Five Star Business LTD Annual Report Mar 24

Date: August 22, 2024
The National Stock Exchange of India Limited, BSE Limited

Exchange Plaza, Bandra-Kurla Complex, Listing department, First floor, PJ Towers,
Bandra (E), Mumbai – 400051. Dalal Street, Fort Mumbai - 400 001
Symbol: FIVESTAR Scrip code: 543663
Dear Sir/ Madam,
Sub: Intimation under Regulation 34 (1) of SEBI (LODR) 2015 - Annual Report for the financial year
2023-24 and Notice of the 40th Annual General Meeting (AGM)
Pursuant to Regulation 34(1) of Securities Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, we are enclosing herewith the Annual Report of the Company for the
financial year 2023-24 along with the Notice convening the 40th Annual General Meeting of the Company,
which have been sent today through electronic mode to the shareholders whose email IDs have been
registered with the Company / Depository Participant/s (DPs) for communication purposes.
The Annual report along with Notice of the AGM is also available on the website of the Company
www.fivestargroup.in
We request you to kindly take the above information on record.
Thanking you,
Yours faithfully,
For Five-Star Business Finance Limited
SHALINI Digitally
by SHALINI
signed
BASKAR Date:
BASKARAN
AN 2024.08.22
19:21:03 +05'30'
Shalini Baskaran
Company Secretary & Compliance Officer
FIVE-STAR BUSINESS FINANCE LIMITED
Regd. Office: New No.27, Old No.4, Taylor’s Road, Kilpauk,
Chennai – 600010; Phone: 044 4610 6200
CIN: L65991TN1984PLC010844
Website: www.fivestargroup.in Email ID: secretary@fivestargroup.in
NOTICE TO MEMBERS – ANNUAL GENERAL MEETING
NOTICE is hereby given that the 40th Annual General Meeting (“AGM”) of the Members of Five-Star Business
Finance Limited (the “Company”) will be held on Friday, September 13, 2024, at 11:00 am IST through Video
Conferencing (VC) Other Audio-Visual Means (OAVM), to transact the following businesses:
ORDINARY BUSINESS
1. To receive, consider and adopt the audited financial statements of the Company for the financial year ended
March 31, 2024, together with the reports of the Directors’ and Auditor’s thereon.
To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary
Resolution:
“RESOLVED THAT the audited financial statements of the Company for the financial year ended March 31, 2024 together
with the reports of the Directors and the Auditors thereon as circulated, be and are hereby received, considered and adopted.”
2. To appoint a director in place of Mr Thirulokchand Vasan (holding DIN: 07679930) who retires by rotation and
being eligible, has offered himself for re-appointment.
Resolution:
“RESOLVED THAT Mr Thirulokchand Vasan (holding DIN: 07679930), who retires by rotation and being eligible for
re-appointment, be re-appointed as a Director of the Company.”
3. Appointment of Statutory Auditors
Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 139, 141, 142 and other applicable provisions, if any, of the
Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s)
thereto or re-enactment for the time being in force), appointment procedure and eligibility criteria as prescribed under the
RBI Guidelines (Ref.No.DoS.CO.ARG/SEC.01/08.91.001/ 2021-22) dated April 27, 2021 (including any statutory
modification(s) thereto and re-enactment thereof for the time being in force, based on the recommendations of the Audit
Committee and the Board of Directors, M/s Deloitte Haskins & Sells, Chennai, Chartered Accountants (FRN: 008072S),
be and are hereby appointed as the Statutory Auditors of the Company for a period of 3 consecutive financial years namely,
2024-25, 2025-26 and 2026-27 to hold office from the date of passing of this resolution until the conclusion of the 43 rd
Annual General Meeting, subject to their satisfaction of the eligibility criteria every year.
RESOLVED FURTHER THAT the Board of Directors of the Company (including the Audit Committee) be and is hereby
authorized to fix the remuneration payable to the Statutory Auditors of the Company, from time to time including the
actual travelling and out of pocket expenses incurred in connection with the Audit, in addition to taxes as applicable, during
the appointed period.
RESOLVED FURTHER THAT any of the Directors and/or the Company Secretary of the Company, be and are hereby
severally authorised to do all such acts, deeds, matters and things as may be necessary and expedient to give effect to this
resolution.”
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SPECIAL BUSINESS
4. Approval of remuneration of Mr Lakshmipathy Deenadayalan (holding DIN: 01723269), Chairman &

Managing Director
To consider and if thought fit, to pass with or without modification(s), the following resolution as Special
Resolution:
“RESOLVED THAT pursuant to the approval of the Nomination & Remuneration Committee and the Board of Directors
and subject to the provisions of Sections 196, 197, 198 and the provisions of Schedule V to the Companies Act, 2013, (“the
Act”) read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and other
applicable provisions, if any (including any statutory modification(s) or re-enactment(s) thereof for the time being in force),
and pursuant to the Articles of Association of the Company, consent be and is hereby given to revise the terms of
remuneration of Mr Lakshmipathy Deenadayalan, (holding DIN: 01723269) Chairman & Managing Director (CMD)
with effect from April 01, 2024 till the end of his tenure, as set out in the explanatory statement under Section 102 of the
Act annexed hereto, which shall be deemed to form part hereof.
RESOLVED FURTHER THAT the Board of Directors (which includes the Nomination & Remuneration committee
thereof) be and is hereby authorised to alter, vary and revise the terms and conditions of appointment and/ or remuneration
specified above from time to time to the extent the Board of Directors may deem appropriate, provided that any such
variation is within the overall limits approved herein.
RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board of Directors be and is hereby
authorized to do all such acts, deeds, matters and things as may be deemed necessary and settle any/or all questions/ matters
arising with respect to the above matter, and to execute all such deeds, documents, agreements and writings as may be
necessary for the purpose of giving effect to this Resolution, take such further steps in this regard, as may be considered
desirable or expedient by the Board in the best interest of the Company.
RESOLVED FURTHER THAT any of the Directors and/or the Company Secretary of the Company are authorised to
certify the true copy of the aforesaid resolutions and the same may be forwarded to any concerned authorities for necessary
action.”
5. Appointment of Mr Rangarajan Krishnan (holding DIN: 07289972) as Joint Managing Director of the
Company and fixing remuneration
Resolution:
“RESOLVED THAT pursuant to the Reserve Bank of India’s (“RBI”) approval dated August 6, 2024 and
recommendations of the Board of Directors and Nomination & Remuneration Committee and subject to provisions of 196,
197, 203 and Schedule V of the Companies Act, 2013, (“the Act”) read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, (“the Regulations”) and other applicable provisions, if any (including any
statutory modification(s) or re-enactment(s) thereof for the time being in force), and pursuant to the Articles of Association
of the Company, Mr Rangarajan Krishnan (holding DIN: 07289972), who was appointed as Additional Director – Joint
Managing Director by the Board at its meeting held on August 17, 2024 be and is hereby appointed as Joint Managing
Director of the Company for a period of 5 (Five) consecutive years with effect from August 17, 2024.
RESOLVED FURTHER THAT Mr Rangarajan Krishnan (holding DIN: 07289972) be and is hereby re-designated as
Joint Managing Director & CEO of the Company w.e.f August 17, 2024.
RESOLVED FURTHER THAT pursuant to the approval of the Nomination & Remuneration Committee and the Board
of Directors and subject to the provisions of Section 197, 198 and the provisions of Schedule V to the Companies Act, 2013,
(“the Act”) read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and other
applicable provisions, if any (including any statutory modification(s) or re-enactment(s) thereof for the time being in force),
and pursuant to the Articles of Association of the Company, members hereby approve the terms of remuneration of Mr
Rangarajan Krishnan, (holding DIN: 07289972) Joint Managing Director & CEO with effect from August 17, 2024 till
end of his tenure, as set out in the explanatory statement under Section 102 of the Act annexed hereto, which shall be
deemed to form part hereof.
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action.”
6. Appointment of Mr Srikanth Gopalakrishnan (holding DIN: 10636810) as Joint Managing Director of the
Resolution:
“RESOLVED THAT pursuant to the Reserve Bank of India’s (“RBI”) approval dated August 6, 2024 and
recommendations of the Board of Directors and Nomination & Remuneration Committee and subject to provisions of 196,
197, 203 and Schedule V of the Companies Act, 2013, (“the Act”) read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, (“the Regulations”) and other applicable provisions, if any (including any
statutory modification(s) or re-enactment(s) thereof for the time being in force), and pursuant to the Articles of Association
of the Company, Mr Srikanth Gopalakrishnan (holding DIN: 10636810), who was appointed as Additional Director – Joint
Managing Director by the Board at its meeting held on August 17, 2024 be and is hereby appointed as Joint Managing
Director of the Company for a period of 5 (Five) consecutive years with effect from August 17, 2024.
RESOLVED FURTHER THAT Mr Srikanth Gopalakrishnan (holding DIN: 10636810) be and is hereby re-designated
as Joint Managing Director & CFO of the Company w.e.f August 17, 2024.
RESOLVED THAT pursuant to the approval of the Nomination & Remuneration Committee and the Board of Directors
and subject to provisions of Section 197, 198 and the provisions of Schedule V to the Companies Act, 2013, (“the Act”)
read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and other applicable
provisions, if any (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and
pursuant to the Articles of Association of the Company, members hereby approve the terms of remuneration of Mr Srikanth
Gopalakrishnan (holding DIN: 10636810) Joint Managing Director & CFO with effect from August 17, 2024 till end of
his tenure, as set out in the explanatory statement under Section 102 of the Act annexed hereto, which shall be deemed to
form part hereof.
RESOLVED FURTHER THAT any of the Directors and/or the Company Secretary of the Company is authorised to
action.”
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7. Fixing of borrowing limits for the Company
Resolution:
“RESOLVED THAT pursuant to the provisions of section 180(1)(c) of the Companies Act, 2013 and other applicable
provisions if any, or any other law for the time being in force (including any statutory modification(s) or amendment(s)
thereto or re-enactment(s) thereof for the time being in force) and in terms of Articles of Association of the Company, the
Company hereby accords its consent to the Board of Directors (hereinafter referred to as “the Board” which term shall be
deemed to include the Business & Resource Committee or any such committee which the Board may constitute / authorize
for this purpose) of the Company to borrow such sum or sums of moneys and for availing all kinds and types of loans,
advances and credit / financing / debt facilities including issuance of all kinds of debentures / bonds and other debt
instruments (apart from temporary loans from the Company’s Bankers), from time to time, including the sums already
borrowed by the Company, up to a sum of INR 10,000 Crores (Indian Rupees Ten Thousand Crores only) outstanding at
any point of time on account of principal, for and on behalf of the Company or the aggregate of the paid up capital and, free
reserves of the Company and securities premium, whichever is higher at any time, from its bankers, other banks, non-
banking financial companies (NBFCs), financial institutions, companies, firms, bodies corporate, cooperative banks,
investment institutions and their subsidiaries, mutual funds, trusts, or from any other person as may be permitted under
applicable laws, whether unsecured or secured.
RESOLVED FURTHER THAT the Board of Directors of the Company (which term shall be deemed to include the
Business & Resource Committee and any such Committee which the Board may constitute/authorize for this purpose) be
and is hereby authorized and empowered to arrange, negotiate or settle the terms and conditions on which all such loans,
advances, financing and credit facilities including debentures and other debt instruments are to be borrowed / availed /
issued from time to time, as to interest, repayment, security or otherwise howsoever as it may think fit and to take all such
steps as may be necessary to give effect to this resolution.”
8. Creation of Charges on the assets of the Company
Resolution:
“RESOLVED THAT pursuant to the provisions of section 180(1)(a) of the Companies Act, 2013 and all other applicable
provisions if any, or any other law for the time being in force (including any statutory modification or amendment(s)
thereto or re-enactment(s) thereof for the time being in force) and in terms of Articles of Association of the Company,
consent be and is hereby accorded to the Board of Directors of the Company (which term shall be deemed to include the
Business & Resource Committee and any such Committee which the Board may constitute / authorize for this purpose) for
creation of charge, mortgage, hypothecation over all or any of the properties and assets of the Company both present and
future and the whole or substantially the whole of the undertaking or the undertakings of the Company on such terms and
conditions, as may be agreed to between the Board and Lender(s), debenture holders and providers of credit and debt
facilities, to secure the loans / borrowings / credit / financing / debt facilities obtained or as may be obtained by the Company
or any other person, or debentures/bonds and other debt instruments issued or to be issued by the Company or any other
person to or in favour of the financial institutions, NBFCs, co-operative banks, investment institutions and their
subsidiaries, its bankers and other banks, mutual funds, trusts and bodies corporate or trustees for the holders of
debentures/bonds and/or other instruments, or any other person and all interests thereon at the agreed rates, further
interest, liquidated damages, premium on pre-payment or on redemption, costs, charges, expenses and all other monies
payable by the company to the trustees under the trust deed and to the lending agencies under their respective
agreements/loan agreements/debenture trust deeds entered/to be entered into by the Company or any other person in respect
of the said borrowing of the Company or any other person, as the case may be and provided that the amount of said
borrowing of the Company or any other person, as the case may be shall not at any point in time exceed a sum of INR
10,000 Crores (Indian Rupees Ten Thousand Crores only).
RESOLVED FURTHER THAT the Board of Directors of the Company (which term shall be deemed to include the
Business & Resource Committee and any such Committee which the Board may constitute/authorize for this purpose) be
and is hereby authorized and empowered to arrange, negotiate or settle the terms and conditions on which all such
mortgaging / charging / hypothecating / assigning all or any of the immovable and movable properties and assets of the
Company, both present and future, and the whole or substantially the whole of the undertaking or the undertakings of the
Company, from time to time, howsoever as it may think fit and to take all such steps as may be necessary to give effect to
this resolution.”
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9. Offer / invitation to subscribe to Non-Convertible Debentures (NCDs) on private placement basis
Resolution:
“RESOLVED THAT pursuant to the provisions of sections 42 and all other applicable provisions of the Companies Act,
2013 read with the Companies (Prospectus and Allotment of Securities) Rules, 2014, Companies (Share Capital and
Debentures) Rules, 2014 and other applicable rules under the Companies Act, 2013 (including any statutory
modification(s) or re-enactment thereof, for the time being in force) and the provisions of the Master Direction - Non-
Banking Financial Company - Systemically Important Non-Deposit taking Company and Deposit taking Company
(Reserve Bank) Directions, 2016 (as amended from time to time), the Securities and Exchange Board of India (Issue and
Listing of Debt Securities) Regulations, 2021 (as amended from time to time), and in accordance with the memorandum of
association and articles of association of the Company, and listing agreements to be entered into with BSE Limited and / or
National Stock Exchange of India Limited (“Stock Exchanges”), where the non-convertible debentures of the Company are
proposed to be issued and listed, and subject to approvals, consents, sanctions, permissions as may be necessary from the
Securities and Exchange Board of India (SEBI), Stock Exchanges, all other appropriate statutory and regulatory authorities,
approval of the members be and is hereby accorded to authorize the Board of Directors of the Company (which term shall be
deemed to include the Business & Resource Committee and any such Committee which the Board may constitute/authorize
for this purpose) to issue, offer or invite subscriptions for all kinds and types of NCDs, in one or more series / tranches,
aggregating up to INR 2,500,00,00,000 (Indian Rupees Two Thousand and Five Hundred Crores only), on private
placement basis, on such terms and conditions as the Board of Directors of the Company may, from time to time, determine
and consider proper and most beneficial to the Company including as to when the said NCDs are to be issued, the
consideration for the issue, utilization of the issue proceeds and all matters connected therewith or incidental thereto.
RESOLVED FURTHER THAT for the purpose of giving effect to any offer, issuance, or allotment of NCDs, the Board
(which term shall be deemed to include the Business & Resource Committee and any such Committee which the Board may
constitute/authorize for this purpose) be and is hereby authorized on behalf of the Company to take all such actions and do
all such deeds, matters, and things as it may, in its absolute discretion, deem necessary, desirable or expedient and to settle
any question, difficulties or doubts that may arise in this regard including but not limited to the offering and allotment of
NCDs as it may in its absolute discretion deem fit and proper.
RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers herein conferred
by this resolution to the Business & Resource Committee or any Committee of Directors or any Director or Directors or to
any officer or officers of the Company to give effect to this resolution.
action.”
10. Issue of Share warrants on Preferential basis
Resolution:
“RESOLVED THAT subject to compliance with the provisions of section 42, 62(1)(c) read with relevant rules made
thereunder (as amended from time to time) and other applicable provisions, if any of the Companies Act 2013, SEBI (Issue
of Capital and Disclosure Requirements), Regulations, 2018, SEBI (Listing Obligations and Disclosure Requirements),
2015, including circulars, notifications, orders issued by regulatory authorities (including stock exchanges), memorandum
and articles of association and subject to approval of regulatory authorities (including stock exchanges), if any required for
the issuance of share warrants, including any conditions attached to such consents or approvals, consents, waivers as may
be required from any third parties and stakeholders of the Company, consent of the members be and is hereby accorded to
create, offer, issue, and allot 4,10,000 (Four Lakhs and Ten Thousand Only) share warrant of INR 1.00 each at a premium
of INR 769.00 aggregating up to INR 31,57,00,000.00 to the following persons and in the proportions, as given in the table
below, ((hereinafter referred to as “Proposed Allottees”), convertible into 4,10,000 equity shares of INR 1.00 each, which
may be exercised in one or more tranches during the period commencing from the date of allotment of the warrants until
expiry of 18 (Eighteen) months, by way of preferential issue in accordance with the terms of the warrants as set out in the
explanatory statement and on such other terms and conditions as the board may determine and subject to applicable laws
and regulations.
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Name of the Proposed Allottee No of warrants
Mr Lakshmipathy Deenadayalan Upto 2,60,000
Mr Rangarajan Krishnan Upto 1,00,000
Mr Srikanth Gopalakrishnan Upto 50,000
RESOLVED FURTHER THAT Company has fixed August 14, 2024 as relevant date, on the basis of which minimum
price of the equity shares to be allotted on conversion or exchange of convertible securities shall be calculated.
RESOLVED FURTHER THAT that the equity shares so issued and allotted pursuant to exercise of share warrants shall
rank pari passu with the then existing equity shares of the Company.
RESOLVED FURTHER THAT Company hereby takes note that the share warrant is proposed to be issued to the Proposed
Allottees and the same is hereby taken on record in Form PAS-5.
RESOLVED FURTHER THAT draft private placement offer letter in Form PAS-4/offer document containing such terms
as set out explanatory statement to this notice be and is hereby approved and Company Secretary be and are hereby
authorised to sign and issue the same to Proposed Allottees in connection with the issue.
RESOLVED FURTHER THAT Board of Directors (which term shall deemed to included Business & resource Committee
or such other committee authorised by Board) hereby authorized to, do all such acts, deeds, matters and things as it may in
its absolute discretion deem necessary or desirable to give effect to the above resolutions, including without limitation to
issue and allot Equity Shares upon exercise of the warrants, to issue certificates/ clarifications on the issue and allotment
of Warrants and thereafter allotment of Equity Shares further to exercise of the Warrants, effecting any modifications to
the foregoing (including to determine, vary, modify or alter any of the terms and conditions of the Warrants including
deciding the size and timing of any tranche of the Warrants), entering into contracts, arrangements, agreements,
memoranda, documents to give effect to the resolutions above (including for appointment of agencies, consultants,
intermediaries and advisors for managing issuance of Warrants and listing and trading of Equity Shares issued on exercise
of Warrants), including making applications to NSE and BSE for obtaining of in-principle approval, filing of requisite
documents with the Registrar of Companies, Chennai (“ROC”), National Securities Depository Limited (“NSDL”),
Central Depository Services (India) Limited (“CDSL”) and/ or such other authorities as may be necessary for the purpose,
and to take all such steps as may be necessary for the admission of the Warrants and Equity Shares (to be issued on exercise
of the Warrants) with the depositories, viz. NSDL and CDSL and for the credit of such Warrants / Shares to the respective
dematerialized securities account of the Warrant Holders, and to delegate all or any of the powers conferred on it by this
resolution to any director(s) or officer(s) of the Company and to revoke and substitute such delegation from time to time,
as deemed fit by the Board, to give effect to the above resolutions and also to initiate all necessary actions for and to settle
all questions, difficulties, disputes or doubts whatsoever that may arise, without limitation in connection with the issue
and utilization of proceeds thereof, and take all steps and decisions in this regard, without being required to seek any further
consent or approval of the members of the Company or otherwise to the end and intent that they shall be deemed to have
given their approval thereto expressly by the authority of this resolution.”
By Order of the Board of Directors
Place: Chennai Shalini Baskaran

Date: August 17, 2024 Company Secretary
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Notes:
1. Pursuant to the General Circular No. 09/2023 dated September 25, 2023 issued by the Ministry of Corporate Affairs
(MCA) and Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2023/167 dated October 7, 2023 issued by the Securities and
Exchange Board of India (SEBI) (“the Circulars”) and all other relevant circulars issued from time to time, companies
are allowed to hold Annual General Meeting (AGM) through video conference (VC) or other audio visual means (OAVM)
and physical attendance of the Members to the AGM venue is not required. In compliance with the circulars, the 40th AGM
of the company is being held through VC/OAVM. Hence, the members are requested to attend and participate in the
ensuing AGM through VC/OAVM facility being provided by the company through National Securities Depository
Limited (“NSDL”).
2. Quorum of the AGM shall be in accordance with Section 103 of the Companies Act, 2013.
3. A member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his / her behalf and
the proxy need not be a member of the Company. Since the AGM is being held through VC, the facility to appoint proxy to
attend and cast vote for the members will not be available for this AGM. Hence, proxy form and attendance slip are not
attached to this notice.
4. Corporate / institutional shareholders who are intending to authorise their representatives to attend the AGM are requested
to upload in the e-voting portal, a certified copy of the Board Resolution with attested specimen signature of the duly
authorized signatory(ies) authorizing their representative to attend the AGM or alternatively e-mail the same to the
scrutinizer at secretarial@sandeep-cs.in with a copy marked to secretary@fivestargroup.in and evoting@nsdl.co.in.
5. The Notice is being sent to all the Members/ Beneficiaries electronically, whose names appear on the Register of
Members/Record of Depositories as on August 16, 2024 in accordance with the provisions of the Companies Act, 2013,
read with Rules made thereunder and MCA and SEBI Circulars. All correspondence relating to change of address, e-mail
ID, transfer / transmission of shares, issue of duplicate share certificates, bank mandates and all other matters relating to
the shareholding in the company may be made to KFin Technologies Limited (KFin), the registrar and share transfer agent
(RTA). The members holding shares in dematerialized form may send such communication to their respective depository
participant/s (DPs).
6. The place of the AGM for statutory purposes shall be the registered office of the Company. The AGM is being held in
VC/OAVM; accordingly, the route map of the venue of the meeting is not annexed hereto.
7. A statement pursuant to Section 102(1) of the Companies Act, 2013, relating to the Special Businesses to be transacted at
the AGM is annexed hereto.
8. In terms of the Secretarial Standards 2 on “General Meetings” issued by the Institute of the Company Secretaries of India
and approved and notified by the Central Government and statement as required by paragraph no. 1.2.5 of SS2 – Secretarial
Standards on General Meetings, the necessary disclosures are furnished and forms part of the notice as Annexure A.
9. Information as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing
Regulations) in respect of re-appointment of director is furnished and forms part of the notice as Annexure A.
10. Since shares of the Company are traded on the stock exchanges compulsorily in demat mode, members holding shares in
physical mode are advised to get their shares dematerialized. Effective April 01, 2019, SEBI has disallowed listed companies
from accepting request for transfer of securities which are held in physical form. The shareholders who continue to hold
shares in physical form after this date will not be able to lodge the shares with company / its RTA for further transfer.
Shareholders shall mandatorily convert them to demat form if they wish to effect any transfer.
11. Nomination facility is available to individuals holding shares in the Company. Members can nominate a person in respect
of shares held by him singly or jointly. Members holding shares in physical form and who have not yet registered their
nomination are requested to register the same by submitting Form No. SH-13. If a member desires to opt out or cancel the
earlier nomination and record a fresh nomination, he/ she may submit the same in Form ISR-3 or SH-14 as the case maybe.
The said forms can be downloaded from the website of the Company and RTA. Members holding shares in electronic form
may approach their respective DPs to complete the nomination formalities.
12. SEBI has mandated the submission of the permanent account number (PAN) by every participant in the securities market.
Members holding shares in electronic form, are therefore, requested to submit their PAN to their respective DPs. Members
holding shares in physical form shall submit their details to RTA.
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13. SEBI, vide its circular dated November 03, 2021 (subsequently amended by circulars dated December 14, 2021, March 16,
2023 and November 17, 2023) mandated that the security holders (holding securities in physical form), whose folio(s) are
not updated with the KYC details (any of the details viz., PAN; Choice of Nomination; Contact Details; Mobile Number
and Bank Account Details and signature, if any) shall be eligible to lodge grievance or avail any service request from
the RTA or for any payment including dividend, interest or redemption in respect of such folios, only through electronic
mode with effect from April 01, 2024, only after furnishing PAN, KYC details (as provided above) and Nomination. You
may also refer to SEBI FAQs by accessing the link : https://www.sebi.gov.in/sebi_data/faqfiles/jan-
2024/1704433843359.pdf (FAQ No 38 & 39). Further, SEBI vide its circular no. SEBI/HO/MIRSD/POD-
1/P/CIR/2024/81 dated June 10, 2024, has relaxed the requirements from submission of choice of nomination. However, all
existing investors/ are encouraged, in their own interest, to provide ‘choice of nomination’ for ensuring smooth
transmission of securities held by them as well as to prevent accumulation of unclaimed assets in securities market. In the
above regard, the Company has sent an intimation to shareholders holding shares in physical form to furnish the above
details to RTA. The shareholders are requested to update the above details with RTA.
14. Pursuant to SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on “e-Voting facility
provided by Listed Companies”, e-Voting process has been enabled to all the individual demat account holders, by way of
single login credential, through their demat accounts / websites of Depositories / DPs in order to increase the efficiency of
the voting process. Shareholders are advised to update their mobile number and e-mail ID with their DPs to access e-Voting
facility.
15. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under section 170 of the Act,
and the Register of Contracts or Arrangements in which the directors are interested, maintained under section 189 of the
Act and the Certificate for the ASOP Schemes of the Company as required under the SEBI Listing Regulations will be
available electronically for inspection by the members during the AGM. All documents referred to in the notice will also be
available for electronic inspection by the members up to the date of AGM, i.e. September 13, 2024. Members seeking to
inspect such documents can send an email to secretary@fivestargroup.in.
16. The Company has already transferred all shares (in respect of which dividend has not been paid or claimed for seven
consecutive years or more) along with unpaid or unclaimed dividend declared for the financial year ended March 31, 2015
and earlier periods to the Investor Education and Protection Fund (IEPF). Members who have so far not claimed or collected
their dividends for the said period may claim their dividend and shares from IEPF, by submitting an application in the
prescribed form.
17. In line with the Circulars, the Notice calling the AGM has been uploaded on the website of the Company at
www.fivestargroup.in. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and
National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and the AGM Notice
is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com.
18. In accordance with Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management &
Administration) Rules, 2014 and in compliance with the Circulars, Notice of the AGM along with the Annual Report
2023-24 are being sent only through electronic mode to all those members whose email address are registered with the
RTA/DPs. Members may note that the Notice and Annual Report 2023-24 will also be available on the website of the
Company at www.fivestargroup.in, website of stock exchanges and on the website of NSDL www.evoting.nsdl.com.
Physical / hard copies of the same will be sent, if specifically requested by a member.
19. Mr Thirulokchand Vasan (DIN:07679930), Non-Executive Director is liable to retire by rotation at the AGM pursuant to
Section 152(6) of the Companies Act 2013 and being eligible has offered himself for re-appointment at the 40th AGM.
20. The business set out in the notice will be transacted through remote electronic voting system and the Company
is also providing facility for voting by electronic means during the AGM held through VC. Detailed instructions
and other information are given below.
A. Instructions for Voting through electronic means:
a) Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management
and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure
Requirements) Regulations 2015 (as amended), the Company is providing the facility of remote e-Voting to its Members
to exercise their right to vote on the resolutions set forth in the notice convening the AGM scheduled to be held on
Friday, September 13, 2024 at 11:00 am IST. The Company has availed the services of National Securities Depository
Limited (NSDL) to provide VC facility, remote e-voting and voting in the AGM in a secure manner.
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b) The remote e-voting period commences on Tuesday, September 10, 2024 (9:00 am IST) and ends on Thursday,
September 12, 2024 (5:00 pm IST). During this period, Members holding shares either in physical form or in
dematerialized form as on September 6, 2024 ('Cut-Off date') are entitled to avail the facility to cast their vote through
remote e-voting.
c) The remote e-voting will not be allowed beyond the aforesaid date and time and the e-voting module shall be disabled by
NSDL upon expiry of the aforesaid period. Once the vote on a resolution is cast by the member, he shall not be allowed
to change it subsequently or cast the vote again.
d) Members, who will be present in the AGM through VC / OAVM facility and have not cast their vote on the Resolutions
through remote e-voting through electronic voting system and are otherwise not barred from doing so, shall be eligible
to vote through e-voting system during the AGM.
e) The Board has appointed Mr S Sandeep (FCS 5853 /COP 5987), Managing Partner of M/s S Sandeep and Associates,
Company Secretaries, as Scrutinizer to scrutinize the remote e-voting and e-voting process during the AGM in a fair
and transparent manner in terms of the requirements of the Act and the rules made there under, and he has
communicated his eligibility and willingness to be appointed as Scrutinizer and given his consent for the same and will
be available for the said purpose.
f) The Scrutiniser shall make a consolidated Scrutinizer’s Report of the votes cast in favour or against, if any, forthwith
to the Chairman within a period two working days from the conclusion of the AGM.
g) The results would be declared on or after the date of AGM of the Company by the Chairman or the person authorized
by him. The Results of voting declared along with the Scrutinizer’s Report will be published on the Company’s website
at www.fivestargroup.in and on the website of NSDL at www.evoting.nsdl.com within two working days from the
conclusion of the AGM and the same shall also be simultaneously communicated to BSE Limited and National Stock
Exchange of India Limited.
B. Other Information and instructions relating to AGM:
a) The Members can join the AGM in the VC/OAVM mode 30 minutes before and after the scheduled time of the
commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the
AGM through VC/OAVM will be made available for 1,000 members on first come first served basis. This will not
include large members (i.e., members holding 2% or more shareholding), promoters, institutional investors, Directors,
Auditors, etc. who can attend the AGM without any restriction on account of first-come-first-served basis.
b) The Members who have cast their vote by remote e-voting prior to the AGM may also attend/participate in the AGM
through VC / OAVM but shall not be entitled to cast their vote again. The attendance of the Members attending the
AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies
Act, 2013.
c) The members, whose names appear in the register of members / beneficial owners as on the record date (cut-off date) i.e.,
September 06, 2024, may cast their vote electronically. The voting rights of members shall be in proportion to their
shares of the paid-up equity share capital of the Company as on the cut-off date i.e. September 06, 2024.
d) Any person who acquires shares of the Company and becomes member of the Company after the notice is sent through
e-mail and holding shares as of the cut-off date i.e. August 16, 2024, may obtain the login ID and password by sending
a request at evoting@nsdl.co.in. However, if you are already registered with NSDL for remote e-voting, then you can
use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password
by using “Forgot User Details/Password” or “Physical User Reset Password” option available on
www.evoting.nsdl.com or call on toll free no. 1800 1020 990 and 1800 22 44 30.
e) Members are encouraged to join the Meeting through Laptops for better experience. Further Members will be required
to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting. Please note that
Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may
experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable
Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
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f) Members who wish to speak at the AGM may register themselves as a speaker by sending a request from their registered
e-mail address mentioning their names, DP ID and Client ID/folio number, PAN and mobile number to
secretary@fivestargroup.in on or before 5.00 pm IST on September 11, 2024. Only those Members who have registered
themselves as a speaker will be allowed to express their views/ask questions during the AGM. The facility for registration
as a speaker will be open from September 09, 2024 (9.00 a.m. IST) till September 11, 2024 (5.00 p.m. IST). The Company
reserves the right to restrict the number of speakers depending on the availability of time for the AGM.
g) Members who would like to express their views/have questions may send their questions in advance mentioning their
name, demat account number/folio number, email id, mobile number to secretary@fivestargroup.in on or before 5.00
pm IST on September 11, 2024 and the same shall only be considered and responded during the AGM. Please note that
questions will be answered only if the member continues to hold the shares as of cut-off date. The facility for emailing
the questions will be open from September 09, 2024 (9.00 a.m. IST) till September 11, 2024 (5.00 p.m. IST).
C. Instructions / steps for voting through electronic means:
Step 1: Access to NSDL e-Voting system
A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in
demat mode
In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual
shareholders holding securities in demat mode are allowed to vote through their demat account maintained with
Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their
demat accounts in order to access e-Voting facility.
Login method for Individual shareholders holding securities in demat mode is given below:
Type of shareholders Login Method

Individual Shareholders 1. Existing IDeAS user can visit the e-Services website of NSDL Viz.
holding securities in https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services
demat mode with NSDL home page click on the “Beneficial Owner” icon under “Login” which is available under
‘IDeAS’ section, this will prompt you to enter your existing User ID and Password. After
successful authentication, you will be able to see e-Voting services under Value added
services. Click on “Access to e-Voting” under e-Voting services and you will be able to
see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and
you will be re-directed to e-Voting website of NSDL for casting your vote during the
remote e-Voting period or joining virtual meeting & voting during the meeting.
2. If you are not registered for IDeAS e-Services, option to register is available at
https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:
https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the
home page of e-Voting system is launched, click on the icon “Login” which is available
under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your
User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP
and a Verification Code as shown on the screen. After successful authentication, you will
be redirected to NSDL Depository site wherein you can see e-Voting page. Click on
company name or e-Voting service provider i.e. NSDL and you will be redirected to e-
Voting website of NSDL for casting your vote during the remote e-Voting period or
joining virtual meeting & voting during the meeting.
4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by
scanning the QR code mentioned below for seamless voting experience.
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Individual Shareholders 1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing
holding securities in user id and password. Option will be made available to reach e-Voting page without any
demat mode with CDSL further authentication. The users to login Easi /Easiest are requested to visit CDSL
website www.cdslindia.com and click on login icon & New System Myeasi Tab and then
user your existing my easi username & password.
2. After successful login the Easi / Easiest user will be able to see the e-Voting option for
eligible companies where the evoting is in progress as per the information provided by
company. On clicking the evoting option, the user will be able to see e-Voting page of the
e-Voting service provider for casting your vote during the remote e-Voting period or
joining virtual meeting & voting during the meeting. Additionally, there is also links
provided to access the system of all e-Voting Service Providers, so that the user can visit
the e-Voting service providers’ website directly.
3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website
www.cdslindia.com and click on login & New System Myeasi Tab and then click on
registration option.
4. Alternatively, the user can directly access e-Voting page by providing Demat Account
Number and PAN No. from a e-Voting link available on www.cdslindia.com home page.
The system will authenticate the user by sending OTP on registered Mobile & Email as
recorded in the Demat Account. After successful authentication, user will be able to see
the e-Voting option where the evoting is in progress and also able to directly access the
system of all e-Voting Service Providers.
Individual You can also login using the login credentials of your demat account through your Depository
Shareholders (holding Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be
securities in demat able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL
mode) login through Depository site after successful authentication, wherein you can see e-Voting feature. Click
their depository on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-
participants Voting website of NSDL for casting your vote during the remote e-Voting period or joining
virtual meeting & voting during the meeting.
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget
Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login
through Depository i.e. NSDL and CDSL.
Login type Helpdesk details

Individual Shareholders holding Members facing any technical issue in login can contact NSDL
securities in demat mode with NSDL helpdesk by sending a request at evoting@nsdl.com or call at 022 -
4886 7000
Individual Shareholders holding Members facing any technical issue in login can contact CDSL
securities in demat mode with CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or
contact at toll free no. 1800 22 55 33
B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders
holding securities in demat mode and shareholders holding securities in physical mode.
How to Log-in to NSDL e-Voting website?
1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/
either on a Personal Computer or on a mobile.
2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under
‘Shareholder/Member’ section.
3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown
on the screen.
Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with
your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting
and you can proceed to Step 2 i.e. Cast your vote electronically.
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4. Your User ID details are given below:
Manner of holding shares i.e. Demat Your User ID is:

(NSDL or CDSL) or Physical
a) For Members who hold shares in 8 Character DP ID followed by 8 Digit Client ID
demat account with NSDL. For example if your DP ID is IN300*** and Client ID is 12****** then
your user ID is IN300***12******.
b) For Members who hold shares in 16 Digit Beneficiary ID
demat account with CDSL. For example if your Beneficiary ID is 12************** then your user
ID is 12**************
c) For Members holding shares in EVEN Number followed by Folio Number registered with the company
Physical Form. For example if folio number is 001*** and EVEN is 101456 then user
ID is 101456001***
5. Password details for shareholders other than Individual shareholders are given below:
a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was
communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the
system will force you to change your password.
c) How to retrieve your ‘initial password’?
d) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated
to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the
attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL
account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file
contains your ‘User ID’ and your ‘initial password’.
e) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email
ids are not registered.
6. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:
a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or
CDSL) option available on www.evoting.nsdl.com.
b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on
www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com
mentioning your demat account number/folio number, your PAN, your name and your registered address etc
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of
NSDL
7. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box
8. Now, you will have to click on “Login” button.
9. After you click on the “Login” button, Home page of e-Voting will open.
How to cast your vote electronically and join General Meeting on NSDL e-Voting system?
1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and
whose voting cycle and General Meeting is in active status.
2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your
vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under
“Join Meeting”.
3. Now you are ready for e-Voting as the Voting page opens.
4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you
wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
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5. Upon confirmation, the message “Vote cast successfully” will be displayed.
6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
General Guidelines for shareholders
1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG
Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized
signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to secretarial@sandeep-cs.in with cc to
secretary@fivestargroup.in with a copy marked to evoting@nsdl.co.in. Institutional shareholders (i.e. other than
individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by
clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.
2. It is strongly recommended not to share your password with any other person and take utmost care to keep your
password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the
correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical
User Reset Password?” option available on www.evoting.nsdl.com to reset the password.
3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual
for Shareholders available at the download section of www.evoting.nsdl.com or call on.: 022 - 4886 7000 and 022 - 2499
7000 or send a request to Ms. Pallavi Mhatre, Senior Manager at email id - evoting@nsdl.co.in.
Process for those shareholders whose email ids are not registered with the depositories for procuring user id
and password and registration of e mail ids for e-voting for the resolutions set out in this notice
1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share
certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of
Aadhar Card) by email to secretary@fivestargroup.in.
2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID),
Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card),
AADHAR (self attested scanned copy of Aadhar Card) to secretary@fivestargroup.in.. If you are an Individual
shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A)
i.e. Login method for e-Voting and joining VC for Individual shareholders holding securities in demat mode.
3. Alternatively shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password for e-
voting by providing above mentioned documents.
4. In terms of SEBI circular dated December 9, 2020, on e-Voting facility provided by Listed Companies, Individual
shareholders holding securities in demat mode are allowed to vote through their demat account maintained with
Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID
correctly in their demat account in order to access e-Voting facility.
INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER:
1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.
2. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted
their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to
vote through e-Voting system in the AGM.
3. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be
eligible to vote at the AGM.
4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of
the AGM shall be the same person mentioned for Remote e-voting.
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INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:
1. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system.
Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful
login, you can see link of “VC/OAVM” placed under “Join meeting” menu against company name. You are requested
to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in
Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not
have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by
following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.
2. Members are encouraged to join the Meeting through Laptops for better experience.
3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during
the meeting.
4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile
Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended
to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
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Statement pursuant to section 102(1) of the Companies Act, 2013 (“the Act”) setting out all material facts relating
to special businesses to be transacted at the AGM is detailed hereunder. As additional information, the
Explanatory Statement also contains material facts pertaining to ordinary business mentioned in Item 2 and
Item 3 of the Notice.
Item 2: To appoint a director in place of Mr Thirulokchand Vasan (holding DIN: 07679930) who retires by
rotation and being eligible, has offered himself for re-appointment
Mr Thirulokchand Vasan was appointed as Non-Executive Director of the Company by the Board of Directors on
December 15, 2016. Considering his corporate experience and long term association with the Company, the Board
at its meeting held on April 30, 2024 re-appointed Mr Thirulokchand Vasan (holding DIN: 07679930) as a Director
of the Company, who retires by rotation and being eligible for re-appointment.
Mr Thirulokchand Vasan has provided his consent for re-appointment as Director and confirmed that he is not
disqualified from being a Director under Section 164(2) read with Schedule V of the Companies Act, 2013.
Brief details of Mr Thirulokchand Vasan (holding DIN: 07679930) as required by Regulation 36(3) of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and paragraph
no. 1.2.5 of SS2 – Secretarial Standards on General Meetings is provided in Annexure A.
Mr Thirulokchand Vasan (holding DIN: 07679930) is directly interested in the said resolution and his relatives are
interested to the extent of their shareholding in the Company. None of the other Directors or key managerial
personnel or their relatives are concerned or interested financially or otherwise in this resolution.
Accordingly, your directors recommend the Ordinary Resolution set forth in Item 2 for approval of shareholders.
Item 3: Appointment of Statutory Auditors
This Explanatory Statement is in terms of Regulation 36(5) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”)
The members of the Company at the Extra ordinary general meeting held on March 11, 2022, appointed M/s S.R.
Batliboi & Associates LLP as Statutory Auditors of the Company to hold office till conclusion of 40th Annual General
Meeting of the Company.
As per RBI Guidelines vide ref DoS.CO.ARG/SEC.01/08.91.001/2021-22 dated April 27, 2021 (RBI Guidelines), as
amended, the Statutory Auditors can be appointed for a continuous period of three years, subject to firm meeting
eligibility criteria norms each year. Further they would not be eligible for reappointment in the same entity for six
years (two tenures) after completion of full or part of one term of the audit tenure.
Accordingly, the Board of Directors of the Company (“Board”) based on the recommendation of the Audit
Committee proposed the appointment of M/s Deloitte Haskins & Sells (FRN: 008072S) (“Deloitte”) as Statutory
Auditors for 3 consecutive financials years i.e 2024-25, 2025-26 and 2026-27 to hold office from the date of passing
of this resolution until the conclusion of the 43 rd Annual General Meeting, subject to their satisfaction of the
eligibility criteria every year.
Proposed statutory audit About INR 135 lakhs (inclusive of out-of-pocket expenses of
fee payable to auditors approximately INR 5 lakhs) for FY 2024-25, which will be subject to
approval by the Board (including any committee thereof) of the
Company.
Terms of appointment M/s Deloitte Haskins & Sells, Chartered Accountants are recommended
for appointment of Statutory Auditors for 3 consecutive financials years
i.e 2024-25, 2025-26 and 2026-27 to hold office from the date of passing of
this resolution until the conclusion of the 43rd Annual General Meeting
Material changes in fee No material changes in the fee payable for the proposed auditors. The
payable incumbent auditors were paid a fee of INR 132 Lakhs for FY 2023-24, plus
applicable taxes and out-of-pocket expenses.
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Basis of recommendation The recommendations were made after due consideration by the Audit
Committee and Board of Directors and on the basis of various factors such
as industry experience, competency of the audit team, efficiency in
conduct of audit, independence, etc, and upon fulfilment of the eligibility
criteria and provisions prescribed under the Companies Act, 2013 and RBI
guidelines.
Auditor credentials M/s Deloitte Haskins & Sells, Chartered Accountants was constituted in
1998 and is registered with the Institute of Chartered Accountants of India
(ICAI) with Registration No. 008072S and is a part of Deloitte Haskins &
Sells & Affiliates being the Network of Firms registered with the ICAI.
The registered office of DHS is ASV N Ramana Tower, 52 Venkatnarayana
Road, T Nagar, Chennai, Tamil Nadu, India, 600017. Deloitte has also
confirmed that they have subjected themselves to the peer-review process
of the ICAI and hold a valid certificate issued by the ‘Peer Review Board
of ICAI’. Deloitte has also furnished a declaration confirming its
independence in terms of section 141 of the Act and declared that it has
not taken up any prohibited non-audit assignments for the Company.
Besides the audit services, the Company would also obtain certifications from the Statutory Auditors under various
statutory regulations and certifications required by lenders, statutory authorities, audit related services and other
permissible non-audit services as required from time to time, for which they will be remunerated separately on
mutually agreed terms, as approved by the Audit Committee.
None of the Directors or key managerial personnel or their relatives are concerned or interested financially or
otherwise in this resolution.
The Board, based on recommendations made by the Audit Committee, your directors recommend the Ordinary
Resolution set forth in Item 3 for approval of shareholders.
Item 4: Approval of remuneration of Mr Lakshmipathy Deenadayalan (holding DIN: 01723269), Chairman &
Managing Director
Mr Lakshmipathy Deenadayalan (holding DIN: 01723269) was appointed as Chairman & Managing Director of the
Company for a period of five years from June 1, 2022. The remuneration payable to him from April 1, 2023, was
approved by the shareholders at the Annual General Meeting held on September 16, 2023.
The Nomination & Remuneration Committee at its meeting held on August 17, 2024, recommended the
remuneration payable to Mr Lakshmipathy Deenadayalan (holding DIN: 01723269), Chairman & Managing
Director from April 1, 2024. Subsequently the Board of Directors at its meeting held on August 17, 2024 approved
the remuneration to Mr Lakshmipathy Deenadayalan (holding DIN: 01723269), Chairman & Managing Director
with effect from April 01, 2024, till end of his tenure, on the terms and remuneration set out hereunder, subject to
approval of shareholders by way of special resolution, the details of remuneration is provided below:
a) Fixed Pay: INR 51.66 lakhs per month, with such incremental revision up to 20% annually as may be decided
by the Nomination & Remuneration Committee and approved by the Board of Directors from time to time.
For the purpose of this clause, the term “Fixed Pay” shall mean and include: (i) basic salary payable; (ii) all
allowances including but not limited to DA, HRA, medical allowance and other allowances and benefits
including but not restricted to reimbursement of expenses on telephones, insurance, etc. and any other
allowances and benefits as may be sanctioned by the Board from time to time.
b) Variable Pay: In addition to Fixed Pay, Mr Lakshmipathy shall also be entitled to annual performance pay
not exceeding 50% of the Total Pay (Fixed plus Variable pay), as may be determined by the Nomination &
Remuneration Committee and approved by the Board of Directors from time to time.
c) Perquisites: Retirement benefits/perquisites will include provident fund, encashment of unavailed leave,
gratuity, medical reimbursement, life insurance, personal accident insurance and perquisites as approved by
the Board, as per the policy / rules of the Company.
16
d) In the event of inadequacy of profits or loss in any financial year, the remuneration by way of salary,
allowances, commission, perquisites and retirement benefits to Mr Lakshmipathy Deenadayalan be paid in
accordance with section II of part II of Schedule V of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory
modification(s) or amendment(s) thereto or re-enactment(s) thereof for the time being in force) or such other
limits as may be prescribed by the Government from time to time as minimum remuneration.
The proposed remuneration of Mr Lakshmipathy Deenadayalan for FY 2024-25 and thereafter shall be within the
limits as prescribed under the Section 197 read with Schedule V of the Companies Act, 2013 (including any statutory
modification(s) or amendment(s) thereto or re-enactment(s) thereof for the time being in force).
Brief details of Mr Lakshmipathy Deenadayalan (holding DIN: 01723269), Chairman & Managing Director, as
required by Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and paragraph no. 1.2.5 of SS2 – Secretarial Standards on General Meetings is
provided in Annexure A.
The Company has not defaulted in payment of dues to any bank or public financial institution or non-convertible
debenture holders or other secured creditor, if any.
Mr Lakshmipathy Deenadayalan (holding DIN: 01723269), Chairman & Managing Director is directly interested in
the said resolution and his relatives are interested to the extent of their shareholding in the Company. None of the
other Directors or key managerial personnel or their relatives are concerned or interested financially or otherwise
in this resolution.
Accordingly, your directors recommend the Special Resolution set forth in Item 4 for approval of shareholders
pursuant to Sections 197 read with Schedule V to the Companies Act, 2013 and other applicable provisions of SEBI
(Listing Obligations and Disclosure Requirements), Regulations, 2015.
Item 5: Appointment of Mr Rangarajan Krishnan (holding DIN: 07289972) as Joint Managing Director of the
Mr Rangarajan Krishnan is currently the Chief Executive Officer (CEO) of the Company and has been associated
in the same capacity for almost the last 9 years. Considering his vast experience in various segments of the finance
industry including commercial banking, private equity amongst others and having been associated with the
Company for the last 9 years and made significant contributions to the growth of the Company, the Board on
recommendation of Nomination & Remuneration Committee, at its meeting held on August 17, 2024 appointed Mr
Rangarajan Krishnan (holding DIN: 07289972) as an Additional Director – Joint Managing Director for a period of
5 (Five) consecutive years w.e.f August 17, 2024.
Mr Rangarajan Krishnan has provided his consent for appointment as Joint Managing Director and confirmed that
he is not disqualified from being a Director under Section 164(2) read with Schedule V of the Companies Act 2013
and is not debarred to hold the office of a Director by virtue of any order passed by SEBI or any other authority.
Pursuant to RBI Circular RBI/2015-16/122 DNBR (PD) CC.No. 065/03.10.001/2015-16 dated July 09, 2015, prior
approval of the Reserve Bank is required for any change in the management of the NBFC which would result in
change in more than 30 per cent of the directors, excluding independent directors.
Based on application made by the Company seeking approval for appointment, the Reserve Bank of India Vide its
letter dated August 6, 2024 had granted approval for appointment of Mr Rangarajan Krishnan (holding DIN:
07289972) as Joint Managing Director of the Company.
Brief profile of Mr Rangarajan Krishnan (holding DIN: 07289972) is as follows:
Mr Rangarajan Krishnan is a Commerce Graduate and holds two Master’s in Business Administration, one each
from Sri Sathya Sai Institute of Higher Education and the Indian School of Business. Prior to his employment in the
Company, Mr Rangarajan Krishnan had about 15 years of experience working across various segments of the
finance industry including commercial banking, private equity and project finance and advisory. He has been
instrumental in managing the Initial Public Offering of the Company.
17
The Nomination & Remuneration Committee and the Board is of opinion that the elevation of Mr Rangarajan
Krishnan as Joint Managing Director on the Board will be desirable, beneficial and in the best interest of the
Company and hence recommends resolution set out in Item 5 of the accompanying Notice for approval of the
Members.
Mr Rangarajan Krishnan (holding DIN: 07289972) will be re-designated as Joint Managing Director & CEO upon
approval of the shareholders.
The Board of Directors based on recommendations of Nomination & Remuneration Committee, subject to approval
of shareholders by way of special resolution, approved the remuneration payable to Mr Rangarajan Krishnan
(holding DIN: 07289972) w.e.f August 17, 2024, till end of his tenure, details of the same are provided below:
b) Variable Pay: In addition to Fixed Pay, Mr Rangarajan Krishnan shall also be entitled to annual performance
pay not exceeding 50% of the Total Pay (Fixed plus Variable pay), as may be determined by the Nomination
& Remuneration Committee and approved by the Board of Directors from time to time.
the Board, as per the policy / rules of the Company, including gains arising from exercise of ESOPs. Mr
Rangarajan Krishnan has been granted 15,12,775 and 2,25,000 employee stock options on October 31, 2020
and April 22, 2021 respectively under the Five-Star Associate Stock Option Scheme 2018 and 8,00,000
employee stock options on August 17, 2024 under the Five-Star Associate Stock Option Scheme 2023 of the
Company which shall vest in current and subsequent years as per the relevant ESOP schemes, grant letters
and Company policies as applicable to him. Pursuant to gains arising on his exercise of such ESOPs (which
shall form a part of the the proposed remuneration of Mr Rangarajan Krishnan for FY 2024-25 and thereafter),
the proposed remuneration of Mr Rangarajan Krishnan may exceed the individual director limit; however
this would be within the overall managerial remuneration limits as prescribed under the Section 197 read
with Schedule V of the Companies Act, 2013 (including any statutory modification(s) or amendment(s)
thereto or re-enactment(s) thereof for the time being in force), and hence the Company is obtaining the
approval of shareholders by way of special resolution. In the event the overall managerial remuneration in
any financial year exceeds the limits prescribed under Section 197 read with Schedule V of the Companies
Act, 2013, an approval from shareholders by way of special resolution will be obtained separately prior to
making any payment.
allowances, commission, perquisites and retirement benefits to Mr Rangarajan Krishnan be paid in
Brief details of Mr Rangarajan Krishnan (holding DIN: 07289972) as required by Regulation 36(3) of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and paragraph
no. 1.2.5 of SS2 – Secretarial Standards on General Meetings is provided in Annexure A.
Mr Rangarajan Krishnan (holding DIN: 07289972) is directly interested in the said resolution and his relatives are
interested to the extent of their shareholding in the Company. None of the other Directors or key managerial
18
pursuant to Sections 196, 197 and 203 read with Schedule V to the Companies Act, 2013 and other applicable
provisions of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.
Item 6: Appointment of Mr Srikanth Gopalakrishnan (holding DIN: 10636810) as Joint Managing Director of
the Company and fixing remuneration
Mr Srikanth Gopalakrishnan is currently holding the position of Chief Financial Officer (CFO) of the Company and
has been associated in the same capacity for almost the last 9 years. Considering his vast experience in retail
banking, financial planning and analysis amongst others and having been associated with the Company for the last
9 years and made significant contributions to the growth of the Company, the Board of Directors of the Company
on the recommendation of the Nomination & Remuneration Committee, at their Meeting held on August 17, 2024
had appointed Mr Srikanth Gopalakrishnan (holding DIN: 10636810) as an Additional Director – Joint Managing
Director for a period of 5 (Five) consecutive years w.e.f August 17, 2024.
Mr Srikanth Gopalakrishnan has provided his consent for the appointment as Joint Managing Director and
confirmed that he is not disqualified from being a Director under Section 164(2) read with Schedule V of the
Companies Act 2013 and is not debarred to hold the office of a Director by virtue of any order passed by SEBI or
any other authority.
Pursuant to RBI Circular RBI/2015-16/122 DNBR (PD) CC.No. 065/03.10.001/2015-16 dated July 09, 2015, prior
approval of the Reserve Bank is required for any change in the management of the NBFC which would result in
change in more than 30 per cent of the directors, excluding independent directors.
Based on application made by the Company seeking approval for appointment, the Reserve Bank of India Vide its
letter dated August 6, 2024 had granted approval for appointment of Mr Srikanth Gopalakrishnan (holding DIN:
10636810) as Joint Managing Director of the Company.
Brief profile of Mr Srikanth Gopalakrishnan (holding DIN: 10636810) is as follows:
Mr Srikanth Gopalakrishnan is a Commerce Graduate and holds a Master’s in Business Administration from Sri
Sathya Sai Institute of Higher Education and is a gold medalist in both UG and PG courses. He has served positions
such as Chief Strategy Officer and currently the Chief Financial Officer of the Company. He brings expertise in the
area of finance, compliance, Investor relations, IT and treasury. He has been instrumental in managing the Initial
Public Offering and investor relations of the Company. Prior to joining the Company, he had a combined 15 years
of experience working across various segments of the financial planning and analysis, Securitization and
Structuring and Treasury Operations.
The Nomination & Remuneration Committee and the Board is of opinion that elevation of Mr Srikanth
Gopalakrishnan as Joint Managing Director on the Board will be desirable, beneficial and in the best interest of the
Company and hence recommends resolution set out in Item 6 of the accompanying Notice for approval of the
Members.
Mr Srikanth Gopalakrishnan (holding DIN: 10636810) will be re-designated as Joint Managing Director & CFO
upon approval of the shareholders.
The Board of Directors based on recommendations of Nomination & Remuneration Committee, subject to approval
of shareholders by way of special resolution, approved the remuneration payable to Mr Srikanth Gopalakrishnan
(holding DIN: 10636810) w.e.f August 17, 2024, till end of his tenure, details of the same are provided below:
19
b) Variable Pay: In addition to Fixed Pay, Mr Srikanth Gopalakrishnan shall also be entitled to annual
performance pay not exceeding 50% of the Total Pay (Fixed plus Variable pay), as may be determined by the
Nomination & Remuneration Committee and approved by the Board of Directors from time to time.
the Board, as per the policy / rules of the Company, including gains arising from exercise of ESOPs. Mr
Srikanth Gopalakrishnan has been granted 2,00,000 and 2,50,000 employee stock options on October 31, 2020
and June 06, 2022 respectively under the Five-Star Associate Stock Option Scheme 2018 and 4,00,000
employee stock options on August 17, 2024 under the Five-Star Associate Stock Option Scheme 2023 of the
Company which shall vest in current and subsequent years as per the relevant ESOP schemes, grant letters
and Company policies as applicable to him. The proposed remuneration of Mr Srikanth Gopalakrishnan for
FY 2024-25 and thereafter shall be within the limits as prescribed under the Section 197 read with Schedule
V of the Companies Act, 2013 (including any statutory modification(s) or amendment(s) thereto or re-
enactment(s) thereof for the time being in force).
allowances, commission, perquisites and retirement benefits to Mr Srikanth Gopalakrishnan be paid in
Brief details of Mr Srikanth Gopalakrishnan (holding DIN: 10636810) as required by Regulation 36(3) of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
paragraph no. 1.2.5 of SS2 – Secretarial Standards on General Meetings is provided in Annexure A.
Mr Srikanth Gopalakrishnan (holding DIN: 10636810) is directly interested in the said resolution and his relatives
are interested to the extent of their shareholding in the Company. None of the other Directors or key managerial
pursuant to Sections 196, 197 and 203 read with Schedule V to the Companies Act, 2013 and other applicable
provisions of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.
The appointments of Mr Rangarajan Krishnan and Mr Srikanth Gopalakrishnan as Joint Managing Directors
of the Company shall not, in any manner, affect the current Management setup of the Company. They would
continue to report into Mr Lakshmipathy Deenadayalan who would continue to perform his role as the
Managing Director of the Company. The proposed appointments are in recognition of their contributions to the
Company and also towards providing them a career progression as they continue their association with the
Company. As is currently, Mr Lakshmipathy Deenadayalan would continue to be the promoter of the Company
and be associated with the Company in his capacity as the Managing Director and be involved in all strategic
and operational decisions.
Item 7: Fixing of borrowing limits for the Company
In terms of provisions of section 180(1)(c) of the Companies Act, 2013, the Board of Directors of the Company
cannot, except with the consent of the Company in a general meeting, borrow monies (together with the monies
already borrowed by the Company) apart from temporary loans obtained from the Company’s bankers in the
ordinary course of business, in excess of the aggregate of the paid-up capital and its free reserves, i.e. to say, reserves
not set apart for any specific purpose.
The members at the Annual General Meeting held on September 16, 2023, had passed resolution authorizing the
Board of Directors or any committee authorised by the Board to borrow upto INR 8000 crores which was in excess
of the paid up capital and free reserves of the Company as at March 31, 2023.
20
As part of business expansion & working capital requirement and for catering loan disbursements needs of the
Company, the Board of Directors at its meeting held on February 29, 2024, recommended increase in borrowing
limits from existing limit of INR 8000 Crores to INR 10,000 Crores (with a sub-limit for borrowings of upto INR
2,500 Crores through non-convertible debentures within this overall limits), subject to approval of members by way
of special resolution.
Since the borrowing limit as proposed in Item 7 of this notice, i.e. INR 10,000 crores is in excess of paid-up capital
and its free reserves, the Board of Directors recommends the resolution mentioned in item 7 of this notice for
approval of shareholders by means of a special resolution.
None of the Directors, key managerial persons of the Company and their relatives are concerned or interested
financially or otherwise in the resolution.
Accordingly, your directors recommend the Special Resolution set forth in Item 7 for approval of shareholders.
Item 8: Creation of Charges on the assets of the Company
For creation of security through mortgage or pledge / or hypothecation or otherwise or through a combination of
the same for securing the limits / credit / debt / financing facilities as may be availed by the Company, or funds
raised by issuance of debentures / debt instruments, the Company would be required to secure all or any of the
movable and immovable assets of the Company, present and future in favour of the Banks/financial institutions
registered with Reserve Bank of India, investment institutions and their subsidiaries, its bankers and other banks,
mutual funds, trusts and bodies corporate or trustees for the holders of debentures/bonds and/or other
instruments, or any other person.
Section 180(1)(a) of the Companies Act, 2013, provides that the Board of Directors of a Company shall not, without
the consent of members in general meeting, sell, lease or otherwise dispose off the whole or substantially the whole
of the undertaking of the Company. Hence, it is necessary for the members to pass a resolution under section
180(1)(a) of the Companies Act, 2013 authorizing the Board of Directors (which term shall be deemed to include
the Business & Resource Committee and any such Committee which the Board may constitute/authorize for this
purpose) to mortgage/ charge/ hypothecate / assign the assets, properties and/ or the whole or substantially the
whole of the undertaking of the Company.
it is proposed to take approval from shareholders under Section 180(1)(a) of the Companies Act 2013 in line with
borrowing limits as set forth in the special resolution set forth in item 7 of this notice, enabling the Company to
mortgage/ charge/ hypothecate / assign the assets, properties and/ or the whole or substantially the whole of the
undertaking of the Company.
None of the Directors, key managerial persons of the Company and their relatives are concerned or interested
financially or otherwise in the above resolution.
Item 9: Offer / invitation to subscribe to Non-Convertible Debentures (NCDs) on private placement basis
As part of its fundraising plans, the Company proposes to issue NCDs aggregating up to INR 2,500,00,00,000
(Indian Rupees Two Thousand and Five Hundred Crores only), on private placement basis as per the
recommendation of the Board of Directors at their meeting held on February 29, 2024, to persons including but not
limited to individuals, institutions, and bodies corporate, both domestic and non-domestic as may be identified by
the Board of Directors or any Committee of the Board authorised in this behalf from time to time. The Company
may offer or invite subscription for all kinds and types of NCDs including secured redeemable NCDs, in one or
more series / tranches on private placement basis on such terms and conditions as may be decided by the Board
or any Committee of the Board authorised in this behalf from time to time, subject to provisions of and including
SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021, SEBI (Listing Obligations and Disclosure
Requirements), Regulations, 2015, applicable circulars and notifications as may be issued by SEBI, Stock Exchanges
in this regard.
21
Pursuant to Section 42 of the Companies Act, 2013 read with Rule 14 of the Companies (Prospectus and Allotment
of Securities) Rules, 2014, in case of an offer or invitation to subscribe for Non – Convertible Debentures (“NCDs”)
on private placement basis, the Company has an option to obtain omnibus approval from its shareholders by means
of a special resolution once in a year for all the offers or invitations for such debentures during the year.
This resolution enables the Board of Directors (which term shall be deemed to include the Business & Resource
Committee and any such Committee which the Board may constitute/authorize for this purpose) of the Company
to offer or invite subscription for NCDs, as may be required by the Company, from time to time for one year from
the conclusion of this General Meeting.
None of the Directors, Key Managerial Persons of the Company and their relatives are concerned or interested
financially or otherwise in the above resolution.
Item 10: Issue of Share warrants on Preferential basis
To ensure that the Company delivers robust growth, strong asset quality and profitability, the Board of Directors
at its meeting held on August 17, 2024 approved the proposal for issuance of 4,10,000 convertible share warrants
(convertible into equity shares of the Company in the ratio of 1:1), of INR 1.00 each at a premium of INR 769.00 on
preferential basis, as an incentive to the Executive Directors of the Company to work towards the same.
The issue of share warrants shall on below terms and conditions:
a) Ratio of conversion of warrants into equity shares of the Company: Each share warrant shall be converted
into one equity shares of the Company (subject to payment of full subscription money).
b) Proportion of payment of share subscription money: 25% of total application and allotment money to be paid
upfront at the time of issuance/allotment of share warrants and remaining 75% shall be paid at the time of
allotment of equity shares pursuant to conversion of share warrant, within a period not exceeding 18 months.
c) Lock-in:
1) The Warrants and Equity Shares issued pursuant to the exercise of the Warrants shall be locked-in as
prescribed under the ICDR Regulations from time to time.
2) The pre-preferential allotment shareholding of the Warrant Holders, if any, in the Company shall also be
subject to lock-in as per the provisions of the ICDR Regulations.
d) Price at which the Company propose to issue: INR 770.00 per warrant.
e) Relevant date for determining the price: August 14, 2024, i.e., 30 thirty days prior to the date on which the
meeting of shareholders is held to consider the proposed preferential issue.
f) Tenure of warrants: The share warrant issued on preferential basis is valid for a period upto 18 months from
date of allotment of share warrants.
g) Other terms and conditions:
1) Impact due to non-exercise of warrant: In case the warrant holder does not exercise the option for equity
shares against any of the warrants held by the warrant holder, the consideration paid in respect of such
warrant shall be forfeited by the Company.
2) Time limit for allotment: Allotment pursuant to the special resolution shall be completed within a period
of fifteen days from the date of passing of such resolution.
22
Disclosure pursuant to Regulation 163 of SEBI (Issue of Capital and Disclosure Requirements), Regulations 2018
and Rule 13 the Companies (Share Capital & Debentures) Rules, 2013 (as amended).
a) Objects of the Preferential issue: To ensure the Company delivers robust growth, strong asset quality and
profitability in the years to come, this has been provided as an incentive to the Executive Directors of the
Company to work towards the same.
b) Maximum number of specified securities to be issued: 4,10,000 share warrant of INR 1.00 each at a premium
of INR 770.00 each, convertible into equity shares equivalent to 4,10,000 of INR 770.00 each is proposed to be
issued on preferential basis subject to any corporate actions initiated by the Company.
c) Intent of the promoters, directors, key managerial personnel, or senior management of the issuer to
subscribe to the offer: Mr Lakshmipathy Deenadayalan, Promoter and Chairman & Managing Director, Mr
Rangarajan Krishnan, Joint Managing Director & CEO and Mr Srikanth Gopalakrishnan, Joint Managing
Director & CFO propose to subscribe to the issue on preferential basis.
d) Shareholding pattern of the issuer before and after the preferential issue (on a paid-up capital basis):
Pre-Issue
Post-Issue
Category of (as on August 16, 2024)
S.No
Shareholder(s) No. of shares % of share No. of shares % of share
held holding held holding
A Promoters' holding
1 Indian
Individual 5,46,08,028 18.67 5,46,08,028 18.73
Bodies corporate - - - -
Sub-total 5,46,08,028 18.67 5,46,08,028 18.73
2 Foreign promoters 2,29,25,432 7.84 2,29,25,432 7.83
sub-total (A) 7,75,33,460 26.51 7,77,93,460 26.56
B Non-promoters' holding
1 Institutional investors 19,23,18,846 65.76 19,23,18,846 65.67
2 Non-institution - - - -
3 Private corporate bodies - - - -
4 Directors and relatives 34,42,689 1.18 35,92,689 1.23
5 Indian public 1,68,13,874 5.75 1,68,13,874 5.74
6 others (including NRIs) 23,53,696 0.80 23,53,696 0.80
Sub-total (B) 21,49,29,105 73.49 21,50,79,105 73.44
Grant Total 29,24,62,565 100.00 29,28,72,565 100.00
e) The percentage of post preferential issue capital that may be held by the allottee(s) and change in control,
if any, in the issuer consequent to the preferential issue:
1. Paid up capital Basis
Number of Equity Shares

Pre Issue Post Issue
proposed to be allotted or to be
Name and Category % %
allotted post conversion of
Holding Holding*
Warrants into Equity
Mr Lakshmipathy Deenadayalan**
10.49 2,60,000 10.57
Promoter, Chairman & Managing Director
Mr Rangarajan Krishnan
0.80 1,00,000 0.84
Joint Managing Director & CEO
Mr Srikanth Gopalakrishnan
0.37 50,000 0.39
Joint Managing Director & CFO
**This is at an individual level. At a Promoter group level, the pre-issuance holding is 18.67% and the post issuance
holding shall be 18.73%
*The post preferential percentage of shareholding has been calculated assuming that all the Warrants allotted will be
converted into equity shares, subject to any corporate actions initiated by the Company
23
2. Fully diluted capital Basis
Number of Equity Shares

