107.06106.09213.1542.05
65.01
107.06

4,595.11
171.76
2,006.55
9.97
6,783.39

3,516.45
506.12570.12
2.42
4,595.11(29.34)(41.37)

6,754.05

4,553.74
Contd...

Vivek Tiwari

Pa iculars
22: Other equity
Share options outstanding accountStatutory reserves
Securities premium
Retained earnings
Total other equity
Share options outstanding reserve (refer note a)
Balance at the beginning of the year
Fair value of stock option
Balance at the end of the year
Statutory reserves (refer note b)
Balance at the beginning of the year
Add: Amount transferred from statement of profit and loss
Balance at the end of the year
Securities premium (refer note c)
At the beginning of the year
Add: Premium on issue of equity shares
Add: Premium on issue of preference shares
Add: Premium on ESOP
Less: Amount recoverable from SATYA Employee Welfare Trust
Balance at the end of the year

137

FINANCIAL STATEMENTS

March 31, 2023

Pa iculars

Annual Repo

2023

2022-23(₹ in million unless otherwise stated)

Pa iculars
Retained earnings (refer note d)Balance at the beginning of the year
Add: Pro t/(loss) for the year
Add: Other comprehensive income (re-measurement
gains/(losses) on de ned bene t plans)
Less: Income-tax e ect on other comprehensive income
Less: Dividend paid on NCCCPS*
Less: Transfer to Statutory Reserve (20% of pro t a er tax asrequired by Section 45-IC of the Reserve Bank of India Act, 1934)
Net surplus/(deficit) in the statement of profit and loss

As at March 31, 2023

As at March 31, 2022

318.48530.44(6.46)

59.20
325.03(0.99)

1.63(0.00)(106.09)0.25(65.01)738.00318.48* ₹ 508.26

a. Share options outstanding reserve is created as required by Ind AS-102 'Share Based Payment' on the employees option scheme operated by
the company for employees (refer note 45).
b. In terms of section 45IC of the Reserve Bank of India Act, 1934, the Company is required to transfer atleast 20% of its pro t a er tax tostatutory reserve. Accordingly, the Company has transferred a sum of ₹ 106.09 million (March 31, 2022: ₹ 65.01 million), representing 20% of
its pro t a er tax for the current nancial year.
c. Securities premium is used to record the premium received on issue of shares. It is utilized in accordance with the provisions of theCompanies Act, 2013.
d. Retained earnings are the pro t/loss that the Company has earned/incurred till date, less any transfers to statutory reserve, dividends orother distributions paid to shareholders. Retained earnings is a free reserve available to the Company and eligible for distribution toshareholders, in case where it is having positive balance representing net earning till date.
Pa iculars
23: Interest Income
Measured at amo ised cost
Interest income on po folio loans
Interest on xed deposits*
Interest income on investment

For year ended
March 31, 2023

For year ended
March 31, 2022

5,585.91
149.8235.24

3,140.01
193.21
12.66
3,345.88

5,770.97* Includes interest income on margin money deposits placed to avail term loans from banks, non-banking nancial companies and placed as cash collateral in connection withsecuritisation transactions.

Pa iculars

For year ended
March 31, 2023

For year ended
March 31, 2022

491.88291.22491.88291.22For year ended
March 31, 2023

For year ended
March 31, 2022

491.88491.88291.22291.22491.88491.88291.22291.22491.88491.88291.22291.22For year ended
March 31, 2023

For year ended
March 31, 2022

28.96
-

41.45
-

24: Fee and commission income
Fee and commission income

Pa iculars
Type of Services or service
Fee and commission income
Total revenue from contracts with customers
Geographical markets
India
Outside India
Total revenue from contracts with customers
Timing of revenue recognition
Services transferred at a point in time
Services transferred over time
Total revenue from contracts with customers
Pa iculars
Contract balances
Trade receivable
Contract assets
Contract liabilities

Reconciling the amount of revenue recognized in the statement of pro t and loss with the contracted price
Pa iculars
Revenue as per contract
Adjustments
Discount
Revenue from contract with customers

For year ended
March 31, 2023

For year ended
March 31, 2022

491.88491.88291.22291.22138

Annual Repo

2023

2022-23(₹ in million unless otherwise stated)

Pa iculars

For year ended
March 31, 2023

For year ended
March 31, 2022

26: Other income
Net gain or loss on foreign currency transaction and translation
Adve isement income
Miscellaneous income

Pa iculars
27: Finance cost (on financial liabilities measured at amortised cost)
Interest
On debt securities
On borrowings (other than debt securities)
On subordinated liabilities
On lease liabilities (refer note 41)
On tax liability
Other finance cost

Pa iculars
28: Net loss on fair value changes
Derivatives
Fair value changes
Realised
Unrealised

Pa iculars
29: Impairment on financial instruments
Impairment on portfolio loans measured at amortised cost
Portfolio loans written off

Pa iculars
30: Employee benefits expenses
Salaries and bonus
Contribution to provident fund and other funds (refer note 40A)
Expense for employee stock option plan (refer note 45)
Gratuity expense (refer note 40B)
Staff welfare expenses

Pa iculars
31: Depreciation and amortisation
Depreciation
Amortisation

366.57

1,044.64

366.57For year ended
March 31, 2023

For year ended
March 31, 2022

0.61
23.50
28.86

11.74

52.97

11.74

For year ended
March 31, 2023

For year ended
March 31, 2022

884.98
1,899.28
176.972.04
8.94

497.501,102.23
108.09
2.29
0.11
0.83

2,972.21

1,711.05

For year ended
March 31, 2023

For year ended
March 31, 2022

6.95

-

6.95

-

6.95
6.95

-

For year ended
March 31, 2023

For year ended
March 31, 2022

511.26210.05721.3147.30
123.41
170.71For year ended
March 31, 2023

For year ended
March 31, 2022

1,792.49
119.43
16.13
6.81
88.72

1,009.85
74.44
9.24
6.03
68.43

2,023.58

1,167.99

For year ended
March 31, 2023

For year ended
March 31, 2022

76.86
0.13
76.99

57.22
0.24
57.46

STATUTORY REPORTS

Pa iculars

1,044.64

FINANCIAL STATEMENTS

Net gain on derecognition of nancials instruments under
amo ised cost category

CORPORATE OVERVIEW

25: Net gain on derecognition of financial instruments under amortised cost category139

Annual Repo

2023

2022-23(₹ in million unless otherwise stated)

Pa iculars
32: Other expenses
Business promotion and advertisement expenses
Postage, internet, courier and telephone expenses
General insurance expenses
Legal and professional fee
Auditor's remuneration (refer note below)
Meeting and conference
Software expenses
Net loss on sale of property, plant and equipment
Electricity charges
Printing and stationeries
Repair and maintenanceRates and taxes
Rent including lease rent (refer note 41)
Director siting fee
Travelling and conveyance
Donation and corporate social responsibility expenditure
Cenvat credit disallowed
Miscellaneous expenses

For year ended
March 31, 2023

For year ended
March 31, 2022

32.22
47.08
12.47
239.07
5.66
24.11
70.39
1.41
11.28
18.94
101.49
0.04
93.79
14.15
72.96
15.25
50.03
34.97

21.85
32.53
2.71
80.01
4.46
4.94
42.36
0.88
6.39
14.07
60.05
0.08
60.18
6.52
57.31
10.00
32.24
36.53

845.31473.11For year ended
March 31, 2023

For year ended
March 31, 2022

5.10
0.33
0.23
5.66

4.00
0.40
0.06
4.46

For year ended
March 31, 2023

For year ended
March 31, 2022

68.64
115.03102.11
7.95

183.67110.06(1.63)(0.25)

182.04109.81

714.1125.168%179.73435.0925.168%109.50

3.83
0.11

2.86
(2.30)

183.67110.06For year ended
March 31, 2023

For year ended
March 31, 2022

530.44(0.00)
330.44325.03325.03530.44(0.00)
330.44325.03325.03Note:
Pa iculars
Payment to auditors
As auditor
Audit fees
Certification fees
Out of pocket expenses

Pa iculars
33: Income-tax expense
A. Income-tax expense in the standalone statement of profit
and loss consists of:Income-tax:
Current year tax
Deferred tax credit
Income-tax expense reported in the standalone statement of
profit or loss
Income-tax recognised in other comprehensive income
Deferred tax arising on income and expenses recognised in othercomprehensive income
Total
B. The reconciliation between the provision for income-tax of theCompany and amounts computed by applying the Indian statutory
income-tax rate to profit before taxes is as follows:
Profit before tax
Enacted tax rates in India
Computed tax expense
Effect of :Non-deductible expenses
Earlier year tax
Total Income-tax expense

Pa iculars
34: Earnings per share
Net profit after tax as per statement of profit and loss
Less: Dividend paid on NCCCPS*
Net profit for calculation of basic earnings per share* ₹ 508.26

Net profit as above
Add: Dividend on preference shares and tax thereon
Net profit for calculation of diluted earnings per share

Contd...

140

Annual Repo

2023

2022-23

45,944,492
184,112
46,128,604

610,389
4,420,618

670,542
61,64455,270,846

46,860,790

Basic earnings per share (amount in ₹)

10.56

7.05

Diluted earnings per share (amount in ₹)

9.60

6.94

Nominal value per share: ₹10 (Previous year: ₹10)

35: Segment Reporting

The Company operates in a single business segment i.e. financing, as the nature of the loans are exposed to similar risk and return profiles,
hence they are collectively operating under a single segment as per Ind AS 108 on ‘Operating Segments’. The Company operates in a single
geographical segment i.e. domestic, hence there is no external revenue or assets which require disclosure.

STATUTORY REPORTS

49,063,391
1,163,369
13,07950,239,839

CORPORATE OVERVIEW(₹ in million unless otherwise stated)

Calculation of weighted average number of equity shares forbasic earning per share
Equity shares
Number of shares at the beginning of the year
Add: Issued during the year
Add: Conversion of NCCCPS into Equity shares
Number of shares at the end of the year
Effect of dilution
Employee stock option
Non- cumulative compulsorily convertible preference shares (NCCCPS)
Weighted average number of equity shares for diluted earningper share

36: Related parties under IndAS 24 with whom transactions have taken place during the year.
Holding Company
GOJO & Company, Inc.
Subsidiaries(a) Credentia Finclusion Private Limited(b) SATYA Micro Housing Finance Private Limited(Formerly known as Baid Housing Finance Private Limited)

w.e.f. October 25, 2021 and upto March 23, 2022
w.e.f. June 14, 2022

Substantial Shareholders
Dia Vikas Capital Private Limited

upto October 21,2022

Associate Entity
SATYA Micro Housing Finance Private Limited(Formerly known as Baid Housing Finance Private Limited)

w.e.f. November 11, 2021 and upto June 13, 2022

Other related party in accordance with Ind AS 24(a) Koshish Sustainable Solutions Private Limited(b) Koshish Marketing Solutions Private Limited(c) Satya Employee Welfare Trust(d) Ananya Finance For Inclusive Growth Private Limited(e) Satya Shakti Foundation(f) Credentia Finclusion Private Limited

w.e.f March 24, 2022

Key managerial personnel
Name of key managerial personnel
Mr. Vivek Tiwari
Dr. Deepali Pant Joshi
Mr. C. P. Mohan
Mr. Naveen SuryaDr. Ratnesh Tiwari
Mr. Saneesh Singh
Mr. Sanjay Gandhi
Mr. Taejun ShinMs. Surekha Marandi
Mr. Mukul Jaiswal
Mr. Sudhindra Kumar Sharma
Ms. Vandita Kaul
Mr. Amit Jain
Choudhary Runveer Krishanan

Designation
Managing Director,
Chief Executive Officer
and Chief Information Officer
Independent Director
Independent Director
Independent Director
Non-Executive Director
Nominee Director
Nominee Director
Nominee Director
Independent Director
Independent Director
Chief Financial Officer
Chief Financial Officer
Company Secretary
Company Secretary
and Chief Compliance Officer

FINANCIAL STATEMENTS

w.e.f March 21, 2022

w.e.f. September 24, 2021
upto August 11,2022 and w.e.f December 13,2022
upto July 11, 2022

upto September 21, 2021
upto October 31, 2021
w.e.f. November 1, 2021
w.e.f. October 01, 2020 and upto April 17, 2022
w.e.f. April 18, 2022

Relatives of Key managerial personnel(a) Mr. Girijesh Tiwari(b) Ms. Vandna Tiwari

141

Annual Repo

2023(₹ in million unless otherwise stated)

Related pa y transactions during the year:
S. No.

Nature of Transactions

2022-23

Related Pa y

Transactions
during year
ended March
31, 2023
56.63
9.17
0.33
6.34
2.16

Transactions
during year
ended March
31, 2022
34.56
4.61
3.27
2.95
1.29

425.74(Payable)/Receivable
As at
As at
March 31, 2023 March 31, 2022-

(0.34)-

46.36

472.10

46.36

-

1.00

-

-

-

1.00

-

-

GOJO & Company, Inc.

-

532.65--

Mr.Vivek Tiwari
Mr.Sudhindra Sharma
Ms. Vandita Kaul
Mr. Amit Jain
Choudhary Runveer Krishanan
Mr. Girijesh Tiwari
SATYA Micro Housing Finance
Private Limited
Credentia Finclusion
Private Limited
Credentia Finclusion
Private Limited

1.

Remuneration*

2.

Investment

3.

Proceeds from sale of investment

4.

Share allotment including premium(fully paid-up Equity Shares)

5.

NCCCPS conve ed into Equity share

GOJO & Company, Inc.

1,145.70---

2,014.19
2.50

600.01---

Issue of preference shares
Including premium

GOJO & Company, Inc.
Mr. Vivek Tiwari
Koshish Marketing Solution
Pvt. Ltd.
Ms. Vandna Tiwari
Dr. Ratnesh Tiwari

46.20

-

-

-

11.55

-

-

-

8.25

-

-

-

7.

Call money received on pa ly
paid equity share capital

Mr. Vivek Tiwari

215.00

3.75

-

-

8.

Non- Conve ible debentures Issued

GOJO & Company, Inc.

610.00-(627.59)-

9.

Po folio/(Borrowing)- 316.64/(327.45)-

10.

Margin Money received/(paid) to
Financial Institution

11.

Advance Given/(Repaid)

Ananya Finance For Inclusive
Growth Private Limited
Ananya Finance For Inclusive
Growth Private Limited
Credentia Finclusion Private
LimitedChoudhary Runveer Krishanan

6.

Amount received/(paid) against
Business pa nership
Amount received/Adjusted on ESOP
exercised by employees

Ananya Finance For Inclusive
Growth Private Limited

14.

Interest income on loan given

15.

Interest income on margin money

16.

Interest income/ (Finance Cost)

17.

Fee and commission income

18.

Rent Income

19.

Finance cost

Credentia Finclusion Private
LimitedAnanya Finance For Inclusive
Growth Private Limited
Ananya Finance For Inclusive
Growth Private Limited
Ananya Finance For Inclusive
Growth Private Limited
SATYA Micro Housing Finance
Private Limited
GOJO & Company, Inc.

12.
13.

20.

21.

22.

23.

Professional Fees

Expense reimbursement paid/(received)

Donation and corporate social
responsibility expenditure

Director sitting fees andCommission

SATYA Employee Welfare Trust

120.53(111.81)58.61

176.3325/(8.28)

-

16.72

-

1.80

-

1.80

-

- 982.02/(1,363.27)-(13.99)

14.37

8.50

36.13

50.49

2.60

-

-

-

8.69

4.45

-

-

5.24/(5.24)

-

-

-

0.15

170.39

0.01

-

0.19

-

-

-

60.29

-

(0.28)

-

35.26

-

-

-

-

10.85

-

-

-

0.48

-

-

0.01/(0.03)

0.02

-

0.02

SATYA Shakti Foundation

-

4.27

-

-

SATYA Shakti Foundation

13.00

10.00

-

-

Dr. Deepali Pant Joshi

2.80

0.38

(1.00)-Mr. C. P. Mohan

2.17

0.84

(1.00)-

Mr. Naveen Surya

2.24

0.87

(1.00)-

Dr. Ratnesh Tiwari

1.27

0.59

-

-

Mr. Saneesh Singh

0.32

0.97

-

-

Mr. Sanjay Gandhi

1.62

0.97

-

-

Mr. Taejun Shin

1.04

0.70

(0.07)-

Ms. Surekha Marandi

2.69

0.90

(1.00)

-

-

0.30

-

-

Credentia Finclusion Private
LimitedGOJO & Company, Inc.
Credentia Finclusion Private
LimitedSATYA Micro Housing Finance
Private Limited

Mr. Mukul Jaiswal* As the provision for gratuity, leave compensation and share based compensation is made for the Company as a whole, the amount pertaining to the Key Management Personnel
is not specifically identified and hence not included above.

142

Annual Repo

2023(₹ in million unless otherwise stated)

37: Fair Value
The carrying value and fair value of nancial instruments by categories are as follows:
Carrying Value

Fair ValueAs atMarch 31, 2023

As at
March 31, 2022

As at
March 31, 2023

As at
March 31, 2022

37,903.04
1,733.40

23,161.34
46.36

37,903.04
1,733.40

23,161.34
46.36

36,664.05
6.95

22,772.25-

36,664.05
6.95

22,772.25-

Financial assets
Loan po folio
Investment
Financial liabilities
Borrowings*
Derivative nancial instruments

CORPORATE OVERVIEW

Pa iculars

2022-23*represents debt securities, borrowings (other than debt securities) and subordinated liabilities.

38: Fair Value Hierarchy of assets and liabilities

Fair value measurement
The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable orunobservable and consists of the following three levels:
Level 1 - Hierarchy includes financial instruments of which prices is available in active markets for identical assets or liabilities.

STATUTORY REPORTS

The carrying amounts of cash and cash equivalents, bank balances other than cash and cash equivalents, trade receivables, other financial
assets/liabilities, other non-financial assets/liabilities and provisions are considered to be the same as their fair values, due to their short-term
nature.

Level 2 - The fair value of financial instruments that are not traded in an active market are determined using valuation techniques which
maximize the use of observable market data (either directly as prices or indirectly derived from prices) and rely as little as possible on entityspecific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

The financial instruments included in Level 2 of fair value hierarchy have been valued using quotes available for similar assets and liabilities in
the active market. The investments included in Level 3 of fair value hierarchy have been valued using the cost approach to arrive at their fairvalue. The cost of unquoted investments approximate the fair value because there is a range of possible fair value measurements and the cost
represents estimate of fair value within that range.
The following table summarizes financial assets and liabilities measured at fair value on a recurring basis and financial assets that are notmeasured at fair value on a recurring basis (but fair value disclosure is required):I. The carrying amount and fair value measurement hierarchy for assets and liabilities as at March 31, 2023 is as follows:
Measured at amo ised cost
Pa iculars

Carrying
Value

Fair
Value

Loan po folio (Amo ised cost)
Investment (Amo ised cost)
Investment (Fair value through pro t and loss)
Total

37,903.04
472.101,261.30
39,636.44

37,903.04
472.101,261.30
39,636.44

Carrying
Value

Fair
Value

36,664.05

36,664.05-

6.95
36,671.00

6.95
36,671.00-

Level 1

Level 2

Level 3

Total

37,903.04
472.101,261.30
39,636.44

37,903.04
472.101,261.30
39,636.44

Level 3

Total-

36,664.05

36,664.05

6.95
6.95

36,664.05

6.95
36,671.00--

Liabilities
Measured at amo ised cost
Pa iculars
Borrowings*
Derivative financial instruments at fair value
through profit and loss accountCurrency and interest swaps
Total

Level 1

Level 2

*represents debt securities, borrowings (other than debt securities) and subordinated liabilities.

II. The carrying amount and fair value measurement hierarchy for assets and liabilities as at March 31, 2022 is as follows:
AssetsMeasured at amo ised cost
Pa iculars
Loan po folio
Investment
Total

Carrying
Value

Fair
Value

23,161.34
46.36
23,207.70

23,161.34
46.36
23,207.70

Level 1

Level 2--

Level 3

Total

23,161.34
46.36
23,207.70

23,161.34
46.36
23,207.70

Level 3

Total

22,772.25
22,772.25

22,772.25

Liabilities
Measured at amo ised cost
Pa iculars

Carrying
Value

Fair
Value

Level 1

Level 2

Borrowings*

22,772.25

22,772.25

-

-

Total

22,772.25

22,772.25--

22,772.25*Represents debt securities, borrowings (other than debt securities) and subordinated liabilities.

143

FINANCIAL STATEMENTS

Level 3 - If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case forunlisted equity securities, contingent consideration and indemnification asset included in level 3.

Annual Repo

2023

2022-23(₹ in million unless otherwise stated)

39: Capital management

The Company’s objective for capital management is to maximize shareholders’ value, safeguard business continuity, meet the regulatory
requirement and suppo the growth of the Company. The Company determines the capital requirement based on annual operating plans andlong-term and other strategic investment plans. The funding requirements are met through borrowings, retained earnings and operating cash
ows generated.
As NBFC-MFI, the RBI requires the Company to maintain a minimum capital to risk weighted assets ratio (""CRAR"") consisting of Tier I and Tier
II capital of 15% of its aggregate risk weighted assets. Fu her, the total of Tier II capital cannot exceed 100% of its Tier I capital at any point oftime. The capital management process of the Company ensures to maintain a healthy CRAR at all the times.
The Company has a board approved policy on resource planning which states that the resource planning of the Company shall be based on its
Asset Liability Management (ALM) requirement. The policy of the Company on resource planning will also cover the objectives of theregulatory requirement. The policy prescribes the sources of funds, threshold for mix from various sources, tenure, manner of raising the fundsetc.

Pa iculars
Borrowings
EquityDebt-equity ratio (no. of times)

March 31, 2023

March 31, 2022

36,664.05

22,772.25

8,372.59

5,522.67

4.38

4.13

40: Employee Benefit Plans
A. Defined contribution plans
Provident and other funds
The Company makes contribution to provident fund, employee state insurance scheme contributions, labour welfare fund and national
pension scheme which are defined contribution plans, for qualifying employees. Under the schemes, the Group is required to contribute a
specified percentage of the payroll costs to fund the benefits.
March 31, 2023
March 31, 2022
Pa iculars
Employee providend fund

91.96

59.80

Employee state insurance

24.25

13.90

Labour welfare fund

0.26

0.20

National pension scheme
Total

2.96

0.54

119.43

74.44

B. Defined benefit plans
The Company has an unfunded defined benefit gratuity plan. Every employee who has completed five years or more of service is eligible for
gratuity, on cessation of employment and it is computed at 15 days salary (last drawn salary) for each completed year of service subject to limitof ₹ 2 million as per the Payment of Gratuity Act, 1972. Provision for unfunded gratuity liability for all employees is based upon actuarial
valuations carried out at the end of every financial year. Major drivers in actuarial assumptions, typically, are years of service and employeecompensation. In accordance with Indian Accounting Standard (Ind AS) 19 on ‘Employee Benefits’, commitments are actuarially determinedusing the ‘Projected Unit Credit’ Method. Gains and losses on changes in actuarial assumptions are accounted for in the standalone statementof profit and loss as other comprehensive income.
The following tables summarize the components of net benefit expense recognized in the standalone statement of profit and loss andamounts recognized in the Balance Sheet for the gratuity plan:
Movement in defined benefit obligations
Pa iculars
Defined benefit obligation as at the beginning of the year
Current service cost
Interest on defined benefit obligation
Re-measurement (gains)/losses on defined benefit plans
Benefits paid
De ned bene t obligation as at the end of the year

March 31, 2023
17.09
5.64
1.17
6.46
(1.06)

29.30

March 31, 2022
10.07
5.37
0.66
0.99
-

17.09

Balance Sheet
Amount recognised in balance sheet
Pa iculars
Present value of obligations
Fair value on plan assets
Net de ned bene t liability recognised in balance sheet

March 31, 2023

March 31, 2022

29.30
NA

17.09
NA

29.30

17.09

Expenses charged to the standalone statement of profit and loss
Pa iculars

March 31, 2023

March 31, 2022

Current service cost
Interest cost

5.64
1.17

5.37
0.66

Total

6.81

6.03

144

Annual Repo

2023(₹ in million unless otherwise stated)

Net employee benefit expense recognised in the other comprehensive income
March 31, 2023

Amount recognised under other comprehensive income

March 31, 2022

(6.46)(0.99)(6.46)(0.99)

Pa iculars
Actuarial gain/(loss) from change in demographic assumptions
Actuarial gain/(loss) from change in financial assumptions
Actuarial gain/(loss) from change in experience adjustments

March 31, 2023

CORPORATE OVERVIEW

Actuarial gain/(loss) on defined benefit obligation
March 31, 2022

0.98
(7.44)

2.57
0.96(4.52)

Summary of actuarial assumptions
Pa iculars

March 31, 2023

Discount rate
Expected return on plan assets
Rate of Increase in compensation levels

March 31, 2022

7.45%

7.10%

NA

NA

4% p.a.

4% p.a.

40% at lower service
reducing to 0% at higher
service

Withdrawal rates

40% at lower service
reducing to 0% at higher
serviceSTATUTORY REPORTS

Pa iculars
Re-measurement gains/(losses) on defined benefit plans

2022-23

Pa iculars
Discount rate (+0.5%)
Discount rate (-0.5%)
Salary Inflation (+0.5%)
Salary Inflation (-0.5%)
Withdrawal Rate (+10%)
Withdrawal Rate (-10%)

March 31, 2023
(28.01)30.72
30.56(28.16)(28.86)
29.76

March 31, 2022
(16.30)17.96
17.83(16.35)(16.65)
17.54

Maturity profile of defined benefit obligation
March 31, 2023
March 31, 2022
2.83
Year 1
1.24
3.51
Year 2
1.88
3.73
Year 3
2.11
4.36
Year 4
2.19
3.76
Year 5
2.36
6.15
Year 6 to Year 10
4.03
Discount rate: The rate used to discount post-employment benefit obligation is determined by reference to market yield at the balance sheet
date on government bonds.
Pa iculars

Salary escalation rate: This is Management’s estimate of the increases in the salaries of the employees over the long term. Estimated futuresalary increases takes account of inflation, seniority, promotion and other relevant factors such as supply and demand in the employment
market.

41: Leases
Company as a lessee
The Company has lease contracts for o ce premises taken on lease. The lease terms are between 1 to 10 years.
The Company also has ce ain lease with lease terms of 12 months or less. The Company applies the ‘sho -term lease’ recognition exemptions
for these leases.
The carrying amounts of right-of-use assets recognised and the movements during the year are as follows:
Pa iculars
Balance at the beginning of the year
Additions made during the year
Depreciation charge for the year
Balance at the end of the year

March 31, 2023
9.93
6.97
(7.90)
9.00

March 31, 2022
0.49
22.48
(13.04)
9.93

ROU assets and lease liability have been included in the prope y, plant and equipment and other nancial liabilities respectively in the balance
sheet.
The carrying amounts of lease liabilities and the movements during the year are as follows:
Pa iculars
Balance at the beginning of the year
Additions made during the year
Interest accretion for the year
Payments made during the year
Payments
duringBalance atmade
the endofthetheyearyear

March 31, 2023
17.08
6.97
2.04
(10.13)
15.96

March 31, 2022
0.96
22.47
2.29
(8.64)
17.08

145

FINANCIAL STATEMENTS

A quantitative sensitivity analysis for significant assumptions as at the balance sheet date are as shown below:

Annual Repo

2023

2022-23(₹ in million unless otherwise stated)

The following are the amounts recognised in standalone statement of profit and loss :March 31, 2023
March 31, 2022
Pa iculars
Depreciation expense in respect of right-of-use asset
7.90
13.04
Interest expense in respect of lease liabilities
2.04
2.29
Expense relating to sho -term leases (included on other expenses)
93.79
60.18
Total amount recognised in standalone statement of pro t or loss
103.73
75.51
The Company's total cash ou low for leases was ₹ 103.92 million during year ended March 31, 2023 (₹ 68.82 million during the year ended
March 31, 2022).
The table below provides details regarding the contractual maturities of lease liabilities on an undiscounted basis:
March 31, 2023
Pa iculars
Less than one year
11.91
One to five year
6.62
More than five years
Total
18.53

March 31, 2022
9.03
10.60
19.63

42: Details of dues to micro, small and medium enterprises as de ned under the MSMED Act, 2006
March 31, 2023

March 31, 2022

0.53

Nil

- Interest due on the above

Nil

Nil

The amount of interest paid by the buyer under MSMED Act, 2006 along with theamounts of the payment made to the supplier beyond the appointed day during year

Nil

Nil

The amount of interest due and payable for the period (where the principal has been paid
but interest under the MSMED Act, 2006 not paid)

Nil

The amount of interest accrued and remaining unpaid at the end of accounting year

Nil

Nil

The amount of further interest due and payable even in the succeeding year, until suchdate when the interest dues as above are actually paid to the small enterprise, for the
purpose of disallowance as a deductible expenditure under section 23.

Nil

Nil

Pa iculars
The principal amount remaining unpaid to any supplier as at the end of year
- The principal amount due to micro and small enterprises

Nil

43: Risk Management and financial objectives
Risk is an integral part of the Company’s business and sound risk management is critical to the success. As a financial intermediary, theCompany is exposed to risks that are particular to its lending and the environment within which it operates and primarily includes credit,
liquidity and market risks. The Company has a risk management policy which covers risks associated with the financial assets and liabilities. The
risk management policy is approved by the Board of Directors.
The Company has identified and implemented comprehensive policies and procedures to assess, monitor and manage risk throughout theCompany. The risk management process is continuously reviewed, improved and adapted in the context of changing risk scenario and theagility of the risk management process is monitored and reviewed for its appropriateness in the changing risk landscape. The process ofcontinuous evaluation of risks includes taking stock of the risk landscape on an event-driven basis.
The Company has an elaborate process for risk management. Major risks identified by the businesses and functions are systematicallyaddressed through mitigating actions on a continuing basis.
43.1 Credit risk
Credit risk is the risk of loss that may occur from defaults by Borrowers under loan agreements. In order to address credit risk, the Company
have stringent credit assessment policies for client selection. Measures such as verifying client details, online documentation and the usage ofcredit bureau data to get information on past credit behavior also supplement the efforts for containing credit risk. The Company also follows asystematic methodology in the opening of new branches, which takes into account factors such as the demand for credit in the area; income
and market potential; and socio-economic and law and order risks in the proposed area. Further, client due diligence procedures encompass
various layers of checks, designed to assess the quality of the proposed group and to confirm that they meet our criteria.
The Company is an urban, semi-urban and rural focused NBFC-MFI with a geographically diversified presence in India and offer income
generation loans under the joint liability group model, predominantly to women from low-income households in urban, semi-urban and rural
areas. Further, as it focuses on providing micro-loans in urban, semi-urban and rural areas, the Company's results of operations are affected by
the performance and the future growth potential of microfinance in India. The Company's borrowers typically have limited sources of income,savings and credit history and the loans are typically provided free of collateral. The borrowers generally do not have a high level of financial
resilience, and, as a result, they can be adversely affected by declining economic conditions and natural calamities. In addition, the Company
relies on non-traditional guarantee mechanisms rather than tangible assets as collateral, which may not be effective in recovering the value ofloans.
In order to mitigate the impact of credit risk in the future profitability, the Company creates impairment loss allowance basis the Expected
Credit Loss (ECL) model for the outstanding loans as at balance sheet date. refer note 3A(e) for details.
43.2 Liquidity risk
Liquidity risk refers to the risk that the Company may not meet its financial obligations. Liquidity risk arises due to the unavailability of adequate
funds at an appropriate cost or tenure. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are

146

Annual Repo

2023

2022-23

Maturity pattern of assets and liabilities as at March 31, 2023:
Upto 1month

1 to 2months2 to 3months3 to 6months6 months
to 1 year

1 to 3years

Borrowings*
Trade payables

1,688.95
101.37

1,742.23-

1,686.95-

6,097.43

9,545.13

17,498.92

4,997.97

-

-

-

-

43,257.57-

Other financial liabilities

0.99

0.99

2.97

5.98

4.16

2.46

-

1,207.88

Loan po folio

1,190.33
1,907.81

2,701.17

2,279.42

8,151.42

11,923.10

19,825.92

137.42

82.63

47,458.89

Investments

31.40

22.81

22.81

68.44

416.92547.50148.99474.53

1,733.40

Financial assets (other) #579.46168.44159.94546.46

1,096.95

1,027.78

16.30

2.05

3,597.38

3 to 5years

Over
5 years

Total

101.37*represents debt securities, borrowings (other than debt securities), subordinated liabilities and interest.
The above maturity pa ern is based on the undiscounted contractual cash ows under the respective arrangements where such assets and liabilities have been recognised.
#It includes trade receivables, balance with banks/ nancials institutions and other nancials assets.

STATUTORY REPORTS

Pa iculars

CORPORATE OVERVIEW(₹ in million unless otherwise stated)available for use as per requirements. The Company consistently generates sufficient cash flows from operating and financing activities tomeet its financial obligations as and when they fall due. The Company's resource mobilization team sources funds from multiple sources, whichinter-alia includes banks, financial institutions and capital markets to maintain a healthy mix of sources. The resource mobilization team is
responsible for diversifying fundraising sources, managing interest rate risks and maintaining a strong relationship with banks, financial
institutions, other domestic and foreign financial institutions and rating agencies to ensure the liquidity risk is well addressed. Further, thematurity schedule for all financial liabilities and assets are regularly reviewed and monitored. The Company has a Asset Liability Management(ALM) policy and ALM Committee to review and monitor the liquidity risk and ensure the compliance with the prescribed regulatory
requirement. The ALM Policy prescribes the detailed guidelines for managing the liquidity risk.

Maturity pattern of assets and liabilities as at March 31, 2022:
1 to 2months2 to 3months3 to 6months6 months
to 1 year

1 to 3years

3 to 5years

Over
5 years

Borrowings*
Trade payables

2,137.26
82.49

1,167.28-

1,358.95-

3,234.35

5,377.15

8,982.78

3,062.03

-

-

-

-

1,564.96-

Other financial liabilities

368.87
1,562.11

0.75

0.75

2.26

4.54

10.60

-

1,308.83

1,513.10

4,364.34

7,454.54

12,082.18

168.73

82.69

Loan po folio
Investments
Financial assets (other) #

-

Total
26,884.76
82.49
387.7728,536.52

-

-

-

-

-

-

-

46.36

46.36

1,396.51

44.64

33.37

847.53

1,424.22

2,445.55

3.38

2.27

6,197.47*represents debt securities, borrowings (other than debt securities), subordinated liabilities and interest.
The above maturity pa ern is based on the undiscounted contractual cash ows under the respective arrangements where such assets and liabilities have been recognised.
#It includes trade receivables, balance with banks/ nancials institutions and other nancials assets.

43.3 Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market factor. Suchchanges in the values of financial instruments may result from changes in the interest rates, credit, liquidity and other market changes. The
Company is exposed primarily to interest rate risk which has been discussed below:
Interest rate risk
Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates.
The Company is subject to interest rate risk, principally because it lends to clients at fixed interest rates and for periods that may differ from its
funding sources, while the Company's borrowings are at both fixed and variable interest rates for different periods. The Company assesses
and manages its interest rate risk by managing its assets and liabilities. The Company's Asset Liability Management Committee evaluates asset
liability management, and ensures that all significant mismatches, if any, are being managed appropriately.
The Company has an Asset Liability Management (ALM) policy, approved by the Board of Directors, for managing interest rate risk and policy
for determining the interest rate to be charged on the loans given.
The following table demonstrates the sensitivity to a reasonably possible change in the interest rates on the portion of borrowings affected.
With all other variables held constant, the profit before tax is affected through the impact on floating rate borrowings, as follows:
For year ended March 31, 2023
For year ended March 31, 2022
Finance cost
(23.83)(13.13)
0.50% increase
23.83
13.13
0.50% decrease

44: Transfer of financial assets
a. Securitization transactions:
During the year, the Company has entered into securitization arrangement with two party. Under such arrangement, the Company has
transferred a pool of loan portfolio, which does not fulfil the derecognition criteria specified under Ind AS 109 as the risk and rewards withrespect to these assets are not substantially transferred.
Following such transfer, the Company’s involvement in these assets is as follows:- As a servicer of the transferred assets- To the extent of credit enhancements provided to such parties
The value of financial assets and liabilities as on:
As at March 31, 2023
As at March 31, 2022
Pa iculars
1,052.23
998.23Carrying amount of associated assets
1,001.38
963.18Carrying amount of associated liabilities
1,052.23
998.23
Fair value of associated assets
1,001.38
963.18Fair value of associated liabilities
The carrying value of securitized loans approximate their fair value as the loans once sold cannot be transferred again.

147

FINANCIAL STATEMENTS

Upto 1month

Pa iculars

Annual Repo

2023

2022-23(₹ in million unless otherwise stated)b. Assignment transactions:
The Company has transferred a part of its loan portfolio (measured at amortized cost) vide assignment deals executed with various parties, asa source of finance. As per the terms of deal, the derecognition criteria as per Ind AS 109 (as all the risks and rewards relating to assets beingtransferred to the buyer) being met, the assets have been derecognised.
The management has evaluated the impact of the assignment transactions executed during the year on its business model. Based on the
future business plan, the Company's business model remains to hold the assets for collecting contractual cash flows.
The table below summarises the carrying amount of the derecognised financial assets and the gain/(loss) on derecognition:
Pa iculars
Carrying amount of derecognised nancial assets
Gain from derecognition during the year

For year ended March 31, 2023
8,867.83
1,160.99

For year ended March 31, 2022
3,785.21
366.57Since the Company transferred the above financial assets in a transfer that qualified for derecognition in its entirety, therefore the whole of theinterest spread (over the expected life of the asset) is recognised on the date of derecognition itself as interest only strip receivable andcorrespondingly recognised as profit on derecognition of financial assets.
c. The Company has transferred certain stressed loans to asset reconstruction company trust, details of which are given below:
For year ended March 31, 2023
For year ended March 31, 2022
Pa iculars
73,081.00
Number of loan accounts assigned during the year
Aggregate principal outstanding of loan transferred
1,915.00
as on March 31, 2023 (₹ in million)
13.30
Weighted average remaining maturity (in months)
Net book value of loan transferred (at the time of
2,107.57
transfer) (₹ in million)*
1,500.00
Aggregate consideration (₹ in million)
Additional consideration realized in respect of accountNiltransferred in earlier year
*excludes ECL provision of ₹ 491.21 million which has been reversed on account of sale of portfolio of such loans.

45: Employee Stock Option Plan (ESOP)The Company has provided an equity settled share based payment scheme to its employees. The details of such share based payment scheme
are as follows:
Pa iculars

Grant

Number ofoptions granted

SATYA ESOP 2018
SATYA ESOP 2018
SATYA ESOP 2018

Grant I
Grant II
Grant III995,200
258,800
170,000

Vesting period(in years)

Vesting conditions

44
4

25% vests every year subject to continuance of service
25% vests every year subject to continuance of service
25% vests every year subject to continuance of service

Exercise period is 3 years from the date of vesting of options.
The expense recognised for employee services received during the year is ₹16.13 million (March 31, 2022: 9.24 million).
(a) The following table lists the input to the Black-Scholes Model used for the options granted by the Company:
Grant I
Grant II
Pa iculars
Date of Grant
Date of Board/Compensation Commi ee approval
Number of options granted
Method of se lemen
Graded vesting period
Day following the expiry of 12 months from grant
Day following the expiry of 24 months from grant
Day following the expiry of 36 months from grant
Day following the expiry of 48 months from grant
Exercise period

Vesting conditions

Weighted average of remaining contractual life in years
Year I
Year II
Year IIIYear IV

Grant IIIMay 01, 2019
October 22, 2018
9,95,200
EquityNovember 05, 2020
November 05, 2020
2,58,800
EquityMay 01, 2022
November 09, 2022
1,70,000
Equity

25%
25%
25%
25%
3 years from the date ofvesting of options

25%
25%
25%
25%
3 years from the date ofvesting of options

25%
25%
25%
25%
3 years from the date ofvesting of options

Minimum period of one
year between Grant of
Options and Vesting of
Options; Vesting Period inany case shall not exceed 5(Five) years from the Grant
Date; Employee must be inservice at the time ofvesting and must neither
be serving his notice fortermination of employment
with the Company nor be
subject to any disciplinary
proceedings pending
against him on the Vesting
Date.

Minimum period of one
year between Grant of
Options and Vesting of
Options; Vesting Period inany case shall not exceed 5(Five) years from the Grant
Date; Employee must be inservice at the time ofvesting and must neither
be serving his notice fortermination of employment
with the Company nor be
subject to any disciplinary
proceedings pending
against him on the Vesting
Date.

Minimum period of one
year between Grant of
Options and Vesting of
Options; Vesting Period inany case shall not exceed 5(Five) years from the Grant
Date; Employee must be inservice at the time ofvesting and must neither
be serving his notice fortermination of employment
with the Company nor be
subject to any disciplinary
proceedings pending
against him on the Vesting
Date.

1.49
0.00
0.99
1.99
2.99

3.10
1.60
2.60
3.60
4.60

4.59
3.08
4.08
5.09
6.09

148

Annual Repo

2023

2022-23(₹ in million unless otherwise stated)(b) The details of activity under Satya ESOP 2018 with an exercise price of ₹ 45 for the year ended March 31, 2023 have beensummarised below:
Grant I
Grant II
Grant IIIPa iculars
2,24,300
74,850
10,200
1,39,250
31,450

1,70,000
1,70,000-(c) Details of stock options granted by the Company:
The Black-Scholes Model has been used for computing the weighted average fair value considering the following:
Grant I
Grant II
Pa iculars
Share price on the date of grant (in Rs.)
Exercise price (in Rs.)
Historic volatility (%)
Life of the options granted in years
Risk free interest rate (%)
Expected dividend rate (%)
Weighted fair value of stock option

6145
37.44%
2.50-5.50
6.85%
0.00%
27.74

CORPORATE OVERVIEW

3,92,465
1,66,636
37,025
1,88,804
1,88,804

Grant III1104548.65%
4.00
5.85%
0.00%
72.94

141
45
62.61%
4.00
7.12%
0.00%
105.93STATUTORY REPORTS

Options outstanding at the beginning of the year
Options granted during the year
Options excerised during the year
Options lapsed during the year
Options outstanding at the end of the year
Options excersiable at the end of the year

46: Disclosure of investing and nancing transactions that do not require the use of cash and cash equivalents

Name of instrument
Equity share capital (including securities premium)Non- Cumulative Compulsorily conve ible preference
shares (including securities premium)
Right-of-use assets
Borrowings*

Opening
Balance

Cash ows

Premium added onconversion ofpreference shares into
equity shares

Conversion

Other

Closing
Balance

4,474.27

225.49

1,097.96

47.74

13.78

5,859.24

600.01

2,082.70(1,097.96)(47.74 )-1,537.01

9.93
22,772.25---(0.93)

13,891.80

-

-

-

9.00
36,664.05

-

12.85

44,069.30

27,856.46
16,199.99
Total* represents debt securities, borrowings (other than debt securities) and subordinated liabilities.