Pre Issue Post Issue
Name and Category proposed to be allotted or to be
% %
allotted post conversion of
Holding Holding*
Warrants into Equity
Mr Lakshmipathy Deenadayalan**
10.28 2,60,000 10.35
Promoter, Chairman & Managing Director
Mr Rangarajan Krishnan
0.79 1,00,000 0.82
Joint Managing Director & CEO
Mr Srikanth Gopalakrishnan
0.37 50,000 0.38
Joint Managing Director & CFO
**This is at an individual level. At a Promoter group level, the pre-issuance holding is 18.29% and the post issuance
holding shall be 18.35%
*The post preferential percentage of shareholding has been calculated assuming that all the Warrants allotted will be
converted into equity shares, subject to any corporate actions initiated by the Company
There shall be no change in the management or control of the Company pursuant to the proposed issue and
allotment of Warrants including their conversion thereof into Equity Shares of the Company.
f) Relevant date and warrant issue price: In compliance with Regulation 161 of SEBI (Issue of Capital and
Disclosure Requirements), Regulation 2018, the relevant date for the purpose of determining issue price is 30
(thirty) days prior to the date on which the meeting of shareholders is held to consider preferential issue,
accordingly the Board of Directors has fixed relevant date as August 14, 2024.
The Equity shares of the Company are frequently traded and listed on NSE and BSE (Stock Exchanges) for
period more than 90 days. As per Regulation 164 of SEBI (Issue of Capital and Disclosure Requirements),
Regulation 2018, if the equity shares of the Company are frequently traded and listed on a recognised stock
exchange for a period of 90 trading days or more as on the relevant date, the price of the equity shares to be
allotted pursuant to the preferential issue shall be not less than higher of the following:
a) the 90 trading days volume weighted average price of the equity shares of the Company preceding the
relevant date; i.e. INR 765.98 per equity share; or
b) the 10 trading days volume weighted average prices of the equity shares of the Company preceding the
relevant date; i.e. INR 736.14 per equity share.
Provided that if the articles of association of a Company provide for a method of determination which results
in a floor price higher than that determined as above, then the same shall be considered as the floor price for
equity shares to be allotted.
As required under the Articles of Association of the Company and in terms of Regulation 164(1) of the SEBI
(Issue of Capital and Disclosure Requirements), Regulation 2018, S Sandeep, Independent Registered Valuer
(IBBI Registered Valuer No. IBBI/RV/02/2019/11374 having its office at Flat 10, Second Floor, Sucons
Padmalaya, No.5, Venkatnarayana Road, T Nagar, Chennai - 600017 has determined the price of Equity Shares
of the Company as on June 30, 2024 at INR 747.89 per share as per the valuation report (“Valuation Report”).
The Valuation Report shall be available for inspection by the Members at the Meeting and will also be made
available on the Company’s website and can be accessed at secretary@fivestargroup.in.
Basis the aforesaid, the minimum issue price or floor Price for issue of Warrants as determined in accordance
with Regulation 164(1) read with Regulation 161 of Chapter V of the ICDR Regulations is INR 765.98 (Indian
Rupees Seven Hundred and Sixty Five and Paise Ninety Eight Only). In view of the above, the Board has
approved a Warrant Issue Price of INR 770.00 (Indian Rupees Seven Hundred and Seventy Only) per warrant,
which is over and above the minimum price determined under ICDR Regulations.
g) Basis or Justification of Warrant issue price: As per explanation provided in point i above.
24
h) Undertaking as to re-computation of price and lock-in of specified securities: The Company shall re-
compute the price of the Warrants and/or the number of Equity Shares to be allotted on exercise of the
Warrants, in terms of the provision of Regulation 166 of the ICDR Regulations or any other applicable laws,
where it is required to do so. The Company further undertakes that if the amount payable on account of the
re-computation of price is not paid within the time stipulated in the ICDR Regulations, the Warrants shall
continue to be locked- in till the time such amount is paid by the Warrant Holder
i) Time frame within which the preferential issue shall be completed: Preferential issue is proposed to be
completed within fifteen days from the date of passing special resolution, in line with Regulation 170 of SEBI
(Issue of Capital and Disclosure Requirements), 2015
j) The class or classes of persons to whom the allotment is proposed to be made: Allotment is proposed to be
made on preferential basis to Mr Lakshmipathy Deenadayalan, Promoter and Chairman & Managing Director,
Mr Rangarajan Krishnan, Joint Managing Director & CEO and Mr Srikanth Gopalakrishnan, Joint Managing
Director & CFO.
k) the number of persons to whom allotment on preferential basis have already been made during the year,
in terms of number of securities as well as price: None.
l) Identity of the natural persons who are the ultimate beneficial owners of the shares proposed to be allotted
and/or who ultimately control the proposed allottees: Not Applicable, shares are being issued and proposed
to be held by Mr Lakshmipathy Deenadayalan, Promoter and Chairman & Managing Director, Mr Rangarajan
Krishnan, Joint Managing Director & CEO and Mr Srikanth Gopalakrishnan, Joint Managing Director & CFO.
m) Other Disclosures: The Proposed Allottees and the promoter and promoter group of the Company have not
sold any Equity Shares during the 90 days preceding the Relevant Date.
n) Disclosures specified in Schedule VI, if the issuer or any of its promoters or directors is a wilful defaulter
or a fraudulent borrower: Not Applicable.
o) Listing: The Company will make an application to NSE and BSE at which the existing Equity Shares are
presently listed, for listing of the Equity Shares that will be issued on conversion of Warrants. Such Equity
Shares, once allotted, shall rank pari passu with the then existing Equity Shares of the Company, including
voting rights and dividend.
p) Certificate from Practicing Company Secretary: A copy of the certificate issued by M/s S Sandeep &
Associates, Practicing Company Secretary of the Company, certifying that the proposed preferential issue of
Warrants is being made in accordance with the requirements contained in Chapter V of the ICDR Regulations,
will be available electronically for inspection by the members during the Annual General meeting of the
Company to be held on September 13, 2024. Relevant documents referred to in the accompanying Notice and
the Explanatory Statement will also be available for electronic inspection without any fee by the members from
the date of circulation of this notice up to the date of AGM. Members seeking to inspect such documents can
send an email to secretary@fivestargroup.in.
Except Mr Lakshmipathy Deenadayalan, Promoter and Chairman & Managing Director, Mr Rangarajan Krishnan,
Joint Managing Director & CEO and Mr Srikanth Gopalakrishnan, Joint Managing Director & CFO and their
relatives (to the extent of their shareholding in the Company), none of the other Directors or key managerial
personnel of the Company including their relatives are in anyway, concerned or interested in the resolution.
In terms of the provisions of Section 42, Section 62(1)(c) of the Companies Act, 2013 as amended including rules
notified thereunder (“Act”) read with the Companies (Prospectus and Allotment of Securities) Rules, 2014, as
amended and other applicable provisions, if any (including any statutory modifications(s) or reenactment thereof,
for the time being in force), Regulation 160(b) of the Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018, as amended (“ICDR Regulations”), Chapter V of ICDR Regulations
the said Warrant issue requires prior approval of the shareholders of the Company by way of a special resolution.
The Board believes that the proposed Warrant issue is in the best interest of the Company and its shareholders and
therefore recommends the Special Resolution set forth in Item 10 for approval of shareholders.
25
Annexure – A
DISCLOSURE UNDER REGULATION 36 OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE

REQUIREMENTS) REGULATIONS, 2015 AND SECRETARIAL STANDARDS ON GENERAL MEETINGS
Name of Director Mr Lakshmipathy Deenadayalan Mr Thirulokchand Vasan

DIN 01723269 07679930
Date of Birth / (Age) 09-Feb-1974 / 50 25-01-1976/48
Qualifications Bachelor of Engineering Bachelor in Hotel Management
Brief resume and Experience Mr Lakshmipathy Deenadayalan hails Thirulokchand Vasan is a Hotel
from a business family, and joined the Management Graduate with over 17
Company as a Director in 2002. He years of experience in the hospitality
pioneered the concept of providing business.
secured loans to Small Business
Customers and has been instrumental in
building a portfolio of INR 10,000 Crores,
without any compromise on the pace or
quality of growth over the last 2 decades.
He was appointed as the Managing
Director of the Company in 2012 and
continues to be the Managing Director
fully involved in all strategic and
operational decisions.
Expertise in specific Functional areas Financial Services, Strategy & Planning, Team management, Customer
Risk Management, Corporate satisfaction and process optimization.
Governance and Management &
Leadership
As set out in the resolution and the
Terms and conditions of appointment Not Applicable
explanatory statement
As set out in the resolution and the
Remuneration sought to be paid Not Applicable
explanatory statement
a. Salary: INR 48.67 lakhs per month
b. Commission: Commission and
Perquisites not exceeding 1.5 times of
the annual salary
Remuneration last drawn (for financial
c. (a) and (b) together not exceeding 5% Not Applicable
year 2023-24)
of the net profits of the Company,
calculated as per the provisions of
Section 198 of the Companies Act,
2013
Date of first appointment on the Board June 21, 2002 December 15, 2016
Shareholding in the Company as of
3,06,90,678 (10.49%) Nil
March 31, 2024
Relationship with other Directors,
None None
Manager and KMP of the Company
Number of Board Meetings attended
8 8
during FY 2023-24
Other Directorships, Membership/
Chairmanship of Committees of other Nil C K Entertainments Private Limited
Boards
In the case of independent directors, the
skills and capabilities required for the Not Applicable Not Applicable
role and the manner in which the
proposed person meets such
requirements
26
Name of Director Mr Rangarajan Krishnan Mr Srikanth Gopalakrishnan
DIN 07289972 10636810
Date of Birth / (Age) 16-Aug-1979/45 31-Oct-1979/44
Qualifications Master’s in Business Administration Master’s in Business Administration
Brief resume and Experience Mr Rangarajan Krishnan is a Commerce Mr Srikanth Gopalakrishnan is a
Graduate and holds two Master’s in Commerce Graduate and holds a
Business Administration, one each from Master’s in Business Administration
Sri Sathya Sai Institute of Higher from Sri Sathya Sai Institute of Higher
Education and the Indian School of Education and is a gold medalist in both
Business. Prior to joining the Company, UG and PG courses. He has served
Mr Rangarajan Krishnan had about 15 positions such as Chief Strategy Officer
years of experience working across and currently the Chief Financial Officer
various segments of the finance industry of the Company. He brings expertise in
including commercial banking, private the area of finance, compliance, Investor
equity and project finance and advisory. relations, IT and treasury. He has been
He has been instrumental in managing instrumental in managing the Initial
the Initial Public Offering of the Public Offering and investor relations of
Company. the Company. Prior to joining the
Company, he had about a combined 15
years of experience working across
various segments of the financial
planning and analysis, Securitization and
Structuring and Treasury Operations.
Expertise in specific Functional areas Commercial Banking, Private Equity Financial planning and analysis,
Investment, Project Finance and Securitization and Structuring and
Advisory Analytical Finance and Treasury Operations, compliance,
Leadership. investor relations.
As set out in the resolution and the As set out in the resolution and the
Terms and conditions of appointment
explanatory statement explanatory statement
As set out in the resolution and the As set out in the resolution and the
Remuneration sought to be paid
explanatory statement explanatory statement
Not Applicable Not Applicable
Remuneration last drawn (for financial
Since first appointment on the Board Since first appointment on the Board
year 2023-24)
was made on August 17, 2024 was made on August 17, 2024
August 17, 2024 August 17, 2024
Date of first appointment on the Board Appointed as an additional director in Appointed as an additional director in
the capacity of Joint Managing Director the capacity of Joint Managing Director
Shareholding in the Company as of
23,50,000 (0.80%) 10,92,689 (0.37%)
March 31, 2024
Relationship with other Directors,
Manager and KMP of the Company
Number of Board Meetings attended
during FY 2023-24
Other Directorships, Membership/
Chairmanship of Committees of other Nil Nil
Boards
In the case of independent directors, the
skills and capabilities required for the
role and the manner in which the Not Applicable Not Applicable
proposed person meets such
requirements
27
Guardedly
Optimistic
Annual Report 2023 - 24

Note: Across this report, the word ‘Five Star’ refers to ‘Five-Star Business Finance Limited.’
Forward-looking statement
In this Annual Report we may have disclosed forward-looking information to enable investors to comprehend our prospects and
take informed investment decisions. This report and other statements - written and oral - that we periodically make, may contain
forward-looking statements that set out anticipated results based on the management’s plans and assumptions. We have tried
wherever possible to identify such statements by using words such as ‘anticipates’, ‘estimates’, ‘expects’, ‘projects’, ‘intends’, ‘plans’,
‘believes’ and words of similar substance in connection with any discussion of future performance.
We cannot guarantee that these forward-looking statements will be realised, although we believe we have been prudent in our
assumptions. The achievement of results is subject to risks, uncertainties and inaccurate assumptions. Should known or unknown
risks or uncertainties materialise or should underlying assumptions prove inaccurate, our actual results could vary materially
from those anticipated, estimated or projected. Readers should bear this in mind.
We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future
events or otherwise.
Corporate Information
Board of Directors Key Managerial Personnel

Lakshmipathy Deenadayalan Rangarajan Krishnan, Chief Executive Officer
Anand Raghavan Srikanth Gopalakrishnan, Chief Financial Officer
Srinivasaraghavan T T Shalini Baskaran, Company Secretary
Bhama Krishnamurthy
Ramkumar Ramamoorthy
Thirulokchand Vasan
Vikram Vaidyanathan*
Ravishankar G V*
Statutory Auditors Secretarial Auditors Internal Auditors

S R Batliboi & Associates LLP S Sandeep & Associates Sundaram & Srinivasan
6 Floor, A Block, Tidel Park,
th
No: 5, Flat No: 10, 2 Floor, Sucons
nd
23, C P Ramaswamy Road,
No:4, Rajiv Gandhi Salai, Padmalaya, Venkatnarayana Alwarpet, Chennai - 600 018
Taramani, Chennai - 600 113 Road, T.Nagar, Chennai - 600 017
Registrar Agents and Transfer Agents Registered Office

KFin Technologies Limited NSDL Database Management New No 27, Old No 4,
(Unit: Five-Star Business Limited Taylor’s Road, Kilpauk,
Finance Limited) 4 Floor, Trade World, ‘A’ Wing,
th
Chennai - 600 010
Selenium, Tower B, Kamala Mills Compound, CIN: L65991TN1984PLC010844
Plot No 31 & 32, Financial District, Senapati Bapat Marg, Lower Parel,
Nanakramguda, Serilingampally, Mumbai - 400 013
Hyderabad, Rangareddi - 500 032, Phone: 022-4914 2597
Telangana, India Email: sachin.shinde@nsdl.co.in
Phone: 1800 309 4001
Email: einward.ris@kfintech.com
* Resigned w.e.f April 30, 2024

Chairman's
Message
Table of Contents
Highlights
Business
Chairman's Message 6
Business Highlights 8
CSR
Corporate Social Responsibility 12
Board of Directors 18
Directors
Board of
Directors' Report 21
Management Discussion & Analysis 37
Directors
Report
Corporate Governance Report 51
Business Responsibility & Sustainability Report 73
MDA
ESG @ Five Star 99
CG Report
Financial Statements 113
BRSR
Five Star
ESG @
Financial
Report
3
Our Vision
" Reaching the Unreached

through suitable credit solutions
"
4
Chairman's
Message
Highlights
Business
CSR
Directors
Board of
Our Mission
" hitherto
Provide appropriate credit solutions to the
Directors
unreached segment of the market
Report
by developing a niche underwriting model,
built towards evaluating the twin strengths
of the borrowers’ intention to repay and
MDA
ability to repay, with the ultimate objectives
of increasing customer satisfaction and
CG Report
maximising stakeholder returns
"
BRSR
Five Star
ESG @
Financial
Report
5
Chairman's Message
Lakshmipathy Deenadayalan
Dear Shareholders,
Another year has passed and it’s that time of the year when I been stipulated by the regulator and we do not see any major
get to share my thoughts and feelings about the year that has impact of these pronouncements on our operations.
just passed, with all of you. Another year, which had its crests
and troughs for not just your company, but for the entire Before I get into talking about the operational and financial
financial services industry. metrics that we were able to achieve during FY2023-24, I
wanted to share few of my general thoughts with all of you.
As you would all recall, your company was listed on the
bourses in November 2022 and we have successfully seen 6 When I start ruminating on the year that just went by, 4
quarters as a listed entity. And I can proudly say that your thoughts dominate my thinking.
company has delivered on its promises – across the three
aspects of Quality, Profitability, and Growth. We have one of 1. Fundamental strength of the business model – To achieve
the best asset quality across the entire industry, we continue success in a lending business, it is extremely important to
to remain very profitable and we have also clocked a robust have a fundamentally strong business model. The business
growth during this financial year. model should have been time-tested and thereby capable
of withstanding even the fiercest onslaughts that may get
This year has also seen a much larger regulatory involvement thrown at it. As you would all be aware, your company started
– RBI has been extremely proactive, has been cautioning providing secured loans to small business customers and self-
banks and financial institutions to have a contained growth employed individuals about 2 decades back. The first 10 years
strategy, refrain from completely relying on algorithmic of operating in this product saw us grow our portfolio from
lending models, have a robust risk management strategy in Nil to about 100 Cr, and this pace of growth on such small bases
place and also remain well-capitalized to manage the risks would be unheard of in today’s scenario. But I would say that
that may possibly arise in the future. They have issued Master this is probably the most important phase for your company,
Directions on Scale Based Regulations, Master Directions on for it is during this period that we implemented the basic
Information Technology for banks and NBFCs, they have also tenets of the business and underwriting models and got to
enhanced the capital to be maintained on certain types of see their success. It was during this phase that the seeds were
loans, and thereby been quite active in providing a regulatory sown, well watered, well nourished with necessary minerals
framework to maintain the health of the sector. Being a and manure, and thereby grew to become a tall tree that it is
compliance first company, I am very happy to say that your today. It was also a phase of intense learning for us – we learnt
company has already complied with the guidelines that have what to do and what not to do, how the borrowers would
6
Chairman's
Message
behave at various points of time, and we fine-tuned the model continued to clock strong results across the various
based on all these learnings. This has helped us achieve robust operational and financial metrices.
growth in the years thereafter. • Disbursal of over 4,881 Crores along with the borrower base
quite close to 4 lakhs during the year.
Highlights
2. Right people, in the right roles, at the right point of time • Your company also saw its portfolio growth registering
Business
– What I have also learnt over the last many years is that right an increase of ~39% during the year i.e. growing from 6,915
people are needed in the right roles at the right time to achieve Crores to 9,641 Crores.
strong growth. However strong the business model be, the • Growth in Profit after Tax (PAT) from 603 Crores to 836
right team is needed to translate the same into action. When Crores, an increase of about 39%.
we decided that we had a strong business model, we embarked • NPA of 1.38% as against 1.36% in FY2023 – this is after
on getting the right people, both at the execution level and at implementation of revised IRAC norms, which has not had
the management level, to frame appropriate strategies for any major impact on the quality of your company’s assets.
CSR
your company and also execute those strategies. Today, I can
proudly say that we have one of the best management team to Every year, it is my practice to quote a verse from Thirukkural,
frame strategies and one of the most efficient execution team a work that has inspired me immensely. In this verse, the
that can execute these strategies to perfection and the results divine poet Thiruvalluvar, talks about how we should go about
are there for all to see – one of the best asset quality coupled our plans.
with strong growth and robust profitability for the last many
Directors
Board of
years.
3. Strong Governance / Compliance first culture – As I had For those who, before they act, reflect well on their plan and
already stated above, your company follows a compliance- its consequences, thoroughly deliberate the matter on hand
first culture. We give utmost importance to right governance themselves and with their chosen friends, there is nothing
and compliance. Not just compliance with the letter of law, that is considered too difficult.
we also strive to ensure compliance with the spirit of law.
Directors
Report
Compliance with regulations is very important in my view This is what I consider as a guardedly optimistic approach,
because it ensures an ecosystem where everyone can operate which incidentally is the theme of this year’s annual report.
and strive to excel. Even if few institutions fail to comply with Especially when we are going through a time when there
the regulations, it can cause a contagion effect which will have been a number of regulatory pronouncements, both
also have detrimental results to all other players within the prescriptive and advisory, it is better to stay on our guard
ecosystem. Hence, I am of the firm belief that every institution than exhibit irrational exuberance; at the same time, if we
ought to put governance and compliance as one of their deliberate and consider the pros and cons of every action that
MDA
topmost priorities. we are to embark on, nothing would prove to be too difficult
for us.
4. Guardedly Optimistic approach – Despite having a near
perfect business model and one of the best teams, it would I would also like to take this opportunity to thank all the
be catastrophic if we embark on a strategy of extremely stakeholders of your company -
exuberant growth at all times. Different times demand a. Employees, who are the backbone of your company;
CG Report
different strategies and it would only augur well if we keep b. Shareholders, who have been reposing their confidence in
the times in mind before drawing up our strategies. If we had the management day-in and day-out;
chosen to grow during Covid throwing caution to the winds, c. Lenders, who have been the providers of critical raw
we certainly would have landed up in a mess. Optimism material for your company;
is necessary but it should not be unbridled optimism. We d. Directors, who, through their experience and expertise,
should forever be on our guard without giving up optimism have been providing timely guidance;
in our thoughts. Giving up optimism and turning markedly e. Auditors, who act as our conscience-keepers;
pessimistic is completely against entrepreneurial spirit and
BRSR
f. All other industry stakeholders like the rating agencies,
we will never be able to achieve our objectives. When we can regulatory bodies, who have been of immense support.
have the right mix of safety and positivity, I am sure we will
able to scale great heights. I look forward to continued support from all of you. With a
strong business model, a great team and the right strategy in
I am of the firm belief that your company had all these place, I am very confident that me and my team will continue
ingredients in the right proportion and that is the reason for
Five Star
to keep the flag of Five Star flying high in the years to come.
ESG @
your company’s success over the last many years. We have had
our highs and lows but neither did we give up our guard when
success embraced us nor did we lose our optimism when
failures crossed our way.
Best Wishes
On the operational and financial fronts, FY2024 has been a Lakshmipathy Deenadayalan
Financial
strong year, akin to FY2023. During this year, your company

Report
Chairman & Managing Director
7
Business Highlights
520
373
300
262
252
173
2019 2020 2021 2022 2023 2024
Branches
9327
7347
5675
3938
3734
1971
2019 2020 2021 2022 2023 2024
Employees
4881
3391
2409
1756
1482
1245
2019 2020 2021 2022 2023 2024
Loan Disbursement
8
Chairman's
Message
Highlights
Business
9641
6915
5067
4445
CSR
3892
2113
Directors
2019 2020 2021 2022 2023 2024
Board of
Loan Portfolio
Directors
2195
Report
1529
1256
1051
MDA
787
409
2019 2020 2021 2022 2023 2024
CG Report
Revenue
836
604 BRSR
454
359
262
Five Star
ESG @
157
2019 2020 2021 2022 2023 2024
Profit after Tax

Financial
Report
9
Branches
Rajasthan Uttar Pradesh

(4) (4)
Madhya Pradesh
(63)
Chhattisgarh
(3)
Maharashtra
(13)
Telangana
(92)
Andhra
Pradesh
(172)
Karnataka
(41)
Tamil Nadu
(128)
10
Chairman's
Message
Lending Relationships
Banks NBFCs
Highlights
Business
AU Small Finance Bank A K Capital
Axis Bank Aditya Birla Finance Ltd
Bandhan Bank Bajaj Finance Ltd
Bank of Baroda Cholamandalam Inv & Fin Co Ltd
Bank of India NABARD
Bank of Maharashtra Nabkisan Finance
Canara Bank Nabsamruddhi Finance
CSR
Central Bank of India Poonawalla Finance
CITY UNION BANK Tata Capital
DBS Bank India Limited
DCB Bank
Deutsche Bank
Equitas Small Finance Bank
Directors
Board of
Federal Bank
HDFC Bank
HSBC
ICICI Bank
IDFC First Bank
Indian Bank
Directors
IndusInd Bank
Report
Karnataka Bank
Kotak Mahindra Bank
KVB
Punjab National Bank
Qatar National Bank
RBL Bank
South Indian Bank
MDA
State Bank of India
Swedfund International AB
Ujjivan Small Finance Bank
Union Bank of India
Utkarsh Small Finance Bank
YES Bank
CG Report
BRSR
Five Star
ESG @
Financial
Report
11
Corporate Social Responsibilty
Five Star is committed to being a socially responsible corporate and furthering the lives of common people through its CSR
initiatives. The Company has identified 3 areas as focus points for its CSR spends:
1. Livelihood – Contribution towards livelihood improvement activities, alleviation of hunger, helping the needy get the right skills
to further their lives, etc.
2. Healthcare – Contribution towards providing the right healthcare to the needy people who do not have the means to afford such
services.
3. Education - Contribution towards providing good quality education to the needy people.
With the support of right partners, the Company has been providing assistance to needy and deserving people in the areas
enumerated above with a view to ensure that equal opportunities are provided to such people so that they are able to hold their
heads high and lead a dignified life in the society.
Project 1
Partner Name - Ramakrishna Student Home
About: Founded in the year 1905 with the blessings of Revered
Swami Ramakrishnananda Maharaj, a direct disciple of Sri
Ramakrishna, it is a branch of the Ramakrishna Mission
and administered by the monks of the Ramakrishna
Order. Students Home (Gurukula) provides free school and
technical education, food, clothing, shelter, and medical
care to around 650 orphan and destitute boys.
Project Objective: Education and Maintenance of 300

Orphan Polytechnic Students staying and studying in the
Chennai branch of Ramakrishna Mission Student Home.
Project 2
Partner Name - Maithree Foundation
About: MAITHREE is a movement of the parents and by
the parents of children with special needs endeavoring to
provide a secure future to Children/Persons with special
needs. Founded in the year 1994 by providing education to
3 children with special needs, Maithree has impacted the
lives of more than 3000 families till date.
Project Objective: Financial Support to Education of 100

children and Skilling of 75 Young Adults with special needs
with Intellectual and Development Disability (PwIDD) for
One Year.
12
Chairman's
Message
Project 3
Highlights
Business
Partner Name - Thirumalai Charity Trust
About: Thirumalai Charity Trust (TCT) was set up in 1970
with an intention and a vision to support the communities
they worked in. In the early years, TCT supported health
and education projects sponsored by reputed institutions
in Mumbai and Chennai. TCT began its service in Tamil
Nadu in 1983, with a medical centre at Thiruvalam, Vellore
(then the North Arcot District). In 1988, based on this
CSR
experience, the trust started a community based health
and development project with women volunteers from
the local area and community based management of all
programmes.
Directors
Project Objective: Construction of a Hospital Building
Board of
at Ranipet which will have adequate facilities for
accident/trauma care, critical care, surgeries, in-patient
beds and research. Specialized areas of care would include a
comprehensive coverage of pediatric and geriatric community
health.
Directors
Report
Project 4
Partner Name - M S Swaminathan Research Foundation
About: The M S Swaminathan Research Foundation (MSSRF)
was established in 1988 as a not-for-profit trust. MSSRF was
envisioned and founded by Professor M S Swaminathan and
the Foundation aims to accelerate use of modern science
MDA
and technology for agricultural and rural development to
improve lives and livelihoods of communities.
Project Objective:
1. For setting up a Lab towards “Every Child a
CG Report
Scientist” program launched by MSSRF with an aim of
inculcating scientific temper in students of corporation
schools. The major learning from this program includes
learning science by doing, digital teaching/learning of
STEM (Science, Technology, Engineering & Mathematics)
concepts by customizing the teaching modules that
incorporates both elements of standard school syllabus
and science content.
BRSR
2. Fellowship program to create a cadre of young
woman and men to work on the proven scientific pathways
and the fellows are expected to foster discussions and
collaborations that advance the principles of evergreen
revolution and sustainable agriculture, promote food
security, and address SDG goals.
Five Star
ESG @
3. Setting the foundation for basic education and

enhanced learning, health and livelihoods of Scheduled
Irular Tribal families in Parangipettai block of Cuddalore
district, Tamilnadu
Financial
Report
13
Project 5
Partner Name - United Education and Social Welfare Trust
About: United Education and Social Welfare Trust was
founded in 1995 with an aim to bring smile on every face and
promote wellness to the weaker section of the community
through the transformation of education, health, livelihood
and environmental programs. Their vision is to rehabilitate
underprivileged people through endless efforts.
Project Objective: To Provide Food to around 110 orphans,

disabled people and elderly.
Project 6
Partner Name - All the Children
About: All the Children is a social improvement organization
based in Tamil Nadu, assisting 70 children, 50 elders and 5
special children by helping them gain access to government
assistance projects for education, health care, business, and
women's empowerment.
Project Objective:
Purchase of Double Decker Cots to 100 Orphan and
intellectually challenged children.
Project 7
Partner Name - Akshaya Trust
About: Akshaya Trust has been dedicated to serving
destitute, senior citizens through provision of shelter,
nutritious food, and medical care. Currently, they operate
five homes in Mudichur, Pallikaranai, Valasaravakkam,
Pallavakkam, and Vellappanchavadi, housing over 225 senior
citizens at no cost.
Project Objective: The Severe Cyclonic Storm Michaung

had caused significant damage to their Valasaravakkam
unit, where around 50 Elders lost their bedding, appliances,
supplies, and medicine etc. Funding was provided to
refurbish their Old Age Home completely and provide lift
facility to the inmates.
14
Chairman's
Message
Project 8
Partner Name - India Vision Institute
Highlights
Business
About: India Vision Institute (IVI) is an independent, not-
for-profit registered trust established in 2012. They provide
vision screenings across India, work on providing timely
intervention in disadvantaged communities and remote
areas.
Project Objective:
1. Conduct comprehensive Vision/Eye Screening for the
CSR
marginalised communities and School children from
Government Schools, identify refractive errors and
provide spectacles as may be needed.
2. Mobile Eye Health Van (MEHV) to provide access to
Advanced Eye Health for Underserved communities in
Chennai
Directors
Board of
Project 9
Directors
Partner Name - Samabhavana Foundation
Report
About: Samabhavana was founded with the objectives of
ensuring Environmental Health Safety, Child Protection,
Diversity, and Non-Discrimination of stigmatized
and marginalized people. Samabhavana has formed
partnerships to work on projects related to Education,
Health, Vocational Skills Development and Livelihood.
MDA
Project Objective:
For setting up Five Mini Science Centre (STEM Lab) at
Government Schools. These labs help revolutionize science
and Mathematics education and make learning accessible.
CG Report
Project 10
Partner Name - All India Movement Seva
About: Started in the year 2000 by PujyaSwami Dayananda
Saraswati, AIM for Seva’s mainstay is rural education with the
flagship programme being Chatralayam. Their efforts are
directed towards educating rural India, across Karnaprayag
BRSR
to Kanyakumari with over 190 projects, touching the lives of
over 20 million individuals.
Project Objective:
Helping to transform the future of thousands of tribal rural
students, through the following programs.
Five Star
ESG @
1. Education expenses for 36 Girl students of Dayatirtha

Chatralayam, Ambur
2. Construction of Compound Wall of Boys Chatralayam,
Uttar Pradesh
3. Installation of Solar Power, smart class, tables, chairs etc
for the students of Government School, Sembankudi &
Financial
Theni
Report
15
Project 11
Partner Name - Swami Vivekananda Medical Mission
About: Swami Vivekananda Medical Mission is a registered
Charitable trust registered in 2004, and aims to serve the
backward sections of the population. The activities of the
mission have hence ranged from medical relief to education,
women’s empowerment and eradication of social evils like
alcoholism.
Project Objective:
Running Expenses of Diagnostic Centre at Shenoy Nagar,
Chennai.
Project 12
Partner Name - Sri Arunodayam Charitable Trust
About: Arunodayam is a home in Chennai for abandoned
children with intellectual disabilities (ID). They currently
house 110 children with intellectual disabilities.
Project Objective:
1. Skill Development Centre for persons with disabilities
in remote villages which would help address mental,
psychological, physical, emotional and social
development.
2. Rehabilitation on Wheels for the persons with disabilities
in the remote villages.
Project 13
Partner Name - Rehoboth
About: Founded in the year 1998 and for over 25 years,
Rehoboth has been working to uplift the lives of destitute
women, who are mentally and differently abled. Rehoboth
shelters only destitute women and most of their residents
are picked up from the streets.
Project Objective:
Purchase of Rescue Vehicle, School Van & Ambulance to
help and support the 300 destitute women who are mentally
challenged and for children with special needs. The Rescue
Vehicle will help transportation of the mentally challenged
women; the Ambulance will provide transportation of these
women to the various hospitals in case of any treatment or
medical emergencies; School Van will help to transport the
children with special needs to the special school.
16
Chairman's
Message
Project 14
Highlights
Business
Partner Name - Tamil Nadu Hope Public Charitable Trust
About: The trust was founded in the year 2007 and they
have been rendering services to children, women and
Persons with Intellectual Disability and Autism.
Project Objective:
Construction of Residential Home for orphan children
with intellectual disability & Autism, where students
CSR
will be given residential care and skill training for their
independent living.
Directors
Board of
Project 15
Directors
Partner Name - Tamil Nadu Differently Abled Federation
Report
Trust
About: Tamil Nadu Differently Abled Federation Charitable
Trust, Chennai is a registered non-profit social service
organization working for the welfare of the disabled. It was
formed in the year 2000 by disabled persons for the disabled
and is catering to the multifarious needs of more than 16
lakhs of disabled people in the state.
MDA
Project Objective:
“Stand Without Legs” Bunk Shell shop (Small Petty shop) to
physically disabled to create livelihood for their families to
lead a respectful life in the society.
CG Report
Project 16
Partner Name - Akshaya Patra Foundation
About: The Akshaya Patra Foundation is an independent
charitable trust implementing Government of India’s PM BRSR
POSHAN Initiative (formerly the Mid-Day Meal Scheme) to
solve at scale the overarching societal issues of classroom
hunger and malnutrition in the country. Since the year
2000, they have endeavored to reach out to children with
wholesome mid-day meals every school day by leveraging
technology and effectively harnessing the potential of the
Five Star
Public-Private Partnership (PPP) model.

ESG @
Project Objective:
Purchase of 1 vessel washer Machine (400 VPH) & steam
generator (50 kg) to wash the utensils used to serve food for
around 58,000 students in Pondicherry
Financial
Report
17
Board of Directors
Lakshmipathy Anand Bhama Srinivasaraghavan

Deenadayalan Raghavan Krishnamurthy TT
Chairman & Independent Independent Independent
Managing Director Director Director Director
RMC SRC CSR BRC ACM NRC RMC CSR ACM NRC RMC CSR RMC CSC
ITC CSC ALCO
Lakshmipathy hails from a Chartered Accountant with She has over three decades Graduate in Commerce and
business family and joined over 30 years of experience of experience in Financial holds an MBA degree from
the Company as a Director occupying senior positions Services with a sparkling the Gannon University,
in 2002. He pioneered in Sundaram Finance and career in Small Industries Pennsylvania. He began
the concept of providing Ernst & Young LLP. His Development Bank of India his career as a banker,
secured loans to Small specializations include (SIDBI). She served as Chief before moving to Sundaram
Business Customers and NBFC Regulations, General Manager of SIDBI. Finance in 1983, where he
has been instrumental in Corporate Tax and Foreign Her other directorships spent almost 4 decades
building a portfolio of INR Investment.He is also a include CSB Bank, CIFCO, including 18 years as its
10,000 Crores, without any director on the Boards of and Muthoot Microfinance. Managing Director. He is also
compromise on the pace Muthoot Microfinance, on the Boards of Sundaram
or quality of growth over Shriram Life and SK Finance. Finance, Sundaram Home
the last 2 decades. He was and RK Swami.
appointed as the Managing
Director of the Company
in 2012 and continues to be
the Managing Director fully
involved in all strategic and
operational decisions.
Committee Indications
ACM - Audit Committee NRC - Nomination & Remuneration Committee
RMC - Risk Management Committee CSR - Corporate Social Responsibility Committee
18
Chairman's
Message
Highlights
Business
CSR
Ramkumar Ravishankar Vikram Thirulochand
Directors
Board of
Ramamoorthy GV* Vaidyanathan * Vasan
Independent Non-Executive Non-Executive Non-Executive
Director Director Director Director
RMC SRC ITC ITC ACM NRC BRC SRC BRC CSC
Directors
Report
Associated with Cognizant G V Ravishankar is a Vikram is a MBA graduate Thirulokchand is a Hotel
India for over 22 years, Managing Director at Peak from IIM Bangalore, and Management Graduate with
before retiring as Chairman XV Partners. He has also interned at Procter & over 17 years of experience
and MD, responsible for the worked at McKinsey in the Gamble, Singapore. He in the Hospitality business.
company’s India operations. capacity of an advisor to joined McKinsey & Co. after His areas of expertise
Prior to joining Cognizant, management teams of top his MBA and worked across include Team Management,
Ramkumar worked for Tata Indian Companies. He had a variety of sectors including Customer satisfaction and
MDA
Consultancy Services. He is also worked at Wipro prior to mobile media, TV, retail, Process Optimization.
now a Partner at Catalincs, a McKinsey, where he helped engineering construction
strategic advisory firm that several venture-backed and manufacturing.
helps small tech companies networking start-up clients Currently Vikram is a
scale and grow. on a wide variety of issues. Managing Director at Z47
He has a Masters in Business (Formerly known as Matrix
CG Report
Administration from Indian Partners).
Institute of Management
(IIM), Ahmedabad where he
was awarded the President’s
Gold Medal.
BRSR
Five Star
ESG @
* Resigned w.e.f April 30, 2024
Committee Indications
ITC - IT Strategy Committee BRC - Business & Resource Committee ALCO - Asset & Liability Committee
Financial
CSC - Customer Service Committee SRC - Stakeholder’s Relationship Committee

Report
19
20
21
Directors' Report
Financial ESG @ Directors Board of Business Chairman's

BRSR CG Report MDA CSR
Report Five Star Report Directors Highlights Message
Directors' Report
Your directors have the pleasure in presenting the 40th Annual Report together with the audited financial statements of the
Company for the financial year ended March 31, 2024. The summarised financial results of the Company are presented hereunder:
INR in crores
Particulars FY 2023 - 24 FY 2022 -23
Total Revenue from Operations 2,195.10 1,528.93

Less: Total Expenses 1,079.16 724.19
Profit before tax 1,115.94 804.73
Tax expense 280.01 201.24
Profit after tax 835.92 603.50
Other comprehensive income (1.77) (2.21)
Total comprehensive income 834.15 601.29
Asset under management^ 9,640.59 6,914.83
^ Loan portfolio on gross basis
Your Company has adopted Indian Accounting Standards (IND Your Company is committed to fair and transparent lending and
AS) notified under Section 133 of the Companies Act, 2013 read collection practices and focussing on long-term partnerships
with Companies (Indian Accounting Standards) Rules 2015. with the borrowers, enabling them to repay their loans
successfully.
Company Overview
Your Company is a non-deposit taking Non-Banking Finance The operating and financial performance of your Company
Company (NBFC) registered with the Reserve Bank of India and has been covered in detail in the Management Discussion and
is a NBFC – Investment and Credit Company (NBFC-ICC). Your Analysis report, which forms a part of this report. This year,
Company has been classified as a NBFC in Middle Layer under your Company has achieved impressive results across key
the Reserve Bank of India (Non- Banking Financial Company metrics, which are laid down below.
- Scale Based Regulation) Directions dated October 19, 2023, as
amended from time to time. Operational Metrics
Disbursements
Your Company has been listed on the National Stock Exchange Your Company saw a strong growth in disbursements during
of India Limited and BSE Limited since November 21, 2022. the financial year ended March 31, 2024 marking a disbursement
figure of INR 4,881.4 crores of loans as against INR 3,391.4 crores,
Review of Operations registering a year-on-year (YoY) growth of 43.93%. The average
Your Company provides secured financial solutions to a vital ticket size as on March 31, 2024, stood at INR 3.42 lakhs as
yet often overlooked segment: micro-entrepreneurs, small against average ticket size of INR 3.03 for the disbursals during
business owners, and self-employed individuals. Most of these year ended March 31, 2023. This growth is driven by branch
borrowers often lack access to formal financial institutions and expansion, increased demand, and a larger average ticket size.
rely on informal lenders, friends, or family for their business
and personal needs. Branch Metrics
Your Company follows a contiguous branch expansion strategy,
Recognizing the challenges of evaluating income for these which was continued in the current financial year as well.
borrowers, your Company has developed a proprietary During the financial year ended March 31, 2024, your Company
underwriting model. This model assesses cash flow backed by has added 147 new branches resulting in the branch network
robust monitoring and strong recovery mechanisms, enabling increasing to 520 from 373 during the previous financial year.
the Company to meet the credit needs of the borrowers
effectively. Your Company now operates in the states of Tamil Nadu, Andhra
Pradesh, Karnataka, Telangana, Madhya Pradesh, Maharashtra,
By providing access to financial services, your Company Chhattisgarh, Uttar Pradesh and Rajasthan.
empowers these borrowers to graduate into the formal
financial ecosystem. This transition allows them to benefit The details of branch network as of March 31, 2024 and compared
from potentially lower interest rates and manage repayments against the previous financial year are given below:
over convenient loan terms.
22
Chairman's
Message
No. of Branches
States
March 31, 2024 March 31, 2023
Tamil Nadu (including Pondicherry) 128 106

Andhra Pradesh 172 121
Highlights
Business
Telangana 92 59
Karnataka 41 33
Madhya Pradesh 63 44
Maharashtra 13 6
Chhattisgarh 3 3
Uttar Pradesh 4 1
Rajasthan 4 0
Total 520 373
CSR
Financial Metrics Your directors are confident that the knowledge/experience
During the financial year, your Company has reported a total gained so far in this segment will augur well towards building
revenue from operations of INR 2,195.10 crores, as against INR a robust portfolio.
1,528.93 crores with a growth of 43.57% over previous financial
Directors
Board of
year. Profit before tax was at INR 1,115.94 crores as against INR A more detailed industry and Company outlook, along with
804.73 crores with a growth of 38.67% over the previous financial other operational aspects, can be found in the Management
year. Profit after Tax was at INR 835.92 crores as against INR Discussion and Analysis report forming part of this Annual
603.50 crores with a growth of 38.51% over the previous financial Report.
year. The Company’s net worth stood at INR 5,196.15 crores as on
March 31, 2024 (INR 4,339.53 crores as of March 31, 2023). Resource Mobilization
Your Company’s overall borrowing is guided by a policy duly
Directors
Report
The total loan assets under management as at March 31, 2024, approved by the Board of Directors. Your Company has vide
increased to INR 9,640.59 crores from INR 6,914.83 crores during special resolution passed on September 16, 2023, under Section
the previous financial year registering a growth of 39.42%. 180 (1)(c) of the Act, authorized the Board of Directors to borrow
money upon such terms and conditions as the Board may think
Asset Quality fit in excess of the aggregate of paid up share capital and free
Your Company has a strong collection and proactive recovery reserves of the Company up to an amount of INR 8,000 crores.
management system that led to robust asset quality for the
MDA
financial year ended March 31, 2024, with Gross Stage 3 Assets of Your Company manages its borrowings structure through a
1.38%, which is one of the best amongst companies operating in prudent Asset - Liability Management. This approach includes
this customer segment. The strong asset quality is a testimony diversifying funding sources, optimising loan tenors and
to your Company’s business model, rigorous underwriting strategically planning borrowing timings to maintain optimal
norms, strong execution capability and the never-say-no borrowing costs.
attitude of an amazing team. The Company is in compliance
CG Report
with daily DPD recognition and revised upgradation norms During the financial year, your Company continued to broaden
issued by RBI vide their circulars on Prudential Norms on its funding base by securing term loans from banks, carrying
Income recognition and Asset classification dated November out Securitisation transactions and also issuing Secured Non-
12, 2021 and February 15, 2022. Convertible Debentures through private placement. Your
Company has also successfully added four new lenders to our
Your Company’s assets have been classified into various stages funding network. All these were done with the twin objectives
based on expected performance, after taking all applicable of achieving diversification in funding sources and maintaining BRSR
regulatory guidelines into account. Exposure at Default (EAD) an optimal cost.
is the total amount outstanding including accrued interest as
on the reporting date. For the year ended March 31, 2024, your Your Company’s approach towards borrowings (outlined above)
Company reported Gross Stage 3 Assets and Net Stage 3 Assets has yielded positive results. The weighted average cost on the
(under the revised Income Recognition and Asset Classification overall borrowing book (including securitization transactions)
norms) of 1.38% and 0.63% respectively as against 1.36% and decreased to 9.71% as of March 31, 2024, compared to 10.12% in the
Five Star
0.69% respectively in the previous financial year. previous financial year. As of the same date, your Company’s
ESG @
funding sources consisted primarily of term loans from banks

Prospects and financial institutions (77%), followed by Securitization (17%),
The Indian credit market holds immense potential, particularly Non-Convertible Debentures (5%) and External Commercial
for lending to micro-entrepreneurs and self-employed Borrowings (1%).
individuals who lack access to formal financial channels. The
CRISIL report on market potential, available as part of the Offer Term Loans: During the financial year, your Company has availed
Financial
documents of your Company, pegs this demand at 22 trillion. fresh borrowings aggregating to INR 3,929.12 crores, including
Report
23
fresh Term Loans from Banks and Financial Institutions of INR Statutory and Regulatory Compliances
3,139.95 crores. The outstanding total borrowings as at March 31, Your Company is committed to adhering and complying with
2024 were INR 6,315.84 crores. The weighted average tenure of all applicable directions, regulations, provisions, guidelines
fresh loans raised during the financial year under review was and prudential norms set forth by the Reserve Bank of India,
around 62 months. SEBI (LODR) Regulations, 2015, Companies Act, 2013, Foreign
Exchange Management Act (FEMA), 1999, Income Tax Act, 1961
Securitization: Your Company has actively tapped the and the rules and regulations framed thereunder.
Securitization (PTC) market, which has enabled it to create
liquidity, reduce cost of funds and minimize asset liability Your Company has complied with all the applicable provisions
mismatches. of Secretarial Standards issued by Institute of Company
Secretaries of India in respect of meetings of the board of
During the year, your Company has securitised receivables directors and general meetings held during the financial year
worth INR 656.49 crores for a sale consideration of INR 584.17 ended March 31, 2024.
crores. These Securitisation transactions were carried out in
line with RBI guidelines on Securitization of Standard Assets Credit Rating
and accounted in line with Indian Accounting Standards. During the financial year, credit rating of your Company has
been upgraded to AA- (Double A Minus) with Stable outlook
Debentures: During the financial year, your Company has made by CARE Ratings Limited. ICRA and India Ratings & Research
fresh issuance of Debentures amounting to INR 205 crores. Private Limited had already upgraded their credit ratings to AA-
Further, Your Company has been very prompt in payment of (Double A Minus) towards the end of the previous financial year.
its interest and principal obligations for the financial year
ended March 31, 2024, and has complied with all the disclosure As of March 31, 2024, your Company’s borrowings enjoy the
requirements stipulated under SEBI (LODR) Regulations, 2015. following ratings from ICRA, CARE, India Ratings & Research
and CRISIL.
Commercial Paper (CP): Your Company has not issued any
Commercial Paper and Short-Term Instruments during the
financial year ended March 31, 2024.
Rating Agency Instrument Rating
ICRA Bank Facilities ICRA AA- (Stable)

Non-Convertible Debentures ICRA AA- (Stable)
Securitization ICRA AAA (SO) / AA+ (SO) / AA (SO)
India Ratings & Research Bank Facilities IND AA-/Stable

Non-Convertible Debentures IND AA-/Stable
CARE Long term Bank Facilities CARE AA-; Stable

Long term/Short term Bank facilities CARE AA-; Stable / CARE A1+
Commercial Paper CARE A1+
CRISIL DA under PCG Scheme of GoI CRISIL AAA (SO)
Change in Nature of Business Transfer to Reserves

There was no change in the nature of business of your Company Your Company transferred a sum of INR 167.18 crores to the
during the financial year ended March 31, 2024. statutory reserve as required under the Reserve Bank of India
Act, 1934.
Dividend
Your Directors have decided not to recommend any dividend Deposits
for the financial year ended March 31, 2024, and the profit for the Your Company is a non-deposit taking Company. The Company
year will be ploughed back into the business. has not accepted any public deposits during the financial year
ended March 31, 2024.
Dividend Distribution Policy
Your Company has adopted a Dividend Distribution Policy Capital Adequacy Ratio
outlining the framework for considering dividend payouts to Capital Adequacy Ratio of your Company as at March 31, 2024
shareholders of the Company. This policy considers various stood at 50.50%, as against the minimum requirement of 15%
internal and external factors evaluated by the Board. The policy stipulated by Reserve Bank of India.
is available on our website at https://fivestargroup.in/investors/.
24
Chairman's
Message
Your Company has carried out an Internal Capital Adequacy and The ASOP schemes are in compliance with Securities and
Assessment Process (ICAAP) and is adequately capitalized as Exchange Board of India (Share Based Employee Benefits and
per the assessment. Sweat Equity) Regulations, 2021 (SEBI (SBEB) Regulations) and
the Companies Act, 2013.
Highlights
Share Capital
Business
During the financial year, your Company has allotted 64,060 A certificate from secretarial auditor M/s Sandeep & Associates,
fully paid -up equity shares under Five-Star Associate Stock Practicing Company Secretaries confirming implementation
Option Scheme 2015 and 10,19,040 fully paid -up equity shares of ASOP schemes in accordance with SEBI (SBEB) Regulations
under Five-Star Associate Stock Option Scheme 2018. and shareholders resolutions obtained, will be placed before
the shareholders at the Annual General Meeting.
The Company has only one class of equity shares and the
authorised share capital of the Company as on March 31, 2024, In terms of Regulation 14 of SEBI (SBEB) Regulations, the
CSR
was INR 55,00,00,000 divided into 55,00,00,000 equity shares of disclosures with respect to ASOP 2015, ASOP 2018 and ASOP
INR 1 each. The subscribed, issued and paid-up capital as on 2023 have been provided on the website of the Company at
said date is 29,24,49,220 equity shares of INR 1 each. https://fivestargroup.in/investors/.
Subsidiaries, Joint Ventures, Associate Companies Annual Return

Your Company does not have any Subsidiary/Associate/ Joint The Annual Return in form MGT 7 referred to in Section
Directors
Board of
Venture Company. Also, during the financial year, your Company 134(3)(a) and Section 92(3) of the Companies Act, 2013 read
has not formed/incorporated/become a Subsidiary/Associate/ with Companies (Management and Administration) Rules,
Joint Venture Company. 2014 and Regulation 62(1)(K) of the SEBI (LODR) Regulations,
2015 is available on the website of the Company at
Related Party Transactions https://fivestargroup.in/investors/.
Your Company has in place a policy on related party transactions
as approved by the board and the same is available on the Particulars of Loans, Guarantees or Investments
Directors
Report
website of the Company at https://fivestargroup.in/investors/. The Company being an NBFC, the disclosures regarding
particulars of loans given, guarantees given and security
All transactions with related parties that were entered into provided is exempted under Section 186(11) of the Companies
during the financial year were on arm’s length basis and Act, 2013. With regard to Investments made by the Company, the
in ordinary course of business. There were no materially details are provided in note no. 7 of the financial statements.
significant transactions made by the Company with promoters,
directors, key managerial personnel or other designated Material Changes Affecting the Financial Position of the
MDA
persons which may have a potential conflict with the interest Company
of the Company. There were no contracts or arrangements There are no material changes and commitments having an
entered into with related parties during the year to be disclosed adverse bearing on the financial position of the Company
under sections 188(1) and 134(3)(h) of the Companies Act, 2013 between March 31, 2024, and the date of this report.
in form AOC 2. All proposed transactions with related parties
were placed before the audit committee for prior approval Information as per Section 134(3)(m) of the Companies Act, 2013
CG Report
at the beginning of the financial year/quarter. The details of The provisions related to conservation of energy and technology
transactions so entered with related parties were placed before absorption under Section 134(3)(m) of the Companies Act,
the audit committee for review on a quarterly basis. 2013 do not apply to our Company as your Company is not a
manufacturing entity. However, Your Company is committed to
Employee Stock Option Schemes increasing the use of information technology and promoting
During the financial year, the Company has framed a new ASOP resource conservation in its operations.
scheme viz. Five Star Associate Stock Option Scheme 2023
(ASOP 2023) pursuant to the approval of Shareholders at the During the financial year ended March 31, 2024, the Company
BRSR
Annual General Meeting held on September 16, 2023. Presently, incurred foreign currency expenditure of INR 385.65 crores
Company has the following ASOP schemes: with no foreign currency earnings.
1. Five-Star Associate Stock Option Scheme 2015 (ASOP 2015)
2. Five-Star Associate Stock Option Scheme 2018 (ASOP 2018) and Information as per clauses (xi) and (xii) of Rule 8(5) of the
3. Five Star Associate Stock Option Scheme 2023 (ASOP 2023) Companies (Accounts) Rules, 2014
There was no application made or any proceeding pending
Five Star
ESG @
The Company has not made any material changes to the under the Insolvency and Bankruptcy Code, 2016 during the
aforesaid schemes during the financial year ended March 31, financial year ended March 31, 2024.
2024. Pursuant to Regulation 12(1) of Securities and Exchange
Board of India (Share Based Employee Benefits and Sweat The Company has not entered into any one-time settlement
Equity) Regulations, 2021, the ASOP 2015 and ASOP 2018 Schemes with its lenders during the financial year ended March 31, 2024,
were ratified at the shareholders meeting of the Company held and therefore the requirements of clause (xii) of Rule 8(5) of the
Financial
on September 16, 2023. Companies (Accounts) Rules, 2014 are not applicable.
Report
25
Significant and Material Orders passed by the Regulators or Human Resource Development
Courts or Tribunals Attracting and Retaining Top Performers: Your Company's
There are no significant and material orders passed by the success hinges on the quality and expertise of its workforce.
Regulators or Courts or Tribunals impacting the going concern Attracting, retaining, and fairly compensating talented
status of your Company’s and its future operations. professionals are core elements of your Company’s business
strategy. Your Company leverages a strong Management team
Agreements binding on listed entities with deep industry expertise, complemented by an enthusiastic
There are no agreements between shareholders, promoters, execution team at the branch level who consistently deliver
related parties, directors, or employees, either amongst exceptional results.
themselves or with the Company, impacting management
control, restrictions or liabilities that require disclosure to Optimizing Staff Strength for Growth: Your Company
Stock Exchanges. This includes agreements with the listed meticulously studied customer acquisition, credit delivery,
entity, holding companies, subsidiaries, or associates. collection processes, and staff strength of similar NBFCs
to optimize our staffing levels. This analysis considered
Risk Management differences in business models and resulted in streamlined
Your Company understands the importance of effective risk regional and branch staffing, adding personnel in critical
management. Your Company has implemented robust risk functional areas as needed.
management policies, systems, and processes to manage
credit, operational, market (interest rate and liquidity), and Investing in People: Your Company invests heavily in employee
reputational risks. This includes: development through training programs for frontline sales,
marketing, credit, and other staff, including KYC and FPC
Underwriting Measures: Your Company utilizes various certifications. Your Company also offer a mix of on-the-job and
measures during the underwriting process to assess risk, off-the-job training opportunities.
such as requiring multiple applicants/co-applicants, credit
bureau checks, field investigations using the "3 Cs" approach Competitive Compensation and Benefits: Your Company has
i.e. assessing the Character, Cashflow, Collateral, multiple benchmarked its compensation packages against market
verification layers, prudent loan-to-value ratios, conservative standards to attract and retain the talent needed to propel
debt service capacity analysis, and thorough legal document its future growth. This focus ensures securing high-calibre
reviews. All these processes help your Company assess both professionals for both middle and senior management
the intention and the ability of the borrower(s) to repay. positions, as well as branch personnel. As of March 31, 2024,
your Company had 9,327 employees across branches, regional
Risk Management Committee (RMC): The RMC oversees risk offices, and the head office.
assessment and minimization procedures, ensuring that
the executive management controls risk through a defined Board of Directors
framework. The RMC also reviews credit and portfolio risk Your Company boasts a well-diversified Board in terms of
management and operational and process risk management. experience and expertise. The Board members are accomplished
Your Company has a Chief Risk Officer responsible for individuals with a proven track record of competence and
identifying, measuring, and mitigating risks, as well as integrity. They are highly committed to your Company and
informing the Board, committees, and management of potential dedicate ample time to Board meetings and preparation.
risks.
The Board of Directors comprises 8 (eight) directors, including
Asset Liability Committee (ALCO): The ALCO ensures liquidity 4 (four) Independent Directors (one of whom is a woman), 3
and interest rate risks are managed within established limits. (three) Non-Executive Directors, and 1 (one) Executive Director
(Chairman & Managing Director), as of March 31, 2024. Details on
Continuous Improvement: Your Company’s risk management the Board composition are provided below:
framework is dynamic and adapts to evolving risk perceptions.
Name of the Director Designation DIN

Lakshmipathy Deenadayalan Chairman & Managing Director 01723269
Anand Raghavan Independent Director 00243485
T T Srinivasaraghavan Independent Director 00018247
Bhama Krishnamurthy Independent Director 02196839
Ramkumar Ramamoorthy Independent Director 07936844
G V Ravishankar Non-Executive Director 02604007
Vikram Vaidyanathan Non-Executive Director 06764019
Thirulokchand Vasan Non-Executive Director 07679930
26
Chairman's
Message
Changes in Board during the Financial Year In the opinion of the Board of Directors, the Independent
During the financial year, Mr Thirulokchand Vasan, Non- Directors of your Company satisfy the necessary attributes as
Executive Director (DIN 07679930), retired by rotation and being to integrity, experience (including proficiency) and high levels
eligible offered himself for reappointment in the last Annual of skill and expertise.
Highlights
General meeting of the Company held on September 16, 2023.
Business
Formal Annual Evaluation
There were no appointment/resignation or change in As per the provisions of the Companies Act, 2013, SEBI (LODR)
designation of directorships during the financial year ended Regulations, 2015 and Directors Appointment, Remuneration
March 31, 2024. and Evaluation Policy, the Board carried out an annual
evaluation of its own performance, performance of all the
Changes in Board after the Financial Year directors individually including the Chairman and the
Mr Vikram Vaidyanathan (DIN: 06764019), non-executive Director performance of its committees.
CSR
representing Matrix Partners India Investment Holdings II, LLC
and Mr G V Ravishankar (DIN: 02604007), non-executive director A structured exercise was carried out based on the
representing Peak XV Partners Investments V stepped down criteria for evaluation forming part of the Directors
from their Directorship w.e.f April 30, 2024. Details relating to Appointment, Remuneration and Evaluation Policy. The
their resignations are available on the website of the Company said policy is available on the website of the Company at
https://fivestargroup.in/investors/ and stock exchanges viz https://fivestargroup.in/investors/. The performance
Directors
Board of
www.bseindia.com and www.nseindia.com. evaluation of the Independent Directors was carried out by
the entire Board. The Independent Directors at their separate
Director Retiring by Rotation meeting held during the year have evaluated and reviewed
In terms of Section 152(6) of the Act read with the Articles of the performance of the Non- Independent Directors as well
Association of the Company, not less than one-third of the total as the Board's overall performance in terms of the quantity,
number of retiring directors should retire by rotation, at every quality, and timeliness of information exchanged between the
Annual General Meeting. For the purpose of this section, the Management and the Board. The board evaluation process was
Directors
Report
total number of directors to retire by rotation shall not include conducted in a secured digital mode.
Independent Directors.
Internal Financial Controls
As per provisions of Section 152(6) of the Companies Act 2013, Mr Your Company has a robust internal financial control framework
Thirulokchand Vasan (DIN: 07679930) would retire by rotation with clear policies and procedures to ensure the highest
and being eligible offered himself for re-appointment at the standards of integrity, transparency, and corporate governance.
40th Annual General Meeting of the Company. Internal Financial Controls of your Company are designed to:
MDA
• Ensure orderly and efficient business conduct, including
Key Managerial Personnel adherence to policies.
Pursuant to the provisions of Section 203 of the Companies • Safeguard assets.
Act, 2013 read with the rules made there under, the following • Prevent and detect fraud and errors.
employees are the whole- time key managerial personnel of the • Maintain accurate and complete accounting records.
Company as on March 31, 2024: • Ensure timely preparation of reliable financial information.
CG Report
a. Mr Lakshmipathy Deenadayalan, Chairman and Managing
Director (DIN: 01723269) The Company has established clear delegations of authority
b. Mr Rangarajan Krishnan, Chief Executive Officer and standard operating procedures across all functions. These
c. Mr Srikanth Gopalakrishnan, Chief Financial Officer controls are reviewed periodically at all levels. Risk and control
d. Ms Shalini Baskaran, Company Secretary matrices are also regularly reviewed, and control measures are
tested and documented. These practices ensure the adequacy
There are no changes in the composition of Key Managerial of our internal financial controls in relation to the scale of
Personnel between the financial year end date and the date of operations of the Company.
BRSR
this report.
An independent consulting firm assists the Company in
Declaration from Independent Directors developing and periodically updating risk control metrics,
Pursuant to Section 149(7) of the Companies Act, 2013 read test plans and independent testing procedures to evaluate the
along with Rule 6 of the Companies (Appointment and effectiveness of the controls. The findings of the consulting
Qualifications of Directors) Rules, 2014 of the Companies Act, firm are presented to the Audit Committee.
Five Star
ESG @
2013 and Regulation 25(8) of the SEBI (LODR) Regulations, 2015,

the Company has received necessary declarations/ disclosures Your Company has also built a strong Internal Audit mechanism,
from each of the Independent Directors of the Company stating where audits are done on regular basis by both in house Internal
that he/she meets the criteria of independence as required Audit team and External Internal Auditors of the Company.
under Section 149(6) of the Companies Act, 2013 and that he/she
has a valid certificate of registration for his/her enrollment into The Audit Committee of the Company regularly reviews
Financial
the data bank for Independent Directors. and monitors systems, internal controls, risk management
Report
27
measures, accounting procedures, financial management Your Company has 2 software in respect of which audit trail
and operations of the Company and also the findings and reporting becomes applicable – the accounting software and
recommendations presented by the Internal Audit team and the customer loan management software.
External Internal Auditors as part of their periodic reports.
Your Company uses Oracle Fusion as its accounting software
Auditors and Auditor’s report and Finnone Neo as its Customer Loan Management software.
Statutory Auditors Both these are very well acclaimed software; Oracle Fusion is
M/s S R Batliboi & Associates LLP, Chartered Accountants, used by many players for their General Ledger requirements,
were appointed as the Statutory Auditors of the Company for a both in the financial services industry and outside. Finnone
period of three consecutive financial years at the Extraordinary Neo is an LMS that is used by large NBFCs and banks to manage
General Meeting held on March 11, 2022 till the conclusion of their loan portfolios. These software come with lots of in-
the 40th Annual General Meeting. The term of M/s S R Batliboi built controls to ensure that the transactions made reflect the
& Associates LLP will expire in the forthcoming 40th Annual financial and loan positions accurately.
General Meeting.
This is the first year when we have implemented Oracle Fusion,
Pursuant to Section 139 of the Companies Act, 2013 read with and this is managed by a third-party software service provider.
guidelines on appointment of Statutory Auditors issued As stated in the Auditors Report, the accounting software used
by Reserve Bank of India dated April 27, 2021, the Board of for maintaining books of account has a feature of recording
Directors have proposed to appoint M/s Deloitte Haskins & audit trail (edit log) facility and this has operated throughout
Sells, Chartered Accountants, as the Statutory Auditors of the the year for all relevant transactions recorded in the software.
Company for a period of three consecutive financial years viz. The Auditors have also not noted any instances of the audit
2024-25, 2025-26, and 2026-27 (i.e from the conclusion of the 40th trail feature having been tampered with at the application level.
AGM till the conclusion of the 43rd AGM) and recommended Further, the accounting software is operated on a SaaS (Software
the same to the shareholders for approval. The Company has as a Service) model and hence it is completely managed by
received a confirmation letter from the M/s Deloitte Haskins & a third-party vendor. The database for this application is
Sells that they are not disqualified and are eligible to hold the managed by Oracle and any change to the database can be done
office as Auditors of the Company, if appointed. only using a service request to third party vendor support team,
and no such requests were made by your Company employees
Statutory Auditors Report on Financial Statements during the year. So, neither do they have any option to edit the
The statutory audit report is annexed with the financial database in any manner nor have they raised any request for
statements and forms a part of this report. The report indicates editing the same; however, the Service Organisation Controls
a clean audit with no qualifications, reservations, adverse report provided by the third-party service provider did not
remarks, or disclaimers. comment specifically on the audit trail feature being enabled at
a database level. Due to this, the auditors have stated that they
Fraud Reported by Auditors are unable to comment on the enablement and non-tampering
There were no instances of frauds reported by the auditors of audit trail feature at a database level. The Management is
during the financial year ended March 31, 2024 under Section in discussion with the third-party service provider to clearly
143(12) of the Companies Act, 2013. report on the audit trail feature for the database in their Service
Organisation Controls report going forward.
Audit Trail Reporting
Effective April 1, 2023, Sections 128 and 143(3)(j) of the Companies In respect of the customer loan management software, while the
Act, 2013 rule 3(1) of Companies (Accounts) Rules, 2014 and rule software currently does not support the audit trail feature, the
11(g) of Companies (Audit and Auditors) Rules, 2011 require software contains the trail data of all the transactions carried
the auditor of a Company to report whether the accounting out by individual users. Moreover, alternate controls such as no
software used by the Company to maintain books of account access to edit the database in any manner, restricted access to
has an audit trail feature. The auditors report shall report on 4 application masters, specific role-based access, maker-checker
aspects: mechanism etc are also available to ensure no tampering of
1. Whether the accounting software used by a Company has a the system or data. Your Company shall ensure that we get the
feature of recording audit trail (edit log) facility necessary features built into the loan management system so
2. Whether the same has been operated throughout the year for as to make it compliant from an audit trail perspective.
all transactions recorded in the software
3. Whether the audit trail feature has not been tampered with Notwithstanding the above, the Auditors Report does not
4. Whether the audit trail has been preserved by the Company contain any qualifications and they have also confirmed
as per the statutory requirements for record retention (this is adequacy of Internal Financial Controls in your Company.
effective from April 1, 2024) As stated above, in line with maintaining high standards of
compliance, your Company shall take steps to ensure that all the
An audit trail is a chronological, date, and time-stamped software used would meet the requirements of the guidelines
record of a specific transaction from the time its entry is made in the forthcoming financial year.
in the accounting software through various changes to it.
28
Chairman's
Message
Internal Auditor the compliance structure, strengthen the HR Management
To ensure the effectiveness of internal control systems, your systems, and bring in system-based controls & efficiencies to
Company maintains a robust internal audit system, combining treasury operations.
an external audit firm viz. M/s Sundaram & Srinivasan, Chartered
Highlights
Accountants with an in-house team. This comprehensive As stated above, your Company would continue to make
Business
approach ensures thorough review of all operations of the necessary investments in technology towards the following
Company regularly. The audit teams regularly assess the areas:
adequacy of control measures and recommend improvements a. Deploying the most appropriate software and applications
as needed. to drive higher automation and operational efficiencies,
digitization of the value chain and enhanced user experience.
The Audit Committee oversees the internal audit functions, b. Leveraging data of high quality and integrity for analysing
scope of internal audit and reviews its effectiveness. patterns and aiding strategic and operational decision
CSR
making
Secretarial Auditor c. Using newer digital technologies, including Machine
M/s S Sandeep & Associates, Practicing Company Secretaries Learning, AI and language models for customer scoring
were appointed to conduct the secretarial audit of the Company which will all aid in better risk management.
for the financial year 2023-24, as required under Section 204
of the Companies Act, 2013 and rules made thereunder and On the infrastructure part, the IT Strategy Committee of the
Directors
Board of
Regulation 24A of SEBI (LODR) Regulations, 2015. Company has established comprehensive policies related
to IT governance, asset management, business continuity,
The secretarial audit report for the financial year ended March outsourcing, information security and cybersecurity, and
31, 2024, forms part of this report as Annexure A and does not incident management, among others. Given the heterogenous
contain any qualification, reservation or adverse remarks. footprint of technologies and IT systems as well as
integration of systems with external partners, the IT Strategy
Cost Records and Cost Audit Committee periodically reviews the enterprise architecture
Directors
Report
The provisions for maintaining cost records and undergoing a for dependencies and interoperability and conducts regular
cost audit, as per Section 148(1) of the Companies Act, 2013 are vulnerability assessments and penetration testing to identify
not applicable to your Company's business activities. and minimize any internal or external threats. An independent
information systems audit was also conducted during the year,
Information Technology the findings of which are elaborately discussed, and actions are
Technology plays a vital role in every Company’s business taken within defined timelines.
strategy and operations. In line with this, your Company has
MDA
implemented a robust IT framework that supports seamless Corporate Social Responsibility (CSR)
business processes across all functions—from sourcing, Your Company is committed to fulfilling its social responsibility
underwriting, loan approvals, disbursements, collections and obligations. Your Company has adopted a CSR Policy as
back-office operations, providing a unique experience to all mandated by the Companies Act, 2013 read with the Companies
stakeholders along with high levels of security and privacy. (Corporate Social Responsibility Policy) Rules, 2014. The
policy is available on the on the 'website of the Company at
CG Report
Your Company has made significant investments in technology https://fivestargroup.in/investors/.
and is committed to ongoing investments in technology,
enabling higher levels of efficiency, effectiveness, regulatory As per aforesaid provisions of the Companies Act, 2013, your
compliance, competitive advantage and innovation. This Company was required to spend INR 12.71 crores towards CSR
includes deploying world-class software for all core operations initiatives, representing 2% of the average net profits of the
of the Company and for frictionless scaling, leveraging third- Company from the past three financial years. Your Company
party API infrastructure for digitization and interoperability, has exceeded this requirement by contributing INR 12.74 crores
using data analytics and machine learning for underwriting towards CSR during the financial year ended March 31, 2024.
BRSR
and portfolio analysis in addition to building a robust credit
scoring model, and investing in tools for appropriate business The Annual Report on CSR activities for the financial year
continuity and security. These initiatives have enabled us in ended March 31, 2024, is attached as Annexure B to this Report.
making faster and more effective decisions, improved our
customer engagement and shortened turnaround times. Whistle Blower Policy and Vigil Mechanism
As per the provisions of Section 177(9) of the Companies Act,
Five Star
ESG @
Further, during the financial year ended March 31, 2024, 2013, and Regulation 22 of the SEBI (LODR) Regulations, 2015,
your Company has implemented newer systems for Loan your Company has established a Vigil Mechanism and has
Origination and Underwriting, Accounting and General Ledger, adopted a Whistle Blower Policy for directors and employees
Human Resources, Treasury and Compliance. These systems to report their genuine concerns. The Whistle Blower Policy
would help bring in enhanced operational efficiency, much has been formulated with a view to provide a mechanism for
more sophisticated financial reporting framework, automate employees and directors to approach the Audit Committee of
Financial
Report
29
the Company. The said policy is available on the website of the Disclosures under POSH Act, 2013
Company at https://fivestargroup.in/investors/. The Company has in place a policy for Prevention of Sexual
Harassment in line with the requirements of the Sexual
The Vigil mechanism of the Company is overseen by the Harassment of Women at the Workplace (Prevention,
Audit Committee and provides adequate safeguard against Prohibition and Redressal) Act, 2013 (POSH Act) and
victimization of employees and directors and also provides the same is available on the website of the Company at
direct access to the Chairperson of the Audit Committee in https://fivestargroup.in/investors/. Your Company has
exceptional circumstances. complied with the provisions relating to the constitution of
Internal Complaints Committees (ICC) under POSH Act. ICC has
During the financial year, no complaints were received by the been set up to redress complaints received regarding sexual
Company and no complaints are outstanding as on March 31, harassment.
2024.
During the financial year, no complaints were received. None
Board and its Committees was pending unresolved as on March 31, 2024.
During the financial year ended March 31, 2024, 8 (Eight) Board
Meetings were held on April 19, 2023, May 09, 2023, July 29, 2023, Particulars of Employees and Related Disclosures
August 16, 2023, October 31, 2023, February 01, 2024, February In terms of the provisions of Section 197(12) of the Companies
29, 2024 and March 16, 2024, and not more than 120 days elapsed Act, 2013 read with Rule 5(1) of the Companies (Appointment
between any two meetings. and Remuneration of Managerial Personnel) Rules, 2014, the
disclosures with respect to the remuneration of Directors, Key
The details of composition of the Board and its Committees, Managerial Personnel and employees of the Company forms
terms of reference of the Committees and the details of part of this report as Annexure F.
meetings held during the financial year are furnished in the
Corporate Governance Report. The statement containing details of employees as required
in terms of Section 197 of the Act read with Rule 5(2) and Rule
Management Discussion and Analysis 5(3) of the Companies (Appointment and Remuneration of
A report on the Management Discussion and Analysis (MDA), Managerial Personnel) Rules, 2014, is available for inspection
highlighting the business-wise details is attached and forms at the Registered Office of the Company during working hours
part of this report as Annexure C. for a period of 21 days before the date of the ensuing Annual
General Meeting. In terms of the provisions of Section 136 of
Corporate Governance the Act read with the said Rule, the Directors’ Report is being
Your Company is committed to upholding the highest standards sent to the shareholders excluding the said statement. If any
of Corporate Governance, adhering to all relevant regulations. A member is interested in obtaining a copy, such member may
report on Corporate Governance is enclosed and forms part of send an e-mail to the Company secretary in this regard.
this report as Annexure D.
Investor Relations
The Chief Executive Officer and the Chief Financial Officer Your Company prioritizes open communication and
have submitted a compliance certificate to the board regarding engagement with all investors, both current and potential,
the financial statements and other matters as required under as well as analysts. Your Company is focused on ensuring
regulation 17(8) of the SEBI (LODR) Regulations, 2015. transparency and providing timely information through
periodic earnings calls, video conferences, active conference
A Certificate from a Practicing Company Secretary affirming the participation and one-on-one meetings.
compliance of Corporate Governance norms as required under
SEBI (LODR) Regulations, 2015 is annexed to the Corporate The intent is seen as a benchmark in terms of investor outreach
Governance report. by fostering a culture of transparency and accessibility.
Business Responsibility and Sustainability Reporting Your Company believes that informed investors are essential
As per Regulation 34(2)(f) of SEBI (LODR) Regulations, for a healthy market and intent achieving this by:
2015, the top 1,000 (one thousand) listed entities based on • Website Disclosure: Critical information is readily available
market capitalization shall attach a Business Responsibility on the Company’s website, ensuring easy access for all
and Sustainability Report (BRSR) with the Annual Report, investors.
describing the environmental, social and governance initiatives • Stock Exchange Notifications: Proactively notifying stock
undertaken by the listed entities. exchanges on upcoming events like earnings calls, quarterly
and annual results announcements and any other information
In line with this regulation, your Company has put together that might impact the share price of the Company.
a BRSR report (along with an Environmental, Social and • Meeting Disclosures: Disclosure to stock exchanges of any
Governance (ESG) report) which outline the initiatives potential meetings with investors and analysts who express
undertaken by your Company across these 3 parameters. The interest in connecting with the management team of the
BRSR report also forms part of this report as Annexure E. Company.
30
Chairman's
Message
Through these efforts, your Company aims to equip investors c. the Directors have taken proper and sufficient care for the
with the information they need to make informed investment maintenance of adequate accounting records in accordance
decisions. with the provisions of this Act for safeguarding the assets
of the Company and for preventing and detecting fraud and
Highlights
Directors’ Responsibility Statement other irregularities;
Business
The Board of Directors have instituted / put in place a framework d. the Directors have prepared the annual accounts on a going
of internal financial controls and compliance systems, which concern basis;
is reviewed by the management and the relevant board e. the Directors have laid down internal financial controls,
committees, including the audit committee and independently which are adequate and operating effectively and
reviewed by the auditors. f. the directors have devised proper systems to ensure
compliance with the provisions of all applicable laws and
Pursuant to Section 134(5) of the Companies Act, 2013, the Board that such systems were adequate and operating effectively.
CSR
of Directors, confirm that:
a. in the preparation of the annual accounts, the applicable Acknowledgement
accounting standards have been followed along with proper Your Directors wish to thank the shareholders, customers,
explanation relating to material departures; employees, bankers, non-bank lenders, mutual funds, financial
b. the Directors have selected such accounting policies institutions, debenture trustees, R&T agent, credit rating
and applied them consistently and made judgments and agencies and auditors for their co-operation and continued
Directors
Board of
estimates that are reasonable and prudent so as to give a true support to the Company. The directors also thank the employees
and fair view of the state of affairs of the Company at the end for their contribution during the financial year ended March 31,
of the financial year and of the profit of the Company for that 2024.
period;
Directors
Report
MDA
CG Report
BRSR
Five Star
ESG @
For and on behalf of the Board of Directors