For the year ended March 31, 2022
Name of instrument
Equity share capital (including securities premium)Non- Cumulative Compulsorily conve ible preference
shares (including securities premium)
Right-of-use assets
Borrowings*

Opening
Balance

Cash ows

Premium added onconversion ofpreference shares into
equity shares

Conversion

Other

Closing
Balance

3,925.46

544.90--3.91

4,474.27-

600.01---600.01

0.49
11,270.76

-

-

-

9.44

11,501.49

-

-

-

9.93
22,772.25

-

13.35

27,856.46

15,196.71
12,646.40
Total* represents debt securities, borrowings (other than debt securities) and subordinated liabilities.

149

FINANCIAL STATEMENTS

For the year ended March 31, 2023

Annual Repo

2023

2022-23(₹ in million unless otherwise stated)

47: Additional information required by Reserve Bank of India Master Direction DNBR. PD. 008/03.10.119/2016-17(a) Capital to Risk Assets Ratio (CRAR)
Pa iculars

March 31, 2023

March 31, 2022

19.23%
17.50%
1.73%

22.95%
19.51%
3.44%

1,160.89-

1,150.23-

March 31, 2023

March 31, 2022

35.67

-

CRAR (%)
CRAR-Tier I Capital (%)
CRAR-Tier II Capital (%)
Amount of subordinated debt as (Tier II capital) outstanding
as on reporting dateAmount raised by issue of perpetual debt instruments(b) Exposure to real estate sector
Category

A. Direct exposurea) Residential Mortgages
Lending fully secured by mortgages on residential property that isor will be occupied by the borrower or that is rented. Exposure would
also include non-fund based (NFB) limits.
b) Commercial Real Estate Lending secured by mortgages on commercial real estate(office buildings, retail space, multipurpose commercial premises,
multifamily residential buildings, multi tenanted commercial premises,industrial or warehouse space, hotels, land acquisition, development
and construction, etc.). Exposure would also include non-fund based(NFB) limits.
c) Investments in Mortgage-Backed Securities (MBS) and othersecuritized exposures (i)Residential(ii)Commercial Real Estate

-

-

-

-

B. Indirect exposure:Fund based and non-fund based exposures on National Housing
Bank and Housing Finance Companies.
Total Exposure to Real Estate Sector

-

-

35.67

-

(c) The Company has no loans outstanding as at March 31, 2023 and March 31, 2022 that are secured against gold.
(d) The Company does not have any exposure to exchange traded funds as of March 31, 2023 and March 31, 2022.

(e) Asset liability management:

Maturity pa ern of assets and liabilities as on March 31, 2023:
Pa iculars

1 to 7days

8 to 14days

15 days to
30 /31 days

1 to 2months2 to 3months3 to 6months6 months
to 1 year

1 to 3years

3 to 5years

Over 5
years

Total

Borrowings

683.87229.73532.66

1,460.43

1,311.84

5,117.44

8,094.69

14,279.13

4,629.76-

36,339.55

Advances *1,236.40

304.58286.18

1,670.39

1,974.58

6,197.73

9,233.92

16,929.92

105.9465.85

38,005.49

Investments

-

-

31.40

22.81

22.81

68.44

416.92547.50148.99474.53

1,733.40

Foreign Currency liabilities

-

-

-

-

-

-

-

324.50--324.502 to 3months3 to 6months6 months
to 1 year

1 to 3years

3 to 5years

Over 5
years

Total

* net of provision for expected credit loss on Stage III loans.

Maturity pa ern of assets and liabilities as on March 31, 2022:
1 to 7days

8 to 14days

15 days to
30 /31 days

1 to 2monthsBorrowings

1,493.11

179.29330.71932.801,142.92

2,629.86

4,565.96

7,392.14

2,326.00

1,779.46

22,772.25

Advances *1,083.55

259.16107.78874.41

1,050.32

3,244.39

5,856.91

10,682.38

140.1763.10

23,362.17

Investments

-

-

-

-

-

-

-

-

-

46.36

46.36

Foreign Currency liabilities

-

-

-

-

-

-

-

-

-

-

-

Pa iculars* net of provision for expected credit loss on Stage III loans.

(f) Instances of fraud:
March 31, 2023

March 31, 2022

Number of cases

3-

Amount of fraud

2.58

-

Pa iculars

March 31, 2023

March 31, 2022

The notional principal of swap agreements

329.48
6.95

-

-

-

Pa iculars(g) Derivatives:
Forward Rate Agreement / Interest Rate Swap

Losses which would be incurred if counterparties failed to fulfil their
obligations under the agreements
Collateral required by the applicable NBFC upon entering into swaps
Concentration of credit risk arising from the swaps
The fair value of the swap book

-

-

6.95

-

150

Annual Repo

2023

2022-23(₹ in million unless otherwise stated)(h) Ratings assigned by credit rating agencies and migration of ratings during year ended March 31, 2023:

1

Long term bank facilities

2
3
4Long term bank facilities
Long term bank facilities
Non-conve ible debentures5

Non-conve ible debentures

6

Non-conve ible debentures

Acuite Rating &Research Ltd
ICRA Limited
CRISIL Ratings Limited
Acuite Rating &Research Ltd
Acuite Rating &Research Ltd
India Ratings &7-Dec-22

ACUITE BBB+/Stable

Refer note 13,000.00

1-Feb-23
30-Jan-23
7-Dec-22[ICRA]BBB/Positive
CRISIL BBB/Stable
ACUITE BBB+/Stable

Refer note 1
Refer note 1
Refer note 1

9,250.00
3,000.00
1,050.00

7-Dec-22

PP-MLD ACUITE BBB+/Stable

Refer note 1

1,000.00

13-Mar-23

IND BBB+/Stable

Refer note 1

3,100.00

CRISIL BBB/Stable[ICRA]BBB/Positive
PP-MLD [ICRA]BBB/Positive[ICRA]BBB/Positive[ICRA]BBB/Positive[ICRA]A(SO)[ICRA]A(SO) for PTC Series A1,[ICRA]A-(SO) for PTC Series A2[ICRA]A(SO)

Refer note 1
Refer note 1
Refer note 1
Refer note 1
Refer note 1
Refer note 1

1,830.00
4,215.00
200.00250.00800.00202.50

Refer note 1445.80

Refer note 1

980.20CORPORATE OVERVIEW

Date ofrating

7
8
9
10
11
12

Non-conve ible debentures
Non-conve ible debentures
Market Linked debentures
Tier-II Bonds Programme
Subordinated Debt
Securitization

CRISIL Ratings Limited
ICRA Limited
ICRA Limited
ICRA Limited
ICRA Limited
ICRA Limited

3-Jun-22
1-Feb-23
1-Feb-23
1-Feb-23
1-Feb-23
23-May-22

13

Securitization

ICRA Limited

3-Oct-22

Securitization

ICRA Limited

25-Nov-22

14

Note 1: The rating is subject to annual surveillance till nal repayment/redemption of rated facilities.

STATUTORY REPORTS

Research Private Limited

Ratings assigned by credit rating agencies and migration of ratings during year ended March 31, 2022:

1

Long term bank facilities

Acuite Rating & Research Ltd 3-Feb-22

2

Long term bank facilities

ICRA Limited

24-Jan-22

3

Long term bank facilities

CRISIL Ratings Limited

13-Jan-224

Non-conve ible debentures

CRISIL Ratings Limited

13-Jan-225

Non-conve ible debentures

ICRA Limited

17-Mar-22

6

Non-conve ible debentures

ICRA Limited

24-Mar-22

7Market linked debentures

ICRA Limited

17-Mar-22

8

Tier-II bonds

ICRA Limited

17-Mar-22

9Subordinated debt

ICRA Limited

17-Mar-22

10Subordinated debt

ICRA Limited

25-Feb-22

11

Securitization

ICRA Limited

15-Sep-21

12

Securitization

ICRA Limited

15-Sep-21

13

Securitization

ICRA Limited

27-Oct-21

14

Securitization

ICRA Limited

2-Jul-21

15

Securitization

ICRA Limited

6-Oct-21

16

Securitization

ICRA Limited

4-Apr-22

ACUITE A- Stable[ICRA]BBB (Stable)
CRISIL BBB/Stable
CRISIL BBB/Stable[ICRA]BBB (Stable)[ICRA]BBB (Stable)
PP-MLD [ICRA]BBB (Stable)[ICRA]BBB (Stable)[ICRA]BBB (Stable)[ICRA]BBB (Stable)[ICRA]A(SO) for PTC Series A1,[ICRA]A-(SO) for PTC Series A2[ICRA]A-(SO) for PTC Series A1,[ICRA]BBB+(SO) for PTC Series A2[ICRA]A(SO) for PTC Series A1[ICRA]A-(SO) for PTC Series A1,[ICRA]BBB+(SO) for PTC Series A2[ICRA]A-(SO) for PTC Series A1,[ICRA]BBB+(SO) for PTC Series A2
Provisional [ICRA]A(SO) for PTC Series A1

Refer note 1

1,500.00

Refer note 16,000.00

Refer note 13,000.00

Refer note 1

1,520.00

Refer note 1

3,580.00

Refer note 1260.00

Refer note 1

350.00

Refer note 1

250.00

Refer note 1800.00

Refer note 1

300.00

Refer note 1

200.27

Refer note 1

303.32

Refer note 1

765.37

Refer note 1309.52

Refer note 1

271.24

Refer note 1

202.51

Note 1: The rating is subject to annual surveillance till nal repayment/redemption of rated facilities.

(i) Concentration of advances, exposures and non-pe orming assets:
Pa iculars
Concentration of advances
Total advances to twenty largest borrowers
Percentage of advances to twenty largest borrowers to total advances
Concentration of exposures*
Total exposure to twenty largest borrowers
Percentage of exposure to twenty largest borrowers to total exposure
Concentration of non-performing assets
Total exposure to top four non-performing assets

March 31, 2023

March 31, 2022

3
87.85
0.23%

106.27
0.45%

46.81
0.12%

88.88
0.38%

1.70

0.60

March 31, 2023

March 31, 2022

3
1.34%
0.00%
0.00%
0.00%
0.00%
0.00%
1.08%

2.60%
0.00%
0.00%
0.00%
0.00%
0.00%
6.82%

* represents amount outstanding as per contract with customers.

(j) Sector-wise non-pe orming assets:
Pa iculars
SectorAgriculture and allied activities
MSME
Corporate borrowers
Services
Unsecured personal loans
Auto loans
Personal loans

151

FINANCIAL STATEMENTS

Date ofratingAnnual Repo

2023(₹ in million unless otherwise stated)(k) Movement of non-performing assets (NPAs):
Pa iculars
Net NPAs to net advances (%)
Movement of NPAs (gross)
1.Balance at the beginning of the year
2.Additions during the year
3.Reductions during the year
4.Balance at the end of the year
Movement of NPAs (net)
1.Balance at the beginning of the year
2.Additions during the year
3.Reductions during the year
4.Balance at the end of the year
Movement of provision for NPAs
1.Balance at the beginning of the year
2.Provisions made during the year
3.Write-off/excess provision written back4.Balance at the end of the year2022-23

March 31, 2023

March 31, 2022

0.47%

2.53%

785.44
1,942.85(2,231.35)
496.94191.95727.49(134.00)
785.44586.31
1,615.62(2,022.54)
179.3980.16
516.74(10.59)586.31

199.13327.23(208.81)317.55111.79210.75(123.41)199.13(l) The Company has not made any drawdown from reserves during the year ended March 31, 2023 and March 31, 2022.
(m) Investments:
Pa iculars
1. Value of investments(i) Gross value of investments(a)In India(b)Outside India(ii) Provision for depreciation(a)In India(b)Outside India(iii) Net value of investments(a)In India(b) Outside India
2. Movement of provisions held towards deprecation
Opening balance
Add: Provision made during the year
Less: Write off/write backClosing balance(n) Details relating to securitization:

March 31, 2023

March 31, 2022

1,733.40
-

46.36
-

-

-

1,733.40
-

46.36
-

-

-

During the year, the Company has sold loans through securitization. The information on securitization activities is as under:
March 31, 2023
Pa iculars
Total number of loans securitized
40,617
Total book value of loans securitized (including over collateral)
1,598.60
Sale consideration received for loans securitized
1,426.01
Credit enhancements provided
142.03
Above Credit enhancement includes only fixed deposit provided in the form of Cash collateral.

March 31, 2022
57,137
1,918.02
1,742.70
171.75

Under Ind AS 109, securitized loan assets does not meet de-recognition criteria and accordingly, the Company continues to recognize suchloan assets and in addition recognizes a liability for the amount received Accordingly, securitized loan assets and related liability is measured atamortised cost using effective interest method.
Pa iculars
1. No. of SPVs sponsored by the NBFC for securitizationtransactions
2. Total amount of securitized assets as per the books of the SPVs
sponsored by the NBFC
3. Total amount of exposures retained to comply with minimum
retention requirement (‘MRR’) as on the date of balance sheeta) O balance sheet exposures- First loss
- Othersb) On balance sheet exposures- First loss (cash collateral)- Others (over collateral)

March 31, 2023

March 31, 2022
3

61,052.23

998.23358.65396.98--168.44190.21

198.37
198.61

-

-

-

-

-

-

4. Amount of exposures to securitization transactions other than MRR:a) O balance sheet exposuresi) Exposure to own securitizations- First loss
- Othersii) Exposure to third pa y securitizations- First loss
- Others

Contd...

152

Annual Repo

2023

2022-23(₹ in million unless otherwise stated)

-

-

-

1,628.52

2,052.22

-

-

-

-

358.65396.98

-

-

-

-

-

-

10. Investor complaints (a) Directly/Indirectly received and; (b)Complaints outstanding

CORPORATE OVERVIEW-

6. Form and quantum (outstanding value) of services provided by
way of, liquidity suppo , post-securitization asset servicing, etc.
7. Pe ormance of facility provided. Please provide separately foreach facility viz. Credit enhancement, liquidity suppo , servicing
agent etc. Mention percent in bracket as of total value of facility
provided(a) Amount paid(b) Repayment received(c) Outstanding amount
8. Average default rate of po folios observed in the past. Pleaseprovide breakup separately for each asset class i.e. RMBS, Vehicle
Loans etc.
9. Amount and number of additional/top up loan given on sameunderlying asset. Please provide breakup separately for each asset
class i.e. RMBS, Vehicle Loans etc.

March 31, 2022

STATUTORY REPORTS

March 31, 2023

FINANCIAL STATEMENTS

Pa icularsb) On balance sheet exposuresi) Exposure to own securitizations- First loss
- Othersii) Exposure to third pa y securitizations- First loss
- Others
5. Sale consideration received for the securitized assets andgain/loss on sale on account of securitization(o) (i) Details of assignment transactions undertaken
Pa iculars
No. of accounts sold during the year
Aggregate value of accounts sold during the year
Aggregate consideration received during the year
Additional consideration realized in respect of accounts
transferred in earlier years
Aggregate gain/(loss) over net book value(ii) Details of assignment purchased

March 31, 2023

Pa iculars
No. of accounts purchased during the year
Aggregate value of accounts purchased during the year
Aggregate consideration paid during the year

March 31, 2023

March 31, 2022

329,921
10,684.91
10,684.91-

138,623
3,785.21
3,785.21-

1,160.99

366.57613
221.88221.88March 31, 2022
308
150.71150.71(p) The Company has transferred certain stressed loans -refer note 44 (c ).
(q) The Company has not purchased non-performing financial assets during the year ended March 31, 2023 and March 31, 2022.
(r) Unsecured loan and advances – refer note 7(s) Registration obtained from other financial sector regulators:
Since the Company has listed Non-Convertible Debentures, the Company is also subject to various compliances/guidelines as stipulated by
Securities and Exchange Board of India (SEBI) as financial regulator. There is not specific registration from SEBI for the Company.
(t) No penalties have been imposed on the Company by RBI and other regulators other than certain late submission fees with certain
statutory bodies during the year ended March 31, 2023 .
(u) Provisions and contingencies (shown under expenses in standalone statement of profit and loss):
March 31, 2023
Pa iculars
Provision for income-tax
Provision towards NPA
Provision for standard assets
Provision for gratuity (including re-measurement gains/(losses)
on de ned bene t plans)
Provision for leave encashment

March 31, 2022

68.64
464.3646.90
13.27

102.1187.34(40.04)
7.02

38.94

17.30

(v) The Company has no unhedged foreign currency exposure as at March 31, 2023 and March 31, 2022.
(w) Information on Net Interest Margin
March 31, 2023
March 31, 2022
Pa iculars
Average interest charged (A)19.34%
19.75%
Average e ective cost of borrowing (B)11.48%
11.23%Net Interest margin (A-B)
7.86%
8.52%
1. Interest income considered for computation of “average interest charged” excludes loan processing fee collected from customers inaccordance with para 54 (vi) of the RBI Master Directions. As per Ind AS 109, such loan processing fee forms part of interest income in the Ind
AS financial statements.
2. Average loan outstanding considered for computation of “average interest charged” is gross of the impairment allowance and unamortized
portion of loan processing fee. As per Ind AS 109, such allowance is adjusted from the loan balance in the Ind AS financial statements.

153

Annual Repo

2023(₹ in million unless otherwise stated)

48: Prudential floor for impairment loss allowance March 31,2023
Asset classification
under RBI norms
(1)

Asset
Gross carrying
classification
amount as perunder Ind AS 109
Ind AS(2)(3)

2022-23

Loss allowance
as required
under Ind AS 109

Net carrying
amountProvisionrequired as per
IRACP norms*

Difference between
Ind AS 109 provisions
and IRACP(4)(5) = (3) -(4)(6)(7) = (4) - (6)Performing Assets
Standard assets

Stage I

37,646.18

57.36

37,588.82

360.17(302.81)

Stage II

179.9245.09

134.83

1.53

43.56

37,826.10

102.4537,723.65

361.70(259.25)

Subtotal (A)Non-performing assets
Sub-Standard assets

Stage III496.94317.55179.394.35

313.20

Doub ul assets

Stage III

-

-

-

-

-

Upto 1 year

Stage III

-

-

-

-

-

1 to 3 years

Stage III

-

-

-

-

-

More than 3 years

Stage III

-

-

-

-

-

Loss assets

Stage III

Subtotal (B)Total (A+B)

-

-

-

-

-

496.94317.55179.394.35

313.20Stage I

37,646.18

57.36

37,588.82

360.17(302.81)

Stage II

179.9245.09

134.83

1.53

43.56

Stage III496.94317.55179.394.35

313.2038,323.04

420.0037,903.04

366.05

53.95

Loss allowance
as required
under Ind AS 109

Net carrying
amountProvisionrequired as per
IRACP norms*

Difference between
Ind AS 109 provisions
and IRACP(4)(5) = (3) -(4)(6)(7) = (4) - (6)Total

Prudential floor for impairment loss allowance March 31,2022
Asset classification
under RBI norms
(1)

Asset
Gross carrying
classification
amount as perunder Ind AS 109
Ind AS(2)(3)

Performing Assets
Standard assets

Stage I
Stage II

Subtotal (A)21,809.13

35.93

21,773.20

224.16(188.23)

913.00164.90748.10

66.87

98.03

22,722.13

200.8322,521.30

291.03(90.20)199.13640.0469.61

129.52

Non-performing assets
Sub-Standard assets

Stage III839.17

Doub ul assets

Stage III

-

-

-

-

-

Upto 1 year

Stage III

-

-

-

-

-

1 to 3 years

Stage III

-

-

-

-

-

More than 3 years

Stage III

-

-

-

-

-

Stage III

-

-

-

-

-

839.17199.13640.0469.61

129.52

Loss assets
Subtotal (B)Total (A+B)

Stage I

21,809.13

35.93

21,773.20

224.16(188.23)

Stage II

913.00164.90748.10

66.87

98.03

Stage III839.17199.13640.0469.61

129.52

23,561.30

399.9623,161.34

360.64

39.32

Total

* The provision required as per IRACP norms has been calculated on the aggregate loan portfolio after derecognizing the securitized assets which meets the de-recognition criteria
under the previous GAAP.

154

Annual Repo

2023

2022-23

49: The following disclosures have been given in terms of Master Direction DNBR. PD. 008/03.10.119/2016-17 (Updated
as on February 17, 2020) - Master Direction - Non-Banking Financial Company - Systemically Important Non-Deposit
taking Company and Deposit taking Company (Reserve Bank) Directions, 2016

Amountoverdue

9,733.10
1,692.39
23,919.67--

1,001.38
15.96
8.55
308.96

-

-

-

-

-

CORPORATE OVERVIEW

Liabilities side
Loans and advances availed by the non-banking financial company inclusive of interest
accrued thereon but not paid:(a)Debentures : Secured: Unsecured(other than falling within the meaning of public deposits*)(b)
Deferred Credits(c)Term Loans
Inter-corporate loans and borrowing(d)(1)
Commercial Paper(e)
Public Deposits(f)Other Loans:
Liability against securitised assets
Liability against leased assets(g)
Car Loan
Overdra facility
Break-up of (1)(f) above (Outstanding public deposits inclusive of interest accrued
thereon but not paid):
In the form of Unsecured debentures(a)(2)
In the form of pa ly secured debentures i.e. debentures where there is a(b)
sho fall in the value of security
Other public deposits
Assets side
Break-up of Loans and Advances including bills receivables [other than thoseincluded in (4) below]:(3) (a)Secured(b)
Unsecured
Break up of Leased Assets and stock on hire and other assets counting towards asset
financing activities
Lease assets including lease rentals under sundry debtors(i) (a)Financial lease
Operating lease
(b)
Stock
on hire including hire charges under sundry debtors(4)(ii) (a)Assets on hire
Repossessed Assets(b)Other loans counting towards asset nancing activities
Loans where assets have been repossessed(iii) (a)(b)
Loans other than (a) above
Break-up of Investments
Current Investments
QuotedShares(a) Equity(i)(b) Preference(1)(ii)
Debentures and Bonds(iii)
Units of mutual funds(iv)
Government Securities(5)
Others (please specify)(v)
Unquoted
Shares(a) Equity(i)(b) Preference(2)(ii)
Debentures and Bonds(iii)
Units of mutual funds(iv)
Government Securities
Others (please specify)(v)Long Term investments
Quoted(₹ in million unless otherwise stated)

Amountoutstanding

STATUTORY REPORTS

Pa iculars-

Amount outstanding

FINANCIAL STATEMENTS

Schedule to the Balance Sheet of a NBFC for the year ended March 31, 2023-

362.5637,960.48---

Contd...

155

Annual Repo

2023

2022-23(₹ in million unless otherwise stated)(5)

Shares(a) Equity(i)(b) Preference(1) (ii)
Debentures and Bonds(iii)
Units of mutual funds(iv)
Government Securities
Others (please specify)(v)
Unquoted
Shares(a) Equity(i)(b) Preference(2)(ii)
Debentures and Bonds(iii)
Units of mutual funds(iv)
Government Securities
Others (please specify)(v)
Borrower group-wise classification of assets financed as in (3) and (4) above:
Category-

472.101,261.30
Amount net of provisions
SecuredAmount net of provisions
Unsecured
Total

1.

Related Pa ies(a)Subsidiaries
Companies in the same group(b)
Other related pa ies
Other than related pa ies
2.
37,903.04
37,542.56
360.4837,542.56 37,903.04
360.48Total
Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted) :Market Value / Break up or fair
Category
Book Value (Net of Provisions)value or NAV
Related Pa ies
472.10472.10(a)
Subsidiaries(7) 1. (b)Associates
Companies in the same group
Other related pa ies(d)Other than related pa ies
1,261.30
1,261.30
2.
1,733.40
Total
1,733.40
Other Information
Amount
Pa iculars
Amount net of provisions
Gross Non-Pe orming Assets
Related pa ies(i) (a)Other than related pa ies(8)(b)
496.94
Amount net of provisions
Net Non-Pe orming Assets
Related pa ies(ii) (a)Other than related pa ies(b)179.39Assets acquired in satisfaction of debt
(iii)
(6)

Schedule to the Balance Sheet of a NBFC for the year ended March 31, 2022
Pa iculars
Liabilities side
Loans and advances availed by the non-banking financial company inclusive ofinterest accrued thereon but not paid:(a)Debentures : Secured: Unsecured(other than falling within the meaning of public deposits*)(b)
Deferred Credits(c)Term Loans(1) (d)Inter-corporate loans and borrowing
Commercial Paper(e)
Public Deposits(f)Other Loans:
Liability against securitised assets
Liability against leased assets(g)Overdra facility

Amountoutstanding

Amountoverdue

5,285.46
1,054.27
14,140.88--

963.1817.08
1,328.46

Contd...

156

Annual Repo

2023

2022-23

Amountoutstanding

Amountoverdue

-

-

-

-

Amount outstanding-

STATUTORY REPORTS

23,561.30-

FINANCIAL STATEMENTS

Liabilities side
Break-up of (1)(f) above (Outstanding public deposits inclusive of interest accrued
thereon but not paid):
In the form of Unsecured debentures(a)(2)
In the form of pa ly secured debentures i.e. debentures where there is a(b)
sho fall in the value of security
Other public deposits
Assets side
Break-up of Loans and Advances including bills receivables [other than thoseincluded in (4) below]:(3) (a)Secured(b)
Unsecured
Break up of Leased Assets and stock on hire and other assets counting towards
asset financing activities:
Lease assets including lease rentals under sundry debtors(i) (a)Financial lease
Operating lease
(b)
Stock
on hire including hire charges under sundry debtors(4)(ii) (a)Assets on hire
Repossessed Assets(b)Other loans counting towards asset nancing activities
Loans where assets have been repossessed(iii) (a)(b)
Loans other than (a) above
Break-up of Investments
Current Investments
QuotedShares(a) Equity(i)(b) Preference(1)(ii)
Debentures and Bonds(iii)
Units of mutual funds(iv)
Government Securities
Others (please specify)(v)
Unquoted
Shares(a) Equity(i)(b) Preference(2)(ii)
Debentures and Bonds(iii)
Units of mutual funds(iv)
Government Securities
Others (please specify)(5)(v)
Long Term investments
QuotedShares(a) Equity(i)(b) Preference(1) (ii)
Debentures and Bonds(iii)
Units of mutual funds(iv)
Government Securities(1)
Others (please specify)(v)
Unquoted
Shares(a) Equity(i)(b) Preference(2)(ii)
Debentures and Bonds(iii)
Units of mutual funds(iv)
Government Securities
Others (please specify)(v)

CORPORATE OVERVIEW(₹ in million unless otherwise stated)

Pa iculars

-

-

-

46.36
-

Contd...

157

Annual Repo

2023

2022-23(₹ in million unless otherwise stated)

Pa iculars

Amountoutstanding

Liabilities side
Borrower group-wise classification of assets financed as in (3) and (4) above:

AmountoverdueAmount net of provisions

Category

SecuredAmount net of provisions
Unsecured
Total

1.

Related Pa ies(a)Subsidiaries
Companies in the same group(b)
Other related pa ies
Other than related pa ies
2.
23,161.34
23,161.34
23,161.34
23,161.34
Total
Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted) :Market Value / Break up or fair
Category
Book Value (Net of Provisions)value or NAV
Related Pa ies(a)Subsidiaries(7) 1. (b)
46.36
46.36
Associates
Companies in the same group
Other related pa ies(d)Other than related pa ies
2.
46.36
Total
46.36
Other information
Amount
Pa iculars
Amount net of provisions
Gross Non-Pe orming Assets
Related pa ies(i) (a)Other than related pa ies(8)(b)
785.44
Amount net of provisions
Net Non-Pe orming Assets
Related pa ies(ii) (a)Other than related pa ies(b)586.31
Assets acquired in satisfaction of debt
(iii)
6)

50: Public disclosure on liquidity risk for the year ended March 31, 2023
The following disclosures have been given in terms of Master Direction DNBR. PD. 008/03.10.119/2016-17 (Updated as on May 2, 2022) Master Direction - Non-Banking Financial Company - Systemically Impo ant Non-Deposit taking Company and Deposit taking Company(Reserve Bank) Directions, 2016(i) Funding Concentration based on signi cant counterpa y (both deposits and borrowings)
S. No
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
23.
24.

Number of Significant Counterparties
Amount *2,329.94
IDFC FIRST Bank Limited
2,258.00
Blue Orchard Finance Limited
2,170.00
Small Industries Development Bank of India
2,050.00
FMO Entrepreneurial Development Bank
1,905.00
ResponsAbility India Business Advisors Pvt. Ltd.
1,871.93
ICICI Bank Limited
1,619.05
Bandhan Bank Limited
1,279.91
Jana Small Finance Bank Limited
1,163.84
Federal Bank Limited
1,000.00
GMO-Z.com Payment Gateway India Credit Fund 1
1,000.00
National Bank For Agriculture And Rural Development
972.52
State Bank of India
944.17
Kotak Mahindra Bank Limited
908.33MAS Financial Services Limited
650.00Standard Cha ered Bank
610.00GOJO & Company, INC.
587.50Kisetsu Saison Finance (India) Private Limited
568.75
The Hongkong and Shanghai Banking Corporation Limited
527.16
Punjab National Bank
512.54
No hern Arc Capital Limited
467.00Global Access Fund LP
437.50Yes Bank Limited
395.83
Maanveeya Development & Finance Private Limited
383.33Vivriti India Impact Bond Fund
26,612.30
Total% of Total Deposits
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA

% of Total Liabilities
6.10%
5.91%
5.68%
5.37%
4.99%
4.90%
4.24%
3.35%
3.05%
2.62%
2.62%
2.55%
2.47%
2.38%
1.70%
1.60%
1.54%
1.49%
1.38%
1.34%
1.22%
1.15%
1.04%
1.00%
69.69%*represents the contractual amount.

(ii) Top 20 large deposits (₹ in million and % of total deposits)-Since the Company is NBFC-MFI (NDSI), hence this disclosure is not applicable.

158

Annual Repo

2023(iii) Top 10 borrowings (₹ in million and % of total borrowings)
Pa icular of Lenders
IDFC FIRST Bank Limited
Blue Orchard Finance Limited
Small Industries Development Bank of India
FMO Entrepreneurial Development Bank
ResponsAbility India Business Advisors Pvt. Ltd.
ICICI Bank Limited
Bandhan Bank Limited
Jana Small Finance Bank Limited
Federal Bank Limited
GMO-Z.com Payment Gateway India Credit Fund 1(₹ in million unless otherwise stated)

Amount * % of Total Borrowings
2,329.94
6.35%
2,258.00
6.16%
2,170.00
5.92%
2,050.00
5.59%
1,905.00
5.20%
1,871.93
5.11%
1,619.05
4.42%
1,279.91
3.49%
1,163.84
3.17%
1,000.00
2.73%

CORPORATE OVERVIEW

S. No
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.

2022-23

Public disclosure on liquidity risk for the year ended March 31, 2022
The following disclosures have been given in terms of Master Direction DNBR. PD. 008/03.10.119/2016-17 (Updated as on May 2, 2022) Master Direction - Non-Banking Financial Company - Systemically Impo ant Non-Deposit taking Company and Deposit taking Company(Reserve Bank) Directions, 2016(i) Funding Concentration based on signi cant counterpa y (both deposits and borrowings)% of Total Deposits
Number of Significant Counterparties
Amount *S. No
1.
1,978.00
NABlue Orchard Finance Limited
2.
1,905.00
NA
ResponsAbility India Business Advisors Pvt. Ltd.
3.
1,746.45
NA
ICICI Bank Limited
4.
1,437.95
NA
IDFC FIRST Bank Limited
5.
1,316.27
NA
Jana Small Finance Bank Limited
6.
1,154.76
NA
Bandhan Bank Limited
7.
861.11
NA
Punjab National Bank8.
707.50NA
Federal Bank Limited
9.
693.32NA
No hern Arc Capital Limited
10.
637.50NA
MAS Financial Services Limited
11.
569.00NA
Kotak Mahindra Bank Limited
12.
468.60NA
Canara Bank
13.
466.67NA
Vivriti India Impact Bond Fund
14.
452.38NA
The Hongkong and Shanghai Banking Corporation Limited
15.
448.64NA
No h East Small Finance Bank Ltd
16.
410.00NA
Small Industries Development Bank of India
17.
378.79NA
State Bank of India
18.
366.67
NA
Nabkisan Finance Limited
19.
362.50NA
Maanveeya Development & Finance Private Limited
20.
300.00NA
GMO-Z.com Payment Gateway India Credit Fund21.
300.00NA
Kisetsu Saison Finance (India) Private Limited
22.
300.00NA
No hern Arc India Impact Trust / Fund23.
294.77NA
Vivriti Capital Private Limited
24.
282.19NA
Utkarsh Small Finance Bank Limited
25.
NA
Creation Investments FPI, LLC and Vivriti Capital Private Limited 260.00
26.
250.00NA
Piramal Capital & Housing Finance Limited
18,348.08
Total
NA% of Total Liabilities
8.47%
8.16%
7.48%
6.16%
5.64%
4.95%
3.69%
3.03%
2.97%
2.73%
2.44%
2.01%
2.00%
1.94%
1.92%
1.76%
1.62%
1.57%
1.55%
1.28%
1.28%
1.28%
1.26%
1.21%
1.11%
1.07%
78.58%*represents the contractual amount.

159

FINANCIAL STATEMENTS(iv) Funding Concentration based on signi cant instrument/product (₹ in million and % of total liabilities)% of Total Liabilities
Name of Instrument/ProductAmountS. No
27.12%
Non Conve ible Debentures
10,360.69
1.
62.35%
Term Loans
23,823.58
2.
3.45%
Others (includes Bank Overdra , Securitization and
1,318.89
3.
Car Loan)
3.04%
Subordinated Debt
1,160.89
4.
36,664.05
Total
95.96%(v) Stock Ratios:
RatiosMarch 31, 2023
S. No
Commercial
Paper(Original
Maturity
of
less
than
1
year)
as
a
%
of
Total
PublicFund,
NA
1.
Total Liabilities and Total Assets
Non-conve ible debentures (Original Maturity of less than 1 year) as a % of Total
2.
NA
Public Fund, Total Liabilities and Total Assets
Other Sho -term liabilities as a % of Total Public Funds
4.75%
3.
4.56%
Other Sho -term liabilities as a %of Total Liabilities
3.74%
Other Sho -term liabilities as a % of Total Assets(vi) Institutional set-up for liquidity risk management
The Company’s Board of Directors has the overall responsibility for the establishment and oversight of the risk management framework.
The Board of Directors has established the Risk Management Commi ee (RMC) and the Asset and Liability Management Commi ee(ALCO). The position of all perceived risks is periodically put up to the RMC which critically evaluates the same and provides operational
and policy guidance to the Company which paves way for an e ective risk management so as to safeguard the interest of the Company.
ALCO manages the liquidity and interest rate risk in a dynamic situation by measuring, monitoring and taking appropriate steps. ALCO is
responsible for pu ing in place a comprehensive and dynamic framework to measure, monitor and manage the liquidity and interest ratetaking into account the rates in nancial system by closely integrating it with the business strategy of the Company.

STATUTORY REPORTS*represents the contractual amount.

Annual Repo

2023(ii) Top 20 large deposits (₹ in million and % of total deposits)-Since the Company is NBFC-MFI (NDSI), hence this disclosure is not applicable.
(iii) Top 10 borrowings (₹ in million and % of total borrowings)
Pa icular of Lenders
S. No
1.
Blue Orchard Finance Limited
2.
ResponsAbility India Business Advisors Pvt. Ltd.
3.
ICICI Bank Limited
4.
IDFC FIRST Bank Limited
5.
Jana Small Finance Bank Limited
6.
Bandhan Bank Limited
7.
Punjab National Bank
8.
Federal Bank Limited
9.
No hern Arc Capital Limited
10.
MAS Financial Services Limited

2022-23(₹ in million unless otherwise stated)

Amount * % of Total Borrowings
1,978.00
8.68%
1,905.00
8.36%
1,746.45
7.66%
1,437.95
6.31%
1,316.27
5.78%
1,154.76
5.07%
861.11
3.78%
707.503.10%
693.32
3.04%
637.502.80%*represents the contractual amount.

(iv) Funding Concentration based on signi cant instrument/product (₹ in million and % of total liabilities)% of Total Liabilities
Name of Instrument/ProductAmount22.64%
Non Conve ible Debentures
5,285.46
60.15%
Term Loans
14,044.92
9.81%
Others (includes Bank Overdra and Securitization)
2,291.64
4.93%
Subordinated Debt
1,150.23
22,772.25
Total
97.54%(v) Stock Ratios:
RatiosMarch 31, 2022
S. No
Commercial
Paper(Original
Maturity
of
less
than
1
year)
as
a
%
of
Total
PublicFund,
NA
1.
Total Liabilities and Total Assets
Non-conve ible debentures (Original Maturity of less than 1 year) as a % of Total PublicNA
2.
Fund, Total Liabilities and Total Assets
Other Sho -term liabilities as a % of Total Public Funds
8.59%
7.97%
Other Sho -term liabilities as a %of Total Liabilities
3.
6.44%
Other Sho -term liabilities as a % of Total Assets(vi) Institutional set-up for liquidity risk management
The Company’s Board of Directors has the overall responsibility for the establishment and oversight of the risk management framework.
The Board of Directors has established the Risk Management Commi ee (RMC) and the Asset and Liability Management Commi ee(ALCO). The position of all perceived risks is periodically put up to the RMC which critically evaluates the same and provides operational
and policy guidance to the Company which paves way for an e ective risk management so as to safeguard the interest of the Company.
ALCO manages the liquidity and interest rate risk in a dynamic situation by measuring, monitoring and taking appropriate steps. ALCO is
responsible for pu ing in place a comprehensive and dynamic framework to measure, monitor and manage the liquidity and interest ratetaking into account the rates in nancial system by closely integrating it with the business strategy of the Company.
S. No
1.
2.
3.
4.