Place: Chennai Chairman & Managing Director

Financial
Date: April 30, 2024 DIN: 01723269

Report
31
Annexure A
FORM NO. MR-3

SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED MARCH 31, 2024
[Pursuant to section 204(1) of the Companies Act, 2013 and rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To, • Securities and Exchange Board of India (Registrars to an

The Members, Issue and Transfer Agents) Regulations, 1993, regarding
Five-Star Business Finance Limited Companies Act and dealing with client;
New No.27, Old No.4, Taylor’s Road, • Securities and Exchange Board of India (Substantial
Kilpauk, Chennai – 600010. Acquisition of Shares and Takeovers) Regulations, 2011;
• Securities and Exchange Board of India (Prohibition of
We have conducted the secretarial audit of the compliance of Insider Trading) Regulations,2015;
applicable statutory provisions and the adherence to good • Securities and Exchange Board of India (Listing Obligations
corporate practices by M/s. FIVE-STAR BUSINESS FINANCE and Disclosure Requirements) Regulations, 2015;
LIMITED (CIN: L65991TN1984PLC010844) (hereinafter called “the • Securities and Exchange Board of India (Depositories and
Company”). The Secretarial Audit was conducted in a manner Participants) Regulations 2018;
that provided us a reasonable basis for evaluating the corporate • Securities and Exchange Board of India (Share Based
conducts/statutory compliances and expressing our opinion Employee Benefits and Sweat Equity) Regulations, 2021;
thereon. • Securities and Exchange Board of India (Buyback of
Securities) Regulations, 2018; Not Applicable for the year
Based on our verification of M/s. FIVE-STAR BUSINESS FINANCE under review.
LIMITED’s books, papers, minute books, forms and returns filed • Securities and Exchange Board of India (Issue and Listing of
and other records maintained by the company and also the Non-Convertible Securities) Regulations, 2021;
information provided by the Company, its officers, agents and • Securities and Exchange Board of India (Issue of Capital and
authorized representatives during the conduct of secretarial Disclosure Requirements), 2018; Not applicable for the year
audit, the explanations and clarifications given to us and the under review.
representations made by the Management, and considering • Securities and Exchange Board of India (Delisting of Equity
the relaxations granted by the Ministry of Corporate Affairs Shares) Regulations, 2021; Not applicable for the year under
and Securities and Exchange Board of India, we hereby report review.
that in our opinion, the company has, during the audit period f. Reserve Bank of India Act, 1934, RBI Directions and Guidelines
covering the financial year ended March 31, 2024, generally, as applicable to the NBFCs including Master Direction - Non-
has complied with the statutory provisions listed hereunder Banking Financial Company - Systemically Important Non-
and also that the Company has proper Board processes and Deposit taking Company and Deposit taking Company, The
compliance mechanism in place to the extent, in the manner Prevention of Money Laundering Act, 2002 as amended from
and subject to the reporting made hereinafter: time to time.
g. Master Direction – Reserve Bank of India (Non-Banking
1. We have examined the books, papers, minute books, forms Financial Company – Scale Based Regulation) Directions,
and returns filed and other records maintained by the Company 2023, as amended from time to time.
for the financial year ended on March 31, 2024 according to the
provisions of : 2. We have also examined compliance with the applicable
a. Companies Act, 2013 (the Act) and the rules made thereunder; clauses of the following:
b. Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the a. Secretarial Standards with respect to Meetings of Board of
rules made thereunder; Directors (SS-1) and General Meetings (SS-2) issued by The
c. Depositories Act, 1996 and the Regulations and Bye-laws Institute of Company Secretaries of India.
framed thereunder. b. The Listing Agreement entered into by the Company with
d. Foreign Exchange Management Act, 1999 and the rules and the BSE Limited as per the Securities and Exchange Board
regulations made thereunder to the extent of Foreign Direct of India (Listing Obligations and Disclosure Requirements)
Investment and External Commercial Borrowings. The Regulations, 2015 for listing of its Non- Convertible
Company does not have any Overseas Direct Investment. Debentures;
e. The following regulations and guidelines prescribed under c. The Listing Agreements entered into by the Company
the Securities and Exchange Board of India Act, 1992 (‘SEBI with the BSE Limited and National Stock Exchange of
Act’), and Reserve Bank of India(RBI) as amended from time India Limited as per the Securities and Exchange Board of
to time: India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 for listing of its Equity Shares;
32
Chairman's
Message
We further report that during the period under review the with the size and operations of the Company to monitor and
Company has complied with the provisions of the applicable ensure compliance with all applicable laws, rules, regulations
Acts, Rules, Regulations, Guidelines, Standards, etc. as and guidelines.
mentioned above.
Highlights
5. We further report that during the period under review, no
Business
3. We further report that: events / actions having a major bearing on the Company’s affairs
a. The Board of Directors of the Company is duly constituted in pursuance of the above referred laws, rules, regulations,
with proper balance of Executive Directors, Non-Executive guidelines, standards, etc. referred to above have taken place
Directors and Independent Directors. There was no change except the following:
in the composition of the Board of Directors that took place • The Company has passed a special resolution under Section
during the period under review except in the case of a 180(1)(c) of the Act at the annual general meeting held on
director retiring by rotation at the annual general meeting September 16, 2023 fixing the borrowing limit as Rs. 8,000
CSR
held on September 16, 2023 and who was re-appointed and Crores.
the same was carried out in compliance with the provisions • The Company has passed a special resolution under Section
of the Act; 180(1)(a) of the Act at the annual general meeting held on
b. Adequate notice is given to all directors to schedule the September 16, 2023 permitting the Company for creating
Board Meetings, Agenda and detailed notes on agenda were charge on its assets upto Rs. 8,000 Crores.
sent in advance and a proper system exists for seeking • The Company has passed a special resolution for private
Directors
Board of
and obtaining further information and clarifications on placement of Non-Convertible Debentures under Sections
the agenda items before the meeting and for meaningful 42 and 71 of the Act at the annual general meeting held on
participation at the meeting; September 16, 2023 up to a sum of Rs. 5,000 Crores.
c. As per the minutes of the meetings duly recorded and signed • The Company has passed a special resolution at the annual
by the Chairman, the decisions of the Board were unanimous general meeting held on September 16, 2023 pursuant to the
and no dissenting views have been recorded. provisions of Section 62(1)(b) of the Act and Securities and
Exchange Board of India (Share Based Employee Benefits
Directors
Report
4. We further report that based on the information received, and Sweat Equity) Regulations 2021 for approval of Five-Star
records maintained and representation received, there are Associate Stock Option Scheme, 2023.
adequate systems and processes in the Company commensurate
MDA
CG Report
BRSR
For S Sandeep & Associates

S Sandeep
Managing Partner
UDIN: F005853F000273329
FCS No.: 5853
Five Star
ESG @
Place: Chennai C P No.: 5987

Date: April 30, 2024 PR No: 1116/2021
This report is to be read with our letter of even date, which is annexed as Annexure I and forms an integral part of this report.
Financial
Report
33
To, Annexure I
The Members,
New No.27, Old No.4, Taylor’s Road,
Kilpauk, Chennai – 600010.
Our report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an
opinion on these secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness
of the contents of the Secretarial records. The verification was done on 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. We have not verified the correctness and appropriateness of financial records and Books of accounts of the Company.
4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and
happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of
management. Our examination was limited to the verification of procedures on test basis.
6. 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.

S Sandeep
Managing Partner
UDIN: F005853F000273329
FCS No.: 5853
Date: April 30, 2024 PR No: 1116/2021
34
Chairman's
Message
Annexure B
ANNUAL REPORT ON CSR ACTIVITIES FOR FINANCIAL YEAR 2023-24
1. Brief outline on CSR Policy of the Company:
Highlights
Business
Being an integral part of this society, Five-Star is committed towards giving something back to the society. The Company shall seek
to positively impact the lives of the disadvantaged by supporting and engaging in activities that aim to improve their livelihood
and well-being. Your Company has chosen to make its contribution in 3 areas – education, health and livelihood – as these are the 3
basic necessities of every human to lead good life.
Your Company would be undertaking the CSR activities as listed in Schedule VII and Section 135 of the Companies Act, 2013 and the
Rules framed thereunder and as per its CSR policy.
CSR
2. Composition of CSR Committee:
No of meetings of CSR No of meetings of CSR

Designation / Nature
Name of Director Committee held during Committee attended
of Directorship
the year during the year
Mr Lakshmipathy Deenadayalan Chairman & Managing Director 4 4
Directors
Board of
Mr Anand Raghavan Independent Director 4 3
Ms Bhama Krishnamurthy Independent Director 4 4
3. Web-link where Composition of CSR Committee, CSR Policy and CSR projects approved by the board are disclosed on the website
of the Company: https://fivestargroup.in/investors/
4. Details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social
Directors
Report
Responsibility Policy) Rules, 2014: Not Applicable
5. Average net profit of the Company as per section 135(5): INR 63,559.36 Lakhs
a) Two percent of average net profit of the Company as per section 135(5): INR 1271.19 lakhs
b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: Nil
c) Amount required to be set off for the financial year, if any: Nil
d) Total CSR obligation for the financial year (5a + 5b - 5c): INR 1271.19 lakhs
MDA
6. a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project).: INR 1269.31 Lakh
b) Amount spent in Administrative Overheads: INR 5.19 Lakhs
c) Amount spent on Impact Assessment, if applicable: Not Applicable
d) Total amount spent for the Financial Year [(a)+(b)+(c)]: 1274.50 Lakhs.
e) CSR amount spent or unspent for the Financial Year:
CG Report
Amount Unspent (` in lakhs)
Total Amount Spent for Total Amount transferred Amount transferred to any fund
the financial year to Unspent CSR Account specified under Schedule VII as per
(INR in lakhs) as per section 135(6) second proviso to section 135(5)
Amount Date of Name of Amount Date of
(INR in lakhs) transfer the Fund (INR in lakhs) transfer
1274.50 - - - - - BRSR
f) Excess amount for set off if any: Nil
S.No Particulars Amount (` in lakhs)
1 Two percent of average net profit of the company as per sub-section (5) of section 135 1271.19
2 Total amount spent for the financial year 1274.50
Five Star
3 Excess amount spent for the Financial Year [(ii)-(i)] 3.31

ESG @
4 Surplus arising out of the CSR projects or programmes or activities of the previous Financial Years, if any Nil
5 Amount available for set off in succeeding Financial Years [(iii)-(iv)] 3.31
Financial
Report
35
7. Details of Unspent CSR amount for the preceding three financial year:
Amount transferred to any fund

Amount transferred to specified under Schedule VII as per Amount remaining to
Preceding Amount spent in the
Unspent CSR Account second proviso to section 135(5) be spent in succeeding
S.No financial reporting financial
under Section 135(6) financial year
year year (INR in lakhs) Name of Amount Date of
(INR in lakhs) (INR in lakhs)
the Fund (INR in lakhs) transfer
1 2022 - 23 431.49 293.23 - - - 138.26

2 2021 - 22 50 50 - - - -
3 2020 - 21 - - - - - -
8. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR
spent in the financial year (asset-wise details) – Not Applicable
9. Specify the reason(s), if the Company has failed to spend two per cent of the average net profit as per section 135(5): Not Applicable
For and on behalf of the Board of Directors

Place: Chennai Chairman & Managing Director

Date: April 30, 2024 DIN: 01723269
36
37
Management
Discussion & Analysis

Management Discussion and Analysis Annexure C
1. Macro-Economic Overview The domestic banking system remains resilient, bolstered by

RBI Governor, in his foreword to the Financial Stability Report strong buffers, robust earnings and the ongoing strengthening
December 2023, states – of balance sheets. The capital to risk-weighted asset ratio
“As we come to the close of 2023, the global economy and the (CRAR) at end-September 2023 remained high at 16.8 per cent vis-
financial system continue to recover from successive high- à-vis the regulatory minimum of 11.5 per cent (including capital
intensity shocks over the last four years. There are multiple conservation buffer) while the common equity tier 1 (CET1)
challenges on the horizon: slow and divergent growth prospects; ratio, which represents the highest quality of regulatory capital,
elevated debt levels; growing geo-economic fragmentation; stood at 13.7 per cent as against the regulatory requirement of 8
and prolonging conflicts. High interest rates and large fiscal per cent (including capital conservation buffer).1
deficits have added to debt servicing pressures in most
countries. As growth prospects remain subdued, policymakers As far as asset quality was concerned, both coincident and
face a daunting task in balancing the pressing requirements of leading indicators of asset quality, i.e., the gross non-performing
investment in critical public infrastructure, especially those assets (GNPA) ratio and the special mention accounts – 2 (SMA-
relating to health and education as well as supporting the most 2) ratio, respectively, have fallen to multiyear lows of 3.2 per cent
vulnerable sections of society. and 0.9 per cent, even as improved provisioning drove the net
non-performing assets (NNPA) ratio to a multi-decadal low of
Inflation has been moderating and a sense of optimism about 0.8 percent.1
soft landing of the global economy is taking hold. Global
interest rates have peaked in the current monetary policy Healthy interest margins, strong credit demand and lower
tightening cycle, though macroeconomic conditions remain impairments have boosted net interest income (NII) of the
too fragile and uncertain for a definite view on growth and banking system through the course of the current monetary
inflation conditions going forward. On balance, therefore, it policy tightening cycle, and strengthened earnings as reflected
would be prudent to proceed with caution on the evolving in RoA and RoE, which rose to 1.2 per cent and 12.9 per cent,
outlook and risks.” respectively, in September 2023 from historical lows of (-) 0.2 per
cent and (-) 2.2 per cent, respectively, in March 2018.1
This statement sums up what the macro-economy (both
domestic and global) generally and more particularly, the From a growth perspective as well, bank credit has seen a good
financial system has gone through for over the last 4 years or momentum recently, and there have also been compositional
so. There have been quite a number of significant disruptions, shifts in the bank credit trends. Services and Retail Sector have
which have ensured that the global economy always remained seen increasing proportion of credit, and even in the retail
in some kind of fluidity and volatility. sector loans, there has been a significant spurt in unsecured
lending. The asset quality of banks has also seen improvement
What is also encouraging to note is that amidst all this volatility despite the sharp increase in retail lending.
in the global macroeconomic environment, the Indian economy
has been exhibiting a quickening growth momentum, with One of the other developments that took place in the banking
resilience and financial stability. The Financial Stability Report system, which facilitated the rapid growth in retail lending,
also notes – was bank lending to NBFCs. Bank lending to NBFCs has been
growing at a faster rate than the overall bank credit growth;
“Moderating inflation, improving external position, continuing increasing co-lending arrangements between banks and
fiscal consolidation and a strong and stable financial system with NBFCs has also been a point closely watched by the regulator;
fortified balance sheets are hallmarks of this transformation in whilst there are no imminent signs of stress in the retail credit
the post-pandemic period. segment, given the procyclicality of lending and potential
higher debt servicing costs, RBI undertook proactive regulatory
Bolstered by strong capital buffers and robust earnings, measures such as increase in risk weights on certain segments
financial institutions are supporting durable credit growth. of consumer credit by banks and NBFCs as well as bank credit
At the same time, higher profits and lower leverage are to NBFCs, along with a strengthening of credit standards in
contributing to sound corporate financials. Proactive and respect of various sub-segments under consumer credit, to
prudent policy actions and availability of policy buffers are prevent build-up of risks and spillover to the wider financial
steering the economy on a rising growth trajectory with system.
stability.”
As regards NBFCs, they have been the conduits who have been
From a financial services perspective, the banking sector taking credit to the large unserved and underserved segments,
continues to be resilient across various aspects of capital where banks did not have the ability to take a direct exposure.
buffer, asset quality, profitability and growth.
Financial Stability Report, December 2023

1
38
Chairman's
Message
As the Financial Stability Report notes, the NBFC sector has external demand for goods and services. The headwinds from
increased its footprint in financial intermediation, and this has protracted geopolitical tensions and increasing disruptions
been associated with a rise in connectedness with the traditional in trade routes, however, pose risks to the outlook. Taking all
banking system. Given this level of interconnectedness between these factors into consideration, real GDP growth for 2024-25 is
Highlights
banks and NBFCs and possible contagion effect, senior officials projected at 7.0 per cent with Q1 at 7.1 per cent; Q2 at 6.9 per cent;
Business
of RBI have been making categorical statements advising Q3 at 7.0 per cent; and Q4 also at 7.0 per cent. The risks are evenly
NBFCs to look at non-bank avenues for their debt requirements. balanced.”
The Financial Stability Report also notes that there is an overall
resilience in the banking system to manage any contagion risk So, both the global and domestic economies are at a fairly
that may emanate from such interconnectedness. However, RBI uncertain, yet interesting phase and there are risks that are
has also been quite vigilant and trying to be proactive to ensure evenly balanced – how the events unfold, central bank reactions
there is no build-up of systemic risk in the banking system. to possible headwind and tailwind events, would determine the
CSR
growth of economies, which eventually will have an impact on
From all that has been stated above, it can be clearly noted the various sectors at large.
that these are uncertain times and unless there is a good risk
management and compliance framework, financial services 2. Industry Overview & Operating Environment
ecosystem may have to face quite a number of challenges in the As of end June 2023, bank credit to NBFCs stood at 9.9% of total
forthcoming quarters. bank credit. Bank lending to NBFCs increased at a CAGR of 26.3
Directors
Board of
per cent during the past two years (i.e., from June 2021 to June
1.1. Outlook for Growth 2023), well above the growth of 14.8 per cent in overall bank
From a global perspective, there has been a cautious optimism credit. Even during the second half of the current financial
as regards the growth projection for FY2024 and FY2025. year, Bank credit growth remained robust with improving
The World Economic Outlook updates of the International economic activity. Growth in non-food bank credit increased
Monetary Fund have been getting more and more positive on to 16.3 per cent (y-o-y) as at end-March 2024 from 15.4 per cent
the growth projections for FY2024 and FY2025. The updates in as at end-March 2023. The Monetary Policy Report also outlines
Directors
Report
April 2023 and July 2023 projected a growth of 3.0% for FY2024, that Services sector credit witnessed a healthy growth of 21.2
while a more recent update of January 2024 projects a growth of per cent (y-o-y) in February 2024 as compared with 20.5 per
3.1% in FY2024 and 3.2% in FY2025. The updates also note that the cent a year ago. Credit to NBFCs continued to be the largest
forecast for 2024–25 is, however, below the historical (2000–19) contributor to this growth, though the pace moderated during
average of 3.8 percent, with elevated central bank policy rates the year. Overall, the key indicators of capital and asset quality
to fight inflation, a withdrawal of fiscal support amid high debt of the banking sector as well as the NBFC sector continued to
weighing on economic activity, and low underlying productivity remain healthy.
MDA
growth.
As far as NBFCs were concerned, their metrics continued
However, India seems to be in a much better position as can be to remain robust. The Financial Stability Report notes that
deciphered from the April 2024 Monetary Policy Report and the “Substantial capital buffers, improving asset quality and robust
statement of the RBI Governor. Excerpts from the Governor’s earnings have increased the resilience of the NBFC sector: the
statement clearly evidence this fact – “Domestic economic CRAR at 27.6 per cent in September 2023 remains well above the
CG Report
activity continues to expand at an accelerated pace, supported regulatory minimum of 15 per cent; the GNPA ratio has declined
by fixed investments and improving global environment. The from a high of 7.2 per cent in December 2021 to 4.6 per cent in
second advance estimates (SAE) placed real GDP growth at 7.6 September 2023; and NIM and RoA stood at 5.1 per cent and
per cent for 2023-24, the third successive year of 7 per cent or 2.9 per cent, respectively, in September 2023. Healthy balance
higher growth… Going forward, the outlook for agriculture sheets have enabled NBFCs to consistently expand credit,
and rural activity appears bright, with good rabi wheat crop which grew from 8.9 per cent (y-o-y) in September 2021 to 20.8
and improved prospects of kharif crops, due to expected per cent in September 2023 (y-o-y).”
normal south-west monsoon. Strengthening of rural demand,
BRSR
improving employment conditions and informal sector The above numbers stand testimony to the strength of the
activity, moderating inflationary pressures and sustained NBFCs. A press release by ICRA dated April 1, 2024 also notes that
momentum in manufacturing and services sector should the asset quality of banks and NBFCs has been at its decadal best
boost private consumption. As per our survey, consumer with the profitability and the capitalisation indicators expected
confidence one year ahead reached a new high. The prospects to remain healthy in the near term.
of investment activity remain bright owing to upturn in the
Five Star
ESG @
private capex cycle becoming steadily broad-based; persisting Regarding the growth potential for the NBFCs in the coming
and robust government capital expenditure; healthy balance years, the projections given by rating agencies range between
sheets of banks and corporates; rising capacity utilisation and 14% and 16% for FY2024 and between 13% and 17% for FY2025. As
strengthening business optimism as reflected in our surveys. far as retail AUM of NBFC is concerned, the projection given by
Improving global growth and trade prospects, coupled with our ICRA for FY2024 is 21-23% which is expected to moderate to 17-
rising integration in global supply chains, are expected to propel 19% for FY2025.
Financial
Report
39
So, across the aspects of growth, profitability and quality, the 2. Ability to amortise principal monthly – As they can repay
metrics have been and are expected to be robust for the NBFCs. principal monthly through the EMI structure, they are able
From a regulatory perspective, the Reserve Bank of India has to completely pay off the loan within their stipulated tenor.
been taking a very proactive stance in bank and NBFC regulation. In the moneylending ecosystem, the ability to amortise
Consequent to this, there has been a number of new norms that principal monthly is fairly non-existent.
became effective for implementation during the financial year 3. Fair & transparent practices – As they deal with a regulated
under review. These new norms span across domains such as lender, the practices are fair and transparent, which brings
KYC, Information technology, fair practices, etc. about tremendous confidence in the minds of the borrowers.
3. Five Star - An Overview A major portion of the Company’s borrowers are shopkeepers,
Five Star is registered with RBI as a non-deposit taking typically providing essential services to the common man.
systemically important NBFC. The Company is in the business There are also self-employed non-professionals to whom the
of providing Secured loans to Small Business customers and Company provides loans, and these are also people whose
Self-employed individuals who are largely ignored by the services are indispensable. A small portion of the borrowers
formal financial ecosystem. With experience of operating in this tends to be cash salaried individuals, who are unable to avail
borrower segment for the last over two decades, the company financial assistance from banks or the larger NBFCs. Our belief,
has developed a unique underwriting model, which is capable which has been vindicated over the years, is that these people
of evaluating the creditworthiness of such borrowers, even in are largely insulated from any kind of economic disturbances,
the absence of documentary evidences. The Company provides and even during periods of economic crises, they are the last
only secured loans which ensures robust asset quality, even to get hit and first to bounce back. So, their ability to repay
during difficult times. The company operates in 520 branches the Company’s loan remains largely unhampered. Also, given
across 9 states and 1 union territory and has a borrower base of that their services are essential for every common man, their
close to 4 lakhs as on March 31, 2024. incomes also remain largely stable and predictable. All these
factors contribute majorly to the strong asset quality that the
Borrower Profile Company exhibits.
The borrower profile of the Company predominantly consists
of borrowers who are graduating to the formal financial Unique Underwriting Approach
ecosystem for the first time. While 75% of the Company’s As many borrowers graduate from the unorganised system and
borrowers may have taken a product loan i.e. Microfinance do not have documentary proofs of their incomes, traditional
loan, gold loan, vehicle loan, Five Star tends to be the first underwriting methodologies would be ineffective, and it
lender to these borrowers for a secured loan of INR 3-5 lakhs. As becomes essential to tailor an underwriting approach that
they graduate from the informal lending ecosystem, they can would help the company understand their cashflows. Towards
perceive 3 obvious advantages: this, Five Star has built a unique underwriting methodology
underpinned on 3 Cs – Character, Cashflow and Collateral,
1. Lower interest rates – they can get funding at almost half of which has helped the company build a strong and profitable
the interest rate that they would be paying to moneylenders. loan portfolio over the last many years.
Character Cashflow Collateral

Makes the borrower
Evidences the "Intent" Evidences the "Ability"
prioritise Five Star loan
of the borrower of the borrower
over others during times
to repay to repay
of stress
40
Chairman's
Message
As much as it is important to evaluate the ability of the borrower other loans. This was visible during multiple crises times when
to repay, it is equally, if not more important to establish the the borrower could have defaulted on his obligations to other
intent of the borrower to repay. Absence of intent would mean institutions but ensured that he / she pays up on a Five Star loan.
future complications, legal or otherwise, to effect repayment
Highlights
on the loan. Hence Five Star accords maximum importance With this underwriting methodology, the Company ensures
Business
to the intent of the borrower, which is evaluated through through its sound business model that the loans are
Neighbourhood checks, Trade checks, Credit Bureau report underwritten on the basis of the cash flows of the borrowers
analysis, etc, through which we try to understand the character which is the primary security and also backed up by the hard
of the borrower. Good amount of time is spent by multiple collateral as the additional security. This has effectively
teams to understand and establish the intent of the borrower. ensured a low percentage of NPA on the portfolio of business as
reflected in the financial statements.
Understanding and evaluating the cashflows in the absence
CSR
of documentary evidence poses a unique challenge. However, Business Growth
Five Star’s experience of operating in this segment over the The Company is clearly growth focused as can be seen from the
last couple of decades gives it a significant edge in terms of high growth rate that was seen during the years prior to COVID.
understanding the borrower cashflows. Evidence is looked at But this is not just growth for the sake of growth or reckless
to justify the cashflows – the evidence could be the lifestyle growth. Growth bereft of quality is something that is anathema
and living conditions of the borrower or the assets that the to the company. Nothing better demonstrated this but for the
Directors
Board of
borrower has created for himself / herself and his / her family. couple of years of COVID – during this period, the Company
Through thorough checks of the borrower’s workplace, his just grew at about 14% each year. We were very clear that high
/ her residence, lifestyle, etc, the company is able to arrive growth during periods of crises is bound to lead to asset quality
at a plausible cashflow which will stand support to the loan issues and hence we pulled back our growth.
repayment.
FY2023 and FY2024 has again seen robust growth – we clocked
In addition to understanding the cashflow of the customer, a growth of ~37% in FY2023 and ~39% in FY2024, where the
Directors
Report
the company also secures its loan by taking a hard collateral as growth was led by an expansion in the number of branches and
security for the loan. The self-occupied residential property of increased borrower base, rather than being led by an increase in
the borrower serves as the collateral in about 95% of the loans, average ticket size. This is a prudent way of growth rather than
with the balance having non-SORP as collateral. But none of overburdening the existing borrowers through additional loans
the loans are unsecured, which will ensure that the borrower or through increasing the ticket size of fresh disbursements.
prioritises the repayment on his / her Five Star loan over the
MDA
385,966
293,954
CG Report
217,794
177,214
143,079
BRSR
Mar 20 Mar 21 Mar 22 Mar 23 Mar 24
Number of Loans
Five Star
ESG @
During the year, the company also opened 147 new branches would be given additional officers, additional branch managers
taking the total to 520 branches as of March 31, 2024. This is the and a supervisor in the form of Senior Branch Manager, and
highest number of new branches that we have opened in any with this structure, the branch could onboard incremental
financial year. This was also led by a slight change in strategy. In business and also reach a much bigger portfolio size. This was
the past, we had followed the “Super branch” strategy, wherein a strategy that was apt for us in the growth phase and helped us
Financial
Report
branches that had the capability to onboard larger business reap good dividends.
41
However, there has been a shift in strategy in the recent past, certain threshold, which is also advantageous especially when
primarily from the perspective of risk diversification. We have there is a slightly higher level of attrition, etc.
moved to what we call as “Cluster branch” Strategy under which
it is our belief that once a branch reaches a certain portfolio So, the increased branch network is the result of new branches
size, it would be prudent to open a new branch in the vicinity opened in the normal course of business along with new
and also transfer some accounts from the existing branch to branches that have been opened consequent to the Cluster
the new branch. This helps us achieve 2 objectives – firstly, branch strategy. We believe that we can open about 80-100
the officers in the existing branch would get space to onboard branches every year, which will again be a mix of new branches
additional accounts; and secondly, the new branch starts with a and cluster branches. The state-wise split of branches as of
set of accounts rather than starting on a completely clean slate. March 2024 is given below.
This also ensures that the portfolio in a branch does not cross a
33%
Tamil Nadu
Andhra Pradesh
25%
1%
Rajasthan
1%
Uttar Pradesh
1%
18% 3% Chattisgarh
8%
12% Maharashtra
Telangana
Karnataka
Madhya Pradesh
The combined effect of increased loans and increased branch infrastructure resulted in a strong portfolio growth at around 39%
for the year under review.
9,641
6,915
5,067
4,445
3,892
Mar 20 Mar 21 Mar 22 Mar 23 Mar 24
AUM
42
Chairman's
Message
The Company uses 3 levers to facilitate its growth: collections over incremental business. The ability to maintain
1. Increased branch infrastructure – as stated above, we believe strong collections efficiency and robust asset quality even
that we can add 80-100 branches every year, which would during difficult times is a distinguishing facet of the company.
mean at least about 500-600 officers who would be able to Towards this, the company has always held the sourcing officer
Highlights
onboard incremental business. This is our primary level for responsible for the collections also on the loans sourced by
Business
growth. him / her. The incentives for the Field Officers and other branch
2. Increase in average number of officers – With increased staff have been structured in such a manner to ensure that
branch vintage, we could look at adding officers to the existing they perform in an exemplary manner both on business and
branches. Such additional officers would bring incremental collections.
business, which would also aid in our portfolio growth.
3. Increase in ATS (average ticket size) – The Company had However, the company also understands that the same officer
operated at an average ticket size of about INR 3.50 lakhs prior being involved in both business and collections forever
CSR
to COVID. During COVID, with the borrowers going through impairs his / her ability to onboard new business. At the same
some stress in cashflows, the company had consciously time, completely delineating business and collections brings
reduced its average ticket size on fresh disbursals. However, its own set of challenges like complete loss of accountability
during the last couple of years, the borrower cashflows have etc. Especially post the second wave of COVID, it became very
started showing signs of good improvement showing them important to have people with exclusive collections focus so
rebounding from that stress. Based on this, the Company also that the deterioration in the softer buckets could be cured.
Directors
Board of
increased its ticket size on fresh disbursals and for the year Towards this, the company had created a collections vertical at
under review, we have gone back to pre-COVID levels. We will each of the branches with necessary supervisory support and
continue to increase ATS at least for inflationary increases moving accounts with certain vintage to this team to ensure
going forward, which would also contribute to the portfolio that the accounts are rolled back to better buckets.
growth. However, even under such scenario, ATS of Five Star
would still be much lesser than other industry players which The Collections vertical has worked extremely well for us, as can
helps Five Star from a risk perspective as well. be evidenced in our current and 1+ portfolio which is at all-time
Directors
Report
high as of March 2024. The graph below depicts our Current and
Collections & Asset Quality 1+ portfolio for the last 5 years, and the data is self-explanatory.
Five Star is fundamentally a “Collections-first” company. One
of the fundamental tenets of the company is to prioritise
MDA
87.4%
83.5%
79.4%
74.2% 74.3%
71.9%
CG Report
25.8% 25.7% 28.1%
20.6%
16.5%
12.6%
BRSR
FY 2019 FY 2020 FY 2021 FY 2022 FY 2023 FY 2024
Current 1+
Five Star
ESG @
Financial
Report
43
While there has been some denominator effect to these level (0.52% of the overall AUM as of March 31, 2024) as on date.
numbers, it is also to be noted that there has been decrease in Also, the restructured portfolio is performing well (76% of the
absolute quantum in each of the delinquency buckets over the restructured book is standard as on date i.e. 30 months post
years. moratorium period), and we do not expect any major losses
emanating out of this portfolio. In fact, we also carry a very
Now that the situation is back to normal, the Company has also sizeable provision on this book (we carry a provision of about
been evaluating its strategy of having a dedicated collections 55% on this book), which we believe, would be more than
vertical in each of the states. Whether the objectives of the sufficient to offset any potential losses on this portfolio.
Company shall be better served with “Collections support” at
each of the branches, which would work under the same branch During FY2023, the revised IRAC norms also became applicable
manager and supervisory layer, or whether we would need for the Company, wherein daily movement of loans into NPA
“Collections vertical” is something that would be decided based was mandated and upgradation norms were changed such that
on the needs and objectives of the Company. The Company a borrower who was classified as NPA can be reclassified into
may even evaluate having different strategies in different Standard only after payment of all the arrear dues. The Company
geographies depending on the needs of a particular geography. has aligned its Stage 3 assets to NPAs under the revised IRAC
norms and the asset quality remained robust even after the
The Company had also restructured a small portion of its implementation of the said circular. The table below gives the
portfolio as part of the COVID second wave; however, the stage-wise details of loan portfolio, and the improvements are
proportion of the restructured book stands at a very marginal plainly visible.
As of March 31, 2024 As of March 31, 2023

Stage
Amount in INR lakhs % of AUM Amount in INR lakhs % of AUM
Stage 1 888,021.08 92.11% 618,839.65 89.49%

Stage 2 62,753.99 6.51% 63,249.70 9.15%
Stage 3 13,283.99 1.38% 9,393.86 1.36%
Total 964,059.06 100% 691,483.21 100%
As the borrowers are largely first-time borrowers to the formal had facilitated payments in both cash and other digital means.
financial ecosystem for a size and nature of the loan that they However, the Company has been consciously nudging the
have taken from the Company, it is important to provide them borrowers to make the payments through digital means, which
with multiple options to make repayments on their loans. is safe for both the borrowers and for the Company. The efforts
Given the Company’s focus on Tier 3 to Tier 6 towns, where the of the Company have borne fruit and we have seen a significant
digital penetration is not as high as the metros or Tier 1 and Tier uptick in the digital payments over the last few years, as can be
2 cities, it becomes necessary that they are permitted to repay seen from the data below.
in whatever manner they prefer. Towards this, the Company
70%
65% 63% 60%
55%
37% 40%
35%
30% 45%
FY 2020 FY 2021 FY 2022 FY 2023 FY 2024
Non-Cash Cash
44
Chairman's
Message
4. Operational & Financial Metrics 4.5. Capitalisation: As of March 31, 2024, the Company had a net
4.1. Branches: The number of branches as at the end of March worth of INR 5,196.15 Crores. The Company had been listed in
2024 was at 520 as against 373 as at March 2023. the stock exchanges since November 2022 and had not seen any
fresh issue of shares post listing, except for exercise of stock
Highlights
4.2. Portfolio growth: Five Star’s Consolidated AUM increased options by eligible employees. But for this, the entire accretion
Business
from INR 6,914.83 Cr in FY2023 to INR 9,640.59 Cr in FY2024, to the net worth is on account of the Profit after Tax for the
which translates to a growth of about 39% for the year. current financial year.
4.3.Loan disbursals: During the year, the company disbursed an 4.6. Profitability: The Company continues to remain very
amount of about INR 4,881 Crores as against INR 3,391 Crores in profitable and the full year Profit After Tax for the period ended
the previous year, recording a growth of 44% for the year under March 31, 2024 was INR 835.92 Crores as against INR 603.50
review. Crores for the financial year ended March 31, 2023.
CSR
4.4. Asset quality: For the financial year ended 31st March 2024, Some of the operational and financial highlights are given
the company achieved a Gross Stage 3 assets / NPA of 1.38%, as
against 1.36% in the previous year.
Parameter FY 2024 FY 2023 Growth
Directors
Board of
Assets under Management (INR Cr) 9,640.59 6,914.83 39.42%
Amount disbursed (INR Cr) 4,881.43 3,391.44 43.93%
Branches (#) 520 373 39.41%
Number of customers 385,966 293,954 31.30%
Number of employees 9,327 7,347 26.95%
Profit after Tax (INR Cr) 835.92 603.50 38.51%
Directors
Report
below. went down leading to heavy unavailability of debt for the NBFC
5. Strengthening Liability Profile sector, years of COVID 1 and 2.
Given the strong capital profile of the company and the During the financial Year under review, your Company has
significant net worth on the balance sheet, the company was availed fresh borrowings aggregating to INR 3,929.12 Crores as
not required to raise a high quantum of incremental debt against INR 3,103.56 Crores in FY2023. While the Company had
during the past few years. Only in the last couple of years has secured sanctions of INR 4,354.12 Crores, the balance portion
the Company become quite active in the debt space and we have remained unavailed and available for availment in the coming
MDA
managed to borrow good quantum of debt during each of these FY. The outstanding Total Borrowings as of March 31, 2024
financial years. Despite this, the Company’s ability to borrow were INR 6,315.84 Crores. Not just in quantum of borrowings,
was unhampered as we had had demonstrated our ability to
borrow good quantum of incremental debt even during years
of stress viz. year of demonetisation, year in which large NBFCs
CG Report
3,929
12.18%
10.23%
3,104 9.54%
8.71%
9.21% BRSR
2,362
1,782
Five Star
315
ESG @
FY 2020 FY 2021 FY 2022 FY 2023 FY 2024
All-inclusive Debt
Financial
cost Availed
Report
45
the Company also managed to get their borrowings at very lenders such as NABARD, Canara Bank, Deutsche Bank, Qatar
competitive rates (all-inclusive pricing) as is shown below. National Bank and Royal Sundaram General Insurance.
As can be seen from the graph above, during the last 2 financial The Company has borrowed moneys through term loans from
years (FY2023 and FY2024), the Company managed to obtain banks and financial institutions, cash credit lines from banks,
borrowings at very competitive rates despite a very adverse issued non-convertible debentures, issued pass-through
interest rate environment when the repo rate went up by 250 bps certificates as part of Securitisation transactions and also
since March 2022. During this period, the cost of incremental availed one tranche of non-rupee denominated borrowing
borrowings for the Company went up only by about 83 bps. through the ECB route. So, the debt profile of the company is
During the current year, the company also onboarded new
Structure-wise debt outstanding is given in the graph below:
4,112
2,394
1,094
449 997 525
317
250 288
84 81
Bank Term Loans NBFC Term Loans DFI Term Loans NCD Securitisation ECB
FY 2024 FY 2023
well diversified both from the perspectives of type of lenders as year, the D/E ratio is reached 1.22x and it would be the endeavor
well as the structure of debt. of the company to touch optimal D/E ratio levels in the years to
The Company had consciously tapped into banks for its come.
borrowings during the last couple of years, primarily because
banks were lending a sizeable quantum of debt at the 6. Asset-Liability Management:
appropriate cost. There were also banks across public sector One of the important requirements for a NBFC is to manage its
banks, private banks and foreign banks that had hitherto not liquidity in the most efficient manner. Too less liquidity in a
lent to the Company and who evinced an interest to provide stressful situation could lead to a survival crisis for a NBFC; on
funds to the company. So, it was advantageous for the company the other hand, too much liquidity would lead to negative carry
to onboard these lenders which also helped diversify within the and create a dent on the financials. Hence the right liquidity
bank lending universe. balance is extremely important for the success of a NBFC. And
the liquidity position is directly linked to the Asset-Liability
The Company had also taken a conscious call to achieve Management (ALM) practice of a NBFC.
diversification outside the bank lending universe as well, in
the years to come. The facility from NABARD, one of the largest ALM is generally given much less importance than what it
developmental financial institutions in the country, is a step in deserves. Whenever there is a price arbitrage between long-
this direction. The Company’s borrower profile being unserved term and short-term borrowing, it is important to look at this
or underserved borrowers, would help NABARD achieve its from an ALM perspective rather than just preferring short-term
developmental objectives as well. gains. Large banking corporations over the past many years
have crumbled, primarily due to their failure to have a healthy
The Company would continue to onboard the right kind of ALM position. However, Five Star has always been following a
lenders who can support the Company in achieving its long- conservative ALM and liquidity policy, which has helped the
term objectives, albeit at an appropriate cost and also with company manage all turbulence that it has faced over many
an eye on the right mix, both from the perspectives of lender years. The Company does not resort to short-term borrowing
category and borrowing structure. of significant quantum given that it lends for up to 7 years.
The liquidity policy defines a minimum liquid balance to be
Leverage: Given the healthy capital profile, the company has maintained on a monthly basis which will effectively take care
been operating at a low leverage and low D/E ratio. During the of all obligations and other fund requirements over the next 3
46
Chairman's
Message
months. The Company is of the view that while this may entail the capital in this world, human capital is always the strongest
some amount of negative carry, it provides a good balance to and most enduring. Without human capital, the other 3 factors
manage adverse times, should they arise. of production cannot be put to productive use. It is extremely
essential to have the right people at the right positions so
Highlights
The Liquidity coverage ratio, which is a measure of the next 30 that they would be able to help the organisation achieve its
Business
days liquidity position, is also maintained at a very conservative objectives.
level. This is an offshoot of our liquidity policy, which mandates
certain minimum level of liquidity to be carried by the Company. At Five Star, employees are the fulcrum around which every
The LCR as of March 31, 2024 was 316%. To maintain High-Quality other factor revolves. No decision is taken without keeping the
Liquid assets (HQLA) to manage its LCR, the company has been interests of employees in mind. The welfare of employees is at
investing in Government Securities and Treasury Bills, which the heart of all decisions right across hiring, training, retention,
qualify as HQLA for the purpose of LCR computations. performance appraisal and rewards and recognitions. The
CSR
Company had employed 9,327 employees as of March 31, 2024 as
Again, given the liquidity that we carry at any point of time, the against 7,347 employees as of March 31, 2023.
Company always maintains positive cumulative ALM across all
buckets, which helps weather any kind of shocks that may come The business model of Five-Star is quite human intensive.
about. As has been seen in the past, even during extremely Given the kind of borrower profile we cater to, it is not
stressful periods from a liquidity perspective, the Company possible to completely eliminate the human element. While
Directors
Board of
has been able to manage all its outflows without resorting to the Company leverages the power of technology to achieve
any kind of concessions from its lenders. higher level of efficiency and effectiveness, the business model
has been built in such a way that human touch can never be
7. Corporate Governance: replaced by technology. Technology can help complement the
The RBI Governor, in his Monetary Policy Statement, stated human element, but it cannot substitute the same. Hence it
the following - "Let me emphasise here that banks, NBFCs becomes important to hire the right talent and put them in the
and other financial entities must continue to give the highest right positions so that they are able to use their expertise for
Directors
Report
priority to quality of governance and adherence to regulatory the mutual benefit of themselves and the Company.
guidelines. Financial sector players, by and large, operate
with public money – be it of depositors in banks and select Moreover, it is also a heartening fact that the Company can
NBFCs or investors in bonds and other financial instruments. provide employment to many people, more so in the local areas
They should always be mindful of this. The Reserve Bank will where they live. The fact that employees get to stay with their
continue to constructively engage with financial entities in this family, earning a good salary to take good care of their families
regard. It needs to be recognised that financial stability is a joint makes them feel a kinship with the organisation. The Company
MDA
responsibility of all stakeholders." has tailored the right incentive schemes to reward the high-
performers and keep their morale high. In addition, more than
The Company has always given a very high level of importance 300 people at the field level (non-HO staff) have been given
to Corporate Governance. The Board of Directors comprises stock options wherein they will get to become owners of the
of eminent individuals with strong expertise in the financial company at a later point of time.
services sector. The Company has also inducted functional
CG Report
experts in the Board of Directors to ensure that specialised The field execution team is led by a strong Management team
skills are also brought in wherever required. The Board is consisting of professionals with years of experience and
very well diversified, with balanced representation from the expertise in the fields of banking and financial services and who
Promoter group, Investor Nominees, Independent and Non- bring their rich expertise to lead their respective functions.
executive directors. There are 21 professionals heading their respective functions
across the various verticals. It is also heartening to note that
The Board of Directors, in consonance with the Senior a number of these professionals have been associated with
Management, provides the strategic direction to be taken by the company for many years. The company shall keep making
BRSR
the Company. The Directors are also responsible for ensuring the necessary hires at the right time to ensure that the right
compliance with all the regulations and guidelines prescribed people are at the helm of each function and are able to provide
by various regulatory authorities. The Board is also assisted necessary oversight.
by multiple sub-committees, where directors with specialised
expertise act as members of such sub-committees and get into With the right strategy developed in consonance with the Board
the depth of the subject on hand. The details of sub-committees of Directors, the Management team develops the key action
Five Star
ESG @
and their roles and responsibilities can be found in detail in the plans that are needed to achieve fruition of the strategy. The
Corporate Governance report. action plans developed by the Management team are put into
action by one of the best execution teams, that consist of people
8. Human Resources: with a “never-say-no” attitude. This three-pronged approach has
Amongst the four factors of production, viz. land, labour, capital helped the Company become one of the strongest and safest
and entrepreneurship, human capital is the only one that is growing NBFCs over the last many years.
Financial
capable of managing and directing the other 3. Amongst all

Report
47
9. Technology: made significant strides in our technology journey. During the
Our journey towards becoming a technology-enabled company current financial year, we have made numerous developments
started in FY2017. Till then, we were largely paper led. We moved on the technology front moving to strong platforms across
into a cloud enabled ERP starting April 2017 and since then have various domains and thereby by upgrading our stack.
Loan
Origination
System
Salesforce
Loan
API Management
Intergration System
Mulesoft FinnOne Neo
Five Star
Tech Stack
Compliance General
Tool Ledger
System
PwC Oracle
Human
Resources
System
DarwinBox
Technology has become a significant business driver in the last D Automation of existing manual activities within our
few years. The Company has used technology to complement underwriting process to reduce turnaround times for loan
its underwriting, collections and other operational processes sanctions and reduce transaction costs; and
towards making the processes more effective and efficient, E Supplementing our collections infrastructure by leveraging
reducing turnaround time, aiding in better data analytics and existing payment architecture towards collecting EMI
developing robust risk management strategies. The Company repayments from our borrowers;
has been making strategic investments in information F Implementation of a Collections system, that can help
technology systems and implemented automated, digitized optimise the efforts of our Field Officers and Collections
technology-enabled platforms and proprietary tools, to Support team and thereby ensure focus on accounts that
strengthen its offerings and derive greater operational, cost need attention with a clear focus on improving our DPD
and management efficiencies. As shown in the picture above, buckets.
we have implemented multiple new applications during the
current financial year, which, we believe, would help in our The Company has made significant investments in both
journey towards becoming one of the leading players in the building the right team and also in the necessary hardware
Small Business Loans lending segment. Further, in the coming and applications. In addition to employees on the rolls of the
years, our focus on technology shall be made towards the Company, we have also tied up with a vendor who provides off-
following areas: shore development capabilities to supplement the efforts of the
Company’s staff, thereby ensuring on-time delivery of projects.
A Improving accuracy and breadth of customer data capture
across our portfolio for purposes of analytics and insight Safety and Privacy of customer data is taken very at Five Star
generation; and towards this, the company has put strong technology
B Use data, predictive analytics and machine learning to infrastructure, which is completely cloud-based with
complement our current underwriting processes to ensure adequate levels of safety. Annual Information Security audit
we onboard the most suitable borrowers and maintain a is also undertaken by an independent firm and the findings
robust asset quality; / observations are taken very seriously and remediation
C Developing a robust customer credit scoring model; measures are given utmost importance. The IS auditor also
48
Chairman's
Message
makes their independent presentation to the IT Strategy 10. Risk Management and Audit Framework:
Committee and all the items pending resolution are tracked The Company has a robust Risk Management framework
through the ATR mechanism. which lays down the overall approach, including policies,
processes, controls and systems, through which risk appetite is
Highlights
The Company also has an IT Steering Committee, consisting established, communicated as well as monitored. From a risk
Business
of members from the Management team, and an IT Strategy management perspective, the Company follows the “3 lines of
Committee consisting of Board Directors and members from defence model” wherein:
the Management team, and this Committee reviews, at least on
a half-yearly basis, all the technology deliverables, benchmarks a. The first line of defence will be the Business and Support
the technology architecture of the Company against some of Units that will own the risks and manage the same, as
the best practices being followed by other industry players per laid down risk management guidelines. The primary
and also provides strategic inputs on the way forward from a responsibility for managing risks on a day-to-day basis will
CSR
technology perspective. continue to lie with the respective business units of the
Company.
From a security perspective, there is an Information Security b. The second line of defence will be the Risk Management
Committee, consisting of the members from the Management Department that would support the first line of defence by
team, that looks at all aspects of data security, data privacy, drawing up suitable risk management guidelines from time
vulnerabilities, if any, and also tracks items pending for to time to be able to manage and mitigate the risks of the
Directors
Board of
resolution. The Minutes of such meetings are also tabled to the Company.
IT Strategy Committee and to the Board of Directors for their c. The third line of defence will be the Audit Functions –
noting and approval. primarily the Internal Audit functions that are supported
by External Audits. The third line of defence focuses
The Company believes that the adoption of such digital service on providing the assurance that the risk management
delivery mechanisms has and will continue to enable us to be principles/policies and processes are well entrenched in the
more efficient, customer friendly and over time improve cost organisation and are achieving the objective of managing
Directors
Report
efficiencies through automation, and perform more reliable the risks of the organization.
data analytics for customized products to suit the diverse
requirements of our customers and improved customer Through the aforementioned model, the risks of the Company
satisfaction. are managed effectively. Being in the lending business, the
Company is exposed to the following risks:
MDA
Credit
Risk
Reputation Collateral
Risk Risk
CG Report
Human
Resource Liquidity
Risk
Organisational Risk
Risk BRSR
Compliance Financial
Risk Risk
Five Star
ESG @
Technology Operational
Risk Risk
Financial
Report
49
The Company has constituted a Risk Management Committee, All the aspects across regulatory compliance, company specific
which consists of members of the Board with years of experience policies and procedures, financial reporting and adherence to
and expertise across one or more of these areas and which meets accounting standards, etc are covered and reported to the Audit
at periodical intervals to discuss the various risks. The primary Committee of the Board.
focus is on the portfolio composition and characteristics, and
various cuts of the portfolio are presented to the Committee. As stated above, the RBIA framework of the company has
The Committee undertakes in-depth discussion on the existing analysed all the functional processes, understood the risks
and possible risks that may emanate and the proactive actions inherent in such processes and tailored an audit scope which
that could be taken to mitigate these risks. In addition to is in line with the risk profiles. The Company’s audit function
portfolio analysis, the Liquidity Risk Management Framework is headed by a Chief Audit Officer (CAO), who is a senior
is also discussed in detail, to understand the composition of professional with years of experience in the audit function.
the Company’s liabilities. In addition, there are also discussions The findings of the audit exercise are presented to the Audit
around HR risks, operational risks along with reviewing the Key Committee on a quarterly basis and also reported periodically
Risk Indicators. On an annual basis, the RMC also undertakes to the Board.
the ICAAP (Internal Capital Adequacy Assessment Process)
assessment to understand possible implications on the capital 11. Internal Financial Controls:
position of the Company. The internal financial control over financial reporting is a
process that is designed to provide reasonable assurance
A very comprehensive risk management policy has been put regarding the reliability of financial reporting and preparation
in place detailing the mitigants available in the processes to of financial statements for external purposes in accordance
manage each of these risks. Additionally, Key Risk Indicators with the generally accepted accounting principles. The
(KRIs) have also been laid down for each of the risks associated Company’s Internal Financial Control system has been designed
with the elements mentioned above. The KRIs are tracked commensurate to the size and complexity of the company’s
on a periodic basis by the Risk Management Committee. The business and operations. The control system is designed to
RMC is kept informed of the limits for each of these KRIs, provide a high degree of assurance regarding the effectiveness
and whenever the actuals come close to breaching the limits and efficiency of the controls and mitigants to ensure that the
specified, RMC clearly specifies corrective actions to be adopted operations and processes remain at acceptable levels, as far as
by the Company. possible.
From an underwriting perspective, the business model of the The following are the types of controls documented and tested
Company has been tailored to ensure that all the activities are as part of the Internal Financial Controls testing. The Controls
done by people who are employed on the rolls of the Company. are based on the type of the Risks addressed:
Be it sourcing, credit assessment or collections, all the activities Operational Controls: Controls designed and implemented
are carried out by the Company’s employees. As already stated, to address the operational level risks or non adherence to the
the Company’s underwriting model hinges on 3 Cs – Character, policies and practices of the Company.
Cashflow and Collateral, which is evaluated by 2 sets of people
– business team, which has a vested interest in the proposal Financial Controls: Controls designed and implemented to
but still given the responsibility of verification in order to address the risks of having a financial reporting impact or
fix responsibility and accountability, and credit team, which misstatement in financial statements of the Company.
does not have any incentive to sanction a file. This ensures
that there is a strong maker-checker mechanism in place. Not Compliance Controls: Controls designed and implemented to
only in the underwriting process, the maker-checker process address the risk of non-compliance with the relevant statutory
is an inherent part of every single process undertaken by the guidelines / provisions of the law of the land.
Company and acts as one of the strongest risk management
strategy. The Company has engaged an external audit firm to review
the risk control matrices on a periodic basis and undertake
During FY2023, the company had implemented the Risk-based a comprehensive testing to certify the efficacy of internal
Internal Audit Framework (RBIA) as mandated by the Reserve controls and suggest improvements as may be required. Their
Bank of India. Under this framework, the Company’s processes findings are presented to the Audit Committee on a periodic
are evaluated for the inherent risks and classified into high basis. This ensures that there is an external validation to the
risk, medium risk and low risk processes. The audit scope and efficient workings of the process and financial controls that
coverage are then determined based on the risk characteristic have been put in place by the company.
of the underlying processes. The Company’s audit process is
overseen by the Audit Committee of the Board and is broken into
3 parts – Statutory Audit undertaken by the Statutory Auditors,
Internal Audit undertaken by an external audit firm and
Internal Process audit undertaken by an in-house audit team.
50
51
Corporate
Governance Report

Annexure D
Corporate Governance Report
The fundamental objective of “Good Corporate Governance The board is committed to representing the long-term interests
and Ethics” is to ensure the commitment of an organization in of the stakeholders and in providing effective governance
managing the Company in a legal and transparent manner in over the Company’s affairs and exercise reasonable business
order to maximize the long-term value for all its stakeholders judgment on the affairs of the Company.
i.e. shareholders, customers, employees and other partners.
The Company’s day to day affairs is managed by the Chairman &
Company Philosophy Managing Director and a competent management team, under
Five-Star Business Finance Limited’s (Five-Star) philosophy the overall supervision of the Chairman and the Board. The
on corporate governance envisages adherence to the highest Company has in place an appropriate risk management system
levels of commitment, integrity, transparency, accountability covering various risks that the Company is exposed to which are
and fairness, in all areas of its business and in all interactions discussed and reviewed by the Board and other relevant Board
with its stakeholders. Committees. The Company’s commitment to ethical and lawful
business conduct is a fundamental shared value of the Board,
Your Company has fair, transparent and ethical governance the Senior Management, and all employees of the Company.
practices, essential for augmenting long-term stakeholder
value and retaining investor trust. This has been possible Composition
through continued efforts and commitment to the highest In compliance with the provisions of the Companies Act, 2013,
standards of corporate conduct. and SEBI (LODR) Regulations, 2015, the Board of your Company
has an optimum combination of Executive, Non-Executive
Your Company has a dynamic, experienced and well-informed and Independent Directors. As on the date of this report, your
Board. The Board along with its Committees, with the Corporate Board of Directors consists of Eight (8) members including
Governance mechanism in place, undertakes its fiduciary the Chairman & Managing Director. Of these, four (4) are
duties towards all its stakeholders. Your Company has adopted Independent Directors (out of which one (1) is Women Director)
a set of internal guidelines on Corporate Governance in line and three (3) are Non-Executive Directors.
with its philosophy and the same is available on the website of
the Company at https://fivestargroup.in/investors/. Mr Lakshmipathy Deenadayalan is the Executive Chairman &
Managing Director of the Company.
Your Company was in compliance with the Master Directions
applicable to Systemically Important Non-Deposit Taking The board members have collective experience in diverse
Non-Bank Finance Companies issued by the Reserve Bank of fields like banking and financial services, audit, finance, risk,
India and in compliance with the Master Directions – Reserve compliance, technology and data science. The directors are
Bank of India (Non-Banking Financial Company – Scale Based appointed based on their qualification and experience in varied
Regulation) Directions, 2023 and applicable SEBI Regulations. fields. None of the directors are inter-se related.
Board of Directors The details of directors as of March 31, 2024, including the
The corporate governance practices of the Company ensure details of their other board directorship and committee
that the board of directors remains informed, independent membership reckoned in line with regulation 26 of the SEBI
and involved in the Company and that there are ongoing efforts (LODR) Regulations, 2015 and Companies Act, 2013 the Act as
towards better governance to mitigate risks. well as their shareholdings, are given below:
No of No of
No of
No of Committee Committee
Directorship
Shares membership where the
Name Category including
held in the including Director is
Five-Star as
Company Five-Star as Chairperson
per reg 17A
per reg 26 as per Reg 26
Mr Lakshmipathy Deenadayalan Promoter Chairman 30,690,678 1 1 -

& Managing Director
Ms Bhama Krishnamurthy Independent Director Nil 5 5 -
Mr Anand Raghavan Independent Director Nil 2 3 2
Mr T T Srinivasaraghavan Independent Director Nil 3 2 -
Mr Ramkumar Ramamoorthy Independent Director Nil 1 1 1
Mr Vikram Vaidyanathan Non-Executive Director Nil 1 1 -
Mr G V Ravishankar Non-Executive Director Nil 1 - -
Mr Vasan Thirulokchand Non-Executive Director Nil 1 1 -
52
Chairman's
Message
The names of the other listed entities where the directors are holding directorship as at March 31, 2024 are given below:
Name Names of the Listed Entities Category
Mr Lakshmipathy Deenadayalan - -
Highlights
Ms Bhama Krishnamurthy Thirumalai Chemicals Limited Independent Director
Business
Network18 Media & Investments Limited Independent Director
Cholamandalam Investment and Finance Company Limited Independent Director
CSB Bank Limited Independent Director
Muthoot Microfin Limited Independent Director
Mr Anand Raghavan Muthoot Microfin Limited Independent Director
Mr T T Srinivasaraghavan Sundaram Finance Limited Non-Executive Director
RK Swamy Limited Independent Director
CSR
Mr Vasan Thirulokchand - -
Mr Vikram Vaidyanathan - -
Mr G V Ravishankar - -
Mr Ramkumar Ramamoorthy - -
Competencies of the Board Core Skills / Expertise / Competencies
Directors
Board of
The following is the list of core skills / expertise / competencies
Financial Services
identified by the Board of Directors as required in the
Strategy & Planning
context of Company’s business for effective functioning. It
Risk Management
is also confirmed that the directors possess these skills and
Corporate Governance
competencies to ensure effective functioning of the Company.
Technology
Management & Leadership
Directors
Report
The director-wise skills and competencies are laid out in the table below:
Financial Strategy & Risk Corporate Management &

Name Technology
Services Planning Management Governance Leadership
Mr Lakshmipathy Deenadayalan
Ms Bhama Krishnamurthy
MDA
Mr Anand Raghavan
Mr T T Srinivasaraghavan
Mr Ramkumar Ramamoorthy
CG Report
Mr Vasan Thirulokchand
Mr Vikram Vaidyanathan
Mr G V Ravishankar
In the opinion of the board, the independent directors of the has a valid certificate of registration for his/her enrollment into
BRSR
Company fulfill the conditions specified in Listing Regulations the data bank for Independent Directors.
/ Companies Act, 2013 and are independent of the management
of the Company. None of the Independent Directors are Promoters or are related
to Promoters. They do not have pecuniary relationship with the
Independent Directors Company and further do not hold two percent or more of the
Pursuant to Section 149(7) of the Companies Act, 2013 read total voting power of the Company.
Five Star
ESG @
along with Rule 6 of the Companies (Appointment and

Qualifications of Directors) Rules, 2014 of the Companies Act, The Company has formulated and adopted a policy on Fit and
2013 and Regulation 25(8) of the SEBI (LODR) Regulations, 2015, Proper Criteria for the Directors as per the provisions of the RBI
the Company has received necessary declarations/ disclosures Master Directions. All the Directors have confirmed that they
from each of the Independent Director of the Company stating satisfy the fit and proper criteria at the time of the appointment
that he/she meets the criteria of independence as required / re-appointment and on a continuing basis as prescribed under
Financial
under Section 149(6) of the Companies Act, 2013 and that he/she the RBI Master Directions.
Report
53
The Company had issued a formal letter of appointment to Meetings of the Board
all Independent Directors and the terms and conditions of The board meets at regular intervals with an annual calendar
their appointment have been disclosed in the website of the and a formal schedule of matters specifically reserved for its
Company. attention to ensure that it exercises full control over significant
strategic, financial, operational and compliance matters. The
During the year under review, in line with the requirement board is regularly briefed and updated on the key activities of
under section 149(8) and schedule IV of the Act, the independent the business and is provided with comprehensive briefings and
directors had a separate meeting on April 19, 2023, to enable presentations on operations, compliance, risk management
Independent Directors, discuss matters relating to Company’s system, internal controls, asset liability management, risk and
affairs and put forth their views without the presence of the IT framework, fraud control, quarterly financial statements and
non-independent directors and management team. other matters concerning the Company.
Formal Induction and Familiarisation Programme The Board / Committee Meetings are convened by giving
The Company’s independent directors are eminent appropriate notice well in advance of the meetings. The
professionals and are fully conversant and familiar with Directors / Members are provided with appropriate information
the business of the Company. The Company has an ongoing in the form of agenda in a timely manner to enable them to
familiarization programme for all directors with regard to their deliberate on each agenda item and make informed decisions
roles, duties, rights, responsibilities in the Company, nature and provide appropriate directions to the Management.
of the industry in which the Company operates, the business
model of the Company, etc. The programme is embedded in Video-conferencing facility was made available to facilitate
the regular meeting agenda where alongside the review of Director(s) present at other locations to participate in the
operations, financials and Company strategy are presented meetings. The same was conducted in compliance with the
on a quarterly basis. Specific topics of relevance with respect applicable laws. The Management Team attends the Board and
to the Company’s operations are also covered as part of the Committee meetings upon invitation on need basis. The board
Board Committee meetings. The details of the familiarization also takes on record the declarations and confirmations made
programme attended by directors are available on the website by the executive director, chief financial officer, and company
of the company at https://fivestargroup.in/investors/. secretary, regarding compliances of all laws.
Code of Conduct During the financial year ended March 31, 2024, 08 (Eight) Board
Your Company has adopted a Code of Conduct for members of Meetings were held on April 19, 2023, May 09, 2023, July 29,2023,
the Board (incorporating Code for Independent Directors) and August 16, 2023, October 31, 2023, February 01, 2024, February
the Senior Management. The Code aims at ensuring consistent 29, 2024 and March 16, 2024, and not more than 120 days elapsed
standards of conduct and ethical business practices across the between any two meetings
Company.
Particulars of the Directors’ attendance to the Board Meetings
All Board members and senior management personnel have during the financial year ended March 31, 2024, are given below:
affirmed compliance with the Company’s code of conduct
for the financial year 2023-24. A declaration signed by Chief
Executive Officer is enclosed with this report as Annex I.
No. of Attendance at
No. of
Designation meetings % of last AGM held on
Name of the Directors meetings
& Category entitled to attendance September 16,
attended
attend 2023
Mr Lakshmipathy Deenadayalan Chairman & Managing Director 8 8 100.00% Yes