160

Annual Repo

2023

2022-23(₹ in million unless otherwise stated)

March 31, 2022

i) Direct investment in equity shares, conve ible bonds, conve ible
debentures and units of equity oriented mutual funds the corpus ofwhich is not exclusively invested in corporate debt--ii) Advances against shares / bonds / debentures or other securities oron clean basis to individuals for investment in shares (including IPOs /ESOPs), conve ible bonds, conve ible debentures, and units of equity
oriented mutual funds--iii) Advances for any other purposes where shares or conve ible bonds
or conve ible debentures or units of equity oriented mutual funds aretaken as primary security--iv) Advances for any other purposes to the extent secured by thecollateral security of shares or conve ible bonds or conve ible
debentures or units of equity oriented mutual funds i.e. where theprimary security other than shares / conve ible bonds / conve ible
debentures / units of equity oriented mutual funds does not fully cover
the advances--v) Secured and unsecured advances to stockbrokers and guarantees
issued on behalf of stockbrokers and market makers--vi) Loans sanctioned to corporates against the security of shares /bonds / debentures or other securities or on clean basis for meetingpromoter’s contribution to the equity of new companies in anticipationof raising resources--vii) Bridge loans to companies against expected equity ows / issues--viii) Underwriting commitments taken up by the NBFCs in respect ofprimary issue of shares or conve ible bonds or conve ible debenturesor units of equity oriented mutual funds--ix) Financing to stockbrokers for margin trading

-

-

-

-

-

-

March 31, 2023

March 31, 2022

4
132
124
0
12

0
170
166
0
4

70

16

70

16

0

0

0

0

0

0

FINANCIAL STATEMENTSSTATUTORY REPORTS

March 31, 2023

Pa iculars

CORPORATE OVERVIEW

51: Additional information required by Reserve Bank of India vide circular no. DOR.ACC.REC.No.20/21.04.018/2022-23(a) Exposure to capital marketx) All exposures to Alternative Investment Funds:(i) Category I(ii) Category II(iii) Category III
Total Exposure to Capital Market(b) Disclosure of complaints:
Pa icular of Lenders
S. No
Complaints received by the NBFC from its customers
Number of complaints pending at beginning of the year
1
Number of complaints received during the year
2
Number of complaints disposed during the year3
Of which, number of complaints rejected by the NBFC
3.1
Number of complaints pending at the end of the year
4
Maintainable complaints received by the NBFC from Office ofOmbudsman
Number of maintainable complaints received by the NBFC from5.*
Office of Ombudsman
Of 5, number of complaints resolved in favour of the NBFC by
5.1.
Office of Ombudsman
Of 5, number of complaints resolved through conciliation/
5.2.
mediation/advisories issued by Office of Ombudsman
Of 5, number of complaints resolved after passing of Awards by
5.3.
Office of Ombudsman against the NBFC
Number of Awards unimplemented within the stipulated time
6.*(other than those appealed)

Note: Maintainable complaints refer to complaints on the grounds speci cally mentioned in Integrated Ombudsman Scheme, 2021 (Previously The Ombudsman Scheme for
Non-Banking Financial Companies, 2018) and covered within the ambit of the Scheme.
* It shall only be applicable to NBFC's which are included under The Reserve Bank - Integrated Ombudsman Scheme, 2021

161

Annual Repo

2023

2022-23(₹ in million unless otherwise stated)

Grounds of complaints(i.e. complaints relating to)

Number ofcomplaints
pending at
the beginningof the year

Number ofcomplaints
received
duringthe year% increase/decreasein the numberof complaints
received over theprevious year

2

3

4

5

6

1
2
1
0
0
0
4

63
33
30
37
22
17
202

62%
-34%
15%
9%
-12%
42%

3
0
2
4
2
1
12

0
0
0
0
0
0
0

0
0
0
0
0
0
0

39
50
26
34
25
12
186

-95%
72%
100%
31%
67%
100%

1
0
1
2
0
0
4

0
0
0
0
0
0
0

1
Current Year
Ground - 1: Insurance claim se lement
Ground - 2: Updation of repayment records
Ground - 3: Digital transactions
Ground - 4: Updation/dispute on data with CIR
Ground - 5: Repayment Issue
Ground - 6: Others
Total
Previous Year
Ground - 1: Insurance Claim se lement
Ground - 2: Updation/dispute on data with (CIR)
Ground - 3: Digital transactions
Ground - 4: Updation of repayment records
Ground - 5: Repayment Issue
Ground - 6: Others
Total(c) Sector-wise non-performing assets:

March 31, 2023
SectorTotal Exposure(includes onbalance sheet
and o -balance
sheet exposure)

Gross NPAs

Number ofcomplaints
pending at theend of the year

Of 5, number ofcomplaints
pending beyond
30 daysMarch 31, 2022
Percentage ofGross NPAs tototal exposurein that sector

Total Exposure(includes onbalance sheet
and o -balance
sheet exposure)

Gross NPAs

Percentage ofGross NPAs tototal exposurein that sector

19,345.08

503.652.60%

4,130.32

281.79

0.00%
0.00%
6.82%

85.91
23,561.30

785.44

0.00%
3.33%

1. Agriculture and Allied
31,656.12
425.37
1.34%
Activities
2. Industry
0.00%
3. Services
0.00%
4. Personal Loans
6,620.33
71.57
1.08%
5. Micro and small medium
enterprise loans
46.60
0.00%
Total
38,323.04
496.941.30%(d) Intra-group exposures
The Company has not entered into any intra group transaction during the year.
(e) Related Party Disclosure
Outstanding balance as at March 31, 2023

(627.59)

-

-

-

-

-

Sale ofxed/oth-er
assets
-

-

-

-

1.80

472.10
-

-

-

-

-

(4.07)

-

-

-

-

-

-

-

-

-

-

(327.45)

58.61

-

16.72

-

-

-

-

-

352.78

Total(955.04)
58.61
Outstanding balance as at March 31, 2022

-

18.52

472.10--(0.28)-

348.71ofPlacement
Investme Purchasexed/otherof deposits Advances-nts
assetsInterest
paidInterest
received

Others---Related Pa y
Parent (as per ownershipor control)"Subsidiaries
Associates/Joint ventures
Key Management
Personnel
Relatives of Key
Management Personnel
OthersBorrowings DepositsofPlacement
Investme Purchasexed/otherof deposits Advances-nts
assetsInterest
paidInterest
received

Others(0.28)--

Related Pa y

Borrowings Deposits

Parent (as per ownershipor control)"Subsidiaries
Associates/Joint ventures
Key Management Personnel
Relatives of Key
Management Personnel
Others

-

-

-

-

-

-

Sale ofxed/oth-er
assets
-

-

-

-

-

46.36
-

-

-

-

-

0.02
(0.34)-(13.99)176.33

-

-

-

-

-

-

-

50.49

-

-

46.36

-

-

-

-

50.18

of
Placement
Investme Purchasexed/otherof deposits Advances-nts
assetsSale ofxed/oth-er
assets-Interest
paidInterest
received

Others

41.41
-

-

10.85
(0.02)(4.07)-

Total(13.99) 176.33
Maximum amount outstanding as at March 31, 2023
Related Pa y
ParentSubsidiaries
Associates/Joint ventures
Key Management Personnel
Relatives of Key
Management Personnel

Borrowings Deposits(627.59)
-

-

-

1.80
-

472.10--

Contd...

162

Annual Repo

2023

2022-23176.31

-

25.00

-

-

-

(5.24)

2.60

587.39Total(1,141.64)

176.31-26.80

472.10

-

-

36.17

2.60

594.16ofPlacement
Investme Purchasexed/otherof deposits Advances-nts
assetsInterest
paidInterest
received

Others

-

-

-

-

-

0.02
(0.34)-

Related Pa y

Borrowings Deposits"Parent (as per ownershipor control)"Subsidiaries
Associates/Joint ventures
Key Management Personnel
Relatives of Key
Management Personnel
Others

-

-

-

-

-

-

Sale ofxed/oth-er
assets
-

-

-

-

-

46.36
-

-

-

(13.99)176.33

-

1.00

1.00

-

-

5.24

-

510.48Total(13.99)176.33

-

1.00

47.36

-

-

5.24

-

510.16(f) Breach of covenant'As at March 31, 2023
Lender nameVivriti India Impact
Bond Fund

Description of breached covenants
The Outstanding Po folio of direct lending to other Company including Non-Banking
Financial Companies, Housing Finance Companies or Micro-Finance Companies or indirect
lending to such entities through acquisition of loan po folio should not exceed ₹ 25 croresat any point of time throughout the term of the instrument with a single entity exposure
cap of ₹ 1 crore.

Capital Small
Downgrade in external Rating
Finance Bank Limited
DBS Bank India
LimitedRating downgrade - No rating downgrade from the current rating of BBB from CRISIL or
BBB from ICRA or A - from Acuite

Tata Capital Financial
Capital Adequacy ratio of the company should not fall below 20%.
Services Limited

Nature of borrowing
Debt Securities
SubordinatedLiabilities
Term Loan- Bank
Term Loan- Bank
Term Loan- Other

Note:- There have been no adverse impact of these breaches

As at March 31, 2022
Lender name

Description of breached covenants
The issuer's {(Po folio at Risk 30 days + Re nanced, restructured, rescheduled loans +Write-o previous 12 months)/ Gross Loan Po folio} shall be less than 10% until 30th
September 2021, less than 7.5% until 31st December 2021 and less than 5% therea er.

Debt Securities

The issuer shall maintain an Open Loan Position of Thi y (30) Days, de ned as {(Po folio
at Risk more than 30 Days + Re nanced, restructured, rescheduled loans - Loan loss
reserve)/Regulatory Capital (Tier-I))} less than or equal to 20%

Debt Securities

ResponsAbility India
Business Advisors
The Company shall at all times, until the redemption of all outstanding Debentures,
Pvt. Ltd.
maintain a Po folio at Risk over 30 (Thi y) days divided by Gross Loan Po folio below 3%(Three Percent)Blue Orchard
Finance Limited

Debt Securities

The Company shall at all times, until the redemption of all outstanding Debentures,
maintain a Po folio Quality 30 Days Ratio below 5% (Five Percent)

Debt Securities

The Company shall at all times, maintain a ratio of Open Loan Position 30 Days to theCompany's equity of less than 20% (Twenty Percent)

Debt Securities

The Issuer shall at all times maintain the ratio of (x) Loan Loss Reserves over (y) Po folio At
Risk over 90 days plus restructured Loans of greater than 100%.

Debt Securities

Gross Non Pe orming Assets as a % of average po folio of the Company shall notincrease beyond 2%;

Debt Securities

Freedom Fund V
with IFMR Flmpact
Net Non Pe orming Assets as a % of average po folio of the Company shall not increase
Income Builder Fund beyond 2%;

SIMA + No hern
Arc Capital Limited

Nature of borrowing

Debt Securities

Ratio of PAR 30 to GLP ratio <2%

Debt Securities

PAR (30 Days) <5%

Debt Securities

PAR 90 < 2%

Debt Securities

Cash Collateral on BC po folio <= 5%

Debt Securities

To maintain loan loss reserve to 100% for PAR 90

Debt Securities

Net NPA( max ) : 2%
Capital Small Finance GNPA Level shall not exceed 5% till Dec 2021 and post it shall not exceed 2%
Bank Limited
NNPA should not exceed 3% till Dec 2021 and post it shall not exceed 1.5%

Term Loan- Bank
Term Loan- Bank
Term Loan- Bank
Contd...

163

FINANCIAL STATEMENTS

Maximum amount outstanding as at March 31, 2022

STATUTORY REPORTS(514.05)

CORPORATE OVERVIEW(₹ in million unless otherwise stated)

OthersAnnual Repo

2023

2022-23(₹ in million unless otherwise stated)

Federal Bank Limited NNPA not above 2%.
HDFC Bank Limited

Term Loan- Bank

Gross NPA to be less than 3% during tenor of the loan

Term Loan- Bank

Net NPA to be below 1% during tenor of the loan

Term Loan- Bank

Jana Small FinanceBank Limited
State Bank of India

GNPA levels shall not exceed 2%

Term Loan- Bank

Borrower to maintain PAR60 at less than 5%

Term Loan- Bank

YES Bank Limited

PAR (>30 Days) <= 2% for aggregate po folio.

Term Loan- Bank

HSBC

NNPA= <2.0%

Term Loan- Bank

PAR >30 days shall be less than 3% (calculated on GLP which includes receivables
sold/discounted on non-recourse basis)

Term Loan- Other

PAR > 90 days less than 2% (calculated on GLP which includes receivables sold/discounted
on non-recourse basis)

Term Loan- Other

During the tenor of this facility, the Borrower shall ensure its PAR90 does not exceed 3% of
Gross Loan Po folio respectively (including w/o ).

Term Loan- Other

Hero FinCorp Limited
Incred Capital
Financial Services
LimitedMaximum permissible ratio of PAR>30 net o Loan Loss provisions (on the Borrower's
entire po folio including receivables sold or discounted on a non-recourse basis) to
Tangible net wo h shall be 20.00%
NABSAMRUDDHI
Finance Limited
Maximum permissible ratio of sum of the PAR>30 and write o s (on the borrower's entire
po folio including receivables sold or discounted on a non-recourse basis) to Gross Loan
Po folio shall be 5.00%, write o s would be calculated for trailing twelve months.
Maximum permissible ratio of sum of the Par > 30 and write-o s (on the Borrower's entire
po folio including receivables sold or discounted on a non-recourse basis) to Gross Loan
Po folio shall be 3.00% (Three Point Zero percent) from July 01, 2021 onwards, write-o s
No hern Arc Capital would be calculated for trailing twelve months.
LimitedMaximum permissible ratio of Par > 30 net o Loan Loss Provisions (on the Borrower's
entire po folio including receivables sold or discounted on a non-recourse basis) to
Tangible Net wo h shall be 20.00% (Twenty Point Zero percent) from July 01, 2021
onwards.

Term Loan- Other
Term Loan- Other

Term Loan- Other

Term Loan- Other

Deviation in the estimates & actuals in respect of Assets under management shall not
lower beyond 10% for the nancial year under reference.

Term Loan- Other

Net NPA shall not exceed 1% of the Assets under Management of the Borrower

Term Loan- Other

Maximum permissible ratio of Net NPA to outstanding principal value of assets undermanagement not to exceed 2% (net NPA to be calculated as gross carrying amount ofStage Ill assets minus loss allowance as required under Ind AS for the Stage IIl assets)

Term Loan- Other

NNPA -2%; to be tested from March 2022

Term Loan- Other

The ratio of Net NPA to borrower's adjusted tangible net wo h does not exceed 10%;

Term Loan- Other

Vivriti India Impact
Bond Fund throughTrustee Vistra (ITCL)
India Limited

The outstanding po folio of direct leading to other company including non-banking
nancial companies, housing nance companies or micro- nance companies or indirect
leading to such entities through acquisition of loan po folio should not exceed ₹ 25 Croresat any point of time throughout the term of the instrument with a single entity exposure
cap of ₹ 1 Crore.

SubordinatedLiabilities

IFMR Finance for
Freedom Fund III
with IFMR Flmpact
Long Term Credit
Fund

Maintain a ratio of A:B not greater than 2% where A is PAR-30 and B is the Gross Loan
Po folio

SubordinatedLiabilities

Sundaram Finance
LimitedVivriti Capital Private
LimitedKisetsu Saison
Finance (India)
Private Limited
Piramal Capital &Housing Finance
LimitedJ M Financial
Products Limited

Note:- There have been no adverse impact of these breaches(g) Divergence in Asset Classi cation and Provisioning
The RBI has neither assessed any additional provisioning requirements in excess of 5 percent of the repo ed pro ts before tax andimpairment loss on nancial instruments for the nancial year ended March 31, 2022, nor identi ed any additional Gross NPAs in excess of
5% of the repo ed Gross NPAs for the said period.

164

Annual Repo

2023(₹ in million unless otherwise stated)

Total

2,199.93
1,521.23
106.4820,848.12
562.39865.04571.32
17,054.92
1,171.01
360.04

2,199.93
2,092.55
106.4837,903.04
1,733.40
1,225.08

26,103.19

19,157.29

45,260.48

347.66347.66
26,450.85

139.53
159.65612.120.20
62.40
973.9020,131.19

139.53
159.65612.120.20
410.06
1,321.56
46,582.04

101.37
17,430.66
1,199.81
18,731.84

6.95
19,233.39
5.49
19,245.83

6.95
101.3736,664.05
1,205.30
37,977.67

18.66
113.49132.15

50.68
48.95
99.63

69.34
48.95
113.49231.78-593.2049.00
7,730.39
8,372.59

593.2049.00
7,730.39
8,372.59

18,863.99

27,718.05

46,582.04

Maturity analysis of assets and liabilities as at March 31, 2022:
Pa iculars
Within 12 months
ASSETSA er 12 months

Total financial assets
Non-financial assets
Current tax assets (net)Property, plant and equipment
Capital work-in-progress
Intangible assets
Other non-financial assets
Total non-financial assets
Total Assets

LIABILITIES AND EQUITY
Liabilities
Financial liabilities
Derivative financial instruments
Trade payables
Borrowings*
Other financial liabilities
Total financial liabilities
Non-financial liabilities
Provisions
Deferred tax liabilities (net)Other non-financial liabilities
Total non-financial liabilities

EquityEquity share capital
Instruments entirely equity in nature
Other equity
Total Equity
Total Liabilities and Equity*represents debt securities, borrowings (other than debt securities) and subordinated liabilities.

Financial assets
Cash and cash equivalents
Bank balances other than cash and cash equivalents
Trade receivables
Loan portfolio
Investment
Other financial assets
Total financial assets
Non-financial assets
Current tax assets (net)Deferred tax assets (net)Property, plant and equipment
Intangible assets
Other non-financial assets
Total non-financial assets
Total Assets

Total

1,278.44
1,605.32
73.40
12,275.69
382.27

1,609.57
10,885.65
46.36
187.991,278.44
3,214.89
73.40
23,161.34
46.36
570.26

15,615.12

12,729.57

28,344.69

249.29249.2915,864.41

46.17
64.45
120.560.33
47.10
278.61
13,008.18

46.17
64.45
120.560.33
296.39527.9028,872.59

82.49
11,281.91
368.12
11,732.52

11,507.42
11,507.42

82.49
22,789.33
368.12
23,239.94

9.14
71.98
81.12

27.44
1.42
28.86

36.58
73.40
109.98-490.6429.85
5,002.18
5,522.67

490.6429.85
5,002.18
5,522.67

11,813.64

17,058.95

28,872.59

LIABILITIES AND EQUITY
Liabilities
Financial liabilities
Trade Payable
Borrowings*
Other nancial liabilities
Total financial liabilities
Non-financial liabilities
Provisions
Other non-financial liabilities
Total non-financial liabilities

EquityEquity share capital
Instruments entirely equity in nature
Other equity
Total Equity
Total Liabilities and Equity*represents debt securities, borrowings (other than debt securities) and subordinated liabilities.

165

CORPORATE OVERVIEW

A er 12 months

STATUTORY REPORTS

Maturity analysis of assets and liabilities as at March 31, 2023:
Pa iculars
Within 12 months
ASSETSFINANCIAL STATEMENTS

52: Maturity analysis of assets and liabilities

Financial assets
Cash and cash equivalents
Bank balances other than cash and cash equivalents
Trade receivables
Loan portfolio
Investment
Other financial assets

2022-23

Annual Repo

2023

2022-23(₹ in million unless otherwise stated)
53: Corporate Social Responsibility
As per section 135 of the Companies Act, 2013 and rules therein, the Company is required to spend at least 2% of average net profit of past
three years towards Corporate Social Responsibility (CSR). Details of corporate social responsibility expenditures as certified by Management
are as follows:
For year ended
For year ended
Pa iculars
March 31, 2023
March 31, 2022(a) Amount required to be spent on CSR as per Section 135 of the Companies Act, 2013(b) Amount approved by the board to be spent during the year(c) Amount of expenditure incurred (as per table below) (refer note below)(i) Construction/acquisition of any asset(ii) On purposes other than (i) above
Health and Welfare
Contribution to PM CARES Fund(d) Sho fall/(Excess) at the end of the year (a - c)(e) Total of previous year sho fall(f) Reason for sho fall/(Excess)(g) Details of related pa y transactions(h) Liability against contractual obligations for CSR

4.65
13.00
13.00
-

1.72
10.00
4.39
-

-

-

13.00
13.00

4.39
4.39

(8.35)(2.67)
13.00-(2.67)(1.68)-

Details of ongoing projects under 135(6) of the Companies Act, 2013
Amount spent during the year
Balance as on April 1, 2022 Amount required to
be spent during From the Company's From the separate
With the In separate CSR
the year
Company unspent accountBank account
CSR unspent account
Nil
Nil
Nil
Nil
Nil

Balance as on March 31, 2023
With theIn separate CSR
Company
unspent accountAmount spent during the year
Balance as on April 1, 2021 Amount required tobespentduringWith the In separate CSR
From the Company's From the separate
the year
Company unspent accountBank account
CSR unspent accountBalance as on March 31, 2022
With theIn separate CSR
Company
unspent account

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Details of CSR expenditure under Section 135(5) of the Act in respect of other than ongoing projects
Balance as on
April 1, 2022
Nil
Balance as on
April 1, 2021
Nil

Amount deposited in Specified Fund of
Schedule VII of the Act within 6 months
NilAmount required to be
spent during the year

Amount deposited in Specified Fund of
Schedule VII of the Act within 6 months
NilAmount required to be
spent during the year

13.00

Balance as on
March 31, 2023
Nil

Amount spent
during the year

Balance as on
March 31, 2022

4.39

Nil

Amount spent
during the year

4.65

1.72

Details of excess CSR expenditure under Section 135(5) of the Act
Amount required toBalance excess spentbe spent during the year
as at April 1, 2022

Amount spent during
the year

Balance as on
March 31, 2023

Nil

4.65

13.00

(8.35)

Balance excess spentas at April 1, 2021

Amount required to
be spent during the year

Amount spent during
the year

Balance as on
March 31, 2022

Nil

1.72

4.39

(2.67)

54: Commitment and contingencies(i) The estimated value of contracts remaining to be executed on capital amount and not provided for (net of advances) amount to ₹ Nil(previous year ₹ 476.29).
(ii) The Company has other commitments for services in normal course of business, the Company's operations does not give raise to any
commitments for purchase of goods and employee benefits.
(iii) The Company does not have any pending litigations which would impact its financial position in its financial statements. Contingent
liabilities ₹ Nil (Previous year ₹ Nil).
(iv) The Company does not have any long term commitments/contracts for which there will be any material foreseeable losses except asshown in note 14 to standalone financial statement.
(v) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

55: Details of loan transferred/acquired during the year ended March 31, 2023, under RBI Master Direction on Transfer ofLoan Exposures dated September 24, 2021, are given below:(i) Details of loans not in default transferred/acquired through assignment:
For the year ended March 31, 2023
Pa iculars
Transferred
Acquired(MFI loan)
Aggregate amount of loans transferred/acquired
Weighted average remaining maturity (in months)
Weighted average holding period (in months)
Retention of bene cial economic interest by the originator
Tangible security cover
Rated wise distribution of rated loans

10,684.91
17.85
NA10% to 15%
Nil
Unrated221.88
48.59
NA
10%
100%
UnratedFor the year ended March 31, 2022
Transferred
Acquired(MFI loan)
3,785.21
17.68
NA
10%
100%
Unrated150.71
75.57
NA
10%
100%
Unrated166

Annual Repo

2023

2022-23(₹ in million unless otherwise stated)(ii)The Company has transferred non-performing assets during the year .refer note: 44(c).
(iii)The Company has not acquired any stressed loan during the year.

56: Analytical Ratiosa) Capital to risk-weighted
assets ratio (CRAR)
b) Tier I CRAR
c) Tier II CRARd) Liquidity Coverage ratio

Total capital

Risk weighted assets

19.23%

22.95%-16.24%Tier-I capital
Tier-II capital
Total HQLA

Risk weighted assets
Risk weighted assets
Total net cash outflows

17.50%
1.73%
NA

19.51%
3.44%
NA-10.34%-49.61%
NA

Reason for Variance

Note 1 below
Note 2 below

Notes:1. Tier II CRAR decreased due to reduction of tenure of subordinated debt during the period ended March 31, 2023.
2. Applicable for Non-deposit taking NBFCs with asset size of ₹ 50,000 million.

57: With regard to the new amendments under "Division III of Schedule III" under "Part II-Statement of Profit and LossGeneral Instructions for preparation of Statement of Profit and Loss:
No proceedings have been initiated or pending against the Company for holding any benami property under the Benami Transactions(Prohibition) Act, 1988 and rules made thereunder, as at March 31, 2023 and March 31, 2022.
The Company does not have any transactions with the companies struck off under section 248 of Companies Act, 2013 or section 560 ofCompanies Act, 1956 during the year ended March 31, 2023 and March 31, 2022.
The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
The Company has not traded or invested in Crypto currency or Virtual Currency during the year ended March 31, 2023 and March 31,
2022.
The Company is not a declared wilful defaulter by any bank or financial Institution or other lender, in accordance with the guidelines on
wilful defaulters issued by the Reserve Bank of India, during the year ended March 31, 2023 and March 31, 2022.
There have been no transactions which have not been recorded in the books of accounts, that have been surrendered or disclosed asincome during the year ended March 31, 2023 and March 31, 2022, in the tax assessments under the Income Tax Act, 1961. There havebeen no previously unrecorded income and related assets which were to be properly recorded in the books of account during the year
ended March 31, 2023 and March 31, 2022.
The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities(Intermediaries) with the understanding that the Intermediary shall:a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company(Ultimate Beneficiaries) orb. provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
The Company have not received any fund from any person or entity, including foreign entity (Funding Party) with the understanding(whether recorded in writing or otherwise) that the Company shall:a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party(Ultimate Beneficiaries) orb. provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries
The Company has working capital limits from banks on the basis of security of fixed deposits kept as margin money with banks and asthese sanctioned working capital limits is against the margin money with banks, accordingly the Company is not required to file any
quarterly returns or statements with such banks
The Company has taken borrowings from banks and financial institutions and utilised them for the specific purpose for which they weretaken as at the Balance sheet date. Unutilised funds as at March 31, 2023 are held by the Company in the form of deposits till the time theutilisation is made subsequently.

58: The figures for the previous year have been regrouped / reclassified, wherever necessary, to make them comparable tocurrent period.
59: Event after reporting period:
There is no matter after the balance sheet data which are required to be disclosed in the standalone financial statement.

60: The standalone financial statements were approved for issue by the Board of Directors on May 24, 2023.
As per our report of even date
For S.N. Dhawan & CO LLP
Chartered Accountants
Firm Registration No.: 000050N/N500045

For and on behalf of the Board of Directors of
SATYA MicroCapital Limited

Vinesh Jain
PartnerMembership No.: 087701

Vivek Tiwari
Managing Director, CEO & CIO
DIN: 02174160

Ratnesh Tiwari
Director
DIN: 07131331

Choudhary Runveer Krishanan
Company Secretary & Chief Compliance officer
M.No. F7437

Vandita Kaul
Chief Financial Officer

Place: Gurugram
Date: May 24, 2023

Place: Gurugram
Date: May 24, 2023

167

CORPORATE OVERVIEW

Denominator

STATUTORY REPORTS

Numerator

FINANCIAL STATEMENTS

As at March As at March% Variance
31,2023
31,2022

Numerator Denominator

Annual Repo

INDEPENDENT AUDITOR'SREPORT

2022-23

To the Members of
SATYA MicroCapital Limited
Report on the Audit of the Consolidated Financial Statements

OpinionWe have audited the accompanying consolidated financial statements of SATYA MicroCapital Limited (“the Holding Company”) and its
subsidiary (Holding Company and its subsidiary together referred to as “the Group”) and its associate, which comprise the consolidated
Balance Sheet as at March 31, 2023, and the consolidated statement of Profit and Loss (including other comprehensive income), theconsolidated statement of changes in equity and the consolidated statement of cash flow for the year then ended, and notes to theconsolidated financial statements, including a summary of significant accounting policies (“the consolidated financial statements”).
In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of reports ofother auditors on separate financial statements of the subsidiary referred to in the Other Matter section below, the aforesaid consolidated
financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fairview in conformity with the Indian Accounting Standards prescribed under Section 133 of the Act read with the Companies (Indian AccountingStandards) Rules, 2015, as amended, and other accounting principles generally accepted in India, of their consolidated state of affairs of theGroup and its associate as at March 31, 2023, of consolidated profit, consolidated total comprehensive income, consolidated changes in equity
and its consolidated cash flows for the year then ended.

Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities
under those Standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of
our report. We are independent of the Group and its associate in accordance with the Code of Ethics issued by the Institute of Chartered
Accountants of India (“the ICAI”) together with the ethical requirements that are relevant to our audit of the consolidated financial statements
under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with theserequirements and the ICAI's Code of Ethics. We believe that the audit evidence we have obtained and the audit evidence obtained by the otherauditors in terms of their reports referred to in para of the Other Matters paragraph below is sufficient and appropriate to provide a basis forour opinion.

Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial
statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as awhole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
We have determined the matters described below to be the key audit matters to be communicated in our report.
Key Audit Ma er

How our audit addressed the key audit ma er

Impairment of financial instruments (including provision for expected credit losses) (as described in note 3A(e) and note 7 of theconsolidated financial statements)
12
Ind AS 109 requires the Group to provide for impairment of its loan Our audit procedures included, among others,
receivables (financial instruments) using the Expected Credit Loss l
Read and assessed the Group's accounting policies for(ECL) approach. ECL involves an estimation of probability-weighted
impairment of loan receivables, assessing compliance withthe policies in terms of Ind AS 109 and the governanceloss on financial instruments over their life, considering reasonable
framework approved by the Board of Directors pursuant toand supportable information about past events, current conditions,
Reserve Bank of India ('RBI') guidelines.
and forecasts of future economic conditions which could impact thelEvaluated the reasonableness of the Management estimates
credit quality of the Group's loans and advancesby understanding the process of ECL estimation and related
In the process, a significant degree of judgement has been applied byassumptions and tested the controls around data extraction
the management for:and validation.
a. Defining qualitative/ quantitative thresholds for 'significant lTested the assumptions used by the Group for staging of loan
portfolio into various categories and default buckets forincrease in credit risk' (“SICR”) and 'default'.
determining the Probability of Default (“PD”) and Loss Givenb. Grouping of loan portfolio under homogenous pools to
Default (“LGD”) rates.
determine probability of default on a collective basis.
Tested the operating effectiveness of the controls for staging
c. Estimating recoveries to determine loss given default on a lofloans based on their past-due status. Tested samples ofcollective basis for loans that have defaulted.
performing (stage 1) loans to assess whether any loss
d. Determining effect of less frequent past events on futureindicators were present requiring them to be classified underprobability of default.
stage 2 or stage 3.
lTested the input data used for determining the PD and LGD
rates and compared the data with the underlying books ofaccount and records.
lTested the arithmetical accuracy of computation of ECL
provision performed by the Group in spreadsheets.
lCompared the disclosures included in the consolidated
financial statements in respect of expected credit losses withthe requirements of Ind AS 107 and 109.

168

2023

Annual Repo

2022-23CORPORATE OVERVIEWInformation Other than the Consolidated Financial Statements and Auditor's Report Thereon
The Holding Company's Board of Directors is responsible for the other information. The other information comprises the information includedin the Management Discussion and Analysis and Board's Report including Annexures to Board's Report but does not include the consolidated
financial statements and standalone financial statements and our auditor's report thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance
conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information, compare with theaudited financial statements of subsidiary furnished to us, to the extent to which it related to that entity and, in doing so, consider whether theother information is materially inconsistent with the consolidated financial statements, or our knowledge obtained in the audit or otherwise
appears to be materially misstated. Other information so far as it relates to the subsidiary, is traced from audited financial statements.
If, based on the work we have performed, we conclude that there is material misstatement of this 'Other Information' we are required to report
the fact. We have nothing to report in this regard.

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level ofassurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We
also:l Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design andperform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our
opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
l Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in thecircumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Holding Company has
adequate internal financial controls system with reference to financial statements in place and the operating effectiveness of suchcontrols.
l Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures madeby Management.
l Conclude on the appropriateness of Management's use of the going concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Groupand its associate to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events orconditions may cause the Group and its associate to cease to continue as a going concern.
l Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether
the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
l Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group andits associate to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision andperformance of the audit of the financial statements of such entities or business activities included in the consolidated financial
statements of which we are the independent auditors. For the other entities or business activities included in the consolidated financial
statements, which have been audited by the other auditors, such other auditors remain responsible for the direction, supervision andperformance of the audits carried out by them. We remain solely responsible for our audit opinion.
We communicate with those charged with governance of the Holding Company and such other entities included in the consolidated financial
statements of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit andsignificant audit findings, including any significant deficiencies in internal control that we identify during our audit.

169

FINANCIAL STATEMENTSSTATUTORY REPORTS

Management's Responsibility for the Consolidated Financial Statements
The Holding Company's Board of Directors is responsible for the preparation and presentation of these consolidated financial statements interm of the requirements of the Act, that give a true and fair view of the consolidated financial position, consolidated financial performance(including other comprehensive income), consolidated cash flows and consolidated statement of changes in equity of the Group including its
associate in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified under
Section 133 of the Act. The respective Board of Directors of the companies included in the Group and of its associate are responsible formaintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group for
preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, thatwere operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of
the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have beenused for the purpose of preparation of the consolidated financial statements by the Directors of the Holding Company, as aforesaid.
In preparing the consolidated financial statements, the respective Board of Directors of the companies included in the Group and of its
associate are responsible for assessing the ability of the Group and of its associate to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis of accounting unless Management either intends to liquidate the Group or
to cease operations, or has no realistic alternative but to do so.
The respective Board of Directors of the companies included in the Group and of its associate are responsible for overseeing the financial
reporting process of the Group and of its associate.

2023

Annual Repo

2022-23We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the auditof the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our
auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determinethat a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected tooutweigh the public interest benefits of such communication.

Other Matter
We did not audit the financial statements of one subsidiary, whose financial statements reflect total assets of Rs. 443.07 million as at March 31,
2023, total revenues of Rs. 22.31 million and net cash inflows amounting to Rs. 105.56 million for the year ended on that date, as considered in
the consolidated financial statements. These financial statements have been audited by other auditors whose reports have been furnished to
us by the Management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included
in respect of the subsidiary, and our report in terms of sub-section (3) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiary,is based solely on the reports of the other auditors.
The consolidated financial statements also include the Group's share of net loss after tax of Rs. 0.06 million for the year ended March 31, 2023,
as considered in the consolidated financial statements, in respect of an associate, whose financial statements have not been audited by us.
These financial statements are unaudited and have been furnished to us by the Management and our opinion on the consolidated financial
statements, in so far as it relates to the amounts and disclosures included in respect of this entity is based solely on such unaudited financial
statements. In our opinion and according to the information and explanations given to us by the Management, these financial statements are
not material to the Group.
Our opinion on the consolidated financial statements above, and our report on Other Legal and Regulatory Requirements below, is not
modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors.

Report on Other Legal and Regulatory Requirements
1. As required by clause (xxi) of paragraph 3 of Companies (Auditor's Report) Order, 2020 ('the Order') issued by the Central Government ofIndia in terms of section 143(11) of the Act based on the consideration of the Order reports issued by us and by the respective other auditor
as mentioned in Other matter paragraph above, of company included in the consolidated financial statements and covered under the Act
we report that there are no qualifications or adverse remarks reported in the respective Order reports of such company.
2. As required by Section 143(3) of the Act, based on our audit and on the consideration of reports of the other auditors on separate financial

statements and the other financial information of subsidiary and associate, as noted in the 'Other Matter' paragraph, we report, to theextent applicable, that:a.

We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the
purposes of our audit of the aforesaid consolidated nancial statements.

b.

In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated nancial statements
have been kept so far as it appears from our examination of those books and the repo s of the other auditors.

c.

The Consolidated Balance Sheet, the Consolidated Statement of Pro t and Loss (including Other Comprehensive Income), theConsolidated Statement of Cash Flow and Consolidated Statement of Changes in Equity dealt with by this Repo are in agreement withthe relevant books of account maintained for the purpose of preparation of the consolidated nancial statements.

d.

In our opinion, the aforesaid consolidated nancial statements comply with the Indian Accounting Standards speci ed under Section
133 of the Act.

e.

On the basis of the wri en representations received from the directors of the Holding Company as on March 31, 2023 taken on recordby the Board of Directors of the Holding Company and the repo s of the statutory auditors of its subsidiary, none of the directors of theGroup companies, is disquali ed as on March 31, 2023 from being appointed as a director in terms of Section 164 (2) of the Act.

f.

With respect to the adequacy of internal nancial controls with reference to nancial statements of the Group and the operating
e ectiveness of such controls, refer to our separate repo in Annexure A.

g.

With respect to the other ma ers to be included in the Auditor's Repo in accordance with the requirements of Section 197(16) of theAct, as amended:
In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Holding
Company to its directors during the year is in accordance with the provisions of Section 197of the Act.

h.

With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit andAuditor's) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us andbased on the consideration of the report of the other auditors on separate financial statements as also the other financial information of
the subsidiary as noted in the 'Other matter' paragraph:i. There were no pending litigations which would impact the consolidated financial position of the Group.
ii. Provision has been made in the consolidated financial statements, as required under the applicable law or accounting standards, formaterial foreseeable losses, if any, on long-term contracts including derivative contracts – Refer Note 51(iv) to the consolidated
financial statements in respect of such items as it relates to the Group and its associate.
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Holding
Company, and its subsidiary.
iv. (a). The respective Managements of the Holding Company and its subsidiary, whose financial statements have been audited underthe Act, have represented to us and the other auditors of such subsidiary that, to the best of their knowledge and belief, no funds
have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by170

Annual Repo

2023

2022-23(c). Based on the audit procedures that have been considered reasonable and appropriate in the circumstances performed by us
and that performed by the auditors of the subsidiary whose financial statements have been audited under the Act, nothing hascome to our or other auditors' notice that has caused us or other auditors to believe that the representations under sub-clause (i)and (ii) of Rule 11(e) contain any material misstatement.
v. The interim dividend declared and paid by the Holding Company and its subsidiary, during the year and until the date of this audit
report is in accordance with Section 123 of the Act.
vi. As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014, as amended is applicable for the Holding Company and its
subsidiary, which are companies incorporated in India, only w.e.f. April 01, 2023, therefore, reporting under Rule 11(g) of theCompanies (Audit and Auditors) Rules, 2014, as amended, is not applicable.

STATUTORY REPORTS(b). The respective Managements of the Holding Company and its subsidiary, whose financial statements have been audited underthe Act, have represented to us and the other auditors of such subsidiary that, to the best of their knowledge and belief, no funds
have been received by the Holding Company or any of such subsidiary from any person(s) or entity(ies), including foreign entities(“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Holding Company or any of such
subsidiary, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of theFunding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

CORPORATE OVERVIEW

the Holding Company or any such subsidiary to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”),
with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest inother persons or entities identified in any manner whatsoever by or on behalf of the Holding Company or any of such subsidiary(“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

FINANCIAL STATEMENTS

For S.N. Dhawan & CO LLP
Cha ered Accountants
Firm Registration No.: 000050N/N500045

Vinesh Jain
Pa nerMembership No.: 087701
UDIN: 23087701BGWNJB5161

Place: Gurugram
Date: May 24, 2023

171

2023

Annual Repo

2022-23

Annexure A to the Independent Auditor's Report of even date to the members of Satya MicroCapital
Limited, on the consolidated financial statements for the year ended March 31, 2023.
Independent Auditor's report on the Internal Financial Controls with reference to financial
statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)
In conjunction with our audit of the consolidated financial statements of the Company as of and for the year ended March 31, 2023, we haveaudited the internal financial controls with reference to financial statements of SATYA MicroCapital Limited (hereinafter referred to as the“Holding Company”) and its subsidiary as of that date..

Management's Responsibility for Internal Financial Controls

The respective Board of Directors of the Holding Company and its subsidiary are responsible for establishing and maintaining internal financial
controls based on the internal financial control with reference to financial statements criteria as established by the Holding Company
considering the essential components of internal control stated in the Guidance note on Audit of Internal financial Controls over financial
reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation andmaintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of thecompany's business, including adherence to the respective company's policies, the safeguarding of the company's assets, the prevention anddetection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial
information, as required under the Act.

Auditors' Responsibility

Our responsibility is to express an opinion on the internal financial controls with reference to financial statements of the Holding Company andits subsidiary as aforesaid, based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial
Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India (“the ICAI”) and theStandards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit ofinternal financial controls, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements
and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial
statements were established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system with reference
to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements
included obtaining an understanding of internal financial controls with reference to financial statements, assessing the risk that a material
weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The
procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error.
We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors in terms of their reports referred toin the Other Matter paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls
system with reference to financial statements of the Holding Company and its subsidiary as aforesaid..

Meaning of Internal Financial Controls with reference to Financial Statements

A company's internal financial controls with reference to financial statements is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles. A company's internal financial controls with reference to financial statements includes those policies and proceduresthat (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of theassets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being madeonly in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on thefinancial statements.

Inherent Limitations of Internal Financial Controls with reference to Financial Statements

Because of the inherent limitations of internal financial controls with reference to Financial Statements, including the possibility of collusion or
improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections ofany evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internalfinancial controls with reference to financial statements may become inadequate because of changes in conditions, or that the degree ofcompliance with the policies or procedures may deteriorate.

OpinionIn our opinion, the Holding Company and its subsidiary have, in all material respects, adequate internal financial controls system with reference
to financial statements and such internal financial controls with reference to financial statements were operating effectively as at March 31,
2023, based on the internal financial control with reference to financial statements criteria as established by the Holding Company considering
the essential components of internal control stated in the Guidance note on Audit of Internal financial Controls over financial reporting issued
by the Institute of Chartered Accountants of India.

Other Matter

Our aforesaid reports under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls withreference to financial statements insofar as it relates to the subsidiary, is based on the corresponding reports of the auditors of such company
incorporated in India.
For S.N. Dhawan & CO LLP
Cha ered Accountants
Firm Registration No. 000050N/N500045
Vinesh Jain
Pa nerMembership no: 087701
UDIN: 23087701BGWNJB5161
Place: Gurugram
Date: May 24, 2023

172

Annual Repo

2023

SATYA MicroCapital Limited
Consolidated Balance Sheet as at March 31, 2023

Non-financial assets
Current tax assets (net)Deferred tax assets (net)Property, plant and equipment
Capital work-in-progress
Goodwill
Intangible assets
Other non-financial assets

As at March 31, 2022

4
5
6
7
8
9

2,305.90
2,092.55
106.4838,231.59
1,261.30
1,229.17
45,226.99

1,278.44
3,214.89
73.40
23,161.34
46.14
570.2628,344.47

10
11
12A
12B

141.441.29
160.45612.1239.44
0.20
410.5046.17
64.45
120.560.33
296.3912C
13

1,365.44

527.9046,592.43

28,872.37

6.95

-

0.53

-

103.46

82.49

16
16
16
17

10,360.69
25,142.47
1,160.89
1,205.86
37,980.85

5,285.46
16,336.56
1,150.23
385.2023,239.94

18
11
19

69.85
48.95
115.84234.6436.58
73.40
109.9820
21
22593.2049.00
7,720.16

490.6429.85
5,001.96

8,362.36

5,522.45

14.58-

8,376.94

5,522.45

46,592.43

28,872.37

Total non-financial assets
Total assets

CORPORATE OVERVIEWASSETS
Financial assets
Cash and cash equivalents
Bank balances other than cash and cash equivalents
Trade receivables
Loan portfolio
Investment
Other financial assets
Total financial assets(₹ in million unless otherwise stated)

As at March 31, 2023

STATUTORY REPORTS

Notes

Pa iculars

2022-23

Liabilities
Financial liabilities
Derivative financial instruments
Trade payables(i) total outstanding dues of micro enterprises andsmall enterprises(ii) total outstanding dues of creditors other than
micro enterprises and small enterprises
Debt securities
Borrowings (other than debt securities)
Subordinated liabilities
Other financial liabilities
Total financial liabilities
Non-financial liabilities
Provisions
Deferred tax liabilities (net)Other non-financial liabilities
Total non-financial liabilities

14
15

FINANCIAL STATEMENTS

LIABILITIES AND EQUITY

EquityEquity share capital
Instruments entirely equity in nature
Other equity
Equity attributable to equity holders of the holding
company
Non-controlling interest
Total equity
Total liabilities and equity
The accompanying notes are integral part of consolidated financial statements
As per our report of even date
For S.N. Dhawan & CO LLP
Chartered Accountants
Firm Registration No.: 000050N/N500045

For and on behalf of the Board of Directors of
SATYA MicroCapital Limited

Vinesh Jain
PartnerMembership No.: 087701

Vivek Tiwari
Managing Director, CEO & CIO
DIN: 02174160

Ratnesh Tiwari
Director
DIN: 07131331

Choudhary Runveer Krishanan
Company Secretary & Chief Compliance officer
M.No. F7437

Vandita Kaul
Chief Financial Officer

Place: Gurugram
Date: May 24, 2023

Place: Gurugram
Date: May 24, 2023

173

Annual Repo

2023

2022-23

SATYA MicroCapital Limited
Consolidated Statement of Profit and Loss for the Year Ended March 31, 2023(₹ in million unless otherwise stated)

Notes

Pa iculars
Revenue from operations
Interest income
Fee and commission income
Net gain on derecognition of financials instruments
under amortised cost category
Total revenue from operations

For year ended
March 31, 2023

For year ended
March 31, 2022

23
24

5,792.52
491.883,345.88
291.2225

1,044.64
7,329.04

366.57
4,003.67

26

56.00

14.13

7,385.04

4,017.80

2,972.21
6.95
722.052,039.46
77.11
851.396,669.17

1,711.07
170.71
1,169.87
57.47
473.593,582.71

715.87435.09(0.06)(0.22)

715.81434.8769.93
114.60184.53102.117.95
110.06531.28324.81

Items that will not be reclassified subsequently to
profit or loss
Re-measurement gains/(losses) on defined benefit plans
Income tax effect
Other comprehensive income(6.46)
1.63(4.83)(0.99)
0.25(0.74)

Total comprehensive income for the year

526.45324.07

Other income
Total income
ExpensesFinance cost
Net loss on fair value changes
Impairment on financial instruments
Employee benefits expenses
Depreciation and amortization
Other expenses
Total expenses

27
28
29
30
31
32

Profit before share of the profit/(loss) of associates
accounted for using the equity method
Share of net profits/(losses) of associates accounted
for using the equity method
Profit before tax
Tax expense:
Current year tax
Deferred tax charge/(credit)
Income-tax expense

33

Profit for the year
Other comprehensive income

Net profit after tax attributable to:531.25
Owners of the Holding Company
0.03
Non-controlling interest
Other comprehensive income attributable to:(4.83)
Owners of the Holding Company
Non-controlling interest
Total comprehensive income attributable to:526.42
Owners of the Holding Company
0.03
Non-controlling interest
Earnings per equity share (EPS) (face value of 10 per equity share)
Computed on the basis of total profit for the year
Basic (EPS) (amount in ₹)34
10.57
Diluted (DEPS) (amount in ₹)34
9.61
The accompanying notes are integral part of consolidated financial statements
As per our report of even date
For S.N. Dhawan & CO LLP
For and on behalf of the Board of Directors ofChartered Accountants
SATYA MicroCapital Limited
Firm Registration No.: 000050N/N500045
Vinesh Jain
PartnerMembership No.: 087701

Place: Gurugram
Date: May 24, 2023

324.81(0.74)
324.07
-

7.05
6.94

Vivek Tiwari
Managing Director, CEO & CIO
DIN: 02174160

Ratnesh Tiwari
Director
DIN: 07131331

Choudhary Runveer Krishanan
Company Secretary & Chief Compliance officer
M.No. F7437

Vandita Kaul
Chief Financial Officer
Place: Gurugram
Date: May 24, 2023

174

Annual Repo

2023

2022-23

SATYA MicroCapital Limited
Consolidated Statement of Cash flow for the year ended March 31, 2023

434.87

69.15
7.90
16.13
2.04
722.05
6.95
1.41(1,044.64)

44.41
13.04
9.24
2.29
170.710.88(366.57)

496.80308.87

Increase/(decrease) in trade payable & other financial liabilities
Increase/(decreases) in other non-financial liabilities
Increase/(decreases) in provisions(Increase)/decrease in bank balances other than cash and cash equivalents(Increase)/decrease in trade receivables(Increase)/decrease in loan portfolio(Increase)/decrease in other financial assets(Increase)/decrease in other non-financial assets

843.2842.44
33.27
1,122.34(33.08)(15,792.30)
385.73(124.19)(33.66)24.58
10.35(1,844.03)
34.02(11,186.11)
40.79(147.83)

Cash used in operations(13,025.71)(12,793.02)

Profit before tax
Adjustments for:
Depreciation and amortization
Depreciation of right-of-use asset
Share based payment to employees
Interest expense for leasing arrangements
Impairment of financial instruments
Net loss on fair value changes
Loss on sale of property plant and equipment
Net gain on derecognition of financials instruments under amortised cost category
Operating profit before working capital changes
Movements in working capital:

Income-tax paid

(169.34)(118.91)(13,195.05)(12,911.93)(753.81)1.08(1,258.20)
43.04(1,967.89)(92.09)(0.15)
0.89(47.14)1.00(137.49)

Proceeds from issue of share capital (including premium and net of issue expenses)
Net proceeds from borrowings#
Payment of lease liabilities
Net cash from financing activities (C)2,308.71
13,891.82(10.13)
16,190.40

1,144.91
11,502.45(8.64)
12,638.72

Net increase / (decrease) in cash and cash equivalents (A + B + C)

1,027.46(410.70)

Net cash used in operating activities (A)Cash flow from investing activities
Purchase of property, plant and equipment
Purchase of intangible assets
Proceeds from derecognition of property, plant and equipment
Purchase of investment
Proceeds from investment
Net cash used in investing activities (B)Cash flow from financing activities

Cash and cash equivalents at the beginning of the year

1,278.44

1,689.14

2,305.90

1,278.44

Cash on hand
Balance with banks - on current accounts
Deposits with original maturity of less than 3 months

17.27
2,288.63-

2.91
765.49510.04

Total cash and cash equivalents

2,305.90

1,278.44

Cash and cash equivalents at the end of the year
Components of cash and cash equivalents as at the end of the year

# Represents net proceeds from debt securities, borrowings (other than debt securities) and subordinated liabilities.
For disclosure of investing and financing transactions that do not require the use of cash and cash equivalents, refer note 46.

The accompanying notes are integral part of consolidated financial statements
For S.N. Dhawan & CO LLP
Chartered Accountants
Firm Registration No.: 000050N/N500045

For and on behalf of the Board of Directors of
SATYA MicroCapital Limited

Vinesh Jain
PartnerMembership No.: 087701

Vivek Tiwari
Managing Director, CEO & CIO
DIN: 02174160

Ratnesh Tiwari
Director
DIN: 07131331

Choudhary Runveer Krishanan
Company Secretary & Chief Compliance officer
M.No. F7437

Vandita Kaul
Chief Financial Officer

Place: Gurugram
Date: May 24, 2023

Place: Gurugram
Date: May 24, 2023

175

STATUTORY REPORTS

715.81

Cash flow from operating activities

FINANCIAL STATEMENTS

For year ended
March 31, 2022

Pa iculars

CORPORATE OVERVIEW(₹ in million unless otherwise stated)

For year ended
March 31, 2023

Annual Repo

2023

2022-23

SATYA MicroCapital Limited

Consolidated Statement of Changes in Equity for the Year Ended on March 31, 2023
A. Equity Shares
Equity Share of ₹ 10 each issued(₹ in million unless otherwise stated)

Balance Changes in equity Changes during Balance as Changes in equity Changes during Balance as
as at April share capital due to the Financial at March share capital due to the Financial at March
1, 2021 prior period errors year 2021-22 31, 2022 prior period errors year 2022-23 31, 2023*

Pa iculars
Equity share capital(fully paid up)
Equity share capital(pa ly paid up)
Total

452.25-28.39

480.64-75.06

555.70

6.25

-

3.75

10.00

-

27.50

37.50

458.50-32.14

490.64-102.56593.20*net of amount recoverable from Satya Employee Welfare Trust of ₹ 5.78 million (March 31, 2022: ₹ 8.11 million).

B. Instruments entirely equity in nature

Balance Changes in equity Changes during Balance as Changes in equity Changes during Balance as
as at April share capital due to the Financial at March share capital due to the Financial at March
1, 2021 prior period errors year 2021-22 31, 2022 prior period errors year 2022-23 31, 2023*

Pa iculars
Non-cumulative
compulsorily
conve ible
preference shares
Total

-

-

29.85

29.85

-

19.15

49.00

-

-

29.85

29.85

-

19.15

49.00

C. Other equity
Reserves & Surplus
Share
Retained Statutory
Options
Earnings Reserve Outstanding
ReserveTotal
a ributable
to equity
holders of
the parent

Total noncontrollinginterest

Pa iculars

Securities
Premium

Balance as at April 01, 2021

3,466.97

59.20

42.05

17.57

3,585.79

3,585.79-

3,585.79-

324.81--324.81324.81-324.81-(0.74)
324.07--(0.74)
324.07(0.74)
324.07-(0.74)
324.072.42
506.12(65.01)
-

65.01
-

-5.33
-

5.33
2.42
506.125.33
2.42506.12

-

5.33
2.42
506.12

8.11

-

-

-

8.11

8.11

-

8.11

570.12
4,553.74

318.26107.0622.90

570.125,001.96

570.125,001.96-

570.125,001.96-

531.25--531.25531.250.03

531.28-(4.83)
526.42--(4.83)
526.42(4.83)
526.42

0.03(4.83)
526.459.97
240.43(106.25)-

106.25
-

2.29
-

2.29
9.97
240.432.29
9.97
240.43

-

2.29
9.97
240.43(68.67)(14.55)
3.73--(14.55)(64.94)(14.55)(64.94)14.55-(64.94)-(0.00)--(0.00)(0.00)-(0.00)

12.03

-

-

-

12.03

12.03

-

12.03

2,006.55---

2,006.55

2,006.55-

2,006.55

213.3125.19

7,720.16

7,720.16

14.58

7,734.74

Profit for the year ended March 31, 2022
Other comprehensive income (net ofincome-tax effect)
Total comprehensive income
Transfer to Statutory Reserve
Fair value of stock option-charge for the year
Premium on stock option
Premium on issue of equity shares
Amount recoverable from Satya Employee
Welfare Trust
Premium on issue of non- cumulative
compulsorily convertible preference shares
Balance as at March 31, 2022
Profit for the year ended March 31, 2022
Other comprehensive income (net ofincome-tax effect)
Total comprehensive income
Transfer to Statutory Reserve
Fair value of stock option - charge for the year
Premium on stock option
Premium on issue of equity shares
Adjustment to carrying amount of noncontrolling interest due to change in interest
Other adjustments
Dividend paid on non- cumulative compulsorily
convertible preference shares*
Amount recoverable from SATYA Employee
Welfare Trust
Premium on issue of non- cumulative
compulsorily convertible preference shares

Balance as at March 31, 2023

6,754.05

727.61

Total

Grand total*₹ 508.26

As per our report of even date
For S.N. Dhawan & CO LLP
Chartered Accountants
Firm Registration No.: 000050N/N500045

For and on behalf of the Board of Directors of
SATYA MicroCapital Limited

Vinesh Jain
PartnerMembership No.: 087701

Vivek Tiwari
Managing Director, CEO & CIO
DIN: 02174160

Ratnesh Tiwari
Director
DIN: 07131331

Choudhary Runveer Krishanan
Company Secretary & Chief Compliance officer
M.No. F7437

Vandita Kaul
Chief Financial Officer

Place: Gurugram
Date: May 24, 2023

Place: Gurugram
Date: May 24, 2023

176

2023

Annual Repo

2022-23

SATYA MicroCapital Limited
Notes to the Consolidated Financial Statements for the year ended March 31, 2023

STATUTORY REPORTS

SATYA MicroCapital Limited ('SATYA' or the 'Holding Company') is a public Company domiciled in India and incorporated under theprovisions of the Companies Act, 1956 on May 18, 1995. The Holding Company was registered as a non-deposit accepting Non-Banking
Financial Company ('NBFC-ND-SI') with the Reserve Bank of India ('RBI') and got classified as Non-Banking Financial Company – MicroFinance Institution (NBFC – MFI) effective February 2, 2018. The registered office address of the Group is 519, 5th Floor, DLF Prime Tower,
Okhla Industrial Area, Phase-1, New Delhi-110020.
The consolidated financial statements relate to SATYA MicroCapital Limited, its subsidiary and its associate (collectively referred as “theGroup”).
The Holding Company is primarily engaged in the business of micro finance providing small value unsecured loans to low-income customers
in urban, semi-urban and rural areas. The tenure of these loans is generally spread over one to two years.
During the year, SATYA Micro Housing Finance Private Limited (Formerly known as Baid Housing Finance Private Limited) ('SMHFPL') has
become the subsidiary Company with effect from June 14,2022 and holding 96.66% as on March 31, 2023 (March 31, 2022: 24%) SATYA
Micro Housing Finance Private Limited is engaged in business of Housing Finance.
The Reserve Bank of India (RBI) has introduced the Scale Based Regulation (SBR): A Revised Regulatory Framework for NBFCs ('theFramework') through Circular No. RBI/2021- 22/112 DOR.CRE.REC.No.60/03.10.001/2021-22 issued in October 2021. Under thisFramework, NBFCs are categorized into different layers, namely Base Layer (NBFC-BL), Middle Layer (NBFC-ML), Upper Layer (NBFC-UL),
and Top Layer (NBFC-TL).
The Holding Company has been classified as a "Middle Layer" NBFC in accordance with the Framework.

CORPORATE OVERVIEW

1. Group Overviewa) Statement of compliance in preparation of consolidated financial statements

The consolidated financial statements of the Group have been prepared in accordance with Indian Accounting Standards (Ind AS)
notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time) along with other relevant
provisions of the Act, the Master Direction – Non-Banking Financial Company – Systemically Important Non-Deposit taking Company an
Deposit taking Company (Reserve Bank) Directions, 2016 ('the NBFC Master Directions') and notification for Implementation of Indian
Accounting Standard vide circular RBI/2019-20/170 DOR(NBFC).CC.PD.No.109/22.10.106/2019-20 dated March 13, 2020 ('RBI
Notification for Implementation of Ind AS') issued by RBI. The consolidated financial statement has been prepared on a going concern
basis.
The consolidated financial statements have been prepared on a historical cost basis, except for financial instruments which have beenmeasured at fair value. Further, the carrying values of recognized assets and liabilities that are hedged items in fair value hedges, andotherwise carried at amortized cost, are adjusted to record changes in fair value attributable to the risks that are being hedged. The
consolidated financial statements are presented in Indian Rupees (INR).

b) Principles of consolidation and equity accountingi) Subsidiaries
Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to,variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the relevant
activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They aredeconsolidated from the date that control ceases. The acquisition method of accounting is used to account for business combinations
by the Group. The Group combines the financial statements of the holding and its subsidiaries line by line adding together like items ofassets, liabilities, equity, income and expenses. Inter-Group transactions, balances and unrealised gains on transactions between Group
companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of thetransferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies
adopted by the Group. Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated
statement of profit and loss, consolidated statement of changes in equity and balance sheet respectivelyii) Associates
Associates are all entities over which the Group has significant influence but not control or joint control. This is generally the case where
the Group holds between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method (see(iii) below) of accounting, after initially being recognised at cost.
iii) Equity method
Under the equity method of accounting, the investments are initially recognised at cost and adjusted thereafter to recognise theGroup's share of the post-acquisition profits or losses of the investee in profit and loss, and the Group's share of other comprehensive
income of the investee in other comprehensive income. Dividends received or receivable from associates and joint ventures arerecognised as a reduction in the carrying amount of the investment. When the Group's share of losses in an equity-accounted
investment equals or exceeds its interest in the entity, including any other unsecured long-term receivables, the Group does notrecognise further losses, unless it has incurred obligations or made payments on behalf of the other entity. Unrealised gains ontransactions between the Group and its associates and joint ventures are eliminated to the extent of the Group's interest in these
entities. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Accounting policies of equity accounted investees have been changed where necessary to ensure consistency with the policies
adopted by the Group. The said investments are tested for impairment atleast annually and whenever circumstances indicate that theircarrying values may exceed the recoverable amount (viz. higher of the fair value less costs to sell and the value-in-use)iv) Changes in Ownership Interests
The Group treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity owners of
the Group. A change in ownership interest results in an adjustment between the carrying amounts of the controlling and noncontrollinginterests to reflect their relative interests in the subsidiary. Any difference between the amount of the adjustment to non-controllinginterests and any consideration paid or received is recognised within equity.

177

FINANCIAL STATEMENTS

2.Basis of preparation

Annual Repo

2023

2022-23

When the Group ceases to consolidate or equity account for an investment because of a loss of control, joint control or significant
influence, any retained interest in the entity is remeasured to its fair value with the change in carrying amount recognised in profit orloss. This fair value becomes the initial carrying amount for the purposes of subsequently accounting for the retained interest as an
associate or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity
are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously
recognised in other comprehensive income are reclassified to profit or loss.
If the ownership interest in an associate is reduced but joint control or significant influence is retained, only a proportionate share of
the amounts previously recognised in other comprehensive income are reclassified to profit or loss where appropriate.

c) Presentation of consolidated financial statements

The Group presents its balance sheet in order of liquidity. Financial assets and financial liabilities are generally reported gross inthe balance sheet. They are only offset and reported net when Ind AS specifically permits the same or it has an unconditionallylegally enforceable right to offset the recognized amounts without being contingent on a future event. Similarly, the Group offsets
incomes and expenses and reports the same on a net basis when permitted by Ind AS specifically.

d) The subsidiary and associate company considered in the consolidated nancial statements are as below:
Name
SATYA Micro
Housing
Finance Private
LimitedCountry ofIncorporation

Share of ownershipas at March 31, 2023

Share of ownershipas at March 31, 2022

Subsidiary (w.e.f. June 14, 2022)

India

96.66%-

Associate (till June 14, 2022)

India

-

24%

Relationship

3A. Significant accounting policiesa) Use of estimates, judgments and assumptions
The preparation of consolidated financial statements in conformity with the Ind AS requires the management to make judgments,
estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the accompanying
disclosure and the disclosure of contingent liabilities, at the end of the reporting period. Estimates and underlying assumptions arereviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised, andfuture periods are affected. Although these estimates are based on the management's best knowledge of current events and actions,
uncertainty about these assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying
amounts of assets or liabilities in future periods.
In particular, information about significant areas of estimation, uncertainty and critical judgments in applying accounting policies thathave the most significant effect on the amounts recognized in the consolidated financial statements is included in the following notes(i) Defined employee benefit assets and liabilities
The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using actuarial valuations.
An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include thedetermination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation andits long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed ateach reporting date.
ii) Fair value measurement
When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted
prices in active markets, their fair value is measured using various valuation techniques. The inputs to these models are taken fromobservable markets where possible, but where this is not feasible, a degree of judgment is required in establishing fair values.
Judgments include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about thesefactors could affect the reported fair value of financial instruments.
iii) Impairment of loan portfolio
Judgment is required by management in the estimation of the amount and timing of future cash flows when determining an
impairment allowance for loans and advances. In estimating these cash flows, the Group makes judgments about the borrower's
financial situation. These estimates are based on assumptions about a number of factors such as credit quality, level of arrears etc.
and actual results may differ, resulting in future changes to the impairment allowance.
The Group's Expected credit loss (ECL) calculations are outputs of complex models with a number of underlying assumptions
regarding the choice of variable inputs and their interdependencies. Elements of the ECL models that are considered accounting
judgments and estimates include:– The Group's internal model, which assigns Probability of defaults ('PDs') to the individual grades– The Group's criteria for assessing if there has been a significant increase in credit risk and so allowances for financial assets
should be measured on a Lifetime ECL basis and the qualitative assessment– The segmentation of financial assets when their ECL is assessed on a collective basis– Development of ECL models, including the various formulas and the choice of inputs– Determination of associations between macroeconomic scenarios and, economic inputs, such as unemployment levels andcollateral values, and the effect on Probability of defaults ('PDs'), Exposure at Default ('EADs') and Loss given Defaults ('LGDs')(iv) Provisions other than impairment on loan portfolio
Provisions are held in respect of a range of future obligations such as employee entitlements and litigation provisions. Some of theprovisions involve significant judgment about the likely outcome of various events and estimated future cash flows. The
measurement of these provisions involves the exercise of management judgments about the ultimate outcomes of the transactions.
Payments that are expected to be incurred after more than one year are discounted at a rate which reflects both current interest rates
and the risks specific to that provision.
(v) Share-Based Payment
Estimating fair value for share-based payment transactions requires determining of the most appropriate valuation model, which isdependent on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to thevaluation model including the expected life of the share option, volatility and dividend yield and making assumptions about them.

178

2023

Annual Repo

2022-23vii) Effective Interest Rate ('EIR') method
The Group's EIR methodology, recognises interest income / expense using a rate of return that represents the best estimate of aconstant rate of return over the expected behavioral life of loans given / taken and recognises the effect of potentially different
interest rates at various stages and other characteristics of the product life cycle (including prepayments and penalty interest andcharges).
This estimation, by nature, requires an element of judgement regarding the expected behavior and life-cycle of the instruments, aswell expected changes to India's base rate and other fee income/expense that are integral parts of the instrument.

CORPORATE OVERVIEWvi) Non-Cumulative Compulsory Convertible Preference Shares (NCCCPS)
Non-cumulative compulsory convertible preference shares (NCCCPS) are classified as a liability or equity components based on theterms of the contract and in accordance with Ind AS - 32 (Financial instruments: Presentation). NCCCPS issued by the Group
classified as equity is carried at its transaction value and shown within "other equity"viii) Other estimates
These include contingent liabilities, useful lives of tangible and intangible assets etc.

(ii) Revenue from Contracts with Customers
The Group recognizes revenue from contracts with customers (other than financial assets to which Ind AS 109 'Financial Instruments'
is applicable) based on a comprehensive assessment model as set out in Ind AS 115 'Revenue from Contracts with Customers'. The
Group identifies contract(s) with a customer and its performance obligations under the contract, determines the transaction priceand its allocation to the performance obligations in the contract and recognizes revenue only on satisfactory completion of
performance obligations. Revenue is measured at fair value of the consideration received or receivablea) Facilitation fees income is earned by selling of services and products of other entities under distribution

arrangements. The income so earned is recognized on successful sales on behalf of other entities subject to there
being no significant uncertainty of its recovery.
b) Revenue from business correspondence services is recognized point in time when performance obligation issatisfied as per agreed terms and conditions of the contract.
c) Income from assignment transactions i.e. present value of excess interest spread is recognised when the related loan
assets are de-recognised. Interest income is also recognised on carrying value of assets over the remaining period ofsuch assets.
(iii) Finance Cost
Finance costs represents Interest expense recognised by applying the Effective Interest Rate (EIR) to the gross carrying amount offinancial liabilities other than financial liabilities classified as FVTPL. The EIR in case of a financial liability is computed.
a. As the rate that exactly discounts estimated future cash payments through the expected life of the financial liability to the grosscarrying amount of the amortised cost of a financial liability.
b. By considering all the contractual terms of the financial instrument in estimating the cash flows.
c. Including all fees paid between parties to the contract that are an integral part of the effective interest rate, transaction costs, andall other premiums or discounts.
Any subsequent changes in the estimation of the future cash flows is recognised in interest expense with the corresponding
adjustment to the carrying amount of the financial liability. Interest expense includes issue costs that are initially recognised as part ofthe carrying value of the financial liability and amortised over the expected life using the effective interest method. These include fees
and commissions payable to advisers and other expenses such as external legal costs, rating fee etc. provided these are incremental
costs that are directly related to the issue of a financial liability.
(iv) Dividend income
Dividend income is recognized when the Group's right to receive the payment is established, which is generally when theshareholders approve the dividend.
(v) Other income and expense
All Other income and expense are recognized on an accrual basis in the period they occur.

c) Property, plant and equipment (PPE), intangible asset and capital work in progress
PPE
PPE are stated at cost (including incidental expenses directly attributable to bringing the asset to its working condition for its intendeduse) less accumulated depreciation and impairment losses, if any. Cost comprises the purchase price and any attributable cost of
bringing the asset to its working condition for its intended use. Subsequent expenditure related to PPE is capitalized only when it is179

FINANCIAL STATEMENTS(i) Interest and Processing Fee income on loans
The Group's earns revenue primarily from giving loans. Revenue is recognized to the extent that it is probable that the economic
benefits will flow to the Group and the revenue can be reliably measured. Interest and loan processing fees are recognized using theeffective interest method (EIR). The effective interest method calculates the amortized cost of a financial instrument and allocatesthe interest income over the relevant period. The effective interest rate is the rate that discounts estimated future cash payments orreceipts through the expected life of the financial instrument or, when appropriate, a shorter period, to the gross carrying amount of
the financial asset or liability. The calculation takes into account all contractual terms of the financial instrument (for example,
prepayment options) and includes any fees or incremental costs that are directly attributable to the instrument and are an integral
part of the EIR, but not future credit losses.
The Group calculates interest income by applying the EIR to the gross carrying amount of financial assets other than credit-impaired
assets. When a financial asset becomes credit-impaired and is, therefore, regarded as 'Stage 3', the Group calculates interest income
to the extent recoverable. If the financial assets cures and is no longer credit-impaired, the Group reverts to calculating interest
income on a gross basis.

STATUTORY REPORTS

b) Recognition of income and expense

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probable that future economic benefits associated with these will flow to the Group and the cost of item can be measured reliably.
Other repairs and maintenance costs are expensed off as and when incurred.
An item of property, plant and equipment and any significant part initially recognized is derecognized upon disposal or when no future
economic benefits are expected from its use or disposal. Any gain or loss arising on de-recognition of the asset (calculated as thedifference between the net disposal proceeds and the carrying amount of the asset) is included in the statement of profit and loss
when the asset is derecognized.
Intangible Asset
Intangible assets represent capital expenditure towards software which is stated at cost less accumulated amortization and any
accumulated impairment losses.
Capital work in progress
Capital work-in-progress is carried at cost, comprising direct cost and related incidental expenses to acquire property, plant andequipment. Assets which are not ready to intend use are also shown under capital work-in-progress.

d) Depreciation and amortization
Depreciationi)

Depreciation on property, plant and equipment provided on a written down value method at the rates arrived based on useful lifeof the assets, prescribed under Schedule II to the Companies Act, 2013, which also represents the estimate of the useful life of theassets by the management.
ii) Property, plant and equipment costing up to Rs.5,000 individually are fully depreciated in the year of purchase.
The Group has used the following useful lives to provide depreciation on its Property, plant and equipment
Asset Category
Useful Life (In Years)(i) Furniture and fittings
10(ii) Computers and data processing units(a) Servers and networks
6(b) End user devices, such as, desktops, laptops, etc.
3(iii) Office equipment
5(iv) Motor vehicles
8(a) Motor cars
10(b) Two-Wheeler Vehicles(v) Building60
Amortization
Intangible assets are amortized on the basis of Straight-Line Method over a period of 4 years.

e) Impairmenti) Overview of principles for measuring expected credit loss ('ECL') on financial assets.
In accordance with Ind AS 109, the Group is required to measure expected credit losses on its financial instruments designated atamortized cost and fair value through other comprehensive income. Accordingly, the Group is required to determine lifetime losses
on financial instruments where credit risk has increased significantly since its origination. For other instruments, the Group is required
to recognize credit losses over next 12 months period. The Group has an option to determine such losses on individual basis orcollectively depending upon the nature of underlying portfolio. The Group has a process to assess credit risk of all exposures at eachyear end as follows:Stage I
These represent exposures where there has not been a significant increase in credit risk since initial recognition or that has low credit
risk at the reporting date. The Group has assessed that all standard exposures (i.e. exposures with no overdues) and exposure upto 30
days overdues fall under this category. In accordance with Ind AS 109, the Group measures ECL on such assets over next 12 months.
Stage II
Financial instruments that have had a significant increase in credit risk since initial recognition are classified under this stage. Based on
empirical evidence, significant increase in credit risk is witnessed after the overdues on an exposure exceed for a period more than 30
days. Accordingly, the Group classifies all exposures with overdues exceeding 30 days at each reporting date under this Stage. The
Group measures lifetime ECL on stage II loans.
Stage IIIAll exposures having overdue balances for a period exceeding 90 days are considered to be defaults and are classified under thisstage. Accordingly, the Group measures lifetime losses on such exposure. Interest revenue on such contracts is calculated by applying
the effective interest rate to the amortized cost (net of impairment allowance) instead of the gross carrying amount. The method issimilar to Stage II assets, with the probability of default set at 100%.
When estimating ECL on a collective basis for a group of similar assets, the Group applies the same principles for assessing whether
there has been a significant increase in credit risk since initial recognition.
Methodology for calculating ECL
The mechanics of the ECL calculation involve the use of following key elements:
Probability of default (PD) - The probability of default is an estimate of the likelihood of default over a given time horizon (12-month or
lifetime, depending upon the stage of the asset). PD estimation is done based on historical internal data available with the Group. For
credit impaired assets, a PD of 100% has been applied.
Exposure at default (EAD) – It represents an estimate of the exposure of the Group at a future date after considering repayments by
the counterparty before the default event occurs. The outstanding balance as at reporting date is considered as EAD by the Group.
Considering the PD determined above factors in amount at default, there is no separate requirement to estimate EAD.
Loss given default (LGD) – It represents an estimate of the loss expected to be incurred when the event of default occurs. The Group
uses historical loss data/external agency LGD for identified pools for the purpose of calculating LGD.
Forward looking information
While estimating the expected credit losses, the Group reviews macro-economic developments occurring in the economy andmarket it operates in. On a periodic basis, the Group analyses if there is any relationship between key economic trends like GDP,

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2022-23(ii) Non-financial assets
The carrying amount of assets is reviewed at each balance sheet date if there is any indication of impairment based oninternal/external factors. An impairment loss is recognized wherever the carrying amount of an asset exceeds its recoverable amount.
The recoverable amount is the greater of the assets, net selling price and value in use. In assessing value in use, the estimated future
cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the timevalue of money and risks specific to the asset. In determining net selling price, recent market transactions are taken into account, if
available. If no such transactions can be identified, an appropriate valuation model is used. After impairment, depreciation is provided
on the revised carrying amount of the asset over its remaining useful life.

(f) Leases

The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control
the use of an identified asset for a period of time in exchange for consideration.

Where the Group is lessee
The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value
assets. The Group recognizes lease liabilities to make lease payments and right-of-use assets representing the right to use theunderlying assets.
i) Right-of-use assets
The Group recognizes right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available foruse). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any
remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognized, initial direct
costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use
assets are depreciated on a straight-line basis over the lease term. The right-of-use assets are also subject to impairment. (Refer tothe accounting policies in section (e) Impairment of non-financial assets).
ii) Lease Liability
At the commencement date of the lease, the Group recognizes lease liabilities measured at the present value of lease payments to bemade over the lease term. The lease payments include fixed payments (including in substance fixed payments) less any lease
incentives receivable, and amounts expected to be paid under residual value guarantees.
In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement datebecause the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities
is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of leaseliabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g., changes to future
payments resulting from a change in an index or rate used to determine such lease payments).
iii) Short term lease
The Group applies the short-term lease recognition exemption to its short-term leases (i.e., those leases that have a lease term of 12months or less from the commencement date and do not contain a purchase option). Lease payments on short-term leases arerecognized as and when due.

(g)Foreign currency transactions
Functional and presentation currency
The financial statements are presented in Indian Rupees (INR), which are the functional currency of the Group and the currency ofthe primary economic environment in which the Group operates.
Transaction and balance
Transactions in foreign currencies are initially recorded in the functional currency at the spot rate of exchange ruling at the date of
the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the functional currency at
the spot rate of exchange at the reporting date. Non–monetary items that are measured at historical cost in a foreign currency aretranslated using the spot exchange rates as at the date of recognition. The gain or loss arising on translation of non-monetary items
measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e., translationdifferences on items whose fair value gain or loss is recognized in OCI or profit or loss are also recognized in OCI or profit or loss,
respectively).

181

STATUTORY REPORTS

Write-offs
Loans are written off (either partially or in full) when there is no realistic prospect of recovery. This is generally the case when the Group
determines that the borrower does not have assets or sources of income that could generate sufficient cash flows to repay theamounts subjected to write-offs. All such write-offs are charged to the statement of profit and loss. Any subsequent recoveries
against such loans are credited to the statement of profit and loss.

FINANCIAL STATEMENTS

Definition of default and cure
The Group considers a financial instrument as defaulted and classifies it as Stage III (credit-impaired) for ECL calculations typicallywhen the borrower becomes 90 days past due on contractual payments. The Group may also classify a loan in Stage III if there issignificant deterioration in the financial condition of the borrower or an assessment that adverse market conditions may have adisproportionately detrimental effect on the loan repayment. Thus, as a part of the qualitative assessment of whether an instrument isin default, the Group also considers a variety of instances that may indicate delay in or non-repayment of the loan. When such eventsoccur, the Group carefully considers whether the event should result in treating the borrower as defaulted and therefore assessed asStage III for ECL calculations or whether Stage II is appropriate.
Classification of accounts into Stage II is done when there is a significant increase in credit risk since initial recognition, typically whencontractual repayments are more than 30 days past due.

CORPORATE OVERVIEW

Unemployment rates, Benchmark rates set by the Reserve Bank of India, inflation etc. with the estimate of PD, LGD determined by theGroup based on its internal data. While the internal estimates of PD, LGD rates by the Group may not be always reflective of such
relationships, temporary overlays are embedded in the methodology to reflect such macro-economic trends reasonably.

2023

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2022-23h) Retirement benefits

The Group operates following employee benefit plans:i) Defined contribution schemes
The group pays contributions to publicly administered provident funds and employee state insurance schemes as per local
regulations. The Group has no further payment obligations once the contributions have been paid. The contributions are accounted
for as defined contribution plans and the contributions are recognised as employee benefit expense when they are due. If thecontribution payable to the scheme for service received before the balance sheet date exceeds the contribution already paid, thedeficit payable to the scheme is recognized as a liability after deducting the contribution already paid. If the contribution already paid
exceeds the contribution due for services received before the balance sheet date, then excess is recognized as an asset to the extent
that the pre-payment will lead to, for example, a reduction in future payment or a cash refund.
ii) Employee Provident Fund
Retirement benefit in the form of provident fund is a defined contribution scheme. The Group has no obligation, other than thecontribution payable to the provident fund. The Group recognizes contribution payable to the provident fund scheme as expenditurewhen an employee renders the related service.
iii) Defined benefit plan
In accordance with the Payment of Gratuity Act, 1972, the group provides for a lump sum payment to eligible employees, at retirement
or termination of employment based on the last drawn salary and years of employment with the group. The group's obligation in
respect of the gratuity plan, which is a defined benefit plan, is provided for based on actuarial valuation.
Net interest recognized in profit or loss is calculated by applying the discount rate used to measure the defined benefit obligation to
the net defined benefit liability or asset. An actuarial valuation involves making various assumptions that may differ from actual
developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due tothe complexities involved in the valuation and its long-term nature, these liabilities are highly sensitive to changes in theseassumptions. All assumptions are reviewed at each reporting date.
Re-measurement, comprising of actuarial gains and losses, are recognized immediately in the balance sheet with a corresponding
debit or credit to retained earnings through other comprehensive income (OCI) in the period in which they occur. Re-measurements
are not reclassi ed to pro t and loss in subsequent periodsiv) Other long term employee benefits
Group's liabilities towards compensated absences to employees are accrued on the basis of valuations, as at the Balance Sheet date,carried out by an independent actuary using Projected Unit Credit Method. Actuarial gains and losses comprise experience
adjustments and the effects of changes in actuarial assumptions and are recognised immediately in the Statement of Profit and Loss.
The group presents the provision for compensated absences under provisions in the Balance Sheet.
iv) Share-based payments
Equity-settled share-based payments to employees are measured at the fair value of the equity instruments at the grant date.
The cost of equity-settled transactions is measured using the fair value method and recognized, together with a corresponding
increase in the “Stock options outstanding account” in reserves. The cumulative expense recognized for equity-settled transactions
at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group's best estimateof the number of equity instruments that will ultimately vest. The expense or credit recognized in the statement of profit and loss forthe year represents the movement in cumulative expense recognized as at the beginning and end of that year and is recognized in
employee benefits expense.

i) Income taxes

Current tax
Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities
in accordance with The Income Tax Act, 1961. The tax rates and tax laws used to compute the amount are those that are enacted or
substantively enacted, at the reporting date. Current income tax relating to items recognized outside profit or loss is recognizedoutside profit or loss (either in other comprehensive income or in equity).

Deferred taxes
Deferred tax is provided on temporary differences at the reporting date between the tax bases of assets and liabilities and theircarrying amounts for financial reporting purposes.
Deferred tax assets are recognized only to the extent that it is probable that future taxable profits will be available against which theasset can be utilized. The carrying amount of deferred tax assets are reviewed at each reporting date and reduced to the extent that it
is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized.
Unrecognized deferred tax assets are reassessed at each reporting date and are recognized to the extent that it becomes probablethat future taxable profit will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or theliability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.
Current and deferred taxes are recognized as income tax benefits or expenses in the income statement except for tax related to the
FVOCI instruments. The Group also recognizes the tax consequences of payments and issuing costs, related to financial instrumentsthat are classified as equity, directly in equity.
The Group only off-sets its deferred tax assets against liabilities when there is both a legal right to offset and it is the Group's intention
to settle on a net basis.

j) Earnings per share (EPS)The Group reports basic and diluted earnings per share in accordance with Ind AS33 on Earnings per share. Basic EPS is calculated by
dividing the net profit or loss for the year attributable to equity shareholders (after deducting preference dividend and attributable
taxes) by the weighted average number of equity shares outstanding during the year.
For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders and theweighted average number of shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares.
Dilutive potential equity shares are deemed converted as of the beginning of the period, unless they have been issued at a later date.
In computing the dilutive earnings per share, only potential equity shares that are dilutive and that either reduces the earnings per
share or increases loss per share are included.

182

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2022-23k) Provisionsl) Contingent liabilities and assets

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or nonoccurrence of one or more uncertain future events beyond the control of the Group or a present obligation that is not recognizedbecause it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises inextremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. The Group does notrecognize a contingent liability but discloses its existence in the consolidated financial statements.
A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by the occurrence or
non-occurrence of one or more uncertain future events not wholly within the control of the entity. The Group does not have any
contingent assets in the consolidated financial statements.

m) Financial Instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument ofanother entity. Financial assets and financial liabilities are recognized when the entity becomes a party to the contractual provisions of
the instruments.

STATUTORY REPORTS

When the effect of the time value of money is material, the Group determines the level of provision by discounting the expected cash
flows at a pre-tax rate reflecting the current rates specific to the liability. The increase in the provision due to un-winding of discountover passage of time is recognized within finance costs.

CORPORATE OVERVIEW

Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable thatan outflow of economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of theobligation.

Financial Assets
Financial assets are initially recognized on the trade date, i.e., the date that the Group becomes a party to the contractual provisions of
the instrument. The classification of financial instruments at initial recognition depends on their purpose and characteristics and the
management's intention when acquiring them. All financial assets (not measured subsequently at fair value through profit or loss) arerecognized initially at fair value plus transaction costs that are attributable to the acquisition of the financial asset.
Subsequent measurement
For the purpose of subsequent measurement, financial assets are classified in the following categories:l Loan Portfolio at amortized costl Loan Portfolio at fair value through other comprehensive income (FVOCI)l Equity instruments and mutual funds
Loan Portfolio at amortized cost:
Loan Portfolio is subsequently measured at amortized cost where:lcontractual terms that give rise to cash flows on specified dates, that represent solely payments of principal and interest (SPPI)
on the principal amount outstanding; andlare held within a business model whose objective is achieved by holding to collect contractual cash flows.
After initial measurement, these financial assets are subsequently measured at amortized cost using the effective interest rate (EIR)
method less impairment. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs
that are an integral part of the EIR. The EIR amortization is included in finance income in the profit or loss. The losses arising from
impairment are recognized in the statement of profit and loss.
The measurement of credit impairment is based on the three-stage expected credit loss model described in Note: Impairment offinancial assets (refer note 3(e)).
Loan Portfolio at FVOCI:
Loan Portfolio is subsequently measured at FVOCI where:lcontractual terms that give rise to cash flows on specified dates, that represent solely payments of principal and interest (SPPI)
on the principal amount outstanding; andlthe financial asset is held within a business model where objective is achieved by both collecting contractual cash flows andselling financial assets.
Loans included within the FVTOCI category are measured initially as well as at each reporting date at fair value. Fair value movements
are recognized in the other comprehensive income (OCI). However, the Group recognizes interest income, impairment losses &reversals and foreign exchange gain or loss in the statement of profit and loss. On de-recognition of the asset, cumulative gain or loss
previously recognized in OCI is reclassified from the equity to the statement of profit and loss. Interest earned whilst holding FVTOCI
debt instrument is recognized as interest income using the EIR method.
Equity instruments and Mutual Funds
Equity instruments and mutual funds included within the FVTPL category are measured at fair value with all changes recognized in theStatement of profit and loss.
Financial liabilities
Initial Measurement
Financial liabilities are classified and measured at amortized cost. All financial liabilities are recognized initially at fair value and, in thecase of loans and borrowings and payables, net of directly attributable transaction costs. The Group's financial liabilities include tradeand other payables, loans and borrowings including bank overdrafts and derivative financial instruments.

183

FINANCIAL STATEMENTS

Initial Measurement and recognition

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2022-23

Subsequent Measurement
Financial liabilities are subsequently carried at amortized cost using the effective interest method.
De-recognition of financial assets and financial liabilities
Financial Assets
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is de-recognized when
the rights to receive cash flows from the financial asset have expired. The Group also de-recognizes the financial asset if it has
transferred the financial asset and the transfer qualifies for de-recognition.
The Group has transferred the financial asset if, and only if, either:–It has transferred its contractual rights to receive cash flows from the financial asset
or–
It retains the rights to the cash flows, but has assumed an obligation to pay the received cash flows in full without material
delay to a third party under a 'pass-through' arrangement.
Pass-through arrangements are transactions whereby the Group retains the contractual rights to receive the cash flows of afinancial asset (the 'original asset'), but assumes a contractual obligation to pay those cash flows to one or more entities (the'eventual recipients'), when all of the following three conditions are met:–––

The Group has no obligation to pay amounts to the eventual recipients unless it has collected equivalent amounts from theoriginal asset, excluding short-term advances with the right to full recovery of the amount lent plus accrued interest at
market rates.
The Group cannot sell or pledge the original asset other than as security to the eventual recipients.
The Group has to remit any cash flows it collects on behalf of the eventual recipients without material delay.