Ms Bhama Krishnamurthy Independent Director 8 8 100.00% Yes
Mr Anand Raghavan Independent Director 8 8 100.00% Yes
Mr T T Srinivasaraghavan Independent Director 8 8 100.00% Yes
Mr Ramakumar Ramamoorthy Independent Director 8 7 87.50% Yes
Mr Vasan Thirulokchand Non-Executive 8 8 100.00% Yes
Non-Independent Director
Mr Vikram Vaidyanathan Non-Executive 8 5 62.50% No
Mr Ravishankar G V Non-Executive 8 5 62.50% No
54
Chairman's
Message
Changes in Board during the Financial Year Certificate from Company Secretary in Practice
During the financial year under review, Mr Thirulokchand Mr S Sandeep, Managing Partner of M/s S Sandeep & Associates
Vasan, Non-Executive Director (DIN 07679930), retired by has issued a certificate as required under the Listing
rotation and being eligible offered himself for reappointment Regulations, confirming that none of the directors on the board
Highlights
in the last Annual General meeting of the Company held on of the Company has been debarred or disqualified from being
Business
September 16, 2023. appointed or continuing as director of companies by SEBI /
Ministry of Corporate Affairs or any such statutory authority.
There were no appointment/resignation or change in A certificate to this effect has been enclosed to this report as
designation of directorships during the financial year 2023-24. Annex II.
Changes in Board after the Financial Year Committees of the Board

Mr Vikram Vaidyanathan (DIN: 06764019), non-executive Director The board has constituted various committees to enable
CSR
representing Matrix Partners India Investment Holdings II, focused decision making and discharging its responsibilities.
LLC and Mr G V Ravishankar (DIN: 02604007), non-executive The eight Committees of the board are Audit committee (AC),
director representing Peak XV Partners Investments V stepped Nomination & remuneration committee (NRC), Stakeholders
down from the Directorship w.e.f April 30, 2024. Details relating relationship committee (SRC), Risk management committee
to resignation are available in the website of the Company (RMC), Corporate social responsibility committee (CSR),
https://fivestargroup.in/investors/ and stock exchanges viz Business & resource committee (BRC), IT strategy committee
Directors
Board of
www.bseindia.com, www.nseindia.com. (ITC) and Customer service committee (CSC). Besides, the board
has constituted Asset & liability committee (ALCO), IT steering
Director Retiring by Rotation committee and IT security committee as per the RBI Master
In terms of Section 152(6) of the Act read with the Articles of Directions.
Association of the Company, not less than one-third of the total
number of retiring directors should retire by rotation, at every The board at the time of constitution of each committee fixes
Annual General Meeting. For the purpose of this section, the the terms of reference, reviews it and delegates powers from
Directors
Report
total number of directors to retire by rotation shall not include time to time. Various recommendations of the committees are
Independent Directors. submitted to the board for approval. During the year, the board
has accepted all recommendations of the committees. The
As per provisions of Section 152(6) of the Companies Act 2013, Mr minutes of the meetings of all the committees are circulated to
Thirulokchand Vasan (DIN: 07679930) would retire by rotation the board for its information.
and being eligible offered himself for re-appointment at 40th
Annual General Meeting of the Company. Details of the Committees of the Board and other related
MDA
information as of March 31, 2024, are given in the table below:
Name of the Directors AC NRC SRC RMC CSR BRC ITC CSC
Mr Lakshmipathy Deenadayalan - - M M C C M M
Ms Bhama Krishnamurthy M C - M M - - -
Mr Anand Raghavan C M - M M - - -
CG Report
Mr T T Srinivasaraghavan - - - C - - - C
Mr Ramkumar Ramamoorthy - - C M - - C -
Mr Vasan Thirulokchand - - M - - M - M
Mr Vikram Vaidyanathan M M - - - M - -
Mr G V Ravishankar - - - - - - M -
C: Chairperson M: Member
Audit Committee days (120) and the requisite quorum was present in all the BRSR
Composition and Meetings Committee meetings. The Chairperson of the Audit Committee
The composition and the terms of reference of the Committee is an Independent Director. All the Members of the Committee
are in conformity with the provisions of Section 177 of are financially literate and possess strong accounting and
the Companies Act, 2013 and Regulation 18 of the Listing financial management expertise. The Managing Director, Chief
Regulations. As on the date of this report, the Audit Committee Executive Officer, Chief Financial Officer, Statutory Auditors
comprises of the following members: and Internal Auditors are invited to the meetings of the Audit
Five Star
1. Mr Anand Raghavan, Independent Director (Chairperson) Committee. The Company Secretary of the Company acts as
ESG @
2. Ms Bhama Krishnamurthy, Independent Director Secretary to the Committee. In line with the requirement under
3. Mr Vikram Vaidyanathan, Non-Executive Director RBI regulations, the committee had separate meetings every
quarter with Head – Internal Audit of the company without the
The Audit Committee of the Board met four (4) times during the presence of the executive director and the management team.
financial year on May 08, 2023, July 28, 2023, October 30, 2023 and
January 31, 2024 respectively. The gap between two meetings
Financial
Report
of the Committee did not exceed one hundred and twenty
55
The detailed attendance for the said meetings are given below:
No. of meetings No. of meetings

Name of Members Category Designation
entitled to attend attended
Mr Anand Raghavan Independent Director Member & Chairperson 4 4
Ms Bhama Krishnamurthy Independent Director Member 4 4
Mr Vikram Vaidyanathan Non-Executive Director Member 4 3
Brief description of Terms of reference: Nomination & Remuneration Committee

The Audit Committee is one of the key pillars of Corporate Composition and Meetings
Governance, as it ensures hygiene in financial reporting and The composition and the terms of reference of the Committee
audit matters. The scope of the committee primarily comes from are in conformity with the provisions of Section 178 of the
Schedule II Part C of Securities and Exchange Board of India Companies Act, 2013 and Regulation 19 of the Listing Regulations.
(Listing Obligations and Disclosure Requirements), Regulations As on the date of this report, the Nomination & Remuneration
2015 (SEBI LODR Regulations). The terms of reference Committee comprises of the following members:
inter-alia includes review/oversee the Company’s financial 1. Mrs Bhama Krishnamurthy, Independent Director
reporting process and the disclosure of its financial interest, (Chairperson)
recommending to the Board for appointment, remuneration 2. Mr Anand Raghavan, Independent Director
and terms of appointment of the statutory auditor, review 3. Mr Vikram Vaidyanathan, Non-Executive Director
of annual financial statements and auditors report, review
of statement of uses/ application of funds raised through an The Nomination & Remuneration Committee of the Board
issue, granting omnibus/prior approval for the related party met 2 (Two) times during the financial year on May 08, 2023
transactions, review of inter-corporate loans and investments, and August 16, 2023. The requisite quorum was present in all
valuation of undertaking or assets of the Company, Internal the Committee meetings. The Committee is chaired by Non-
financial controls, review of internal audit reports (including Executive Independent Director. The majority of the members
ensuring adequacy of internal audit function, in terms of of this committee are independent directors. In addition to
strength and scope), approving information system (IS) audit the members of the Nomination & Remuneration Committee,
policy, reviewing processes and system of internal audit of all these meetings were also attended by the management team
outsourced activities, review of whistle blower mechanism and members who were considered necessary for providing input
such other matters as prescribed under Companies Act 2013 to the Committee on need basis. The Company Secretary acts as
and SEBI LODR Regulations. the Secretary to the Committee.
The detailed attendance for the said meetings is given below:

Ms Bhama Krishnamurthy Independent Director Member & Chairperson 2 2
Mr Anand Raghavan Independent Director Member 2 2
Mr Vikram Vaidyanathan Non-Executive Director Member 2 1
Brief description of Terms of Reference Performance Evaluation of Board, its Committees and Directors
One of the important aspects of corporate governance is the As per the provisions of the Companies Act, 2013 and Directors
effective functioning of the Board and its committees, and key Appointment, Remuneration and Evaluation Policy, the Board
management who acts under the guidance of the Board and has carried out an annual evaluation of its own performance, the
its committees. The Nomination & Remuneration committees directors individually as well as the evaluation of the working
ensure a proper level of balance between executive and non- of its Committees. A structured exercise was carried out based
executive directors and diversity in the Board by undertaking on the criteria for evaluation forming part of the Directors
diligence in matters relating to evaluation, appointment and Appointment, Remuneration and Evaluation Policy, which
remuneration to the Directors, KMPs and senior management. includes a framework to evaluate the performance of Directors,
The scope of the committee primarily comes from Schedule Board and Committees, Criteria for Evaluation. Further, the
II Part D of Securities and Exchange Board of India (Listing inputs received from the Directors, covering various aspects of
Obligations and Disclosure Requirements), Regulations 2015 the Board’s functioning such as adequacy of the composition
(SEBI LODR Regulations). The terms of reference inter-alia of the Board and its Committee, attendance at meetings, Board
include to consider and recommend persons who are qualified culture, duties of directors, and governance were reviewed.
for board positions, evaluate directors performance prior to
recommendation for re-appointments, assess the fit and proper The aforesaid policy is available on the website of the Company
criteria of all the directors, identify persons who are qualified to at https://fivestargroup.in/investors/.
be in senior management and recommend their appointments,
remuneration payable and removal. Further, the committee
shall work with risk management committee to achieve
effective alignment between compensation and risks.
56
Chairman's
Message
Stakeholders Relationship Committee 2. Mr Lakshmipathy Deenadayalan, Chairman & Managing
Composition and Meetings Director
The composition and the terms of reference of the Committee 3. Mr Thirulokchand Vasan, Non-Executive Director
are in conformity with the provisions of Section 178 of
Highlights
the Companies Act, 2013 and Regulation 20 of the Listing The Stakeholders Relationship Committee met on February
Business
Regulations. As on the date of this report, the Stakeholders 29, 2024. The requisite quorum was present in the Committee
Relationship Committee comprises of the following members: meeting. The Company Secretary acts as the Secretary to the
1. Mr Ramkumar Ramamoorthy, Independent Director Stakeholders Relationship Committee.
(Chairperson)

CSR
Mr Ramkumar Ramamoorthy Independent Director Member & Chairperson 1 1

Mr Thirulokchand Vasan Non-Executive Director Member 1 1
Mr Lakshmipathy Deenadayalan Chairman & Managing Director Member 1 1
Brief description of Terms of Reference Risk Management Committee
Directors
Board of
The Stakeholders relationship committee inter-alia oversees Composition and Meetings
the investor grievances. The primary scope of the committee The composition and the terms of reference of the Committee
comes from Schedule II Part D of SEBI LODR Regulations. It are in conformity with the provisions of Regulation 21 of the
considers and resolve the grievances of the security holders Listing Regulations and Master Directions issued by Reserve
of the Company including complaints related to transfer/ Bank of India. As on the date of this report, the Risk Management
transmission of shares, non-receipt of annual report, Committee comprises of the following members:
Directors
non-receipt of declared dividends, issue of new/duplicate 1. Mr T T Srinivasaraghavan, Independent Director
Report
certificates, general meetings etc. (Chairperson)
2. Ms Bhama Krishnamurthy, Independent Director
Details of Investor Complaints 3. Mr Lakshmipathy Deenadayalan, Chairman & Managing
While the Company has dematerialized its shares and Director
debentures, there are still some shareholders who hold 4. Mr Anand Raghavan, Independent Director
their shares in physical form. The Company has appointed 5. Mr Ramkumar Ramamoorthy, Independent Director
Kfin Technologies Limited (KFIN) as Registrar and Share
MDA
Transfer Agent for the equity shares and NSDL Data Base The Risk Management Committee met 2 (Two) times during
Management Limited (NDML) as its Registrar and Transfer the financial year on June 21, 2023 and November 27, 2023. The
Agent for its debenture’s issuances. Both these entities have requisite quorum was present in all the Committee meetings.
adequate systems to ensure provision of proper service to The Company Secretary acts as the Secretary to the Risk
the shareholders and debenture holders in accordance with Management Committee.
applicable corporate and securities laws and as per accepted
CG Report
service standards.
The Company has not received any complaint from the investors
of the Company. All the queries received from investors were
duly addressed by the RTAs of the Company
BRSR
Mr T T Srinivasaraghavan Independent Director Member & Chairperson 2 2
Mr Ramkumar Ramamoorthy Independent Director Member 2 2
Five Star

ESG @
Brief description of Terms of Referencee a detailed risk management policy, ensures that appropriate
The risk management committee is constituted under the methodology, processes and systems are in place to monitor
framework and terms of reference provided under SEBI LODR and evaluate risks associated with the business of the Company,
and Master Directions issued by Reserve Bank of India as monitor and oversee implementation of the risk management
applicable to the Company. It inter-alia considers and formulate policy, including evaluating the adequacy of risk management
Financial
Report
57
systems, periodically review the risk management policy, Companies Act, 2013. As on the date of this report the Corporate
including by considering the changing industry dynamics Social Responsibility Committee comprises of following
and evolving complexity, appointment, removal and terms of members:
remuneration of the Chief Risk Officer. Besides, the committee 1. Mr Lakshmipathy Deenadayalan, Chairman & Managing
periodically monitors the critical risk exposures and makes Director (Member and Chairperson)
recommendations to the board, reviews outsourcing risks, 2. Mrs Bhama Krishnamurthy, Independent Director
review of IT/ cyber security related risks in consultation with IT 3. Mr Anand Raghavan, Independent Director
strategy committee and evaluate the overall risks faced by the
Company including liquidity risk. The Corporate Social Responsibility Committee of the Board
met 4 (Four) times during the financial year on May 08, 2023,
Corporate Social Responsibility Committee September 20, 2023, December 26, 2023, and March 16, 2024. The
Composition and Meetings requisite quorum was present in all the Committee meetings.
The composition and the terms of reference of the Committee The Company Secretary acts as the Secretary to the CSR
are in conformity with the provisions of Section 135 of the Committee.

Mr Lakshmipathy Deenadayalan Chairman & Managing Director Member & Chairperson 4 4
Brief description of Terms of Reference 1. Mr Ramkumar Ramamoorthy, Independent Director -

The Corporate Social Responsibility Committee inter-alia Chairperson
formulates CSR policy, recommends the amount of expenditure 2. Mr Lakshmipathy Deenadayalan, Chairman & Managing
to be incurred, oversees the CSR projects, recommend the Director – Member
annual action plan in pursuance of the CSR policy and such 3. Mr G V Ravishankar, Non-Executive Director – Member
other matters as prescribed under Companies Act 2013 and
carry out any other function or activity as may be required to The IT Strategy Committee meets regularly to review the areas
ensure that the CSR objectives are met. falling within its terms of reference as given below. During the
financial year ended March 31, 2024, the IT Strategy Committee
IT Strategy Committee - Composition and Meetings met 2 (Two) times on September 09, 2023, and December 20,
The composition and the terms of reference of the Committee 2023 respectively. The requisite quorum was present in all
are in conformity with the provisions of Master Directions the Committee meetings. The Company Secretary acts as the
issued by Reserve Bank of India. As on the date of this report, the Secretary to the IT Strategy Committee.
IT Strategy Committee comprises of the following members:

Mr Ramkumar Ramamoorthy Independent Director Member & Chairperson 2 2
Mr G V Ravishankar Non Executive Director Member 2 1
Brief description of Terms of Reference Business & Resource Committee

The scope of IT Strategy Committee is prescribed under Master Composition and Meetings
Directions issued by Reserve Bank of India. In this regard, the As on the date of this report, the Business & Resource
IT Strategy Committee inter-alia recommends/approve the Committee comprises of the following members:
IT strategy and policy documents, oversees the IT process 1. Mr Lakshmipathy Deenadayalan, Chairman & Managing
and practices that ensure that the IT delivers value to the Director (Chairperson)
business, review the IT resources needed to achieve strategic 2. Mr Vikram Vaidyanathan, Non-Executive Director
goals and provide high-level direction for sourcing and use 3. Mr Thirulokchand Vasan, Non-Executive Director
of IT resources, ensuring proper balance of IT investments
for sustaining Five Star’s growth and becoming aware about The Business & Resource Committee of the Board met 22
exposure towards IT risks and controls, review of adequacy and (Twenty Two) times during the financial year on April 19, 2023,
effectiveness of the business continuity planning and disaster June 09, 2023, June 15, 2023, June 22, 2023, June 30, 2023, July 11, 2023,
recovery management. August 09, 2023, August 31, 2023, September12, 2023, September
58
Chairman's
Message
26, 2023, October 10, 2023, November 06, 2023, November 22, 2024, March 19, 2024 and March 23, 2024. The requisite quorum
2023, December 01, 2023, December 12, 2023, December 27, 2023, was present in all the Committee meetings.
January 12, 2024, January 29, 2024, February 06, 2024, March 04,
Highlights
Business
Mr Lakshmipathy Deenadayalan Chairman & Managing Director Member & Chairperson 22 22
Mr Vikram Vaidyanathan Non-Executive Director Member 22 -
Mr Thirulokchand Vasan Non-Executive Director Member 22 22
Brief description of Terms of Reference
CSR
The Business & Resource Committee acts upon the delegation The compensation paid to the directors is within the statutory
of authority provided by the Board of Directors of the ceiling and the scale approved by the board and shareholders.
Company, it engages as and when required by the business, to The non-executive directors are also paid sitting fees subject
approve various requirements such as fund raising by way of to the statutory ceiling for all board and committee meetings
issuance and allotment of non-convertible debentures, ESOPs, attended by them.
securitization, credit facilities from bank/financial institution,
Directors
Board of
approve investments / borrowings, assignment of receivables During the financial year ended March 31, 2024, there were no
as per the limits prescribed by the board and oversee the pecuniary relationship / transactions of any non-executive
asset liability management system of the Company. It further directors with the Company, apart from receiving remuneration
undertakes operational activities such as issuance of duplicate as directors. During the financial year ended March 31, 2024, the
share certificates and matters relating to transmission of Company did not advance any loans to any of its directors.
shares.
Directors
Criteria for Board Nomination
Report
Customer Service Committee The Nomination & Remuneration Committee is responsible
The Company had constituted Customer Service Committee for identifying persons for initial nomination as directors and
on February 01, 2024, as per the Master Direction - RBI (Internal evaluating incumbent directors for their continued service.
Ombudsman for Regulated Entities) Directions, 2023. The committee has formulated a charter in terms of the
provisions of the Act, regulation 19(4) of SEBI LODR Regulations
Composition and Meetings and RBI guidelines, which inter-alia, deals with the personal
The Customer Service Committee comprises of the following traits, competencies, experience, background, and other fit
MDA
members: and proper criteria. These attributes shall be considered for
1. Mr T T Srinivasaraghavan, Independent Director - nominating candidates for board positions/re-appointment of
Chairperson directors.
2. Mr Lakshmipathy Deenadayalan, Chairman & Managing
Director – Member Criteria for appointment of Senior Management
3. Mr Thirulokchand Vasan, Non-Executive Director – Member The nomination & remuneration committee is responsible for
CG Report
identifying and recommending persons who are qualified to
There were no meetings of the Consumer Service Committee be appointed in senior management including recommending
during the financial year 2023-24. their promotion / remuneration. The committee has formulated
the charter in terms of the provisions of the Act and SEBI
Brief description of Terms of reference LODR Regulations, which inter-alia, deals with the criteria for
The Customer Service Committee inter-alia determines the identifying persons who are qualified to be appointed in senior
structure of emoluments, facilities and benefits accorded to management and periodical review of succession planning BRSR
the Internal Ombudsman /Deputy Internal Ombudsman based for board and senior management. These attributes shall be
on the experience and expertise, review and analyze Customer considered for nominating candidates for senior management
Complaints furnished by the Internal Ombudsman, approve a position.
Standard Operating Procedure (SOP) for handling complaints
and recommend to the Board for its approval, review all cases Particulars of Senior Management
where the decision of the Internal Ombudsman has been The senior management are identified as per SEBI (Listing
Five Star
rejected by the Company, review the mechanism of Complaints Obligations & Disclosure Requirements) Regulations 2015 read
ESG @
Management Software. with Directors Appointment Remuneration and Evaluation

Policy. As on March 31, 2024, the following persons were
Remuneration to Director identified as Senior Management of the Company.
The Company has in place a remuneration policy which is
guided by the principles and objectives as enumerated in
section 178 of the Companies Act 2013 and RBI guidelines
Financial
Report
59
Name Designation
Mr Lakshmipathy Deenadayalan Chairman & Managing Director

Mr Rangarajan Krishnan Chief Executive Officer
Mr Srikanth Gopalakrishnan Chief Financial Officer
Ms Shalini Baskaran Company Secretary & Compliance Officer
Mr Jayaraman Sankaran Chief Risk Officer
Mr Naveen Raj Chief Audit Officer
Mr Vijayraghavan V Chief Compliance Officer
During the financial year, Mr Vijayaraghavan V was appointed as the Chief Compliance Officer w.e.f October 1, 2023.
Policy on Board diversity Remuneration to Chairman & Managing Director
The Nomination & Remuneration Committee has devised The details of remuneration as approved by the Board and
a policy on board diversity which sets out the approach to shareholders based on the recommendations of the Nomination
diversity on the board of the Company. The policy provides & Remuneration Committee and paid to Mr Lakshmipathy
for having a truly diverse board, comprising of appropriately Deenadayalan, Chairman & Managing Director for the financial
qualified people with a broad range of experience relevant to year ended March 31, 2024, are as follows:
the business of the Company.
Particulars Amount (In Lakhs)
Gross Salary -
Salary as per provisions of Section 17(1) of the Income Tax Act, 1961 590.27
Value of perquisites under Section 17(2) of Income Tax Act, 1961 1.57
Profits in lieu of salary under Section 17(3) of Income Tax Act, 1961 -
Commission, Bonus etc 314.5
Stock Options -
Pension -
Total 906.29
Remuneration to Non-Executive Directors

Sitting Fees
All directors except the Chairman and Managing Director and Strategy Committee and Risk Management Committee meeting,
Non-Executive Directors representing investors are paid a and INR 20,000 for attending Stakeholders relationship
sitting fee of INR 60,000 for attending every meeting of the Committee and Corporate Social Responsibility Committee,
Board and INR 40,000 for attending every meeting of the Audit and meeting of Independent Directors.
Committee, Nomination and Remuneration Committee, IT
The details of sitting fees paid to Directors during the financial year are as follows:
Sitting Fees (INR)

Name Designation
Board Committee
Mr Anand Raghavan Independent Director 480,000 420,000

Ms Bhama Krishnamurthy Independent Director 480,000 440,000
Mr T T Srinivasaraghavan Independent Director 480,000 120,000
Mr Ramkumar Ramamoorthy Independent Director 420,000 220,000
Mr Vasan Thirulokchand Non-Executive Director 480,000 20,000
Total 2,340,000 1,220,000
Commission to Non-Executive Director
The Non-Executive Directors (excluding Nominee Directors the recommendation by the Nomination & Remuneration
of Investors) and Independent Directors of the Company are Committee and approval by the Board within the limits
paid remuneration by way of annual commission based on prescribed under the Companies Act, 2013.
The details of commission paid to Non-Executive Directors for the financial year ended March 31, 2024, are as follows:
Name Designation Commission (INR)
Mr Anand Raghavan Independent Director 750,000

Ms Bhama Krishnamurthy Independent Director 750,000
Mr T T Srinivasaraghavan Independent Director 750,000
Mr Ramkumar Ramamoorthy Independent Director 750,000
Mr Vasan Thirulokchand Non-Executive Director 750,000
Total 3,750,000
60
Chairman's
Message
Related Party Transactions disclosures Code for prevention of insider trading
All related party transactions that were entered into during Your Company has adopted a code to regulate, monitor and
the financial year were on arm’s length basis and in ordinary report trading by insiders in securities of the company. The code
course of business. There were no materially significant inter-alia requires pre-clearance for dealing in the securities of
Highlights
transactions made by the Company with promoters, directors, the Company and prohibits the purchase or sale of securities
Business
key managerial personnel or other designated persons which of the Company while in possession of unpublished price
may have a potential conflict with the interest of the Company. sensitive information in relation to the company and during
There were no contracts or arrangements entered into with the period when the trading window is closed. The board has
related parties during the year to be disclosed under sections further approved the code for practices and procedures for
188(1) and 134(3)(h) of the Companies Act in form AOC 2. fair disclosure of unpublished price sensitive information and
policy governing the procedure of inquiry in case of actual or
The Company has in place a policy on related party transactions suspected leak of unpublished price sensitive information. The
CSR
as approved by the board and the same is available on the Company has also put in place a structured digital database as
website of the Company at https://fivestargroup.in/investors/. required under regulation 3(5) of SEBI (Prohibition of Insider
Trading) Regulations, 2015.
Whistle Blower Policy and Vigil Mechanism
Your Company has established a Vigil Mechanism and has Subsidiary Company
adopted a Whistle Blower Policy for directors and employees Your Company does not have any subsidiary Company. However,
Directors
Board of
to report their genuine concerns. The Whistle Blower Policy a policy for determining material subsidiaries is hosted on the
has been formulated with a view to provide a mechanism for website of your Company at https://fivestargroup.in/investors/..
employees and directors to approach the Audit Committee of
the Company. The said policy is available on the website of the Web-link of policies as per SEBI (LODR), Regulations 2015
Company at https://fivestargroup.in/investors/. Policy for determining material subsidiaries
Click Here
During the year under review, no complaints were received by
Directors
Report
the Company and no complaints are outstanding as on March Policy on Related Party Transactions
31, 2024. Click Here
Disclosure under POSH Act, 2013 Penalties

Your Company has not received any complaints under the There were no penalties, strictures imposed on the Company
Sexual Harassment of Women at Workplace (Prevention, by any statutory authority / regulatory authority, on any matter
Prohibition and Redressal) Act, 2013 during the financial year related to capital markets, during the last three years.
MDA
ended March 31, 2024 and there are no complaints pending as on
the end of the financial year.
Fees paid to Statutory Auditors

The total fees paid by the Company during the financial year ended March 31, 2024, to the Statutory Auditors including all entities in
their network firm / entity of which they are a part is given below:
CG Report
Particulars Amount (INR in Lakhs)
Fees for audit and related services paid to statutory auditors and affiliates firms and to entities of the 148.29
network of which the statutory auditor is a part
Other fees paid to statutory auditors & affiliates firms and to entities of the network of which the statutory 47.00
auditor is a part
Total Fees 195.29
BRSR
Compliance Certificate on Corporate Governance
The certificate on compliance of corporate governance norms from a practicing company secretary is enclosed to this report as
Annex III.
CEO/CFO Certification
Chief Executive Officer and Chief Financial Officer have submitted a compliance certificate to the board regarding the financial
Five Star
ESG @
statements and internal control systems as required under regulation 17(8) of SEBI (LODR) 2015 is enclosed to this report as Annex
IV.
Financial
Report
61
General Body Meetings
Particulars of last three Annual General Meetings and special resolutions passed are given below:
Year Date & Time Venue Special Resolutions Passed
2023 September 16, 2023, at 11.00 AM Registered Office - Revision in remuneration of Mr Lakshmipathy Deenadayalan
(holding DIN:01723269), Chairman & Managing Director
- Fixing of borrowing limits for the Company
- Creation of Charges on the assets of the Company
- Offer / invitation to subscribe to Non-Convertible Debentures
(NCDs) on private placement basis
- Ratification of the extension of the benefits under the Five-Star
Associate Stock Option Scheme, 2015.
Associate Stock Option Scheme, 2015 to the employees of holding,
subsidiary companies and group companies (present or future) of
the Company
- Ratification of Five-Star Associate Stock Option Scheme, 2018
Associate Stock Option Scheme, 2018 to the employees of holding,
subsidiary companies and group companies (present or future) of
the Company
- Approval of Five-Star Associate Stock Option Scheme, 2023
(ASOP 2023)
- Approval for extending the benefits of the Five-Star Associate
Stock Option Scheme, 2023 (ASOP 2023) to the employees of the
group companies, including holding, subsidiary and associate
companies (present or future) of the Company
2022 September 2, 2022, at 10.30 AM Registered Office - Re-appointment and revision in remuneration of
Mr Lakshmipathy Deenadayalan (holding DIN:01723269),
Chairman & Managing Director
- Offer / invitation to subscribe to Non-Convertible Debentures
(NCDs) on private placement basis
- Appointment of Mr Ramkumar Ramamoorthy
(holding DIN: 07936844) as an Independent Director
2021 August 6, 2021, at 10.30 AM Registered Office - Re-appointment of Mr Anand Raghavan as Independent Director
- Appointment of Mr Gaurav Trehan as Non-executive Director
- Revision in remuneration of Mr D Lakshmipathy,
Chairman & Managing Director of the Company
- Issue and offer of upto 300,000 equity shares of Rs 10/- each on
preferential basis by way of private placement
Extra-Ordinary General Meeting

There were no Extra-Ordinary General Meetings during the financial year ended March 31, 2024.
Postal Ballot
During the financial year ended March 31, 2024, no resolution was passed through postal ballot. No special resolution is proposed
to be conducted through postal ballot.
General Shareholder Information

A separate section on the above has been included in the annual report.
62
Chairman's
Message
Incorporation date May 7, 1984
CIN L65991TN1984PLC010844
Registered Office New No 27, Old No 4, Taylor’s Road, Kilpauk, Chennai - 600 010, Tamil Nadu, India
Highlights
Business
Company's correspondence details Five-Star Business Finance Limited
New No. 27, Old No. 4, Taylor's Road, Kilpauk, Chennai - 600 010, Tamil Nadu, India
Phone: 044 46106200 | Email: secretary@fivestargroup.in
Website: www.fivestargroup.in
Annual General Meeting

Date and Time Friday, September 13, 2024 at 11:00 AM
CSR
Venue The Annual General Meeting (AGM) will be held through video conference
in compliance with the applicable guidelines and circulars issued by the
Ministry of Corporate Affairs (MCA) and Securities and Exchange Board
of India (SEBI).
Financial Year April 01, 2023 to March 31, 2024
Directors
Board of
Dividend Payment date Not applicable
Listing on Stock Exchange The equity shares of the Company are listed on NSE and BSE
BSE Limited
Phiroze JeeJeebhoy Towers, Dalal street, Mumbai - 400 001
Directors
Report
National Stock Exchange of India Limited
Exchange Plaza, Floor 5, Plot C/1, Bandra-Kurla Complex, Bandra (East),
Mumbai-400051
The Debt Securities of the Company are listed on BSE
Payment of listing fees The Company has paid the annual listing fees to both BSE and NSE
MDA
Symbol FIVESTAR
Scrip Code 543663
ISIN (Equity shares) INE128S01021
CG Report
Registrar and Share Transfer Agent Equity Shares
KFin Technologies Limited
(Unit: Five-Star Business Finance Limited)
Selenium, Tower B, Plot No 31 and 32, Financial District, Nanakramguda,
Serilingampally, Hyderabad, Rangareddi 500 032, Telangana, India
Phone: 040 67162222 | email: einward.ris@kfintech.com
Debt Securities
BRSR
NSDL Database Management Limited
4th Floor, Trade World, ‘A’ Wing, Kamala Mills Compound,
Senapati Bapat Marg, Lower Parel, Mumbai – 400013
Phone: 022 4914 2597 | email: sachin.shinde@nsdl.co.in
Dematerialization of shares and liquidity As of March 31, 2024 99.82% of the Company’s shares were held in
Five Star
dematerialized form. The Company’s shares are regularly traded on BSE

ESG @
and NSE.
Those shareholders who hold shares in physical mode are requested to
convert their shareholding to demat mode at the earliest.
In case the securities are suspended from trading, Not Applicable

the directors report shall explain the reason thereof
Financial
Report
63
Share Transfer system As mandated by SEBI, securities of the Company can be transferred/
traded only in dematerialized form. Further, SEBI vide its circular dated
January 25, 2022, mandated that all service requests for issue of duplicate
certificate, claim from unclaimed suspense account, renewal/ exchange
of securities certificate, endorsement, subdivision/splitting
consolidation of certificate, transmission and transposition which were
allowed in physical form should be processed in dematerialized form
only. Shareholders holding shares in physical form are advised to avail
the facility of dematerialization.
Debenture Trustees Catalyst Trusteeship Limited

GDA House, Plot No. 85, Bhusari Colony (Right), Paud Road,
Pune – 411 038
Tel: +91 (020) 25280081 | email: dt@ctltrustee.com
Website: www.catalysttrustee.com
Outstanding Global Depository Receipts (GDRs) / The Company has not issued any GDRs/ADRs/Warrants or any
American Depository Receipts (ADRs) / Warrants or Convertible Instruments.
any Convertible Instruments, Conversion date and
likely impact on equity
Commodity price risk or foreign exchange risk and Your Company does not deal in any commodity and hence is not directly
hedging activities exposed to any commodity price risk. Further, the Company has availed
External Commercial Borrowings (ECBs) during the financial year ended
March 31, 2022, and has entered into derivative transactions with various
counter parties to hedge its foreign exchange risks and interest rate
risks associated thereon. The ECBs are fully hedged and do not possess
any foreign exchange risk.
Locations / Offices The Company’s registered office is in Chennai, and it operates out of 520
branches across the country.
Address for Correspondence KFIN Technologies Limited

Selenium, Tower B, Plot No- 31 and 32, Financial District,
Nanakramguda, Serilingampally, Hyderabad, Rangareddi 500 032,
Telangana, India
Phone: 040 67162222 | email: einward.ris@kfintech.com
Company Secretary & Compliance officer

Five-Star Business Finance Limited
New No.27, Old No. 4, Taylor’s Road, Kilpauk,
Chennai – 600 010 Ph: 044 46106200
www.fivestargroup.in | cs@fivestargroup.in
Contact details of the designated official for assisting Ms Shalini Baskaran

and handling investor grievances Company Secretary and Compliance Officer
Phone: 044 46106260
Email: shalini@fivestargroup.in |cs@fivestargroup.in
Credit Ratings as on March 31, 2024
Rating Agency Instrument Rating
ICRA Bank Facilities ICRA AA- (Stable)

Non-Convertible Debentures ICRA AA- (Stable)
Securitization ICRA AAA (SO)/AA+(SO)/AA(SO)
India Ratings & Research Bank Facilities IND AA-/Stable

Non-Convertible Debentures IND AA-/Stable
CARE Long term Bank Facilities CARE AA-; Stable

Long term/Short term Bank facilities CARE AA-; Stable / CARE A1+
Commercial Paper CARE A1+
CRISIL DA under PCG Scheme of GoI CRISIL AAA (SO)
64
Chairman's
Message
Stock Price Data
The reported high and low closing prices and volume of equity shares of the Company traded on NSE and BSE during the period
under review are set out in the table below:
Period NSE BSE
Highlights
Business
Apr-23 559.95 511.6 579,710 583.00 509.90 484,844
May-23 570.65 514.2 3,037,084 569.95 515.20 122,391
Jun-23 674.8 535.35 10,788,755 675.05 535.35 2,969,943
Jul-23 819.7 621.05 7,231,655 866.95 621.65 308,285
Aug-23 876.55 710.5 12,371,163 875.35 711.20 1,376,603
Sep-23 743.15 679.6 18,167,306 748.85 679.30 28,079,759
Oct-23 793.95 689.95 5,956,684 796.95 689.85 264,734
CSR
Nov-23 813.7 735 5,641,099 821.95 733.20 184,244
Dec-23 760 671 34,037,379 758.50 670.45 1,611,250
Jan-24 783.2 705.1 6,816,394 659.70 577.45 262,564
Feb-24 787.75 697.5 8,520,735 621.95 521.35 273,737
Mar-24 737.7 600.05 11,635,453 735.95 601.00 390,448
Directors
Board of
Performance in comparison to broad-based indices such as BSE Sensex and NSE Nifty
NSE NIFTY
23000 1000
22500
22000
800
Directors
21500
Report
21000
20500 600
20000
19500 400
19000
18500
200
MDA
18000
17500
17000 0
Apr - 23 May - 23 Jun - 23 Jul - 23 Aug - 23 Sep - 23 Oct - 23 Nov - 23 Dec - 23 Jan - 23 Feb - 23 Mar - 24
CG Report
NSE Nifty Five-Star
BSE Sensex
76000 900
74000 800
72000 700 BRSR
70000 600
68000 500
66000 400
64000 300
Five Star
ESG @
62000 200
60000 100
58000 0
Apr - 23 May - 23 Jun - 23 Jul - 23 Aug - 23 Sep - 23 Oct - 23 Nov - 23 Dec - 23 Jan - 23 Feb - 23 Mar - 24
Financial
Report
BSE Sensex Five-Star
65
Distribution of Shareholding:
S.No. Category (Shares) No. of Holders % of Holders No of Shares % of Shares
1 1 - 500 45,906 91.01 351,0745 1.20

2 501 - 1000 2,387 4.73 1,739,626 0.59
3 1001 - 2000 975 1.93 1,408,955 0.48
4 2001 - 3000 299 0.59 760,379 0.26
5 3001 - 4000 159 0.32 560,732 0.19
6 4001 - 5000 126 0.25 596,249 0.20
7 5001 - 10000 192 0.38 1,432,937 0.49
8 10001 - 20000 98 0.19 1,394,921 0.48
9 20001 and above 300 0.59 281,044,676 96.10
Total 50,442 100.00 292,449,220 100.00
Shareholding pattern as on March 31, 2024:
S.No. Category Total Shares %
1 Promoters Individuals 51,781,278 17.71

2 Promoter Group 2,826,750 0.97
3 Foreign Promoter Bodies Corporates 22,925,432 7.84
4 Mutual Funds 11,267,307 3.85
5 Alternative Investment Fund 7,577,798 2.59
6 Qualified Institutional Buyer 1,554,867 0.53
7 NBFC 1 0.00
8 Foreign Corporate Bodies 92,771,955 31.72
9 Foreign Portfolio - Corp 71,195,449 24.34
10 Key Management Personnel 3,452,152 1.18
11 IEPF 589,800 0.20
12 Resident Individuals 16,439,466 5.62
13 Employees 863,821 0.30
14 Non-Resident Indian Non Repatriable 1,048,116 0.36
15 Non-Resident Indians 585,531 0.20
16 Bodies Corporates 7,185,225 2.46
17 Clearing Members 9,882 0.00
18 HUF 371,297 0.13
19 Trusts 3,093 0.00
Total 292,449,220 100.00
Transfer of Unpaid/Unclaimed Dividend to Investor Education Unclaimed Suspense Account
and Protection Fund (IEPF) As on March 31, 2024, the Company does not have any equity
Pursuant to Sections 124 and 125 of the Companies Act, 2013, shares lying in the unclaimed suspense account.
read with Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016, including Compliance with Corporate Governance Norms
amendments thereto, dividend if any if not claimed within The Company has complied with all the mandatory requirements
seven years from the date of transfer to Unpaid Dividend
of Corporate Governance as specified in regulation 17 to 27 and
Account of the Company, is liable to be transferred to Investor
clauses (b) to (i) of sub-regulation (2) of regulation 46 of the
Education Protection Fund (“IEPF”).
Securities and Exchange Board of India (Listing Obligations
The list of unclaimed dividends along with the name of and Disclosure Requirements) Regulations, 2015.
the shareholders have been uploaded on the website of the
Company. Further there are no shares in demat suspense Pursuant to regulation 27(1) of SEBI (LODR), 2015, the Company
account or unclaimed suspense account of the Company as of has also adopted the following discretionary requirements:
March 31, 2024, and as of the date of this report.
• Modified opinion(s) in audit report: Your Company confirms
Transfer of Equity Shares to IEPF that Audit report on financial statements for FY 2024 have
Pursuant to Sections 124 and 125 of the Companies Act, unmodified audit opinions.
2013, read with Investor Education and Protection Fund • Reporting of internal auditor: The Internal Auditor of the
Authority (Accounting, Audit, Transfer and Refund) Rules, Company reports directly to the Audit Committee.
2016, the underlying shares of all dividends which remain
unpaid/unclaimed for a period of seven consecutive years be Loans and advances in the nature of loans to firms/companies in
transferred to Investor Education and Protection Fund (IEPF). which directors are interested by name and amount:
As required under the said rules, the Company had published a There are no loans and advances in the nature of loans to firms/
notice in the newspapers inviting the shareholders’ attention to companies in which directors are interested.
the aforesaid rules. The Company had also sent out individual
communication to the concerned shareholders whose shares Agreements binding on listed entities:
are liable to be transferred to IEPF Account, pursuant to the said There are no agreements between shareholders, promoters,
rules and also displayed the details have been uploaded on the related parties, directors, or employees, either amongst
website of the Company. themselves or with the Company, impacting management
66
Chairman's
Message
control, restrictions or liabilities that require disclosure to Company. The Company also conducts one on one call and
Stock Exchanges. This includes agreements with the listed Meeting with investors.
entity, holding companies, subsidiaries, or associates. d. Presentations to institutional investors/ analysts: Detailed
presentations are made to institutional investors and
Highlights
Details of non-acceptance of any recommendation of any financial analysts on the Company’s quarterly, half-yearly
Business
committee of the board which is mandatorily required: as well as annual financial results and sent to the Stock
During the year under review, there were no such Exchanges. These presentations, video recordings and
recommendations made by any Committee of the Board that transcript of Meetings are available on the website of the
were mandatorily required and not accepted by the Board. Company.
e. Annual Report: The Annual Report containing, inter alia,
Details of utilization of funds raised through preferential Audited Financial Statement, Board’s Report, Auditors’
allotment or qualified institutions placement as specified under Report and other important information is circulated to the
CSR
Regulation 32 (7A): members and others entitled thereto through applicable
During the year under review, the Company has not raised modes. The Management Discussion and Analysis Report
funds through preferential allotment or qualified institutions forms part of the Annual Report. The Annual Report is
placement as specified under 32 (7A) of the SEBI (LODR) also available in downloadable form on the website of the
Regulations, 2015. Company.
f. NEAPS and NSE Digital Exchange: NEAPS and NSE Digital
Directors
Board of
Means of Communication Exchange are web based applications designed by NSE for
Your Company focuses on prompt, continuous and efficient corporates. All periodical and other compliance filings are
communication to all its stakeholders. The Company has filed electronically filed on these portals.
provided adequate and timely information to its member’s g. BSE Listing Centre (Listing Centre): Listing Centre is a
inter-alia through the following means: web-based application designed by BSE for corporates. All
a. Financial Results: The quarterly, half yearly and annual periodical and other compliance filings are filed electronically
financial results of the Company are published in the on the Listing Centre.
Directors
Report
leading newspapers viz Economic Times, Business Standard h. SEBI Complaints Redressal System (SCORES): A centralized
(English), Makkal Kural (Tamil) and Business Remedies web-based complaints redressal system which serves as
(Hindi) and are also posted on the Company’s Website (www. a centralized database of all complaints received, enables
fivestargroup.in). uploading of Action Taken Reports by the Company and
b. Website: In compliance with Regulation 46 of the SEBI LODR online viewing by the investors of actions taken on the
Regulations, the Company has maintained a separate section complaint and its current status.
i.e. ‘Investor Relations’ on the Company’s website providing i. Online dispute resolution (ODR): Securities and Exchange
MDA
all the announcements made by the Company, annual reports, Board of India (SEBI) has rolled out an ODR portal facilitating
result and policies of the Company. speedy resolution of disputes. Detailed instructions
c. Investors/ Analyst Meets: The Company conducts Calls/ regarding the process of dispute resolution is provided in
Meetings with investors immediately after declaration of the SEBI Circular dated July 31, 2023. Investor may access the
financial results to brief them on the performance of the Smart ODR portal through https://smartodr.in/login.
CG Report
Online Services provided by the Registrar and Share Transfer Agent
The shareholders can reach out to the Registrar & Share Transfer Agent, Kfin Technologies Limited, through the modes given below.
Particulars Information
Email ID einward.ris@kfintech.com
Toll Free 1800 309 4001
WhatsApp Number (91) 910 009 4099 BRSR
Investor Support Centre (Investors can use a host of services https://ris.kfintech.com/clientservices/isc
like like post a query, raise a service request, track the status of
their DEMAT and REMAT request, Dividend status, interest and
redemption status, upload exemption forms (TDS), download
all ISR and other related forms)
E-sign facility (Common and simplified norms for processing https://ris.kfintech.com/clientservices/isr/isr1. aspx?mode=f3
Five Star
ESG @
investor’s service requests by RTAs and norms for furnishing Y5zP9DDNI%3d

PAN, KYC details and Nomination)
KYC Status (Shareholders can access the KYC status of their folio) https://ris.kfintech.com/clientservices/isc/kycqry.aspx
KPRISM: A mobile application as well as a webpage which allows https://kprism.kfintech.com/signin.aspx
users to access folio details , interest and dividend status, FAQs,
ISR Forms and full suite of other investor services
Financial
KFIN Corporate Website Link https://www.kfintech.com

Report
Corporate Registry (RIS) Website Link https://ris.kfintech.com
67
Annex I
Declaration on Code of Conduct
This is to confirm that the Board has laid down a Code of Conduct for all board members and senior management of the Company.
The Code of Conduct has also been posted on the website of the Company. It is further confirmed that all directors and senior
management personnel of the Company have affirmed compliance with the Code of Conduct of the Company for the year ended
March 31, 2024, as envisaged in schedule V under regulation 34(3) of the SEBI (LODR), 2015.
Place: Chennai Rangarajan Krishnan

Date: April 30, 2024 Chief Executive Officer
68
Chairman's
Message
Annex II
Certificate from Company Secretary in Practice
(Pursuant to Regulation 34(3) read with Schedule V Para-C Sub clause (10) (i) of Securities and Exchange Board of India (Listing
Highlights
Business
Obligations and Disclosure Requirements) Regulations, 2015)
To
The Members
New No. 27, Old No. 4, Taylor's Road,
Kilpauk, Chennai -600010
CSR
We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of FIVE-STAR
BUSINESS FINANCE LIMITED having CIN: L65991TN1984PLC010844 and having its registered office at New No. 27, Old No. 4, Taylor's
Road, Kilpauk, Chennai -600010 (hereinafter referred to as ‘the Company’), produced before us by the Company for the purpose
of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Directors
Board of
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 and its officers, We
hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending March 31, 2024
have been debarred or disqualified from being appointed or continuing as Directors of Companies by the Securities and Exchange
Board of India, Ministry of Corporate Affairs or any such other Statutory Authority.
*Date of Initial
Name of Director DIN
Directors
appointment in Company
Report
Deenadayalan Lakshmipathy 01723269 21/06/2002
Anand Raghavan 00243485 28/07/2016
Ramkumar Ramamoorthy 07936844 08/06/2022
Bhama Krishnamurthy 02196839 12/04/2016
Vikram Vaidyanathan 06764019 21/08/2015
Ravi Shankar Venkataraman Ganapathy Agraharam 02604007 18/08/2017
MDA
Thiruvallur Thattai Srinivasaraghavan 00018247 25/08/2021
Thirulokchand Vasan 07679930 15/12/2016
*the date of appointment is as per the MCA Portal.
Ensuring the eligibility of 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
CG Report
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.

S Sandeep
Managing Partner BRSR
UDIN:F005853F000297309
FCS No.: 5853
Date: April 30, 2024 PR No: 1116/2021
Five Star
ESG @
Financial
Report
69
Annex III
Certificate on compliance with the conditions of Corporate Governance
(Pursuant to Chapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015)
To
The Members
(CIN: L65991TN1984PLC010844)
We have examined the compliance of the conditions of Corporate Governance by FIVE-STAR BUSINESS FINANCE LIMITED (CIN:
L65991TN1984PLC010844) ("the Company"), for the financial year ended on March 31, 2024, as stipulated in Regulations 17 to 27
and other relevant provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations").
Management’s Responsibility:
The compliance of conditions of Corporate Governance is the responsibility of the Management. The responsibility includes
design, implementation and maintenance of internal control and procedures to ensure compliance with conditions of Corporate
Governance as stated in Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015.
Our Responsibility:
Our examination was limited to examining procedures and implementation thereof, adopted by the Company for ensuring the
compliance of the conditions of Corporate Governance as stipulated under Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015. It is neither an audit nor an expression of opinion on the financial
statements of the Company.
Our Opinion:
In our opinion, on the basis of our examination of the relevant records produced, explanations and information furnished, we
certify that the Company has complied with all mandatory regulations and the conditions of Corporate Governance as stipulated in
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, during the financial
year ended March 31, 2024.
We further state that this certificate is neither an assurance as to the future viability of the Company nor of efficiency or effectiveness
with which the management has conducted the affairs of the Company.

S Sandeep
Managing Partner
UDIN:F005853F000297311
FCS No.: 5853
Date: April 30, 2024 PR No: 1116/2021
70
Chairman's
Message
Annex IV
CEO & CFO Certification
Pursuant to Regulation 17(8) of SEBI, LODR, 2015
Highlights
The Board of Directors
Business
This is to certify that:

1. We have reviewed financial statements and the cash flow statement for the year ended March 31, 2024, and that to the best of our
knowledge and belief:
a. these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be
misleading;
CSR
b. 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.
2. There are, to the best of our 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.
3. We accept responsibility for establishing and maintaining internal controls for financial reporting and we have evaluated the
effectiveness of internal control systems of the company pertaining to financial reporting and we have disclosed to the auditors
Directors
Board of
and the audit committee, that there are no deficiencies in the design or operation of such internal controls of which we are aware.
4. We have indicated to the auditors and the Audit Committee that
a. There are no significant changes in internal control over financial reporting during the year;
b. There are no significant changes in accounting policies during the year and that the same have been disclosed in the notes to
the financial statements; and
c. There are no instances of significant fraud of which they have become aware and the involvement therein, if any, of the
management or an employee having a significant role in the listed entity’s internal control system over financial reporting.
Directors
Report
Place: Chennai Rangarajan Krishnan Srikanth Gopalakrishnan
Date: April 30, 2024 Chief Executive Officer Chief Financial Officer
MDA
CG Report
BRSR
Five Star
ESG @
Financial
Report
71
72
73
Business
Responsibility &
Sustainability Report

Business Responsibility & Sustainability Report
SECTION A: GENERAL DISCLOSURE Annexure E
I. Details of the Listed Entity
1. Corporate Identity Number (CIN) of the Listed Entity L65991TN1984PLC010844
2. Name of the Listed Entity FIVE-STAR BUSINESS FINANCE LIMITED
3. Year of incorporation 1984
4. Registered office address New No 27, Old No 4, Taylor’s Road, Kilpauk, Chennai 600010
5. Corporate address New No 27, Old No 4, Taylor’s Road, Kilpauk, Chennai 600010
6. E-mail cs@fivestargroup.in
7. Telephone 044–4610 6200
8. Website Five Star Business Finance (www.fivestargroup.in)
9. Financial year for which reporting is being done FY 2023-2024
10. Name of the Stock Exchange(s) where shares are listed National Stock Exchange, Bombay Stock Exchange
11. Paid-up Capital INR 292,449,220
Contact Person
12. Name of the Person Ms Shalini Baskaran

Telephone 044–4610 6260
Email address shalini@fivestargroup.in
Reporting Boundary
13. Type of Reporting- Select The disclosures in this report have been made on standalone
basis for Five Star Business Finance Limited.
If selected consolidated: Not Applicable
14. Name of assurance provider Not applicable since the company is not among the Top 150
Listed Entities by Market Capitalisation as on end of FY 2023-24
15. Type of assurance obtained Not applicable since the company is not among the Top 150
Listed Entities by Market Capitalisation as on end of FY 2023-24
II. Product/Services
% Turnover
S. No. Description of Main Activity Description of Business Activity
of the Entity
16. Details of business 1. Onward Lending Five-Star Business Finance Limited is 100%
activities registered with the RBI as a non-deposit
taking NBFC. The company provides secured
financial solutions –“small” business loans
- to micro-entrepreneurs and self-employed
individuals who are largely devoid of access to
the formal financial ecosystem, predominantly
in urban and semi-urban markets. These loans
are collateralized and secured mostly against
the self-occupied residential property of the
customers in a majority of cases ( ~95+%). The
ticket size of loan typically varies from Rs.1
Lakh to Rs.10 lakh with majority of loans falling
in <Rs.5 lakh range, offered with longer tenures
of primarily 5-7 years, for the convenience of the
customers. The company follows low Loan to
Value (LTV) and Debt Burden Ratio (DBR) norms
of 50% at the time of origination, which ensure
that the loan is more than adequately provided
for during the tenure of the loan.
74
Chairman's
Message
17. Products / Services sold by the entity
S. No. Product / Service NIC Code % of Total Turnover contributed
1. Small Business 64,920 100%
Highlights
Business
III. Operations
18. Number of locations where plants and/or operations / offices of the entity are situated
Location Number of Plants No. of Offices Total
National 0 520 520

International 0 0 0
19. a. No. of Locations
CSR
Market served by the entity Locations
National (No. of States) 9

International (No. of Countries) 0
19 b. What is the contribution of exports as a percentage of the total turnover of the entity?
Directors
Board of
Nil; the Company is a domestic entity with 100% of its operations within India
19 c. A brief on types of customers

The Company is in the business of providing secured lending solutions primarily catering to micro-entrepreneurs, small businesses
and self-employed individuals, who are largely cut off from the formal lending ecosystem, for their business and other needs.
Directors
Report
IV. Employees
20. Details as at the end of financial year:
Male Female
S. No. Particulars Total
No. (B) % (B/A) No. (C) % (C/A)
Employees
a. Employees and workers (including differently abled)
MDA
1 Permanent Employees (D) 9,322 9,034 97% 288 3%
2 Other than Permanent Employees (E) 5 5 100% 0 0%
3 Total Employees (D+E) 9,327 9,039 97% 288 3%
b. Differently abled employees and workers

1 Permanent Employees (F) 0 0 0 0 0
CG Report
2 Other than Permanent Employees (G) 0 0 0 0 0
3 Total Employees (F+G) 0 0 0 0 0
21. Participation/Inclusion/Representation of women
No. and % of women

S. No. Category Total (A)
No. (B) % (B/A)
1 Board of Directors 8 1 12.5%

BRSR
(Including the Board of Directors & Managing Director)
2 Key Management Personnel 3 1 33.33%
22. Turnover rate for permanent employees and workers (Disclose trends for the past 3 years)
FY 2023 - 2024 FY 2022 - 2023 FY 2020 - 2021

(Turnover rate in current FY) (Turnover rate in previous FY) (Turnover rate in the year prior
Five Star
Category to previous FY)

ESG @
Male Female Total Male Female Total Male Female Total
Permanent Employees 49% 28% 49% 49% 40% 48% 42% 26% 41%
Financial
Report
75
V. Holding, Subsidiary, and Associate Companies (including joint ventures)
23. Name of the holding / subsidiary / associate companies / joint ventures
Name of the holding / Indicate whether it is Does the entity indicated in column
% of shares held
subsidiary / associate a holding / Subsidiary A, participate in the Business
S. No. by the listed
companies / joint / Associate / or Joint Responsibility initiatives of the listed
entity
ventures Venture entity? (Yes/No)
1 Nil NA NA NA
VI. CSR Details

24. a. Whether CSR is applicable as per section 135 of Companies Act, 2013 Yes
b. Turnover (in Rs.) INR 219,510.08 lakhs
c. Net Worth (in Rs.) INR 519,615.47 lakhs
VII. Transparency and Disclosures Compliances

25. Complaints/Grievances on any of the principles (Principles 1 to 9) under the National Guidelines on Responsible Business
Conduct
FY 2023-24 (Current FY) FY 2022-23 (Previous FY)

If Yes, then
Stakeholder Grievance Number of Number of Remarks Number of Number of Remarks
provide web-
group from Redressal complaints complaints complaints complaints
Mechanism link for the
whom the filed during pending filed during pending
grievance
complaint is in Place the year resolution the year resolution
redress
received (Yes/No) at the close at the close
policy
of the year of the year
Communities Yes Business-Responsibility- 0 0 - 0 0 -

and-Sustainability-
Reporting-Policy.pdf
Investors Yes https://fivestargroup.in 0 0 - 0 0 -

(other than /investors/
shareholders)
Shareholders Yes Grievance-Redressal- 0 0 - 0 0 -

Policy.pdf
Employees Yes Whistle-Blower-Policy- 0 0 - 0 0 -

and workers Vigil-Mechanism.pdf
Customers Yes Grievance-Redressal- 108 0 - 91 0 -

Policy.pdf
Value Chain Yes Business-Responsibility- 0 0 - 0 0 -

Partners and-Sustainability-
Reporting-Policy.pdf
Others Not Applicable 0 0 - 0 0 -

(please specify)
26. Overview of the entity’s material responsible business conduct issues
Financial implications
The rationale for In case of risk, approach of the risk or
Material Issue Indicate whether
identifying the risk/ to adapt or mitigate opportunity (Indicate
Identified risk or opportunity
opportunity positive or negative
implications)
Please refer the section

on ‘Material ESG issues
in the ESG section of the
Annual Report’
76
Chairman's
Message
SECTION B: MANAGEMENT AND PROCESS DISCLOSURES
The National Guidelines for Responsible Business Conduct (NGRBCs) as prescribed by the Ministry of Corporate Affairs advocates
the following nine principles referred to as P1 to P9.
P1 - Business should conduct and govern themselves with Ethics, Transparency and Accountability
Highlights
P2 - Businesses should provide goods and services that are safe and contribute to sustainability throughout their life cycle
Business
P3 - Businesses should promote the wellbeing of all employees
P4 - Businesses should respect the interests of, and be responsive towards all stakeholders, especially those who are disadvantaged,
vulnerable and marginalized
P5 - Businesses should respect and promote human rights
P6 - Business should respect, protect, and make efforts to restore the environment
P7 - Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible manner
P8 - Businesses should support inclusive growth and equitable development
CSR
P9 - Businesses should engage with and provide value to their customers and consumers in a responsible manner
Disclosure Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
Policy and Management Processes
1. a. Whether your entity’s Yes Yes Yes Yes Yes Yes Yes Yes Yes
Directors
policy/policies cover each
Board of
principle and its core
elements of the NGRBCs.
(Yes/No)
b. Has the policy been Yes Yes Yes Yes Yes Yes Yes Yes Yes
approved by the Board?
(Yes/No)
Directors
Report
c. Web Link of the Policies, Web links of the policies which cover the principles and core elements of the NGRBCs are as follows:
if available BRSR Policy: Business-Responsibility-and-Sustainability-Reporting-Policy.pdf
POSH: Policy-on-Prevention-of-Sexual-Harrasment.pdf
Code of Conduct: Code-of-Conduct-for-Board-of-Directors-and-Senior-Management-Personnel.pdf
Whistle Blower Policy: Whistle-Blower-Policy-Vigil-Mechanism.pdf
Investor Policy: Investors – Five Star.pdf
Risk Management Policy: Risk-Management-Policy.pdf
MDA
CSR Policy: Corporate-Social-Responsibility.pdf
Remuneration Policy: Appointment-Remuneration-Evaluation-Policy.pdf
Board Diversity Policy: Board-Diversity-Policy.pdf
2. Whether the entity has Yes

translated the policy into
procedures. (Yes / No)
CG Report
3. Do the enlisted policies No; the Company has not identified any material ESG risks emanating from our value chain and
extend to your value chain hence has not extended the policies to include our value chain.
partners? (Yes/No)
4. Name of the national and

international codes/ BRSR
certifications/labels/
standards (e.g., Forest
Stewardship Council,
Fairtrade, Rainforest Nil
Alliance,Trustee) standards
(e.g., SA 8000, OHSAS, ISO, BIS)
Five Star
adopted by your entity and

ESG @
mapped to each principle.
5. Specific commitments, Five Star Business Finance has identified Material ESG issues in FY 2023-24. The Company is
goals, and targets set by the working towards identifying goals and targets and will be disclosed in future reports.
entity with defined timelines,
if any.
Financial
Report
77
6. Performance of the entity The Company has been working extensively towards the goal of financial inclusion and serving
against the specific the needs of the underserved.
commitments, goal, and The Company is also committed to contributing to community development through its CSR
targets along with reasons activities
in case the same are not met. Details of the same are presented in our ESG report.
Governance, Leadership, and Oversight

7. Statement by director Please refer the ESG Report for a statement from the Chairman & Managing Director, highlighting
responsible for the business our ESG Goals, performance and outlook.
responsibility report,
highlighting ESG-related
challenges, targets, and
achievements
8. Details of the highest Mr Lakshmipathy Deenadayalan, Chairman & Managing Director, is the highest authority
authority responsible for responsible for implementation and oversight of the Business Responsibility policies.
implementation and
oversight of the Business
Responsibility policy (ies).
9. Does the entity have a Mr Lakshmipathy Deenadayalan, Chairman & Managing Director, is the highest responsible for
specified Committee of the decision making in relation to sustainability related focus areas, goals and other issues.
Board/ Director responsible
for decision-making on
sustainability-related issues?
(Yes / No). If yes, provide details.
10. Details of Review of NGRBCs by the Company:

Indicate whether the review was undertaken by the Director / Committee of the Board/ Any other Committee Frequency (Annually/
Half yearly/ Quarterly/ Any other – please specify)
Performance against the above The aforementioned policies have been approved by the Board and its Committees.
policies and follow-up action The same have also been reviewed by the Company’s Senior Management. Performance against the
policies is reviewed on annual basis.
Compliance with statutory Audit Committee of the Board, along with the Management team review and ensure continued
requirements of relevance compliance with laws applicable to the Company.
to the principles, and the
rectification of any No non-compliances were observed/reported in this reporting period.
non-compliances
11. Has the entity carried out P1 P2 P3 P4 P5 P6 P7 P8 P9

independent assessment/ No
evaluation of the working of
its policies by an external
agency? (Yes/No). If yes,
provide name of the agency
12. If answer to question (1) On the basis of the level of risk perceived being low, the company has not yet engaged any third
above is “No” i.e. not all party for assessments or evaluation.
Principles are covered by a
policy, reasons to be stated
78
Chairman's
Message
SECTION C: PRINCIPLE WISE PERFORMANCE DISCLOSURE
PRINCIPLE 1: Businesses should conduct and govern themselves with integrity, and in a manner that is Ethical, Transparent and
Accountable.
ESSENTIAL INDICATORS
Highlights
Business
1. Percentage coverage by training and awareness programmes on any of the principles during the financial year:
Total number %age of persons in

of training Topics/principles covered under respective category
Segment
and awareness the training and its impact covered by the awareness
programmes held programmes
Board of Directors 2 • Familiarisation programs 100%

• Update on pillars of the company's
CSR
business model as part of the Risk
Management Committee meetings
Key Management Personnel 2 • Session on Insider trading 100%
• Management team was also part of the
roadshows done during IPO, wherein
Directors
investors were taken through in a
Board of
thorough manner on the Company's
business model, underwriting and
various other aspects
Employees other than 70 Aspects covered in training include: 97%
BODs and KMPs • Code of Conduct
• Prevention of Sexual Harassment
Directors
Report
• Health and Safety
• Information Security
• Employee Benefits and Policies
• Grievance Redressal.
2. Details of fines / penalties /punishment/ award/ compounding fees/ settlement amount paid in proceedings (by the entity or by
directors / KMPs) with regulators/ law enforcement agencies/ judicial institutions, in the financial year, in the following format.
MDA
a. Monetary
Name of the regulatory/ Has an appeal

NGRBC Amount
Type enforcement agencies/ Brief of the case been preferred?
Principle (In INR)
judicial institutions (Yes/No)
Penalty/ Fine Nil Nil Nil Nil Nil
CG Report
Settlement Nil Nil Nil Nil Nil
Compounding fee Nil Nil Nil Nil Nil
b. Non Monetary
Name of the regulatory/ Has an appeal

NGRBC
Type enforcement agencies/ Brief of the case been preferred?
Principle
judicial institutions (Yes/No) BRSR
Imprisonment Nil Nil Nil Nil
Punishment Nil Nil Nil Nil
3. Of the instances disclosed in Question 2 above, details of the Appeal/ Revision preferred in cases where monetary or non-monetary
action has been appealed.
Five Star
Not Applicable
ESG @
Financial
Report
79
4. Does the entity have an anti-corruption or anti-bribery policy? If yes, provide details in brief and if available, provide a web-link to
the policy.
Yes, as per Five Star's anti-corruption policy, it goes against the company’s policy to give anything of value to anybody directly or
indirectly in order to influence decisions, unlawfully obtain or maintain business, or otherwise benefit unjustly from business
connections. Receiving or agreeing to receive anything of value that causes or would cause to breach the duties at Five Star is also
prohibited. The web-link of the policy - Anti-Corruption-or-Anti-Bribery-Policy.pdf
5. Number of Directors/KMPs/employees/workers against whom disciplinary action was taken by any law enforcement agency for
the charges of bribery/ corruption:
No instances of corruption or bribery were observed or reported in the past two financial years.
FY 2023-24 FY 2022-23
Category
(Current FY) (Previous FY)
Directors Nil Nil
KMPs Nil Nil
Employees Nil Nil
Workers Nil Nil
6. Details of complaints with regard to conflict of interest:

Nil. There were no instances of conflict of interest reported in FY 2023-24 and FY 2022-23
7. Provide details of any corrective action taken or underway on issues related to fines / penalties / action taken by regulators/ law
enforcement agencies/ judicial institutions, on cases of corruption and conflicts of interest.
Not applicable; no cases of corruption or conflict of interest were reported in FY 2023-24 and FY2022-23.
8. Number of days of accounts payables ((Accounts payable *365) / Cost of goods/services procured) in the following format:
Particulars FY 2023-24 FY 2022-23
Number of days of accounts payables * NA NA

The Company is in the business of offering financial services (Small business loans and mortgage loans) and hence Not Applicable
9. Open-ness of Business
Particulars Metrics FY 2023-24 FY 2022-23
Concentration of Purchases a. Purchases from trading houses as % of total purchases NA NA

b. Number of trading houses where purchases are made from NA NA
c. Purchases from top 10 trading houses as % of total purchases NA NA
from trading houses
Concentration of Sales a. Sales to dealers / distributors as % of total sales NA NA

b. Number of dealers / distributors to whom sales are made NA NA
c. Sales to top 10 dealers / distributors as % of total sales to NA NA
dealers / distributors
Share of RPTs in a. Purchases (Purchases with related parties / Total Purchases) NA NA

b. Sales (Sales to related parties / Total Sales) NA NA
c. Loans & advances (Loans & advances given to related parties NA NA
/ Total loans & advances)
d. Investments (Investments in related parties NA NA
/ Total Investments made)
80
Chairman's
Message
LEADERSHIP INDICATORS
1. Awareness programmes conducted for value chain partners on any of the Principles during the financial year
No specific awareness programmes to value chain partners were conducted during the financial year.
Highlights
Business
2. Does the entity have processes in place to avoid/ manage conflict of interests involving members of the Board? (Yes/No) If yes,
provide details of the same.
Yes, the Company has Code of Conduct for Board of Directors and Senior Management Personnel.
The Board members and SMPs, on an annual basis, provide an affirmation that they have complied with the Code of Conduct for the
financial year under review and that there were no instances of conflict of interest during the year. The Board members and SMPs
do not participate in agenda items at the Board/Committee Meetings in which they are an interested or deemed to be an interested
party. The code may be viewed at the following link.
CSR
Code-of-Conduct-for-Board-of-Directors-and-Senior-Management-Personnel.pdf (fivestargroup.in)
PRINCIPLE 2: Businesses should provide goods and services in a manner that is sustainable and safe
Directors
1. Percentage of R&D and capital expenditure (capex) investments in specific technologies to improve the environmental and social
Board of
impacts of product and processes to total R&D and capex investments made by the entity, respectively.
The company is in the business of offering financial services (small business loans and mortgage loans) and does not have
significant scope for investing in the set R&D and Capex.
FY 2023-24 FY 2022-23 Details of improvement in social

Type
Current financial year Previous financial year and environmental aspects
Research & Development (R&D) NA NA NA
Directors
Report
Capital Expenditure (CAPEX) NA NA NA
2. a. Does the entity have procedures in place for sustainable sourcing? (Yes/No)
No, given the nature of the Company’s business, the Company sources materials only for running its operations. Accordingly,
sustainable sourcing is not a key focus area of for the Company.
b. If yes, what percentage of inputs were sourced sustainably?
MDA
Not Applicable
3. Describe the processes in place to safely reclaim your products for reusing, recycling, and disposing at the end of life, for (a)
Plastics (including packaging) (b) E-waste (c) Hazardous waste and (d) other waste.
Product Process to safely reclaim the product
CG Report
a. Plastics (including packaging)
Hazardous and e-waste are disposed through authorized
b. E-Waste
recyclers, in accordance with the laws of the land.
c. Hazardous Waste
4. Whether Extended Producer Responsibility (EPR) is applicable to the entity’s activities (Yes / No). If yes, whether the waste
collection plan is in line with the Extended Producer Responsibility (EPR) plan submitted to Pollution Control Boards? If not,
provide steps taken to address the same.
Not Applicable
BRSR
1. Has the entity conducted Life Cycle Perspective / Assessments (LCA) for any of its products (for manufacturing industry) or for its
services (for service industry)? If yes, provide details in the following format?
The company is in the business of providing secured lending solutions primarily catering to micro-entrepreneurs, small businesses
Five Star
and self-employed individuals hence the said assessment is not applicable

ESG @
Boundary for
Whether conducted
Name of % of total which the Life Results communicated in
by independent
NIC Code Product / Turnover Cycle Perspective public domain – (Yes/No) If
external agency –
Service contributed / Assessment was yes, provide the web-link.
(Yes/No)
conducted
NA NA NA NA NA NA
Financial
Report
81
2. If there are any significant social or environmental concerns and/or risks arising from production or disposal of your products /
services, as identified in the Life Cycle Perspective / Assessments (LCA) or through any other means, briefly describe the same along-
with action taken to mitigate the same.
Name of Product / Service Description of the risk / concern Action Taken
NA NA NA
3. Percentage of recycled or reused input material to total material (by value) used in production (for manufacturing industry) or
providing services (for service industry).
Since the company is in loan lending business, no inputs materials are used in the same.
Recycled or re-used input material to total material

Indicate input material FY 2023-24 FY 2022-23
Current financial year Previous financial year
NA NA NA
4. Of the products and packaging reclaimed at end of life of products, amount (in metric tonnes) reused, recycled, and safely
disposed, as per the following format:
FY 2023-24 Current financial year FY 2023-24 Current financial year

Re-Used Recycled Safely Disposed Re-Used Recycled Safely Disposed
Plastics NA NA NA NA NA NA
(Including packaging)
E-waste NA NA NA NA NA NA
Hazardous waste NA NA NA NA NA NA
Other waste NA NA NA NA NA NA
The company is in the business of providing secured lending solutions primarily catering to micro-entrepreneurs, small
businesses and self-employed individuals, utilisation of packaging materials and wastes generated thereof is negligible.
5. Reclaimed products and their packaging materials (as percentage of products sold) for each product category.
Reclaimed products and their packaging materials as % of

Indicate product category
total products sold in respective category
NA NA
The company is in the business of providing secured lending solutions primarily catering to micro-entrepreneurs, small
businesses and self-employed individuals hence reclaiming products and their packaging materials does not arise.
PRINCIPLE 3 Businesses should respect and promote the well-being of all employees, including those in their value chains
1. a. Details of measures for the well-being of employees:
% of employees covered by
FY 2023-24 Health Insurance Accident Insurance Maternity Benefits Paternity Benefits Day Care Facilities
Category Total (A)
No. (B) % (B/A) No. (C) % (C/A) No. (D) % (D/A) No. (E) % (E/A) No. (F) % (F/A)
Permanent Employees
Male 9,034 9,034 100% 9,034 100% 0 0% NA NA NA NA
Female 288 288 100% 288 100% 288 100% NA NA NA NA
Total 9,322 9,322 100% 9,322 100% 288 3% NA NA NA NA
Other than Permanent Employees
Male 5 3 60% 5 60% NA NA NA NA NA NA
Female 0 0 0 0 0 NA NA NA NA NA NA
Total 5 3 60% 5 60% NA NA NA NA NA NA
82
Chairman's
Message
b. Spending on measures towards well-being of employees and workers (including permanent and other than permanent) in the
following format
FY 2023-24 FY 2022-23
Particulars
Highlights
Business
Cost incurred on well-being measures as a % of total 0.25 0.29
revenue of the company
2. Details of retirement benefits, for Current FY and Previous financial year:
FY 2023-24 Current financial year FY 2022-23 Previous financial year

S.No Benefits No. of employees Deducted and No. of employees Deducted and
covered as a % of deposited with the covered as a % of deposited with the
total employees authority (Y/N/N.A.) total employees authority (Y/N/N.A.)
CSR
1. PF 9,323 Yes 7,343 (~100%) Yes
2. Gratuity 9,323 Yes 7,302 (~99%) Yes
3. ESI 5,237 Yes 4,849 (~66%) Yes
4. Others NA NA NA NA
Directors
3. Accessibility of workplaces: Are the premises/offices of the entity accessible to differently abled employees and workers, as per
Board of
the requirements of the Rights of Persons with Disabilities Act, 2016? If not, whether any steps are being taken by the entity in this
regard.
Yes, the Company ensures that our premises are accessible for differentially abled employees (corporate office). The Company’s
premises have elevators, and / or ramps wherever possible. The Company is committed to ensuring that its office spaces are in
alignment with the guidelines provided in the Act. However, our branches in tier 3, tier 4, tier 5 and tier 6 cities may not always have
such facilities as all our branches are rented facilities and we may not be able to undertake structural modifications.
Directors
Report
4. Does the entity have an equal opportunity policy as per the Rights of Persons with Disabilities Act, 2016? If so, provide a web link
to the policy.
Yes, we follow the principles of equal opportunity and endeavor to provide equitable growth and development opportunities to all.
This policy may be viewed at the following link: Equal-Opportunity-Policy.pdf
5. Return to work and Retention rates of permanent employees and workers that took parental leave.
MDA
Total number of Total Number of Total Number of people Total number of
Return
people returned people who took retained for 12 months people returned Retention
Gender to work
after parental parental leave in after returning from from parental Rate
rate
leave in FY 2023-24 FY 2023-24 parental leave leave in prior FY
Permanent Employees
Male NA NA NA NA NA NA
CG Report
Female 4 7 57% 1 1 100%
Total 4 7 57% 1 1 100%
6. Is there a mechanism available to receive and redress grievances for the following categories of employees and workers? If yes,
give details of the mechanism in brief.
Category Yes / No Details of the mechanism in brief
Permanent Employees Yes All our employees have access to Grievance Redressal mechanism BRSR
irrespective of hierarchy. A Whistle-Blower Policy has been
formulated for employees and Directors to report concerns about
unethical behavior, actual or suspected fraud or violation of the
Company’s Code of Conduct policy.
The Company has zero tolerance for sexual harassment at the
workplace and is compliant with provisions relating to the
Five Star
constitution of Internal Complaints Committee under the Sexual

ESG @
Harassment of women at workplace (Prevention, Prohibition and

Redressal) Act, 2013.
Other than Permanent Employees Yes Grievances reported, if any, are addressed within ten working days.
Financial
Report
83
7. Membership of employees and workers in association(s) or Unions recognized by the listed entity:

No. of employees / No. of employees /
Total employees / Total employees /
Category workers in respective % workers in respective %
workers in respective workers in respective
category, who are part of (B/A) category, who are part of (D/C)
category (A) category (C)
association(s) or Union (B) association(s) or Union (D)
Permanent Employees
Male 9,034 0 0% 7,078 0 0%
Female 288 0 0% 224 0 0%
Total 9,322 0 0% 7,302 0 0%
Permanent Workers
Male 5 0 0% 37 0 0%
Female 0 0 0% 8 0 0%
Total 5 0 0% 45 0 0%
8. Details of training given to employees and workers:

a. Details of Skill training given to employees and workers.