In addition, the Group is not entitled to reinvest such cash flows, except for investments in cash or cash equivalents includinginterest earned, during the period between the collection date and the date of required remittance to the eventual recipients. A
transfer only qualifies for de-recognition if either:–

The Group has transferred substantially all the risks and rewards of the asset
or–
The Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred controlof the asset.
The Group considers control to be transferred if and only if, the transferee has the practical ability to sell the asset in its entirety to an
unrelated third party and is able to exercise that ability unilaterally and without imposing additional restrictions on the transfer.
When the Group has neither transferred nor retained substantially all the risks and rewards and has retained control of the asset, theasset continues to be recognized only to the extent of the Group's continuing involvement, in which case, the Group also
recognizes an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights
and obligations that the Group has retained.
On derecognition of a financial asset in its entirety, the difference between: (a) the carrying amount (measured at the date ofderecognition) and (b) the consideration received (including any new asset obtained less any new liability assumed) is recognizedin the statement of profit or loss account.
Derecognition due to modification of terms and conditions
The Group de‐recognizes a financial asset, when the terms and conditions have been renegotiated to the extent that, substantially,
it becomes a new loan, with the difference recognized as a derecognition gain or loss, to the extent that an impairment loss has notalready been recorded. The newly recognized loans are classified as Stage 1 for ECL measurement purposes, unless the new loan isdeemed to be Purchase Oriented Credit Impaired ("POCI").
If the modification does not result in cash flows that are substantially different, the modification does not result in derecognition.
Based on the change in cash flows discounted at the original EIR, the Group records a modification gain or loss, to the extent thatan impairment loss has not already been recorded.

Financial Liabilities
Financial liability is de-recognized when the obligation under the liability is discharged, cancelled or expires. Where an existing
financial liability is replaced by another from the same lender on substantially different terms or the terms of an existing liability aresubstantially modified, such an exchange or modification is treated as a de-recognition of the original liability and the re-cognitionof a new liability. The difference in the respective carrying amounts is recognized in the statement of profit and loss.

n) Fair value measurement
The Group measures financial instruments at fair value at each balance sheet date using various valuation techniques.
Fair value is the price at the measurement date, at which an asset can be sold or paid to transfer a liability, in an orderly transaction
between market participants at the measurement date.
The Group's accounting policies require, measurement of certain financial instruments at fair values (either on a recurring or nonrecurring basis). Also, the fair values of financial instruments measured at amortized cost are required to be disclosed in the said
consolidated financial statements.
Accordingly, the Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data isavailable to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the consolidated financial statements are categorized within
the fair value hierarchy described as follows:l
Level 1 financial instruments - Those where the inputs used in the valuation are unadjusted quoted prices from active markets
for identical assets or liabilities that the Group has access to at the measurement date. The Group considers markets as active
only if there are sufficient trading activities with regards to the volume and liquidity of the identical assets or liabilities andwhen there are binding and exercisable price quotes available on the balance sheet date.

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l

Level 2 financial instruments - Those where the inputs that are used for valuation and are significant, are derived from directly
or indirectly observable market data available over the entire period of the instrument's life.
Level 3 financial instruments − include one or more unobservable input where there is little market activity for theasset/liability at the measurement date that is significant to the measurement as a whole.

o) Cash and cash equivalents
Cash and cash equivalents in the balance sheet comprise cash at banks and on hand and short-term deposits with an original
maturity of three months or less, which are subject to an insigni cant risk of changes in value.

p) Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision
maker. The risk and returns of the business of the Group is not associated with geographical segmentation, hence there is nosecondary segment.

CORPORATE OVERVIEW

l

2022-23r) Derivative financial instruments at fair value through profit or loss
A derivative is a financial instrument or other contract with all three of the following characteristics:i.
Its value changes in response to the change in a specified interest rate, financial instrument price, commodity price, foreignexchange rate, index of prices or rates, credit rating or credit index, or other variable, provided that, in the case of a nonfinancial variable, it is not specific to a party to the contract (i.e., the 'underlying').
ii.
t requires no initial net investment or an initial net investment that is smaller than would be required for other types ofcontracts expected to have a similar response to changes in market factors.
iii.
It is settled at a future date.

Initial recognition and subsequent measurement
The Group uses derivative financial instruments, such as currency and interest rate swaps , to hedge its foreign currency risks andinterest rate risks, respectively. Derivative financial instruments are initially recognized at fair value on the date on which aderivative contract is entered into and are subsequently re-measured at fair value. Derivatives are carried as financial assets when
the fair value is positive and as financial liabilities when the fair value is negative. Any gains or losses arising from changes in the fairvalue of derivatives are taken directly to profit or loss except for the effective portion of cash flow hedges, which is recognized in
OCI and later reclassified to profit or loss when the hedge item affects profit or loss or treated as basis adjustment if a hedged
forecast transaction subsequently results in the recognition of a non-financial asset or non-financial liability.
Changes in the fair value of currency and interest rate swaps entered to hedge foreign currency risks and interest rate risks,
respectively, on external commercial borrowing are included in Net loss / (gain) on fair value of derivative contracts measured at fairvalue through profit or loss under finance cost. Changes in the fair value of other derivatives are included in net gain/(loss) on fairvalue changes unless hedge accounting is applied. The Group does not apply hedge accounting.

3B. Recent pronouncements
Ministry of Corporate Affairs (“MCA”) notifies new standard or amendments to the existing standards under Companies (Indian
Accounting Standards) Rules as issued from time to time. On March 31, 2023, MCA amended the Companies (Indian AccountingStandards) Amendment Rules, 2023, applicable from April 1, 2023, as below:
Ind AS 1 – Presentation of Financial Statements
The amendment requires companies to disclose their material accounting policies instead of their significant accounting policies.
Accounting policy information is considered material when it can reasonably be expected to influence decisions of primary users ofgeneral-purpose financial statements. The Group does not expect this amendment to have a significant impact on its consolidated
financial statements.
Ind AS 12 – Income Taxes
The amendments clarify how companies account for deferred tax on transactions such as leases and decommissioning obligations.
The scope of the recognition exemption in paragraphs 15 and 24 of Ind AS 12 has been narrowed so that it no longer applies totransactions that, on initial recognition, give rise to equal taxable and deductible temporary differences. The Group is evaluating theimpact, if any, on its consolidated financial statements.
Ind AS 8 – Accounting Policies, Changes in Accounting Estimates and Errors
The amendments help entities distinguish between accounting policies and accounting estimates. The definition of a change inaccounting estimates has been replaced with a definition of accounting estimates. Accounting estimates are "monetary amounts infinancial statements that are subject to measurement uncertainty". Entities develop accounting estimates if accounting policies
require items in financial statements to be measured in a way that involves measurement uncertainty. The Group does not expect thisamendment to have a significant impact on its consolidated financial statements.

185

FINANCIAL STATEMENTS

Investment in Security receipts issues by trust floated by asset reconstruction company are accounted for at fair value throughprofit and loss (FVTPL).

STATUTORY REPORTSq) Investment

Annual Repo

2023

2022-23

SATYA MicroCapital Limited
Notes to the Consolidated Financial Statements for the Year Ended March 31, 2023(₹ in million unless otherwise stated)

As at March 31, 2023

Pa iculars

As at March 31, 2022

4: Cash and cash equivalents
Cash on hand
Balances with banks
On current accounts
Deposits with original maturity of less than three months

17.27

2.91

2,288.63-

765.49510.042,305.90

1,278.44

Balances with banks in current accounts do not earn any interest. Short-term deposits are made for varying maturity upto three months,
depending upon the funding requirements of the Group, and earn interest at the respective short-term rates.
The Group has not taken any bank overdraft against such deposits, therefore the cash and cash equivalents for consolidated statement of cash
flow are the same as cash and cash equivalents given above.
Pa iculars

As at March 31, 2023

As at March 31, 2022

38.93
2,053.62

164.4736.57
3013.85

2,092.55

3214.89

5: Bank balance other than cash and cash equivalents
Deposits with maturity of less than 12 months
Deposits with maturity of more than 12 months
Margin money deposits (refer note b below)

Note:(a) Fixed deposits and margin money deposits with banks earn interest at fixed rates or floating rates based on daily bank deposit rates.
(b)The amount under lien as security against term loan, overdraft facility availed, assets securitized and business correspondence.
Pa iculars

As at March 31, 2023

As at March 31, 2022

106.4873.40

106.4873.40

6: Trade receivables (at amortized cost)
Unsecured, considered good

Trade receivables are non-interest bearing and generally due in short-term. Based on the management's assessment, no impairment
allowance is considered necessary for trade receivables.
Trade Receivable as at March 31, 2023:

Pa iculars(i) Undisputed Trade receivables– considered good(ii) Undisputed Trade Receivables– credit impaired(iii) Disputed Trade Receivables– considered good(iv) Disputed Trade Receivables– credit impaired

Outstanding for following periods from due date of payment*
6 months
More thanLess than
1-2 years
2-3 years-1 year
3 years
6 months

Unbilled
Revenue

Total

2.40

93.19

4.41

6.48

-

-

106.48

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Trade Receivable as at March 31, 2022:

Pa iculars(i) Undisputed Trade receivables– considered good(ii) Undisputed Trade Receivables– credit impaired(iii) Disputed Trade Receivables– considered good(iv) Disputed Trade Receivables– credit impaired

Outstanding for following periods from due date of payment*
6 months
More thanLess than
Unbilled
1-2 years
2-3 years-1 year
3 years
6 months
Revenue

Total

-

64.27

1.76

737

-

-

73.40

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

*in case where due date of payment is not specified, disclosure has been given based on the date of transaction.

Pa iculars

As at March 31, 2023

As at March 31, 2022

(a) Portfolio loans (at amortised cost)
Joint Liability Group Loans
Individual Loans
Housing Loans
Less: Impairment loss allowance
Total (net)37,808.57
597.78246.47(421.23)
38,231.59

23,356.88
204.42(399.96)
23,161.34

7: Loan portfolio

Contd...

186

Annual Repo

2023

2022-23

As at March 31, 2022

692.3437,960.48(421.23)

23,561.30(399.96)

38,231.59

23,161.34

674.1414.89
37,542.56

23,161.34

38,231.59

23,161.34

38,652.82(421.23)

23,561.30(399.96)

38,231.59

23,161.34(b) (i) Secured(ii) Unsecured
Less: Impairment loss allowance
Total (net)- Secured by Land and property- Secured by book debts- Unsecured
Total (net)(c) Loans in India(i) Public Sector(ii) Others
Less: Impairment loss allowance
Total (net)

Overview of the loan portfolio of the GroupThe Group is primarily in the business of providing micro loans towards income generating activities with its operations spread out in different
parts of India. The Group’s focus is to reach out to the unbanked section of society and providing financial services to women entrepreneurs.
The table below discloses credit quality of the Group’s exposures (net of impairment loss allowance) as at reporting date:

STATUTORY REPORTS

As at March 31, 2023

CORPORATE OVERVIEW(₹ in million unless otherwise stated)

Pa iculars

Portfolio classification as at March 31, 2023:

37,138.33
591.16
243.67(58.53)37,914.63

Stage II
177.352.57
2.40(45.10)137.22

Stage III*492.894.05
0.40(317.60)
179.74

Total
37,808.57
597.78246.47(421.23)
38,231.59*it includes 19,106 cases wherein principal and interest outstanding for more than 90 days are ₹ 472.85 million and ₹ 24.58 million respectively.

Portfolio classification as at March 31, 2022:
Pa iculars
Portfolio Loans
Joint Liability Group Loans
Individual Loans
Less: Impairment loss allowanceStage I

Total (net)Stage II

Stage III

Total

21,626.71
182.42(35.93)905.008.00(164.90)825.17
14.00(199.13)

23,356.88
204.42(399.96)

21,773.20

748.10640.04

23,161.34*it includes 37,272 cases wherein principal and interest outstanding for more than 90 days are ₹ 785.44 million and ₹ 53.73 million respectively.

Gross portfolio movement for the year ended March 31, 2023:
Stage IPa iculars
Gross carrying amount as at April 01, 2022

Stage II

Stage III

Total

21,809.13

913.00839.1723,561.30

Total (A)21,809.13

913.00839.1723,561.30

Total (B)

31.10
(258.06)(1,321.67)(1,548.63)(27.63)258.93(621.18)(389.88)(3.47)(0.87)
1,942.85
1,938.51-

Inter-stage movements
Stage I
Stage II
Stage III
Write-offs
New assets originated(netted off for repayment and loans derecognised during the year)

Total (D)Gross carrying amount as at March 31, 2023
Total (A+B+C+D)
Gross portfolio movement for the year ended March 31, 2022:
Pa iculars
Gross carrying amount as at April 1, 2021
Total (A)Inter-stage movements
Stage I
Stage II
Stage III
Total (B)

(0.70)(0.54)(208.81)(210.05)(0.70)(0.54)(208.81)(210.05)

17,713.36(340.26)(2,071.53)

15,301.57

17,713.36(340.26)(2,071.53)

15,301.57

37,973.16

182.32497.3438,652.82

37,973.16

182.32497.3438,652.82

Stage I

Stage II

Stage III

Total

11,133.41

1,173.30

191.95

12,498.66

11,133.41

1,173.30

191.95

12,498.66

142.74(581.07)(390.14)(134.57)
583.49(366.72)(8.17)(2.42)
756.86-(828.47)82.20

746.27

Contd...

187

FINANCIAL STATEMENTS

Stage IPa iculars
Portfolio Loans
Joint Liability Group Loans
Individual Loans
Housing Loans
Less: Impairment loss allowance
Total (net)Annual Repo

2023

2022-23(₹ in million unless otherwise stated)

Stage IPa iculars
Write-o s

Stage II

Stage III

Total

-

-

(123.41)(123.41)--(123.41)(123.41)

New assets originated(netted off for repayment and loans derecognised during
the year)

11,504.19(342.50)

24.36

11,186.05

Total (D)11,504.19(342.50)

24.36

11,186.05

21,809.13

913.00839.1723,561.30

21,809.13

913.00839.1723,561.30

Gross carrying amount as at March 31, 2022
Total (A+B+C+D)
ECL movement during the year ended March 31, 2023:
Pa iculars

Stage I

Balance at the beginning of the year
Provision made/ (reversed) during the year(refer notes below)
Write-offs

Stage II

35.93
23.31
(0.70)
58.54

Balance at the end of the year

Stage III164.90(119.26)(0.54)
45.10

199.13327.28(208.81)317.60Total
399.96231.32(210.05)421.23

Notes:
1. It includes ECL provision of ₹ 491.21 million which has been reversed on account of sale of po folio of such loans to trust oated by Phoenix ARC Private Limited.
2. ECL as at April 01,2022 of SATYA Micro Housing Finance Private Limited ₹ 0.49 million included in provision made/(reversed) during the year.

ECL movement during the year ended March 31, 2022:
Pa iculars

Stage I

Stage II

Stage III

Balance at the beginning of the year
Provision made/ (reversed) during the year
Write-o s

22.13
13.80
-

218.74(53.84)-111.79210.75(123.41)

Total
352.66
170.71(123.41)

Balance at the end of the year

35.93

164.90199.13399.96As at March 31, 2023

Pa iculars

As at March 31, 2022

8: Investment
Equity instrument (at cost)
Investment in SATYA Micro Housing Finance Private Limited(Formerly known as Baid Housing Finance Private Limited)
NIL (March 31, 2022: 360,107) equity shares of face value of ₹ 10 eachLess: Share of net pro ts/(losses) of associates accounted for using
the equity method
Security Receipts
1,304,340 (March 31, 2022 : Nil) security receipts in Phoenix Trust(Trust oated by Phoenix ARC Private Limited)
Investment in India
Investment outside India
Total

-

46.36

-

(0.22)

1,261.30
1,261.30

46.14

1,261.30
1,261.30

46.14
46.14

SATYA Micro Housing Finance Private Limited (Formerly known as Baid Housing Finance Private Limited) ('SMHFPL') has become thesubsidiary Company with effect from June 14,2022 and holding 96.66% as on March 31, 2023 (March 31, 2022: 24%)
As at March 31, 2023

As at March 31, 2022

11.20

8.33

(A)

11.20

8.33

(B)

51.10
303.29758.04105.54
1,217.97

19.44
215.00310.7316.76
561.93

Total (A+B)

1,229.17

570.26

Pa iculars
9: Other financial assets (at amortised cost)
A. Security deposits
Unsecured, considered goodB. Other assets
Loans to employees
Margin money held with nancial institution
Interest only strip receivable
Other recoverable

Note: The margin money held with financial institution are under lien as security against term loan and business correspondence.

Pa iculars

As at March 31, 2023

As at March 31, 2022

141.4446.17

141.4446.17

10: Current tax assets (net)
Advance income-tax (net of provision for income-tax)

188

Annual Repo

2023

2022-23(₹ in million unless otherwise stated)

Pa iculars

As at March 31, 2023

As at March 31, 2022

105.71
17.72
17.07
50.75
1.75
1.75
-

100.66
9.21
10.09
1.80
35.15

194.75156.91190.7852.92
243.70(48.95)

78.20
14.26
92.47
64.45

As at March 31, 2023

As at March 31, 2022

Pa iculars
11: Deferred tax assets/(liabilities) (net) - Subsidiary Company(A) Deferred tax assets
Provision for employee benefits
Impairment of financials instruments
Financial assets measured at amortised cost
Total deferred tax assets(B) Deferred tax liabilities
Prope y, plant and equipment
Total deferred tax liabilities
Net deferred tax assets (A-B)
Deferred tax charge/(credit) recognised in Statement of pro t or loss
Deferred tax charge/(credit) recognised in other comprehensive income

0.12
0.31
0.89
1.32

-

0.03
0.03
1.29

0.00
0.00

114.60(1.63)

7.95(0.25)The Group offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax
liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.

12A: Property, plant and equipment
Furnitureand Fixtures

OfficeEquipment

VehiclesComputers
and Data
Processing
Units

Gross block (at cost)
As at April 1, 2021
Additions
Disposals

25.23
27.84
(0.86)

14.80
9.28(0.47)

4.22
4.43
-

58.68
39.32
(6.06)

32.10
-

13.24
22.48
-

148.27103.35(7.39)

As at March 31, 2022

52.20

23.61

8.65

91.94

32.10

35.75

244.23

Additions
Disposals

12.78(1.00)

29.15(0.20)

15.39(0.73)

55.04(20.75)-

119.33(22.68)As at March 31, 2023

340.88Pa iculars

Right-of-use
Asset

OfficePremises

Total

63.98

52.56

23.31

126.24

32.10

6.97
42.69

Accumulated depreciation
As at April 1, 2021
Charge for the year
Disposals

13.81
12.49
(0.48)

7.62
4.92(0.18)

2.29
0.91
-

35.80
24.30
(5.42)

0.27
1.55
-

12.75
13.04
-

72.53
57.22
(6.09)

As at March 31, 2022

25.82

12.36

3.20

54.68

1.82

25.79

123.67

Charge for the year
Disposals

14.16(0.90)

13.83(0.18)

36.02(18.87)

1.47
-

7.90
-

76.92
(20.16)As at March 31, 2023

39.08

26.01

3.54
(0.21)
6.53

71.83

3.29

33.69

180.43

Net carrying amountAs at March 31, 2022

26.39

11.25

5.45

37.26

30.28

9.93

120.56As at March 31, 2023

24.90

26.55

16.78

54.41

28.81

9.00

160.45

12B: Capital work-in-progress
Pa iculars
As at April 1, 2021
Additions
As at March 31, 2022

Total

Land and Building--

Additions612.12612.12As at March 31, 2023

612.12612.12189

STATUTORY REPORTS

Total deferred tax assets(B) Deferred tax liabilities
Interest only strip receivable
OthersTotal deferred tax liabilities
Net deferred tax assets/(liabilities) (A-B)

FINANCIAL STATEMENTS(A) Deferred tax assets
Impairment of financials instruments
Provision for employee benefits
Property, plant and equipment
Financial assets measured at amortised cost
Fair valuation of derivative financial instruments
Liability against leases and right of use assets
OthersCORPORATE OVERVIEW

11: Deferred tax assets/(liabilities) (net) - Holding company

Annual Repo

2023

Note : Capital work-in-progress ageing schedule as at March 31, 2023(₹ in million unless otherwise stated)

Amount in Capital work-in-progress for a period

Pa iculars

Less than 1 year

1-2 years

2-3 years

612.12--Land and building*2022-23

Total

More than 3 years-

612.12*includes interest capitalised of ₹ 27.20 Million.

12C: Intangible assets
Computer Software

Pa iculars
Gross block (at cost)
As at April 1, 2021
Additions
Disposals

Total

2.90
0.15
(1.03)
2.02

2.90
0.15
(1.03)
2.02

0.06
-

2.06
-

2.08

2.08

2.03
0.24
(0.58)
1.69

2.03
0.24
(0.58)
1.69

Charge for the year
Disposals

0.19
-

0.19
-

As at March 31, 2023

1.88

1.88

0.33
0.20

0.33
0.20

As at March 31, 2022
Additions
Disposals
As at March 31, 2023
Accumulated amo ization
As at April 1, 2021
Charge for the year
Disposals
As at April 1, 2022

Net carrying amountAs at March 31, 2022
As at March 31, 2023

Note:
1. There have been no acquisitions through business combinations and no change of amount due to revaluation of Prope y, plant and equipment, right-of-use asset and intangible
assets during the year ended March 31, 2023 and March 31, 2022.
2. Carrying value of prope y, plant and equipment and capital work-in-progress pledged as collateral for liabilities are ₹ 621.64 million as at March 31, 2023 (March 31, 2022: ₹ Nil)

Pa iculars
13 : Other non-financial assets

As at March 31, 2023

As at March 31, 2022

276.55
80.71
4.23
1.13
47.88
410.50192.13
32.32
9.64
11.21
51.09
296.39Unsecured, considered good
Prepaid expenses
Balance in employee imprest accounts
GST receivable
Capital Advances
Other advances

Pa iculars

As at March 31, 2023
Notional Amount (INR)

14: Derivative financial instruments
Currency and interest swap
Total

As at March 31, 2022

Fair Value (INR)

Notional Amount (INR)

329.486.95-

329.48

6.95-

Fair Value (INR)

The Group entered derivatives for risk management purposes. Derivatives (i.e., currency and interest rate swaps) held for risk management
purposes include hedges that are economic hedges, but the group has elected not to apply hedge accounting requirements.
Pa iculars

As at March 31, 2023

As at March 31, 2022

0.53

-

103.4682.49

103.9982.49

15: Trade Payable
A. Trade Payable(i) total outstanding dues of micro enterprises and small enterprises(MSME)(refer note 42)(ii) total outstanding dues of creditors other than micro enterprises
and small enterprises

Trade Payable as at March 31, 2023:
Pa iculars

Outstanding for following periods from due date of payment*

Unbilleddues

Less than 1 year

1-2 years

2-3 years

More than 3 years

Total(i) MSME

-

0.53

-

-

-

0.53

(ii) Others

20.44
-

80.56

1.94

0.33

0.19

103.46(iii) Disputed dues – MSME

-

-

-

-

-

(iv)Disputed dues - Others

-

-

-

-

-

-

190

Annual Repo

2023

Trade Payable as at March 31, 2022:(₹ in million unless otherwise stated)

Outstanding for following periods from due date of payment*

Unbilleddues

Less than 1 year

1-2 years

2-3 years

More than 3 years

Total(i) MSME

-

-

-

-

-

-

(ii) Others

19.52

62.26

0.41

0.20

0.10

82.49

(iii) Disputed dues – MSME

-

-

-

-

-

-

(iv)Disputed dues - Others

-

-

-

-

-

-

*in case where due date of payment is not speci ed, disclosure has been given based on the date of transaction.

Pa iculars

As at March 31, 2023

As at March 31, 2022

CORPORATE OVERVIEW

Pa iculars

2022-23-231.44410.86403.05

-

83.46

-

82.91

287.84286.68291.28388.38352.41352.4986.32

172.09260.99261.65244.05218.42225.40226.34164.09164.71

164.23164.74805.62808.97-302.85427.77429.64223.82224.90223.82224.90181.61

257.84232.92-

155.22-136.92-

142.19-464.75-361.55-320.60-160.26-

Contd...

191

FINANCIAL STATEMENTS(a) Debentures
Secured*Nil (March 31, 2022: 1,500), 14.50%, senior secured, unlisted, rated, transferable,
redeemable, principal protected market linked debentures of ₹100,000 each
400 (March 31, 2022: 400), 13.80%, secured, rated, listed transferable non-convertible
debentures of ₹ 1,000,000 each
Nil (March 31, 2022: 24,983) 13.60%, secured, unlisted, rated, redeemable, nonconvertible debenture of ₹10,000 each
Nil (March 31, 2022: 24,983) 13.60%, unlisted, unsubordinated, secured, transferable,
redeemable non-convertible debentures of ₹10,000 each
285 (March 31, 2022: 285) 12.85%, secured, listed, non-convertible debentures of ₹1,000,000 each
380 (March 31, 2022: 380) 12.40% secured, rated, listed, redeemable, non-convertible
debentures of face value of ₹ 1,000,000/- each
345 (March 31, 2022: 345) 12.40% secured, rated, listed, redeemable, non-convertible
debentures of face value of ₹ 1,000,000/- each
25,000,000 (March 31, 2022: 25,000,000) 13.75% fully paid-up unlisted, senior,secured, rated, redeemable taxable, transferable non-convertible debentures eachhaving a face value of ₹ 10/- each260 (March 31, 2022: 260) 12.30% secured, rated, listed, redeemable, transferable,
non-convertible debentures of face value of ₹ 1,000,000/- each
2,000 (March 31, 2022: 2,000) 13.16% secured, rated, listed, redeemable, transferable,
principal protected market linked non-convertible debentures of face value of ₹100,000/- each221 (March 31, 2022: 221) 12.40% secured, rated, listed, redeemable, transferable, nonconvertible debentures of face value of ₹ 1,000,000/- each161 (March 31, 2022: 161) 12.40% secured, rated, listed, redeemable, non-convertible
debentures of face value of ₹ 1,000,000/- each161 (March 31, 2022: 161) 12.40% secured, rated, listed, redeemable, non-convertible
debentures of face value of ₹ 1,000,000/- each
800 (March 31, 2022: 800) 12.38% secured, rated, listed, redeemable, transferable,
non-convertible debentures of face value of ₹ 1,000,000/- each
Nil (March 31, 2022: 300) 11.50% secured, rated, unlisted, redeemable, non-convertible
debentures of face value of ₹ 1,000,000/- each420 (March 31, 2022: 420) 12.44% secured, rated, listed, redeemable, transferable,
non-convertible debentures of face value of ₹ 1,000,000/- each
225 (March 31, 2022: 225) 12.45% secured, rated, listed, redeemable, transferable, nonconvertible debentures of face value of ₹ 1,000,000/- each
225 (March 31, 2022: 225) 12.45% secured, rated, listed, redeemable, transferable, nonconvertible debentures of face value of ₹ 1,000,000/- each260 (March 31, 2022: 260) 11.76% secured, rated, unlisted, senior, transferable,
redeemable, non-convertible debentures of face value of ₹ 1,000,000/- each
225 (March 31, 2022: Nil) 12.45% secured, rated, listed, redeemable, transferable, nonconvertible debentures of face value of ₹ 1,000,000/- each
150 (March 31, 2022: Nil) 12.45% secured, rated, listed, redeemable, transferable, nonconvertible debentures of face value of ₹ 1,000,000/- each240 (March 31, 2022: Nil) 12% secured, rated, listed, redeemable, transferable, nonconvertible debentures of face value of ₹ 1,000,000/- each
250 (March 31, 2022: Nil) 11.61% senior, rated, listed, unsubordinated, secured,redeemable, transferable, taxable, non-convertible debentures of face value of ₹1,000,000/- each467 (March 31, 2022: Nil) 11.42% secured, rated, unlisted, redeemable, transferable,
non-convertible debentures of face value of ₹ 1,000,000/- each
350 (March 31, 2022: Nil) 10.11% fully paid, senior, secured, rated, listed, taxable
principal protect market linked, redeemable, non-convertible debentures of face valueof ₹ 1,000,000/- each
300 (March 31, 2022: Nil) 13.31% secured, listed, rated, unsubordinated, transferable,
redeemable, principal protected, market linked non-convertible debentures of facevalue of ₹ 1,000,000/- each
150 (March 31, 2022: Nil) 13.31% secured, listed, rated, unsubordinated, transferable,
redeemable, principal protected, market linked non-convertible debentures of facevalue of ₹ 1,000,000/- each

STATUTORY REPORTS

16: Debt Securities (at amortised cost)Annual Repo

2023

2022-23(₹ in million unless otherwise stated)

200 (March 31, 2022: Nil) 12% senior, rated, listed, unsubordinated, secured,redeemable, transferable, taxable, non-convertible debentures of face value of ₹1,000,000/- each
250 (March 31, 2022: Nil) 12.75% senior, rated, listed, unsubordinated, secured,redeemable, transferable, taxable, non-conve ible debentures of face value of ₹1,000,000/- each
700 (March 31, 2022: Nil) 12% unlisted, secured, rated, redeemable, non-conve ible
debentures of face value of ₹ 1,000,000/- each
300 (March 31, 2022: Nil) 12% unlisted, secured, rated, redeemable, non-conve ible
debentures of face value of ₹ 1,000,000/- each
20,500 (March 31, 2022: Nil) 11.85% unlisted, senior, secured, redeemable,transferable, non-conve ible debentures of face value of ₹ 100,000/- each

157.38-213.86-700.99-300.33-

2,036.02-

627.59-Total debt securities

10,360.69

5,285.46

Borrowings in India
Borrowings outside India

10,360.69-

5,285.46-

10,360.69

5,285.46

As at March 31, 2023

As at March 31, 2022

Unsecured610 (March 31, 2022: Nil) 11.75% unlisted, unsecured, transferable, redeemable andinterest bearing non-conve ible debentures of face value of ₹ 1,000,000/- each

Total
* Loans are secured by hypothecation of book debts.

Pa iculars(b) Borrowings (other than debt securities) (at amortised cost)
SecuredTerm loan**
From banks
From others
Car loan***
Bank overdra *External commercial borrowings**
Borrowing under securitization arrangement**
From banks
From others
Total borrowings (other than debt securities)

14,488.64
9,010.44
8.55
308.96324.5010,059.53
3,985.39
1,328.46-

1,001.38
25,142.47

766.29196.8916,336.56

24,817.97
324.5025,142.47

16,336.56
16,336.56

206.81206.47244.90243.56301.89302.26311.20301.98

96.09
-

95.96
-

Total subordinated liabilities

1,160.89

1,150.23

Borrowings in India
Borrowings outside India
Total

1,160.89
1,160.89

1,150.23
1,150.23

34,875.57
1,788.48
36,664.05

21,622.02
1,150.23
22,772.25

Borrowings in India
Borrowings outside India
Total*Bank overdra is secured by term deposits with banks.
**Loans are secured by hypothecation of book debts, margin money deposits and land and building (capital work-in-progress).
***Loans are secured by hypothecation of vehicle.

(c) Subordinated liabilities (at amortised cost)
Unsecured debentures #200 (March 31, 2022: 200) 15.75% rated, unlisted, subordinated, unsecured,transferable, redeemable, non-conve ible debentures of ₹1,000,000 each
25,000,000 (March 31, 2022: 25,000,000) 14.27% rated, listed, unsecured,
subordinated, redeemable, taxable, non-conve ible debentures of ₹ 10 each
3,000 (March 31, 2022: 3,000) 14.75% rated, unlisted, subordinate,
unsecured, redeemable, transferable, non-conve ible debentures of facevalue of ₹ 100,000/- each
300 (March 31, 2022: 300) 15.15% rated, unlisted, subordinate, unsecured,taxable, redeemable, non-conve ible debentures of face value of ₹1,000,000/- each
Unsecured term loan#
From banks
From others# The unsecured borrowings are in the nature of subordinated liabilities and non-conve ible debentures.

Above amount includes
Secured borrowings*
Unsecured borrowings #Net amount* Loans are secured by hypothecation of book debts and margin money deposits.
# The unsecured borrowings are in the nature of subordinated liabilities and non-conve ible debentures.

192

Annual Repo

2023

16A. Terms of principal repayment of borrowings as at March 31, 2023
Interest rate(₹ in million unless otherwise stated)

Due between 1-2 years

Due between 2-3 years

Due beyond 3 years

Total

No. ofinstallments

AmountNo. ofinstallments

AmountNo. ofinstallments

AmountNo. ofinstallments

11.51%-12.00%
12.51%-13.00%

1212

100.00
83.33

7
12

58.33
83.33

0
7

48.61

0
0

-

158.33215.27

11.51%-12.00%

4
4
4
4

150.00137.14142.86350.0040
0
4150.00350.00

0
0
0
0

-

0
0
0
0

-

300.00137.14142.86700.0011.01%-11.50%
11.51%-12.00%0
1410.001
0116.75-2
1350.25410.00031,230.00

467.002,050.00

11.51%-12.00%
13.51%-14.00%

1
1
0
0
0
0
0

78.00
83.33
-

1
0
0
0
0
0
0

104.00
-

0
0
2
2
1
1
0

-

0
0

225.00225.00
56.25
37.50
-

0
0
1
1
1

168.75112.50285.00182.0083.33
225.00225.00225.00150.00285.00350.00285.00
-

0
0
1
1
0
0
0
0
0
0
0
1
0
0

150.00345.00200.00
-

0
1
0
1
1
0
0
0
0
0
0
0
0
1

610.00260.00420.00300.00

0
0
0

1
0
0
0

800.00161.00161.00221.00400.00-350.00610.00150.00345.00260.00420.00800.00161.00161.00221.00400.00200.00285.00300.00166.67182.40381.8272.73
188.4090.00
112.5082.50
333.3337.50
196.57

0
12
0
7
6
0
0
0
7
7
0

182.4042.42
90.97
193.83
21.88
-

0
1
0
0
0
0
0
0
0
0
0

11.36
-

0
0
0
0
0
0
0
0
0
0
0

-

166.67376.16381.82115.15279.3790.00
112.5082.50
527.1659.38
196.57375.00120.00175.00114.58112.5053.68
100.00500.0064.83
228.57136.36130.34100.00

0
5
1
8
12
12
5
5
0
0
0
1
2

50.00
14.58
83.33
150.0059.57
41.67
208.33
11.54
16.67

0
0
0
0
11
0
0
0
0
0
0
0
0

137.28
-

0
0
0
0
0
0
0
0
0
0
0
0
0

-

375.00170.00189.58197.91399.78113.25141.67708.3364.83
228.57136.36141.88116.67

AmountDebt Securities
NCD
Monthly
1-3 years
Qua erly
1-3 years

CORPORATE OVERVIEW

Original maturityof loanDue within 1 year2022-23

Yearly
1-3 years

Above 3 years

12.01%-12.50%

Bullet10.01%-10.50%
11.51%-12.00%
13.51%-14.00%

1
0
0
0
0
12.01%-12.50%000Above 3 years
0012.51%-13.00%
0
13.01%-13.50%
013.51%-14.00%
1
15.01%-15.50%
0Borrowings (Other than Debt Securities)
Term Loan
Monthly
78.51%-9.00%
12
7
12
12
6
9.01%-9.50%
9
10
12
12
9.51%-10.00%
12
1-3 years

1-3 years
10.01%-10.50%

10.51%-11.00%

9
12
12
11
9
12
12
12
12
12
6
12
12

0
0
0
1
1
1
1

Contd...

193

FINANCIAL STATEMENTS

Above 3 years

STATUTORY REPORTS

Half YearlyAnnual Repo

2023

16A. Terms of principal repayment of borrowings as at March 31, 2023
Original maturityof loanInterest rate

10.51%-11.00%

11.01%-11.50%

11.51%-12.00%

1-3 years

12.01%-12.50%

12.51%-13.00%

12.51%-13.00%

13.01%-13.50%

Above 3 years

13.51%-14.00%
14.51%-15.00%
9.01%-9.50%
10.01%-10.50%
12.01%-12.50%
12.51%-13.00%

Due within 1 year2022-23(₹ in million unless otherwise stated)

Due between 1-2 years

Due between 2-3 years
No. ofinstallments

AmountNo. ofinstallments

600.00
26.67
11.81
-

0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0

-

75.00
175.001,000.00
2,000.00
212.5084.14
333.3395.83
1,000.00
320.00619.05113.44154.3519.15
279.06131.2553.50
145.8370.90
250.00200.00300.00249.99437.50

28.59
27.50
30.33
65.64
25.02
33.93
77.27
76.92
1.75
54.79
-

0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
18
1
1

-

326.12101.75179.7344.64
105.0090.61
4.22
247.50130.00120.00250.00125.0015.92
112.50
25.00
50.00
12.50
37.50
75.00
92.89
156.25150.00166.6788.87
138.810.83
550.00229.17
197.78150.00150.00231.07
6.25
283.33125.00327.45345.27
4.48
147.49151.60
Contd...

No. ofinstallments

AmountNo. ofinstallments

12
12
8
9
11
12
12
12
12
10
12
11
12
6
12
12
12
12
12
9
10
10
11
12

75.00
100.00380.95600.00137.5054.96
200.0050.00
500.00133.33619.05113.44
99.79
19.15
191.9775.00
53.50
125.0064.69
106.71
95.24
142.86106.85250.00

0
9
13
12
6
6
8
11
12
12
0
0
6
0
5
9
0
2
1
11
11
11
12
9

75.00
619.05800.0075.00
29.18
133.3345.83
500.00160.00
54.56
87.09
56.25
20.83
6.21
143.29104.76157.14131.33187.50

0
0
0
9
0
0
0
0
0
2
0
0
0
0
0
0
0
0
0
0
0
0
1
0

12
12
12
10
12
11
1
12
12
12
11
12
7
9
12
12
3
6
12
12
12
12
12
12
12
1
12
12
12
11
12
12
1
12
12
8
12
12
11
12

256.80101.75160.7544.64
105.0027.82
4.22
110.0047.67
60.00
152.7875.00
15.92
112.50
25.00
50.00
12.50
37.50
75.00
73.02
125.00100.00100.00
48.31
71.72
0.83
275.00125.00
61.88
55.99
54.34
119.52
6.25
103.0375.00
327.45
76.92
1.15
39.36
75.80

3
0
1
0
0
12
0
12
12
12
7
8
0
0
0
0
0
0
0
3
3
6
8
9
9
0
12
10
12
12
12
10
0
12
8
0
12
12
12
12

69.32
18.98
34.20
110.00
52.00
60.00
97.22
50.00
19.87
31.25
50.00
66.67
40.56
67.09
275.00104.17
70.26
68.99
61.73
111.55103.03
50.00
76.92
1.46
48.38
75.80

0
0
0
0
0
9
0
3
7
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
10
4
6
0
0
9
0
0
12
12
12
0

AmountDue beyond 3 years

0

Total

Amount114.51
0.12
4.96
-

194

Annual Repo

2023

16A. Terms of principal repayment of borrowings as at March 31, 2023
Original maturityof loanInterest rate

Due within 1 year2022-23(₹ in million unless otherwise stated)

Due between 1-2 years

Due between 2-3 years

No. ofinstallments

AmountNo. ofinstallments

No. ofinstallments

Amount13.01%-13.50%

4
4
4
4
4
4
4
4
4
4
4
4
4
4

200.0083.33
370.0050.00
250.00150.0066.67
400.00185.00125.0040.00
83.33
125.00125.00

2
4
4
4
0
0
4
3
3
4
4
0
4
2

100.0083.33
360.0050.00
66.67
300.00138.75125.0040.00
125.00
62.50

0
3
3
0
0
0
0
0
0
0
0
0
0
0

5.51%-6.00%

1

49.50

0

-

12
12
12
12

0.17
0.22
0.32
0.28

12
12
12
12

12
12

0.24
0.27

1

Due beyond 3 years
No. ofinstallments

AmountTotal

Amount11.51%-12.00%
1-3 years
12.01%-12.50%

12.51%-13.00%
Bullet1-3 years
Car Loan
Bullet

8.51%-9.00%
Above 3 years

11.51%-12.00%
12.51%-13.00%

Bank Overdra
Repayable on Demand
1-3 years
8.01%-8.50%
ECB
Bullet1-3 years
12.01%-12.50%
Securitization
9.01%-9.50%
1-3 years
10.01%-10.50%
11.51%-11.00%
Subordinated Liabilities
Half Yearly
Above 3 years
14.01%-14.50%
Bullet14.51%-15.00%
Above 3 years

15.01%-15.50%
15.51%-16.00%
16.51%-17.00%

-

0

-

0

-

0

-

49.50

0.19
0.24
0.35
0.32

12
12
12
12

19
15
17

0.28
0.30

12
12

22
22

0.36
0.36
0.60
0.70
0.68
0.75

0.92
1.08
1.65
1.66

12
12

0.20
0.26
0.38
0.36
0.31
0.34

308.96

0

-

0

-

0

-

308.96

0

-

0

-

1

329.480-329.48

6
10
10

52.26
260.09549.67

0
0
0

-

0
0
0

-

0
0

-

52.26
260.09549.67

0

-

0

-

2

160.001

90.00

250.00

0
0
0
0
1
1133

45.00
17,430.66

1
0
0
0
0
640

50.00
9,428.33

0
0
0
1
0
210

-

0
1

300.00300.004,352.29

50.00
300.00300.00200.0045.00
36,386.58
138.72139.36(0.61)
Contd...
36,664.05

Total
Impact of EIR on Borrowing
Impact of EIR on Securitization
Impact of Foreign Exchange Fluctuation
Grand Total

270.00-200.005,175.30

0
0
0
0
0
0

0
0
0
0
0
0
0

20

0

1
0
0
149

300.00229.161,000.00
100.00250.00150.00133.34700.00323.75250.0080.00
83.33
250.00187.50

1.51
1.66

195

STATUTORY REPORTS

11.01%-11.50%

62.50

FINANCIAL STATEMENTS

9.51%-10.00%

CORPORATE OVERVIEW

Qua erlyAnnual Repo

2023

16B. Terms of principal repayment of borrowings as at March 31, 2022
Original maturityof loanInterest rate

Due within 1 year2022-23(₹ in million unless otherwise stated)

Due between 1-2 years

Due between 2-3 years

No. ofinstallments

AmountNo. ofinstallments

AmountNo. ofinstallments

AmountDue beyond 3 years
No. ofinstallments

Amount

1
1
1
1
0
0
1

78.00
83.28
83.28
83.33
95.00

1
0
0
1
0
0
0

78.00
83.34
-

1
0
0
0
0
0
0

104.00
-

0
0
0
0
2
2
1

225.00225.00285.00260.0083.28
83.28
166.67225.00225.00380.00

1
0
0
0
0
0
0
0
0

300.00
-

0
0
0
0
0
0
0
0
0

-

0
1
0
0
0
0
0
0
1

0

300.00345.00260.00420.00800.00161.00161.00221.00200.00400.00150.0001
0285.00-000345.00200.00-400.00285.00150.00120.00285.71654.5572.73
188.40180.00150.0099.00
333.3334.38
181.82500.00120.0036.75
229.17125.0058.25
171.43272.73108.1283.33
75.00
150.0033.33
36.36
380.95123.75
2.58
54.39
35.14
157.04100.0046.50
104.17
57.41
75.00

0
7
7
12
12
6
9
10
12
12
12
9
12
12
0
0
12
12
6
12
12
12
0
0
0
12
11
0
0
6
12
0
12
12
12
0

166.67381.8272.73
188.4090.00
112.5082.50
333.3437.50
196.97375.00120.0053.68
64.83
228.57136.36130.34100.0075.00
619.05113.4419.15
191.9753.50
125.00
64.69
-

0
0
0
7
6
0
0
0
7
7
0
0
5
12
0
0
0
0
0
1
2
0
0
0
0
0
0
0
0
0
5
0
0
2
1
0

120.00452.381,036.37
187.88468.60270.00262.50181.50861.11
93.75
378.79875.00290.00150.00229.17125.00123.08400.00409.09250.00200.00150.00150.0033.33
36.36
1,000.00
237.19
2.58
54.39
54.29
436.10100.00100.00250.00128.32
75.00

Total

Debt Securities
NCD
Yearly
1-3 years

11.51%-12.00%

Above 3 years

12.01%-12.50%

Bullet1-3 years

11.01%-11.50%

12.01%-12.50%

Above 3 years
13.01%-13.50%

10
14.01%-14.50%
1
Borrowings (Other than Debt Securities)
Term Loan
Monthly
6.51%-7.00%
612
8.51%-9.00%
12
12
12
12
9.01%-9.50%
12
12
12
11
9.51%-10.00%
1212
10.01%-10.50%
12
9
11
12
12
9
1-3 years
12
10.51%-11.00%
11
10
12
12
8
8
11.01%-11.50%
8
12
8
6
12
11
11
11.51%-12.00%
12
10
12
9
13.51%-14.00%-

0

260.00420.00800.00161.00161.00221.00
-

42.42
91.80
194.44
21.87
50.00
59.57

0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0

-

11.54
16.67
87.09
20.83
6.22
-

0
1
1
1
1
1
1
0

0
0

Contd...