Category workers in respective % workers in respective %
workers in respective workers in respective
category, who received (B/A) category, who received (D/C)
category (A) category (C)
Skill Training (B) Skill Training (D)
Permanent Employees & Non-Permanent Employees
Male 9,039 8,700 98% 7,115 7,000 98%
Female 288 250 87% 232 200 86%
Total 9,327 9,150 98% 7,347 7,200 98%
b. Details of training on Health and Safety given to employees and workers.

Category workers in respective workers in respective
workers in respective % workers in respective %
category, who received category, who received
category (A) (B/A) category (C) (D/C)
training on Health and training on Health and
Safety measures (B) Safety measures (D)
Permanent Employees & Non-Permanent Employees
Male 9,039 5,946 66% 7,115 4,742 66%
Female 288 126 44% 232 141 61%
Total 9,327 6,072 65% 7,347 4,883 66%
9. Details of performance and career development reviews of employees and worker:

Category workers in respective workers in
workers in respective % workers in respective %
category, who are part of respective category,
category (A) (B/A) category (C) (D/C)
association(s) or Union (B) who had a career
review (D)
Permanent Employees
Male 9,039 5,948 65.80% 7,115 4,293 60.34%
Female 288 206 71.53% 232 147 63.36%
Other 0 0 0.00% 0 0 0.00%
Total 9,327 6,154 65.98% 7,347 4,440 60.43%
84
Chairman's
Message
10. Health and safety management system:
a. Whether an occupational health and safety management No
system has been implemented by the entity? (Yes/No)
a.1. What is the coverage of such system?
Highlights
Not Applicable
Business
b. What are the processes used to identify work-related hazards Significant health and safety risks identified for our employees
and assess risks on a routine and non-routine basis by the relate to Road Safety only.
entity? Suitable remedial measures have been instituted.
c. Whether you have processes for workers to report the work- Not Applicable
related hazards and to remove themselves from such risks.
(Yes/No)
CSR
d. Do the employees/ worker of the entity have access to non- Yes; all employees are covered under Company provided Group
occupational medical and healthcare services? (Yes/ No) Medical Insurance.
11. Details of safety related incidents, in the following format:
FY 2023-24 FY 2022-23
Safety Incident/Number Category
Directors
Board of
Lost Time Injury Frequency Rate (LTIFR) Employees 0.5 0.75
(per one million-person hours worked)
Total recordable work-related injuries Employees 11 12
No. of fatalities Employees 2 1
Directors
Report
High consequence work-related injury or Employees 0 0
ill-health (excluding fatalities)
12. Describe the measures taken by the entity to ensure a safe and healthy workplace.
Fire extinguishers are placed at appropriate places to ensure safety environment, At the time of on boarding the new joiners are
briefed on the process to be followed at the time of evacuation due to fire/natural calamities. Hand sanitizers are provided at the
entry points and also will be provided to employees on need basis.
MDA
13. Number of Complaints on the following made by employees and workers:

Filed Pending Filed Pending
Topic during the resolution at the Remarks during the resolution at the Remarks
year end of year year end of year
CG Report
Working Conditions 0 0 NA 0 0 NA
Health & Safety 0 0 NA 0 0 NA
14. Assessments for the year:
% of your plants and offices that were assessed (by entity or statutory authorities or third
Topic
parties) BRSR
Health and safety practices No such assessments have been undertaken in the current year; no such statutory
Working Conditions requirements.
15. Provide details of any corrective action taken or underway to address safety-related incidents (if any) and on significant risks /
concerns arising from assessments of health & safety practices and working conditions.
Significant health and safety risks identified for our employees relate to Road Safety only. Suitable remedial measures have been
Five Star
ESG @
instituted.
Financial
Report
85
1. Does the entity extend any life insurance or any compensatory package in the event of death of
(A) Employees (Y/N)
No. While the company has not enrolled for any life insurance scheme, for those covered under PF and ESI coverage is available as
per the respective statute.
(B) Workers (Y/N) - No
2. Provide the measures undertaken by the entity to ensure that statutory dues have been deducted and deposited by the value
chain partners
On a monthly basis, the company reconciles the accounts with the legal fees that Value Chain Partners must pay in order to claim
credit. The partner is reminded to make the remittance on time. If there are any delinquencies in the same, adequate follow-up
is done. The company withholds any money owed to the vendor up to the amount of overdue statutory dues. If after repeated
reminders, statutory dues are not paid by the vendor, further operations with the vendor in question are suspended until the
payment is duly completed.
3. Provide the number of employees / workers having suffered high consequence work-related injury / ill-health / fatalities (as
reported in Q11 of Essential Indicators above), who have been are rehabilitated and placed in suitable employment or whose family
members have been placed in suitable employment:
No. of employees/workers that are rehabilitated and placed

Total No. of affected employees / workers in suitable employment or whose family members have been
placed in suitable employment
Particulars
FY 2023-24 FY 2022-23 FY 2023-24 FY 2022-23
Current FY Previous FY Current FY Previous FY
Employees Nil Nil Nil Nil
Workers Nil Nil Nil Nil
4. Does the entity provide transition assistance programs to facilitate continued employability and the management of career
endings resulting from retirement or termination of employment? (Yes/ No)
No
5. Details on assessment of value chain partners:
% of your plants and offices that were assessed (by entity or statutory authorities or third
Topic
parties)
Health and safety practices No such assessments have been undertaken in the current year; no such statutory
Working Conditions requirements.
6. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from assessments of
health and safety practices and working conditions of value chain partners.
No specific assessment in respect of the value chain partners has been carried out.
PRINCIPLE 4: Businesses should respect the interests of and be responsive to all their stakeholders
1. Describe the processes for identifying key stakeholder groups of the entity:
At Five Star, stakeholders have been defined as an institution, individual(s) or a group of individuals who contribute or create value
for the organization, in line with the organization’s core vision and mission. Currently the Company has identified the following as
key stakeholder groups: employees (across all management levels), investors, customers, lenders, and communities of beneficiaries
(CSR-programs)
2. List stakeholder groups identified as key for your entity and the frequency of engagement with each stakeholder group:
86
Chairman's
Message
Stakeholder Whether Channels of Frequency of Purpose and scope of engagement including key
Group identified as communication engagement topics and concerns raised during such engagement
Vulnerable & (Email, SMS, (Annually/
Marginalized Newspaper, Pamphlets, Half yearly/
Group (Yes/ Advertisement, Quarterly /
Highlights
No) others – please
Business
Community Meetings,
Notice Board, Website), specify)
Other
Customers No Branch level awareness Ongoing Terms of business;

Providing awareness about the concept of NPA, Due
date, FPC.
Investors No Earnings call, website Quarterly Various topics relating to Company’s performance;
CSR
disclosures
Communities Yes Through our CSR Periodic basis Prior to the donation being accepted by the CSR
Contributions committee based on completing the qualifying
requirements stipulated by the Companies Act
2013, the Five-Star Team will visit and ascertain the
Directors
concerns and needs of the people, particularly in the
Board of
three areas of healthcare, livelihood, and education.
Additionally, the business monitors whether

expenditures are done appropriately, or contributions
have reached the intended recipients. The results of
these reviews and investments made are regularly
Directors
shared with the CSR Committee.
Report
Employees No E-Mail Ongoing Organizational policies and process, compliance to
code of conduct etc
Performance reviews
Lenders No E-Mail Ongoing The lenders are engaged on a frequent basis on

1. Performance updates, both financial & operational
2. Ad hoc updates, basis any event in the Company or
MDA
external environment
The goal is to keep the lenders informed of all
significant events through regular updates as well
as ad hoc updates based on the occurrence of any
significant event.
CG Report
Communication on findings, upgrading of security
or hypothecation, covenant compliance, etc. are all
examples of periodic updates.
In addition to these, there will occasionally be one-on-

one meetings with lenders, either during normal limit
renewal or review or in response to any significant
BRSR
business-related or external environment incident.
These typically include guidance for the short- to
medium-term as well as performance updates.
Five Star
ESG @
Financial
Report
87
1. Provide the processes for consultation between stakeholders and the Board on economic, environmental, and social topics or if
consultation is delegated, how is feedback from such consultations provided to the Board.
The Company encourages constant and proactive engagement with its stakeholders to better communicate its strategies and
performance. The Board is kept well informed on the progress made by various departments, and feedback on the same is sought
from the Directors.
2. Whether stakeholder consultation is used to support the identification and management of environmental, and social topics
(Yes / No). If so, provide details of instances as to how the inputs received from stakeholders on these topics were incorporated into
policies and activities of the entity.
Yes, the stakeholder consultations are one of the key inputs to determining the Company’s material topics. As part of this process,
the Company looked at the aspects each stakeholder highlighted during the engagement and prioritized them using a matrix to
arrive at key material topics. Please refer the ESG report 2023-24 for further details.
3. Provide details of instances of engagement with, and actions taken to, address the concerns of vulnerable/ marginalized
stakeholder groups.
Not applicable; Currently, the Company has not received any complaints or flagging of concerns from vulnerable/ marginalized
stakeholder groups.
PRINCIPLE 5: Businesses should respect and promote human rights
1. Employees and workers who have been provided training on human rights issues and policy(ies) of the entity, in the following
format:

Category No. of employees / No. of employees /
Total (A) % (B/A) Total (C) % (D/C)
workers covered (B) workers covered (D)
Employees
Permanent 9,322 6,067 65% 7,302 4,821 66%
Other than Permanent 5 5 100% 45 37 86%
Total Employees 9,327 6,072 65% 7,347 4,883 66%
2. Details of minimum wages paid to employees and workers, in the following format:

Category Total Equal to minimum More than minimum Total Equal to minimum More than minimum
(A) wage wage (D) wage wage
No. (B) % (B/A) No. (C) % (C/A) No. (E) % (E/D) No. (F) % (F/D)
Employees
Permanent
Total 9,322 1,089 12% 8,233 88% 7,302 345 5% 6,957 95%
Male 9,034 1,045 12% 7,989 88% 7,078 309 4% 6,769 96%
Female 288 44 15% 244 85% 224 36 16% 188 84%
Other than Permanent
Total 5 0 0% 5 100% 45 2 4% 43 96%
Male 5 0 0% 5 100% 37 2 5% 35 95%
Female 0 0 0% 0 0% 8 0 0% 8 100%
88
Chairman's
Message
3. Details of remuneration/salary/wages, in the following format:
a. Median Remuneration/Wages
Male Female
FY 2023 - 24 Median Median Wages Number Median Median Wages
Highlights
Business
Number Remuneration of of Men Remuneration of of Women
Men (Rs in lakhs) (Rs in lakhs) Women (Rs in lakhs) (Rs in lakhs)
Board of Directors (BoD) 4 7.5 0 1 7.5 0

Key Managerial Personnel 3 467.76 0 1 26.62 0
Employees other than BoD 9,381 2.67 0 287 2.61 0
and KMP
Remuneration to Board of Directors represents Commission paid to Directors.
CSR
b. Gross wages paid to females as % of total wages paid by the entity, in the following format:
FY 2023-24 FY 2022-23
Particulars
Gross wages paid to females as % of total wages 2.38% 2.46%
4. Do you have a focal point (Individual/ Committee) responsible for addressing human rights impacts or issues caused or
Directors
Board of
contributed to by the business? (Yes/No)
Yes, there are various committees responsible for human rights impacts and issues in the Company. For instance, the Company
has zero tolerance for sexual harassment at workplace and is compliant with the provisions relating to the constitution of Internal
Complaints Committees under the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013.
Additionally, Grievance Redressal Policy is in place for any other human rights impacts/ issue.
Directors
5. Describe the internal mechanisms in place to redress grievances related to human rights issues.
Report
The Company has zero tolerance and prohibits all forms of exploitative or forced labour, and any type of abuse. The Company is
guided by the POSH Act (2013), Code of Conduct as well as Whistle-blower Policy to provide redressal on any grievances. As for
customers, under Grievance Redressal Policy, complaints can be submitted through calls, emails, or letters to the concerned
grievance redressal officer.
6. Number of Complaints on the following made by employees and workers:
MDA
Filed Pending Filed Pending
Remarks Remarks
during the resolution at the during the resolution at the
Sexual Harassment Nil Nil NA Nil Nil NA
CG Report
Discrimination at workplace Nil Nil NA Nil Nil NA
Child Labour Nil Nil NA Nil Nil NA
Forced Labour/Involuntary
Nil Nil NA Nil Nil NA
Labour
Wages Nil Nil NA Nil Nil NA
Other human rights related

BRSR
Nil Nil NA Nil Nil NA
issues
7. Complaints filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, in the
following format:
FY 2023-24 FY 2022-23
Particulars
Five Star
ESG @
Total Complaints reported under Sexual Harassment on of Women Nil Nil

at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH)
Complaints on POSH as a % of female employees / workers Nil Nil
Complaints on POSH upheld Nil Nil
Financial
Report
89
8. Mechanisms to prevent adverse consequences to the complainant in discrimination and harassment cases.
Yes, A whistleblower policy and vigil system, a code of conduct for directors and senior management, a policy on combating sexual
harassment, and a code of fair behavior are all in place as methods for reporting instances of discrimination and harassment. The
complainant will be completely protected from any unfair practices such as retaliation, threats of termination or suspension of
employment, disciplinary action, transfer, demotion, refusal of promotion, or similar actions, as well as any direct or indirect use of
authority to obstruct the his/her right to continue performing his duties and functions, including additional protected disclosure.
The Grievance Redressal Policy has also clearly laid out the hierarchy for escalation for the customers to ensure they are treated
fairly and respectfully during resolution of their issues.
9. Do human rights requirements form part of your business agreements and contracts? (Yes/No)
Yes; the Company includes compliance to relevant laws (avoidance of child and forced labour) as a pre-requisite in its agreements
and contracts with vendors and other partners.
10. Assessments for the year:
% of your plants and offices that were assessed (by entity or statutory authorities or
Particulars
third parties)
Child Labour Nil
Forced Labour/Involuntary Labour Nil
Sexual Harassment 100 % as per POSH policy
Discrimination at workplace Nil
Wages Nil
11. Provide details of any corrective actions taken or underway to address significant risks/concerns arising from the assessments
at Question 9 above.
No such incidents were observed in the reporting year.
1. Details of a business process being modified / introduced as a result of addressing human rights grievances/complaints.
The Company is of the belief that it has upheld basic principles of human rights in all its dealings in alignment with its Human
Rights Policy. Hence, no significant change is necessitated with respect to the business process.
2. Details of the scope and coverage of any Human rights due-diligence conducted.
The Company has incorporated a culture where its employees and directors feel free to raise any concerns about wrongful conduct,
with the help of its Whistle Blower Policy. The said policy provides a Vigilance Mechanism to channelize reporting of instances
of wrongful conduct. The Audit Committee oversees the Vigil Mechanism. Employees have been facilitated direct access to the
Chairperson of the Audit Committee if need be.
3. Is the premise/office of the entity accessible to differently abled visitors, as per the requirements of the Rights of Persons with
Disabilities Act, 2016?
Yes, the Company ensures that our premises are accessible for differentially abled employees (corporate office). The Company’s
premises have elevators, and / or ramps wherever possible. The Company is committed to ensuring that its office spaces are in
alignment with the guidelines provided in the Act. However, our branches in tier 3, tier 4, tier 5 and tier 6 cities may not always have
such facilities as all our branches are rented facilities and we may not be able to undertake structural modifications.
4. Details on assessment of value chain partners:

% of value chain partners (by value of business done with such partners) that were
Particulars
assessed
Sexual Harassment
Discrimination at worplace The Company expects all its value chain partners to follow existing regulations with
Child Labour regard to health, safety and working conditions. Our Environment & Social Policy
Forced Labour / Involuntary Labour has a prohibited activities list which lays down certain activities that do not qualify
Wages for financing which include child labor, forced labor, etc
Others - Please specify
5. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from the assessments
at Question 4 above.
No corrective actions were necessitated.
90
Chairman's
Message
PRINCIPLE 6: Businesses should respect and make efforts to protect and restore the environment
1. Details of total energy consumption (in Joules or multiples) and energy intensity,
Highlights
Business
Parameter Unit FY 2023-24 FY 2022-23
For Renewable Sources

Total Electricity Consumption (A) (GJ) 11515.19 9,646.75
Total Fuel Consumption (B) (GJ) 15.99 19.03
Energy Consumption through other sources (C) (GJ) 0 0
Total energy consumed from renewable sources (A+B+C) (GJ) 11531.18 9,665.78
For Non-Renewable Sources
CSR
Total Electricity Consumption (D)
Total Fuel Consumption (E)
Energy Consumption through other sources (F)
Total energy consumed from non-renewable sources (D+E+F)
Energy intensity per rupee of turnover 0.53 0.63
(Total energy consumed/Revenue from operations)(GJ per million INR)
Directors
Board of
Energy intensity per rupee of turnover adjusted for Purchasing Power Parity (PPP) NA NA
(Total energy consumed/Revenue from operations adjusted for PPP)
Energy intensity in terms of physical output NA NA
Energy intensity (optional) – the relevant metric may be selected by the entity NA NA
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes, name
of the external agency.
Directors
No
Report
2. Does the entity have any sites / facilities identified as designated consumers (DCs) under the Performance, Achieve and Trade
(PAT) Scheme of the Government of India? (Y/N) If yes, disclose whether targets set under the PAT scheme have been achieved. In
case targets have not been achieved, provide the remedial action taken, if any. –
No; company’s business does not qualify under Designated consumers under the Performance, Achieve and Trade Scheme.
3. Provide details of the following disclosures related to water, in the following format:
MDA
Water withdrawal by source (in kilolitres)
(i) Surface water
(ii) Groundwater
(iii) Third party water
CG Report
(iv) Seawater / desalinated water
(v) Others
Water consumption at our offices is minimal and is limited
Total volume of water withdrawal (in kilolitres) (i + ii + iii + iv + v)
to only personnel use (i,e., in toilets, pantries etc). Hence
Total volume of water consumption (in kilolitres)
this is currently not being measured/tracked. Furthermore,
Water intensity per rupee of turnover
several of our office locations are shared, rental premises
(Total water consumption/Revenue from operations)
and it is usually not possible to measure/apportion our
Water intensity per rupee of turnover adjusted for Purchasing
water consumption separately.
Power Parity (PPP)
BRSR
(Total water consumption/Revenue from operations adjusted for
PPP)
Water intensity in terms of physical output
Water intensity (optional) – the relevant metric may be selected by
the entity
Five Star
ESG @

No
Financial
Report
91
4. Provide the following details related to water discharged:
Water discharge by destination and level of treatment (in kilolitres)

(i) Surface water
- No treatment
- With treatment - Please specify level of treatment
(ii) Groundwater
- No treatment
Water consumption (and consequently discharge) at our
offices is minimal and is limited to only personnel use (i,e.,
- No treatment
in toilets, pantries etc). Hence this is currently not being
measured/tracked.
- No treatment
(v) Others
- No treatment
Total water discharged (in kilolitres)
of the external agency. NA
5. Has the entity implemented a mechanism for Zero Liquid Discharge? If yes, provide details of its coverage and implementation.
Considering the nature of business, the Company's usage of water is restricted to human consumption purposes only. The Company
has not implemented a mechanism for zero liquid discharge.
6. Please provide details of air emissions (other than GHG emissions) by the entity, in the following format:
Not applicable as the Company is in the service industry and there are no process emissions.
Parameter Please specify unit FY 2023-24 FY 2022-23
NOx mg/m3 NA NA
SOx mg/m3 NA NA
Particulate matter (PM) mg/m3 NA NA
Persistent organic pollutants (POP) NA NA NA
Volatile organic compounds (VOC) NA NA NA
Hazardous air pollutants (HAP) mg/m3 NA NA
Others – please specify PPM NA NA
No
7. Provide details of greenhouse gas emissions (Scope 1 and Scope 2 emissions) & its intensity, in the following format:
Parameter Please specify unit FY 2023-24 FY 2022-23
Total Scope 1 emissions (Break-up of the GHG into CO2, CH4, N2O, HFCs, tCO2e 1.08 1.2
PFCs, SF6, NF3, if available)
Total Scope 2 emissions (Break-up of the GHG into CO2, CH4, N2O, HFCs, tCO2e 2,578.94 2,170.52
PFCs, SF6, NF3, if available)
Total Scope 1 and Scope 2 emissions per rupee of turnover (in Rs.) tCO2e 2,580.01 2,171.72
Total Scope 1 and Scope 2 emission intensity per rupee of turnover NA NA
adjusted for Purchasing Power Parity (PPP)
(Total Scope 1 and Scope 2 GHG emissions/Revenue from operations
adjusted for PPP)
Total Scope 1 and Scope 2 emission intensity in terms of physical output NA NA
Total Scope 1 and Scope 2 emission intensity (optional) – the relevant NA NA
metric may be selected by the entity
No
92
Chairman's
Message
8. Does the entity have any project related to reducing Green House Gas emission? If yes, then provide detail
Currently, the Company does not have any project related to reducing Green House Gas emission reductions as its emissions are
not significant.
Highlights
9. Provide details related to waste management by the entity, in the following format:
Business
Parameter FY 2023-24 FY 2022-23
Total Waste generated (in metric tonnes)
Plastic waste (A)

E-waste (B)
Bio-medical waste (C)
Construction and demolition waste (D)
CSR
Battery waste (E)
Radioactive waste (F)
The company does not generate any significant amount of
Other Hazardous waste. Please specify, if any. (G)
waste in our corporate head office or our branch offices.
Other Non-hazardous waste generated (H). Please specify, if any.
Quantity of waste generated is currently not being tracked.
(Break-up by composition i.e. by materials relevant to the sector)
Will be reported in future years.
Directors
Total (A+B + C + D + E + F + G+ H)
Board of
Waste intensity per rupee of turnover (Total waste consumed/
Revenue from operations)
(Total waste consumed/Revenue from operations adjusted for PPP)
Waste intensity in terms of physical output
For each category of waste generated, total waste recovered through recycling, re-using or other recovery operations (in metric tonnes)
Directors
Category of waste
Report
(i) Recycled
(ii) Re-used
(iii) Other recovery operations
Total
For each category of waste generated, total waste disposed by nature of disposal method (in metric tonnes)
Category of waste
MDA
(i) Incineration
(ii) Landfilling
(iii) Other disposal operations
Total
CG Report
No
10. Briefly describe the waste management practices adopted in your establishments. Describe the strategy adopted by your
Company to reduce usage of hazardous and toxic chemicals in your products and processes and the practices adopted to manage
such wastes.
The Company has not put in place a specific strategy for waste management as it does not generate a significant amount of wastes.
Hazardous/e-wastes are disposed responsibly through authorized recyclers. BRSR
11. If the entity has operations/offices in/around ecologically sensitive areas (such as national parks, wildlife sanctuaries, biosphere
reserves, wetlands, biodiversity hotspots, forests, coastal regulation zones etc.) where environmental approvals / clearances are
required, please specify details in the following format:
Not Applicable
Five Star
12. Details of environmental impact assessments of projects undertaken by the entity based on applicable laws, in the current
ESG @
financial year:
Not Applicable
13. Is the entity compliant with the applicable environmental law/ regulations/ guidelines in India, such as the Water (Prevention and
Control of Pollution) Act, Air (Prevention and Control of Pollution) Act, Environment protection act and rules thereunder (Y/N). If not,
provide details of all such non-compliances, in the following format:
Financial
Report
Not Applicable
93
1. Water withdrawal, consumption and discharge in areas of water stress (in kilolitres):
For each facility / plant located in areas of water stress, provide the following information:
(i) Name of the area – Not Applicable
(ii) Nature of operations - Not Applicable
(iii) Water withdrawal, consumption and discharge:
Water withdrawal by source (in kilolitres)

(i) Surface water
(ii) Groundwater
(v) Others
Total volume of water withdrawal (in kilolitres) (i + ii + iii + iv + v)
Total volume of water consumption (in kilolitres) Water consumption at our offices is minimal and is limited
Water intensity per rupee of turnover to only personnel use (i,e., in toilets, pantries etc). Hence this
(Total water consumption/Revenue from operations) is currently not being measured/tracked.
Water intensity per rupee of turnover adjusted for Purchasing
Power Parity (PPP)
(Total water consumption/Revenue from operations adjusted for
PPP)
Water intensity in terms of physical output
Water intensity (optional) – the relevant metric may be selected by
the entity
Water discharge by destination and level of treatment (in kilolitres)
(i) Surface water
- No treatment
(ii) Groundwater
- No treatment
Water consumption (and consequently discharge) at our
offices is minimal and is limited to only personnel use (i,e.,
- No treatment
in toilets, pantries etc). Hence this is currently not being
measured/tracked.
- No treatment
(v) Others
- No treatment
Total water discharged (in kilolitres)
Not Applicable
2. Please provide details of total Scope 3 emissions & its intensity, in the following format:
There are no Scope 3 emissions from upstream and downstream value chains of the company.
Total Scope 3 emissions (Break-up of the GHG into CO2, CH4, N2O, HFCs, Metric tonnes - -
PFCs, SF6, NF3, if available) of CO2 equivalent
Total Scope 3 emissions per rupee of turnover - -
Total Scope 3 emission intensity (optional) – the relevant metric may be - -
selected by the entity
No
94
Chairman's
Message
3. With respect to the ecologically sensitive areas reported at Question 11 of Essential Indicators above, provide details of significant
direct & indirect impact of the entity on biodiversity in such areas along-with prevention and remediation activities.
Not Applicable
Highlights
4. If the entity has undertaken any specific initiatives or used innovative technology or solutions to improve resource efficiency, or
Business
reduce impact due to emissions / effluent discharge / waste generated, please provide details of the same as well as outcome of such
initiatives, as per the following format:
Not Applicable
5. Does the entity have a business continuity and disaster management plan?
Yes, The Business Continuity Policy of Five-star Business Finance ensures that the core IT system functions as soon as possible
after any incident that disturbs the organizations Business operations. The Business Continuity program is linked closely to the IT
CSR
Disaster Recovery Process and also works back closely with other specialised processes including the Cyber Crisis Management
Plan. The plan enables Fivestar Business staff to address the disturbance to core Business applications, systems and networks,
helps prioritise efforts and ensures that the recovery begins as quickly as possible in a methodical manner.
This would also involve general contigency procedures outlining the overall generic steps involved in the response recovery
resumption and return phases.
Directors
Board of
6. Disclose any significant adverse impact to the environment, arising from the value chain of the entity. What mitigation or
adaptation measures have been taken by the entity in this regard.
The company being a financial institution, does not have any adverse impact to the environment from its value chain.
7. Percentage of value chain partners (by value of business done with such partners) that were assessed for environmental impacts.
Not applicable
Directors
Report
PRINCIPLE 7: Businesses when engaging in influencing public and regulatory policy, should do so in a manner that is responsible
and transparent
1. a) Number of affiliations with trade and industry chambers/ associations.

One
b) List the top 10 trade and industry chambers/ associations (determined based on the total members of such body) the entity is a
MDA
member of/ affiliated to.
Name of the trade and industry chambers/ Reach of trade and industry chambers/ associations
S. No.
associations (State/National)
1 Finance Companies Association(India) National
CG Report
2. Provide details of corrective action taken or underway on any issues related to anti-competitive conduct by the entity, based on
adverse orders from regulatory authorities
Not applicable as no issues or adverse orders, related to anti-competitive conduct by the Company were raised by regulatory
authorities.
1. Details of public policy positions advocated by the entity:

BRSR
The company has not advocated any public policies. Hence assessing its position is not applicable.
PRINCIPLE 8: Businesses should promote inclusive growth and equitable development
1. Details of Social Impact Assessments (SIA) of projects undertaken by the entity based on applicable laws, in the current financial
year.
Five Star
ESG @
Not applicable. There were no social impact assessments required to be taken by the Company by applicable laws.
2. Provide information on project(s) for which ongoing Rehabilitation and Resettlement (R&R) is being undertaken by your entity:
Not applicable. No such projects where Rehabilitation and Resettlement is required are being undertaken by the Company.
Financial
Report
95
3. Describe the mechanisms to receive and redress grievances of the community
The Company undertakes CSR initiatives by contributing to reputed and recognized institutions such as the Ramakrishna Mission,
the Single Teachers' School (Part of the Ramakrishna Mission), the MS Swaminathan Research Foundation. The Company also
supports other organizations with donations to worthwhile purposes such as education, sustainable livelihood, or healthcare. These
organizations supported by the Company undertake the needs assessments and understand the grievances of the communities,
which is in-turn communicated to us and then support is extended. A summary of such activities supported is delivered to the CSR
Committee of the Board on a regular basis. The Company also monitors whether expenditures have been made in the appropriate
location and at the appropriate time.
4. Percentage of input material (inputs to total inputs by value) sourced from local or small-scale suppliers:
Parameter FY 2023-24 FY 2022-23
Directly sourced from MSMEs/ Small producers The Company procures a limited number of material other than
Sourced directly from within the district and neighboring those that are part of the IT infrastructure. Hence, currently
districts such procurements are not tracked.
5. Job creation in smaller towns – Disclose wages paid to persons employed (including employees or workers employed on a
permanent or non-permanent / on contract basis) in the following locations, as % of total wage cost
Location FY 2023-24 FY 2022-23
Rural 3.23% 0.51%

Semi - Urban 3.49% 1.08%
Urban 5.99% 9.21%
Metropolitan 1.46% 0.69%
(Place categorized as per RBI Classification System - rural / semi-urban / urban / metropolitan)
1. Provide details of actions taken to mitigate any negative social impacts identified in the Social Impact Assessments (Reference:
Question 1 of Essential Indicators above):
Not applicable. There were no social impact assessments required to be taken by the Company by applicable laws.
2. Provide the following information on CSR projects undertaken by your entity in designated aspirational districts as identified by
government bodies:
There are no CSR Projects undertaken in designated aspirational districts under Aspirational Districts Programme(ADP).
3. (a) Do you have a preferential procurement policy where you give preference to purchase from suppliers comprising marginalized
/vulnerable groups? (Yes/No)
There are no preferential procurement policy from suppliers comprising marginalized/vulnerable groups.
(b) From which marginalized /vulnerable groups do you procure?

Since there are no procurements from such groups this question is not applicable.
(c) What percentage of total procurement (by value) does it constitute?

Since there are no procurements from such groups this question is not applicable.
4. Details of the benefits derived and shared from the intellectual properties owned or acquired by your entity (in the current
financial year), based on traditional knowledge:
The company does not own or hold any intellectual properties, hence there are no benefits derived or shared from such properties.
5. Details of corrective actions taken or underway, based on any adverse order in intellectual property related disputes wherein
usage of traditional knowledge is involved.
There are no adverse orders pursuant to which any corrective actions are pending.
96
Chairman's
Message
6. Details of beneficiaries of CSR Projects:
No. of Persons Benefited % of Beneficiaries from Vulnerable

S.No. CSR Project (Name of the Partner
from the Project and marginalised groups
1. Thirumalai Charity Trust Community in large - 60%
Highlights
Business
Hence not quantifiable
2. Ramakrishna Mission Student Home 300 100%
3. M.S Swaminathan Research Foundation 400 100%
4. Maithree Foundation 175 100%
5. The United Educational & Social Welfare Trust 110 100%
6. Akshaya Trust 60 100%
7. All India Movement for SEVA 2,137 60%
8. All the Children 80 100%
CSR
9. India Vision Institute 20,284 100%
10. Samabhavana 1,250 100%
11. Swami Vivekananda Medical Mission Community in large - 60%
Hence not quantifiable
12. Sri Arunodhayam Charitable Trust 950 100%
13. Rehoboth 369 100%
Directors
Board of
14. HOPE Public Charitable TRUST 100 100%
15. Akshaya Pathra Foundation 58,000 50%
16. Tamilnadu Differently Abled Federation 7 100%
Charitable Trust
17. MS Swaminathan Research Foundation 1,890 100%
Directors
PRINCIPLE 9: Businesses should engage with and provide value to their consumers in responsible manner
Report
1. Describe the mechanisms in place to receive and respond to consumer complaints and feedback. –
Consumer complaints are addressed by a Grievance Redressal Committee, which is led by senior management personnel. According
to the Grievance Redressal Policy, there are a number of ways to receive consumer complaints. For example, customers can call,
email, or write to the branch and register their complaints.
MDA
The Company's customer service department or the applicable branch managers will reply within 10 days of receiving the complaint.
The Company secretary (who is also the Redressal Officer) and Nodal Officer (Head of Risk & Compliance) are the first level and
second level points of contact for the escalation, respectively, according to a matrix that is also accessible to customers. Customers
may speak with the regulatory authority for non-banking financial companies at the Reserve Bank of India directly if they receive
an unsatisfactory response.
CG Report
2. Turnover of products and/ services as a percentage of turnover from all products/service that carry information.
Type As a percentage to total turnover
Environment and Social parameters relevant to product NA

Safe and responsible usage NA
Recycling and/or safe disposal NA
BRSR
3. Number of consumer complaints

Received Pending Received Pending
during the resolution at the Remarks during the resolution at the Remarks
Data privacy - - - - - -
Five Star
ESG @
Advertising - - - - - -
Cyber-security - - - - - -
Delivery of essential services - - - - - -
Restrictive Trade Practices - - - - - -
Unfair Trade Practices - - - - - -
Others - - - - - -
Financial
Report
97
4. Details of instances of product recalls on account of safety issues
Number Reason for recall
Voluntary recalls
Not Applicable
Forced recalls
5. Does the entity have a framework/ policy on cyber security and risks related to data privacy? (Yes/No) If available, provide a web-
link of the policy.
Yes
6. Provide details of any corrective actions taken or underway on issues relating to advertising, and delivery of essential services;
cyber security and data privacy of customers; re-occurrence of instances of product recalls; penalty / action taken by regulatory
authorities on safety of products / services.
Not applicable since no such incidents were reported.
1. Channels / platforms where information on products and services of the entity can be accessed (provide web link, if available).
The information on various products and services of the Company is available on:
• Branch office/Registered office
• SERVICES – Five Star (fivestargroup.in)
2. Steps taken to inform and educate consumers about safe and responsible usage of products and/or services.
At Five Star, the consumers are educated on digital banking and paperless transaction through the front-end employees at our
branches. The consumers are also encouraged to visit the Company’s website through which digital transaction/banking services
may be availed.
3. Mechanisms in place to inform consumers of any risk of disruption/discontinuation of essential services.

The firm notifies its clients through SMS to the registered mobile number in the event of any disruption or termination of vital
services. Details about the impact of the disruption or discontinuation are also posted at the branches. The Company will proactively
engage with its customers and ensure that they do not suffer on account of disruption of services. If the disruption is due to
technological failure, then the Company shall resort to manual means to fulfill the needs of the customers. If the tech disruption is
expected to be long lasting, COB plan would be triggered to ensure that the customers are not put to significant difficulties.
4. Does the entity display product information on the product over and above what is mandated as per local laws? (Yes/No/Not
Applicable)? If yes, provide details in brief. Did your entity carry out any survey with regard to consumer satisfaction relating to the
major products / services of the entity, significant locations of operation of the entity or the entity as a whole? (Yes/No)
Not applicable - there is no product information mandated by law. Given the nature of the business, there is limited applicability of
this indicator.
98
99
Fostering Financial Inclusion
ESG @ Five Star

About Five Star Five Star has been attempting to bridge the credit gap in the
Five-Star Business Finance Limited is registered as a market over the last couple of decades, extending financial
Systemically Important Non-deposit taking Non-banking service to the un-banked and under-banked sections of the
Financial Company (‘SI-ND-NBFC’) with the Reserve Bank of society. This in turn, contributes to narrowing the socio-
India. The Company came into existence in 1984. After about economic divide between urban and semi-urban/rural parts
two decades of providing loans to micro-entrepreneurs and (to a large extent consisting of underprivileged segments of
self-employed individuals for their business, asset creation and society) and helps achieve higher living standards.
other requirements which has benefitted lakhs of customers,
we stand tall as an industry leader.
380,000+
Customers
9,641 Crores
of AUM
9,327
Employees
520 Branches
in 9 States
Presence and Reach
With years of experience and a sound understanding of the Vision

financing industry, Five Star strives to grow even farther while Reaching the Unreached through suitable credit solutions.
staying true to its vision.
Mission
We have significant presence in Tamil Nadu (including corporate Provide appropriate credit solutions to the hitherto unreached
headquarters in Chennai), Andhra Pradesh, Telangana, segment of the market by developing a niche underwriting
Karnataka, and Madhya Pradesh. We have also started making model, built towards evaluating the twin strengths of the
early in-roads in the states of Maharashtra, Uttar Pradesh, borrowers' intention to repay and ability to repay, with the
Chhattisgarh and Rajasthan. ultimate objectives of increasing customers satisfaction and
maximising stakeholders returns
It is significant to note that a large part of our branch presence is
in tier 3, tier 4, tier 5 and tier 6 cities and towns, which are semi- What does ‘ESG’ mean to us?
urban and rural geographies with rapid population growth, There is increasing awareness that businesses do not
largely devoid of access to formal sources of financial services. operates in silos. Social and environmental value created by
organizations has come to be recognized as being critical and
A formidable workforce of over 9,000 employees work tirelessly continue to gain importance, indicating a paradigm shift from
to help the organization continue on its stellar growth path. Of the traditional metrices that defined business successes only
these, around 8,000 employees are field agents, who help take in financial terms. Corporates world-over have also recognized
our business to prospective and existing customers in every that they have an important role to play in fostering social
nook and corner of geographies where we are present. equity and creating opportunities for development of members
100
Chairman's
Message
of the communities in which they operate. There is increasing We recognize the importance of taking cognizance of ESG
realization that business growth is intricately interlinked with related risks and opportunities for continued business success.
the growth and wellbeing of communities. Likewise, on the Keeping this in minds, in FY 2023-24, we undertook extensive
environmental front, every individual or business is exposed stakeholder engagements to determine ‘material’ ESG issues.
Highlights
to the risks emanating from irreversible climate change and its
Business
consequences, to varying extents. Stakeholder Engagement & Materiality Assessment
Five Star accords paramount importance to setting high
Financing businesses have the distinction of being uniquely standards in corporate governance and creating social value. We
positioned to contribute to sustainable development by recognize that there are a host of stakeholders with whom the
empowering people and businesses to meet their growth organization interacts on a day-to-day basis, who are impacted
aspirations. This is even more true in our case, given that for a by the organization and its operations.
substantial part of our customer base, hitherto, there may not
CSR
have been access to structured financial services. The table below summarizes our key stakeholders and existing
channels of engagement and topics of interest.
Stakeholder group How we engage with them Frequency of engagement Key Discussions
Shareholders /
• Quarterly Investor Calls, • Annual • Resilient business model and long-term profitability
Investors
Presentations and meetings • Quarterly • Corporate reputation
Directors
Board of
• Annual General Meetings • On an as-needed basis • Transparency in corporate governance
• Press releases (for grievances) and disclosures
• Dedicated investor grievance • Financial performance
redressal channels • Risk management
• Business ethics and compliance
Employees
• Employee Communication • Continuous • Business goals, continuity & strategy
Directors
• Employee Engagement • Periodic (newsletters and • Human rights, treating people with respect
Report
Activities other communications and dignity
from the management)
• Webinars, learning and • Ethics and compliance to codes and policies
development programmes
with feedback
• Employee web portal • Learning and development
• Policies and guidelines • Professional growth
MDA
Customers • Transparent documentation • Continuous • Customer focus
of the terms of business • Need-based • Financial inclusion
• Publication of • Transparency in operations
customer-relevant • Resolution of customer grievances in a
information on our website timely manner
CG Report
• Customer grievance portal
Local community / • CSR programmes and • Continuous • Community development

NGO initiatives
• Needs assessment by • Need-based • Local employment
implementation partners
Regulatory bodies • Structured engagement • Continuous • Compliance with applicable rules and BRSR
regulations
through meetings • Need-based • Corporate Governance & ethics
• Contribution by • Contribution to sustainable development
Management and Directors on
matters of policy
• Regulatory filings
Five Star
ESG @
Materiality Assessment and understand their views on a host of ESG issues relevant to
It is important to understand ESG issues that may be of relative Five Star. The study also reviewed industry trends, regulatory
priority to each stakeholder groups and which also have the requirements and performance of peers to firm up on issues
potential to impact the organization in its journey to excellence. that may be material to us.
During the reporting year, we undertook a materiality Our approach to the materiality assessment process and the
Financial
Report
assessment exercise to strengthen stakeholder relationships material issues identified are highlighted below:
101
Universe of Stakeholder Stakeholder Business Materiality
Material Analysis Engagment Mapping Matrix
Issues
• Collation • Stakeholder • Interviews, • Mapping • Comprehensive

of global, Identification and meetings business analysis to arrive
sectoral and and - inputs from objectives at Materiality
core business prioritisation all stakeholder and risks Matrix
priorities groups on to material
issues of issues
priority
Material Issue Identified: 1. Financial Inclusion
Is it a Risk / Opportunity: Opportunity
Rationale for identifying if the In case of risk, approach Financial implications of the risk or opportunity
issue is the risk/opportunity to adapt or mitigate (Indicate positive or negative implications)
Five Star sees an opportunity to N.A Positive: Making financial services accessible
contribute to India's growth story by offers strong growth prospects for the Company
meeting the financial services needs while also contributing to the national
of underserved segments. Access to aspirations of achieving financial inclusion.
structured finance could be a game-
changer for MSMEs, entrepreneurs
and small businesses which employ
millions of people.
Material Issue Identified: 2. Corporate Governance

Indicate Whether Risk / Opportunity: Risk
Financial services is an industry that Five Star stands for good Negative: Non-compliance/ any negative
is highly regulated and compliance corporate governance and sentiments about our Corporate Governance
driven. Multiple risks may arise from ethical business practises and may adversely affect our ability to raise fresh
ongoing/ quick changes in the markets has created strong governance capital and threaten business continuity. In our
and the regulatory environment for frameworks and polices. case, the corollary has been observed to be true,
the sector. Please refer the Corporate i.e., recognition for strong corporate governance
Governance Report for has been facilitating fresh investments in Five
details of how our Corporate Star from financing partners from world-wide
Governance structures work
effectively to safeguard the
organization from compliance
and other risks.
Material Issue Identified: 3. Employee Wellbeing

Indicate Whether Risk / Opportunity: Opportunity
We view employees as the Company's N.A Positive: Our motivated workforce has been one
most valued asset and accord top of the cornerstones for our continued success.
priority to ensuring their wellbeing. Our on-field employees are the principal touch-
points for our customers; business prospects
and the reputation of our brand are significantly
influenced by how our employees engage with
the customers. For this reason, employees receive
appropriate trainings and are also rewarded by
schemes such as ‘Lakshathipathi’. Please refer
the ensuing Social section for details.
102
Chairman's
Message
Material Issue Identified: 4. Stakeholder Engagement
Indicate Whether Risk / Opportunity: Risk
Highlights
Business
In its functioning, Five Star engages The Company has put in Negative: Weakness in stakeholder engagement
with a host of stakeholders, each with place strong governance & management might have a detrimental effect
different sets of priorities, governed by systems for engagement on the Company's brand, market standing,
different sets of rules/conventions for with stakeholders. Customer and clientele. Each stakeholder group is to be
engagement. and investor grievances are handled with due care, responding to their
accorded high priority and are reasonable expectations and maintaining legal
regularly reviewed by Senior compliance.
CSR
Management and the Board.
An open work culture ensures
that employees can voice
concerns freely without fear
of reprisal.
Directors
Material Issue Identified: 5. Digitization
Board of
Digitization of business operations N.A Positive: Digitization has been paving the way
can contribute to improving service for efficient, convenient and secure business
Directors
delivery quality and efficiency for last- with customers.
Report
mile solutions, including customer
service and experience. Use of
technology and linked data systems
has the potential to facilitate smooth
client base growth.
Material Issue Identified: 6. Risk Management
MDA
To achieve our business objectives A Risk Management Positive: Framework for risk management and
and provide long-term value for all our Committee (RMC), is effective risk supervision provided by the Risk
CG Report
stakeholders, Five Star has recognised responsible for all important Committee has helped the Company tide through
effective risk management as a key and practical facets of risk challenges included the COVID-19 pandemic,
enabler. The Company has identified management with efficiency. Effective risk management
key risk categories and suitable The current risk management helped the business resume on its growth path
safeguards. It is also in the process of framework is intended to in quick time.
identifying and integrating key ESG make it easier to detect,
risks into the overall risk management handle, and mitigate
BRSR
framework. emerging risks quickly and
effectively. This framework's
primary goals and guiding
principles include promoting
strategic and data-driven
decision-making, facilitating
Five Star
supervision, and monitoring,

ESG @
and guaranteeing effective

checks and balances. Please
refer the Risk Management
section of the Annual Report
for further details.
Financial
Report
103
Governance goes a long way in ensuring that the organization adheres to its
At Five Star Business Finance, we believe that a sound corporate stated goals and business objectives, while staying true to its
governance is integral to building long-term value for our vision and mission.
stakeholders. Our operations are guided by an effective Board,
that comprises industry stalwarts with decades of experience We have a comprehensive set of policies and guidelines that
to their credit. govern our actions. These policies provide a clear framework
for decision making and are backed up by appropriate risk
The key pillars of our governance paradigm are accountability, management frameworks to ensure compliance. In-line with the
transparency, fairness, and righteous behaviour. We have materiality assessment conducted and recognizing the rising
ensured that an effective governance framework is put in place importance of the ESG in our business, we have developed an
based on these principles to safeguard the long-term interests ESG policy that has been reviewed and approved by our Board.
of all our stakeholders including minority and individual The policy can be accessed in the link: ESG-Policy.pdf
shareholders. This is epitomized by the fact that several of
our Board Committees (Audit Committee, Nomination and The following sections discuss briefly some of our priority
Remuneration committee, Risk Management Committee, IT areas under Governance (including issues that may not have
Strategy Committee, Stakeholder Relationship Committee etc) featured in the list of ‘material’ issues, but have been deemed as
are headed by Independent Directors. significant by the Management.
Board Level Committees

Risk Management
• Audit Committee At Five Star, we recognise multiple risks including strategic,
• Nomination and Remuneration Committee regulatory, and operational risks that can put our finances,
• Corporate Social Responsibility Committee human resources, physical, informational, and intellectual
• Business and Resource Committee property assets as well as our reputation at risk. Like any other
• Asset Liability Committee business, our business is also exposed to various internal and
• Risk Management Committee external risks, and we ensure that these risks are identified
• IT Strategy Committee through a structured process. We have placed the ‘unlent’
• Stakeholders Relationship Committee segment as our top priority and have developed a clear strategy
Our strong governance framework enables us to improve our to analyse and mitigate the potential risks arising from such a
operational efficiency, boost financial returns, and reduce business proposition.
risks while ensuring compliance with applicable regulations.
Periodic internal reviews are carried out to validate the We have identified the below mentioned risks as primary and
functioning of the Management and the governance structures have clear policies and procedures in place for monitoring and
of the Company, including the Board and its committees. This mitigation of the same.
Credit Collateral
Risk Risk
Liquidity
Risk
Operational Financial
Risk Risk
Human
Technology Reputational
Resource
Risk Risk
Risk
Vendor
Compliance
Management
Risk
Risk
104
Chairman's
Message
Our business priority is to connect with consumers residing Data Privacy & Security
largely outside of major cities and have the willingness to use At Five Star, we have made significant progress in the recent
trustworthy, established loan channels to fund their business years in data protection and cybersecurity. To reduce risks
or personal needs. brought about by increasing complexities in the cyberspace,
Highlights
we have embraced cutting-edge technology, such the Amazon
Business
The independent risk assessment, tracking, and control tasks cloud platform, periodic Information Technology audits,
are facilitated by Five Star's independent risk governance vulnerability assessments and penetration testing carried
structure. out by an independent third party agency. We are increasingly
switching to SaaS models, hosting partners like Salesforce or
The Risk Management Policy has been posted on the website of Oracle to minimise the risks. As already stated, an independent
the Company and is available on the web link: Risk-Management. information technology audit was conducted during the
pdf. previous fiscal year.
CSR
Business Ethics & Transparency Social
At Five Star, we submit any cases relating to ethics & transparency Financial Inclusion
to the Audit Committee which monitors them until satisfactory Our organisational motto has been "Reaching the Unreached" or
resolution. These are also documented rigorously and included in other words “Lending to the Unlent”. By providing financial
in the minutes of the Audit Committee’s meetings. We have a services to the ‘unbanked and under-banked’ segments of
Directors
Board of
well entrenched compliance framework managed by a capable society, we open the door to financial inclusion and economic
team that ensures the Company's policies and business empowerment to the masses. Our loans range from INR 1 lakh
practices are in line with our established code. The stakeholders to 10 lakhs with the average ticket size being around INR 3 to 5
can file complaints about any unethical practices, misconduct, lakhs and help our customers cover their business or personal
or grievances. We proactively maintain an ethics helpline that needs.
allows our employees to voice concerns or any incident of non-
compliance. Every employee must immediately report to the The consumers of Five Star predominantly avail loans for
Directors
Report
management ethics helpline any real or potential breach of the meeting their business requirements. They are typically first-
Code, as well as any event of misconduct, misdemeanour, or act time borrowers to the secured borrowing space in the formal
not in the best interests of the Company. financial ecosystem, who may not have been focused upon by
large banks or other financial institutions. While about 25% of
Digitization our customers are completely new-to-credit, we are the first
We are striving to digitise every aspect of our business as a formal lender providing a loan of the size mentioned above, to
means to facilitating ease of conducting business. Our front- more than 75% of our customers and this is probably their first
MDA
facing employees' interactions with consumers are used to experience of availing a secured borrowing from a structured
raise awareness of digital repayment options available, thereby financial organization.
reducing the need for handling/transacting in physical cash. We
take delight in observing a rise in online transactions during To cater to such customers, a significant part of our branch
the previous fiscal year. presence is in Tier-3 and below cities and towns, which have
limited presence of other structured players.
CG Report
38%
Tier 6 BRSR
Tier 5
Tier 4
30%
1% Tier 3
2% Tier 2
Five Star
Tier 1
ESG @
18%
11%
Financial
Branch Presence across India

Report
105
Our unwavering focus on such a customer base has resulted in from micro-entrepreneurs and self-employed individuals
a steady increase in the Asset Under Management (AUM) from
the Low-Income Group. This reiterates our belief on our core In an effort to increase the women participation in businesses
business strategy and also creates positive societal value. and major financial transactions (in order to empower them),
the company has also been encouraging women to come
Given the favourable demography of the country, the credit forward as primary borrowers in family-run establishments.
business has large potential, particularly funding the demand
76%
72%
66%
67%
58%
FY 2019 - 20 FY 2020 - 21 FY 2021 - 22 FY 2022 - 23 FY 2023 - 24
Asset Under Management from Lower Income Group

Giving people from less fortunate circumstances access to Grievance Redressal Mechanism
formal credit and financial services safeguards them from • Number: 044 - 2346 0957 / 044 - 2346 0958 / 78258 55555
exploitation and empowers them to fight the cycle of poverty, • Email: customercare@fivestargroup.in
fosters inclusive progress and social peace. • Customers can get in touch with the branch and voice their
compliants to the personnel. The compliant must be entered
The knowledge and experience gained so far in our journey in the Branch's Compliant Register.
along with the strong brand credentials established in this • Customers can file written compliants with branch manager
segment augurs well for the next leg of growth for the Company of the branch where they obtained the loan by submitting a
towards building a robust portfolio. letter
Customer Relationship Management In rare cases of non-resoultion at Company level, complainants

The success of Five Star is based on the confidence and may also reach out to the Reserve Bank of India, which oversees
steadfastness of our clients, and prioritizing meeting client operations of non-banking financial institutions.
needs. The organisation has made efforts in this direction
through campaigns for financial literacy, product creation, However, most of the complaints are resolved at the Company
innovation, and personnel training and development. level itself, which is a sign of our strong grievance redressal
mechanism. A very small percentage of complaints get escalated
We have established robust systems for customer grievance to the regulator and even these relate to lack of understanding
management. As a standard practice, we respond to customers from the customers’ part, and the Company has been able to
within 10 days from receiving their complaints. In case the provide satisfactory responses to the regulator leading to
customer feels their grievances may not have been handled closure of such complaints.
appropriately, they have the option of escalating their concerns
to the Grievance Redressal Officer. The Grievance Redressal We also have an Internal Ombudsman, who is an independent
officer is mandated to respond again within 10 working days. person looking at the merit of the complaints received, and
Issues that have not been resolved at this level too, may then be resolutions provided thereon. We have not had any instance of
escalated to the Head of Risk & Compliance, who also serves as the Ombudsman disagreeing with the view of the Company on
the Company's Principal Nodal Officer. the merits of complaints received at the Ombudsman office or
from the regulator.
106
Chairman's
Message
Talent Management and Retention We are an equal opportunity employer and hire employees for
Our team of high-performing personnel are closely correlated permanent and contract positions. All our employees are on-
with the organization's consistency in providing the best-in- roll employees and we do not engage any off the roll employees,
class services. Our employees are our biggest assets and have as this may jeopardise their career prospects. For any senior
Highlights
been instrumental to our success since inception. and mid-level recruitment, internal applicants are primarily
Business
explored; the role extends to the external job market when the
We select the ideal candidate from the market to ensure that position does not get filled internally. In the last financial year,
top talents comprise our workforce at all levels. Recruitment 756 number of employees were promoted to the managerial
in the Company is undertaken by a highly experienced team positions internally.
of Human Resource Personnel who identify and onboard
candidates dynamically.
CSR
1
Identification
Selecting the ideal
candidate from the
Directors
Board of
talent pool
Induction
All corporate policies,
their ramifications,
Directors
Report
and new hires will be
explained to them
2 3
Trainings &
Development
On the job trainings
& skill development
MDA
measures carried out
Performance
Management
To guarantee that coworkers
are assessed according to their
CG Report
merits & talents as required
for the role, performance
evaluation data will be tracked,
examined, and reviewed
annually
4 5
Grievence /
bullying & harassment
compliant procedure
To register any
BRSR
compliant, employees
can reach out to the
grievence officer for
any redressal
Disciplinary
Action
Any violation of this
Five Star
ESG @
policy will be considered

as misconduct and may
result in disciplinary action
under the Five Star's
disciplinary
6 policy
Financial
Report
107
Currently, 9,327 people (permanent and non-permanent) are which is supported by the government, covers over 60% of the
employed by the Company in a variety of roles across our branch workforce. All permanent employees of Five Star, regardless of
offices and regional offices and head office. The Company acts their position, are protected by a family floater health insurance
in a manner that demonstrates accountability for the security, plan with a coverage of upto INR 5 lakhs in addition to the ESIC
safety and wellbeing of the employees. scheme.
Employee Benefits In the event of a medical emergency or casualty, employees

All our employees receive competitive salaries and other working as collection agents are entitled to receiving the basic
benefits in-line with industry best practices. pay component of their salary for the duration of the treatment
period under a group personal accident policy.
Our employees at all levels are protected by various health and
life insurance policies for a secure future. The ESIC programme,
1. ESIC Scheme
2. Health Insurance
All the employees are covered under Health Insurance at a base flaoter of INR 5 Lakhs irrespective of desgination and
heirarchy
3. Accidental Insurance
All the field agents on the field are covered under group accident policy
4. Maternity Benefits
The female employees are covered under Maternity benefits. The Company witnessed 57% women returning to work in
FY 2023 - 24, following their maternity benefits
Employees are eligible to receive a gift voucher for INR 10,000 2022 scheme - 200 employees are eligible for 100,000/- on
on the occasion of their marriage. completion of 3 years.
To retain top talent, the Company has also initiated certain Employee Stock Option Schemes
incentive schemes as a means to appreciating employees’ We have made available two Employees Stock Option Schemes,
relentless contribution to the organization’s success. namely
• Five-Star Associate Stock Option Scheme 2015 (ASOP 2015)
Lakshathipathi Scheme • Five-Star Associate Stock Option Scheme 2018 (ASOP 2018)
The senior employees are given Rs. 1 lakh on successful 314 employees have been granted ESOPs under the above
completion of 3 years at Five Star. schemes.
The scheme was introduced in 2018 - 175 employees were

covered by the scheme with benefits ranging from 100,000 to
500,000.
108
Chairman's
Message
Diversity, Equity, and Inclusion such positions, the job demands – i.e., job being predominantly
Five Star has put in pace a Diversity, Inclusion and Equal travel based, having to securely carry cash from customers to
Opportunities Policy. The goal of this policy is to create a the branch and having to work odd-hours at times – seem to be
diverse, engaged, and equitably treated workforce. We support detrimental to women actively joining our ranks. We are actively
Highlights
the diversity of our workforce and advance equality by making working towards enhancing the number of women employees,
Business
sure that no one is treated less favourably than another in where possible, in the face of such challenges.
any matter pertaining to employment based on ethnic origin,
nationality, disability, age, gender, religion, marital status, Human Rights
family responsibilities, sexual orientation, social class, or other Since inception, Five Star has grown and thrived based on a
distinction unrelated to the requirements of the job. We reject culture of treating people with respect, empathy and dignity.
all types of unjust and illegal discrimination. We ensure that our interaction with all stakeholders including
employees and customers respect the core principles and
CSR
Diversity, Inclusion and Equity policy is available in the practises of Human Rights. We have a zero-tolerance policy
following weblink: Diversity-Inclusion-and-Equity-Policy.pdf. regarding all forms of discrimination and harassment
(including sexual harassment) at the workplace. Suitable
While we have significant number of women employees in trainings are provided to employees regarding important
our corporate office, the overall percentage of women in the human rights issues.
organization not being high is attributable to the fact that a
Directors
Board of
majority of the organisation’s employees are field officers. No cases of sexual harassement or any other forms of human
While the Company is open to hiring women candidates for rights violations have been reported in the current year.
Directors
Report
Code of Conduct
Prevention
for
of Sexual
Board Directors
Harassment
and SMPs
MDA
Whistle Grievence
CG Report
Blower & Vigil Redressal
Mechanism Mechanism
Community Engagement have undertaken activities in the following areas under the
BRSR
Community Engagement Corporate Social Responsibility Schedule VII of the Companies Act:
(CSR) is essential to our organisation as we seek to establish • Livelihood – Eradicating hunger, poverty, and malnutrition,
Five Star’s credentials as a good corporate citizen. We have promoting healthcare including preventive healthcare,
adopted a CSR strategy that enables us to improve the lives of sanitation and making available safe drinking water
the communities we impact. Our social initiatives are centred • Education – Promoting education, including special
around four focus areas—Education, Skill Development, Health education and employment enhancing vocation skills
Five Star
ESG @
and Hygiene and Community Conservation. The CSR Committee especially among children, women, and livelihood
of the Board coordinates and monitors our CSR functions to enhancement projects
ensure the successful implementation of our initiatives and • Health – Providing equal opportunity for all people to access
creating desired positive impact. The committee meets at least good medical and healthcare facilities
once every quarter to discuss progress and the way forward.
The Board receives a quarterly status report on the execution
Financial
of CSR programmes. As part of our annual CSR action plan, we

Report
109
Promoting Education challenged with no place to call home and for children with
• Education and Maintenance of 300 Orphan Polytechnic special needs and the project implemented by our partner
Students staying and studying in the Chennai Gurukula of REHOBOTH
Ramakrishna Mission Student Home for One Year
• Financial Support Maithree Foundation for Education of 100 Promoting Livelihood
children and Skilling of 75 Young Adults with special needs • To Provide Food ( Annadhaanam ) to around 110 orphans who
with Intellectual and Development Disability (PwIDD) for are disabled and elders at The United Educational & Social
One Year Welfare Trust, Coimbatore.
• For setting up a Lab for “Every Child a Scientist” program • Purchase of Double Decker Cots to Orphan Children and
launched by MSSRF with an aim of inculcating scientific Intellectual Disabled which will benefit 100 children for ALL
temper in students of corporation schools THE CHILDREN trust, Chennai.
• For setting up Five Mini Science Centre (STEM Lab) at • Refurbish / Reconstruction of the OldAgeHome of Akshaya
Government Schools by SAMABHAVANA. It is very educative Trust Valasaravakam, Chennai where around 50 Elders have
innovative systemic instrument to revolutionize science and lost their bedding, appliances, supplies etc due to Michaung
Mathematics education that makes learning accessible Cyclone.
• Helping and transform the future of thousands of tribal • Skill Development Centre for persons with disabilities of Sri
rural students thru All India Movement for Seva - Education Arunodayam Charitable Trust in remote villages at PALLIPET
expenses for 36 Girl students of Dayatirtha Chatralayam , TALUK which addresses all the development like mental,
Ambur , Construction of Compound Wall of Boys Chatralayam, Psychological, physical, emotional and social and thereby
Uttar Pradesh and Installation of Solar Power, smart class, indeed becoming productive members of the society at their
tables, chairs etc for the students of Government School, own pace.
Sembankudi & Theni • Construction of Residential Home for orphan children with
• Project undertaken at M.S.Swaminathan Research intellectual disability & Autism of Tamilnadu Hope Public
Foundation towards Fellowship program to create a cadre Charitable Trust. Here students will be given residential care
of young woman and men to work on the proven scientific and skill training for their independent living.
pathways demonstrated by Prof.M.S.Swaminathan, The • “Stand Without Legs” project by Tamilnadu Differently Abled
fellows are expected to foster discussions and collaborations Federation Charitable Trust Bunk Shell shop (Small Petty
that advance the principles of Evergreen revolution and shop) to physically disabled to create livelihood for their
sustainable agriculture, promote food security, and address families to lead a respectful life in the society and also, they
SDG goals in the spirit his vision will be the role model for other differently abled community.
• Setting the foundation for basic education and enhanced • Funded for the Purchase of 1 vessel washer Machine (400
learning, health and livelihoods of Scheduled Irular Tribal VPH) & steam generator (50 kg) to wash the utensils used
families in Parangipettai block of Cuddalore district, to serve food for around 58000 students in Pondicherry by
Tamilnadu Akshaya Patra Foundation.
Promoting Healthcare Ongoing Projects