196

Annual Repo

2023(₹ in million unless otherwise stated)

12.51%-13.00%
13.01%-13.50%

5
12
11
12
12
9
12
12
12
12
12
12
12
12
12
12
6
8
11
12
12
12
12
12
6
3
5
7
9
9
11
12
12
2
8
10
1
1
2
12
1
2
2
2
2
7
0
5

52.08
89.37
131.9847.88
105.0037.50
47.24
142.8624.69
150.00
25.00
50.00
50.00
75.00
75.00
64.17
45.00
36.23
58.77
28.57
42.54
9.21
53.23
28.57
27.57
51.34
20.83
29.17
20.32
37.50
22.92
62.50
75.00
11.92
100.00
90.35
2.25
12.32
4.27
4.68
0.21
3.70
3.67
6.64
3.00
11.46
35.10

11.51%-12.00%
12.01%-12.50%
12.51%-13.00%

44
4

12.51%-13.00%

1-3 years

13.01%-13.50%

13.51%-14.00%
14.01%-14.50%
14.51%-15.00%

15.01%-15.50%

Due between 1-2 years

Due between 2-3 years

No. ofinstallments

No. ofinstallments

Amount

0
12
12
10
12
0
1
1
7
9
12
12
3
6
12
12
0
0
0
0
0
1
0
0
0
0
0
0
0
0
0
0
1
0
0
0
0
0
0
9
0
0
0
0
0
0
12
0

100.63162.6544.64
105.00
4.22
11.90
15.92
112.50
25.00
50.00
12.50
37.50
75.00
73.02
0.83
6.25
0.02
75.80
-

150.00
66.67
83.33

4
4
4

2

106.00

1
1
1
12
7
8
6
8
9

Amount

0
0
1
0
0
0
0
0
0
0
0
0
0
0
0
3
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
12
0

15.37
19.87
75.80
-

150.00
66.67
83.33

0
4
0

0

-

300.99448.64578.83000126.90
60.15
88.13
59.89
99.21
290.09

6
0
0
0
0
0

Due beyond 3 years
No. ofinstallments

Total

Amount

0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0

-

52.08
190.00310.0092.52
210.0037.50
51.46
154.7640.61
262.5050.00
100.0062.50
112.50150.00157.06
45.00
36.23
58.77
28.57
42.54
10.04
53.23
28.57
27.57
51.34
20.83
29.17
20.32
37.50
22.92
62.50
81.25
11.92
100.00
90.35
2.25
12.32
4.27
4.70
0.21
3.70
3.67
6.64
3.00
11.46
151.60
35.10

66.67
-

0
0
0

-

300.00200.00166.660-0-

106.00

-

0
0
0

-

0
0
0

-

300.99448.64578.83

75.25
-

0
0
0
0
0
0

-

0
0
0
0
0
0

-

202.15
60.15
88.13
59.89
99.21
290.09Contd...

Qua erly

1-3 years

ECB
BulletAbove 3 years 12.01%-12.50%
Bank Overdra
Repayable on Demand
5.51%-6.00%
1-3 years
8.01%-8.50%
Securitization
9.01%-9.50%
1-3 years

9.51%-10. 00%
10.01%-10.50%
10.51%-11.00%

197

CORPORATE OVERVIEW

Amount12.01%-12.50%

Above 3 years

Due within 1 year
No. ofinstallments

STATUTORY REPORTS

Interest rate

FINANCIAL STATEMENTS

16B. Terms of principal repayment of borrowings as at March 31, 2022
Original maturityof loan2022-23

Annual Repo

2023(₹ in million unless otherwise stated)

16B. Terms of principal repayment of borrowings as at March 31, 2022
Original maturityof loanInterest rate

Due within 1 year
No. ofinstallments

Subordinated Liabilities
Half Yearly
Above 3 years 14.01%-14.50%
Bullet14.51%-15.00%
Above 3 years

15.01%-15.50%
15.51%-16.00%
16.51%-17.00%

Total
Impact of EIR on borrowings
Impact of EIR on securitization
Grand Total

AmountDue between 1-2 years

Due between 2-3 years

No. ofinstallments

No. ofinstallments

Amount2022-23

AmountDue beyond 3 years
No. ofinstallments

Amount

Total

0

-

0

-

0

-

3

250.00250.00

0
0
0
0
0
858

11,274.65

0
0
0
0
1
441

45.00
5,912.99

1
0
0
0
0
79

50.00
1,479.17

0
1
1
1
0
17

300.00300.00200.003,808.00

50.00
300.00300.00200.0045.00
22,474.79
133.90163.56
22,772.25

Pa iculars

As at March 31, 2023

As at March 31, 2022

996.7615.96
193.14353.5917.08
14.53

1,205.86

385.20As at March 31, 2023

As at March 31, 2022

29.33
40.52
69.85

17.09
19.49
36.58

As at March 31, 2023

As at March 31, 2022

113.07
2.77

67.64
5.76

115.8473.40

17: Other financial liabilities
Payable towards direct assignment and asset reconstruction company
Lease liability (refer note 41)
Other liabilities

Pa iculars
18: Provisions
Provision for employee benefits
Gratuity (refer note 40)
Compensated absences

Pa iculars
19: Other non-financial liabilities
Statutory dues payable
Other liabilities

As atMarch 31, 2023

As at
March 31, 2022

80,000,000 (March 31, 2022: 80,000,000) equity shares of ₹ 10 each

800.00800.00

Total
Issued and subscribed

800.00800.0061,148,256 (March 31, 2022: 51,374,506) equity shares of ₹ 10 each fully paid up

611.48513.75

Total
Paid-up611.48513.7556,148,256 (March 31, 2022: 48,874,506) equity shares of ₹ 10 each fully paid up

561.4837.50

488.7510.00

Pa iculars
20: Equity Share capital
Authorized

5,000,000 (March 31, 2022: 2,500,000) equity shares of ₹ 10 pa ly paid-up to
the extent of ₹ 7.5 per share (March 31, 2022: ₹ 4 per share)

598.98498.75

Less: Amount recoverable from Satya Employee Welfare Trust(5.78)(8.11)

Total

593.20490.64(a) Terms/rights a ached to equity shares
The Group has one class of fully paid and three class of pa ly paid equity shares of face value of 10 per share. Each holder of equity shares is
entitled to one vote per share. Dividend if proposed by the Board of Directors, shall be subject to the approval of the shareholders in theensuing Annual General Meeting. In the event, the Group declares any dividend the same shall be paid in Indian rupees.
In the event of liquidation of the Group, the holders of equity shares will be entitled to receive remaining assets of the Group, a er distributionof all preferential amounts. The distribution will be in propo ion to the number of equity shares held by the shareholders.

198

Annual Repo

2023

2022-23(₹ inmillionunless otherwise stated)(b) Reconciliation of the number of equity shares issued and subscribed at the beginning and at the end of
the
year:

AmountNumber ofsharesAmountBalance at the beginning of the year

51,374,506

513.75487.25

Add: Issued during the year

5,000,000

50.00

48,724,506
2,650,000

26.50

Add: Conversion of NCCCPS into Equity Shares (refer note below)

4,773,750
47.73
Outstanding at the end of the year
611.4851,374,506
61,148,256
513.75Note:
During the year ended March 31, 2023, the Company has conve ed 0.001%, 5,700,000 non-cumulative compulsorily conve ible preference
shares ('NCCCPS') of face value of ₹ 10 each into 4,773,750 equity share at the conversion price of ₹ 240 each to Gojo & Company, Inc.
(c) Reconciliation of the number of equity shares paid-up outstanding at the beginning and at the end of the year:
March 31, 2023
March 31, 2022
Pa iculars
AmountAmountNumber of
Number ofsharessharesOutstanding at the beginning of the year

51,374,506

498.75

Add: Issued during the year*

5,000,000

52.50

Add: Conversion of NCCCPS into Equity shares

4,773,750

47.73

Outstanding at the end of the year

61,148,256

598.9848,724,506
2,650,000

468.5051,374,506

-

30.25

CORPORATE OVERVIEWMarch 31, 2022

Number ofsharesSTATUTORY REPORTS

March 31, 2023
Pa iculars

498.75(d) Shares held by the Holding Company
Pa iculars
GOJO & Company, Inc.

March 31, 2023

March 31, 2022

Number of shares% of holding

Number of shares% of holding

38,510,540

62.98%

26,963,315

52.48%(e) Details of shareholders holding more than 5% in the Company:
As per the records of the Company, including register of shareholders/members and other declaration received from shareholders regarding
beneficial interest, the shareholding given below represents both legal and beneficial ownership of shares.
March 31, 2023
March 31, 2022
Name of the shareholder%ofholding% of holding
Number of shares
Number of shares
Equity shares
38,510,540
62.98%
26,963,315
52.48%GOJO & Company, Inc.
16,680,200
27.28%
11,668,200
22.72%
Vivek Tiwari*
6,773,475
13.18%
Dia Vikas Capital Private Limited*includes of 5,000,000 pa ly-paid equity shares, ₹ 7.5 per share paid up (March 31, 2022: includes of 2,500,000 pa ly-paid equity shares, ₹ 4 per share paid up).

(f) Shareholdings of Promoters(i) For fully paid shares
Promoter Name
Vivek Tiwari
Koshish Marketing Solutions Pvt. Ltd.
Vandna Tiwari
Sadhna Tiwari
Ratnesh Tiwari
Total

March 31, 2023

March 31, 2022

Number of shares
11,680,200
1,996,700
113,500
20,00051,500% of holding
19.10%
3.27%
0.19%
0.03%
0.08%

Number of shares
9,168,200
1,902,300
113,500
20,00051,500% of holding
17.85%
3.70%
0.22%
0.04%
0.10%

13,861,900

22.67%

11,255,500

21.91%(ii) For Partly paid shares
Promoter Name
Vivek Tiwari
Total

March 31, 2023
Number of shares
5,000,000
5,000,000

March 31, 2022

% of holding
8.18%
8.18%

Number of shares
2,500,000
2,500,000% of holding
4.87%
4.87%

199

FINANCIAL STATEMENTS* include amount received on pa y paid up equity shares of ₹ 37.5 million issued during the year (March 31, 2022: ₹ 3.75 million)

Annual Repo

2023

2022-23(₹ in million unless otherwise stated)

Pa iculars

As at March 31, 2023

As at March 31, 2022

200.00200.00200.00200.00

71.50

29.85

21: Instruments entirely equity in nature
Authorized
20,000,000 (March 31, 2022: 20,000,000) preference shares of
Rs. 10 eachIssued, subscribed
7,150,000 (March 31, 2022: 2,985,100) preference sharesof ₹ 10 each

71.50

29.85

Paid up
4,650,000 (March 31, 2022: 2,985,100) preference shares of ₹ 10 each

46.50

29.85

2,500,000 (March 31, 2022: Nil) preference shares of ₹ 10 each pa ly
paid-up to the extent of ₹ 1 per share (March 31, 2022: Nil)

2.50

-

49.00

29.85

(a) Terms/rights attached to non- cumulative compulsorily convertible preference shares
During the current financial year, the Company has issued the following non-cumulative compulsorily convertible preference shares(NCCCPS):
1. 2,714,900, 0.001% non-cumulative compulsorily convertible preference shares (NCCCPS) at ₹201 per NCCCPS (face value of ₹10 andpremium of ₹191 per NCCCPS) to Gojo & Company, Inc.. The terms of NCCCPS are as follows:(i) Tenor & Conversion: On or before 10 (Ten) years.
(ii) NCCCPS shall have voting rights on conversion into Equity Shares of the Company i.e. the Equity Shares to be issued on conversion of the
NCCCPS shall rank pari-passu in all respects with the existing Equity Shares of the Company.
(iii) Priority with respect to payment of dividend or repayment of capital: NCCCPS will carry a preferential right vis-à-vis equity shares of theCompany with respect to the payment of dividend and repayment of capital during winding up.
2. 2,500,000, 0.001% non-cumulative compulsorily convertible preference shares (NCCCPS) at ₹211 per NCCCPS (face value of ₹10 andpremium of ₹201 per NCCCPS) to Mr. Vivek Tiwari. The terms of NCCCPS are as follows:(I) Tenor & Conversion: At any time prior to 10 years from the date of allotment of NCCCPS or initial public offer whichever is earlier.
(ii) NCCCPS shall have voting rights on conversion into Equity Shares of the Company i.e. the Equity Shares to be issued on conversion of the
NCCCPS shall rank pari-passu in all respects with the existing Equity Shares of the Company.
(iii) Priority with respect to payment of dividend or repayment of capital: NCCCPS will carry a preferential right vis-à-vis equity shares of theCompany with respect to the payment of dividend and repayment of capital during winding up.
3. 4,450,000, 0.001% non-cumulative compulsorily convertible preference shares (NCCCPS) at ₹ 330 per NCCCPS (face value of ₹ 10 andpremium of ₹ 320 per NCCCPS) to Gojo & Company, Inc. and 200,000, 0.001% non-cumulative compulsorily convertible preference shares(NCCCPS) at ₹ 330 per NCCCPS (face value of ₹ 10 and premium of ₹ 320 per NCCCPS) to other indian promoters. The terms of NCCCPS areas follows:(i) Tenor & Conversion: On or before March 31, 2025.
(ii) NCCCPS shall have voting rights on conversion into Equity Shares of the Company i.e. the Equity Shares to be issued on conversion of the
NCCCPS shall rank pari-passu in all respects with the existing Equity Shares of the Company.
(iii) Priority with respect to payment of dividend or repayment of capital: NCCCPS will carry a preferential right vis-à-vis equity shares of theCompany with respect to the payment of dividend and repayment of capital during winding up.
4. During the current financial year, the Board of Directors of the Company has declared an interim dividend of ₹ 508.26 (inclusive of applicabletaxes) on 0.001% 57,00,000, non-cumulative compulsorily convertible preference shares of face value of ₹ 10 each held by Gojo & Company,
Inc, Holding Company.
(b) Reconciliation of the number of non- cumulative compulsorily conve ible preference shares issued and subscribed at the
beginning and at the end of the year:
March 31, 2023
March 31, 2022
Pa iculars
AmountAmountNumber of shares
Number of shares

Less: Conversion of NCCCPS into Equity shares

2,985,100
9,864,900
5,700,000

29.85
98.65
57.00

2,985,100
-

29.85
-

Outstanding at the end of the year

7,150,000

71.50

2,985,100

29.85

Balance at the beginning of the year
Add: Issued during the year(c) Reconciliation of the number of non- cumulative compulsorily conve ible preference shares paid-up outstanding at the beginningand at the end of the year:
March 31, 2023
March 31, 2022
Pa iculars
AmountAmountNumber of shares
Number of shares
2,985,100
29.85
Outstanding at the beginning of the year
29.85
2,985,100
9,864,900
76.15
Add: Issued during the year
Less: Conversion of NCCCPS into Equity shares
5,700,000
57.00
Outstanding at the end of the year

7,150,000

49.00

2,985,100

29.85

200

Annual Repo

2023(₹ in million unless otherwise stated)(d) Shares held by the Holding Company
Number of shares

Number of shares% of holding

4,450,000

62.24%

2,985,100

100.00%GOJO & Company, Inc.

(e) Details of shareholders holding more than 5% in the Company:
As per the records of the Company, including register of shareholders/members and other declaration received from shareholders regarding
bene cial interest, the shareholding given below represents both legal and bene cial ownership of shares.
March 31, 2022

March 31, 2023
% of holding

Number of shares% of holding

GOJO & Company, Inc.

4,450,000

62.24%

2,985,100

100.00%Vivek Tiwari(f) Shareholdings of Promoters
For Pa ly paid shares

2,500,000

34.97%--

Number of shares

March 31, 2022

March 31, 2023

Promoter NameSTATUTORY REPORTS

Name of the shareholder

Number of shares% of holding

Number of shares% of holding

4,450,000
2,500,000

34.97%--

As at March 31, 2023

As at March 31, 2022

25.19
213.15
6,754.05
727.607,720.16

22.90
107.06
4,553.74
318.265,001.96

22.90
2.29
25.19

17.57
5.33
22.90

107.06106.25213.3142.05
65.01
107.06

4,595.11240.43
2,006.55
9.97(68.67)
6,783.39

3,516.45
506.12570.12
2.42
4,595.11(29.34)(41.37)

6,754.05

4,553.74

318.26531.2559.20
324.81(6.46)
1.63(0.00)(0.99)
0.25-(106.25)(65.01)(14.55)3.73-

727.61

318.26

Vivek Tiwari
Pa iculars
22: Other equity
Share options outstanding accountStatutory reserves
Securities premium
Retained earnings
Total other equity
Share options outstanding reserve (refer note a)
Balance at the beginning of the year
Fair value of stock option

Balance at the end of the year
Statutory reserves (refer note b)
Balance at the beginning of the year
Add: Amount transferred from statement of profit and loss
Balance at the end of the year
Securities premium (refer note c)
At the beginning of the year
Add: Premium on issue of equity shares
Add: Premium on issue of preference shares
Add: Premium on ESOPLess; Other adjustments
Less: Amount recoverable from SATYA Employee Welfare Trust
Balance at the end of the year
Retained earnings (refer note d)Balance at the beginning of the year
Add: Profit/(loss) for the year
Add: Other comprehensive income (re-measurement gains/(losses) on
defined benefit plans)
Less: Income-tax effect on other comprehensive income
Less: Dividend paid on NCCCPS*
Less: Transfer to Statutory Reserve (20% of profit after tax as required by
Section 45-IC ofthe Reserve Bank of India Act, 1934)
Less: Adjustment to carrying amount of non controlling interest due tochange in interest
Add: Other adjustments
Net surplus/(deficit) in the statement of profit and loss

CORPORATE OVERVIEWMarch 31, 2022

% of holding* ₹ 508.26

a. Share options outstanding reserve is created as required by Ind AS-102 'Share Based Payment' on the employees option scheme operated by
the group for employees (refer note 46).
b. In terms of section 45IC of the Reserve Bank of India Act, 1934, the Group is required to transfer atleast 20% of its pro t a er tax to statutory
reserve. Accordingly, the Group has transferred a sum of ₹ 106.26 million (March 31, 2022: ₹ 65.01 million), representing 20% of its pro t a er
tax for the current nancial year.
c. Securities premium is used to record the premium received on issue of shares. It is utilized in accordance with the provisions of theCompanies Act, 2013.
d. Retained earnings are the pro t/loss that the Group has earned/incurred till date, less any transfers to statutory reserve, dividends or other
distributions paid to shareholders. Retained earnings is a free reserve available to the Group and eligible for distribution to shareholders, incase where it is having positive balance representing net earning till date.

201

FINANCIAL STATEMENTS

March 31, 2023

Pa iculars

2022-23

Annual Repo

2023

2022-23(₹ in million unless otherwise stated)

Pa iculars
23: Interest Income
Measured at amo ised cost
Interest income on po folio loans
Interest on xed deposits*
Interest income on investment

For year ended
March 31, 2023

For year ended
March 31, 2022

5,607.46
149.8235.24

3,140.01
193.21
12.66
3,345.88

5,792.52* Includes interest income on margin money deposits placed to avail term loans from banks, non-banking nancial companies and placed as cash collateral in connection withsecuritisation transactions.

Pa iculars

For year ended
March 31, 2023

For year ended
March 31, 2022

491.88291.22491.88291.22For year ended
March 31, 2023

For year ended
March 31, 2022

491.88491.88291.22291.22491.88491.88291.22291.22491.88291.22491.88291.22For year ended
March 31, 2023

For year ended
March 31, 2022

28.96
-

41.45
-

24: Fee and commission income
Fee and commission income

Pa iculars
Type of Services or service
Fee and commission income
Total revenue from contracts with customers
Geographical markets
India
Outside India
Total revenue from contracts with customers
Timing of revenue recognition
Services transferred at a point in time
Services transferred over time
Total revenue from contracts with customers
Pa iculars
Contract balances
Trade receivable
Contract assets
Contract liabilities

Reconciling the amount of revenue recognized in the statement of profit and loss with the contracted price
Pa iculars

For year ended
March 31, 2023

For year ended
March 31, 2022

491.88491.88291.22291.22For year ended
March 31, 2023

For year ended
March 31, 2022

Revenue as per contract
Adjustments
Discount
Revenue from contract with customers

Pa iculars

25: Net gain on derecognition of financial instruments under amortised cost category
Net gain on derecognition of nancials instruments under
amo ised cost category

Pa iculars
26: Other income
Net gain or loss on foreign currency transaction and translation
Adve isement income
Miscellaneous income

1,044.64

366.57

1,044.64

366.57For year ended
March 31, 2023

For year ended
March 31, 2022

0.61
26.53
28.86

14.13

56.00

14.13

202

Annual Repo

2023

2022-23

Pa iculars
28: Net loss on fair value changes
Derivatives
Fair value changes
Realised
Unrealised

Pa iculars
29: Impairment on financial instruments
Impairment on portfolio loans measured at amortised cost
Portfolio loans written off

Pa iculars
30: Employee benefits expenses
Salaries and bonus
Contribution to provident fund and other funds (refer note 40A)
Expense for employee stock option plan (refer note 45)
Gratuity expense (refer note 40B)
Staff welfare expenses

Pa iculars
31: Depreciation and amortization expense
Depreciation
Amortisation

Pa iculars
32: Other expenses
Business promotion and advertisement expenses
Postage, internet, courier and telephone expenses
General insurance expenses
Legal and professional fee
Auditor's remuneration (refer note below)
Meeting and conference
Software expenses
Net loss on sale of property, plant and equipment
Electricity charges
Printing and stationeries
Repair and maintenanceRates and taxes
Rent including lease rent (refer note 41)
Director siting fee
Travelling and conveyance
Donation and corporate social responsibility expenditure
Cenvat credit disallowed
Miscellaneous expenses

For year ended
March 31, 2022

884.98
1,899.28
176.972.04
8.94

497.501,102.25
108.09
2.29
0.11
0.83

2,972.21

1,711.07

For year ended
March 31, 2023

For year ended
March 31, 2022

6.95

-

6.95

-

6.95
6.95

-

For year ended
March 31, 2023

For year ended
March 31, 2022

512.00210.05722.0547.30
123.41
170.71For year ended
March 31, 2023

For year ended
March 31, 2022

1,807.15
120.11
16.13
7.32
88.75

1,011.68
74.44
9.24
6.03
68.48

2,039.46

1,169.87

For year ended
March 31, 2023

For year ended
March 31, 2022

76.92
0.19
77.11

57.23
0.24
57.47

For year ended
March 31, 2023

For year ended
March 31, 2022

32.45
47.10
12.47
241.85
6.16
24.11
70.61
1.41
11.30
19.07
101.64
0.84
94.31
14.26
73.30
15.25
50.03
35.23

21.85
32.58
2.71
80.08
4.46
4.94
42.37
0.88
6.39
14.07
60.05
0.08
60.18
6.52
57.45
10.00
32.24
36.73

851.39473.59STATUTORY REPORTS

27: Finance costs
Interest
On debt securities
On borrowings (other than debt securities)
On subordinated liabilities
On lease liabilities (refer note 41)
On tax liability
Other finance cost

For year ended
March 31, 2023

FINANCIAL STATEMENTS

Pa iculars

CORPORATE OVERVIEW(₹ in million unless otherwise stated)203

Annual Repo

2023

Note:

2022-23(₹ in million unless otherwise stated)

For year ended
March 31, 2023

For year ended
March 31, 2022

5.60
0.33
0.23
6.16

4.00
0.40
0.06
4.46

For year ended
March 31, 2023

For year ended
March 31, 2022

69.93
114.60102.11
7.95

184.53110.06(1.63)(0.25)

182.90109.81715.8725.168%180.17435.0925.168%109.50

4.25
0.11

2.86
(2.30)

184.53110.06For year ended
March 31, 2023

For year ended
March 31, 2022

531.25(0.00)
531.25324.81324.81

531.25(0.00)
531.25324.81324.8149,063,391
1,163,369
13,07950,239,839

45,944,492
184,112
46,128,604

610,389
4,420,618

670,542
61,64455,270,846

46,860,790

Basic earnings per share (amount in ₹)

10.57

7.05

Diluted earnings per share (amount in ₹)

9.61

6.94

Pa iculars
Payment to auditors
As auditor
Audit fees
Certification fees
Out of pocket expenses

Pa iculars
33: Income-tax expense
A. Income-tax expense in the standalone statement of profit
and loss consists of:Income-tax:
Current year tax
Deferred tax credit
Income-tax expense reported in the standalone statement of
profit or loss
Income-tax recognised in other comprehensive income
Deferred tax arising on income and expenses recognised in othercomprehensive income
Total
B. The reconciliation between the provision for income-tax of theCompany and amounts computed by applying the Indian statutory
income-tax rate to profit before taxes is as follows:
Profit before tax
Enacted tax rates in India
Computed tax expense
Effect of :Non-deductible expenses
Earlier year tax
Total Income-tax expense
Pa iculars
34: Earnings per share
Net profit for the year attributable to owners of the Holding Company
Less: Dividend paid on NCCCPS*
Net profit for calculation of basic earnings per share* ₹ 508.26

Net profit as above
Add: Dividend on preference shares and tax thereon
Net profit for calculation of diluted earnings per share
Calculation of weighted average number of equity shares forbasic earning per share
Equity shares
Number of shares at the beginning of the year
Add: Issued during the year
Add: CCPS converted during the year
Number of shares at the end of the year
Effect of dilution
Employee stock option
Non- cumulative compulsorily convertible preference shares (NCCCPS)
Weighted average number of equity shares for diluted earningper share

Nominal value per share: ₹10 (Previous year: ₹10)

35: Segment Reporting

The Group operates in a single business segment i.e. financing, as the nature of the loans are exposed to similar risk and return profiles, hence
they are collectively operating under a single segment as per Ind AS 108 on ‘Operating Segments’. The Company operates in a single
geographical segment i.e. domestic, hence there is no external revenue or assets which require disclosure.

204

Annual Repo(₹ in million unless otherwise stated)

Holding Company
GOJO & Company, Inc.

w.e.f March 21, 2022

Substantial Shareholders
Dia Vikas Capital Private Limited

upto October 21,2022

Associate Entity
SATYA Micro Housing Finance Private Limited(Formerly known as Baid Housing Finance Private Limited)

w.e.f. November 11, 2021 and upto June 13, 2022

Other related party in accordance with Ind AS 24(a) Koshish Sustainable Solutions Private Limited(b) Koshish Marketing Solutions Private Limited(c) Satya Employee Welfare Trust(d) Ananya Finance For Inclusive Growth Private Limited(e) Satya Shakti Foundation(f) Credentia Finclusion Private Limited

w.e.f March 24, 2022

Dr. Deepali Pant Joshi
Mr. C. P. Mohan
Mr. Naveen SuryaDr. Ratnesh Tiwari
Mr. Saneesh Singh
Mr. Sanjay Gandhi
Mr. Taejun ShinMs. Surekha Marandi
Mr. Mukul Jaiswal
Mr. Sudhindra Kumar Sharma
Ms. Vandita Kaul
Mr. Amit Jain
Choudhary Runveer Krishanan

Designation
Managing Director,
Chief Executive Officer
and Chief Information Officer
Independent Director
Independent Director
Independent Director
Non-Executive Director
Nominee Director
Nominee Director
Nominee Director
Independent Director
Independent Director
Chief Financial Officer
Chief Financial Officer
Company Secretary
Company Secretary andChief Compliance Officer

w.e.f. September 24, 2021
upto August 11,2022 and w.e.f December 13,2022
upto July 11, 2022

FINANCIAL STATEMENTS

Key managerial personnel
Name of key managerial personnel
Mr. Vivek Tiwari

CORPORATE OVERVIEW

36: Related parties under IndAS 24 with whom transactions have taken place during the year.

2022-23

STATUTORY REPORTS

2023

upto September 21, 2021
upto October 31, 2021
w.e.f. November 1, 2021
w.e.f. October 01, 2020 and upto April 17, 2022
w.e.f. April 18, 2022

Relatives of Key managerial personnel(a) Mr.Girijesh Tiwari(b) Ms. Vandna Tiwari(c) Dr. Ratnesh Tiwari

205

Annual Repo

2023

Related pa y transactions during the year:
S. No.

Nature of Transactions

2022-23(₹ in million unless otherwise stated)

Related Pa y
Mr.Vivek Tiwari
Mr.Sudhindra Sharma
Ms. Vandita Kaul
Mr. Amit Jain
Choudhary Runveer Krishanan
Mr. Girijesh Tiwari
SATYA Micro Housing Finance
Private Limited

Transactions
during year
ended March
31, 2023
56.63
9.17
0.33
6.34
2.16

Transactions
during year
ended March
31, 2022
34.56
4.61
3.27
2.95
1.29

-

(Payable)/Receivable
As at
As at
March 31, 2023 March 31, 2022-

(0.34)
-

46.14

-

46.14

1.

Remuneration*

2.

Investment

3.

Share allotment including premium(fully paid-up Equity Shares)

GOJO & Company, Inc.

-

532.65--4.

NCCCPS conve ed into Equity share

GOJO & Company, Inc.

1,145.70---

GOJO & Company, Inc.

2,014.19

600.01

-

-

2.50

-

-

-

46.20

-

-

-

11.55

-

-

-

Mr. Vivek Tiwari
5.

Issue of preference shares
Including premium

Koshish Marketing Solution
Pvt. Ltd.
Ms. Vandna Tiwari
Dr. Ratnesh Tiwari

8.25

-

-

-

6.

Call money received against equity
share capital including premium

Mr. Vivek Tiwari

215.00

3.75

-

-

7.

Non- Conve ible debentures Issued

GOJO & Company, Inc.

610.00-(627.59)-

8.

Po folio/(Borrowing)- 316.64/(327.45)-

9.

Margin Money received/(paid) to
Financial Institution

10.

Advance Given/(Repaid)

Ananya Finance For Inclusive
Growth Private Limited
Ananya Finance For Inclusive
Growth Private Limited
Credentia Finclusion Private
LimitedChoudhary Runveer Krishanan
Ananya Finance For Inclusive
Growth Private Limited

12.

Amount received/(paid) against
Business pa nership
Amount received/Adjusted on ESOP
exercised by employees

13.

Interest income on loan given

14.

Interest income on margin money

15.

Interest income/ (Finance Cost)

16.

Fee and commission income

17.

Finance cost

Credentia Finclusion Private
LimitedAnanya Finance For Inclusive
Growth Private Limited
Ananya Finance For Inclusive
Growth Private Limited
Ananya Finance For Inclusive
Growth Private Limited
GOJO & Company, Inc.

11.

18.

19.

20.

21.

Professional Fees

Expense reimbursement paid/(received)

Donation and corporate social
responsibility expenditure

Director sitting fees andCommission

SATYA Employee Welfare Trust

120.53(111.81)58.61

176.3325/(8.28)

-

16.72

-

1.80

-

1.80

-

- 982.02/(1,363.27)-(13.99)

14.37

8.50

36.13

50.49

2.60

-

-

-

8.69

4.45

-

-

5.24/(5.24)

-

-

-

0.15

170.39

0.01

-

60.29

-

(0.28)

-

35.26

-

-

-

-

10.85

-

-

-

0.48

-

-

-

0.02

-

0.02

SATYA Shakti Foundation

-

4.27

-

-

SATYA Shakti Foundation

13.00

10.00

-

-

Dr. Deepali Pant Joshi

2.80

0.38

(1.00)-Mr. C. P. Mohan

2.24

0.84

(1.00)-

Mr. Naveen Surya

2.24

0.87

(1.00)-

Dr. Ratnesh Tiwari

1.31

0.59

-

-

Mr. Saneesh Singh

0.32

0.97

-

-

Mr. Sanjay Gandhi

1.62

0.97

-

-

Credentia Finclusion Private
LimitedGOJO & Company, Inc.
Credentia Finclusion Private
LimitedSATYA Micro Housing Finance
Private Limited

Mr. Taejun Shin

1.04

0.70

(0.07)-

Ms. Surekha Marandi

2.69

0.90

(1.00)

-

-

0.30

-

-

Mr. Mukul Jaiswal* As the provision for gratuity, leave compensation and share based compensation is made for the Company as a whole, the amount pertaining to the Key Management Personnel
is not specifically identified and hence not included above.

206

Annual Repo2023

37: Fair Value
The carrying value and fair value of financial instruments by categories are as follows:
Carrying Value(₹ in million unless otherwise stated)

Fair ValueAs atMarch 31, 2023

As at
March 31, 2022

As at
March 31, 2023

As at
March 31, 2022

38,231.59
1,261.30

23,161.34
46.14

38,231.59
1,261.30

23,161.34
46.14

36,664.05
6.95

22,772.25-

36,664.05
6.95

22,772.25-

Financial assets
Loan po folio
Investment
Financial liabilities
Borrowings*
Derivative nancial instruments

CORPORATE OVERVIEW

Pa iculars

2022-23*represents debt securities, borrowings (other than debt securities) and subordinated liabilities.

38: Fair Value Hierarchy of assets and liabilities

Fair value measurement
The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable orunobservable and consists of the following three levels:
Level 1 - Hierarchy includes financial instruments of which prices is available in active markets for identical assets or liabilities.

STATUTORY REPORTS

The carrying amounts of cash and cash equivalents, bank balances other than cash and cash equivalents, trade receivables, other financial
assets/liabilities, other non-financial assets/liabilities and provisions are considered to be the same as their fair values, due to their short-term
nature.

Level 3 - If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case forunlisted equity securities, contingent consideration and indemnification asset included in level 3.
The financial instruments included in Level 2 of fair value hierarchy have been valued using quotes available for similar assets and liabilities in
the active market. The investments included in Level 3 of fair value hierarchy have been valued using the cost approach to arrive at their fairvalue. The cost of unquoted investments approximate the fair value because there is a range of possible fair value measurements and the cost
represents estimate of fair value within that range.
The following table summarizes financial assets and liabilities measured at fair value on a recurring basis and financial assets that are notmeasured at fair value on a recurring basis (but fair value disclosure is required):I. The carrying amount and fair value measurement hierarchy for assets and liabilities as at March 31, 2023 is as follows:
AssetsCarrying
Fair
Level 1
Level 2
Level 3
Pa iculars
Value
Value
Loan portfolio (Amortised cost)
Investment (Fair value through profit and loss)
Total

38,231.59
1,261.30
39,492.89

38,231.59
1,261.30
39,492.89

-

-

Total

38,231.59
1,261.30
39,492.89

38,231.59
1,261.30
39,492.89

Level 3

Total

Liabilities
Measured at amo ised cost
Pa iculars
Borrowings (Amo ised cost)*
Derivative financial instruments at fair value
through profit and loss accountCurrency and interest swaps
Total

Carrying
Value

Fair
Value

36,664.05

36,664.05--

36,664.05

36,664.05

6.95
36,671.00

6.95
36,671.00

-

6.95
6.95

36,664.05

6.95
36,671.00

Level 1

Level 2

*represents debt securities, borrowings (other than debt securities) and subordinated liabilities.

II. The carrying amount and fair value measurement hierarchy for assets and liabilities as at March 31, 2022 is as follows:
AssetsMeasured at amo ised cost
Pa iculars
Loan po folio
Investment
Total

Carrying
Value

Fair
Value

23,161.34
46.14
23,207.48

23,161.34
46.14
23,207.48

Carrying
Value

Fair
Value

Level 1

Level 2--

Level 3

Total

23,161.34
46.14
23,207.48

23,161.34
46.14
23,207.48

Level 3

Total

22,772.25
22,772.25

22,772.25

Liabilities
Measured at amo ised cost
Pa iculars

Level 1

Level 2

Borrowings*

22,772.25

22,772.25

-

-

Total

22,772.25

22,772.25--

22,772.25*represents debt securities, borrowings (other than debt securities) and subordinated liabilities.

207

FINANCIAL STATEMENTS

Level 2 - The fair value of financial instruments that are not traded in an active market are determined using valuation techniques which
maximize the use of observable market data (either directly as prices or indirectly derived from prices) and rely as little as possible on entityspecific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Annual Repo

2023

2022-23(₹ in million unless otherwise stated)

39: Capital management

The Group’s objective for capital management is to maximize shareholders’ value, safeguard business continuity, meet the regulatory
requirement and suppo the growth of the Group. The Group determines the capital requirement based on annual operating plans and longterm and other strategic investment plans. The funding requirements are met through borrowings, retained earnings and operating cash ows
generated.
The Holding company has a board approved policy on resource planning which states that the resource planning of the Group shall be basedon its Asset Liability Management (ALM) requirement. The policy of the Holding company on resource planning will also cover the objectives of
the regulatory requirement. The policy prescribes the sources of funds, threshold for mix from various sources, tenure, manner of raising thefunds etc.

Pa iculars
Borrowings
EquityDebt-equity ratio (no. of times)

March 31, 2023

March 31, 2022

36,664.05

22,772.25

8,376.94

5,522.45

4.38

4.12

40: Employee Benefit Plans
A. Defined contribution plans
Provident and other funds
The Group makes contribution to provident fund, employee state insurance scheme contributions, labour welfare fund and national pension
scheme which are defined contribution plans, for qualifying employees. Under the schemes, the Group is required to contribute a specified
percentage of the payroll costs to fund the benefits.
March 31, 2023
March 31, 2022
Pa iculars
Employee providend fund

92.62

59.80

Employee state insurance

24.27

13.90

Labour welfare fund

0.26

0.20

National pension scheme

2.96

0.54

120.11

74.44

Total

B. Defined benefit plans
The Group has an unfunded defined benefit gratuity plan. Every employee who has completed five years or more of service is eligible for
gratuity, on cessation of employment and it is computed at 15 days salary (last drawn salary) for each completed year of service subject to limitof ₹ 2 million as per the Payment of Gratuity Act, 1972. Provision for unfunded gratuity liability for all employees is based upon actuarial
valuations carried out at the end of every financial year. Major drivers in actuarial assumptions, typically, are years of service and employeecompensation. In accordance with Indian Accounting Standard (Ind AS) 19 on ‘Employee Benefits’, commitments are actuarially determinedusing the ‘Projected Unit Credit’ Method. Gains and losses on changes in actuarial assumptions are accounted for in the statement of profit
and loss as other comprehensive income.
The following tables summarize the components of net benefit expense recognized in the statement of profit and loss and amounts
recognized in the Balance Sheet for the gratuity plan:
Movement in defined benefit obligations
Pa iculars
Defined benefit obligation as at the beginning of the year
Current service cost
Interest on defined benefit obligation
Re-measurement (gains)/losses on defined benefit plans
Benefits paid
Defined benefit obligation as at the end of the year

March 31, 2023
17.09
5.67
1.17
6.46
(1.06)

29.33

March 31, 2022
10.07
5.37
0.66
0.99
-

17.09

Balance Sheet
Amount recognised in balance sheet
Pa iculars
Present value of obligations
Fair value on plan assets
Net de ned bene t liability recognised in balance sheet

March 31, 2023

March 31, 2022

29.33
NA

17.09
NA

29.33

17.09

Expenses charged to the statement of profit and loss
Pa iculars

March 31, 2023

March 31, 2022

Current service cost
Interest cost

6.15
1.17

5.37
0.66

Total

7.32

6.03

Re-measurement gains/(losses) in the other comprehensive income
Pa iculars
Re-measurement gains/(losses) on defined benefit plans
Amount recognised under other comprehensive income

March 31, 2023

March 31, 2022

(6.46)(0.99)(6.46)(0.99)
208

Annual Repo

2023

Actuarial gain/(loss) on defined benefit obligation(₹ in million unless otherwise stated)

March 31, 2023

March 31, 2022

Summary of actuarial assumptions
Pa iculars

March 31, 2023

Discount rate
Expected return on plan assets
Rate of Increase in compensation levels

March 31, 2022

7.30% - 7.45%

7.10%

NA

NA

4% p.a.

4% p.a.

40% at lower service
reducing to 0% at higher
service

Withdrawal rates

40% at lower service
reducing to 0% at higher
serviceA quantitative sensitivity analysis for significant assumptions as at the balance sheet date are as shown below:
Pa iculars
Discount rate (+0.5%)
Discount rate (-0.5%)
Salary Inflation (+0.5%)
Salary Inflation (-0.5%)
Withdrawal Rate (+10%)
Withdrawal Rate (-10%)

March 31, 2023
(27.54)31.20
31.04(27.69)(28.37)
30.23

March 31, 2022
(16.30)17.96
17.83(16.35)(16.65)
17.54

Maturity profile of defined benefit obligation
March 31, 2023
March 31, 2022
Pa iculars
3.04
Year 1
1.24
3.65
Year 2
1.88
3.81
Year 3
2.11
4.41
Year 4
2.19
3.77
Year 5
2.36
6.19
Year 6 to Year 10
4.03
Discount rate: The rate used to discount post-employment benefit obligation is determined by reference to market yield at the balance sheet
date on government bonds.
Salary escalation rate: This is Management’s estimate of the increases in the salaries of the employees over the long term. Estimated futuresalary increases takes account of inflation, seniority, promotion and other relevant factors such as supply and demand in the employment
market.

41: Leases
Group as a lessee
The Group has lease contracts for o ce premises taken on lease. The lease terms are between 1 to 10 years.
The Group also has ce ain lease with lease terms of 12 months or less. The Group applies the ‘sho -term lease’ recognition exemptions forthese leases.
March 31, 2023
March 31, 2022
Pa iculars
Balance at the beginning of the year
9.93
0.49
Additions made during the year
6.97
22.48
Depreciation charge for the year
(7.90)(13.04)
Balance at the end of the year
9.00
9.93
ROU assets and lease liability have been included in the prope y, plant and equipment and other nancial liabilities respectively in the balance
sheet.
The carrying amounts of lease liabilities and the movements during the year are as follows:
March 31, 2023
Pa iculars
Balance at the beginning of the year
17.08
Additions made during the year
6.97
Interest accretion for the year
2.04
Payments made during the year
(10.13)
Payments
duringBalance atmade
the endofthetheyearyear
15.96

March 31, 2022
0.96
22.47
2.29
(8.64)
17.08

The following are the amounts recognised in standalone statement of profit and loss :March 31, 2023
March 31, 2022
7.90
13.04
2.04
2.29
94.31
60.18
104.25
75.51
The Group's total cash outflow for leases was ₹ 104.44 million during year ended March 31, 2023 (₹ 68.82 million during the year ended March
31, 2022).
Pa iculars
Depreciation expense in respect of right-of-use asset
Interest expense in respect of lease liabilities
Expense relating to sho -term leases (included on other expenses)
Total amount recognised in standalone statement of pro t or loss

209

CORPORATE OVERVIEW

2.57
0.96
(4.52)STATUTORY REPORTS

0.98(7.44)FINANCIAL STATEMENTS

Pa iculars
Actuarial gain/(loss) from change in demographic assumptions
Actuarial gain/(loss) from change in financial assumptions
Actuarial gain/(loss) from change in experience adjustments

2022-23

Annual Repo

2023

2022-23(₹ in million unless otherwise stated)

The table below provides details regarding the contractual maturities of lease liabilities on an undiscounted basis:
March 31, 2023
Pa iculars
Less than one year
11.91
One to five year
6.62
More than five years
Total
18.53

March 31, 2022
9.03
10.60
19.63

42: Details of dues to micro, small and medium enterprises as de ned under the MSMED Act, 2006
Pa iculars
The principal amount remaining unpaid to any supplier as at the end of year
- The principal amount due to micro and small enterprises

March 31, 2023

March 31, 2022

0.53

Nil

- Interest due on the above

Nil

Nil

The amount of interest paid by the buyer under MSMED Act, 2006 along with theamounts of the payment made to the supplier beyond the appointed day during year

Nil

Nil

The amount of interest due and payable for the period (where the principal has been paid
but interest under the MSMED Act, 2006 not paid)

Nil

The amount of interest accrued and remaining unpaid at the end of accounting year

Nil

Nil

The amount of further interest due and payable even in the succeeding year, until suchdate when the interest dues as above are actually paid to the small enterprise, for the
purpose of disallowance as a deductible expenditure under section 23.

Nil

Nil

Nil

43: Risk Management and financial objectives
Risk is an integral part of the Group’s business and sound risk magement is critical to the success. As a financial intermediary, the Group is
exposed to risks that are particular to its lending and the environment within which it operates and primarily includes credit, liquidity andmarket risks. The Group has a risk management policy which covers risks associated with the financial assets and liabilities. The risk
management policy is approved by the Board of Directors.
The Group has identified and implemented comprehensive policies and procedures to assess, monitor and manage risk throughout theGroup. The risk management process is continuously reviewed, improved and adapted in the context of changing risk scenario and the agilityof the risk management process is monitored and reviewed for its appropriateness in the changing risk landscape. The process of continuous
evaluation of risks includes taking stock of the risk landscape on an event-driven basis.
The Group has an elaborate process for risk management. Major risks identified by the businesses and functions are systematically addressed
through mitigating actions on a continuing basis.
43.1 Credit risk
Credit risk is the risk of loss that may occur from defaults by Borrowers under loan agreements. In order to address credit risk, the Group havestringent credit assessment policies for client selection. Measures such as verifying client details, online documentation and the usage ofcredit bureau data to get information on past credit behavior also supplement the efforts for containing credit risk. The Group also follows asystematic methodology in the opening of new branches, which takes into account factors such as the demand for credit in the area; income
and market potential; and socio-economic and law and order risks in the proposed area. Further, client due diligence procedures encompass
various layers of checks, designed to assess the quality of the proposed group and to confirm that they meet our criteria.
The Group is an urban, semi-urban and rural focused NBFC-MFI with a geographically diversified presence in India and offer income
generation loans under the joint liability group model, predominantly to women from low-income households in urban, semi-urban and rural
areas. Further, as it focuses on providing micro-loans in urban, semi-urban and rural areas, the Group's results of operations are affected by
the performance and the future growth potential of microfinance in India. The Group's borrowers typically have limited sources of income,savings and credit history and the loans are typically provided free of collateral. The borrowers generally do not have a high level of financial
resilience, and, as a result, they can be adversely affected by declining economic conditions and natural calamities. In addition, the Group relies
on non-traditional guarantee mechanisms rather than tangible assets as collateral, which may not be effective in recovering the value of loans.
In order to mitigate the impact of credit risk in the future profitability, the Group creates impairment loss allowance basis the Expected Credit
Loss (ECL) model for the outstanding loans as at balance sheet date. refer note 3A(e) for details.
43.2 Liquidity risk
Liquidity risk refers to the risk that the Group may not meet its financial obligations. Liquidity risk arises due to the unavailability of adequate
funds at an appropriate cost or tenure. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds areavailable for use as per requirements. The Group consistently generates sufficient cash flows from operating and financing activities to meetits financial obligations as and when they fall due. The Group's resource mobilization team sources funds from multiple sources, which interalia includes banks, financial institutions and capital markets to maintain a healthy mix of sources. The resource mobilization team is
responsible for diversifying fundraising sources, managing interest rate risks and maintaining a strong relationship with banks, financial
institutions, other domestic and foreign financial institutions and rating agencies to ensure the liquidity risk is well addressed. Further, thematurity schedule for all financial liabilities and assets are regularly reviewed and monitored. The Group has a Asset Liability Management(ALM) policy and ALM Committee to review and monitor the liquidity risk and ensure the compliance with the prescribed regulatory
requirement. The ALM Policy prescribes the detailed guidelines for managing the liquidity risk.

210

Annual Repo

2023

Maturity pattern of assets and liabilities as at March 31, 2023:

2022-23(₹ in million unless otherwise stated)

Upto 1month

1 to 2months2 to 3months3 to 6months6 months
to 1 year

1 to 3years

Borrowings*
Trade payables

1,688.95
101.97

1,742.23-

1,686.95
0.50

6,097.43

9,545.13

17,498.92

4,997.97

1.52

-

-

-

43,257.57-

Other financial liabilities

1.55

2.97

5.98

4.16

2.46

-

1,208.44

2,734.93

8,171.83

11,954.39

19,962.22

258.02302.34

Investments

1,190.33
0.99
1,913.34 2,707.00
31.40
22.81

22.81

68.44

416.92547.50148.992.43

1,261.30

Financial assets (other) #579.46163.44546.46

1,097.00

1,027.78

16.30

2.61

3,601.49

Loan po folio

168.443 to 5years

Over
5 years

Total

103.9948,004.07*represents debt securities, borrowings (other than debt securities), subordinated liabilities and interest.
The above maturity pa ern is based on the undiscounted contractual cash ows under the respective arrangements where such assets and liabilities have been recognised.
#It includes trade receivables, balance with banks/ nancials institutions and other nancials assets.

CORPORATE OVERVIEW

Pa iculars

Maturity pattern of assets and liabilities as at March 31, 2022:

Borrowings*
Trade payables
Other financial liabilities
Loan po folio
Investments
Financial assets (other) #Upto 1month

1 to 2months2 to 3months3 to 6months6 months
to 1 year

1 to 3years

2,137.26
82.49

1,167.28-

1,358.95-

3,234.35

5,377.15

8,982.78

3,062.03---

1,564.96-

26,884.76---

387.77168.7382.69

368.87
1,562.11

3 to 5
years

0.75

0.75

2.26

4.54

10.60

1,308.83

1,513.10

4,364.34

7,454.54

12,082.18

Over
5 years

Total

82.49
28,536.52

-

-

-

-

-

-

-

46.14

46.14

1,396.51

44.64

33.37

847.53

1,424.22

2,445.55

3.38

2.27

6,197.47

STATUTORY REPORTS

Pa iculars

43.3 Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market factor. Suchchanges in the values of financial instruments may result from changes in the interest rates, credit, liquidity and other market changes. The
Group is exposed primarily to interest rate risk which has been discussed below:
Interest rate risk
The Group is subject to interest rate risk, principally because it lends to clients at fixed interest rates and for periods that may differ from its
funding sources, while the Group's borrowings are at both fixed and variable interest rates for different periods. The Group assesses andmanages its interest rate risk by managing its assets and liabilities. The Group's Asset Liability Management Committee evaluates asset liability
management, and ensures that all significant mismatches, if any, are being managed appropriately.
The Group has an Asset Liability Management (ALM) policy, approved by the Board of Directors, for managing interest rate risk and policy for
determining the interest rate to be charged on the loans given.
The following table demonstrates the sensitivity to a reasonably possible change in the interest rates on the portion of borrowings affected.
With all other variables held constant, the profit before tax is affected through the impact on floating rate borrowings, as follows :For year ended March 31, 2023
For year ended March 31, 2022
Finance cost
(23.83)(13.13)
0.50% increase
23.83
13.13
0.50% decrease

44: Transfer of financial assets
a. Securitization transactions:
During the year, the Group has entered into securitization arrangement with two party. Under such arrangement, the Group has transferred apool of loan portfolio, which does not fulfil the derecognition criteria specified under Ind AS 109 as the risk and rewards with respect to theseassets are not substantially transferred.
Following such transfer, the Group’s involvement in these assets is as follows:- As a servicer of the transferred assets- To the extent of credit enhancements provided to such parties
The value of financial assets and liabilities as on:
As at March 31, 2023
As at March 31, 2022
Pa iculars
1,052.23
998.23Carrying amount of associated assets
1,001.38
963.18Carrying amount of associated liabilities
1,052.23
998.23
Fair value of associated assets
1,001.38
963.18Fair value of associated liabilities
The carrying value of securitized loans approximate their fair value as the loans once sold cannot be transferred again.
b. Assignment transactions:
The Group has transferred a part of its loan portfolio (measured at amortized cost) vide assignment deals executed with various parties, as asource of finance. As per the terms of deal, the derecognition criteria as per Ind AS 109 (as all the risks and rewards relating to assets beingtransferred to the buyer) being met, the assets have been derecognised.
The management has evaluated the impact of the assignment transactions executed during the year on its business model. Based on the
future business plan, the Group's business model remains to hold the assets for collecting contractual cash flows.

211

FINANCIAL STATEMENTS*represents debt securities, borrowings (other than debt securities), subordinated liabilities and interest.
The above maturity pa ern is based on the undiscounted contractual cash ows under the respective arrangements where such assets and liabilities have been recognised.
#It includes trade receivables, balance with banks/ nancials institutions and other nancials assets.

Annual Repo

2023

2022-23(₹ in million unless otherwise stated)

The table below summarises the carrying amount of the derecognised financial assets and the gain/(loss) on derecognition:
For year ended March 31, 2023
For year ended March 31, 2022
Pa iculars
8,867.83
3,785.21
Carrying amount of derecognised nancial assets
1,160.99
366.57
Gain from derecognition during the year
Since the Group transferred the above financial assets in a transfer that qualified for derecognition in its entirety, therefore the whole of theinterest spread (over the expected life of the asset) is recognised on the date of derecognition itself as interest only strip receivable andcorrespondingly recognised as profit on derecognition of financial assets.
c. The Group has transferred certain stressed loans to asset reconstruction company trust, details of which are given below:
For year ended March 31, 2023
For year ended March 31, 2022
Pa iculars
73,081.00
Number of loan accounts assigned during the year
Aggregate principal outstanding of loan transferred
1,915.00
as on March 31, 2023 (₹ in million)
13.30
Weighted average remaining maturity (in months)
Net book value of loan transferred (at the time of
2,107.57
transfer) (₹ in million)*
1,500.00
Aggregate consideration (₹ in million)
Additional consideration realized in respect of accountNiltransferred in earlier year
*excludes ECL provision of ₹ 491.21 million which has been reversed on account of sale of portfolio of such loans.

45: Employee Stock Option Plan (ESOP)The Group has provided an equity settled share based payment scheme to its employees. The details of such share based payment scheme
are as follows:
Pa iculars

Grant

Number ofoptions granted

SATYA ESOP 2018
SATYA ESOP 2018
SATYA ESOP 2018

Grant I
Grant II
Grant III995,200
258,800
170,000

Vesting period(in years)

Vesting conditions

44
4

25% vests every year subject to continuance of service
25% vests every year subject to continuance of service
25% vests every year subject to continuance of service

Exercise period is 3 years from the date of vesting of options.
The expense recognised for employee services received during the year is ₹16.13 million (March 31, 2022: 9.24 million).
(a) The following table lists the input to the Black-Scholes Model used for the options granted by the Group:
Pa iculars
Date of Grant
Date of Board/Compensation Commi ee approval
Number of options granted
Method of se lemen
Graded vesting period
Day following the expiry of 12 months from grant
Day following the expiry of 24 months from grant
Day following the expiry of 36 months from grant
Day following the expiry of 48 months from grant
Exercise period

Vesting conditions

Weighted average of remaining contractual life in years
Year I
Year II
Year IIIYear IV

Grant I

Grant II

Grant IIIMay 01, 2019
October 22, 2018
9,95,200
EquityNovember 05, 2020
November 05, 2020
2,58,800
EquityMay 01, 2022
November 09, 2022
1,70,000
Equity

25%
25%
25%
25%
3 years from the date ofvesting of options

25%
25%
25%
25%
3 years from the date ofvesting of options

25%
25%
25%
25%
3 years from the date ofvesting of options

Minimum period of one year
between Grant of Options
and Vesting of Options;
Vesting Period in any caseshall not exceed 5 (Five)years from the Grant Date;
Employee must be ins e r v ice at t h e t i m e ofvesting and must neither bes e r v i n g h i s n o t i c e fo r
termination of employment
with the Company nor be
subject to any disciplinary
proce e dings pending
against him on the Vesting
Date.

Minimum period of one year
between Grant of Options
and Vesting of Options;
Vesting Period in any caseshall not exceed 5 (Five)years from the Grant Date;
Employee must be ins e r v ice at t h e t i m e ofvesting and must neither bes e r v i n g h i s n o t i c e fo r
termination of employment
with the Company nor be
subject to any disciplinary
proce e dings pending
against him on the Vesting
Date.

Minimum period of one year
between Grant of Options
and Vesting of Options;
Vesting Period in any caseshall not exceed 5 (Five)years from the Grant Date;
Employee must be ins e r v ice at t h e t i m e ofvesting and must neither bes e r v i n g h i s n o t i c e fo r
termination of employment
with the Company nor be
subject to any disciplinary
proce e dings pending
against him on the Vesting
Date.

1.49
0.00
0.99
1.99
2.99

3.10
1.60
2.60
3.60
4.60

4.59
3.08
4.08
5.09
6.09

(b) The details of activity under Satya ESOP 2018 with an exercise price of ₹ 45 for the year ended March 31, 2023 have beensummarised below:
Grant I
Grant II
Grant IIIPa iculars
Options outstanding at the beginning of the year
Options granted during the year
Options excerised during the year
Options lapsed during the year
Options outstanding at the end of the year
Options excersiable at the end of the year

3,92,465
1,66,636
37,025
1,88,804
1,88,804

2,24,300
74,850
10,200
1,39,250
31,450

1,70,000
1,70,000-

212

Annual Repo

2023

2022-23(₹ in million unless otherwise stated)(c) Details of stock options granted by the Group:
The Black-Scholes Model has been used for computing the weighted average fair value considering the following:
Grant I
Grant II
Grant IIIPa iculars

6145
37.44%
2.50-5.50
6.85%
0.00%
27.74

110
45
48.65%
4.00
5.85%
0.00%
72.94

141
45
62.61%
4.00
7.12%
0.00%
105.93CORPORATE OVERVIEW

Share price on the date of grant (in ₹)Exercise price (in ₹)Historic volatility (%)
Life of the options granted in years
Risk free interest rate (%)
Expected dividend rate (%)
Weighted fair value of stock option

46: Disclosure of investing and nancing transactions that do not require the use of cash and cash equivalents

Name of instrument
Equity share capital (including securities premium)Non- Cumulative Compulsorily conve ible preference
shares (including securities premium)
Right-of-use assets
Borrowings*

Opening
Balance

Cash ows

Premium added onconversion ofpreference shares into
equity shares

Conversion

Other

Closing
Balance

4,474.27

225.49

1,097.96

47.74

13.78

5,859.24

600.01

2,082.70(1,097.96)(47.74 )-1,537.01

9.93
22,772.25---(0.93)

13,891.80

-

-

-

9.00
36,664.05

-

12.85

44,069.30

Conversion

Other

Closing
Balance

3.91

4,474.27

27,856.46
16,199.99
Total* represents debt securities, borrowings (other than debt securities) and subordinated liabilities.

STATUTORY REPORTS

For the year ended March 31, 2023

Name of instrument
Equity share capital (including securities premium)Non- Cumulative Compulsorily conve ible preference
shares (including securities premium)
Right-of-use assets
Borrowings*

Opening
Balance

Cash flows

Premium added onconversion ofpreference shares into
equity shares

3,925.46

544.90---600.01---600.01

0.49
11,270.76

-

-

-

9.44

11,501.49

-

-

-

9.93
22,772.25

-

13.35

27,856.46

15,196.71
12,646.40
Total* represents debt securities, borrowings (other than debt securities) and subordinated liabilities.

213

FINANCIAL STATEMENTS

For the year ended March 31, 2022

Annual Repo

2023

47: Maturity analysis of assets and liabilities

2022-23(₹ in million unless otherwise stated)

Maturity analysis of assets and liabilities as at March 31, 2023:
Pa iculars
Within 12 months
ASSETS
Financial assets
Cash and cash equivalents
Bank balances other than cash and cash equivalents
Trade receivables
Loan portfolio
Investment
Other financial assets

A er 12 months

Total

2,305.90
1,521.23
106.4820,889.45
562.39869.15571.32
17,342.14
698.91360.022,305.90
2,092.55
106.4838,231.59
1,261.30
1,229.17

Total financial assets
Non-financial assets
Current tax assets (net)Deferred tax assets (net)Property, plant and equipment
Capital work-in-progress
Goodwill
Intangible assets
Other non-financial assets

26,254.60

18,972.39

45,226.99

348.10141.441.29
160.45612.12
39.44
0.20
62.40

141.441.29
160.45612.1239.44
0.20
410.50Total non-financial assets

348.1026,602.70

1,017.34
19,989.73

1,365.44
46,592.43

103.9917,430.66
1,200.37
18,735.02

6.95
19,233.39
5.49
19,245.83

6.95
103.9936,664.05
1,205.86
37,980.85

18.66
115.84134.5051.19
48.95
100.1469.85
48.95
115.84234.64-593.2049.00
7,720.16
8,362.36

593.2049.00
7,720.16
8,362.36

18,869.52

14.58
27,722.91

14.58
46,592.43

Maturity analysis of assets and liabilities as at March 31, 2022:
Pa iculars
Within 12 months
ASSETSA er 12 months

Total Assets

LIABILITIES AND EQUITY
Liabilities
Financial liabilities
Derivative financial instruments
Trade payables
Borrowings*
Other financial liabilities
Total financial liabilities
Non-financial liabilities
Provisions
Deferred tax liabilities (net)Other non-financial liabilities
Total non-financial liabilities

EquityEquity share capital
Instruments entirely equity in nature
Other equity
Equity a ributable to equity holders of the holding company
Non-controlling interest
Total Liabilities and Equity*represents debt securities, borrowings (other than debt securities) and subordinated liabilities.

Financial assets
Cash and cash equivalents
Bank balances other than cash and cash equivalents
Trade receivables
Loan portfolio
Investment
Other financial assets
Total financial assets
Non-financial assets
Current tax assets (net)Deferred tax assets (net)Property, plant and equipment
Intangible assets
Other non-financial assets
Total non-financial assets
Total Assets

Total

1,278.44
1,605.32
73.40
12,275.69
382.27

1,609.57
10,885.65
46.14
187.991,278.44
3,214.89
73.40
23,161.34
46.14
570.26

15,615.12

12,729.35

28,344.47

249.29249.2915,864.41

46.17
64.45
120.560.33
47.10
278.61
13,007.96

46.17
64.45
120.560.33
296.39527.9028,872.37

82.49
11,274.64
375.3911,732.52

11,497.61
9.81
11,507.42

82.49
22,772.25
385.2023,239.94

9.14
71.98
81.12

27.44
1.42
28.86

36.58
73.40
109.98-490.6429.85
5,001.96
5,522.45

490.6429.85
5,001.96
5,522.45

11,813.64

17,058.73

28,872.37

LIABILITIES AND EQUITY
Liabilities
Financial liabilities
Trade Payable
Borrowings*
Other nancial liabilities
Total financial liabilities
Non-financial liabilities
Provisions
Other non-financial liabilities
Total non-financial liabilities

EquityEquity share capital
Instruments entirely equity in nature
Other equity
Total Equity
Total Liabilities and Equity*represents debt securities, borrowings (other than debt securities) and subordinated liabilities.

214(₹ in million unless otherwise stated)
48: Corporate Social Responsibility
As per section 135 of the Companies Act, 2013 and rules therein, the Holding Company is required to spend at least 2% of average net profit ofpast three years towards Corporate Social Responsibility (CSR). Details of corporate social responsibility expenditures as certified by
Management are as follows:
For year ended
For year ended
Pa iculars
March 31, 2023
March 31, 2022(ii) On purposes other than (i) above
Health and Welfare
Contribution to PM CARES Fund(d) Sho fall/(Excess) at the end of the year (a - c)(e) Total of previous year sho fall/(excess)(f) Reason for sho fall/(Excess)(g) Details of related pa y transactions(h) Liability against contractual obligations for CSR

4.65
13.00
13.00
-

1.72
10.00
4.39
-

-

-

13.00
13.00

4.39
4.39

(8.35)(2.67)
13.00-(2.67)(1.68)
4.39-

Details of ongoing projects under 135(6) of the Companies Act, 2013
Amount spent during the year
Balance as on April 1, 2022 Amount required tobespentduringWith the In separate CSR
From the Group’s
From the separate
the yearGroupunspent accountBank account
CSR unspent account
Nil
Nil
Nil
Nil
Nil

Balance as on March 31, 2023
With theIn separate CSR
Group
unspent accountAmount spent during the year
Balance as on April 1, 2021 Amount required to
be spent during From the Company's From the separate
With the In separate CSR
the yearGroupunspent accountBank account
CSR unspent accountBalance as on March 31, 2022
With theIn separate CSR
Company
unspent account

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Details of CSR expenditure under Section 135(5) of the Act in respect of other than ongoing projects
Balance as on
April 1, 2022
Nil
Balance as on
April 1, 2021
Nil

Amount deposited in Specified Fund of
Schedule VII of the Act within 6 months
NilAmount required to be
spent during the year

Amount spent
during the year

Balance as on
March 31, 2023

4.65

13.00

Nil

Amount deposited in Specified Fund of
Schedule VII of the Act within 6 months
NilAmount required to be
spent during the year

Amount spent
during the year

Balance as on
March 31, 2022

1.72

4.39

Nil

Details of excess CSR expenditure under Section 135(5) of the Act
Amount required toBalance excess spentbe spent during the year
as at April 1, 2022

Amount spent during
the year

Balance as on
March 31, 2023

Nil

4.65

13.00

(8.35)

Balance excess spentas at April 1, 2021

Amount required to
be spent during the year

Amount spent during
the year

Balance as on
March 31, 2022

Nil

1.72

4.39

(2.67)

49: Interest in other entities
Subsidiaries
Name of entities
SATYA Housing Micro Finance Limited

Country ofincorporation

Functional
currency

India

INR

Ownership interest held by the GroupAs at
March 31, 2023

As at
March 31, 2022

96.66%

24.00%

Principal
activities
Financing

Subsidiary with material non-contolling interests (NCI)
No subsidiary company has no material non-controlling interests to the group for the year ended March 31, 2023.

215

FINANCIAL STATEMENTS(a) Amount required to be spent on CSR as per Section 135 of the Companies Act, 2013(b) Amount approved by the board to be spent during the year(c) Amount of expenditure incurred (as per table below) (refer note below)(i) Construction/acquisition of any asset

CORPORATE OVERVIEW

2022-23

STATUTORY REPORTS

Annual Repo

2023

Annual Repo

2023(₹ in million unless otherwise stated)

50: Additional information in pursuant to Schedule III of the Companies Act, 2013
Name of theentity in the group

ParentSATYA MicroCapital limited
Indian subsidiaries
SATYA Housing MicroFinance Limited
Share of net profits/(losses)of associates accounted forusing the equity method
Elimination
Total

Net assets (total assets
minus total liabilities)

Share in profit or (loss)

2022-23

Share in othercomprehensive income

Share in total
comprehensive income

As % ofconsolidated
net assets

Amount

As % ofconsolidated
pro t & loss

Amount

As % ofconsolidated other Amountcomprehensive
incomeAs % ofconsolidated total
comprehensive
income99.95%

8,372.59

99.84%

530.44100.00%(4.83)

99.84%

525.615.22%

437.02

0.17%

0.90

0.00%

-

0.17%

0.90

(5.17%)(432.67)(0.01%)
0.00%(0.06)
-

0.00%

-

0.00%

(0.06)-

100.00%8,376.94

100.00%531.28100.00%(4.83)

100.01%526.45

Amount51: Commitment and contingencies(i) The estimated value of contracts remaining to be executed on capital amount and not provided for (net of advances) amount to ₹ Nil(previous year ₹ 476.29).
(ii) The Group has other commitments for services in normal course of business, the Group’s operations does not give raise to any
commitments for purchase of goods and employee benefits.
(iii) The Group does not have any pending litigations which would impact its financial position in its financial statements. Contingent liabilities₹ Nil (Previous year ₹ Nil).
(iv) The Group does not have any long term commitments/contracts for which there will be any material foreseeable losses except as shown innote 14 to consolidated financial statement.
(v) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

52: With regard to the new amendments under "Division III of Schedule III" under "Part II-Statement of Profit and
Loss-General Instructions for preparation of Statement of Profit and Loss:(i) No proceedings have been initiated or pending against the Group for holding any benami property under the Benami Transactions(Prohibition) Act, 1988 and rules made thereunder, as at March 31, 2023 and March 31, 2022.
(ii) The Group does not have any transactions with the companies struck off under section 248 of Companies Act, 2013 or section 560 ofCompanies Act, 1956 during the year ended March 31, 2023 and March 31, 2022.
(iii) The Group do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
(iv) The Group has not traded or invested in Crypto currency or Virtual Currency during the year ended March 31, 2023 and March 31, 2022.
(v) The Group is not a declared wilful defaulter by any bank or financial Institution or other lender, in accordance with the guidelines on wilful
defaulters issued by the Reserve Bank of India, during the year ended March 31, 2023 and March 31, 2022.
(vi) There have been no transactions which have not been recorded in the books of account, that have been surrendered or disclosed asincome during the year ended March 31, 2023 and March 31, 2022, in the tax assessments under the Income Tax Act, 1961. There havebeen no previously unrecorded income and related assets which were to be properly recorded in the books of account during the year
ended March 31, 2023 and March 31, 2022.
(vii) The Group have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries)
with the understanding that the Intermediary shall:a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company(Ultimate Beneficiaries) orb. provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries(viii) The Group have not received any fund from any person or entity, including foreign entity (Funding Party) with the understanding(whether recorded in writing or otherwise) that the Group shall :a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company(Ultimate Beneficiaries) orb. provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries(viii) The Group have not received any fund from any person or entity, including foreign entity (Funding Party) with the understanding(whether recorded in writing or otherwise) that the Group shall:a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party(Ultimate Beneficiaries) orb. provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries(ix) The Group has working capital limits from banks on the basis of security of fixed deposits kept as margin money with banks and as thesesanctioned working capital limits is against the margin money with banks, accordingly the Group is not required to file any quarterly
returns or statements with such banks(x) The Group has taken borrowings from banks and financial institutions and utilised them for the specific purpose for which they weretaken as at the Balance sheet date. Unutilised funds as at March 31, 2023 are held by the Group in the form of deposits till the time theutilisation is made subsequently.

216

Annual Repo

2023

2022-23

53: The figures for the previous year have been regrouped / reclassified, wherever necessary, to make them comparable tocurrent period.
54: Event after reporting period:
CORPORATE OVERVIEW

There is no matter after the balance sheet data which are required to be disclosed in the consolidated financial statement.

For S.N. Dhawan & CO LLP
Chartered Accountants
Firm Registration No.: 000050N/N500045

For and on behalf of the Board of Directors of
SATYA MicroCapital Limited

Vinesh Jain
PartnerMembership No.: 087701

Vivek Tiwari
Managing Director, CEO & CIO
DIN: 02174160

Ratnesh Tiwari
Director
DIN: 07131331

Choudhary Runveer Krishanan
Company Secretary & Chief Compliance officer
M.No. F7437

Vandita Kaul
Chief Financial Officer

Place: Gurugram
Date: May 24, 2023

Place: Gurugram
Date: May 24, 2023

217

FINANCIAL STATEMENTSSTATUTORY REPORTS

55: The consolidated financial statements were approved for issue by the Board of Directors on May 24, 2023

Annual Repo

2022-23NOTICENOTICE IS HEREBY GIVEN THAT THE (28TH) TWENTY-EIGHTH ANNUAL GENERAL MEETING OF SATYA MICROCAPITAL LIMITED WILL
BE HELD ON MONDAY, JULY 3RD, 2023, AT 06:00 P.M., AT THE REGISTERED OFFICE OF THE COMPANY SITUATED AT 519, 5TH FLOOR,DLF PRIME TOWERS, OKHLA INDUSTRIAL AREA, PHASE-1, NEW DELHI-110020, INDIA, TO TRANSACT THE FOLLOWING BUSINESS:

Ordinary Business :1. Adoption of Annual Audited (Standalone & Consolidated) Financial Statements and Reports thereon
To receive, consider and adopt the Annual Audited (Standalone & Consolidated) Financial Statements of the Company for the financial year
ended March 31, 2023 including Balance Sheet as at March 31, 2023, the Statement of Profit and Loss and Cash Flow Statement for the year
ended on that date and the Reports of the Board of Directors and Auditors thereon.
2. Re-Appointment of Dr. Ratnesh Tiwari (Din: 07131331), as Director, Liable to Retire By Rotation
To appoint a Director in place of Dr. Ratnesh Tiwari (Din: 07131331), who retires by rotation and being eligible, offers himself for reappointment.

Special Business
3. Enhancement in the limit of Borrowings
To consider and if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution:“RESOLVED THAT pursuant to the provisions of section 180(1)(c) and other applicable provisions if any, of the Companies Act, 2013 and theRules made thereunder, the consent of the members of the Company be and is hereby accorded to the Board of Directors of the Company(hereinafter referred to as the “Board” which terms shall be deemed to include any committee duly constituted by the Board), to raise orborrow from time to time such sum or sums as they may deem appropriate for the purposes of the business of the Company
notwithstanding that the monies already borrowed and the monies to be borrowed (apart from temporary loans obtained from Company's
bankers in the ordinary course of business) will exceed the Paid-up Capital of the Company and Free Reserves of the Company, not set
apart for any specific purpose, and Securities Premium Account, provided that the total amount up to which monies may be borrowed by
the Board of Directors shall not exceed Rs. 1,00,000 million (Rupees One Hundred Thousand Million only) at any time.
RESOLVED FURTHER THAT the Board of Directors and Company Secretary of the Company be and are hereby authorized to do such acts,
deeds, things and execute all such documents, undertakings as may be necessary for giving effect to the above resolution.”
4. To Provide the Security for securing the Borrowings
To consider and if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution:“RESOLVED THAT pursuant to the provisions of section 180(1)(a) and other applicable provisions if any, of the Companies Act, 2013 and theRules made thereunder, the consent of the members of the Company be and is hereby accorded, to the Board of Directors of the Company(hereinafter referred to as the “Board” which terms shall be deemed to include any Committee duly constituted by the Board or any
Committee, which the Board may hereafter constitute), to pledge, mortgage and/or charge in all or any part of the moveable or immovable
properties of the Company and the whole or part of the undertaking of the Company of every nature and kind whatsoever and/or creating afloating charge in all or any movable or immovable properties of the Company and the whole of the undertaking of the Company to or infavour of Banks, Financial Institutions, any other lenders or debenture trustees to secure the amount borrowed by the Company or any third
party from time to time for the due payment of the Principal together with interest, charges, costs, expenses and all other monies payable
by the Company or any third party in respect of such borrowings provided that the maximum extent of the indebtedness secured by theproperties of the Company does not exceed Rs. 1,00,000 million (Rupees One Hundred Thousand Million only) at any time.
RESOLVED FURTHER THAT any of Directors and Company Secretary of the Company be and are hereby severally authorized to do suchacts, deeds, things and execute all such documents, undertakings as may be necessary for giving effect to the above resolution.”
5. Issuance of Non-Convertible Debentures on Private Placement BasisTo consider and if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution:“RESOLVED THAT pursuant to the provision of Sections 42 and 71 of the Companies Act, 2013 and Rule 14(2) of Companies (Prospectus
and Allotment of Securities) Rules, 2014 (including any statutory modification(s), amendment(s) or re-enactment thereof for the time
being in force) and subject to all other applicable regulations, rules, notifications, circulars and guidelines prescribed by the Securities
Exchange Board of India (“SEBI”), as amended, including SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021, as
amended, SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, as amended, and subject to the applicable regulations,rules, notifications, circulars and guidelines prescribed by Reserve Bank of India (“RBI”) and in accordance with the relevant provisions of
the Memorandum and Articles of Association of the Company, the consent of the members of the Company be and is hereby accorded to
the Board of Directors (hereinafter referred to as the “Board” which terms shall be deemed to include any Committee duly constituted by
the Board or any Committee, which the Board may hereafter constitute), to issue/offer/invite for subscription of secured/unsecured,
rated/unrated, listed/unlisted Non- Convertible Debentures (“Debentures”) by way of private placement, in one or more tranches, fromtime to time, to any category of investors eligible to invest in the Debentures, aggregating upto Rs. 35,000 Million (Rupees Thirty-FiveThousand Million only) on such terms and conditions and at such times whether at par/premium/discount, as may be decided by the Board
to such person or persons including one or more company(ies), body Corporate(s), statutory corporation(s), commercial Bank(s), Lending
Agency(ies), Financial Institution(s), insurance company(ies), foreign portfolio investor(s), mutual fund(s) and individual(s), Alternative
Investment Fund, as the case may be or such other person/ persons as the Board may decide so for a period of one year from the date of
approval of the members, within the overall borrowing limits of the Company, as approved by the members of the Company from time to218

Annual Repo

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2022-23

time.
RESOLVED FURTHER THAT any Director or the Company Secretary of the Company be and are hereby authorised to do all such acts,
deeds, matters and things as may be deemed necessary, desirable, proper or expedient for the purpose of giving effect to this Resolutions
and for matters connected therewith or incidental thereto.
6. Remuneration of Managing Director
To consider and if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution:“RESOLVED THAT in continuation to the resolution of the members of the Company passed in their Annual General Meeting held on July06, 2022 and in accordance with the provisions of Section 196, 197, 198 and other applicable provisions, if any, of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification (s) or reenactment thereof, for the time being in force and as may be enacted from time to time) read with Schedule V of the Companies Act, 2013,
and such other approvals, permissions and sanctions and subject to the provisions of Articles of Association of the Company , the approvalof the members of the Company be and are accorded for approving the payment of remuneration of Rs. 65.8 Million w.e.f. April 01, 2023
along with year-on-year revision of remuneration of 25% on and above proposed remuneration (i.e. Rs. 65.8 Million) w.e.f. FY 2024-25 andso on, year on year basis, for rest of the tenor and for extended tenor in current capacity, in terms of and subject to the applicable laws.
RESOLVED FURTHER THAT the Board of Directors, which term shall include Committee(s) of the Board of Directors be and are hereby
authorized to do all such acts, deeds and things and take all such steps as may be necessary, proper or expedient to give effect to thisResolution.
RESOLVED FURTHER THAT the retirement benefits of Gratuity and Leave encashment and/ or any other benefits as may be applicablefrom time to time shall be considered over and above the aforesaid proposal as it is not possible to ascertain the amount at present andtherefore the same shall be paid as per the statutory guidelines and Company's Policy.”
7. To consider and approve payment of remuneration to Independent Directors
To consider and, if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution:“RESOLVED THAT pursuant to the provisions of Section 149, 197 & 198 and other applicable provisions, if any, of the Companies Act, 2013('the Act') and Securities Exchange Board of India(“SEBI”) (Listing Obligations and Disclosure Requirement), Regulation, 2015 and Reserve
Bank of India (“RBI”) Master Directions/Regulations/Circular issue from time to time (including any statutory amendment, modification or
re-enactment thereof for the time being in force), the rules, regulations, directions, and notifications issued/ framed thereunder and
Schedule V thereto, read with the Articles of Association of the Company and pursuant to the approval of the Board on the basis ofrecommendation of Nomination & Remuneration Committee, the consent of the members of the Company be and is hereby accorded for
payment of remuneration to Independent Directors in case of no profits / inadequate profits in accordance with the provisions of Schedule
V of the Act or such other sum as may be permitted under the applicable provisions, as mentioned herein below, for the financial year 202223:(Amount in Million)
Sr. No.
1.
2.
3.
4.

Independent Directors on Board

Annual Remuneration/Compensation FY 2022-23

Dr. Deepali Pant Joshi
Mr. Mohan Chandanathil Pappachan
Mr. Naveen Surya
Ms. Surekha Marandi

1 (One)1 (One)1 (One)1 (One)RESOLVED FURTHER THAT the amount of total compensation to be paid to Independent Directors as above shall be exclusive of thefollowing:1) Sitting fee to be paid to each Independent Director for every Board and Committee meetings
2) Re-imbursement of expenses w.r.t. attending Board/Committee meetings - Flight, Transportation, Hotel stays, etc.
RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds, matters and things including deciding on themanner of payment of commission/remuneration and settle all questions or difficulties that may arise with regard to the aforesaid
resolution as it may deem fit and to execute any agreements, documents, instructions, etc. as may be necessary or desirable in connection
with or incidental to give effect to the aforesaid resolution.
RESOLVED FURTHER THAT Mr. Vivek Tiwari, Managing Director, CEO & CIO and Choudhary Runveer Krishanan, Company Secretary &Chief Compliance Officer of the Company be and are hereby singly and severally authorized to do all the act, deeds and things which arenecessary for the aforesaid matter and to do necessary filing, as may be required, in prescribed form to Registrar of Companies, NCT of
Delhi & Haryana.”
8. Approval for Alteration of Articles of Association of The Company
To consider and, if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution:“RESOLVED THAT pursuant to the provisions of Section 14 and any other applicable provisions if any, of the Companies Act, 2013 (“theAct”) (including any statutory modification(s) or re-enactment thereof, for the time being in force) and the rules made thereunder theconsent of the members of the Company be and is hereby accorded subject to the approval of Registrar of Companies, NCT of Delhi or any
other regulatory authority for altering the Articles of Association for effecting the following amendment in the existing Articles of
Association of the Company:
To insert the following Article 17C in the Articles of Association of the Company :17C.

DIRECTOR NOMINATED BY DEBENTURE TRUSTEE(S)Subject to the provisions of applicable law, the Board shall appoint a person nominated by Debenture Trustee(s) as a Nominee Director in theevent of:(a) two consecutive defaults in payment of interest to the debenture holders; or219

Annual Repo

2023

2022-23(b) default in creation of security for debentures; or(c) default in redemption of debentures.
RESOLVED FURTHER THAT Mr. Vivek Tiwari, Managing Director, CEO & CIO and Choudhary Runveer Krishnan, Company Secretary & Chief
Compliance Officer of the Company be and are hereby singly and severally authorized to do all such acts, matters, deeds and things
necessary or desirable in connection with or incidental to give effect to the above resolutions, including filing of necessary forms with theRegistrar of Companies, NCT of Delhi and Haryana as may be required in relation to such amendments and to comply with all otherrequirements in this regard.
RESOLVED FURTHER THAT Mr. Vivek Tiwari, Managing Director, CEO & CIO and Choudhary Runveer Krishnan, Company Secretary & Chief
Compliance Officer of the Company of the Company be and are hereby singly and severally authorized to issue/ provide certified truecopies of these resolutions.”