• Project undertaken at Thirumalai Mission Hospital towards • Ongoing project – Construction of Classrooms in Valluvar
Construction of Hospital Building. This will have adequate Gurukulam in Tamil Nadu for the past 2 years
facilities for accident/trauma care, critical care, surgeries, in- • Ongoing project – Sponsorship to 100 college students in
patient beds and research Team Everest in Tamil Nadu for the past 2 years
• Conduct comprehensive Vision/Eye Screening for the
marginalised communities and School children from Environment
Government Schools to Identify refractive errors and provide A key component of sustainable development is the
spectacles in need. Mobile Eye Health Van (MEHV) to provide environmental wellbeing. While environmental issues were
access to Advanced Eye Health for Underserved communities traditionally thought to be less important than economic
in Chennai and the project implemented by India Vision considerations, recent challenges such as climate change and
Institute water scarcity have been global in nature, not sparing any
• Running Expenses of Swami Vivekananda Medical Mission industry sectors, including financial services.
Hospital Unit Ammini Diagnostic Centre at Shenoy Nagar,
Chennai. We maintain compliance with all applicable environmental
• Rehabilitation on Wheels for the persons with disabilities regulations and aim to ensure that the environmental risks
in the remote villages at PALLIPET TALUK – Physically and are identified and managed judiciously through all stages of
Intellectually challenged children to address and will provide operations.
essential therapy services to these children in their own
village and the project implemented by Sri Arunodayam Energy and Emission Management
Charitable Trust Our direct energy consumption includes the usage of fuel
• Purchase of Rescue Vehicle, School Van & Ambulance to such as diesel in DG set in headquarter (Chennai) and central
help and support them with the tremendous care the trust hub offices in Andhra Pradesh and Karnataka. Indirect energy
provides to nearly 300 destitute women who are mentally consumption includes the electricity purchased from the grid.
110
Chairman's
Message
Effective energy control and usage will not only help us to improve business sustainability and mitigate risks arising
reduce our carbon footprint but also allow us to reduce costs, from the evolving climate situation.
S.No. Source of Energy Unit FY 2023 - 24 FY 2022 - 23
Highlights
Business
1 Diesel (DG sets, Own Vehicles) GJ 15.99 19.03
2 Electricity Purchased from Grid GJ 11,515.19 9,646.75
S.No. GHG Emissions (tCO2e) FY 2023 - 24 FY 2022 - 23
1 Scope 1 1.08 1.2

2 Scope 2 2,578.94 2,170.52
Waste Management Water Management
CSR
We strive to increase operational eco-efficiency in our business Our water consumption is minimal and limited to personnel
by moving towards digital and paper-less transactions. use only (i.e., for use in toilets, pantries etc). We ensure there is
All e-wastes from our operations are duly disposed through no water wastage at our corporate head office and have installed
authorized recyclers in-line with regulatory requirements. Our water efficient fixtures. We are in the process of installing
operations do not otherwise carry any other significant risks or systems to track and report on water usage.
Directors
opportunities in the space of waste management.
Board of
Directors
Report
MDA
CG Report
BRSR
Five Star
ESG @
Financial
Report
111
Annexure F
Statement of disclosure under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014
S.No. Particulars Details
1 The ratio of the remuneration % increase of Ratio of

and percentage increase remuneration remuneration
Name of the Director and
in FY 2024 as to Median
in remuneration of each Designation
compared to FY Remuneration
Director to the median 2023 of Employees
remuneration of the
Executive Director
employees of the Company
Lakshmipathy Deenadayalan, CMD 8.97* 217:1
for the Financial Year
Non-Executive Director
Anand Raghavan, Independent Director 25 2.78:1
Srinivasaraghavan T T, Independent Director 25 2.78:1
Bhama Krishnamurthy, Independent Director 25 2.78:1
Ramkumar Ramamoorthy. Independent Director 25 2.78:1
Vasan Thirulokchand, Non-executive Director 25 2.78:1
2 The percentage increase Name of the Director and % increase of remuneration in FY

in remuneration Chief Designation 2024 as Compared to FY 2023
Financial Officer, Chief
Executive Officer, Company Rangarajan Krishnan, Chief Executive Officer# 8.77%
Secretary or Manager, if any, Srikanth Gopalakrishnan, Chief Financial Officer# 7.82%
in the financial year Shalini Baskaran, Company Secretary# 20.31%
3 The percentage increase in 7.89%

the median remuneration of
employees in the financial
year
4 The number of permanent 9,322

employees on the rolls of the
Company
5 Average percentile increase The average percentile increase in salaries of employees other than the managerial
already made in the salaries personnel for the financial year 2023-24 was 15.74% and increase in managerial
of employees other than the remuneration was 8.97%*.
managerial personnel in
the last financial year and
its comparison with the
percentile increase in the
managerial remuneration
and justification thereof and
point out if there are any
exceptional circumstances
for increase in the
managerial remuneration
6 Affirmation that the The Company affirms that remuneration is as per the Director’s Appointment,
remuneration is as per the Remuneration & Evaluation policy adopted by the Company for Directors, Key
remuneration policy of the Managerial Personnel and other Employees.
company
* The % increase in FY2024 as compared to FY2023 is low on account of the one-time bonus given to employees in FY2023 on
successful completion of IPO
# Increase in remuneration excluding stock options
112
113
Financial Statements

Independent Auditor's Report
To the Members of Five-Star Business Finance Limited Ethics’ issued by the Institute of Chartered Accountants of India
Report on the Audit of the Financial Statements together with the ethical requirements that are relevant to our
audit of the financial statements under the provisions of the
Opinion Act and the Rules thereunder, and we have fulfilled our other
We have audited the accompanying financial statements of Five- ethical responsibilities in accordance with these requirements
Star Business Finance Limited (the “Company”), which comprise and the Code of Ethics. We believe that the audit evidence we
the Balance Sheet as at March 31 2024, the Statement of Profit have obtained is sufficient and appropriate to provide a basis
and Loss, including the Statement of Other Comprehensive for our audit opinion on the financial statements.
Income, the Cash Flow Statement and the Statement of Changes
in Equity for the year then ended, and notes to the financial Key Audit Matters
statements, including a summary of material accounting Key audit matters are those matters that, in our professional
policies and other explanatory information. judgment, were of most significance in our audit of the
financial statements for the financial year ended March 31, 2024.
In our opinion and to the best of our information and according to These matters were addressed in the context of our audit of the
the explanations given to us, the aforesaid financial statements financial statements as a whole, and in forming our opinion
give the information required by the Companies Act, 2013, as thereon, and we do not provide a separate opinion on these
amended (the “Act”) in the manner so required and give a true and matters. For each matter below, our description of how our
fair view in conformity with the accounting principles generally audit addressed the matter is provided in that context.
accepted in India, of the state of affairs of the Company as at
March 31, 2024, its profit including other comprehensive We have determined the matters described below to be the
income, its cash flows and the changes in equity for the year key audit matters to be communicated in our report. We
ended on that date. have fulfilled the responsibilities described in the Auditor’s
responsibilities for the audit of the financial statements
Basis for Opinion section of our report, including in relation to these matters.
We conducted our audit of the financial statements in accordance Accordingly, our audit included the performance of procedures
with the Standards on Auditing (SAs), as specified under section designed to respond to our assessment of the risks of material
143(10) of the Act. Our responsibilities under those Standards misstatement of the financial statements. The results of our
are further described in the ‘Auditor’s Responsibilities for the audit procedures, including the procedures performed to
Audit of the Financial Statements’ section of our report. We are address the matters below, provide the basis for our audit
independent of the Company in accordance with the ‘Code of opinion on the accompanying financial statements
Key audit matters How our audit addressed the key audit matter
(a) Impairment of Loans based on expected credit loss model (Refer Note 6 of the financial statements)
Loans to customers represent a significant portion of the total Our audit procedures included the following:
assets of the Company. The Company has loans aggregating INR • Read and assessed the Company’s accounting policies for
984,365.20 lakhs as at March 31, 2024. impairment of financial assets considering the requirements
of Ind AS 109 and the governance framework approved by
As per the expected credit loss model of the Company developed the Board of Directors pursuant to Reserve Bank of India
in accordance with the principles set out in Ind-AS 109 on guidelines.
Financial Instruments, the Company is required to estimate the • Evaluated the management estimates by understanding
probability of loss / expected loss based on past experience and the process of ECL estimation and related assumptions and
future considerations, grouping of the loan portfolios under tested the design and operating effectiveness of controls
homogeneous pools in order to determine the probability of around data extraction, validation and computation.
defaults on a collective basis. This involves a significant degree • Assessed the criteria for staging of loans based on their past
of estimation and judgement, including determination of due status as per the requirements of Ind AS 109. Tested a
staging of financial assets; estimation of probability of defaults, sample of performing loans to assess whether any SICR or
loss given defaults, exposure at defaults; and forward-looking loss indicators were present requiring them to be classified
factors, micro and macro-economic factors, in estimating the under higher stages.
expected credit losses. • Involved internal experts for testing of the ECL model and
Additionally, regulatory changes on asset classification due computation, including factors that affect the PD, LGD and
to changes pursuant to RBI Circular dated November 12, 2021 EAD considering various forward looking, micro and macro-
read with RBI Circular February 15, 2022, have been collectively economic factors.
considered by the management in the classification / staging • Tested assumptions used by the management in determining
of financial assets including additional provision as part of its the overlay for macro-economic and other factors.
Expected Credit Loss provision on loans. • Tested the arithmetical accuracy of computation of ECL
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Chairman's
Message
Key audit matters How our audit addressed the key audit matter
The Company has also recorded a management overlay as provision performed by the Company in spreadsheets.
part of its ECL, to reflect among other things an increased risk • Assessed disclosures included in the financial statements in
of deterioration in relevant macro-economic factors. Such respect of expected credit losses.
Highlights
Business
overlays are based on various uncertain variables which could
result in actual credit loss being different than that being
estimated.
In view of the high degree of management’s judgement

involved in estimation of ECL and the overall significance of
the impairment loss allowance to the financial statements, it is
considered as a key audit matter.
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We have determined that there are no other key audit matters to effectively for ensuring the accuracy and completeness
communicate in our report. of the accounting records, relevant to the preparation and
presentation of the financial statements that give a true and fair
Other Information view and are free from material misstatement, whether due to
Directors
The Company’s Board of Directors is responsible for the other fraud or error.
Board of
information. The other information comprises the information
included in the Chairman’s Message, Director’s Report In preparing the financial statements, management is
including annexures, Management and Discussion Analysis, responsible for assessing the Company’s ability to continue as
Business Responsibility and Sustainability Report, Corporate a going concern, disclosing, as applicable, matters related to
Governance Report, but does not include the financial going concern and using the going concern basis of accounting
statements and our auditor’s report thereon. unless management either intends to liquidate the Company or
Directors
to cease operations, or has no realistic alternative but to do so.
Report
Our opinion on the financial statements does not cover the
other information and we do not express any form of assurance Those Charged with Governance are also responsible for
conclusion thereon. overseeing the Company’s financial reporting process.
In connection with our audit of the financial statements, our Auditor's Responsibilities for the Audit of the Financial
responsibility is to read the other information and, in doing Statements
so, consider whether such other information is materially Our objectives are to obtain reasonable assurance about
MDA
inconsistent with the financial statements or our knowledge whether the financial statements as a whole are free from
obtained in the audit or otherwise appears to be materially material misstatement, whether due to fraud or error, and to
misstated. If, based on the work we have performed, we conclude issue an auditor’s report that includes our opinion. Reasonable
that there is a material misstatement of this other information, assurance is a high level of assurance, but is not a guarantee that
we are required to report that fact. We have nothing to report in an audit conducted in accordance with SAs will always detect a
CG Report
this regard. material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually
Responsibilities of Management and those charged with or in the aggregate, they could reasonably be expected to
governance for the Financial Statements influence the economic decisions of users taken on the basis of
The Company’s Board of Directors is responsible for the matters these financial statements.
stated in section 134(5) of the Act with respect to the preparation
of these financial statements that give a true and fair view of As part of an audit in accordance with SAs, we exercise
the financial position, financial performance including other professional judgment and maintain professional skepticism
BRSR
comprehensive income, cash flows and changes in equity of throughout the audit. We also:
the Company in accordance with the accounting principles • Identify and assess the risks of material misstatement of the
generally accepted in India, including the Indian Accounting financial statements, whether due to fraud or error, design
Standards (Ind AS) specified under section 133 of the Act read and perform audit procedures responsive to those risks,
with the Companies (Indian Accounting Standards) Rules, 2015, and obtain audit evidence that is sufficient and appropriate
as amended. This responsibility also includes maintenance of to provide a basis for our opinion. The risk of not detecting
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adequate accounting records in accordance with the provisions a material misstatement resulting from fraud is higher than
of the Act for safeguarding of the assets of the Company and for one resulting from error, as fraud may involve collusion,
for preventing and detecting frauds and other irregularities; forgery, intentional omissions, misrepresentations, or the
selection and application of appropriate accounting policies; override of internal control.
making judgments and estimates that are reasonable and • Obtain an understanding of internal control relevant to the
prudent; and the design, implementation and maintenance audit in order to design audit procedures that are appropriate
Financial
of adequate internal financial controls, that were operating in the circumstances. Under section 143(3)(i) of the Act, we
Report
115
are also responsible for expressing our opinion on whether were necessary for the purposes of our audit;
the Company has adequate internal financial controls with (b) In our opinion, proper books of account as required by law
reference to financial statements in place and the operating have been kept by the Company so far as it appears from
effectiveness of such controls. our examination of those books;
• Evaluate the appropriateness of accounting policies used (c) The Balance Sheet, the Statement of Profit and Loss
and the reasonableness of accounting estimates and related including the Statement of Other Comprehensive Income,
disclosures made by management. the Cash Flow Statement and Statement of Changes in
• Conclude on the appropriateness of management’s use of the Equity dealt with by this Report are in agreement with the
going concern basis of accounting and, based on the audit books of account;
evidence obtained, whether a material uncertainty exists (d) In our opinion, the aforesaid financial statements comply
related to events or conditions that may cast significant doubt with the Accounting Standards specified under Section
on the Company’s ability to continue as a going concern. If we 133 of the Act, read with Companies (Indian Accounting
conclude that a material uncertainty exists, we are required Standards) Rules, 2015, as amended;
to draw attention in our auditor’s report to the related (e) On the basis of the written representations received from
disclosures in the financial statements or, if such disclosures the directors as on March 31, 2024 taken on record by the
are inadequate, to modify our opinion. Our conclusions are Board of Directors, none of the directors is disqualified
based on the audit evidence obtained up to the date of our as on March 31, 2024 from being appointed as a director in
auditor’s report. However, future events or conditions may terms of Section 164 (2) of the Act;
cause the Company to cease to continue as a going concern. (f) With respect to the adequacy of the internal financial
• Evaluate the overall presentation, structure and content controls with reference to these financial statements and
of the financial statements, including the disclosures, and the operating effectiveness of such controls, refer to our
whether the financial statements represent the underlying separate Report in “Annexure 2” to this report;
transactions and events in a manner that achieves fair (g) In our opinion, the managerial remuneration for the
presentation. year ended March 31, 2024 has been paid / provided by the
Company to its directors in accordance with the provisions
We communicate with those charged with governance of section 197 read with Schedule V to the Act;
regarding, among other matters, the planned scope and (h) The modification relating to the maintenance of accounts
timing of the audit and significant audit findings, including and other matters connected therewith are as stated in
any significant deficiencies in internal control that we identify paragraph (b) above on reporting under Section 143(3)(b)
during our audit. and paragraph (i)(vi) below on reporting under Rule 11(g);
(i) With respect to the other matters to be included in
We also provide those charged with governance with a statement the Auditor’s Report in accordance with Rule 11 of the
that we have complied with relevant ethical requirements Companies (Audit and Auditors) Rules, 2014, as amended
regarding independence, and to communicate with them in our opinion and to the best of our information and
all relationships and other matters that may reasonably be according to the explanations given to us:
thought to bear on our independence, and where applicable, i) The Company has disclosed the impact of pending
related safeguards. litigations on its financial position in its financial
statements – Refer Note 35 to the financial statements;
From the matters communicated with those charged with ii) The Company has made provision, as required
governance, we determine those matters that were of most under the applicable law or accounting standards,
significance in the audit of the financial statements for the for material foreseeable losses, if any, on long-term
financial year ended March 31, 2024 and are therefore the key contracts including derivative contracts – Refer Note
audit matters. We describe these matters in our auditor’s 6, Note 14 and Note 19 to the financial statements;
report unless law or regulation precludes public disclosure iii) There has been no delay in transferring amounts,
about the matter or when, in extremely rare circumstances, we required to be transferred, to the Investor Education
determine that a matter should not be communicated in our and Protection Fund by the Company;
report because the adverse consequences of doing so would iv) a) The management has represented that, to the best
reasonably be expected to outweigh the public interest benefits of its knowledge and belief, other than as disclosed
of such communication. in the note 49 to the financial statements, no funds
have been advanced or loaned or invested (either
Report on Other Legal and Regulatory Requirements from borrowed funds or share premium or any other
1. As required by the Companies (Auditor’s Report) Order, 2020 sources or kind of funds) by the Company to or in any
(the “Order”), issued by the Central Government of India in other person(s) or entity(ies), including foreign entities
terms of sub-section (11) of section 143 of the Act, we give in the (“Intermediaries”), with the understanding, whether
“Annexure 1” a statement on the matters specified in paragraphs recorded in writing or otherwise, that the Intermediary
3 and 4 of the Order. shall, whether, directly or indirectly lend or invest in
2. As required by Section 143(3) of the Act, we report that: other persons or entities identified in any manner
(a) We have sought and obtained all the information and whatsoever by or on behalf of the Company (“Ultimate
explanations which to the best of our knowledge and belief Beneficiaries”) or provide any guarantee, security or
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Chairman's
Message
the like on behalf of the Ultimate Beneficiaries; vi) Based on our examination which included test checks
b) The management has represented that, to the best and as explained in note 50 to the financial statements,
of its knowledge and belief, other than as disclosed in the Company has used accounting software for
the note 49 to the financial statements, no funds have maintaining its books of account which has a feature
Highlights
been received by the Company from any person(s) of recording audit trail (edit log) facility and the same
Business
or entity(ies), including foreign entities (“Funding has operated throughout the year for all relevant
Parties”), with the understanding, whether recorded in transactions recorded in the software; and during the
writing or otherwise, that the Company shall, whether, course of our audit, we have not noted any instances of
directly or indirectly, lend or invest in other persons or the audit trail feature being tampered at the application
entities identified in any manner whatsoever by or on level. However, in the absence of Service Organization
behalf of the Funding Party (“Ultimate Beneficiaries”) Controls (SOC) report covering the audit trail feature at
or provide any guarantee, security or the like on behalf a database level, we are unable to comment on whether
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of the Ultimate Beneficiaries; and audit trail feature of the said software was enabled and
c) Based on such audit procedures performed that operated throughout the year or whether there were
have been considered reasonable and appropriate in any instances of the audit trail feature being tampered
the circumstances, nothing has come to our notice with at a database level. Further, customer loan
that has caused us to believe that the representations maintenance software, does not have an audit trail
under sub-clause (a) and (b) contain any material feature, and accordingly, we are unable to comment
Directors
Board of
misstatement. whether audit trail feature was tampered with, in this
v) No dividend has been declared or paid during the year regard.
by the Company;
Directors
Report
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For S.R. Batliboi & Associates LLP

Chartered Accountants
ICAI Firm Registration Number - 101049W/E300004
Five Star
per Bharath N S
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Partner
Membership Number: 210934
UDIN: 24210934BKFUMJ8486
Place of Signature: Chennai

Financial
Date: April 30, 2024

Report
117
Annexure ‘1’ referred to in paragraph under the heading “Report on other legal and regulatory requirements” of our report of even date
Re: Five-Star Business Finance Limited (the “Company”)
In terms of the information and explanations sought by us and Having regard to the voluminous nature of loan transactions,
given by the Company and the books of account and records it is not practicable to furnish entity-wise details of amounts,
examined by us in the normal course of audit and to the best of due date for repayment or receipt and the extent of delay (as
our knowledge and belief, we state that: suggested in the Guidance Note on CARO 2020, issued by the
(i)(a)(A) The Company has maintained proper records showing Institute of Chartered Accountants of India for reporting under
full particulars, including quantitative details and situation of this clause), in respect of loans and advances which were not
Property, Plant and Equipment. repaid / paid when they were due or were repaid / paid with a
(i)(a)(B) The Company has maintained proper records showing delay, in the normal course of lending business.
full particulars of intangibles assets.
(i) (b) All Property, Plant and Equipment were physically Further, except in respect of 56,861 loans with aggregate
verified by the management in accordance with a planned exposure of principal and interest of Rs. 118,825 lakhs where
programme of verifying them once in three years which is there are delays or defaults in repayment of principal and /
reasonable having regard to the size of the Company and the or interest as at the balance sheet date, in respect of which
nature of its assets. the Company has disclosed staging in note 49 to the financial
(i) (c) The title deeds of all the immovable properties (other statements in accordance with Indian Accounting Standards
than properties where the Company is the lessee and the lease (Ind AS) and the guidelines issued by the Reserve Bank of India,
agreements are duly executed in favour of the lessee) disclosed the parties are repaying the principal amounts, as stipulated,
in note 10 to the financial statements included in property, plant and are also regular in payment of interest, as applicable.
and equipment are held in the name of the Company. (iii)(d) In respect of loans and advances in the nature of
(i)(d) The Company has not revalued its Property, Plant and loans, the total amount outstanding of loans classified as credit
Equipment (including Right of use assets) or intangible assets impaired (“Stage 3”) is Rs. 13,284 lakhs in respect of 6,400 loans
during the year ended March 31, 2024. as at March 31, 2024, as disclosed in note 49 to the financial
(i)(e) There are no proceedings initiated or are pending statements. In such instances, in our opinion, reasonable steps
against the Company for holding any benami property under have been taken by the Company for recovery of the overdue
the Prohibition of Benami Property Transactions Act, 1988 and amount of principal and interest.
rules made thereunder. (iii)(e) The company’s principle business is to give loans and
is a registered NBFC, accordingly, reporting under clause (iii)(e)
(ii)(a) The Company’s business does not require maintenance is not applicable.
of inventories and, accordingly, the requirement to report on (iii)(f) The Company has not granted any loans or advances
clause 3(ii)(a) of the Order is not applicable to the Company. in the nature of loans, either repayable on demand or without
(ii)(b) As disclosed in note 17 to the financial statements, the specifying any terms or period of repayment to companies,
Company has been sanctioned working capital limits in excess firms, Limited Liability Partnerships or any other parties.
of rupees five Crores in aggregate from banks during the year Accordingly, the requirement to report on clause 3(iii)(f) of the
on the basis of security of current assets of the Company. Based Order is not applicable to the Company.
on the records examined by us in the normal course of audit of
the financial statements, the quarterly returns/statements filed (iv) In our opinion and according to the information and
by the Company with such banks are in agreement with the explanations given to us, the Company has complied with
unaudited books of accounts of the Company. The Company do the provisions of Section 185 and sub-section (1) of Section
not have sanctioned working capital limits in excess of rupees 186 of the Act in respect of the loans and investments made
five Crores in aggregate from financial institutions during the and guarantees and security provided by it. The provisions of
year on the basis of security of current assets of the Company. sub-sections (2) to (11) of Section 186 are not applicable to the
Company as it is a non-banking financial company registered
(iii) (a) The company’s principle business is to give loans and with the RBI engaged in the business of giving loans.
is a registered NBFC, accordingly, reporting under clause (iii)(a)
is not applicable. (v) The Company has neither accepted any deposits
(iii)(b) During the year the investments made, guarantees from the public nor accepted any amounts which are deemed
provided, security given and the terms and conditions of to be deposits within the meaning of sections 73 to 76 of the
the grant of all loans and advances in the nature of loans, Companies Act and the rules made thereunder, to the extent
investments and guarantees to companies, firms, Limited applicable. Accordingly, the requirement to report on clause 3(v)
Liability Partnerships or any other parties are not prejudicial to of the Order is not applicable to the Company.
the Company's interest.
(iii)(c) In respect of loans and advances in the nature of loans, (vi) The Company is not in the business of sale of any
granted by the Company as part of its business of providing goods or provision of such services as prescribed. Accordingly,
loans to customers, the schedule of repayment of principal the requirement to report on clause 3(vi) of the Order is not
and payment of interest has been stipulated by the Company. applicable to the Company.
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Chairman's
Message
(vii) (a) Undisputed statutory dues including goods and undisputed amounts payable in respect of these statutory dues
services tax, provident fund, employees’ state insurance, were outstanding, at the year end, for a period of more than six
income-tax, sales-tax, service tax, duty of custom, duty of excise, months from the date they became payable.
value added tax, cess and other statutory dues have generally (vii) (b) The following dues of goods and services tax, provident
Highlights
been regularly deposited with the appropriate authorities fund, employees’ state insurance, income-tax, sales-tax, service
Business
though there has been a slight delay in a few instances in case of tax, duty of custom, duty of excise, value added tax, cess, and
provident fund. According to the information and explanations other statutory dues have not been deposited on account of any
given to us and based on audit procedures performed by us, no dispute:
Name of the Nature of the Amount (In Period to which the Forum where the dispute is
statute dues `lakhs) amount relates pending
Commissioner of
Income-Tax Act, 1961 Income-tax 33.68 AY 2018-19
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Income-tax (Appeals)
(viii) The Company has not surrendered or disclosed any (xi)(c) As represented to us by the management, there are no
transaction, previously unrecorded in the books of account, in whistle blower complaints received by the Company during the
the tax assessments under the Income Tax Act, 1961 as income year.
during the year. Accordingly, the requirement to report on
Directors
Board of
clause 3(viii) of the Order is not applicable to the Company. (xii) The Company is not a nidhi Company as per the
provisions of the Companies Act, 2013. Therefore, the
(ix)(a) The Company has not defaulted in repayment of loans requirement to report on clause 3(xii)(a), (b) and (c) of the Order
or other borrowings or in the payment of interest thereon to is not applicable to the Company.
any lender.
(ix)(b) The Company has not been declared wilful defaulter (xiii) Transactions with the related parties are in
by any bank or financial institution or government or any compliance with sections 177 and 188 of Companies Act, 2013
Directors
Report
government authority where applicable and the details have been disclosed in the
(ix)(c) Monies raised during the year by the Company by notes to the financial statements, as required by the applicable
way of term loans has been applied for the purpose for which accounting standards.
they were raised other than temporary deployment pending (xiv)(a) The Company has an internal audit system
application of proceeds commensurate with the size and nature of its business.
(ix)(d) On an overall examination of the financial statements (xiv)(b) The internal audit reports of the Company issued till
of the Company, no funds raised on short-term basis have been the date of the audit report, for the period under audit have
MDA
used for long-term purposes by the Company. been considered by us.
(ix)(e) The Company does not have any subsidiary, associate
or joint venture. Accordingly, the requirement to report on (xv) The Company has not entered into any non-cash
clause 3(ix)(e) of the Order is not applicable to the Company. transactions with its directors or persons connected with its
(ix)(f) The Company does not have any subsidiary, associate directors and hence requirement to report on clause 3(xv) of the
or joint venture. Accordingly, the requirement to report on Order is not applicable to the Company.
CG Report
Clause 3(ix)(f) of the Order is not applicable to the Company.
(xvi)(a) The Company has registered as required, under
(x)(a) During the year, the Company made an initial public section 45-IA of the Reserve Bank of India Act, 1934 (2 of 1934)
offer of equity shares to the public through an offer for sale by (xvi)(b) The Company has not conducted any Non-Banking
existing shareholders which has not resulted in cash inflows Financial or Housing Finance activities without obtaining a
into the Company. Accordingly, the requirement to report on valid Certificate of Registration (CoR) from the Reserve Bank of
clause 3(x)(a) of the Order is not applicable to the Company. India as per the Reserve Bank of India Act, 1934.
(x)(b) The Company has not made any preferential allotment (xvi)(c) The Company is not a Core Investment Company as
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or private placement of shares /fully or partially or optionally defined in the regulations made by Reserve Bank of India.
convertible debentures during the year under audit and hence, Accordingly, the requirement to report on clause 3(xvi) of the
the requirement to report on clause 3(x)(b) of the Order is not Order is not applicable to the Company.
applicable to the Company. (xvi)(d) There are no other Companies part of the Group,
hence, the requirement to report on clause 3(xvi) of the Order is
(xi)(a) No fraud by the Company or no material fraud on the not applicable to the Company.
Five Star
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Company has been noticed or reported during the year.

(xi)(b) During the year, no report under sub-section (12) (xvii) The Company has not incurred cash losses in the
of section 143 of the Companies Act, 2013 has been filed by current or immediately preceding financial year.
secretarial auditor or by us in Form ADT – 4 as prescribed under
Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the (xviii) There has been no resignation of the statutory
Central Government. auditors during the year and accordingly requirement to report
Financial
on Clause 3(xviii) of the Order is not applicable to the Company.

Report
119
(xix) On the basis of the financial ratios disclosed in note (xx)(a) In respect of other than ongoing projects, there are
50 to the financial statements, ageing and expected dates of no unspent amounts that are required to be transferred to a
realization of financial assets and payment of financial liabilities, fund specified in Schedule VII of the Companies Act (the Act),
other information accompanying the financial statements, our in compliance with second proviso to sub section 5 of section
knowledge of the Board of Directors and management plans 135 of the Act. This matter has been disclosed in note 31.2 to the
and based on our examination of the evidence supporting the financial statements.
assumptions, nothing has come to our attention, which causes (xx)(b) All amounts that are unspent under section (5) of
us to believe that any material uncertainty exists as on the date section 135 of Companies Act, pursuant to any ongoing project,
of the audit report that Company is not capable of meeting its has been transferred to special account in compliance of with
liabilities existing at the date of balance sheet as and when they provisions of sub section (6) of section 135 of the said Act.
fall due within a period of one year from the balance sheet date. This matter has been disclosed in note 31.2 to the financial
We, however, state that this is not an assurance as to the future statements.
viability of the Company. We further state 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.
For S.R. Batliboi & Associates LLP

Chartered Accountants
ICAI Firm Registration Number - 101049W/E300004
per Bharath N S
Partner
Place of Signature: Chennai

120
Chairman's
Message
ANNEXURE 2 TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS OF FIVE-STAR BUSINESS
FINANCE LIMTED
Report on the Internal Financial Controls 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 Meaning of Internal Financial Controls with Reference to these
Highlights
Business
financial statements of Five-Star Business Finance Limited (the Financial Statements
“Company”) as of March 31, 2024 in conjunction with our audit of A company's internal financial controls with reference to
the financial statements of the Company for the year ended on financial statements is a process designed to provide reasonable
that date. assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes
Management’s Responsibility for Internal Financial Controls in accordance with generally accepted accounting principles. A
The Company’s Management is responsible for establishing and company's internal financial controls with reference to financial
maintaining internal financial controls based on the internal statements includes those policies and procedures that (1)
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control over financial reporting criteria established by the pertain to the maintenance of records that, in reasonable detail,
Company considering the essential components of internal accurately and fairly reflect the transactions and dispositions of
control stated in the Guidance Note on Audit of Internal Financial the assets of the company; (2) provide reasonable assurance that
Controls Over Financial Reporting issued by the Institute of transactions are recorded as necessary to permit preparation
Chartered Accountants of India (“ICAI”). These responsibilities of financial statements in accordance with generally accepted
include the design, implementation and maintenance of accounting principles, and that receipts and expenditures of the
Directors
Board of
adequate internal financial controls that were operating company are being made only in accordance with authorisations
effectively for ensuring the orderly and efficient conduct of its of management and directors of the company; and (3) provide
business, including adherence to the Company’s policies, the reasonable assurance regarding prevention or timely detection
safeguarding of its assets, the prevention and detection of frauds of unauthorised acquisition, use, or disposition of the company's
and errors, the accuracy and completeness of the accounting assets that could have a material effect on the financial
records, and the timely preparation of reliable financial statements.
Directors
information, as required under the Companies Act, 2013.
Report
Inherent Limitations of Internal Financial Controls With
Auditor’s Responsibility Reference to Financial Statements
Our responsibility is to express an opinion on the Company's Because of the inherent limitations of internal financial controls
internal financial controls with reference to these financial with reference to financial statements, including the possibility
statements based on our audit. We conducted our audit in of collusion or improper management override of controls,
accordance with the Guidance Note on Audit of Internal Financial material misstatements due to error or fraud may occur and not
Controls Over Financial Reporting (the “Guidance Note”) and be detected. Also, projections of any evaluation of the internal
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the Standards on Auditing, as specified under section 143(10) of financial controls with reference to financial statements to
the Act, to the extent applicable to an audit of internal financial future periods are subject to the risk that the internal financial
controls, both issued by ICAI. Those Standards and the Guidance control with reference to financial statements may become
Note require that we comply with ethical requirements and plan inadequate because of changes in conditions, or that the degree
and perform the audit to obtain reasonable assurance about of compliance with the policies or procedures may deteriorate.
whether adequate internal financial controls with reference to
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these financial statements was established and maintained and Opinion
if such controls operated effectively in all material respects. In our opinion, the Company has, in all material respects,
adequate internal financial controls with reference to financial
Our audit involves performing procedures to obtain audit statements and such internal financial controls with reference
evidence about the adequacy of the internal financial controls to financial statements were operating effectively as at
with reference to these financial statements and their operating March 31, 2023, based on the internal control over financial
effectiveness. Our audit of internal financial controls with reporting criteria established by the Company considering the BRSR
reference to financial statements included obtaining an essential components of internal control stated in the Guidance
understanding of internal financial controls with reference to Note issued by the ICAI.
these financial statements, assessing the risk that a material For S.R. Batliboi & Associates LLP
weakness exists, and testing and evaluating the design and Chartered Accountants
operating effectiveness of internal control based on the assessed ICAI Firm Registration Number - 101049W/E300004
risk. The procedures selected depend on the auditor’s judgement,
Five Star
including the assessment of the risks of material misstatement

ESG @
per Bharath N S
of the financial statements, whether due to fraud or error.
Partner
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 with reference to these
financial statements. Place of Signature: Chennai
Financial
Report
121
Balance Sheet as at March 31, 2024
(All amounts are in Indian Rupees in lakhs, unless otherwise astated)
As at As at
Particulars Note
March 31, 2024 March 31, 2023
Assets
Financial Assets
Cash and cash equivalents 4 153,439.93 134,035.80
Bank balances other than cash and cash equivalents 5 13,727.54 24,050.41
Loans 6 968,507.25 682,219.59
Investments 7 10,768.73 14,461.42
Derivative financial instruments 14 434.46 346.09
Other financial assets 8 5,680.88 3,193.36
Total Financial Assets 1,152,558.79 858,306.67
Non-financial Assets
Current tax asset (Net) 9 251.82 193.57
Deferred tax asset (Net) 33 7,273.29 5,332.60
Investment property 10 3.56 3.56
Property, plant and equipment 12 2,053.86 1,543.01
Right of use asset 37 3,407.75 2,846.18
Other intangible assets 13 968.54 97.71
Other non-financial assets 11 2,360.31 1,959.49
Total Non Financial Assets 16,319.13 11,976.12
Total Assets 1,168,877.92 870,282.79
Liabilities and Equity

Financial Liabilities
Derivative financial instruments 14 60.87 -
Payables
Trade payables 15
Total outstanding dues of micro and small enterprises - -
Total outstanding dues of creditors other than micro and small enterprises 2,537.43 2,009.01
Debt securities 16 29,535.38 52,483.00
Borrowings (other than debt securities) 17 602,049.13 372,244.91
Other financial liabilities 18 9,970.89 6,070.01
Total Financial Liabilities 644,153.70 432,806.93
Non-financial Liabilities
Current tax liabilities (Net) 9A 1,748.86 539.85
Provisions 19 2,091.79 1,158.17
Other non-financial liabilities 20 1,268.10 1,824.37
Total Non- Financial Liabilities 5,108.75 3,522.39
Total Liabilities 649,262.45 436,329.32
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Chairman's
Message
Balance Sheet as at March 31, 2024
Highlights
As at As at
Business
Particulars Note
March 31, 2024 March 31, 2023
Equity
Equity share capital 21 2,924.49 2,913.66
Other equity 22 516,690.98 431,039.81
Total Equity 519,615.47 433,953.47
Total Liabilities and Equity 1,168,877.92 870,282.79
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The accompanying notes are integral part of the financial statements 2 and 3
As per our report of even date
Directors
Board of
for S.R.Batliboi & Associates LLP For and on behalf of the Board of Directors of
Chartered Accountants Five-Star Business Finance Limited
ICAI Firm Registration number: 101049W/E300004 CIN : L65991TN1984PLC010844
per Bharath N S D Lakshmipathy R Anand

Membership No: Chairman & Managing Director Independent Director
Directors
210934 DIN : 01723269 DIN : 00243485
Report
G Srikanth K Rangarajan B Shalini
Place: Chennai Chief Financial Officer Chief Executive Officer Company Secretary
Date: April 30, 2024 ACS: A51334
Place: Chennai
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123
Statement of Profit and Loss for the Year ended
March 31, 2024
For the year ended For the year ended

Particulars Note
March 31, 2024 March 31, 2023
Revenue from operations

Interest income 23 2,11,658.46 149,878.37
Fee income 24 2,191.84 1,375.89
Net gain on fair value changes 25 4,434.43 830.59
Total revenue from operations(I) 218,284.73 152,084.85
Other income (II) 26 1,225.35 807.90

Total Income (III) = (I) + (II) 219,510.08 152,892.75
Expenses
Finance Costs 27 46,849.57 26,625.10
Impairment on financial instruments 28 5,536.42 2,014.70
Employee benefits expense 29 42,858.94 34,642.66
Depreciation and amortization expense 30 2,457.12 1,731.24
Other expenses 31 10,214.45 7,405.56
Total Expenses (IV) 107,916.50 72,419.26
Profit before tax (V) = (III) - (IV) 111,593.58 80,473.49
Tax expense (VI)

Current Tax 32 29,883.16 20,715.40
Deferred tax (net) 32 (1,881.21) (591.52)
Total tax expenses (VI) 28,001.95 20,123.88
Profit for the year (A) = (V) - (VI) 83,591.63 60,349.61
Other comprehensive income

Items that will not be reclassified to profit or loss
Remeasurements gain/loss of the defined benefit plan 40 (71.13) (144.06)
Income tax relating to items that will not be reclassified to profit or loss 32.1 17.90 36.26
Net other comprehensive deficit not to be reclassified (53.23) (107.80)
subsequently to profit or loss
Items that will be reclassified subsequently to profit or loss
Net movement on effective portion of cashflow hedge 47 (165.20) (151.28)
Income tax relating to items that will be reclassified to profit or loss 32.1 41.58 38.07
Net other comprehensive deficit to be reclassified (123.62) (113.21)
subsequently to profit or loss
Other comprehensive deficit net of income tax for the year (B) (176.85) (221.01)
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Chairman's
Message
Statement of Profit and Loss for the Year ended
March 31, 2024
Highlights
Business

Particulars Note
March 31, 2024 March 31, 2023
Total comprehensive income net of tax for the year (A) + (B) 83,414.78 60,128.60
Earnings per equity share (face value INR 1/- each)
- Basic (in rupees) 28.64 20.71
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- Diluted (in rupees) 38 28.39 20.49
The accompanying notes are integral part of the financial statements 2 and 3
Directors
Board of
Directors
Report
210934 DIN : 01723269 DIN : 00243485

Place: Chennai
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125
Statement of Cash Flow for the Year ended
March 31, 2024

Particulars
March 31, 2024 March 31, 2023
Cashflow from Operating Activities

Profit Before Tax 111,593.58 80,473.49
Adjustments for:
Interest income on loans (206,861.17) (146,303.00)
Interest income on deposit with banks/ others (4,797.29) (3,575.37)
Finance costs 46,849.57 26,625.10
Impairment on financial instruments 5,536.42 2,014.70
Depreciation and amortisation expense 2,457.12 1,731.24
Loss on sale/ retirement of property, plant and equipment (net) 2.15 2.83
Net gain on fair value changes on mutual fund investments (4,434.43) (830.59)
Gain recognised on derecognition of leases (5.58) (39.16)
Employee stock option expenses 1,554.33 2,764.19
Operating cashflow before working capital changes (48,105.30) (37,136.57)
Changes in Working Capital
Adjustments for (increase) / decrease in operating assets
Loans (285,617.12) (177,196.71)
Other financial assets (2,521.57) (1,452.18)
Other non-financial assets (856.18) (656.69)
Adjustments for increase / (decrease) in operating liabilities
Trade payables 528.42 708.70
Provision 862.49 114.08
Other financial liabilities 3,287.00 1,150.45
Other non financial liabilities (556.27) 822.13
Net cash used in operations (332,978.53) (213,646.79)
Finance cost paid (51,177.38) (27,991.40)
Interest income received 200,654.21 149,506.49
Direct taxes paid (net) (28,732.39) (20,149.07)
Net Cash Used in Operating Activities (A) (212,234.09) (112,280.77)
Cashflow from Investing Activities

Purchase of property plant and equipment (2,239.11) (1,213.40)
Proceeds from sale of property plant and equipment 7.65 1.78
Redemption of mutual funds (net) 4,434.43 830.59
Redemption of investments (net) 3,810.00 10,100.99
Interest income on deposit from banks/ others 4,770.21 3,314.01
Deposits placed with banks (net) 10,232.64 3,144.40
Net Cashflow from Investing Activities (B) 21,015.82 16,178.37
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Chairman's
Message
Statement of Cash Flow for the Year ended
March 31, 2024
Highlights
Business

Particulars
March 31, 2024 March 31, 2023
Cashflow from Financing Activities

Proceeds from issue of equity shares 10.83 0.23
Proceeds from securities premium 682.06 25.35
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Proceeds from borrowings during the year 392,911.82 310,356.20
Repayments of borrowings during the year (181,920.11) (140,781.36)
Payment towards leases (excluding interest) (1,062.20) (778.50)
Net Cashflow from Financing Activities (C) 210,622.40 168,821.92
Net increase in Cash and Cash Equivalents (A) + (B) + (C) 19,404.13 72,719.52
Directors
Board of
Cash and Cash Equivalents at the beginning of the Year 134,035.80 61,316.28
Cash and Cash Equivalents at the end of the year 153,439.93 134,035.80
Components of Cash and Cash Equivalents

Notes
1. Cash and cash equivalents
Directors
Report
Cash on hand 993.93 585.33
Balances with banks
(i) In current accounts 15,158.76 13,875.11
(ii) In other deposit accounts (original maturity less than 3 months) 137,287.24 119.575.36
Total 153,439.93 134,035.80
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210934 DIN : 01723269 DIN : 00243485

Date: April 30, 2024 ACS: A51334 BRSR
Place: Chennai
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127
Statement of Changes in Equity for the Year ended
March 31, 2024
Number of For the year ended Number of For the year ended
Particulars
Shares March 31, 2024 Shares March 31, 2023
A. Equity share capital

Opening balance of equity shares of INR 1 each 291,366,120 2,913.66 291,343,120 2,913.43
Changes in equity share capital during the year
Add: Issue, subscribed and fully paid during the year
1. Issue of equity shares under employee stock option1,083,100 10.83 23,000 0.23
Closing balance 292,449,220 2,924.49 291,366,120 2,913.66
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Reserves and Surplus
Particulars Share option Effective portion Total

Statutory Securities General Retained
Outstanding of Cashflow
Reserve Premium Reserve Earnings
Account Hedges
B. Other Equity
Balance as at April 01, 2023 39,182.52 231,436.81 6,120.40 719.60 153,788.67 (208.19) 431,039.81
Other comprehensive income/ (deficit) for the year - - - - - (123.62) (123.62)
Premium received on shares issued during the year - 682.06 - - - - 682.06
Profit for the year - - - - 83,591.63 - 83,591.63
Transfer to statutory reserve 16,718.33 - - - (16,718.33) - -
Remeasurement of defined benefit plan - - - - (53.23) - (53.23)
Share based payment expense for the year - - 1,554.33 - - - 1,554.33
Transfer to securities premium on exercise of ESOP - 2,040.03 (2,040.03) - - - -
Balance as at March 31, 2024 55,900.85 234,158.90 5,634.70 719.60 220,608.74 (331.81) 516,690.98
Balance as at April 01, 2022 27,112.60 231,361.87 3,405.80 719.60 105,616.78 (94.98) 368,121.67
Other comprehensive income/ (deficit) for the year - - - - - (113.21) (113.21)
Premium received on shares issued during the year - 25.35 - - - - 25.35
Profit for the year - - - - 60,349.61 - 60,349.61
Transfer to statutory reserve 12,069.92 - - - (12,069.92) - -
Remeasurement of defined benefit plan - - - - (107.80) - (107.80)
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Share based payment expense for the year - - 2,764.19 - - - 2,764.19
Transfer to securities premium on exercise of ESOP - 49.59 (49.59) - - - -
Balance as at March 31, 2023 39,182.52 231,436.81 6,120.40 719.60 153,788.67 (208.19) 431,039.81
The accompanying notes are integral part of the financial statements

For S.R.Batliboi & Associates LLP For and on behalf of the Board of Directors of
ICAI Firm registration number: 101049W/ CIN : L65991TN1984PLC010844
E300004

Membership No: Chairman & Managing Director Independent
210934 Director
DIN : 01723269 DIN : 00243485
K Rangarajan
Place: Chennai G Srikanth Chief Executive Officer B Shalini
Date: April 30, 2024 Chief Financial Officer Company Secretary
ACS: A51334
Place: Chennai

Notes forming part of the financial statements for
the Year ended March 31, 2024
1. Corporate Information DOR(NBFC).CC.PD.No.109/22.10.106/2019-20 dated 13 March 2020

Five-Star Business Finance Limited (“the Company”) and RBI/2020-21/15 DOR (NBFC).CC.PD.No.116/22.10.106/2020-21
(CIN:L65991TN1984PLC010844), is a public limited company dated 24 July 2020 (‘RBI Notification for Implementation of Ind
domiciled in India, and incorporated under the provisions AS’) issued by RBI.
of Companies Act applicable in India. The registered office of
the company is located at New No 27, Old No 4, Taylor's Road, The financial statements are presented in Indian Rupee
Kilpauk, Chennai 600010. The Company’s shares are listed in (INR) which is also the functional currency of the Company.
stock exchanges in India. The financial statements have been prepared on a historical
cost basis, except for certain financial instruments that are
The Company is a systemically important non-deposit taking measured at fair value. The financial statements are prepared
Non-Banking Finance Company (NBFC). The Company has on a going concern basis, as the Management is satisfied that
received the Certificate of Registration dated June 9, 2016 in the Company shall be able to continue its business for the
lieu of Certificate of Registration dated December 3, 2002 from foreseeable future and no material uncertainty exists that
the Reserve Bank of India (“RBI”) to carry on the business of may cast significant doubt on the going concern assumption.
Non Banking Financial Institution without accepting public In making this assessment, the Management has considered
deposits (“NBFC-ND”). The Company is primarily engaged in a wide range of information relating to present and future
providing loans for business purposes, house renovation / conditions, including future projections of profitability, cash
extension purposes and other mortgage purposes. flows and capital resources.
2. Statement of Compliance and Basis of preparation The Balance Sheet, the Statement of Profit and Loss and
2.1. Statement of Compliance Statement of Changes in Equity are presented in the format
These financial statements have been prepared in accordance prescribed under Division III of Schedule III as amended from
with Indian Accounting Standards (Ind AS) as per the time to time, for Non Banking Financial Companies ('NBFC')
Companies (Indian Accounting Standards) Rules, 2015 notified that are required to comply with Ind AS. The statement of cash
under Section 133 of Companies Act, 2013, (the 'Act') as amended flows has been presented as per the requirements of Ind AS 7
from time to time and other relevant provisions of the Act. Statement of Cash Flows.
Any directions issued by the RBI or other regulators are
implemented as and when they become applicable. The Company presents its balance sheet in order of liquidity.
An analysis regarding recovery or settlement within 12 months
Accounting policies have been consistently applied except after the reporting date (current) and more than 12 months after
where a newly issued accounting standard is initially adopted the reporting date (non–current) is presented separately.
or a revision to the existing accounting standard requires a
change in the accounting policy hitherto in use. Financial assets and financial liabilities are generally reported
gross in the balance sheet. They are only offset and reported
These financial statements were authorised for issue by the net when, in addition to having an unconditional legally
Company's Board of Directors on April 30, 2024. enforceable right to offset the recognised amounts without
being contingent on a future event, the parties also intend to
Details of the Company's accounting policies are disclosed in settle on a net basis in all of the following circumstances:-
note 3. • The normal course of business
• The event of default
2.2. Presentation of financial statements • The event of insolvency or bankruptcy of the company and
The financial statements have been prepared in accordance with / or its counterparties.
Indian Accounting Standards (Ind AS) as per the Companies Derivative assets and liabilities with master netting
(Indian Accounting Standards) Rules, 2015 as amended from arrangements (e.g. ISDAs) are only presented net when they
time to time and notified under section 133 of the Companies satisfy the eligibility of netting for all of the above criteria and
Act, 2013 (the Act) along with other relevant provisions of the not just in the event of default.
Act, theMaster Direction – Reserve Bank of India (Non-Banking
Financial Company – Scale Based Regulation) Directions, 2.3. Functional and presentation currency
2023 issued vide notification no. RBI/DoR/2023-24/106 DoR. These financial statements are presented in Indian Rupees
FIN.REC.No.45/03.10.119/2023-24 dated October 19, 2023 (‘the (INR), which is also the Company's functional currency. All
NBFC Master Directions’) and notification for Implementation amounts have been rounded-off to the nearest lakhs (upto two
of Indian Accounting Standard vide circular RBI/2019-20/170 decimals), unless otherwise indicated.
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Chairman's
Message
2.4. Basis of measurement techniques that include the use of valuation models. The inputs
The financial statements have been prepared on a historical to these models are taken from observable markets where
cost basis, except for fair value through other comprehensive possible, but where this is not feasible, estimation is required
income (FVOCI) instruments, fair value through Profit and Loss in establishing fair values.
Highlights
(FVTPL) instruments, derivative financial instruments and
Business
certain other financial assets and financial liabilities measured iii) Effective Interest Rate ("EIR") method
at fair value (refer accounting policy regarding financial The Company’s EIR methodology, as explained in Note 3.1(A),
instruments) recognises interest income / expense using a rate of return that
represents the best estimate of a constant rate of return over the
2.5. Use of estimates and judgements expected behavioural life of loans given / taken and recognises
The preparation of the financial statements in conformity with the effect of potentially different interest rates at various stages
Ind AS requires management to make estimates, judgments and and other characteristics of the product life cycle (including
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assumptions. These estimates, judgments and assumptions prepayments and delayed interest and charges).
affect the application of accounting policies and the reported
amounts of assets and liabilities, the disclosures of contingent This estimation, by nature, requires an element of judgement
assets and liabilities at the date of the financial statements and regarding the expected behaviour and life-cycle of the
reported amounts of revenues and expenses during the period. instruments, as well as expected changes to interest rates
Accounting estimates could change from period to period. and other fee income/ expense that are integral parts of the
Directors
Board of
Actual results could differ from those estimates. Estimates and instrument.
underlying assumptions are reviewed on an ongoing basis. iv) Impairment of financial asset
Appropriate changes in estimates are made as management The measurement of impairment losses across all categories
becomes aware of changes in circumstances surrounding the of financial assets requires judgement, in particular, the
estimates. Changes in estimates are reflected in the financial estimation of the amount and timing of future cash flows and
statements in the period in which changes are made and, if collateral values when determining impairment losses and
material, their effects are disclosed in the notes to the financial the assessment of a significant increase in credit risk. These
Directors
Report
statements. estimates are driven by a number of factors, changes in which
can result in different levels of allowances.
i) Business model assessment
Classification and measurement of financial assets depends The Company’s expected credit loss ("ECL") calculations are
on the results of business model and the solely payments of outputs of complex models with a number of underlying
principal and interest ("SPPI") test. The Company determines assumptions regarding the choice of variable inputs and
the business model at a level that reflects how groups of their interdependencies. Elements of the ECL models that are
MDA
financial assets are managed together to achieve a particular considered accounting judgements and estimates include :
business objective. This assessment includes judgement a) The Company’s criteria for assessing if there has been a
reflecting all relevant evidence including how the performance significant increase in credit risk and so allowances for financial
of the assets is evaluated and their performance measured, the assets should be measured on a life time expected credit loss
risks that affect the performance of the assets and how these are ("LTECL") basis.
managed and how the managers of the assets are compensated. b) Development of ECL models, including the various formulae
CG Report
The Company monitors financial assets measured at amortised and the choice of inputs.
cost or fair value through other comprehensive income (FVOCI) c) Determination of associations between macroeconomic
that are derecognised prior to their maturity to understand the scenarios and economic inputs, such as gross domestic
reason for their disposal and whether the reasons are consistent products, lending interest rates and collateral values, and
with the objective of the business for which the asset was held. the effect on probability of default ("PD"), exposure at default
Monitoring is part of the Company’s continuous assessment of ("EAD") and loss given default ("LGD").
whether the business model for which the remaining financial d) Selection of forward-looking macroeconomic scenarios and
assets are held continues to be appropriate and if it is not their probability weightings, to derive the economic inputs into
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appropriate whether there has been a change in business model ECL models.
and so a prospective change to the classification of those assets.
v) Provisions and other contingent liabilities
ii) Fair value of financial instruments The Company operates in a regulatory and legal environment
The fair value of financial instruments is the price that would that, by nature, has a heightened element of litigation risk
be received to sell an asset or paid to transfer a liability in an inherent to its operations. As a result, it is involved in various
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orderly transaction in the principal (or most advantageous) litigation, arbitration and regulatory investigations and
market at the measurement date under current market proceedings in the ordinary course of the Company's business.
conditions (i.e. an exit price) regardless of whether that price
is directly observable or estimated using another valuation When the Company can reliably measure the outflow of
technique. When the fair values of financial assets and financial economic benefits in relation to a specific case and considers
liabilities recorded in the balance sheet cannot be derived from such outflows to be probable, the Company records a provision
Financial
active markets, they are determined using a variety of valuation against the case. Where the outflow is considered to be probable,
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131
but a reliable estimate cannot be made, a contingent liability is viii) Leases
disclosed. The estimates and judgements related to leases include:
a) The determination of lease term for some lease contracts in
Given the subjectivity and uncertainty of determining the which the Company is a lessee, including whether the Company
probability and amount of losses, the Company takes into is reasonably certain to exercise lessee options.
account a number of factors including legal advice, the stage b) The determination of the incremental borrowing rate used to
of the matter and historical evidence from similar incidents. measure lease liabilities.
Significant judgement is required to conclude on these
estimates. ix) Other assumptions and estimation uncertainties
Information about critical judgements in applying accounting
These estimates and judgements are based on historical policies, as well as estimates and assumptions that have the
experience and other factors, including expectations of future most significant effect to the carrying amounts of assets and
events that may have a financial impact on the Company and liabilities within the next financial year are included in the
that are believed to be reasonable under the circumstances. following notes:
Management believes that the estimates used in preparation of i). Estimated useful life of property, plant and equipment and
the financial statements are prudent and reasonable. intangible assets;
ii). Recognition of deferred taxes.
vi) Share-based payments iii). Upfront recognition of Excess Interest Spread (EIS) in
The Company initially measures the cost of cash-settled relation to securitisation transactions
transactions with employees using a binomial model to
determine the fair value of the liability incurred. Estimating 3. Summary of Material Accounting Policies
fair value for share based payment transactions requires 3.1 Revenue Recognition from contracts with customers
determination of the most appropriate valuation model, which The Company recognises revenue from contracts with
is dependent on the terms and conditions of the grant. This customers (other than financial assets to which Ind AS 109
estimate also requires determination of the most appropriate ‘Financial instruments’ is applicable) based on a comprehensive
inputs to the valuation model including the expected life of assessment model as set out in Ind AS 115 ‘Revenue from
the share option, volatility and dividend yield and making contracts with customers’. The Company identifies contract(s)
assumptions about them. with a customer and its performance obligations under the
contract, determines the transaction price and its allocation
For the measurement of the fair value of equity-settled to the performance obligations in the contract and recognises
transactions with employees at the grant date, the Group uses revenue only on satisfactory completion of performance
Monte-Carlo simulation model for Employee Share Option Plan obligations. Revenue is measured at transaction price i.e.
.The assumptions and models used for estimating fair value for the amount of consideration to which the Company expects
share-based payment transactions are disclosed in Note 41. to be entitled in exchange for transferring promised goods
or services to the customer, excluding amounts collected on
vii) Defined benefit plans (gratuity benefits) behalf of third parties. The Company consider the terms of the
The cost of the defined benefit gratuity plan and other post- contract and its customary business practices to determine the
employment medical benefits and the present value of the transaction price. The Company applies the five-step approach
gratuity obligation are determined using actuarial valuations. for the recognition of revenue :
An actuarial valuation involves making various assumptions
that may differ from actual developments in the future. These Step 1: Identify contract(s) with a customer: A contract is defined
include the determination of the discount rate; future salary as an agreement between two or more parties that creates
increases and mortality rates. Due to the complexities involved enforceable rights and obligations and sets out criteria for
in the valuation and its long-term nature, a defined benefit every contract that must be met.
obligation is highly sensitive to changes in these assumptions. Step 2: Identify performance obligations in the contract:
All assumptions are reviewed at each reporting date. A performance obligation is a promise in a contract with a
customer to transfer a good or service to the customer.
The parameter most subject to change is the discount rate. In Step 3: Determine the transaction price: The transaction price
determining the appropriate discount rate for plans operated is the amount of consideration to which the group expects to
in India, the management considers the interest rates of be entitled in exchange for transferring promised goods or
government bonds where remaining maturity of such bond services to a customer, excluding amounts collected on behalf
correspond to expected term of defined benefit obligation. of third parties.
The mortality rate is based on publicly available mortality tables Step 4: Allocate the transaction price to the performance
for the specific countries. Those mortality tables tend to change obligations in the contract: For a contract that has more than
only at interval in response to demographic changes. Future one performance obligation, the group allocates the transaction
salary increases and gratuity increases are based on expected price to each performance obligation in an amount that depicts
future inflation rates for the respective countries. the amount of consideration to which the group expects
to be entitled in exchange for satisfying each performance
Further details about gratuity obligations are given in Note 40. obligation.
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Step 5: Recognise revenue when (or as) the group satisfies a is no uncertainty in the ultimate realisation / collection.
performance obligation. 3.2. Financial instrument - initial recognition
A. Date of recognition
A. Effective Interest Rate ('EIR') Method Debt securities issued and borrowings (other than debt
Highlights
Under Ind AS 109, interest income is recorded using the effective securities) are initially recognised when the funds reach the
Business
interest rate method for all financial instruments measured Company. Loans are recognised when funds are transferred to
at amortised cost. The EIR is the rate that exactly discounts the customers account. All other financial assets and financial
estimated future cash receipts through the expected life of the liabilities are initially recognised when the Company becomes
financial instrument or, when appropriate, a shorter period, to a party to the contractual provisions of the instrument.
the net carrying amount of the financial asset.
B. Initial measurement of financial instruments
The EIR (and therefore, the amortised cost of the asset) is The classification of financial instruments at initial recognition
CSR
calculated by taking into account any fees and costs that are depends on their contractual terms and the business model for
an integral part of the EIR. The Company recognises interest managing the instruments. Financial instruments are initially
income using a rate of return that represents the best estimate measured at their fair value, except in the case of financial assets
of a constant rate of return over the expected life of the financial and financial liabilities recorded at fair value through profit and
instrument. loss (FVTPL), transaction costs are added to, or subtracted from
this amount.
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If expectations regarding the cash flows on the financial asset
are revised for reasons other than credit risk, the adjustment C. Measurement categories of financial assets and liabilities
is booked as a positive or negative adjustment to the carrying The Company classifies all of its financial assets based on
amount of the asset in the balance sheet with an increase or the business model for managing the assets and the asset’s
reduction in interest income. The adjustment is subsequently contractual terms, measured at either:
amortised through Interest income in the statement of profit i). Amortised cost
and loss. ii). FVOCI
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iii). FVTPL
The Company calculates interest income by applying EIR to the
gross carrying amount of financial assets. D. Net gain on fair value changes:
The Company designates certain financial assets for subsequent
When a financial asset becomes credit impaired and is, measurement at fair value through profit or loss (FVTPL) or
therefore, regarded as 'stage 3', the Company continues to fair value through other comprehensive income (FVOCI). The
calculate interest income on the net amortized cost of the Company recognises gains on fair value change of financial
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financial asset. assets measured at FVTPL and realised gains on derecognition
B. Dividend income of financial asset measured at FVTPL and FVOCI on net basis in
Dividend income is recognised when the Company’s right to profit or loss
receive the payment is established and it is probable that the
economic benefits associated with the dividend will flow to 3.3. Financial assets and liabilities
the Company and the amount of the dividend can be measured A. Financial assets
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reliably. This is generally when the shareholders approve the Business model assessment
dividend. The Company determines its business model at the level that
best reflects how it manages groups of financial assets to
C. Other interest income achieve its business objective.
Other interest income is recognised on a time proportionate
basis. The Company's business model is not assessed on an
instrument-by-instrument basis, but at a higher level of
D. Fee income aggregated portfolios and is based on observable factors such
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Fees income such as legal inspection charges, cheque bounce as:
charges are recognised on an accrual basis in accordance with a) How the performance of the business model and the financial
term of contract with the customer. Cheque Bounce charges are assets held within that business model are evaluated and
recognised as income upon certainty of receipt. reported to the Company's key management personnel.
b) The risks that affect the performance of the business model
E. Others (and the financial assets held within that business model) and,
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Penal charges and other operating income are recognized as in particular, the way those risks are managed.
income upon certainty of receipt. c) How managers of the business are compensated (for example,
The Company recognises income on recoveries of financial whether the compensation is based on the fair value of the
assets written off on realisation or when the right to receive the assets managed or on the contractual cash flows collected).
same without any uncertainties of recovery is established d) The expected frequency, value and timing of sales are also
All other income is recognized on an accrual basis, when there important aspects of the Company’s assessment.
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133
The business model assessment is based on reasonably B. Financial liabilities
expected scenarios without taking 'worst case' or 'stress case’ i) Initial recognition and measurement
scenarios into account. If cash flows after initial recognition are All financial liabilities are initially recognized at fair value.
realised in a way that is different from the Company's original Transaction costs that are directly attributable to the acquisition
expectations, the Company does not change the classification or issue of financial liability, which are not at fair value through
of the remaining financial assets held in that business model, profit or loss, are adjusted to the fair value on initial recognition.
but incorporates such information when assessing newly
originated or newly purchased financial assets going forward. ii) Subsequent measurement
Financial liabilities are carried at amortized cost using the
SPPI test effective interest method.
As a second step of its classification process, the Company
assesses the contractual terms of financial assets to identify iii) Debt Securities and other borrowed funds
whether they meet SPPI test. After initial measurement, debt issued and other borrowed
funds are subsequently measured at amortised cost. Amortised
'Principal’ for the purpose of this test is defined as the fair value cost is calculated by taking into account any discount or
of the financial asset at initial recognition and may change over premium on issue funds, and costs that are an integral part of
the life of financial asset (for example, if there are repayments the instrument.
of principal or amortisation of the premium/ discount).
The Company issues certain non-convertible debentures, the
The most significant elements of interest within a lending return of which is linked to performance of specified indices
arrangement are typically the consideration for the time value market indicators over the period of the debenture. Such
of money and credit risk. To make the SPPI assessment, the debentures have a component of an embedded derivative which
Company applies judgement and considers relevant factors is fair valued at a reporting date. The resultant ‘net unrealised
such as the period for which the interest rate is set. loss or gain’ on the fair valuation of these embedded derivatives
is recognised in the statement of profit and loss. The debt
In contrast, contractual terms that introduce a more than the component of such debentures is measured at amortised cost
minimum exposure to risks or volatility in the contractual cash using yield to maturity basis.
flows that are unrelated to a basic lending arrangement do not
give rise to contractual cash flows that are solely payments iv) Embedded derivatives
of principal and interest on the amount outstanding. In such An embedded derivative is a component of a hybrid instrument
cases, the financial asset is required to be measured at FVTPL. that also includes a non-derivative host contract with the effect
Accordingly, financial assets are measured as follows based on that some of the cash flows of the combined instrument vary in a
the existing business model: way similar to a standalone derivative. An embedded derivative
causes some or all of the cash flows that otherwise would be
(i) Financial assets carried at amortised cost (AC) required by the contract to be modified according to a specified
A financial asset is measured at amortised cost if it is held within interest rate, financial instrument price, commodity price,
a business model whose objective is to hold the asset in order to foreign exchange rate, index or prices or rates, credit rating or
collect contractual cash flows and the contractual terms of the credit index, or other variable, provided that, in the case of a
financial asset give rise on specified dates to cash flows that non-financial variable, it is not specific to a party to the contract.
are solely payments of principal and interest on the principal A derivative that is attached to a financial instrument, but is
amount outstanding. Bank balances, Loans, Trade receivables contractually transferable independently of that instrument,
and other financial investments that meet the above conditions or has a different counterparty from that instrument, is not an
are measured at amortised cost. embedded derivative, but a separate financial instrument
(ii) Financial assets at fair value through OCI (FVOCI) Derivatives embedded in all other host contracts are accounted
Financial assets are measured at FVOCI when the instrument for as separate derivatives and recorded at fair value if their
is held within a business model, the objective of which is economic characteristics and risks are not closely related
achieved by both collecting contractual cash flows and selling to those of the host contracts and the host contracts are not
financial assets and the contractual terms of the financial asset held for trading or designated at fair value though profit or
meets the SPPI test. loss. These embedded derivatives are measured at fair value
with changes in fair value recognised in profit or loss, unless
(iii) Financial assets at fair value through profit or loss (FVTPL) designated as effective hedging instruments.
A financial asset which is not classified as measured at
amortised cost/ FVOCI are measured at FVTPL. 3.4. Reclassification of financial assets and liabilities
The Company does not reclassify its financial assets
subsequent to their initial recognition. Financial liabilities are
never reclassified. The Company did not reclassify any of its
significant financial assets or liabilities in the year ended March
31, 2024 and March 31, 2023.
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3.5.Derecognition of financial assets and liabilities ii) Financial Liability
A. Derecognition of financial assets due to substantial A financial liability is derecognised when the obligation
modification of terms and conditions under the liability is discharged, cancelled or expires. Where
The Company derecognises a financial asset, such as a loan an existing financial liability is replaced by another from the
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to a customer, when the terms and conditions have been same lender on substantially different terms, or the terms of an
Business
renegotiated to the extent that, substantially, it becomes a new existing liability are substantially modified, such an exchange
loan, with the difference recognised as a derecognition gain or or modification is treated as a derecognition of the original
loss, to the extent that an impairment loss has not already been liability and the recognition of a new liability. The difference
recorded. The newly recognised loans are classified as Stage 1 between the carrying value of the original financial liability and
for ECL measurement purposes unless the new loan is deemed the consideration paid is recognised in the statement of profit
to be Purchased or originated credit impaired (POCI) and loss.
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When assessing whether or not to derecognise a loan to 3.6. Impairment of financial assets
a customer, amongst others, the Company considers the A. Overview of ECL principles
following factors: In accordance with Ind AS 109, the Company uses ECL model,
• Change in currency of the loan for evaluating impairment of financial assets other than those
• Introduction of an equity feature measured at fair value through profit and loss (FVTPL).The
• Change in counterparty ECL allowance is based on the credit losses expected to arise
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• If the modification is such that the instrument would no over the life of the asset (the lifetime expected credit loss or
longer meet the SPPI criterion. LTECL), unless there has been no significant increase in credit
If the modification does not result in cash flows that are risk since origination, in which case, the allowance is based
substantially different, the modification does not result in on the 12 months’ expected credit loss (12mECL). The 12mECL
derecognition. Based on the change in cash flows discounted is the portion of LTECLs that represent the ECLs that result
at the original EIR, the Company records a modification gain or from default events on a financial instrument that are possible
loss, to the extent that an impairment loss has not already been within the 12 months after the reporting date.When estimating
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recorded. LTECLs for undrawn loan commitments, the Company
estimates the expected portion of the loan commitment that
B. Derecognition of financial assets other than due to substantial will be drawn down over its expected life. The ECL is then based
modification on the present value of the expected shortfalls in cash flows if
i) Financial Assets the loan is drawn down.
A financial asset (or, where applicable, a part of a financial asset
or part of a group of similar financial assets) is derecognised Expected credit losses are measured through a loss allowance
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when the contractual rights to the cash flows from the financial at an amount equal to:
asset expires or it transfers the rights to receive the contractual i). The 12-months expected credit losses (expected credit losses
cash flows in a transaction in which substantially all of the risks that result from those default events on the financial instrument
and rewards of ownership of the financial asset are transferred that are possible within 12 months after the reporting date); or
or in which the Company neither transfers nor retains ii). Full lifetime expected credit losses (expected credit losses
substantially all of the risks and rewards of ownership and it that result from all possible default events over the life of the
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does not retain control of the financial asset. financial instrument)
Both LTECLs and 12 months ECLs are calculated on collective
On derecognition of a financial asset in its entirety, the basis.
difference between the carrying amount (measured at the date Based on the above, the Company categorises its loans into
of derecognition) and the consideration received (including Stage 1, Stage 2 and Stage 3, as described below:
any new asset obtained less any new liability assumed) is Stage 1:
recognised in the statement of profit and loss. When loans are first recognised, the Company recognises an
allowance based on 12 months ECL. Stage 1 loans includes those
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When the Company has neither transferred nor retained loans where there is no significant credit risk observed and also
substantially all the risks and rewards and has retained control includes facilities where the credit risk has been improved and
of the asset, the asset continues to be recognised only to the the loan has been reclassified from stage 2 or stage 3.
extent of the Company’s continuing involvement, in which Stage 2:
case, the Company also recognises an associated liability. The When a loan has shown a significant increase in credit risk
transferred asset and the associated liability are measured on a since origination, the Company records an allowance for the
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basis that reflects the rights and obligations that the Company life time ECL. Stage 2 loans also includes facilities where the
has retained. credit risk has improved and the loan has been reclassified
from stage 3.
Continuing involvement that takes the form of a guarantee over Stage 3:
the transferred asset is measured at the lower of the original Loans considered credit impaired are the loans which are past
carrying amount of the asset and the maximum amount of due for more than 90 days. The Company records an allowance
Financial
consideration the Company could be required to pay. for life time ECL.
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135
For financial assets for which the Company has no reasonable Significant increase in credit risk
expectations of recovering either the entire outstanding The Company monitors all financial assets that are subject to
amount, or a proportion thereof, the gross carrying amount the impairment requirements to assess whether there has been
of the financial asset is reduced. This is considered a (partial) a significant increase in credit risk since initial recognition. If
derecognition of the financial asset. there has been a significant increase in credit risk the Company
will measure the loss allowance based on lifetime ECLs rather
B. Calculation of ECLs than 12mECLs.
The mechanics of ECL calculations are outlined below and the
key elements are, as follows: In assessing whether the credit risk on a financial instrument
has increased significantly since initial recognition, the
Probability of Default (PD): Company compares the risk of a default occurring on the
Probability of Default ("PD") is an estimate of the likelihood of financial instrument at the reporting date based on the
default over a given time horizon. A default may only happen remaining maturity of the instrument with the risk of a default
at a certain time over the assessed period, if the facility has not occurring that was anticipated for the remaining maturity at the
been previously derecognised and is still in the portfolio. current reporting date when the financial instrument was first
recognised. In making this assessment, the Company considers
Exposure at Default (EAD): both quantitative and qualitative information that is reasonable
Exposure at Default ("EAD") is an estimate of the exposure at a and supportable, including historical experience and forward-
future default date, taking into account expected changes in looking information that is available without undue cost or
the exposure after the reporting date, including repayments effort, based on the Company’s historical experience and expert
of principal and interest, whether scheduled by contract or credit assessment including forward looking information.
otherwise, expected drawdowns on committed facilities, and Stage 3:
accrued interest from missed payments. For loans considered credit-impaired, the Company recognises
the lifetime expected credit losses for these loans. The method
Loss Given Default (LGD): is similar to that for Stage 2 assets, with the PD set at 100%.
Loss Given Default ("LGD") is an estimate of the loss arising in
the case where a default occurs at a given time. It is based on Credit‑impaired financial assets
the difference between the contractual cash flows due and A financial asset is ‘credit-impaired’ when one or more events
those that the lender would expect to receive, including from that have a detrimental impact on the estimated future cash
the realisation of any collateral. It is usually expressed as a flows of the financial asset have occurred. Credit-impaired
percentage of the EAD. The Company has calculated PD, EAD and financial assets are referred to as Stage 3 assets. Evidence of
LGD to determine impairment loss on the portfolio of loans and credit-impairment includes observable data about the following
discounted at an approximation to the EIR. At every reporting events:
date, the above calculated PDs, EAD and LGDs are reviewed and • significant financial difficulty of the borrower;
changes in the forward looking estimates are analysed. • a breach of contract such as a default or past due event;
• the lender of the borrower, for economic or contractual
Impairment losses and releases are accounted for and disclosed reasons relating to the borrower’s financial difficulty, having
separately from modification losses or gains that are accounted granted to the borrower a concession that the lender would
for as an adjustment of the financial asset’s gross carrying not otherwise consider;
value. • the disappearance of an active market for a security because
The mechanics of the ECL method are summarised below: of financial difficulties; or
Stage 1: • the purchase of a financial asset at a deep discount that
The 12 months ECL is calculated as the portion of LTECLs that reflects the incurred credit losses.
represent the ECLs that result from default events on a financial
instrument that are possible within the 12 months after the It may not be possible to identify a single discrete event—
reporting date. The Company calculates the 12 months ECL instead, the combined effect of several events may have caused
allowance based on the expectation of a default occurring in financial assets to become credit-impaired. The Company
the 12 months following the reporting date. These expected assesses whether debt instruments that are financial assets
12-months default probabilities are applied to a forecast EAD measured at amortised cost are credit-impaired at each
and multiplied by the expected LGD and discounted by an reporting date.
approximation to the original EIR.
Stage 2: A loan is considered credit-impaired when a concession
When a loan has shown a significant increase in credit risk since is granted to the borrower due to a deterioration in the
origination, the Company records an allowance for the LTECLs. borrower’s financial condition, unless there is evidence that as
The mechanics are similar to those explained above, but PDs a result of granting the concession the risk of not receiving the
and LGDs are estimated over the lifetime of the instrument. The contractual cash flows has reduced significantly and there are
expected cash shortfalls are discounted by an approximation to no other indicators of impairment. For financial assets where
the original EIR. concessions are contemplated but not granted the asset is
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Chairman's
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deemed credit impaired when there is observable evidence of observable and the significance of the inputs to the fair value
credit-impairment including meeting the definition of default. measurement in its entirety, which are described as follows:
The definition of default includes unlikeliness to pay indicators
and a back- stop if amounts are overdue for 90 days or more. The Company uses valuation techniques that are appropriate in
Highlights
the circumstances and for which sufficient data are available to
Business
Loan Commitments measure fair value, maximising the use of relevant observable
When estimating LTECLs for undrawn loan commitments, inputs and minimising the use of unobservable inputs.
the Company estimates the expected portion of the loan Level 1 financial instruments: Those where the inputs used in
commitment that will be drawn down over its expected life. the valuation are unadjusted quoted prices from active markets
The ECL is then based on the present value of the expected for identical assets or liabilities that the Company has access to
shortfalls in cash flows if the loan is drawn down, based on a at the measurement date. The Company considers markets as
probability-weighting of the four scenarios. The expected cash active only if there are sufficient trading activities with regards
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shortfalls are discounted at an approximation to the expected to the volume and liquidity of the identical assets or liabilities
EIR on the loan. and when there are binding and exercisable price quotes
available on the balance sheet date;
C. Forward looking information Level 2 financial instruments: Those where the inputs that
In its ECL models, the Company relies on a broad range of are used for valuation and are significant, are derived from
forward looking macro parameters and estimated the impact directly or indirectly observable market data available over
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on the default at a given point of time. the entire period of the instrument’s life. Such inputs include
The inputs and models used for calculating ECLs may not quoted prices for similar assets or liabilities in active markets,
always capture all characteristics of the market at the date of quoted prices for identical instruments in inactive markets and
the financial statements. To reflect this, qualitative adjustments observable inputs other than quoted prices such as interest
or overlays are occasionally made as temporary adjustments rates and yield curves, implied volatilities, and credit spreads
when such differences are significantly material. In addition, adjustments may be required for the condition or
location of the asset or the extent to which it relates to items
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3.7. Collateral repossessed that are comparable to the valued instrument. However, if
The Company generally does not use the assets repossessed for such adjustments are based on unobservable inputs which
internal operations. The underlying loans in respect of which are significant to the entire measurement, the Company will
collaterals have been repossessed with an intention to realize classify the instruments as Level 3;
by way of sale are considered as Stage 3 assets and the ECL Level 3 financial instruments: Those that include one or more
allowance is determined based on the estimated net realisable unobservable input that is signiﬁcant to the measurement as
value of the repossessed asset. Any surplus funds are returned whole.
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to the borrower and accordingly collateral repossessed are not
recorded on the balance sheet and not treated as assets held for For assets and liabilities that are recognised in the financial
sale. statements on a recurring basis, the Company determines
whether transfers have occurred between levels in the
3.8. Write-offs hierarchy by re-assessing categorisation (based on the lowest
Financial assets are written off when there is a significant level input that is significant to the fair value measurement
CG Report
doubt on recoverability in the medium term. If the amount to as a whole) at the end of each reporting period. The Company
be written off is greater than the accumulated loss allowance, evaluates the levelling in the hierarchy at each reporting
the difference is first treated as an addition to the allowance period on an instrument-by-instrument basis and reclassifies
that is then applied against the gross carrying amount. Any instruments when necessary based on the facts at the end of
subsequent recoveries are credited to the statement of profit the reporting period.
and loss.
3.10. Foreign currency transactions
3.9. Determination of fair value Transactions in foreign currencies are translated into the
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Fair value is the price that would be received to sell an asset functional currency of the Company, at the exchange rates at
or paid to transfer a liability in an orderly transaction between the dates of the transactions or an average rate if the average
market participants at the measurement date, regardless of rate approximates the actual rate at the date of the transaction.
whether that price is directly observable or estimated using
another valuation technique. In estimating the fair value of Monetary assets and liabilities denominated in foreign currencies
an asset or a liability, the Company has taken into account the are translated into the functional currency at the exchange rate
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characteristics of the asset or liability if market participants at the reporting date. Non-monetary assets and liabilities that
would take those characteristics into account when pricing the are measured at fair value in a foreign currency are translated
asset or liability at the measurement date. into the functional currency at the exchange rate when the fair
value was determined. Non-monetary assets and liabilities that
In addition, for financial reporting purposes, fair value are measured based on historical cost in a foreign currency are
measurements are categorised into Level 1, 2, or 3 based on the translated at the exchange rate at the date of the transaction.
Financial
degree to which the inputs to the fair value measurements are Exchange differences are recognized in profit or loss.
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137
3.11. Investment Property any directly attributable cost of bringing the item to its
Investment property represents property held to earn rentals working condition for its intended use and estimated costs of
or for capital appreciation or both. Subsequent to initial dismantling and removing the item and restoring the site on
recognition, investment properties are stated at cost less which it is located.
accumulated depreciation and accumulated impairment loss,
if any If significant parts of an item of property, plant and equipment
have different useful lives, then they are accounted for as
Though the Company measures investment property using separate items (major components) of property, plant and
cost based measurement, the fair value of investment property equipment.
is disclosed in the notes. Fair values are determined based on
an annual evaluation performed by an external independent Any gain or loss on disposal of an item of property, plant and
valuer applying valuation models. equipment is recognised in profit or loss.
Investment properties are derecognised either when they have ii. Transition to Ind AS
been disposed of or when they are permanently withdrawn On transition to Ind AS, the Company has elected to continue
from use and no future economic benefit is expected from their with the carrying value of all of its property, plant and
disposal. The difference between the net disposal proceeds and equipment recognised as at April 1, 2017, measured as per the
the carrying amount of the asset is recognised in the statement previous GAAP, and use that carrying value as the deemed cost
of profit and loss in the period of derecognition. of such property, plant and equipment.
iii. Subsequent expenditure
On transition to Ind AS (i.e. 1 April 2017), the Company has elected Subsequent expenditure is capitalised only if it is probable that
to continue with the carrying value of Investment property the future economic benefits associated with the expenditure
measured as per the previous GAAP and use that carrying value will flow to the Company.
as the deemed cost of Investment property. iv. Depreciation
Depreciation is calculated on cost of items of property, plant
3.12.1. Property, plant and equipment and equipment less their estimated residual values over their
i. Recognition and measurement estimated useful lives using the written down value method,
Items of property, plant and equipment are measured at cost, and is generally recognised in the statement of profit and loss.
which includes capitalised borrowing costs, less accumulated
depreciation and accumulated impairment losses, if any. The Company follows estimated useful lives which are given
under Part C of the Schedule II of the Companies Act, 2013. The
Cost of an item of property, plant and equipment comprises its estimated useful lives of items of property, plant and equipment
purchase price, including import duties and non-refundable are as follows:
purchase taxes, after deducting trade discounts and rebates,
Asset Category Estimated Useful Life
Vehicles 8 years
Furniture and fittings 10 years
Office equipment 5 years
Computers and accessories 3 years
Servers 6 years
Leasehold improvements are depreciated over the remaining 3.13. Intangible assets
period of lease or estimated useful life of the assets, whichever i. Recognition & Measurement
is lower. Depreciation on additions (disposals) is provided on a Intangible assets including those acquired by the Company
pro-rata basis i.e. from (upto) the date on which asset is ready are initially measured at cost. Such intangible assets are
for use (disposed of). subsequently measured at cost less accumulated amortisation
and any accumulated impairment losses.
Property plant and equipment is derecognised on disposal or
when no future economic benefits are expected from its use. On transition to Ind AS (i.e. 1 April 2017), the Company has elected
Any gain or loss arising on derecognition of the asset (calculated to continue with the carrying value of all Intangible assets
as the difference between the net disposal proceeds and the measured as per the previous GAAP and use that carrying value
carrying amount of the asset) is recognised in other income / as the deemed cost of Intangible assets.
expense in the statement of profit and loss in the year the asset
is derecognised. The date of disposal of an item of property, ii. Subsequent expenditure
plant and equipment is the date the recipient obtains control of Subsequent expenditure is capitalised only when it increases
that item in accordance with the requirements for determining the future economic benefits embodied in the specific asset to
when a performance obligation is satisfied in Ind AS 115. which it relates. All other expenditure, including expenditure
on internally generated goodwill and brands, is recognised in
profit or loss as incurred.
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iii. Amortisation depreciation and amortisation in Statement of Profit and Loss.
Amortisation is calculated to write off the cost of intangible Amortisation method, useful lives and residual values are
assets less their estimated residual values over their estimated reviewed at the end of each financial year and adjusted if
useful lives using the straight line method, and is included in appropriate on prospective basis.
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Business
Asset Category Estimated Useful Life
Computer softwares 5 years
3.14. Impairment of non-financial assets The Company has no obligation, other than the contribution
The Company determines periodically whether there is any payable to the provident fund.
indication of impairment of the carrying amount of its non-
financial assets. The recoverable amount (higher of net selling Employees’ State Insurance: The Company contributes to
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price and value in use) is determined for an individual asset, Employees State Insurance Scheme and recognizes such
unless the asset does not generate cash inflows that are largely contribution as an expense in the Statement of Profit and Loss
independent of those from other assets or group of assets. in the period when services are rendered by the employees.
The recoverable amounts of such asset are estimated, if any
indication exists and impairment loss is recognized wherever Defined benefit plans
the carrying amount of the asset exceeds its recoverable Gratuity
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amount. Where it is not possible to estimate the recoverable "A defined benefit plan is a post-employment benefit plan other
amount of an individual asset, the Company estimates the than a defined contribution plan. The Company's net obligation
recoverable amount of the cash-generating unit to which the in respect of defined benefit plans is calculated separately
asset belongs. for each plan by estimating the amount of future benefit that
In assessing value in use, the estimated future cash flows are employees have earned in the current and prior periods.
discounted to their present value using a pre-tax discount rate
that reflects current market assessments of the time value of The calculation of defined benefit obligation is performed
Directors
Report
money and the risks specific to the asset. In determining fair annually by a qualified actuary using the projected unit credit
value less costs of disposal, recent market transactions are method. When the calculation results in a potential asset for the
taken in to account. If no such transactions can be identified, Company, the recognised asset is limited to the present value of
an appropriate valuation model is used. These calculations economic benefits available in the form of any future refunds
are corroborated by valuation multiples, quoted share prices from the plan or reductions in future contributions to the plan
for publicly traded companies or other available fair value (‘the asset ceiling’),if any. In order to calculate the present value
indicators. of economic benefits, consideration is given to any minimum
MDA
funding requirements.
Impairment losses of continuing operations, are recognised in
the statement of profit and loss. Remeasurements of the net defined benefit liability, which
For assets excluding goodwill, an assessment is made at each comprise actuarial gains and losses and the effect of the
reporting date to determine whether there is an indication asset ceiling (if any, excluding interest), are recognised in OCI.
that previously recognised impairment losses no longer The Company determines the net interest expense (income)
CG Report
exist or have decreased. If such indication exists, the Group on the net defined benefit liability (asset) for the period by
Company estimates the asset’s or CGU’s recoverable amount. A applying the discount rate used to measure the defined benefit
previously recognised impairment loss is reversed only if there obligation at the beginning of the annual period to the then-net
has been a change in the assumptions used to determine the defined benefit liability (asset), taking into account any changes
asset’s recoverable amount since the last impairment loss was in the net defined benefit liability (asset) during the period as
recognised. The reversal is limited so that the carrying amount a result of contributions and benefit payments. Net interest
of the asset does not exceed its recoverable amount, nor exceed expense and other expenses related to defined benefit plans are
the carrying amount that would have been determined, net of recognised in profit or loss.
BRSR
depreciation, had no impairment loss been recognised for the
asset in prior years. Such reversal is recognised in the statement When the benefits of a plan are changed or when a plan is
of profit or loss unless the asset is carried at a revalued amount, curtailed, the resulting change in benefit that relates to past
in which case, the reversal is treated as a revaluation increase. service (‘past service cost’ or ‘past service gain’) or the gain or
loss on curtailment is recognised immediately in profit or loss
3.15. Employee benefits on the earlier of:
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ESG @
i. Post-employment benefits • The date of the plan amendment or curtailment, and

Defined contribution plan • The date that the Company recognises related
The Company's contribution to provident fund is considered restructuring costs
as defined contribution plan and is charged as an expense as The Company recognises gains and losses on the settlement of
they fall due based on the amount of contribution required to a defined benefit plan when the settlement occurs.
be made and when the services are rendered by the employees.
Financial
Report
139
ii. Other long-term employee benefits outflow of resources embodying economic benefits will be
Compensated absences required to settle the obligation; or the amount of the obligation
The employees can carry forward a portion of the unutilised cannot be measured with sufficient reliability are disclosed as
accrued compensated absences and utilise it in future service contingent liability and not provided for.
periods or receive cash compensation on termination of
employment. Since the compensated absences do not fall due Contingent asset
wholly within twelve months after the end of such period, A contingent asset is a possible asset that arises from past events
the benefit is classified as a long-term employee benefit. The and whose existence will be confirmed only by the occurrence
Company records an obligation for such compensated absences or non- occurrence of one or more uncertain future events not
in the period in which the employee renders the services that wholly within the control of the Company. Contingent assets are
increase this entitlement. The obligation is measured on the neither recognised not disclosed in the financial statements.
basis of independent actuarial valuation using the projected
unit credit method. 3.17. Leases
iii. Short-term employee benefits All leases are accounted for by recognising a right-of-use asset
The undiscounted amount of short-term employee benefits and a lease liability except for:
expected to be paid in exchange for the services rendered by - Leases of low value assets; and
employees are recognized during the year when the employees - Leases with a duration of 12 months or less.
render the service. These benefits include performance
incentive and compensated absences which are expected to At the commencement date of the lease, the Company
occur within twelve months after the end of the year in which recognises lease liabilities measured at the present value
the employee renders the related service. The cost of such of lease payments to be made over the lease term.The lease
compensated absences is accounted as under: payments include fixed payments (including in-substance fixed
(a) in case of accumulated compensated absences, when payments) less any lease incentives receivable and amounts
employees render the services that increase their entitlement expected to be paid under residual value guarantees.
of future compensated absences; and
(b) in case of non-accumulating compensated absences, when In calculating the present value of lease payments, the
the absences occur. Company uses the incremental borrowing rate at the lease
commencement date if the interest rate implicit in the lease is
iv. Stock based compensation not readily determinable. After the commencement date, the
The grant date fair value of equity settled share based payment amount of lease liabilities is increased to reflect the accretion of
awards granted to employees is recognised as an employee interest and reduced for the lease payments made. In addition,
expense, with a corresponding increase in equity, over the the carrying amount of lease liabilities is remeasured if there
period that the employees unconditionally become entitled to is a modification, a change in the lease term, a change in the in-
the awards. The amount recognised as expense is based on the substance fixed lease payments or a change in the assessment
estimate of the number of awards for which the related service to purchase the underlying asset.
and non-market vesting conditions are expected to be met,
such that the amount ultimately recognised as an expense is The Company recognises right-of-use assets at the
based on the number of awards that do meet the related service commencement date of the lease (i.e.the date the underlying
and non-market vesting conditions at the vesting date. asset is available for use). Right-of-use assets are measured
at cost, less any accumulated depreciation and impairment
3.16. Provisions, contingent liabilities and contingent assets losses, and adjusted for any remeasurement of lease liabilities.
Provisions The cost of right-of-use assets includes the amount of lease
Provisions are recognised when the Company has a present liabilities recognised, initial direct costs incurred, and lease
obligation (legal or constructive) as a result of past events, and payments made at or before the commencement date less any
it is probable that an outflow of resources embodying economic lease incentives received. Unless the Company is reasonably
benefits will be required to settle the obligation, and a reliable certain to obtain ownership of the leased asset at the end of the
estimate can be made of the amount of the obligation. When lease term, the recognised right-of-use assets are depreciated
the effect of the time value of money is material, the Company on a straight-line basis over the shorter of its estimated useful
determines the level of provision by discounting the expected life and the lease term.
cash flows at a pre-tax rate reflecting the current rates specific to
the liability. The expense relating to any provision is presented The Company determines the lease term as the initial period
in the statement of profit and loss net of any reimbursement. agreed in the lease agreement , together with both periods
covered by an option to extend the lease if the Company is
Contingent liability reasonably certain to exercise that option; and periods covered
A possible obligation that arises from past events and the by an option to terminate the lease if the Company is reasonably
existence of which will be confirmed only by the occurrence certain not to exercise that option. In assessing whether the
or non-occurrence of one or more uncertain future events not Company is reasonably certain to exercise an option to extend
wholly within the control of the Company or; present obligation a lease, or not to exercise an option to terminate a lease, it
that arises from past events where it is not probable that an considers all relevant facts and circumstances that create an
140
Chairman's
Message
economic incentive for the Company to exercise the option to reporting date, to recover or settle the carrying amount of its
extend the lease, or not to exercise the option to terminate the assets and liabilities.
lease. The Company revises the lease term if there is a change in
the initial period agreed in the lease agreement. Deferred tax assets and liabilities are offset if there is a legally
Highlights
enforceable right to offset current tax liabilities and assets, and
Business
3.18. Taxes they relate to income taxes levied by the same tax authority on
i. Current tax the same taxable entity, or on different tax entities, but they
Current tax comprises the expected tax payable or receivable intend to settle current tax liabilities and assets on a net basis
on the taxable income or loss for the year and any adjustment or their tax assets and liabilities will be realised simultaneously.
to the tax payable or receivable in respect of previous years.
The amount of current tax reflects the best estimate of the tax Indirect taxes
amount expected to be paid or received after considering the Goods and services tax /value added taxes paid on acquisition of
CSR
uncertainty, if any, related to income taxes. It is measured using assets or on incurring expenses
tax rates (and tax laws) enacted or substantively enacted by the Expenses and assets are recognised net of the goods and
reporting date. services tax/value added taxes paid, except:
• When the tax incurred on a purchase of assets or services is
Current tax assets and current tax liabilities are offset only not recoverable from the taxation authority, in which case,
if there is a legally enforceable right to set off the recognised the tax paid is recognised as part of the cost of acquisition of
Directors
Board of
amounts, and it is intended to realise the asset and settle the the asset or as part of the expense item, as applicable
liability on a net basis or simultaneously. • When receivables and payables are stated with the amount
of tax included
ii. Deferred tax The net amount of tax recoverable from, or payable to, the
Deferred tax is recognised in respect of temporary differences taxation authority is included as part of receivables or
between the carrying amounts of assets and liabilities for payables in the balance sheet.
financial reporting purposes and the corresponding amounts
Directors
Report
used for taxation purposes. Deferred tax is also recognised in 3.19. Borrowing cost
respect of carried forward tax losses and tax credits. Deferred Borrowing costs are interest and other costs incurred in
tax is not recognised for temporary differences arising on connection with the borrowings of funds. Borrowing costs
the initial recognition of assets or liabilities in a transaction directly attributable to acquisition or construction of an asset
that is not a business combination and that affects neither which necessarily take a substantial period of time to get ready
accounting nor taxable profit or loss at the time of the for their intended use are capitalized as part of the cost of the
transaction; temporary differences related to investments in asset. Other borrowings costs are recognized as an expense
MDA
subsidiaries, associates and joint arrangements to the extent in the statement of profit and loss account on an accrual basis
that the Company is able to control the timing of the reversal using the effective interest method.
of the temporary differences and it is probable that they will
not reverse in the foreseeable future; and taxable temporary 3.20. Cash and cash equivalents
differences arising on the initial recognition of goodwill. Cash and cash equivalents comprises cash on hand and demand
deposits with banks. Cash equivalents are short-term balances
CG Report
Deferred tax assets are recognised to the extent that it is (with an original maturity of three months or less from the
probable that future taxable profits will be available against date of acquisition), highly liquid investments that are readily
which they can be used. The existence of unused tax losses is convertible into known amounts of cash and which are subject
strong evidence that future taxable profit may not be available. to insignificant risk of changes in value.
Therefore, in case of a history of recent losses, the Company
recognises a deferred tax asset only to the extent that it has 3.21. Earnings per share
sufficient taxable temporary differences or there is convincing The Company reports basic and diluted earnings per equity
other evidence that sufficient taxable profit will be available share in accordance with Ind AS 33, Earnings Per Share. Basic
BRSR
against which such deferred tax asset can be realised. Deferred earnings per equity share is computed by dividing net profit /
tax assets – unrecognised or recognised, are reviewed at each loss after tax attributable to the equity share holders for the year
reporting date and are recognised/ reduced to the extent that it by the weighted average number of equity shares outstanding
is probable/ no longer probable respectively that the related tax during the year.
benefit will be realised.
Diluted earnings per equity share is computed and disclosed
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ESG @
Deferred tax is measured at the tax rates that are expected to by dividing the net profit/ loss after tax attributable to the
apply to the period when the asset is realised or the liability equity share holders for the year after giving impact of dilutive
is settled, based on the laws that have been enacted or potential equity shares for the year by the weighted average
substantively enacted by the reporting date. The measurement number of equity shares and dilutive potential equity shares
of deferred tax reflects the tax consequences that would outstanding during the year, except where the results are anti-
follow from the manner in which the Company expects, at the dilutive. Potential equity shares are deemed to be dilutive only
Financial
Report
141
if their conversion to equity shares would decrease the net 3.23.1. Hedge accounting policy
profit per share from continuing ordinary operations. Potential The Company makes use of derivative instruments to manage
dilutive equity shares are deemed to be converted as at the exposures to interest rate and foreign currency. In order
beginning of the period, unless they have been issued at a to manage particular risks, the Company applies hedge
later date. The dilutive potential equity shares are adjusted for accounting for transactions that meet specific criteria. At
the proceeds receivable had the shares been actually issued the inception of a hedge relationship, the Company formally
at fair value. Dilutive potential equity shares are determined designates and documents the hedge relationship to which
independently for each period presented. the Company wishes to apply hedge accounting and the risk
management objective and strategy for undertaking the hedge.
The number of equity shares and potentially dilutive equity The documentation includes the Company’s risk management
shares are adjusted for share splits / reverse share splits and objective and strategy for undertaking hedge, the hedging /
bonus shares, as appropriate. Partly paid equity shares are economic relationship, the hedged item or transaction, the
treated as a fraction of an equity share to the extent that they are nature of the risk being hedged, hedge ratio and how the
entitled to participate in dividends relative to a fully paid equity Company would assess the effectiveness of changes in the
share during the reporting period. hedging instrument’s fair value in offsetting the exposure
3.22. Cash flow statement to changes in the hedged item’s fair value or cash flows
Cash flows are reported using the indirect method, whereby attributable to the hedged risk. Such hedges are expected to be
profit before tax is adjusted for the effects of transactions of a highly effective in achieving offsetting changes in fair value or
non–cash nature and any deferrals or accruals of past or future cash flows and are assessed on an on-going basis to determine
cash receipts or payments. The cash flows from regular revenue that they actually have been highly effective throughout the
generating, financing and investing activities of the Company financial reporting periods for which they were designated.
are segregated. Cash flows in foreign currencies are accounted
at the actual rates of exchange prevailing at the dates of the 3.23.2. Cash Flow Hedges
transactions. A cash flow hedge is a hedge of the exposure to variability in cash
flows that is attributable to a particular risk associated with a
3.23. Derivative financial instruments recognised asset or liability (such as all or some future interest
A derivative is a financial instrument or other contract with all payments on variable rate debt) or a highly probable forecast
three of the following characteristics: transaction and could affect profit and loss. For designated
• Its value changes in response to the change in a specified and qualifying cash flow hedges, the effective portion of the
interest rate, financial instrument price, commodity price, cumulative gain or loss on the hedging instrument is initially
foreign exchange rate, index of prices or rates, credit rating recognised directly in OCI within equity (cash flow hedge
or credit index, or other variable, provided that, in the case reserve). The ineffective portion of the gain or loss on the
of a non-financial variable, it is not specific to a party to the hedging instrument is recognised immediately in Finance Cost
contract (i.e., the 'underlying'). in the statement of profit and loss. When the hedged cash flow
• It requires no initial net investment or an initial net affects the statement of profit and loss, the effective portion
investment that is smaller than would be required for other of the gain or loss on the hedging instrument is recorded in
types of contracts expected to have a similar response to the corresponding income or expense line of the statement
changes in market factors. of profit and loss. When a hedging instrument expires, is sold,
• It is settled at a future date terminated, exercised, or when a hedge no longer meets the
criteria for hedge accounting, any cumulative gain or loss that
The Company enters into derivative financial instruments to has been recognised in OCI at that time remains in OCI and is
manage its exposure to interest rate risk and foreign exchange recognised when the hedged forecast transaction is ultimately
rate risk. Derivatives held include foreign exchange forward recognised in the statement of profit and loss. When a forecast
contracts, interest rate swaps and cross currency interest rate transaction is no longer expected to occur, the cumulative gain
swaps. or loss that was reported in OCI is immediately transferred to
the statement of profit and loss.
Derivatives are initially recognised at fair value on the date
when a derivative contract is entered into and are subsequently The Company’s hedging policy only allows for effective hedging
remeasured to their fair value at each balance sheet date. The relationships to be considered as hedges as per the relevant
resulting gain/loss is recognised in the statement of profit and Ind-AS. Hedge effectiveness is determined at the inception
loss immediately unless the derivative is designated and is of the hedge relationship, and through periodic prospective
effective as a hedging instrument, in which event the timing of effectiveness assessments to ensure that an economic
the recognition in the statement of profit and loss depends on relationships exists between the hedged item and hedging
the nature of the hedge relationship. The Company designates instrument. The Company enters into hedge relationships
certain derivatives as hedges of highly probable forecast where the critical terms of the hedging instrument match
transactions (cash flow hedges). A derivative with a positive with the terms of the hedged item, and so a qualitative and
fair value is recognised as a financial asset whereas a derivative quantitative assessment of effectiveness is performed.
with a negative fair value is recognised as a financial liability.
142
Chairman's
Message
3.24. New and Amended Standards The amendments have had an impact on the Company’s
The Ministry of Corporate Affairs has notified Companies disclosures of accounting policies, but not on the measurement,
(Indian Accounting Standards) Amendment Rules, 2023 dated 31 recognition or presentation of any items in the Company’s
March 2023 to amend the following Ind AS which are effective financial statements.
Highlights
for annual periods beginning on or after 1 April 2023. The
Business
Company applied for the first-time these amendments. (iii) Deferred Tax related to Assets and Liabilities arising from a
(i) Definition of Accounting Estimates - Amendments to Ind AS Single Transaction - Amendments to Ind AS 12
8 The amendments narrow the scope of the initial recognition
The amendments clarify the distinction between changes in exception under Ind AS 12, so that it no longer applies to
accounting estimates and changes in accounting policies and transactions that give rise to equal taxable and deductible
the correction of errors. It has also been clarified how entities temporary differences such as leases.
use measurement techniques and inputs to develop accounting
CSR
estimates. The amendments had no impact on the Company’s The Company previously recognised for deferred tax on leases
financial statements. on a net basis. As a result of these amendments, the Company
has recognised a separate deferred tax asset in relation to its
(ii) Disclosure of Accounting Policies - Amendments to Ind AS 1 lease liabilities and a deferred tax liability in relation to its right-
The amendments aim to help entities provide accounting policy of-use assets. Since, these balances qualify for offset as per the
disclosures that are more useful by replacing the requirement requirements of paragraph 74 of Ind AS 12,there is no impact in
Directors
Board of
for entities to disclose their ‘significant’ accounting policies the balance sheet. There was also no impact on the opening
with a requirement to disclose their ‘material’ accounting retained earnings as at 1 April 2022.
policies and adding guidance on how entities apply the concept
of materiality in making decisions about accounting policy
disclosures.
Directors
Report
MDA
CG Report
BRSR
Five Star
ESG @
Financial
Report
143
Notes forming part of the financial statements for
the Year ended March 31, 2024
As at As at
Particulars
March 31, 2024 March 31, 2023
4. Cash and cash equivalents
Cash on hand 993.93 585.33
Balances with banks
(i) In current accounts 15,158.76 13,875.11
(ii) In other deposit accounts (original maturity less than 3 months) 137,287.24 119,575.36
Total 153,439.93 134,035.80
Short-term deposits are made for varying periods of upto three months, depending on the immediate cash requirements of the
Company, and earn interest at the respective short-term deposit rate.
5. Bank Balances other than cash and cash equivalents

Term deposit with bank 5,197.43 15,326.45
Term deposits :
Held as credit enhancements for securitisation 8,530.11 8,273.96
Held as cash collateral against specific non-convertible debentures - 450.00
Total 13,727.54 24,050.41
Term deposits and other balances with banks earns interest at fixed rate based on the daily bank deposit rates
6. Loans (At amotised cost)

A. Based on nature
Term Loans
Gross term loans 964,059.06 691,483.21
Inter-Corporate Deposits* 20,306.14 1,842.24
Gross loans 984,365.20 693,325.45
Less: Impairment loss allowance 15,857.95 11,105.86
Net loans 968,507.25 682,219.59
B. Based on security
Secured by tangible assets 964,059.06 691,483.21
Unsecured 20,306.14 1,842.24
Gross loans 984,365.20 693,325.45
Net loans 968,507.25 682,219.59
C. Based on region
Loans in India
Public sector - -
Other than public sector 984,365.20 693,325.45
Gross loans 984,365.20 693,325.45
Net Loans in India 968,507.25 682,219.59
Loans outside India - -
Less: Impairment loss allowance - -
Net Loans outside India - -
Net Loans 968,507.25 682,219.59
Secured exposures are secured by registered mortgage of immovable property

The Company has not granted any loans or advances to promoters,directors, KMPs and the related parties (as defined under the
Companies Act 2013)
*Inter Corporate Deposits as on March 31, 2024 include INR 265.37 lakhs (March 31, 2023 - INR 265.37 lakhs) provided as credit
enhancement for securitisation transaction.
144
6.1. Analysis of changes in the gross carrying amount and the corresponding (ECL) allowances:
6.1.1. Reconciliation of gross carrying amount is given below:
As at March 31, 2024 As at March 31, 2023
Particulars
Stage 1 Stage 2 Stage 3 Total Stage 1 Stage 2 Stage 3 Total
Gross Term Loans

Gross carrying amount opening balance 618,839.65 63,249.70 9,393.86 691,483.21 421,696.36 79,706.41 5,305.00 506,707.77
Exposure de-recognised / matured / (158,836.89) (17,193.64) (1,734.37) (177,764.90) (1,09,412.35) (17,683.75) (1,194.93) (128,291.03)
repaid (Excluding Write off)
Transfer to Stage 1 4,653.53 (4,500.08) (153.45) - 14,428.62 (14,241.55) (187.07) -
Transfer to Stage 2 (22,146.73) 22,239.73 (93.00) - (19,193.88) 19,417.12 (223.24) -
Transfer to Stage 3 (1,591.87) (4,047.27) 5,639.14 - (786.95) (5,336.64) 6,123.59 -
Amount written off (143.79) (47.76) (592.78) (784.33) - - (1,199.22) (1,199.22)
New Assets Originated/ 447,247.18 3,053.31 824.59 451,125.08 312,107.85 1,388.12 769.72 314,265.69
Incremental Accretions
Gross carrying amount closing balance 888,021.08 62,753.99 13,283.99 964,059.06 618,839.65 63,249.71 9,393.86 691,483.21
Inter-Corporate Deposits
Gross carrying amount opening balance 1,842.24 - - 1,842.24 13,821.88 - - 13,821.88
Exposure de-recognised / matured / (1,551.90) - - (1,551.90) (14,377.15) - - (14,377.15)
repaid (Excluding Write off)
Transfer to Stage 1 - - - - - - - -
145
Amount written off - - - - - - - -
New assets originated/ 20,015.80 - - 20,015.80 2,397.51 - - 2,397.51
Incremental Accretions
Gross carrying amount closing balance 20,306.14 - - 20,306.14 1,842.24 - - 1,842.24

Particulars
6.1.2. Reconciliation of ECL balance is given below:

Gross Term Loan
Impairment loss allowance opening balance 2,030.55 4,434.06 4,634.20 11,098.81 1,448.46 6,989.17 1,850.95 10,288.58
New assets originated/ Incremental Accretions 3,181.70 2,428.78 2,617.13 8,227.61 2,428.41 1,058.46 2,173.60 5,660.47
Transfer to Stage 1 377.71 (354.09) (23.62) - 236.69 (234.60) (2.09) -
Transfer to Stage 2 (933.80) 954.02 (20.22) - (1,195.24) 1,207.38 (12.14) -
Transfer to Stage 3 (378.98) (1,223.71) 1,602.69 - (221.98) (1,423.00) 1,644.98 -
Reversal/Utilization/Write off (781.44) (1,166.70) (1,601.55) (3,549.69) (665.79) (3,163.36) (1,021.10) (4,850.25)
Impairment loss allowance closing balance 3,495.74 5,072.36 7,208.63 15,776.73 2,030.55 4,434.06 4,634.20 11,098.80
Inter Corporate Deposits
Impairment loss allowance opening balance 7.06 - - 7.06 - - - -
New assets originated/ Incremental Accretions 80.15 - - 80.15 7.06 - - 7.06
Reversal/Utilization/ Write off (5.97) - - (5.97) - - - -
Impairment Loss Allowance- closing balance 81.23 - - 81.23 7.06 - - 7.06
146
Chairman's
Message
As at As at
Particulars
March 31, 2024 March 31, 2023
7. Investments
Investments in Government Securities (At amortized Cost)*
Highlights
Investment in Government of India Fixed Rate Bonds 4,615.30 7,329.64
Business
Investment in Government of India STRIPS 6,153.43 7,131.78
Total 10,768.73 14,461.42
*Investments are made in India
7.1. Internal Rating Grade (Investments measured at amortised cost)

The table below shows the credit quality and the maximum exposure to credit risk based on the entity's internal credit rating
CSR
system and year end stage classification

Particulars
Grade
Low Risk 10,768.73 - - 10,768.73 14,461.42 - - 14,461.42
Directors
Board of
Medium Risk - - - - - - - -
High Risk - - - - - - - -
Total 10,768.73 - - 10,768.73 14,461.42 - - 14,461.42
7.2. Movement in investments (Investments measured at Amortised cost)

Opening Balance 14,461.42 - - 14,461.42 24,818.38 - - 24,818.38
Directors
New assets purchased - - - - - - - -
Report
Assets redeemed (3,692.69) - - (3,692.69) (10,356.96) - - (10,356.96)
Closing Balance 10,768.73 - - 10,768.73 14,461.42 - - 14,461.42
8. Other financial assets

Unsecured, considered good (At Amortized Cost)
Security deposits 729.16 552.89
MDA
Other receivables* 4,951.72 2,640.47
Less: Impairment allowances - -
Total 5,680.88 3,193.36
*Other receivables as on March 31, 2024 include - INR 4,209.32 lakhs (March 31, 2023- INR 1,976.79) provided as credit enhancement
for securitisation transaction.
CG Report
9. Current tax assets (net)
Advance income tax, net of provision for tax 251.82 193.57
Total 251.82 193.57
9A. Current tax liability (Net)

Provision for tax, net of advance income tax paid 1,748.86 539.85 BRSR
Total 1,748.86 539.85
10. Investment Property

Land
Cost or deemed cost (Gross carrying amount)
Balance at the beginning of the year 3.56 3.56
Five Star
Acquisitions - -
ESG @
Transfer from property, plant and equipment - -

Balance at the end of the year 3.56 3.56
Financial
Report
147
As at As at
Particulars
March 31, 2024 March 31, 2023
Accumulated depreciation
Balance at the beginning of the year - -
Depreciation for the year - -
Balance at the end of the year - -
Net carrying amounts 3.56 3.56
Fair value 8.23 7.24
The Fair value of the investment property is based on the valuation by the registered valuer as per the Rule 2 of the Companies
(Registered Valuer and Valuations Rules), 2017. There were no immovable property where the title deeds of the property are not
held in the name of the Company.
Price per square feet is the signifiant unobservable input iused for the fair valuation of the immovable property. The fair value
changes by INR 0.83 Lakhs as at March 31, 2024, at a sensitivity of 10%.(March 31, 2023- INR 0.70 lakhs)
11. Other non-financial assets

Capital advances 87.47 542.83
Prepaid expenses 1,951.68 1,237.74
Balance with government authorities 321.16 178.92
Total 2,360.31 1,959.49
12. Property, plant and equipment
Furniture & Computers & Office Leasehold

Particulars Vehicles Total
fittings Accessories Equipment Improvements
Cost or deemed cost

(gross carrying amount)
As at April 01, 2022 907.93 1,447.08 473.22 39.26 414.45 3,281.94
Additions 376.86 515.80 227.28 - 43.80 1,163.74
Disposals 22.72 0.93 0.63 0.21 - 24.49
As at March 31, 2023 1,262.07 1,961.95 699.87 39.05 458.25 4,421.19
Additions 455.24 744.74 332.12 - 0.50 1,532.60
Disposals 38.26 27.60 78.36 15.78 - 159.99
As at March 31, 2024 1,679.05 2,679.09 953.63 23.27 458.75 5,793.80
Accumulated depreciation
As at April 01, 2022 436.94 975.78 261.26 32.84 360.67 2,067.49
Depreciation for the year 170.57 453.28 166.11 1.69 38.92 830.57
Depreciation on disposals 18.66 0.88 0.34 - - 19.88
As at March 31, 2023 588.85 1,428.18 427.03 34.53 399.59 2,878.18
Depreciation for the year 237.88 542.52 203.74 0.81 27.00 1,011.95
Depreciation on disposals 36.15 27.04 72.01 14.99 - 150.19
As at March 31, 2023 790.58 1,943.66 558.76 20.35 426.59 3,739.94
Carrying amount (net)

As at March 31, 2023 673.22 533.77 272.84 4.52 58.66 1,543.01
As at March 31, 2024 888.47 735.43 394.87 2.92 32.16 2,053.86
148
Chairman's
Message
Particulars Software Total
13. Other Intangible assets

Cost or deemed cost (gross carrying amount)
As at April 01, 2022 421.33 421.33
Highlights
Business
Additions 49.66 49.66
Disposals - -
As at March 31, 2023 470.99 470.99
Additions 1,161.87 1,161.87
Disposals - -
As at March 31, 2024 1,632.86 1,632.86
Accumulated amortisation
As at April 01, 2022 332.59 332.59
CSR
Amortisation for the year 40.69 40.69
Amortisation on disposals - -
As at March 31, 2023 373.28 373.28
Amortisation for the year 291.04 291.04
Amortisation on disposals - -
Directors
As at March 31, 2024 664.32 664.32
Board of
Carrying amount (net)
As at March 31, 2023 97.71 97.71
As at March 31, 2024 968.54 968.54
14. Derivative Financial Instruments (FVTOCI)
Directors
Report
Particulars Notional Fair Value Fair Value of Notional Fair Value Fair Value of
Amount of Assets Liabilities Amount of Assets Liabilities
Part I
Other Derivatives-Cross Currency Swap 11,841.00 434.46 60.87 7,591.00 346.09 -
Total 11,841.00 434.46 60.87 7,591.00 346.09 -
MDA
Part II
Included in above (Part-I) are derivatives held for
hedging and risk management purposes as follows:
Cash Flow Hedging-Cross Currency Swap 11,841.00 434.46 60.87 7,591.00 346.09 -
Total 11,841.00 434.46 60.87 7,591.00 346.09 -
CG Report
The Notional amounts in the above table refers to the foreign currency borrowing on which the company has hedged the risk of
foreign currency fluctuations.
The Company has entered into a Derivative Financial Instrument, with a scheduled bank. Derivatives are fair valued using inputs
that are directly or indirectly observable in market place.
The Asset Liability Management Committee and Business Resource Committee periodically monitors and reviews the risks BRSR
involved.
As at As at
Particulars
March 31, 2024 March 31, 2023
15. Payables
15.1. Trade payables
Five Star
ESG @
Total outstanding dues of micro and small enterprises (MSME) (Refer note 36) - -
Total outstanding dues of creditors other than micro and small enterprises (Other than MSME) 2,537.43 2,009.01
Total 2,537.43 2,009.01
To related parties - -
Others 2,537.43 2,009.01
Total 2,537.43 2,009.01
Financial
Report
149
Less than 2-3 More than
Particulars Unbilled (Not Due) 1-2 years Total
1 year years 3 years
15.2. Trade payables (Ageing Schedule)

The following schedules reflect the ageing of trade payables with respect to the due date of payment
As at March 31, 2024
(i) MSME - - - - - - -
(ii) Others 1,874.07 - 663.36 - - - 2,537.43
(iii) Disputed Dues - MSME - - - - - - -
(iv) Disputed Dues - Others - - - - - - -
Total 1,874.07 - 663.36 - - - 2,537.43

(i) MSME - - - - - - -
(ii) Others 1,566.37 - 442.64 - - - 2,009.01
(iii) Disputed Dues - MSME - - - - - - -
(iv) Disputed Dues - Others - - - - - - -
Total 1,566.37 - 442.64 - - - 2,009.01
Based on the information received from the suppliers, the management has identified the enterprises which has provided services
to the Company and which qualify under the definition of micro, medium and small enterprises, as defined under Micro, Small
and Medium Enterprises Development Act, 2006 ("MSMED Act"). Such determination and identification is for the purpose of
presentation under this disclosure has been done on the basis of the information received and available with the Company, which
has been solely relied upon by the auditors
As at As at
Particulars
March 31, 2024 March 31, 2023
16. Debt securities (refer note 16.1)
At amortised cost
Secured debentures
1,50,00,000, (March 31, 2023 - 1,50,00,000) 12.75% redeemable, non-convertible 750.26 1,125.39
debentures of INR 5 each
Nil, (March 31, 2023 - 500) 11.00% redeemable, non-convertible debentures of INR 10 lakh each - 5,105.48
Nil, (March 31, 2023 - 1,500) redeemable, non-convertible debentures of INR 10 lakh each* -
18,084.83
Nil, (March 31, 2023- 150) 10.50% redeemable, non-convertible debentures of INR 10 lakh each - 1,632.90
Nil, (March 31, 2023 - 2,000) redeemable, non-convertible debentures of INR 1 lakh each* - 2,519.80
300,00,000 , (March 31, 2023 - 300,00,000) 11.40% redeemable, non-convertible 3,027.06 3,001.09
debentures of INR 10 each
4,900, (March 31, 2023- 4,900) 9.20% redeemable, non-convertible debentures of INR 1 lakh each 4,945.57 4,944.46
10,000, (March 31, 2023-Nil) 9.10% redeemable, non-convertible debentures of INR 1 lakh each 10,268.64 -
10,500, (March 31, 2023-Nil) 9.50% redeemable, non-convertible debentures of INR 1 lakh each 10,802.67 -
Total 29,794.20 52,570.57
Less: Unamortised processing fee (258.82) (87.57)
Total 29,535.38 52,483.00
Debts securities in India 29,535.38 52,483.00
Debts securities outside India - -
Total 29,535.38 52,483.00
* Coupon rates are linked to performance of specified indices including market indicators over the period of the debentures.
Debt securities aggregating to INR 745.23 Lakhs ( INR 1,115.51 Lakhs in March 31, 2023) has been guaranteed by promoter,
Mr. D Lakshmipathy
150
Earliest As at As at
Particulars Repayment terms Tenor
installment date March 31, 2024 March 31, 2023
16.1. Details of terms of redemption/repayment and security provided in respect of debt securities
Secured debentures
1,50,00,000, (March 31, 2023 - 1,50,00,000) Principal payment frequency: Repayable 72 Months March 31, 2023 750.26 1,125.39
12.75% redeemable, yearly in 4 installments Coupon payment
of INR 5 each frequency: Quarterly
Nil, (March 31, 2023 - 500) 11.00% redeemable, Principal payment frequency: 33 Months April 21, 2023 - 5,105.48
non-convertible debentures of INR 10 lakh each Entire principal repayable at maturity
Coupon payment frequency: Quarterly
Nil, (March 31, 2023 - 1,500) redeemable, Principal payment frequency: 27 Months April 30, 2023 - 18,084.83
non-convertible debentures of INR 10 lakh each* Entire principal repayable at maturity
Coupon payment frequency: Entire interest
repayable at maturity
151
Nil, (March 31, 2023- 150) 10.50% redeemable, Principal payment frequency: 36 Months May 26, 2023 - 1,632.90
Coupon payment frequency: Yearly
Nil, (March 31, 2023 - 250) 11.00% redeemable, Principal payment frequency: 36 Months June 12, 2023 - 2,515.07
Nil, (March 31, 2023 - 2,000) redeemable, Principal payment frequency: 30 Months June 15, 2023 - 2,519.80
non-convertible debentures of INR 1 lakh each* Entire principal repayable at maturity
Coupon payment frequency: Entire interest
Nil, (March 31, 2023 - 700) 10.91% redeemable, Principal payment frequency: 36 Months September 30, 2023 - 7,004.43
Coupon payment frequency: Half Yearly
300,00,000 , (March 31, 2023 - 300,00,000) 11.40% Principal payment frequency: 60 Months April 11, 2024 3,027.06 3,001.09
redeemable, non-convertible debentures of Entire principal repayable at maturity
INR 10 each # Coupon payment frequency: Monthly
4,900, (March 31, 2023- 4,900) 9.20% redeemable, Principal payment frequency: 38 Months April 24, 2026 4,945.57 4,944.46

10,000, (March 31, 2023-Nil) 9.10% redeemable, Principal payment frequency: 42 Months December 15, 2026 10,268.64 -
10,500, (March 31, 2023-Nil) 9.50% redeemable, Principal payment frequency: 36 Months December 12, 2026 10,802.67 -
Total 29,794.20 52,570.57
All debentures are secured by an exclusive first charge on book debts with security cover ranging from 1 to 1.25 times of the outstanding amount at any point in time.
# Secured by pari passu charge on immovable property.
* Coupon rates are linked to performance of specified indices including market indicators over the period of the debentures.
152
Chairman's
Message
As at As at
Particulars
March 31, 2024 March 31, 2023
17. Borrowings (other than debt securities) (refer note 17.1)
At amortised cost
Highlights
Term loans (secured)
Business
From banks 4,09,798.08 240,224.82
From other financial institutions 76,952.85 25,110.17
Borrowings under Securitisation (secured) 109,507.16 100,169.18
Loans repayable on demand (secured)
From banks 80.55 85.19
Term loans from others parties (unsecured)
External Commercial Borrowings 8,340.50 8,217.00
CSR
Total 604,679.14 373,806.36
Less: Unamortised processing fee (2,630.01) (1,561.45)
Total 602,049.13 372,244.91
Borrowings in India 593,778.95 364,112.63
Borrowings outside India 8,270.18 8,132.28
Total 602,049.13 372,244.91
Directors
Board of
Loans repayable on demand includes the cash credit and working capital demand loans from banks which are secured by specific
charge on identified receivables. As at March 31, 2024, the rate of interest across the cash credit and the working capital demand
loans were in the range of 8.75 % p.a. to 10.20 % p.a. (8.75% p.a. to 10.20% p.a. on March 31, 2023). The Company has not defaulted in the
repayment of the borrowings (including debt securities) and was regular in the repayments, including interests during the year.
Borrowings other than debt securities aggregating to INR 48,040.35 Lakhs ( INR 77,305.36 Lakhs in March 31, 2023) has been
Directors
Report
guaranteed by promoter, Mr. D Lakshmipathy
The Company has used the borrowings from the bank and financial institution for the specified purpose as per the agreement with
the lender.
The quarterly returns/statements of current assets filed by the Company with the banks or financial institutions in relation to the
secured borrowings wherever applicable, are in agreement with the books of account.
MDA
CG Report
BRSR
Five Star
ESG @
Financial
Report
153
17.1 Details of terms of redemption/repayment and security provided in respect of borrowings (other than debt securities)
Term loans from banks
Term Loan 1 Repayable in 60 Monthly installments 60 Months December 5, 2018 - 134.12
Term Loan 2 Repayable in 48 Monthly installments 48 Months July 29, 2019 - 93.75
Term Loan 3 Repayable in 34 Monthly installments 36 Months August 16, 2020 - 205.93
Term Loan 4 Repayable in 34 Monthly installments 36 Months September 30, 2020 - 353.04
Term Loan 7 Repayable in 36 Monthly installments 36 Months January 31, 2021 - 250.00
Term Loan 8 Repayable in 34 Monthly installments 36 Months March 23, 2021 - 661.94
Term Loan 9 Repayable in 33 Monthly installments 36 Months May 31, 2021 - 746.06
Term Loan 10 Repayable in 60 Monthly installments 60 Months March 3, 2019 - 701.94
Term Loan 11 Repayable in 20 Quarterly installments 60 Months June 30, 2019 - 994.58
Term Loan 12 Repayable in 57 Monthly installments 60 Months September 30, 2019 35.26 244.98
Term Loan 13 Repayable in 60 Monthly installments 60 Months January 30, 2020 446.88 1,049.96
Term Loan 14 Repayable in 60 Monthly installments 62 Months January 30, 2020 3,049.27 7,118.76
Term Loan 15 Repayable in 60 Monthly installments 60 Months April 30, 2020 754.12 1,481.31
Term Loan 16 Repayable in 57 Monthly installments 60 Months June 25, 2020 807.47 1,762.43
Term Loan 17 Repayable in 46 Monthly installments 48 Months November 25, 2020 271.74 923.91
154
Term Loan 18 Repayable in 48 Monthly installments 48 Months February 5, 2021 - 1,060.17
Term Loan 19 Repayable in 18 Quarterly installments 60 Months February 28, 2021 1,107.46 1,995.00
Term Loan 20 Repayable in 60 Monthly installments 60 Months March 3, 2021 774.13 1,177.79
Term Loan 21 Repayable in 36 Monthly installments 36 Months April 30, 2021 - 166.67
Term Loan 22 Repayable in 36 Monthly installments 36 Months April 30, 2021 - 2,492.31
Term Loan 23 Repayable in 48 Monthly installments 48 Months May 1, 2021 1,500.00 3,150.21
Term Loan 24 Repayable in 32 Monthly installments 35 Months July 31, 2021 - 926.36
Term Loan 28 Repayable in 60 Monthly installments 60 Months April 30, 2022 4,501.31 6,001.44
Term Loan 31 Repayable in 57 Monthly installments 60 Months July 31, 2022 3,128.37 4,169.45
Term Loan 32 Repayable in 34 Monthly installments 36 Months September 21, 2022 1,765.21 3,177.21
Term Loan 33 Repayable in 48 Monthly installments 48 Months October 15, 2022 3,124.94 4,375.00
Term Loan 34 Repayable in 48 Monthly installments 48 Months October 29, 2022 6,251.19 8,752.04
Term Loan 35 Repayable in 10 Quarterly installments 33 Months December 30, 2022 800.21 1,600.00
Term Loan 36 Repayable in 46 Monthly installments 48 Months December 31, 2022 4,876.00 6,844.00
Term Loan 37 Repayable in 60 Monthly installments 60 Months December 31, 2022 14,666.57 19,146.85
Term Loan 42 Repayable in 60 Monthly installments 66 Months March 26, 2023 7,831.26 9,833.00
Term Loan 43 Repayable in 16 Quarterly installments 48 Months March 28, 2023 6,934.69 9,375.00
Term Loan 44 Repayable in 12 Quarterly installments 36 Months March 31, 2023 4,084.39 6,418.30
Term Loan 45 Repayable in 60 Monthly installments 60 Months April 30, 2023 16,004.73 20,005.40
Term Loan 46 Repayable in 20 Quarterly installments 60 Months June 30, 2023 8,001.16 10,002.48
Term Loan 47 Repayable in 16 Quarterly installments 48 Months June 30, 2023 7,564.39 10,000.00
Term Loan 48 Repayable in 54 Monthly installments 60 Months July 28, 2023 6,123.17 7,500.00
Term Loan 49 Repayable in 10 Quarterly installments 33 Months July 29, 2023 2,100.53 3,000.00
Term Loan 50 Repayable in 19 Quarterly installments 60 Months September 30, 2023 6,318.41 7,507.60
Term Loan 51 Repayable in 78 Monthly installments 84 Months September 30, 2023 23,076.30 25,000.00
Term Loan 52 Repayable in 33 Monthly installments 36 Months September 16, 2023 7,910.99 -
Term Loan 53 Repayable in 20 Quarterly installments 60 Months September 30, 2023 2,550.00 -
Term Loan 54 Repayable in 60 Monthly installments 60 Months July 31, 2023 4,249.96 -
Term Loan 56 Repayable in 60 Monthly installments 66 Months January 30, 2024 28,506.52 -
Term Loan 58 Repayable in 20 Quarterly installments 60 Months October 3, 2023 900.00 -
155
Term Loan 59 Repayable in 19 Quarterly installments 60 Months February 29, 2024 14,209.47 -
Term Loan 60 Repayable in 60 Monthly installments 63 Months December 31, 2023 4,667.71 -
Term Loan 61 Repayable in 60 Monthly installments 60 Months October 5, 2023 9,059.75 -
Term Loan 65 Repayable in 60 Monthly installments 60 Months October 31, 2023 9,002.02 -
Term Loan 66 Repayable in 45 Monthly installments 48 Months December 31, 2023 13,260.00 -
Term Loan 67 Repayable in 78 Monthly installments 84 Months May 31, 2024 49,999.27 -
Term Loan 68 Repayable in 19 Quarterly installments 60 Months July 1, 2024 7,500.00 -
Term Loan 70 Repayable in 19 Quarterly installments 60 Months October 1, 2024 22,500.00 -
Term Loan 71 Repayable in 23 Quarterly installments 72 Months September 30, 2024 1,500.39 -
Term Loan 72 Repayable in 60 Monthly installments 60 Months April 30, 2024 5,001.29 -
Term Loan 73 Repayable in 16 Quarterly installments 48 Months June 28, 2024 10,009.95 -
Total 409,798.08 240,224.83
All the above loans are secured by an exclusive first charge on book debts with security cover ranging from 1.10 to 1.25 times of the outstanding amount at any point in time.
As at March 31, 2024, the rate of interest across term loans from banks was in the range of 8.25% p.a to 12.50% p.a (March 31, 2023- 8.25% p.a to 12.25% p.a )

Term loans from others
Term loans from others 1 Repayable in 60 Monthly installments 60 Months May 1, 2019 2.78 244.48
Term loans from others 2 Repayable in 20 Quarterly installments 63 Months September 1, 2019 65.00 333.01
Term loans from others 3 Repayable in 48 Monthly installments 48 Months March 5, 2020 - 180.06
Term loans from others 4 Repayable in 36 Monthlyinstallments 36 Months January 31, 2021 - 750.20
Term loans from others 5 Repayable in 30 Monthly installments 30 Months February 3, 2021 - 597.38
Term loans from others 6 Repayable in 36 Monthly installments 36 Months January 20, 2021 - 1,253.98
Term loans from others 7 Repayable in 36 Monthly installments 36 Months April 30, 2021 - 662.98
Term loans from others 8 Repayable in 16 Quarterly installments 48 Months June 1, 2021 624.98 1,250.00
Term loans from others 9 Repayable in 48 Monthly installments 48 Months December 5, 2022 5,702.89 7,835.76
Term loans from others 10 Repayable in 61 Quarterly installments 61 Months May 5, 2023 4,108.88 5,002.32
Term loans from others 11 Repayable in 11 Quarterly installments 36 Months July 1, 2023 4,453.25 7,000.00
Term loans from others 12 Repayable in 60 Monthly installments 60 Months February 5, 2024 4,895.39 -
Term loans from others 13 Repayable in 48 Monthly installments 48 Months February 5, 2024 7,231.64 -
Term loans from others 14 Repayable in 60 Monthly installments 60 Months January 31, 2024 4,796.29 -
Term loans from others 15 Repayable in 21 Quarterly installments 63 Months June 30, 2024 45,071.75 -
Total 76,952.85 25,110.17
All the above loans are secured by an exclusive first charge on book debts with security cover ranging from 1.10 to 1.25 times of the outstanding amount at any point in time.
156
As at March 31, 2024, the rate of interest across term loans from banks was in the range of 9.00% p.a to 11.75% p.a (March 31, 2023- 9.15% p.a to 11.75% p.a )
Borrowings Under Securitization

Borrowings Under Repayable in 59 Monthly installments 59 Months September 17, 2019 - 188.08
Securitization 1
Borrowings Under Repayable in 60 Monthly installments 60 Months May 15, 2020 64.77 1,978.90
Securitization 2
Borrowings Under Repayable in 60 Monthly installments 60 Months July 15, 2020 390.28 2,036.66
Securitization 3
Borrowings Under Repayable in 65 Monthly installments 65 Months August 14, 2020 - 1,479.10
Securitization 4
Borrowings Under Repayable in 55 Monthly installments 55 Months November 20, 2020 381.51 2,286.82
Securitization 5
Borrowings Under Repayable in 48 Monthly installments 48 Months January 15, 2021 - 402.74
Securitization 6
Borrowings Under Repayable in 59 Monthly installments 60 Months January 16, 2021 - 803.14
Securitization 7
Borrowings Under Repayable in 61 Monthly installments 61 Months February 18, 2021 - 875.52
Securitization 8
Borrowings Under Repayable in 61 Monthly installments 61 Months February 21, 2021 2,521.81 5,983.01
Securitization 9
Borrowings Under Repayable in 53 Monthly installments 53 Months April 16, 2021 278.74 2,756.65
Securitization 10
Borrowings Under Repayable in 57 Monthly installments 57 Months April 21, 2021 1,410.97 3,121.59
Securitization 11
Borrowings Under Repayable in 64 Monthly installments 64 Months January 17, 2023 4,775.25 6,984.80
Securitization 12
Securitization 13
Securitization 14
Securitization 15
Securitization 16
Securitization 17
Borrowings Under Repayable in 67 Monthly installments 67 Months October 19, 2023 10,884.76 -
Securitization 18
Borrowings Under Repayable in 68 monthly installments 68 Months October 19, 2023 9,289.11 -
157
Securitization 19
Borrowings Under Repayable in 63 monthly installments 63 Months October 19, 2023 30,469.56 -
Securitization 20
Total 109,507.16 100,169.19
*Refer Note No 48-AH, 5 for security and credit enhancement details pertaining to borrowings from securitisation arrangements.
As at March 31, 2024, the rate of interest across loans from Securitisation was in the range of 8.80% p.a to 10.15% p.a (March 31, 2023- 8.50% p.a to 11.00% p.a)
Term loans from others parties (unsecured) - (External Commercial Borrowing)

External Commercial Repayable in 5 Half yearly installments 60 months March 31, 2025 8,340.50 8,217.00
Borrowing-1
Total 8,340.50 8,217.00
As at March 31, 2024, the rate of interest on External Commercial Borrowing was 4.20% p.a (March 31, 2023- 4.20% p.a)

As at As at
Particulars
March 31, 2024 March 31, 2023
18. Other financial liabilities
Lease Liability (Refer Note: 37) 3,599.93 2,986.05
Employee related payables 6,284.30 2,975.86
Others 86.66 108.10
Total 9,970.89 6,070.01
19. Provisions
Provision for employee benefits
Provision for gratuity (Refer Note:40) 808.92 384.33
Provision for compensated absences 1,282.87 773.84
Total 2,091.79 1,158.17
20. Other non-financial liabilities

Statutory dues payable 1,129.84 1,342.88
Others* 138.26 481.49
Total 1,268.10 1,824.37
*Includes unspent corporate social responsibility fund amounting to INR 138.26 lakhs (March 31, 2023 :INR 481.49 lakhs)
21. Equity share capital

Authorised
550,000,000 shares ( March 31, 2023 - 550,000,000) of INR 1 each 5,500.00 5,500.00
Issued, subscribed and paid up
292,449,220 shares ( March 31, 2023 -291,366,120) of INR 1 each 2,924.49 2,913.66
Total 2,924.49 2,913.66

Particulars Number Amount in Number Amount in
of shares INR Lakhs of shares INR Lakhs
Reconciliation of equity shares outstanding at the beginning and at the end of the reporting year
As at beginning of the year 291,366,120 2,913.66 291,343,120 2,913.43
Equity Shares issued in exercise of employee stock options 1,083,100 10.83 23,000 0.23
As at the end of the year 292,449,220 2,924.49 291,366,120 2,913.66
Terms/rights attached to Equity Shares:

The Company has a single class of equity shares. Accordingly all equity shares rank equally with regard to dividends and share in
the Company's residual assets. The equity shares are entitled to receive dividend as declared from time to time subject to payment
of dividend to preference shareholders. Dividends are paid in Indian Rupees. Dividend proposed by the board of directors, if any, is
subject to the approval of the shareholders at the General Meeting, except in the case of interim dividend.
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.
Equity Shares reserverd for issue under options

Information relating to Employee Stock Option Schemes including the details of options issued, exercised and lapsed during the
financial year and options outstanding at the end of the reporting period, is set out in note 41.
158
Chairman's
Message
Number of Shares at the Movement Numbers of Shares % of Total % of Change

Name of Promoter
begnning of the year during the year at the end of the year Shares during the year
Highlights
Promoter Holdings
Business
Fully paid up shares
(i) D. Lakshmipathy 30,690,678 - 30,690,678 10.49% 0.00%
(ii) L. Hema 20,890,600 - 20,890,600 7.14% 0.00%
(iii) L. Shritha 200,000 - 200,000 0.07% 0.00%
(iv) Matrix Partners India 24,146,663 (19,498,773) 4,647,890 1.59% -80.75%
Investment Holding II LLC
(v) Peak XV Partners 22,845,487 (4,567,945) 18,277,542 6.25% -19.99%
Investments V (earlier
CSR
known as SCI Investments V)
Total 98,773,428 (24,066,718) 74,706,710 25.55% -24.37%

Fully paid up shares
(i) D. Lakshmipathy 36,037,450 (5,346,772) 30,690,678 10.53% -14.84%
Directors
Board of
(ii) L. Hema 20,890,600 - 20,890,600 7.17% 0.00%
(iii) L. Shritha 200,000 - 200,000 0.07% 0.00%
(iv) Matrix Partners India 41,009,990 (16,863,327) 24,146,663 8.29% -41.12%
Investment Holding II LLC
(v) Peak XV Partners 25,696,500 (2,851,013) 22,845,487 7.84% -11.09%
Investments V (earlier
Directors
known as SCI Investments V)
Report
Total 123,834,540 (25,061,112) 98,773,428 33.90% -20.24%
The determination /identification of promoters for the purpose of presentation under this disclosure has been done on the basis of
information available with the Company which has been solely relied upon by the auditors.