Place: Gurugram
Dated: May 24, 2023

By Order of the Board of Directors
For SATYA MICROCAPITAL LIMITED
sd/Choudhary Runveer Krishanan(Company Secretary & Chief Compliance Officer)
M. No- FCS 7437

NOTES :1.

A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL
INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. A PERSON CAN ACT AS PROXY ON
BEHALF OF MEMBERS NOT EXCEEDING FIFTY (50) AND HOLDING IN THE AGGREGATE NOT MORE THAN TEN PERCENT OF THE TOTALSHARE CAPITAL OF THE COMPANY.

2. The explanatory statement pursuant to Section 102 of the Companies Act, 2013 and Rule 22 of the Companies (Management andAdministration) Rules, 2014, (“Rules”) setting out all material facts in respect of the business specified in this notice and the reasons
thereto is annexed hereto.
3. The proxy form duly completed must reach the registered office not later than 48 hours before the commencement of the Meeting. A body
corporate being a member shall be deemed to be personally present at the meeting if represented in accordance with the provisions ofSection 113 of the Companies Act, 2013. The representative so appointed, shall have the right to appoint a proxy.
4. Relevant documents referred to in the proposed resolutions are available for inspection at the Registered Office of the Company duringbusiness hours on all days except Saturdays, Sundays and Public holidays up to the date of the Annual General Meeting.
5. Members may please note that no gifts/ gift coupons shall be distributed at the venue of the General Meeting.
6. Members who have not registered their e-mail addresses so far are requested to register their e-mail addresses for receiving allcommunications including Annual Report, Notices, Circular, etc. from the Company in electronic mode.
7.

Members holding shares in dematerialised mode are requested to intimate all changes pertaining to their bank details, ECS mandates,
email addresses, nominations, power of attorney, change of address/ name etc. to their Depository Participant (DP) only and not to theCompany or its Registrar and Transfer Agent. Any such changes effected by the DPs will automatically reflect in the Company's
subsequent records.

8. Members who still hold share certificates in physical form are advised to dematerialise their shareholding to also avail of numerous
benefits of dematerialisation, which include easy liquidity, ease of trading and transfer, savings in stamp duty and elimination of any
possibility of loss of documents and bad deliveries.
9. Details of Director retiring by rotation/ seeking re-appointment at the ensuing Meeting are provided in the 'Annexure' to the Notice.
10. The Notice calling the AGM along with Annual Report for FY 2022-23 have been uploaded on the website of the Company atwww.satyamicrocapital.com. The Notice can also be accessed from the websites of the Stock Exchange i.e. BSE Limited atwww.bseindia.com.
11. Corporate Members intending to send their authorized representative(s) to attend the Meeting are requested to send to the Company, acertified true copy of the relevant Board Resolution together with specimen signature(s) of the representative(s) authorized under thesaid Board Resolution to attend and vote on their behalf at the Meeting.

Place: Gurugram
Dated: May 24, 2023

By Order of the Board of Directors
For SATYA MICROCAPITAL LIMITED
sd/Choudhary Runveer Krishanan(Company Secretary & Chief Compliance Officer)
M. No- FCS 7437

220

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Annual Repo

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Explanatory Statement Pursuant to Section 102 of the Companies Act, 2013
Item No. 3 & 4
In view of the expected growth in business of the Company and basis the projections as per the detailed Annual Business Plan of the Company
which was approved by the Board at its meeting held on March 06, 2023, it is necessary for the Company to borrow from various sources andto increase the existing limit of Rs. 75,000 million (Rupees Seventy-Five Thousand Millions Only) to Rs. 1,00,000 million (Rupees One Hundred
Thousand Million only). The Board of Directors at its meeting held on May 24, 2023, has approved the proposal to increase the limit to borrowfrom time to time such sum or sums of monies as they may deem necessary for the purpose of the business of the Company, notwithstandingthat the monies to be borrowed together with the monies already borrowed by the Company (apart from temporary loans obtained fromcompany's bankers in the ordinary course of business) and remaining outstanding at any point of time will exceed the aggregate of the paid-up
share capital of the Company and its free reserves, that is to say, reserves not set apart for any specific purpose, and Securities Premium
Account, provided that the total amount upto which monies may be borrowed and which shall remain outstanding at any given point of timeshall not exceed the sum of Rs. 1,00,000 million (Rupees One Hundred Thousand Million only). The borrowings of the Company in general are
required to be secured from time to time by creation of hypothecation, mortgage or charge on all or any of the movable or immovable
property/assets of the Company in such form and manner as may be required by the lenders and acceptable to the Company. Mortgaging or
creating charge by the Company of its assets to secure the funds borrowed from time to time within the overall limits of borrowing powers
delegated to the Board, may be construed as disposal of the Company's undertaking within the meaning of Section 180(1)(a) of theCompanies Act, 2013. It is therefore considered necessary for the Members to authorize the Board to create mortgage/charge on Company's
assets in the manner proposed in the Resolution to secure the funds borrowed by the Company from time to time. Further, the provisions ofSections 180(1)(c) and 180(1)(a) of the Companies Act, 2013 read with Rules made thereunder require that such a Resolution be passed by wayof a Special Resolution. The consent of the members is hereby requested on the proposed resolution(s) by way of Special Resolution(s).
Your Directors recommend the passing of the Special Resolution(s) proposed at Item Nos. 3 & 4 of this Notice.
None of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise,in this resolution except to the extent of their shareholding (if any) in the Company.

Item No. 5
Due to the increased long term capital requirements and to maintain the growth on the basis of the projections as per the detailed Annual
Business Plan of the Company which was approved by the Board at its meeting held on March 06, 2023, the issuance of Non-Convertible
Debentures (NCDs) in compliance with the provisions of Companies Act, 2013 (“Act”) read with Rule 14(2) of the Companies (Prospectus andAllotment of Securities) Rules, 2014 and in accordance with the applicable provisions of SEBI (Issue and Listing of Non-Convertible Securities)
Regulations, 2021, as amended from time to time, is beneficial for the Company. The Board at its Meeting held on May 24, 2023, has approved
the proposal for the issuance of NCDs within the overall borrowing limits of the Company of Rs. 35,000 Million (Rupees Thirty-Five Thousand
Millions Only). The NCDs would be issued for cash either at par or premium to face value depending upon the prevailing market conditions.
Pursuant to the provisions of Sections 23, 42, 179 and other applicable provisions of the Act read with Rule 14 of the Companies (Prospectus
and Allotment of Securities) Rules, 2014 and Rule 8 of the Companies (Meetings of Board and its Powers) Rules, 2014 (including any
modifications or re-enactments thereof, for the time being in force), the Proposal requires the approval of members by way of a Special
Resolution. Accordingly, the approval of the members is being sought by way of Special Resolution as set out at Item No. 5 for issuance of
secured/unsecured, rated/unrated, listed/unlisted Non-Convertible Debentures on a private placement basis, to any category of investors
eligible to invest in the Debentures from time to time, for a year from the date of passing of this Resolution, in one or more series or tranches,
not exceeding the total borrowing limit of the Company i.e. Rs. 35,000 Million (Rupees Thirty-Five Thousand Millions Only). The disclosuresrequired pursuant to Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 are set out hereinbelow:
Particulars of the offer including date of passing of board resolution: This special resolution is being passed in terms of the third proviso to Rule14(1) of Companies (Prospectus and Allotment of Securities) Rules, 2014 for the issuance of NCDs, from time to time, for the period of 1 (one)year from the date hereof and accordingly this question is not applicable at present. The particulars of each offer shall be determined by the
Board of Directors (including any committee duly authorized by the Board of Directors thereof), from time to time;a) Kinds of securities offered and price at which security is being offered: This special resolution is restricted to the private placement
issuance of Non-Convertible Debentures by the Company which may be secured/unsecured/subordinated, rated/unrated, listed/unlistedwith the terms of each issuance being determined by the Board of Directors (including any committee duly authorized by the Board of
Directors thereof), from time to time, for each issuance;b) Basis or justification for the price (including premium, if any) at which offer or invitation is being made: Not applicable;c) Name and address of valuer who performed valuation: Not applicable;d) Amount which the Company intends to raise by way of such securities: As may be determined by the Board of Directors from time to time
but subject to the limits approved under Section 42 of the Companies Act, 2013 of up to Rs. 35,000 Million (Rupees Thirty-Five Thousand
Million only);e) Material terms of raising such securities, proposed time schedule, purposes or objects of offer, contribution being made by the promotersor directors either as part of the offer or separately in furtherance of objects; principle terms of assets charged as securities: This special
resolution is being passed in terms of the third proviso to Rule 14(1) of Companies (Prospectus and Allotment of Securities) Rules, 2014 forthe issuance of NCDs, from time to time, for the period of 1 (one) year from the date hereof and accordingly this question is not applicable atpresent. The particulars of each offer shall be determined by the Board of Directors (including any committee duly authorized by the Boardof Directors thereof), from time to time.
Your Directors recommend the passing of the Special Resolution(s) proposed at Item No. 5 of this Notice.
None of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, inthis resolution except to the extent of their shareholding (if any) in the Company.

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Item No. 6
The members of the Company in their Annual General Meeting held on June 28, 2021, had approved the appointment & remuneration of Mr.
Vivek Tiwari as Managing Director, CEO & CIO of the Company for a period of 5 (five) years, with effect from October 20, 2021, and revised the
remuneration in their meeting held on July 06, 2022.
Pursuant to Section 197 read with Schedule V of the Companies Act 2013, in case of inadequacy of profit, the Special Resolution is required tobe passed for the payment of remuneration in the General Meeting of the Company for a period not exceeding three years.
Mr. Vivek Tiwari holds rich experience in the Banking and Financial sector particularly and under his leadership and guidance, the Company has
made exceptional progress and achieved various milestones successfully. The growth of the business was phenomenal in a highly uncertain
competitive environment. His responsibility has considerably increased on account of future business plans and forecast for upcoming years
that require more engagement and contribution to meet business expectations.
The Highlights of the achievements of SATYA MicroCapital Limited(SATYA) under the leadership of Mr. Vivek Tiwari are as follows:Ø Year 2017, SATYA has achieved an AUM of Rs. 100 crores.
Ø Year 2018-2019, SATYA had obtained MFI license from RBI and made cumulative disbursement of INR 500 Cr. ($67 Million) and crossed
the landmark achievement of INR 1000 Cr. ($133 Mn) AUM
Ø Year 2020-2022, SATYA crossed landmark achievement AUM of INR 2000 cr. and 600,000 clients.
Ø Year 2023 till date, SATYA has crossed a landmark achievement of AUM of INR 5000 Cr. and client base of more than 14 lac.
Ø He has taken responsibility as CEO and CIO and under his leadership, business and strong team supporting SATYA’s growth. Since
the initial three years of its operations, the growth of AUM of SATYA has been Ten-fold till date i.e. 1000% and since 2022, the growth of
AUM has been 2.5x i.e 250%.

Pe ormance of SATYA on Financial and Operational Parameters
Pa iculars

2016

2017

(INR in Million)

2018

2019

2020

2021

2022

2023

Total Revenue

1.73

9.63

269.68966.442,086.13

2,672.18

4,015.41

7360.46

Pro t (Loss) a er Tax

0.09(14.62)(63.86)

32.37

75.29

102.17325.03530.44

Earnings Per Share (EPS) Basic

0.06

-6.18

(6.27)

1.46

2.48

2.57

7.05

10.56

The phenomenal growth of SATYA was led by Mr. Vivek Tiwari who has devoted his entire time and strength to build SATYA and worked beyond
working hours and successfully guided the core management team to enable SATYA to achieve the AUM more than Rs. 50,000 million in a very
short span of time where other MFIs took more than decades to achieve the said milestone(s).
The Nomination & Remuneration Committee was of the view that in view of increased responsibilities, aggressive business plans andconsidering future strategic growth of SATYA, it is prudent to review and align the current remuneration of Mr. Vivek Tiwari considering
package of MD/CEOs of various NBFC/MFIs. Accordingly, The Nomination & Remuneration Committee and Board of Directors of theCompany in their meeting held on May 23 & 24, 2023, respectively, accorded their recommendation to the members of the Company to revise
and fix the remuneration of Rs. 65.8 Million per annum basis on the performance of Mr. Vivek Tiwari considering his sectoral knowledge,
expertise, dedication etc. and also recommended on year-on-year an increment/revision of remuneration of 25% on and above proposed
remuneration w.e.f. FY 2024-25 and so on, year on year basis, for rest of the tenor of Mr. Vivek Tiwari and for extended tenor, as and when
happen in future, in terms of and subject to the applicable laws, in current capacity and other Terms and Conditions of remuneration as set out
herein below:

A. RemunerationRs. 65.8 Million (Rupees Sixty Five point Eight Million) w.e.f. April 01, 2023 along with year-on-year revision of remuneration of 25% on andabove proposed remuneration (i.e. Rs. 65.8 Million) w.e.f. FY 2024-25 and so on, year on year basis, for rest of the tenor and for extended tenor
in current capacity, in terms of and subject to the applicable laws.
To pay, over and above the remuneration mentioned above, 3% of the Profit Before Tax of the Company to Mr. Vivek Tiwari, Managing Director,
CEO & CIO of the Company as per Annual Performance Linked Incentives Plan/Scheme for Mr. Vivek Tiwari, Managing Director, CEO & CIO inline with the approval of the Board & Shareholders in their meeting held on May 19, 2022 & July 06, 2022, respectively, on year on year basis, forrest of the tenor and for extended tenor in current capacity, in terms of and subject to the applicable laws, which shall be payable in H1 (Firsthalf) of every financial year following to the year for which profit is arrived/calculated.
Retirement benefits of Gratuity and Leave encashment and/ or any other benefits as may be applicable from time to time shall be consideredover and above the aforesaid proposal and the same shall be paid as per the statutory guidelines and Company Policy.
Withholding Tax
The remuneration shall be subject to applicable Taxes and the Company may withhold therefrom any amounts as are required to be withheld
pursuant to Applicable Law. Any Tax liability arising in respect of payments made pursuant to the Agreement or income earned by Mr. Vivek
Tiwari, Managing Director, CEO & CIO as an employee shall be borne solely by him.

B. Benefits
Paid Leave : It shall be in accordance with the Company's policies as may be outlined from time to time.
Perquisites : The Company shall provide all perquisites as per Company's policy as may be outlined from time to time.
Business and Entertainment Expenses : Reimbursement shall be in accordance with the Company's expense reimbursement policy for all
reasonable and necessary approved business and entertainment expenses incurred in connection with the performance of his duties
hereunder.
Pursuant to Section 197 read with Schedule V of the Companies Act 2013, in case of inadequacy of profit and since the revised remunerationof Mr. Vivek Tiwari, Managing Director, CEO & CIO is exceeding the maximum permissible amount as stipulated in Section 197 of theCompanies Act, 2013, the proposal is required to be approved by the members through Special Resolution.

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Disclosure pursuant to Schedule V of the Companies Act 2013:I.

General Information

1.

Nature of industry
Date of commencement of commercial production(Micro Finance Business)
In case of new companies, expected date of commencement ofactivities as per project approved by financial institutions
appearing in the prospectus

2.
3.

4.

Financial performance based on given indicators5.

Foreign investments or collaborations, if any.

II.

Information about the appointee

6.

Background details

7.

Past remuneration

8.

Recognition or awards

9.

Job profile and his suitability

10. Remuneration proposed

11.

Comparative remuneration pro le with respect to industry, sizeof the company, pro le of the position and person (in case of
expatriates the relevant details would be with respect to thecountry of his origin)

NBFC-Micro nanceFebruary 02, 2018
NA
Pe ormance for FY 2022-23
Total Income (Rs.) - 7360.46 million
PBT(Rs.) - 714.11 million
PAT (Rs.) - 530.44 million
EPS Basic/Diluted - 10.56/9.60
The Company has not made any foreign investments
or collaborations.
Mr. Vivek Tiwari, holds a Post Graduate Diploma in Rural
Development & Management from the institute of Engineering &Rural Technology, Allahabad. Apart from acquiring prolificexperience of nearly two decades in the Microfinance andDevelopment Sector; Mr. Tiwari is also a certified professional ofConcentration in Management Programme from Boulder
Microfinance Training, Italy. His Proficiency outlines extreme
focus on the innovative deployment of technological framework
for incubating responsible lending, financial inclusion, social
entrepreneurship, and impact investing within nationalboundaries.
Rs. 56.63 million p.a. for FY 2022-23 (inclusive of Pe ormancelinked Incentive)
He has also been felicitated with the BFSI Leadership Award aswell as “Bharat Jyoti Award” by India International Friendship
Society
Mr. Vivek Tiwari holds rich experience in the Banking and
Financial sector particularly and under his leadership andguidance, the Company has made exceptional progress andachieved various milestones successfully. The growth of thebusiness was phenomenal in a highly uncertain competitiveenvironment. His responsibility has considerably increased on
account of future business plans and forecast for upcoming
years that require more engagement and contribution to meetbusiness expectations.
The phenomenal growth of SATYA MicroCapital Limited (SATYA)
was led by Mr. Vivek Tiwari who has devoted his entire time andstrength to build SATYA and worked beyond working hours andsuccessfully guided the core management team to enable
SATYA to achieve the AUM more than Rs. 50,000 million in a very
short span of time where other MFIs took more than decades toachieve the said milestone(s). Several new initiatives have been
and are being taken to further the growth of the Company.
Taking into consideration his qualification, expertise, andexperience Mr. Vivek Tiwari is best suited for the responsibilities
currently assigned to him by the Board of Directors.
Rs. 65.8 Million (Rupees Sixty Five point Eight Million) w.e.f. April
01, 2023 along with year-on-year revision of remuneration of
25% on and above proposed remuneration (i.e., Rs. 65.8 Million)
w.e.f. FY 2024-25 and so on, year on year basis, for rest of thetenor and for extended tenor in current capacity, in terms of andsubject to the applicable laws. Further, to pay, over and above theremuneration mentioned above, 3% of the Profit Before Tax of
the Company as per Annual Performance Linked Incentives
Plan/Scheme for Managing Director in line with the approval of
the Board & Shareholders in their meeting held on May 19, 2022 &July 06, 2022, respectively, on, year on year basis, for rest of thetenor and for extended tenor in current capacity, in terms of andsubject to the applicable laws.
Considering the responsibility shouldered by him of theenhanced business activities of the Company, proposed
remuneration is commensurate with the industry standards andManaging Director, CEO & CIO position held in similar sized andsimilar positioned business.
Contd...

223

Annual Repo

2023

12.

Pecuniary relationship directly or indirectly with the company, or
relationship with the managerial personnel or other director, if
any.

III.

Other Information

13.

Reasons of loss or inadequate pro ts

14.

Steps taken or proposed to be taken for improvement

15.

Expected increase in productivity and pro ts in measurable
terms

2022-23

1. Mr. Vivek Tiwari holds the position of Managing Director, CEO
and CIO of the Company.
2. Dr. Ratnesh Tiwari (brother) holds the position of NonExecutive Director on the Board of the Company.
The Company is in the growing stage and due to the pandemic,
there were reduced economic activities, our customers werelargely not able to generate su cient income to meet theirlivelihood needs and repayment of loans was impacted during
this period. Under the leadership of Mr. Vivek Tiwari, theCompany has grown exceptionally in last nancial year but the
pro t is not su cient to augment the proposed remuneration as
stipulated above. Aside, the cost of fund raise in challenging
times is slightly higher which may go down in upcoming years on
account of Company's rating and business improvements.
Ø Company to open 150 new branches in FY'24.
Ø Branches to be gradually opened post August 2023
Ø Equity infusion of Rs. 3000 Million assumed in FY'24 and Rs.
4000 Million in FY'25
Ø Company plans to disburse Rs. 67,350 Million in FY'24
Ø Closing gross AUM and Off Book AUM for FY'24 is expected
to be Rs. 76,000 Million and INR 15,000 Million respectively.
In March 2022, the Reserve Bank of India came up with a new
regulatory framework for microfinance loans. This newframework provides a common definition of microfinance for all
the regulated entities - Banks as well as NBFCs directed thatmicrofinance lenders cannot charge usurious rate of interest
from borrowers. It also relaxes the pricing guidelines and otherrestrictions which were imposed on the microfinance institutions
under the erstwhile regulations. This is a recognition of maturityof the microfinance sector and expected to give a level playing
field to all the lenders. For SATYA, this offers flexibility to offer awide variety of products and enable reaching out to hitherto
unreached segments. Further, the Company is expecting in
productivity and profits in measurable terms as follows:Ø Total Income is expected to up by 95.50% i.e Rs. 14,390
million in FY 24 as against Rs. 7360.46 million in FY 23.
Ø PBT is expected to up by 304.67% crore i.e. Rs. 2889.8 million
in FY 24 as against Rs. 714.11 million in Fy23.
Ø PAT is expected to up by 307.68% i.e. Rs. 2162.5million in FY
24 as against Rs. 530.44 million in FY23.

Your Directors recommend the passing of the Special Resolution(s) proposed at Item No. 6 of this Notice.
Dr. Ratnesh Tiwari, Non-Executive and Non-Independent Director of the Company, who is a Brother of Mr. Vivek Tiwari may be deemed to beconcerned or interested, financial or otherwise, in this Resolution. Except Mr. Vivek Tiwari, Dr. Ratnesh Tiwari and their relative(s) none of theother Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, financial or otherwise, in the
Resolution.

Item No. 7
As per the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company on May 23, 2023 & May
24, 2023, respectively, have approved the payment of remuneration to Independent Directors of the Company by a way of fixed commission inaccordance with the provisions of Section 197, 198 read with Schedule V of the Companies Act, 2013 and all other applicable provision of theCompanies Act, 2013, for the financial year 2022-23. The Ministry of Corporate Affairs has on March 18, 2021 notified the amendments to
Sections 149(9) and 197(3) of the Act by the Companies (Amendment) Act, 2020 to enable Companies faced with no profits or inadequate
profits to pay certain fixed remuneration to their Non-Executive Directors ('NEDs') and Independent Directors ('IDs'), in accordance with theprovisions of Schedule V to the Act.
To give effect to the amendments made to Sections 149(9) and 197(3), a concurrent amendment was also made to Schedule V to the Act
through Notification No. S.O. 1256(E), issued by the Ministry of Corporate Affairs on March 18, 2021. This notification has prescribed the limitsof the remuneration payable to NEDs and IDs, in the event of no profits or inadequate profits. Under Item (A) of Section II of Part II of Schedule V
to the Act, in the event of no profits or inadequate profits NEDs and IDs can receive remuneration in accordance with the limits prescribed
therein, which are based on the 'effective capital' of the Company. In case the Company proposes to make payment of remuneration in excessof the limit prescribed under the schedule V of the Companies Act, the approval shareholders vide special resolution is required.
Your Company basis the current Committee membership and composition of Board, proposes to make payment of remuneration to
Independent Directors, as mentioned herein below:(Amount in Million)

Sr. No.
1.
2.
3.
4.

Independent Directors on Board

Annual Remuneration/Compensation FY 2022-23

Dr. Deepali Pant Joshi
Mr. Mohan Chandanathil Pappachan
Mr. Naveen Surya
Ms. Surekha Marandi

1 (One)1 (One)1 (One)1 (One)224

Annual Repo

2023

2022-23The Independent Directors are expected to perform their duties, whether statutory, fiduciary or common law, faithfully, efficiently anddiligently to a standard commensurate with both the functions of his/ her role and knowledge, skills and experience. Further, Independent
Directors will have to perform all the usual duties as an Independent Director under Company law, SEBI (Listing Obligation & Disclosures
Requirements), Regulation, 2015 and RBI Master Directions/Regulation/Circular including attendance at board meetings, the annual general
meeting, meetings of independent directors, meetings with other stakeholders and other Board events such as site visits, together with such
additional duties as may be agreed with the Board, and which may relate to the business of the Company. The Independent Directors will be
required to serve on such committees as the Board may request.
The Independent Directors of the Company are highly experienced professionals having specialized knowledge and skills to guide theCompany. Hence, their vast experience and knowledge are best suitable for the Company. The Company is NBFC-MFI and an NBFC-Middle as
per RBI's Scale-Based Regulation and High-Value Debt Listed Company in terms of SEBI (Listing Obligation and Disclosure Requirements)
Regulation, 2015. The roles, obligations and responsibilities of Non-Executive-Independent Directors are huge not only in terms of letter but
also in the spirit of law. Further, the increased roles and responsibility is also enhancing in fast-changing regulatory environment withincreasing expectations of Regulators and other stakeholders from the Non-Executive Director.
Pursuant to Section 197 read with Schedule V of the Companies Act 2013, in case of inadequacy of profit and since theremuneration/commission payable to the Independent Directors is exceeding the maximum permissible amount as stipulated in Section 197of the Companies Act, 2013, the proposal is required to be approved by the members through Special Resolution.
Total compensation to be paid to Independent Directors is exclusive of the following:1) Sitting fee to be paid to each Independent Director for every Board and Committee meetings
2) Re-imbursement of expenses w.r.t. attending Board/ Committee meetings - Flight, Transportation, Hotel stays, etc.
Disclosure pursuant to Schedule V of the Companies Act 2013:IV.

General Information

1.

Nature of industry
Date of commencement of commercial production(Micro Finance Business)
In case of new companies, expected date of commencement ofactivities as per project approved by financial institutions
appearing in the prospectus

2.
3.

4.

Financial performance based on given indicators5.

Foreign investments or collaborations, if any.

V.

Information about the appointee

6.

Background details

NBFC-Micro nanceFebruary 02, 2018
NA
Pe ormance for FY 2022-23
Total Income (Rs.)- 7360.46 million
PBT(Rs.)- 714.11million
PAT (Rs.)-530.44million
EPS Basic/Diluted- 10.56/9.60
The Company has not made any foreign investments
or collaborations.
Dr. Deepali Pant Joshi, Independent Director (DIN07139051)
She has Four decades of experience in the formulation ofmacro-economic policies. She joined the Reserve Bank ofIndia (RBI) as a Direct Recruit Grade B o cer in 1981 and retireda er a long and distinguished career as Executive Director.
She has headed various depa ments in RBI including the
Depa ment of Rural Planning and Credit and Financial
Inclusion Depa ment and Customer Service & Financial
Education Depa ment. During my long career with RBI, shealso held some key positions like Banking Ombudsman for theState of Andhra Pradesh, Regional Director at RBI Jaipur, RBI
Banking operations in Rajasthan, Principal Bankers Training
College, Mumbai, etc.
Mr. Mohan Chandanathil Pappachan, Independent Director(DIN- 02661757)
He holds a Post Graduate Degree in Rural Management fromthe Institute of Rural Management, Anand, And a graduate
from GB Pant University of Agriculture and Technology,
pantnagar, U arakhand. He served as Chief General Manager
for NABARD and is renowned for his expe ise in rural nance,
micro nance, and banker training. In addition to his e o screating robust rural nance networks in recently establishedstates like U arakhand and Jharkhand during his thi y years at
NABARD. As the managing director, he made signi cantcontributions to the development of NABFINS. Mr. Mohan
served as the Team Leader of the Suppo Team for the Khan
Commi ee, whose BC/BF model proposals were approved by
RBI/GOI.
Contd...

225

2023

Annual Repo

2022-23

Mr. Naveen Surya, Independent Director, (DIN- 00094514)
Mr. Naveen is a well-known personality in the nation's digitaland retail payment systems as well as ntech. He holds a PG in
Management with a specialization in nance. He now serves as
the Chairman of the Fintech Convergence Council (FCC),
which is the pa of IAMAI/PCI Industry Association. He also
served as the Chairman Emeritus of the Payments Council of
India (PCI) for more than ten years. In addition to holding
graduate degrees in both law and commerce, he is an
Associate Member of the Company Secretaries Institute(ACS), Member of the Innovation Council of the National
Payments Corporation of India (NPCI). He is also Advisor to
Mitsui & Co. Ltd, Tokyo, Japan.
Ms. Surekha Marandi, Independent Director (DIN06952573)
Mrs. Surekha has more than three decades of experience in the
sectoral BFSI domain. She is an exemplary nancial inclusion
expe with extensive expe ise in nancial inclusion anddevelopment, customer education and protection, regulation,
supervision, and compliance, as well as excellent knowledge inaspects of the economy, micro nance, rural planning, credit,
and communications. She holds a master's degree from
Jadavpur University and has received an adept ce i cate in
COBOL programming from CMC, advanced managementfrom AIM, Manila, and advanced management in nancial
management services from Cambridge University, UK.

7.

Past remuneration

Non-Executive Independent Directors were earlier paid only
si ing fees for a ending the Board and Commi ee meetingsof the Board of Directors

8.

Recognition or awards

Dr. Deepali Pant Joshi, Independent Director
She has been Awarded the Skoch Challenger award forcontribution to Financial Inclusion in March, the Chancellors
medal at the University of Allahabad for academic pro ciency
and the Amarnath Jha Gold Medal. University of Allahabad
Mr. Mohan Chandanathil Pappachan, Independent Director
He is recognized for his contributions to building up NABFINS
as its Managing Director. Mr. Mohan was involved as the Leaderof the support Team for the Khan Committee whose
recommendations for BC/BF model was accepted by
RBI/GOI.
Mr. Naveen Surya, Independent Director
Extensive experience of 20+ years across Management
Consulting, Digital Payments, Fintech and other financial
services domain.
Ms. Surekha Marandi, Independent Director
During her tenure in Reserve Bank of India, she had played an
active role in computerisation of banking and issue accountsof RBI Kolkata office and Reverse merger of IDBI with IDBI bankand setting up of SASF. She was instrumental in setting up of
Customer Service Department and Financial Inclusion Fund.
She had Implemented RBI subvention on identifying andopening of 45 branches in the seven states of North East and
Implementation subvention for VSAT facilities in all branches inNorth East to enable free RTGS and NEFT transactions asenvisaged by Thorat Committee Report. She played a key rolein drafting National Strategy of Financial Inclusion and setting
up National Centre for Financial Education involving all four
regulators RBI, SEBI, IRDA and PFRDA approved by the FSDC
and revising RBI ombudsman scheme to include NBFC ND-SI
and Digital payment providers.

Contd...

226

2023

9.

Job profile and his suitability

Annual Repo

2022-23The Independent Director are expected to devote such time asis necessary for the proper performance of their duties and as
an Independent Director and will be involved in a number ofboard and committee meetings each year.
The Independent Directors are expected to perform theirduties, whether statutory, fiduciary or common law, faithfully,
efficiently and diligently to a standard commensurate withboth the functions of his/ her role and knowledge, skills andexperience. The Independent Directors will have to perform all
the usual duties as an independent director under Company
law, including attendance at board meetings, the annual
general meeting, meetings of independent directors,
meetings with investors and shareholders and other Board
events such as site visits, together with such additional duties
as may be agreed with the Board, and which may relate to thebusiness of the Company or any other member of the Group.
Independent Directors will be required to serve on suchcommittees as the Board may request.
Independent Directors of the Company are highly
experienced professionals having specialized knowledge andskills to guide the Company. Hence, there vast experience andknowledge are best suitable for the Company.

10. Remuneration proposed

It is proposed to pay annual remuneration as mentioned intable below, for the financial year 2022-23 :(Amount in Million)
Annual Remuneration/
Independent
Directors
Sr. No.
Compensation
on Board
Dr. Deepali Pant Joshi
1 (One)1.
Mr. Mohan Chandanathil
2.
1 (One)Pappachan
Mr. Naveen Surya3.
1 (One)Ms. Surekha Marandi
4.
1 (One)11.

Comparative remuneration pro le with respect to industry,
size of the company, pro le of the position and person (in caseof expatriates the relevant details would be with respect to thecountry of his origin)

The Company is a highly regulated entity, regulated by multiple
re g u l a t o rs /a u t h o r i t i e s i . e . M i n i s t r y o f Co r p o ra t e
Affairs(“MCA”), Securities Exchange Board of India(“SEBI”)
and Reserve Bank of India(“RBI”) . The Company has doneinternal benchmarking study of various annual reports/returnsof the Listed NBFCs on the remuneration of Non-Executive
Independent Directors. Basis these studies the proposed
remuneration is close to the median remuneration paid bysimilar Companies and is justifiable considering the size andscale of the Company. Also the Non-Executive-Independent
Directors of the Company are highly experienced professionals
having specialized knowledge and skills to guide the Company
on latest technological developments in Financial Sectors,
market trends, consumer behaviour, consumption pattern andother relevant indicators for business enhancement andproduct mix. Hence, the remuneration proposed to them isjustified and commensurate with other organizations of thesimilar type, size and nature in the industry.

12.

Pecuniary relationship directly or indirectly with the company,or relationship with the managerial personnel or other director,
if any.

There is no pecuniary relationship of any Non-Executive
Independent Directors with Company or with any managerial
personnel other than remuneration proposed to be paid to the
Independent Directors, as mentioned in the aforesaid
resolution.

VI.

Other Information

13.

Reasons of loss or inadequate pro ts

14. Steps taken or proposed to be taken for improvement

The Company is in the growing stage and due to the pandemic,
there were reduced economic activities, our customers werelargely not able to generate sufficient income to meet theirlivelihood needs and repayment of loans was impacted during
this period. Under the leadership of Mr. Vivek Tiwari, theCompany has grown exceptionally in last financial year but the
profit is not sufficient to augment the proposed remuneration
as stipulated above. Aside, the cost of fund raise in challenging
times is slightly higher which may go down in upcoming years
on account of Company's rating and business improvements.
Ø Company to open 150 new branches in FY'24.
Ø Branches to be gradually opened post August 2023
Ø Equity infusion of Rs. 3000 Million assumed in FY'24 and Rs.
4000 Million in FY'25
Ø Company plans to disburse Rs. 67,350 Million in FY'24
Ø Closing gross AUM and Off Book AUM for FY'24 is expected
to be Rs. 76,000 Million and INR 15,000 Million respectively.
Contd...

227

Annual Repo

2023

15.

Expected increase in productivity and pro ts in measurable
terms

2022-23In March 2022, the Reserve Bank of India came up with a new
regulatory framework for microfinance loans. This newframework provides a common definition of microfinance forall the regulated entities - Banks as well as NBFCs directed thatmicrofinance lenders cannot charge usurious rate of interest
from borrowers. It also relaxes the pricing guidelines and otherrestrictions which were imposed on the microfinanceinstitutions under the erstwhile regulations. This is arecognition of maturity of the microfinance sector andexpected to give a level playing field to all the lenders. For
SATYA, this offers flexibility to offer a wide variety of products
and enable reaching out to hitherto unreached segments.
Further, the Company is expecting in productivity and profits
in measurable terms as follows :Ø Total Income is expected to up by 95.50% i.e Rs. 14,390
million in FY 24 as against Rs. 7360.46 million in FY 23.
Ø PBT is expected to up by 304.67% crore i.e. Rs. 2889.8
million in FY 24 as against Rs. 714.11 million in Fy23.
Ø PAT is expected to up by 307.68% i.e. Rs. 2162.5million in FY
24 as against Rs. 530.44 million in FY23.

Your Directors recommend the passing of the Special Resolution(s) proposed at Item No. 7 of this Notice.
None of the Directors, Key Managerial Personnel and their relatives of the Company are, in any way, concerned or interested in the said
resolution, except the Independent Directors or any associate thereof, if any.

Item No. 8
Securities and Exchange Board of India vide Securities and Exchange Board of (Issue and Listing of Non-Convertible Securities) (Amendment)
Regulations, 2023 dated February 02, 2023, mandates the issuer whose debt securities are listed to ensure that its Articles of Association
require its Board of Directors to appoint the person nominated by the debenture trustee(s) in terms of clause (e) of sub-regulation (1) ofregulation 15 of the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993 as a director on its Board of Directors.
Since the Company has listed debt securities, therefore, in view of the above-mentioned amendment, the Company has altered its Articles of
Association of the Company by insertion of Article 17C.
The proposed draft Articles of Association after the above-mentioned changes is available for inspection of the shareholders.
Your Directors recommend the passing of the Special Resolution(s) proposed at Item No. 8 of this Notice.
No Director, Key Managerial Personnel of the Company or their respective relatives are in anyway concerned or interested in the resolution.
By Order of the Board of Directors
For SATYA MICROCAPITAL LIMITED
sd/Place: Gurugram
Dated: May 24, 2023

Choudhary Runveer Krishanan(Company Secretary & Chief Compliance Officer)
M. No- FCS 7437

228

Annual Repo

2023

2022-23(ANNEXURE-A)
Details of Director Seeking Appointment/Re-Appointment at the Annual General Meeting of the Company, Pursuant to the Standard 1.2.5
of Secretarial Standard – 2 On General Meetings issued by The Institute of the Company Secretaries of India.
Name of the Director

Dr. Ratnesh Tiwari

Directors Identification Number (DIN)

07131331

Date of Birth07.04.1987

Date of first appointment on the Board
Qualification

October 26, 2017
He holds an engineering postgraduate and has a doctoral degree (Ph.D.) from Indian
Institute of Technology (IIT) Delhi.

Experience & Expertise in specificfunctional areas

He is an engineering postgraduate and has a doctoral degree (Ph.D.) from Indian Institute ofTechnology (IIT) Delhi with my research targeted towards biomass-based renewable energy.
He has over Eight years of experience working on different sustainable development programs
sponsored by different National and International agencies like Ministry of New & Renewable
Energy, Ministry of Human Resource Development, The Energy & Resource Institute, Container
Corporation of India Ltd, GIZ Germany, World Bank and United Nation Foundation, USA. He is
the Chief Executive Officer at Koshish Sustainable Solutions Pvt Ltd. Koshish focuses on
promoting sustainable energy solutions, sustainable agriculture practices and sustainableeco-friendly products leading to sustainable economic growth with environmental
upgradation leading to irreversible human development. He is passionate about socioeconomic development of villages. He has an excellent interpersonal and leadership skills.

Terms and conditions for appointment/
re-appointment

As per the Company`s Policy on the appointment of Board Members

Remuneration sought to be paid

Sitting fee

Remuneration last drawn

NA

Shareholding in the company as on
March 31, 2023
Relationship with other directors and
KMPs of the Company
Number of Board meetings attended
during the year
List of Companies in which outside
directorships in Indian Companies
held as on March 31, 2023

Chairman/member in Committees of
the Board of Directors of other IndianCompanies as on March 31, 2023

Nil
Mr. Vivek Tiwari, Managing Director, CEO & CIO of the Company is Brother of Dr. Ratnesh Tiwari
10
1. Koshish Sustainable Solutions Private Limited
2. Koshish Marketing Solutions Private Limited
3. SATYA Shakti Foundation (Limited by Guarantee)
4. Medicall Services Private Limited
5. HDMR Healthcare Private Limited
6. Credentia Finclusion Private Limited
7. LD Educare Private Limited
8. SATYA Micro Housing Finance Private Limited
SATYA Micro Housing Finance Private Limited
1. Nomination & Remuneration Committee - Member
2. Asset & Liability Management Committee - Member
3. IT Strategy Committee - Member
4. Risk Management Committee - Member
5. Working Committee - Member229

Annual Repo

2023

2022-23

ATTENDANCE SLIP
Folio No.*:

No. of Shares:

DP ID:

Client ID:

Members or their Proxies are requested to present this Slip in accordance with the Specimen Signatures registered with theCompany, at the entrance of the Meeting Hall, for admission.
Name of the attending Member / Proxy(s): _________________________(in BLOCK LETTERS)
I hereby record my presence at the 28th Annual General Meeting of the Company held on Monday, July 03, 2023 at 06:00 P.M. at
the registered office of the Company at 519, 5th Floor, DLF Prime Towers, Okhla Industrial Area, Phase-1, New Delhi-110020.
____________________________________ Member's Signature ; ____________________________________ Proxy's Signature*Applicable for Members holding shares in Physical form.

230

Annual Repo

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2022-23

Form No. MGT-11
Proxy Form
[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies(Management and Administration) Rules, 2014]
Name of the Company : SATYA MICROCAPITAL LIMITED
Registered Office : 519,5th Floor, DLF Prime Towers, Okhla Industrial Area, Phase-1, New Delhi-110020
Name of the Member(s)Registered Address
E-mail Id
Folio No /Client ID
DP ID
I/We, being the member(s) of shares of the above named Company, hereby appoint:
S. No

Name

Address

Email idSignature

as my/ our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 28th Annual General Meeting of the Company held on
Monday, July 03, 2023 at 06:00 P.M. at the registered office of the Company at office 519,5th Floor, DLF Prime Towers, Okhla Industrial Area,
Phase-1, New Delhi-110020 and at any adjournment thereof in respect of such resolutions as are indicated below:
Resolution No.:1.
2.
3.
4.
5.
6.
7.
8.

Adoption of Annual Audited (Standalone & Consolidated) Financial Statements and Reports thereon
Appointment of Director in place of those retiring by rotation
Enhancement in the Limit of Borrowings
To provide the Security for securing the Borrowings
Issuance of Non-Convertible Debentures on Private Placement Basis
Approval of Remuneration of Managing Director
To consider and approve payment of remuneration to Independent Directors
Approval for Alteration of Articles of Association of The Company

Signed this _________day of 2023

Signature of Shareholder

Affix Revenue
Stamp
Signature of Proxy holder(s)Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, notless than 48 hours before the commencement of the Meeting.

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Annual Repo

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2022-23

ROUTE MAP
Date of AGM : July 03, 2023
Time : 06:00 PM
Venue : 519, 5th Floor, DLF Prime Towers, Okhla Industrial Area, Phase-1, Delhi-110020, India

232

Contact Us
519, 5th Floor, DLF Prime Towers,
Okhla Industrial Area, Phase-1,
New Delhi-110020, India+91 11 4972 4000 | 1800-102-5644
info@satyamicrocapital.com
www.satyamicrocapital.com@SatyaMicro@SatyaMicroCapital@SATYAMicroCapital@SATYAMicroCapitalLimited

2023