Name of shareholder Number % of total Number % of total
MDA
of shares shares in class of shares shares in class
Details of shareholders holding more than 5% shares in the Company
TPG Asia VII SF Pte. Ltd. 32,787,639 11.21% 50,752,693 17.42%
Matrix Partners India Investment Holdings II, LLC 4,647,890 1.59% 24,146,663 8.29%
D. Lakshmipathy 30,690,678 10.49% 30,690,678 10.53%
CG Report
Norwest Venture Partners X - Mauritius 15,098,476 5.16% 23,567,912 8.09%
Peak XV Partners Investments V (earlier known as 18,277,542 6.25% 22,845,487 7.84%
SCI Investments V)
L. Hema 20,890,600 7.14% 20,890,600 7.17%
Sirius II Pte Ltd 17,593,990 6.02% 17,593,990 6.04%
As at As at
Particulars
March 31, 2024 March 31, 2023 BRSR
22. Other Equity
Statutory reserve 55,900.85 39,182.52
Share options outstanding account 5,634.70 6,120.40
Securities premium 234,158.90 231,436.81
General reserve 719.60 719.60
Retained earnings 220,608.74 153,788.67
Five Star
ESG @
Effective portion of Cashflow Hedges (331.81) (208.19)

Total 516,690.98 431,039.81
i. Statutory reserve
Opening balance 39,182.52 27,112.60
Amount transferred from surplus in the statement of profit and loss 16,718.33 12,069.92
Financial
Closing balance 55,900.85 39,182.52

Report
159
As at As at
Particulars
March 31, 2024 March 31, 2023
As per Section 45-IC of the Reserve Bank of India Act, 1934, the Company is required to create a reserve fund at the rate of 20%
of the net profit after tax of the Company every year. Accordingly, the Company has transferred an amount of INR 16,718.33 lakhs
(March 31, 2023: INR 12,069.92 lakhs), out of the profit after tax for the year ended March 31, 2024 to Statutory Reserve.
Five-Star Housing Finance Private Limited, the wholly owned subsidiary amalgamated with the Company with appointed date under
the aforesaid Scheme as April 1, 2019. The erstwhile wholly owned subsidiary has surrendered its Certificate of Registration to carry
on the business of housing finance institution to National Housing Bank (NHB) on June 5, 2020. The statutory reserve maintained
by the wholly owned subsidiary under section 29C of the National Housing Bank Act, 1987 was subsumed in the statutory reserve
maintained by the Company.
No appropriation of any sum from this reserve fund shall be made by the non-banking financial company except for the purpose as
may be specified by RBI.
ii. Share options outstanding account

Opening balance 6,120.40 3,405.80
Share based payment expense 1,554.33 2,764.19
Less : Transfer to securities premium (2,040.03) (49.59)
Closing balance 5,634.70 6,120.40
The amount represents reserve created to the extent of granted options based on the Employees Stock Option Schemes. Under Ind
AS 102, fair value of the options granted is to be expensed out over the life of the vesting period as employee compensation costs
reflecting period of receipt of service. Also refer note 41.
iii. Securities premium

Opening balance 231,436.81 231,361.87
Premium on shares issued during the period 682.06 25.35
Transfer to securities premium on exercise of ESOP 2,040.03 49.59
Closing balance 234,158.90 231,436.81
Securities premium is used to record the premium on issue of shares. The reserve can be utilised only for limited purposes in
accordance with the provisions of the Companies Act, 2013. During the year ended March 31, 2024, Securities premium was utilised
to the extent of INR Nil lakhs (March 31, 2023- INR 170.10 lakhs) towards share issue expenses, in line with Section 52 of the Companies
Act 2013.
iv. General reserve

Opening balance 719.60 719.60
Amount transferred from profit and loss - -
Closing balance 719.60 719.60
General reserve is a free reserve which can be utilised for any purpose as may be required.
v. Retained earnings
Opening balance 153,788.67 105,616.78
Profit for the year 83,591.63 60,349.61
Less: Transfer to Statutory reserve (16,718.33) (12,069.92)
Less: Re-measurements of defined benefit plan (53.23) (107.80)
Closing balance 220,608.74 153,788.67
Retained earnings are the profits/(loss) that the Company has earned/incurred till March 31, 2024, less any transfers to general
reserve, dividends or other distributions paid to shareholders. Retained earnings is a free reserve available to the Company and
eligible for distribution to shareholders, in case where it is having positive balance representing net earnings till date. The amount
that can be distributed by the Company as dividends to its Equity Shareholders is determined based on the financial statements
of the Company and also considering the requirements of the Companies Act, 2013 and the regulations of Reserve Bank of India.
160
Chairman's
Message
As at As at
Particulars
March 31, 2024 March 31, 2023
vi. Effective portion of Cashflow Hedges
Opening balance (208.19) (94.98)
Highlights
Additions (123.62) (113.21)
Business
Closing balance (331.81) (208.19)
Cash flow hedge reserve represents the cumulative effective portion of gains or losses arising on changes in fair value of hedging
instruments entered into for cash flow hedges, which shall be reclassified to profit or loss only when the hedged transaction affects
the profit or loss, or included as a basis adjustment to the non-financial hedged item, consistent with the Company accounting
policies.
CSR
23. Interest income
On financial assets measured at amortised cost
Interest on loans 206,861.17 146,303.00
Interest on deposits with banks 4,145.23 2,763.19
Interest on Investment in Government Securities 652.06 812.18
Total 211,658.46 149,878.37
Directors
Board of
24. Fee income
Legal and inspection fees 948.64 658.93
Others charges 1,243.20 716.96
Total 2,191.84 1,375.89
Other Charges comprises of charges collected from the customers in the nature of document storage charges, cheque dishonour
Directors
Report
charges and other charges as applicable.
All services that generate revenue from contract with customer are rendered at a point in time and are rendered in India.
25. Net gain on fair value changes

Net gain on financial instruments at fair value through profit or loss (FVTPL)
On trading portfolio
MDA
-Mutual fund investments at FVTPL 4,434.43 830.59
Total 4,434.43 830.59
Fair value changes

Realised 4,434.43 830.59
Unrealised - -
CG Report
Total 4,434.43 830.59
26. Other Income

Recovery of assets written off 953.27 735.11
Other non-operating income 272.08 72.79
Total 1,225.35 807.90
BRSR
27. Finance costs
(On financial liabilities measured at amortised cost)
Interest on borrowings
- term loans from banks 30,396.87 11,365.54
- cash credits and overdraft 3.43 13.92
- securitisation 10,095.09 4,059.20
Five Star
- term loans from others 3,122.91 2,429.94

ESG @
Interest on debt securities 2,844.20 8,436.45

Other borrowing cost 69.55 47.46
Interest on lease liability 317.52 272.59
Total 46,849.57 26,625.10
Financial
Report
161
As at As at
Particulars
March 31, 2024 March 31, 2023
28. Impairment on financial instruments
On financial assets measured at amortised cost
Impairment loss allowance on loans* 5,536.42 2,014.70
Total 5,536.42 2,014.70
*Includes write-off of INR 784.33 lakhs for the year ended March 31, 2024.(for the year ended March 31, 2023 INR 1,199.22 lakhs )
29. Employee benefits expenses

Salaries, wages and bonus 37,174.07 28,345.84
Contribution to Provident and Other funds (refer note 40) 2,218.97 1,707.59
Gratuity Expense (refer note 40) 658.74 397.29
Employee stock option expenses (Refer note 41) 1,554.33 2,764.19
Staff welfare expenses 1,252.83 1,427.75
Total 42,858.94 34,642.66
30. Depreciation and amortization

Depreciation on property, plant and equipment (Refer note 12) 1,011.95 830.56
Amortisation of intangible assets (Refer note 13) 291.04 40.69
Depreciation on right of use asset (Refer note 37) 1,154.13 859.99
Total 2,457.12 1,731.24
31. Other expenses

Rent expense 74.24 49.97
Rates and taxes 135.51 108.02
Electricity expenses 232.28 155.84
Repairs and maintenance 682.30 498.25
Communication costs 1,180.60 711.44
Printing and stationery 746.92 565.30
Advertisement and publicity 83.68 32.82
Directors fees, allowances and expenses 79.68 87.96
Auditor's fees and expenses (Refer note 31.1) 148.29 137.04
Legal and professional charges 1,469.87 1,128.61
Insurance 18.29 9.13
Corporate social responsibility expenses (Refer note 31.2) 1,274.50 961.27
Travel expenses 869.50 555.15
Information technology expenses 2,809.61 2,154.64
Loss on sale of property, plant and equipment 2.15 2.83
Bank charges 372.90 185.66
Miscellaneous expenses 34.13 61.63
Total 10,214.45 7,405.56
31.1. Payment to auditors (excluding taxes)

Statutory audit including limited reviews and certificates 138.00 132.36
Tax audit 2.00 2.06
Reimbursement of expenses 8.29 2.62
Total 148.29 137.04
Note:
Excludes remuneration amounting to INR 274.53 Lakhs paid to the auditors during FY 2022-23 for services in connection with
initial public offer of equity shares of the Company. Subsequently the same has been reimbursed from the selling shareholders.
162
Chairman's
Message
As at As at
Particulars
March 31, 2024 March 31, 2023
31.2. Details of expenditure on corporate social responsibility ("CSR")
(a) Amount required to be spent by the Company during the year 1,271.19 961.20
Highlights
(b) Amount of expenditure incurred during the year
Business
(i) Construction/acquisition of any asset - -
(ii) On purposes other than (i) above 1,274.50 529.77
(c) Shortfall at the end of the year** - 431.43
(d) Total of previous shortfall*** 138.19 50.00
(e) Reason for shortfall Not Applicable *
(f) Nature of CSR activities Contribution towards Contribution to
projects in the domain of projects in the
CSR
education and healthcare domain of
education and
healthcare
(g) Details of related party transactions Nil Nil
*The amount categorised as shortfall for the year ended March 31, 2023 aggregating to INR 431.43 Lakhs, is towards the ongoing
Directors
Board of
projects under the activities mentioned in Schedule VII of the Companies Act, 2013 and the same was approved by the CSR
Committee at its meeting held on December 23, 2022 and March 18, 2023.
**The Company has incurred an amount of INR 0.07 Lakhs in excess of the CSR liability as per Section 135 of the Companies Act, 2013
for the year ended March 31, 2023.
***The amount categorised as shortfall amounting to INR 50.00 Lakhs for the year ended March 31, 2021, is towards the ongoing
projects under the activities mentioned in Schedule VII of the Companies Act, 2013 and the same was approved by the CSR
Committee at its meeting held on March 22, 2021.
Directors
Report
Details of ongoing projects
In case of S. 135(6) (Ongoing Project)
Amount spent during
Opening Balance Closing Balance
the year from
Year
With In Separate CSR Amount required to be Company’s Separate CSR With In Separate CSR
Company Unspent A/c spent during the year bank A/c Unspent A/c Company Unspent A/c
MDA
2021-22 - 50.00 - - 50.00 - -
2022-23 - 431.49 - - 293.23 - 138.26
31.3 (a) Expenditure in Foreign Currency

Information technology expenses 385.65 364.07
Processing fee on borrowings - -
CG Report
(b) Remittances in Foreign Currency
Information technology expenses 385.65 364.07
Processing fee on borrowings 29.16 -
Offer expenses in connection with the Initial Public Offer - 257.77
(c) There are no dividend paid in foreign currency BRSR
32. Income tax

i. Current tax
In respect of current year 29,883.16 20,715.40
Total 29,883.16 20,715.40
Five Star
ESG @
Financial
Report
163
As at As at
Particulars
March 31, 2024 March 31, 2023
ii. Deferred tax
Attributable to–
Origination and reversal of temporary differences (1,881.21) (591.52)
Total (1,881.21) (591.52)
Tax expense (i)+(ii) 28,001.95 20,123.88
32.1. Deferred tax related to the items recognised in other comprehensive income during the year
Tax impact on:
Re-measurements of the defined benefit plan 17.90 36.26
Net movement on effective portion of cashflow hedge 41.58 38.07
Deferred tax charged to Other Comprehensive Income 59.48 74.33
32.2. Reconciliation of total tax expense

Profit before tax 111,593.58 80,473.49
Applicable tax rate 25.17% 25.17%
Computed tax expense 28,085.87 20,253.57
Tax effect of:

Permanent Differences
Deduction u/s 80JJAA of the Income Tax Act, 1961 (406.41) (397.26)
Disallowance related to CSR expenditure 320.77 241.93
Others 1.72 25.64
Income tax expense recognised in statement of profit and loss 28,001.95 20,123.88
Effective tax rate 25.09% 25.01%
33. Reconciliation of deferred tax assets / (liability):

In relation to :
Difference between written down value of Property plant & equipment and 240.98 227.26
intangible assets as per books of accounts and income tax
Employee Benefits 1,239.95 847.17
Cash flow hedge reserve 111.59 70.01
Impairment allowance of financial instruments 2,331.96 1,783.84
Impact of Effective interest rate adjustment on Financial Assets 4,037.11 2,628.96
Impact of Effective interest rate adjustment on Financial liabilities (734.08) (265.97)
Recognition of lease liability and right to use asset 45.78 41.33
Total 7,273.29 5,332.60
164
Chairman's
Message
Recognised in other
Opening Recognised in Closing
Particulars comprehensive
Balance profit of loss Balance
income
33.1 Reconciliation of deferred tax assets / (liability):
Highlights
The following table shows deferred tax recorded in the balance sheet and changes recorded in the income tax expense
Business
For the year ended March 31, 2024 :
Difference between written down value of Property plant & 227.26 13.72 - 240.98
equipment and intangible assets as per books of accounts and
income tax
Employee benefits 847.17 374.88 17.90 1,239.95
Cash flow hedge reserve 70.01 - 41.58 111.59
Impairment allowance (Including Write-Off) 1,783.84 548.12 - 2,331.96
CSR
Unamortised processing fee income 2,628.96 1,408.15 - 4,037.11
Unamortised processing fee expenses (265.97) (468.11) - (734.08)
Recognition of lease liability and right to use asset 41.33 4.45 - 45.78
Total 5,332.60 1,881.21 59.48 7,273.29
For the year ended March 31, 2023 :
Directors
Board of
Difference between written down value of fixed assets as per 197.28 29.98 - 227.26
books of accounts and income tax
Employee benefits 640.62 170.29 36.26 847.17
Cash flow hedge reserve 31.94 - 38.07 70.01
Impairment allowance (Including Write-Off) 2,277.89 (494.05) - 1,783.84
Unamortised processing fee income 1,829.81 799.15 - 2,628.96
Unamortised processing fee expenses (338.92) 72.95 - (265.97)
Directors
Report
Recognition of lease liability and right to use asset 28.12 13.21 - 41.33
Total 4,666.74 591.53 74.33 5,332.60
As at As at
Particulars
March 31, 2024 March 31, 2023
34. Commitments
Estimated amount of contracts remaining to be executed on
MDA
capital account (net off capital advances) and not provided for 34.78 162.53
35. Contingent liabilities

Claims against the Company not acknowledged as debt
- Income tax related matters (excluding penalties and interest) - 6.74
Bank Guarantee to National Stock Exchange in connection with the IPO 1,660.10 1,660.10
CG Report
36. Disclosure under Micro, Small and Medium Enterprises Development Act, 2006
Under Micro, Small and Medium Enterprises Development Act, 2006, (MSMED) which came into force from 2 October 2006, certain
disclosures are required to be made relating to Micro, Small and Medium enterprises. On the basis of the information and records
available with management and confirmation sought from suppliers on registration with specified authority under MSMED,
principal amount, interest accrued and remaining unpaid and interest paid during the year to such enterprise is Nil.
BRSR
The principal amount and the interest due thereon (to be shown separately) remaining unpaid to any supplier
as at the end of each accounting period
Principal - -
Interest - -
The amount of interest paid by the buyer in terms of Section 16 of the Micro, Small and- -
Five Star
Medium Enterprises Development Act, 2006, along with the amount of the payment made to the
ESG @
supplier beyond the appointed day during each accounting year;
The amount of interest due and payable for the period of delay in making payment (which have - -
been paid but beyond the appointed day during the year) but without adding the interest specified
under the Micro, Small and Medium Enterprises Development Act, 2006;
Financial
Report
165
As at As at
Particulars
March 31, 2024 March 31, 2023
The amount of interest accrued and remaining unpaid at the end of each accounting year; - -
The amount of further interest remaining due and payable even in the succeeding years, - -
until such date when the interest dues above are actually paid to the small enterprise, for
the purpose of disallowance of a deductible expenditure under Section 23 of the Micro, Small
and Medium Enterprises Development Act, 2006.
37. Leases
The Company has taken office premises on lease for its operations. The Company’s obligations under its leases are secured by the
lessor’s title to the leased assets. The Company also has certain leases with lease terms of 12 months or less. The Company applies
the ‘short-term lease’ recognition exemptions for these leases.
Set out below are the carrying amounts of lease liabilities included under financial liabilities and the movements during the year:
i). Movement in carrying value of right of use assets

Opening Balance 2,846.17 1,978.10
Additions during the year 1,830.42 1,897.77
Depreciation (1,154.13) (859.99)
Derecognition on termination of leases (114.72) (169.70)
Closing Balance 3,407.75 2,846.17
ii). Movement in lease liabilities

Opening Balance 2,986.05 2,113.32
Additions during the year 1,798.51 1,860.08
Interest on lease liabilities 317.52 272.59
Rent payments (1,381.86) (1,051.08)
Derecognition on termination of leases (120.29) (208.86)
Closing Balance 3,599.93 2,986.05
iii). Amounts recognised in statement of profit and loss
Rent expense on short term leases (Refer note 31) 74.24 49.97
Interest on lease liabilities 317.52 272.59
Depreciation on Right of use asset 1,154.13 859.99
Gain recognised on derecognition of leases (5.58) (39.16)
iv). Future lease commitments

Future undiscounted lease payments to which leases is not yet commenced - 12.60
v). Cash flows

Total cash outflow for leases 1,456.10 1,101.05
vi). Maturity analysis of undiscounted lease liabilities

Not later than one year 1,487.77 1,153.06
Later than one year and not later than five years 2,643.44 2,106.91
Later than five years 172.37 317.27
Lease liabilities are recognised at weighted average incremental borrowing rate ranging from 9.15% to 9.49%
38. Earnings per share

Profit after tax 83,591.63 60,349.61
Weighted Average Number of Equity Shares in calculation of basic earnings per share 291,832,446 291,361,835
Dilution on account of ESOP and partly-paid up shares 2,559,639 3,123,179
Weighted Average Number of Equity Shares in calculation of diluted earnings per share 294,392,085 294,485,014
Basic earnings per share 28.64 20.71

Diluted earnings per share 28.39 20.49
166
Chairman's
Message
39. Segment Information
An operating segment is a component of the Company that engages in business activities from which it may earn revenues and
incur expenses, including revenues and expenses that relate to transactions with any of the Company’s other components, and
for which discrete financial information is available. All operating segments’ operating results are reviewed regularly by the
Highlights
Company’s Chairman and Managing Director ('CMD') to make decisions about resources to be allocated to the segments and assess
Business
their performance. The CMD is considered to be the Chief Operating Decision Maker ('CODM') within the purview of Ind AS 108
Operating Segments.
The CDM considers the entire business of the Company on a holistic basis to make operating decisions and thus there are no
segregated operating segments. The Company is primarily engaged in providing loans for business purposes, house renovation
/ extension purposes and other mortgage purposes. The CODM of the Company reviews the operating results of the Company as a
whole and therefore not more than one reportable segment is required to be disclosed by the Company as envisaged by Ind AS 108
Operating Segments. Accordingly, amounts appearing in these financial statements relates to small business loans and loans for
CSR
house renovations / extensions etc.
The Company does not have any separate geographic segment other than India. As such there are no separate reportable segments
as per Ind AS 108 Operating Segments.
40. Employee benefits - post employment benefit plans
Directors
Board of
A. Defined contribution plans
The Company makes provident fund and employee state insurance scheme contributions which are defined contribution plans,
for qualifying employees. Under the schemes, the Company is required to contribute a specified percentage of the payroll costs
to fund the benefits. The Company recognised INR 1,779.31 lakhs (year ended March 31, 2023 - INR 1,371.90 lakhs) for provident fund
contributions, and INR 421.75 lakhs (year ended March 31, 2023 - INR 356.67 lakhs ) for employee state insurance scheme contributions
(refer note 29) in the statement of profit and loss. The contributions payable to these plans by the Company are at rates specified in
the rules of the schemes.
Directors
Report
B. Defined benefit plans
Gratuity
The Company operates a defined benefit plan (the Gratuity plan) covering eligible employees. The gratuity plan is governed by the
Payment of Gratuity Act, 1972. Under the act, employee who has completed five years of service is entitled to specific benefit. The
level of benefits provided depends on the member’s length of service and salary at retirement age/ resignation date.
The defined benefit plans expose the Company to risks such as Actuarial risk, Investment risk, Liquidity risk, Market risk, Legislative
MDA
risk. These are discussed as follows:
Actuarial risk:
It is the risk that benefits will cost more than expected. This can arise due to one of the following reasons:
Adverse salary growth experience: Salary hikes that are higher than the assumed salary escalation will result into an increase in
obligation at a rate that is higher than expected.
CG Report
Variability in mortality rates: If actual mortality rates are higher than assumed mortality rate assumption then the gratuity benefits
will be paid earlier than expected. Since there is no condition of vesting on the death benefit, the acceleration of cash flow will lead
to an actuarial loss or gain depending on the relative values of the assumed salary growth and discount rate.
Variability in withdrawal rates: If actual withdrawal rates are higher than assumed withdrawal rate assumption then the Gratuity
Benefits will be paid earlier than expected. The impact of this will depend on whether the benefits are vested as at the resignation
date.
BRSR
Investment risk:
For funded plans that rely on insurers for managing the assets, the value of assets certified by the insurer may not be the fair value
of instruments backing the liability. In such cases, the present value of the assets is independent of the future discount rate. This
can result in wide fluctuations in the net liability or the funded status if there are significant changes in the discount rate during
the inter-valuation period.
Five Star
ESG @
Liquidity risk:
Employees with high salaries and long durations or those higher in hierarchy, accumulate significant level of benefits. If some of
such employees resign/retire from the Company there can be strain on the cash flows.
Financial
Report
167
As at As at
Particulars
March 31, 2024 March 31, 2023
Market risk:
Market risk is a collective term for risks that are related to the changes and fluctuations of the financial markets. One actuarial
assumption that has a material effect is the discount rate. The discount rate reflects the time value of money. An increase in discount
rate leads to decrease in defined benefit obligation of the plan benefits and vice versa. This assumption depends on the yields on
the government bonds and hence the valuation of liability is exposed to fluctuations in the yields as at the valuation date.
Legislative risk:
Legislative risk is the risk of increase in the plan liabilities or reduction in the plan assets due to change in the legislation/
regulation. The government may amend the Payment of Gratuity Act, 1972, thus requiring the companies to pay higher benefits to
the employees. This will directly affect the present value of the defined benefit obligation and the same will have to be recognized
immediately in the year when any such amendment is effective.
Reconciliation of net defined benefit (asset) / liability

The following table shows a reconciliation from the opening balances to the closing balances for the net defined benefit (asset) / liability and
its components.
Present value of obligations 2,488.62 1,793.23
Fair value of plan assets (1,679.71) (1,408.90)
(Asset) / Liability recognised in the balance sheet 808.91 384.33
Reconciliation of present value of defined benefit obligation
Balance at the beginning of the year 1,793.23 1,246.93
Benefits paid (135.14) (59.67)
Current service cost 631.28 390.71
Interest cost 128.13 71.20
Actuarial (gain)/loss recognized in other comprehensive income
changes in demographic assumptions - -
changes in financial assumptions (2.46) (112.79)
experience adjustments 73.58 256.85
Balance at the end of the year 2,488.62 1,793.23
Expense recognized in profit or loss

Current service cost 631.28 390.71
Net Interest cost 27.46 6.58
Total 658.74 397.29
Remeasurements recognized in other comprehensive income

Actuarial (gain) loss on defined benefit obligation 71.12 144.06
Total 71.12 144.06
Changes in the fair value of plan assets

Fair value of plan assets as at the beginning of the year 1,408.90 907.29
Expected return on plan assets 100.67 64.62
Contributions 305.28 496.66
Benefits paid and charges deducted from the fund (135.14) (59.67)
Fair value of plan assets as at the end of the year 1,679.71 1,408.90
Net defined benefit (asset)/liability 808.91 384.33
Actuarial assumptions
Discount rate 7.15% 7.13%
Future salary growth 15.00% 15.00%
Attrition rate 25.00% 25.00%
Mortality Rate 100% Indian 100% Indian
Assured Lives Assured Lives
Mortality (2012-14) Mortality (2012-14)
168
Chairman's
Message
As at As at
Particulars
March 31, 2024 March 31, 2023
Sensitivity Analysis
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions
Highlights
constant, would have affected the defined benefit obligation by the amounts shown below:
Business
Discount rate
-1% increase (117.57) (79.48)
-1% decrease 128.68 86.97
Attrition rate
-1% increase (46.71) (37.25)
-1% decrease 50.28 40.00
Future salary growth
CSR
-1% increase 111.74 82.96
-1% decrease (105.62) (78.27)
Although the analysis does not take account of the full distribution of cash flows expected under the plan, it does provide an
approximation of the sensitivity of the assumptions shown
Directors
Board of
Additional Disclosures required under Ind AS 19
Average Duration of Defined Benefit Obligations (in Years) 5.00 5.50
Projected undiscounted expected beneﬁt outgo
Year 1 443.30 251.83
Year 2 375.92 305.60
Year 3 371.21 259.28
Year 4 375.87 240.16
Directors
Report
Year 5 336.59 245.63
Next 5 Years 1,864.42 777.46
Expected benefit payments for the next annual reporting year 443.30 251.83
41. Share Based Payments

A. Description of schemes
The decision to introduce Five-Star Associate Stock Option Scheme, 2015 (hereinafter called “FIVE-STAR ASOP, 2015”) was taken by
MDA
the Board of Directors at the meeting held on September 18, 2015 and was approved by the shareholders of the Company at the Extra
Ordinary General Meeting held on April 12, 2016. The total options issuable under the plan are upto 5,63,000 options.
Later, the Board of Directors issued another scheme, named Five-Star Associate Stock Option Scheme, 2018 (hereinafter called
“FIVE-STAR ASOP, 2018”) at their meeting held on February 28, 2018 and was approved by the shareholders of the Company at the
Extra Ordinary General Meeting held on March 26, 2018. The total options issuable under the plan are upto 5,00,000 options.
CG Report
Nomination and Remuneration Committee constituted by the Board of Directors of the Company administers the plans. Under
these plans, the participants are granted options which vest as per the schedule provided in the Grant Letter given to each of the
participants. The time period for exercise of these options is defined in the Scheme document.
For the year ended March 31, 2024 For the year ended March 31, 2023
Particulars Weighted average Number Weighted average Number of
exercise price per option of options exercise price per option options BRSR
B. Reconciliation of outstanding share options
Outstanding at beginning of year 66.91 4,105,130 65.01 3,908,000
Forfeited during the year 25.78 22,800 8.39 61,700
Exercised during the year 63.97 10,83,100 111.36 23,000
Granted during the year - - 86.53 281,830
Outstanding as at end of year 68.51 2,999,230 66.91 4,105,130
Five Star
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Exercisable Options 65.84 1,416,556 61.91 1,283,660

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As at As at
Particulars
March 31, 2024 March 31, 2023
The weighted average share price at the date of exercise of options exercised during the year ended March 31, 2024 is INR 703.19 per
share (March 31, 2023 : INR 399.86 per share)
For the options outstanding at the end of the year:
Weighted average remaining contractual life (in years) 5.14 5.71
Range of exercise prices (INR) 1-236.44 1-236.44
C. Expense recognised in the statement of profit and loss

Expense arising from equity-settled share-based payment transactions 1,554.33 2,764.19
D. Measurement of fair values

The fair value of options have been estimated on the dates of each grant using the Black Scholes model. The various inputs
considered in the pricing model for the stock options granted by the Company during the year are as follows:
Share price on Grant date (INR) Not Applicable 399.86 - 411.96
Weighted average share price (INR) Not Applicable 399.86 - 411.96
Exercise price (INR) Not Applicable 67.44 - 236.44
Fair value of options at grant date (INR) Not Applicable 234.32 - 349.16
Expected volatility Not Applicable 39.75%-48.43%
Option term Not Applicable 3.54-7.54 years
Expected dividends Not Applicable Nil
Risk free interest rate Not Applicable 5.45-5.65%
42. Related party disclosures

a. Name of the related parties and nature of relationship:
Key Management Personnel :
D. Lakshmipathy, Chairman and Managing Director
K.Rangarajan, Chief Executive Officer
G. Srikanth, Chief Financial Officer
B. Shalini, Company Secretary
Bhama Krishnamurthy, Independent Director
A. Ramanathan, Independent Director ( upto May 25, 2022)
T.T. Srinivasaraghavan, Independent Director (from August 25, 2021)
V. Thirulokchand, Non-executive Director
R Anand, Independent Director
Vikram Vaidyanathan, Non-Executive Director
G V Ravishankar, Non-Executive Director
Ramkumar Ramamoorthy, Independent Director (from June 08, 2022)
Director and relative of Key Management Personnel / Director

Hema Lakshmipathy, wife of Lakshmipathy Deenadayalan
Shritha Lakshmipathy, Daughter of Lakshmipathy Deenadayalan
Entities with Significant Influence over the Company

TPG Asia VII SF Pte. Ltd. (upto November 17, 2022)
Matrix Partners India Investment Holding II LLC
Peak XV Partners Investments V (earlier known as SCI Investments V)
Post Employment Benefit Funds

Five-Star Business Finance Limited Employees Gratuity Fund
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As at As at
Particulars
March 31, 2024 March 31, 2023
b. Key management personnel (KMP) compensation
Short-term employee benefits
Highlights
D. Lakshmipathy 906.07 831.48
Business
K.Rangarajan 319.24 293.48
G.Srikanth 183.32 170.00
B.Shalini 26.40 21.91
Post employment benefits
D Lakshmipathy 0.22 0.22
K Rangarajan 0.22 0.22
G Srikanth 0.22 0.22
CSR
B Shalini 0.22 0.22
Share based payments
K Rangarajan 662.99 1,270.91
G Srikanth 382.26 577.56
B Shalini 7.94 12.09
Directors
Board of
c. Details of related party transactions
Reimbursement of Expenses (from)
TPG Asia VII SF Pte. Ltd. 19.95 1,184.82
Matrix Partners India Investment Holding II LLC 20.50 1,217.13
SCI Investments V 4.75 282.10
Issue of shares
K Rangarajan 5.87 -
Directors
Report
G Srikanth 3.00
B Shalini 0.04 0.03
Securities Premium
K Rangarajan 390.15 -
G Srikanth 199.32 -
B Shalini 6.43 3.93
*excludes transfer from Share Based Payment reserve to Securities Premium on exercise of employee stock options
MDA
Directors sitting fees
R Anand 9.00 12.70
Bhama Krishnamurthy 9.20 13.10
A Ramanathan - 1.80
V Thirulokchand 5.00 7.50
T T Srinivasaraghavan 6.00 8.70
CG Report
Ramkumar Ramamoorthy 6.40 6.90
Commission to Directors
R Anand 7.50 6.00
A Ramanathan - 1.00
T T Srinivasaraghavan 7.50 6.00 BRSR
Personal Guarantee received for Borrowings
D. Lakshmipathy - 41,500.00
Payment towards gratuity fund
Five-Star Business Finance Limited Employees Gratuity Fund 311.96 -
Five Star
Managerial remuneration above does not include gratuity and compensated absences, since the same are provided on actuarial
ESG @
basis for the Company as a whole and the amount attributable to the key managerial personnel cannot be ascertained separately.
Compensation to independent and non-executive directors represent commission and sitting fees paid.
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As at As at
Particulars
March 31, 2024 March 31, 2023
d. Balance with Related Parties
Employee Benefits Payable
D Lakshmipathy 220.59 156.16
K Rangarajan 67.88 39.20
G Srikanth 24.97 17.00
B Shalini 1.80 -
Director Commission Payable
R Anand 6.75 5.40
A Ramanathan - 0.90
T T Srinivasaraghavan 6.75 5.40
In addition to the above note, the Debt securities and borrowings other than debt securities aggregating to INR 48,785.58 lakhs (INR
78,420.87 as at March 31, 2023) has been guaranteed by the promoter, Mr. D Lakshmipathy.
43. Capital
The Company maintains an actively managed capital base to cover risks inherent in the business and is meeting the capital
adequacy requirements of the regulator, Reserve Bank of India (RBI). The adequacy of the Company's capital is monitored using,
among other measures, the regulations issued by RBI.
The Company has complied in full with all its externally imposed capital requirements over the reporting period.
Capital management
The primary capital management objective is to ensure that the Company complies with externally imposed capital requirements
and maintains strong credit ratings and healthy capital ratios in order to support its business and to maximise shareholder value.
The Company manages its capital structure and makes adjustments to it according to changes in economic conditions and the risk
characteristics of its activities. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividend
payment to shareholders, return capital to shareholders or issue capital securities. No changes have been made to the objectives,
policies and processes from the previous years with regard to capital management. However, they are under constant review by the
Board.
i. Net Debt to Equity Ratio

Consistent with the others in industry, the Company monitors the capital on the basis of gearing ratio (Net Debt divided by Equity).
Under the terms of the major borrowing facilities, the Company is required to maintain the gearing ratio in line with the RBI
guidelines or in a slightly more conservative manner. The actual gearing stipulated differs between the various lending agreements.
The Company has complied with this covenant through out the year.
Total Equity (A) 519,615.47 433,953.47
Debt Securities (B) 29,535.38 52,483.00
Borrowings other than Debt Securities (C) 602,049.13 372,244.91
Cash and Cash equivalents (D) 153,439.93 134,035.80
Net Debt ( E = B+ C - D ) 478,144.58 290,692.11
Net Debt to Equity Ratio ( F = E / A) 0.92 0.67
ii. Regulatory capital
The Company has to mandatorily comply with the capital adequacy requirements stipulated by Reserve Bank of India from time
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As at As at
Particulars
March 31, 2024 March 31, 2023
to time. Capital adequacy ratio or capital-to-risk weighted assets ratio (CRAR) is computed by dividing Company's Tier I and Tier II
capital by risk weighted assets.
Highlights
Business
Tier I Capital 472,582.70 390,860.96
Tier II Capital - -
Total Capital 472,582.70 390,860.96
Total Risk Weighted Assets 935,760.97 581,897.51
Capital Ratios
CRAR - Tier I Capital% 50.50 67.17
CRAR - Tier II Capital% - -
CRAR% 50.50 67.17
CSR
Amount of subordinated debt raised as Tier-II capital - -
Amount raised by issue of perpetual debt instruments - -
The Company has CRAR of 50.50% as of March 31, 2024 as against the CRAR of 15% mandated by RBI.
Tier I capital comprises of shareholders' equity and retained earnings. Tier II Capital comprises of general provision and loss
reserves (12 month expected credit losses). Credit enhancement relating to securitisation transactions have been reduced from Tier
Directors
Board of
I and Tier II capital in accordance with RBI circular DOR (NBFC).CC.PD.No.109/22.10.106/2019-20 dated March 13, 2020. Tier I and Tier
II Capital have been reported based on Financial Statements of the Company and as prescribed by RBI guidelines. Risk weighted
assets represents the weighted sum of company's credit exposures based on their risk as prescribed by RBI guidelines.
44. Fair Value Measurement

Fair Value Hierarchy
This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a)
Directors
Report
recognised and measured at fair value and (b) measured at amortised cost and for which fair value disclosures are provided in the
financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Company has
classified its financial instruments into the three levels prescribed under the accounting standards.
The Following methodologies and and assumptions were used to estimate the fair values of the financial assets or liabilities
i) The fair value of loans have estimated by discounting expected future cash flows using discount rate equal to the rate near to the
reporting date of the comparable product
ii) The fair value of Debt securities, Borrowings other than Debt securities and subordinated liabilities have estimated by
MDA
discounting expected future cash flows discounting rates.
iii) The fair values of Debt Securities and Borrowings other than Debt securities are estimated by discounted cash flow models that
incorporate interest cost estimates considering all significant characteristics of the borrowing. They are classified as Level 3 fair
values in the fair value hierarchy due to the use of unobservable inputs
iv) The fair value of investment in Government securities are derived from rate equal to the rate near to the reporting date of the
comparable product.
CG Report
v) The fair value of Derivatives are determined using inputs that are directly or indirectly observable in market place.
Particulars Level 1 Level 2 Level 3 Total
Fair Value of financial instruments recognised and measured at fair value

Financial Assets:
Derivative Financial Instruments - 434.46 - 434.46
BRSR
Financial Liabilities:
Financial Assets:
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Carrying amount
Particulars Fair value through Other comprehensive Total carrying
Amortised cost
profit or loss income value
45. Financial instruments by category
The carrying value and fair value of financial instruments by categories as of March 31, 2024 were as follows:
Financial assets:
Cash and cash equivalents 153,439.93 - - 153,439.93
Bank balances other than cash and 13,727.54 - - 13,727.54
cash equivalents
Loans 968,507.25 - - 968,507.25
Investments 10,768.73 - - 10,768.73
Derivative financial instruments - - 434.46 434.46
Other financial assets 5,680.88 - - 5,680.88
Total 1,152,124.33 - 434.46 1,152,558.79
Financial liabilities:
Trade payables 2,537.43 - - 2,537.43
Debt securities 29,535.38 - - 29,535.38
Borrowings (Other than debt securities) 602,049.13 - - 602,049.13
Other financial liabilities 9,970.89 - - 9,970.89
Total 644,092.83 - 60.87 644,153.70
The carrying value and fair value of financial instruments by categories as of March 31, 2023 are as follows:
Financial assets:
Cash and cash equivalents 134,035.80 - - 134,035.80
Bank balances other than cash and 24,050.41 - - 24,050.41
cash equivalents
Loans 682,219.59 - - 682,219.59
Investments 14,461.42 - - 14,461.42
Other financial assets 3,193.36 - - 3,193.36
Total 857,960.58 - 346.09 8,58,306.67
Financial liabilities:
Trade payables 2,009.01 - - 2,009.01
Debt securities 52,483.00 - - 52,483.00
Borrowings (Other than debt securities) 372,244.91 - - 372,244.91
Other financial liabilities 6,070.01 - - 6,070.01
Total 432,806.93 - - 432,806.93
For all the Company’s assets and liabilities which are not carried at fair value, disclosure of fair value is not required as the carrying
amounts approximates the fair value, except as stated below. Such estimation is determined based on inputs where one or more
unobservable input is significant to the measurement of the instrument as a whole (level 3), except for cash and cash equivalents
and bank balances other than cash and cash equivalents where such estimation is determined based on unadjusted quoted prices
from active markets for identical assets (level 1). The fair value of investment, Loans, debt securities and borrowings other than debt
securities as at March 31, 2024 amounted to INR 10,619.58 lakhs, INR 9,84,310.44 lakhs, INR 30,195.28 lakhs and INR 6,02,961.73 lakhs
respectively.(As at March 31, 2023 amounted to INR 14,371.06 lakhs, INR 6,89,959.66 lakhs, INR 56,681.44 lakhs and INR 3,72,219.22 lakhs
respectively). There is no transfers between different levels during the year.
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As at As at
Particulars
March 31, 2024 March 31, 2023
45.1. Transfer of Financial Assets
The following table provides the summary of financial assets that have been transferred in such a way that the part or all of the
Highlights
transferred financial assets does not qualify for derecognition, together with the associated liabilities.
Business
The Company has securitised certain loans, however the Company has not transferred substantially the risks and rewards, hence
these assets have not been derecognised in its entirety.
Carrying amount of assets measured at amortised cost 132,488.72 122,971.60
Carrying amount of associated liabilities 108,900.96 99,687.92
Fair value of assets 134,172.00 123,505.28
Fair value of associated liabilities 109,397.39 100,152.99
CSR
Particulars Within 12 After 12 Within 12 After 12
Total Total
Months Months Months Months
46. Maturity Analysis of assets and liabilities
The table below shows an analysis of assets and liabilities analysed according to when they are expected to be recovered or settled.
Directors
ASSETS
Board of
Financial Assets
Cash and cash equivalents 153,439.93 - 153,439.93 134,035.80 - 134,035.80
Bank balances other than cash 4,190.40 9,537.14 13,727.54 13,960.84 10,089.57 24,050.41
and cash equivalents
Loans 162,221.19 806,286.06 968,507.25 107,451.46 574,768.13 682,219.59
Investments 10,768.73 - 10,768.73 4,049.75 10,411.67 14,461.42
Directors
Derivative financial instruments - 434.46 434.46 - 346.09 346.09
Report
Other financial assets 940.40 4,740.48 5,680.88 757.21 2,455.21 3,212.42
Total 331,560.65 820,998.14 1,152,558.79 260,255.06 598,070.67 858,325.73
Non-Financial Assets
Current tax assets (Net) - 251.82 251.82 - 193.57 193.57
Deferred tax assets (Net) - 7,273.29 7,273.29 - 5,332.60 5,332.60
Investment property - 3.56 3.56 - 3.56 3.56
Property, plant and equipment - 2,053.86 2,053.86 - 1,543.01 1,543.01
MDA
Right of use asset - 3,407.75 3,407.75 - 2,846.18 2,846.18
Other intangible assets - 968.54 968.54 - 97.71 97.71
Other non-financial assets 1,938.32 421.99 2,360.31 1,218.68 721.75 1,940.43
Total 1,938.32 14,380.81 16,319.13 1,218.68 10,738.38 11,957.06
Total Assets 333,498.97 835,378.95 1,168,877.92 261,473.74 608,809.05 870,282.79
CG Report
LIABILITIES AND EQUITY
Derivative financial instruments - 60.87 60.87 - - -
Payables
Trade payables
Total outstanding dues of micro and - - - - - -
small enterprises BRSR
Total outstanding dues of creditors 2,537.43 - 2,537.43 2,009.01 - 2,009.01
other than micro and small enterprises
Debt securities 4,019.20 25,516.18 29,535.38 43,862.59 8,620.41 52,483.00
Borrowings (other than debt securities) 151,973.62 450,075.51 602,049.13 100,817.89 271,427.02 372,244.91
Other financial liabilities 7,582.37 2,388.52 9,970.89 4,006.79 2,063.22 6,070.01
Total 166,112.62 478,041.08 644,153.70 150,696.28 282,110.65 432,806.93
Five Star
ESG @
Non-Financial Liabilities
Current tax liabilities (Net) 1,748.86 - 1,748.86 539.85 - 539.85
Provisions 1,088.21 1,003.58 2,091.79 186.73 971.44 1,158.17
Other non-financial liabilities 1,268.10 - 1,268.10 1,824.37 - 1,824.37
Total 4,105.17 1,003.58 5,108.75 2,550.95 971.44 3,522.39
Total Liabilities 170,217.79 479,044.66 649,262.45 153,247.23 283,082.09 436,329.32
Net Assets / (Liabilities) 519,615.47 433,953.47
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As at As at
Particulars
March 31, 2024 March 31, 2023
47. Financial risk management objectives and policies
The Company's principal financial liabilities primarily comprise of borrowings from banks, debentures and trade payables. The
main purpose of these financial liabilities is to finance the Company's operations and to support its operations. The Company's
financial assets include loans, cash and cash equivalents that relate directly to its operations.
These activities exposes the Company to a variety of financial risks, as listed below apart from various operating and business risks,
and the note below also explains how the Company manages such risks.
1. Market risk;
2. Credit risk;
3. Liquidity risk ; and
4. Foreign Currency Risk
5. Information Technology Risk
This note explains the sources of risks arising from financial instruments which the entity is exposed to and how the Company
manages the risk.
Risk management framework

The Company’s board of directors and risk management committee has overall responsibility for the establishment and oversight
of the Company’s risk management framework. The board of directors and risk management committee along with the top
management are responsible for developing and monitoring the Company’s risk management policies.
The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate
risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly
to reflect changes in market conditions and the Company’s activities. The Company, through its training and management standards
and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their
roles and obligations.
The Company’s risk management committee oversees how management monitors compliance with the Company’s risk
management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced
by the Company.
Excessive risk concentration

Concentrations arise when a number of counterparties are engaged in similar business activities, or activities in the same
geographical region, or have similar economic features that would cause their ability to meet contractual obligations to be similarly
affected by changes in economic, political or other conditions. Concentrations indicate the relative sensitivity of the Company’s
performance to developments affecting a particular industry or geographical location.
In order to avoid excessive concentrations of risk, the Company’s policies and procedures include specific guidelines to focus on
maintaining a diversified portfolio. Identified concentrations of credit risks are controlled and managed accordingly.
(i) Market risk

Market risk is the risk that changes in market prices - such as foreign exchange rates, interest rates and equity prices which will
affect the Companies income or the value of holdings of financial instruments. The Company does not have exposure to currency
risk and security price risk. The objective of market risk management is to manage and control market risk exposures within
acceptable parameters while optimising the return.
Interest rate risk

Interest rate risk primarily arises from borrowings with variable rates. The Company’s borrowings are carried at amortised cost.
The borrowings with fixed rates are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying
amount nor the future cash flows will fluctuate because of a change in market interest rates.
The interest rate profile of the Company's interest bearing financial instruments is as follows:
Fixed rate instruments
Financial assets 1,130,290.76 840,306.78
Financial liabilities 196,593.36 147,200.59
Total 1,326,884.12 987,507.37
Variable rate instruments

Financial assets - -
Financial liabilities 434,991.15 277,527.32
Total 4,34,991.15 277,527.32
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Profit / loss Equity, net of tax
Particulars 100 bp 100 bp 100 bp 100 bp
increase decrease increase decrease
Cash flow sensitivity analysis for variable-rate instruments:
Highlights
March 31, 2024
Business
Variable-rate instruments
Cash flow sensitivity (net) (3,393.86) (3,393.86) (2,539.63) (2,539.63)
Total (3,393.86) (3,393.86) (2,539.63) (2,539.63)
March 31, 2023

Variable-rate instruments
Cash flow sensitivity (net) (1,245.05) (1,245.05) (931.67) (931.67)
CSR
Total (1,245.05) (1,245.05) (931.67) (931.67)
The sensitivity analysis above has been determined for borrowings where interest rates are variable. A 100 basis points increase
or decrease in interest rates is used when reporting interest rate risk internally to key management personnel and represents
management’s assessment of the reasonably possible change in interest rates.
Directors
Board of
(ii) Credit risk
Loans and advances
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its
contractual obligations, and arises principally from the Company’s loans advances and other financial assets. The carrying amount
of financial assets represents the maximum credit exposure. The Company has Credit policy approved by the Board of Directors,
which is subject to annual review. The Company manages and controls credit risk by setting limits on the amount of risk it is willing
to accept for individual counterparties and for geographical concentrations, and by monitoring exposures in relation to such limits.
Directors
Report
The Company has established a credit quality review process to provide early identification of possible changes in the
creditworthiness of counterparties, including periodical collateral revisions, as defined in the Credit policy. Counterparty limits are
established by the use of a credit risk classification system, which assigns each counterparty a risk rating. The credit quality review
process aims to allow the Company to assess the potential loss as a result of the risks to which it is exposed and take corrective
actions.
MDA
The disclosure of maximum exposure to credit risk without taking into account any collateral held or other credit enhancements
has not been provided for financial assets, as their carrying amount best represent the maximum exposure to credit risk. All the
loans provided are secured against mortgage of land and/or building. The fair value of the collateral is determined on the guidelines
prescribed in the collateral management policy as approved by the Board of Directors.
Impairment assessment - Expected credit loss ("ECL"):
CG Report
An impairment analysis is performed at each reporting date based on the facts and circumstances existing on that date to identify
expected losses on account of time value of money and credit risk. For the purposes of this analysis, the loan receivables are
categorised into groups based on days past due. Each group is then assessed for impairment using the Expected Credit Loss (ECL)
model as per the provisions of Ind AS 109 - financial instruments. The Company’s impairment assessment and measurement
approach is set out in this report. It should be read in conjunction with the Summary of significant accounting policies.
ECL on financial assets is an unbiased probability weighted amount based out of possible outcomes after considering risk of credit
loss even if probability is low. ECL is calculated based on the following components: BRSR
a. Probability of default ("PD")
b. Loss given default ("LGD")
c. Exposure at default ("EAD")
d. Discount factor ("D")
a. Probability of default:
Five Star
PD is defined as the probability of whether borrowers will default on their obligations in the future. Historical PD is derived from
ESG @
the internal data which is calibrated with forward looking macroeconomic factors.
For computation of probability of default ("PD"), Vasicek Model was used to forecast the PD term structure over lifetime of loans.
As per given long term PD and current macroeconomic conditions, conditional PD corresponding to current macroeconomic
condition is estimated. The Company has worked out on PD based on the last six years historical data.
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177
The PDs derived from the model, are the cumulative PDs, stating that the borrower can default in any of the given years, however
to compute the loss for any given year, these cumulative PDs have to be converted to marginal PDs. Marginal PDs is probability that
the obligor will default in a given year, conditional on it having survived till the end of the previous year.
As per Ind AS 109, expected loss has to be calculated as an unbiased and probability-weighted amount for multiple scenarios.
The probability of default was calculated for 3 scenarios: best , worst and base. This weightage has been decided on best practices
and expert judgement. Marginal conditional probability was calculated for all 3 possible scenarios and one conditional PD was
arrived as conditional weighted probability.
Staging of loans:
Definition of default and cure
The Company considers a financial instrument defaulted and therefore Stage 3 (credit-impaired) for ECL calculations in all cases
when the loan has remained overdue for a period greater than 90 days.
It is the Company’s policy to consider a financial instrument as ‘cured’ and therefore re-classified out of Stage 3 when the loan
becomes less than or equal to 90 days past due on its contractual obligations. Such cured loans are classified as Stage 1 or 2 depending
upon the days past due after such cure has taken place.
As per Ind AS 109, Company assesses whether there is a significant increase in credit risk at the reporting date from the initial
recognition. The Company considers the credit risk to be directly proportional to the delinquency status i.e. days past due of the
loan under consideration. No further adjustments are made in the PD.
Days past dues status Stage Provisions
Current Stage 1 12 Months ECL

1-30 Days Stage 1 12 Months ECL
31-90 Days Stage 2 Lifetime ECL
90+ Days Stage 3 Lifetime ECL
b. Loss given default

The credit risk assessment is based on a standardised loss given default (LGD) assessment framework that results in a certain LGD
rate. These LGD rates take into account the expected EAD in comparison to the amount expected to be recovered or realised from
any collateral held.
The Company segments its retail lending products into smaller homogeneous portfolios, based on key characteristics that are
relevant to the estimation of future cash flows.
Further recent data and forward-looking economic scenarios are used in order to determine the LGD rate for each of the
homogeneous portfolios. When assessing forward-looking information, the expectation is based on multiple scenarios.
Under Ind AS 109, LGD rates are estimated for each of the homogeneous portfolios. The inputs for these LGD rates are estimated
and, where possible, calibrated through back testing against recent recoveries. These are repeated for each economic scenario as
appropriate.
c. Exposure at default
The exposure at default (EAD) represents the gross carrying amount of the financial instruments subject to the impairment
calculation, addressing both the client’s ability to increase its exposure while approaching default and potential early repayments
too.
To calculate the EAD for a Stage 1 loan, the Company assesses the possible default events within 12 months for the calculation of
the 12 months ECL. However, if a Stage 1 loan that is expected to default in the 12 months from the balance sheet date and is also
expected to cure and subsequently default again, then all linked default events are taken into account.
The Company determines EADs by modelling the range of possible exposure outcomes at various points in time, corresponding
the multiple scenarios. The Ind AS 109 PDs are then assigned to each economic scenario based on the outcome of models.
d. Discounting:
As per Ind AS 109, ECL is computed by estimating the timing of the expected credit shortfalls associated with the defaults and
discounting them using effective interest rate.
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Significant increase in credit risk
The Company continuously monitors all assets subject to ECLs. In order to determine whether an instrument or a portfolio of
instruments is subject to 12 months ECL or Life-time ECL, the Company assesses whether there has been a significant increase in
credit risk since initial recognition.The Company considers the credit risk to be directly proportional to the delinquency status i.e.
Highlights
days past due of the loan under consideration. No further adjustments are made in the PD.
Business
When estimating ECLs 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. (Refer Note-6.1 for analysis of changes in the
gross carrying amount and the corresponding ECL allowances)
Grouping financial assets measured on a collective basis

The Company calculates ECL on a collective basis for all asset classes.
CSR
The Company combines these exposure into smaller homogeneous portfolios, based on the characteristics of the loans, as
described below:
a). Geographic location
b). Ticket size
ECL computation:
Directors
Board of
Conditional ECL at DPD pool level was computed with the following method:
Conditional ECL for year (yt) = EAD (yt) * conditional PD (yt) * LGD (yt) * discount factor (yt)
The Company measures ECL as the product of PD , LGD and EAD estimates for its Ind AS 109 specified financial assets.
The calculation is based on provision matrix which considers actual historical data adjusted appropriately for the future
expectations and probabilities. Proportion of expected credit loss provided for across the stage is summarised below:
As at As at
Particulars Provisions
Directors
March 31, 2024 March 31, 2023
Report
Stage 1 12 month provision 0.39% 0.33%
Stage 2 Life time provision 8.08% 7.01%
Stage 3 Life time provision 54.27% 49.33%
The loss rates are based on actual credit loss experience over past years. These loss rates are then adjusted appropriately to reflect
differences between current and historical economic conditions and the Company’s view of economic conditions over the expected
lives of the loan receivables.
MDA
Analysis of inputs to the ECL model under multiple economic scenarios
An overview of the approach to estimating ECLs is set out in Note 3.5 Summary of significant accounting policies. ECL on financial
assets is an unbiased probability weighted amount based out of possible outcomes after considering risk of credit loss even if
probability is low. ECL is calculated based on the following components
The following tables outline the impact of multiple scenarios on the allowance based on macro-economic factors considered:
CG Report
As at As at
Particulars
March 31, 2024 March 31, 2023
Best Case 10,866.65 10,642.19
Base Case 11,372.23 11,042.09
Worst Case 12,032.46 11,510.70
Analysis of credit concentration risks

The Company's concentrations of risk are managed by counterparty and geography. The maximum credit exposure to any individual
BRSR
client or counterparty as of March 31, 2024 was INR 60.25 Lakhs (March 31, 2023: INR 71.01 Lakhs).
The following table shows the risk concentration of loan portfolio by geography.
Tamil Nadu 300,961.73 244,781.19
Karnataka 60,554.37 45,368.90
Andhra Pradesh 355,175.06 224,992.53
Telangana 187,957.13 136,095.46
Five Star
ESG @
Others 59,410.77 40,245.13

Total 964,059.06 691,483.21
Note: The above risk concentration of loan portfolio excludes Inter-Corporate Deposits amounting to INR 20,306.14 lakhs as at
March 31, 2024 (March 31, 2023- INR 1,842.24 lakhs).
Financial
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179
Cash and bank balances
The Company held cash and cash equivalents with credit worthy banks and financial institutions as at the reporting dates which has
been measured on the 12-month expected loss basis. The credit worthiness of such banks and financial institutions are evaluated
by the management on an ongoing basis and is considered to be good with low credit risk.
Investments
Investments comprises of mutual funds and government securities in accordance with the investment policy. Govenment
securitites have sovereign rating and mutual fund investments are made with counterparties with low credit risk. The credit
worthiness is of these counterparties are evaluated on an ongoing basis.
Other Financial Assets

Other financial assets is primarily constituted by security deposits and other receivables. The Company does not expect any losses
from non-performance by these counter-parties.
(iii) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities
that are settled by delivering cash or another financial asset. The Company is bound to comply with the Asset Liability Management
guidelines issued by Reserve Bank of India. The Company has Asset Liability Management policy approved by the board and has
constituted Asset Liability Committee to oversee the liquidity risk management function of the Company. The Company’s approach
to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due,
under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.
The Company's principal sources of liquidity are borrowings, cash and cash equivalents and the cash flow that is generated from
operations.
The Company believes that the working capital is sufficient to meet its current requirements. Accordingly, no liquidity risk is
perceived.
Exposure to liquidity risk

The table below provides details regarding the undiscounted contractual maturities of financial liabilities and assets including
interest as at March 31, 2024:
Carrying Less than More than

Particulars 1-2 years 2-5 years
amount 1 year 5 years
Derivative Financial Instruments 60.87 - - 60.87 -
Trade payables 2,537.43 2,537.43 - - -
Debt Securities 29,535.38 5,838.27 2,406.11 27,761.00 -
Borrowings (Other than Debt Securities) 602,049.13 202,130.22 180,717.49 328,690.54 20,628.95
Other financial liabilities 9,970.89 7,858.73 1,049.69 1,593.75 172.37
Total (A) 644,153.70 218,364.65 184,173.29 358,106.16 20,801.32
Financial Assets
Cash and cash equivalents 153,439.93 153,439.93 - - -
Bank Balances other than cash and cash equivalents 13,727.54 4,104.88 3,487.46 5,428.21 1,390.28
Loans 968,507.25 387,868.69 347,462.49 790,046.99 192,639.01
Investments 10,768.73 10,938.88 - - -
Other Financial assets 5,680.88 950.08 182.70 4,692.34 182.63
Total (B) 1,152,558.79 557,302.46 351,132.65 800,602.00 194,211.92
180
Chairman's
Message
Carrying Less than More than
Particulars 1-2 years 2-5 years
amount 1 year 5 years
The table below provides details regarding the contractual maturities of financial liabilities and assets including interest as at
March 31, 2023:
Highlights
Business
Trade payables 2,009.01 2,009.01 - - -
Debt Securities 52,483.00 45,516.58 3,930.77 5,852.11 -
Borrowings (Other than Debt Securities) 372,244.91 130,840.29 109,638.82 197,225.87 10,053.69
Other financial liabilities 6,070.01 4,237.02 998.63 1,108.28 317.27
Total (A) 432,806.93 182,602.90 114,568.22 204,186.26 10,370.96
Financial Assets
CSR
Cash and cash equivalents 134,035.80 134,035.80 - - -
Bank Balances other than cash and cash equivalents 24,050.41 14,055.65 2,814.50 8,374.84 -
Loans 682,219.59 266,984.98 248,366.01 564,397.83 130,230.83
Investments 14,461.42 4,344.75 10,938.88 - -
Other Financial assets 3,212.42 759.19 180.28 2,428.02 89.82
Directors
Board of
Total (B) 858,325.73 420,180.37 262,299.67 575,546.78 130,320.65
(iv) Foreign Currency Risk

Foreign Currency risk is the risk that the value of a financial instrument will fluctuate due to changes in foreign exchange rates.
Foreign currency risk for the Company arise primarily on account of foreign currency borrowings. The Company manages this
foreign currency risk by entering in to cross currency swaps . When a derivative is entered in to for the purpose of being a hedge,
the Company negotiates the terms of those derivatives to match with the terms of the hedged exposure. The Company’s policy is to
Directors
Report
fully hedge its foreign currency borrowings at the time of drawdown and remain so till repayment.
The Company holds a derivative financial instrument of Cross currency swap to mitigate risk of changes in exchange rate in foreign
currency
The Counterparty for the contract is a bank. Derivatives are fair valued using inputs that are directly or indirectly observable in
market place.
MDA
CG Report
BRSR
Five Star
ESG @
Financial
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181
Disclosure of Effects of Hedge Accounting
Cash Flow Hedge
Impact of hedging instrument on balance sheet is, as follows:
As on 31st March 2024
Nominal Value of Changes in Value

Foreign Exchange Carrying Value Changes in Fair
Hedging Instrument of Hedged Item
Risk on Cash Flow No of INR Lakhs Value of Hedging Line Item in
INR Lakhs Maturity Date used as a Basis for
Hedge Contracts Instrument Balance Sheet
recognising hedge
Liability Asset Liability INR Lakhs
effectiveness
Cross Currency 2 11,841.00 434.46 60.87 March 30, 2022 to 27.50 193,69 Hedged Item-
Interest Rate Swap June 30, 2028 Borrowings
Hedging Instrument-
Derivative Financial
Instrument (Asset)
Line item affected in

Change in the Value of hedging Ineffectiveness recognised in Amount reclassified from
statement of Profit and
Cash Flow Hedge Instrument recognized in Other Profit and Loss Cash Flow hedge reserve
Loss because of the
Comprehensive Income ` Lakhs to Profit or Loss
reclassification
Foreign Exchange risk (165.20) - - NA
and exchange rate risk
As on 31st March 2023
Nominal Value of Changes in Value

Carrying Value Changes in Fair
182
Foreign Exchange Hedging Instrument of Hedged Item
Risk on Cash Flow No of INR Lakhs Value of Hedging Line Item in
INR Lakhs Maturity Date used as a Basis for
Hedge Contracts Instrument Balance Sheet
recognising hedge
Liability Asset Liability INR Lakhs
effectiveness
Cross Currency 1 7,591.00 346.09 - March 30, 2022 to 485.01 636.18 Hedged Item-
Interest Rate Swap December 27, 2026 Borrowings
Hedging Instrument-
Derivative Financial
Instrument (Asset)
Line item affected in

Change in the Value of hedging Ineffectiveness recognised in Amount reclassified from
statement of Profit and
Cash Flow Hedge Instrument recognized in Other Profit and Loss Cash Flow hedge reserve
Loss because of the
Comprehensive Income ` Lakhs to Profit or Loss
reclassification
Foreign Exchange risk (151.28) - - NA
and exchange rate risk
(v) Information Technology Risk
Technology risk Technology risk may arise from potential impact to IT systems and data because of hardware or software failure, human errors, as well as engineered cyber-attacks. In
an era where technology is an imperative to drive efficiency, effectiveness and innovation, it becomes essential for the NBFC to have well-defined policies and procedures, necessary
infrastructure and controls, and periodic audits to guard itself against any looming threats. The Company has implemented the Master Directions on Technology notified by the
Reserve Bank of India and has put in place the necessary policies, procedures, controls and governance mechanisms to mitigate this risk. In addition, the Company also undergoes
an IT audit by an independent firm on a yearly basis, has periodic vulnerability and penetration tests conducted by a third-party agency to identify and plug any loopholes in its
technology infrastructure, process controls and remediation preparedness. The IT Strategy Committee of the Company (supported by IT Steering Committee and Information Security
Committee) looks into all these aspects to protect the Company’s technology and data assets, and ensure adequate preparedness to manage these risks.
Chairman's
Message
48. Disclosures required as per RBI Circulars/Directives
A. Schedule to the Balance Sheet of a Non-Banking Financial Company as required under Master Direction - Reserve Bank of India (Non-
Banking Financial Company - Scale Based Regulation) Directions, 2023
Highlights
Particulars
Business
Amount Amount Amount Amount
Outstanding Overdue Outstanding Overdue
Liabilities side
1. Loans and Advances availed by the non-banking financial company, inclusive of interest accrued thereon but not paid^
a. Debentures
i. Secured 29,794.20 - 52,570.58 -
ii. Unsecured - - - -
b. Deferred Credits - - - -
CSR
c. Term Loans* 596,258.09 - 365,504.17 -
d. Inter-corporate loans and borrowings - - - -
e. Commercial Paper - - - -
f. Public Deposits - - - -
g. Other loans
i). Loans repayable on demand (secured) - From Banks 80.55 - 85.19 -
Directors
Board of
ii). Loans from related parties (unsecured) - - - -
iii). Term Loans from other parties (unsecured) 8,340.50 - 8,217.00 -
2. Break-up of (1) (f) above (outstanding public deposits inclusive

of interest accrued thereon but not paid) :
a. In the form of Unsecured debentures - - - -
Directors
b. In the form of party secured debentures i.e debentures - - - -
Report
where there is a shortfall in the value of security
c. Other public deposits - - - -
* includes borrowings under securitisation
^ The balances considered are without effective interest rate adjustments.
Amount outstanding Amount outstanding

Particulars
as on March 31, 2024 as on March 31, 2023
MDA
Assets side
3. Break-up of Loans and Advances, including Bills Receivables
a. Secured(net of impairment loss allowance) 948,282.34 680,384.41
b. Unsecured 20,224.91 1,835.18
4. Break up of Leased Assets and Stock on Hire and Other Assets counting towards AFC activities
CG Report
(i). Leased assets including lease rentals under Receivables
a. Financial lease - -
b. Operating lease - -
(ii). Stock on hire including hire charges under Receivables
a. Assets on hire - -
b. Repossessed assets - -
(iii). Other loans counting towards AFC activities
a. Loans where assets have been repossessed (net) - -
BRSR
b. Loans other than (i) above - -
5. Break-up of Investments
a. Current Investments
1. Quoted
i. Shares
Five Star
ESG @
a. Equity - -
b. Preference - -
ii. Debentures and Bonds - -
iii. Units of Mutual Funds - -
iv. Government Securities* 10,768.73 4,049.75
v. Others - -
Financial
* Includes investments in Treasury Bills, Government of India Strips and Government of India Fixed Rate Bonds.
Report
183
Amount outstanding Amount outstanding
Particulars
as on March 31, 2024 as on March 31, 2023
2. Unquoted
i. Shares
a. Equity - -
b. Preference - -
iv. Government Securities* - -
v. Others - -
b. Long-term Investments
1. Quoted
i. Shares
a. Equity - -
b. Preference - -
iv. Government Securities* - 10,411.67
v. Others - -
2. Unquoted
i. Shares
a. Equity - -
b. Preference - -
iv. Government Securities - -
v. Others - -
* Includes investments in Treasury Bills, Government of India Strips and Government of India Fixed Rate Bonds.
Amount [Net of Provisions]

As at As at
Particulars
March 31, 2024 March 31, 2023
Total Secured Total Secured
6. Borrower group-wise classification of assets financed in 3 and 4 above

a. Related Parties - - - -
i. Subsidiaries - - - -
ii. Companies in the same group - - - -
iii. Other Related Parties - - - -
b. Other than Related Parties 968,507.25 948,201.11 682,219.59 680,377.35
Total 968,507.25 948,201.11 682,219.59 680,377.35
As atMarch 31, 2024 As at March 31, 2023

Category Market value / Book Value Market value / Book Value
breakup or Fair (Net of breakup or Fair (Net of
value or NAV Provisions) value or NAV Provisions)
7. Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)
a. Related Parties - - - -
i. Subsidiaries - - - -
ii. Companies in the same group - - - -
iii. Other Related Parties - - - -
b. Other than Related Parties 10,619.58 10,768.73 14,371.06 14,461.42
Total 10,619.58 10,768.73 14,371.06 14,461.42
184
Chairman's
Message
As at As at
Particulars
March 31, 2024 March 31, 2023
8. Other Informations
a. Gross Non-Performing Assets (stage 3 assets)
Highlights
i. Related Parties - -
Business
ii. Other than Related Parties 13,283.99 9,393.85
b. Net Non-Performing Assets (stage 3 assets)
i. Related Parties - -
ii. Other than Related Parties 6,075.36 4,759.66
c. Assets acquired in satisfaction of debt - -
Disclosure pursuant to Reserve Bank of India Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale
CSR
Based Regulation) Directions, 2023
B. Derivatives (Forward rate agreement / interest rate swap)
(i) Notional Principal of Swap Accounts 11,841.00 7,591.00
(ii) Losses which would be incurred of counter parties failed to fulfill their obligations under the agreement - -
(iii) Collateral required by the applicable NBFC upon entering into swaps - -
(iv) Concentration of credit risk arising from Swaps - -
Directors
Board of
(v) The fair value of the swap Book 373.59 346.09
The Company has hedged its foreign currency borrowings through cross currency swaps. For Accounting Policy & Risk Management
Policy. (Refer note no. 3.21 and 47(iv))
Exchange traded interest rate derivatives

The Company has not traded in exchange traded interest rate derivative during the current and previous year.
Directors
Report
Disclosures on risk exposure in derivatives
Qualitative Disclosure
Details for qualitative disclosure are part of accounting policy as per financial statements. (refer note no. 3.22)
(i) Derivatives (notional principal amount) for hedging 11,841.00 7,591.00
(ii) Marked to market positions
(a) Asset 434.46 346.09
(b) Liability 60.87 -
MDA
(iii) Credit Exposure - -
(iv) Unhedged Exposures - -
C. Investments
1. Value of Investments
i. Gross value of investments
CG Report
a. In India 10,768.73 14,461.42
b. Outside India - -
ii. Provision for depreciation
a. In India - -
iii. Net value of investments
a. In India 10,768.73 14,461.42 BRSR
2. Movement of provisions held towards depreciation on investments
i. Opening balance - -
ii. Add : Provisions made during the year - -
iii. Less : Write-off / write-back of excess provisions during the year - -
iv. Closing balance - -
Five Star
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185
As at As at
Particulars
March 31, 2024 March 31, 2023
D. Exposure to Real Estate Sector
1. Direct exposure
i. Residential Mortgages*
Lending fully secured by mortgages on residential property that is or will be occupied 960,483.80 686,901.26
by the borrower or that is rented
ii. Commercial Real Estate
Lending secured by mortgages on commercial real estates (office buildings, retail space, 3,575.26 4,581.95
multi-purpose commercial premises, multi-family residential buildings, multi-tenanted
commercial premises, industrial or warehouse space, hotels, land acquisition, development
and construction, etc.).
iii. Investments in Mortgage Backed Securities (MBS) and other securitised exposures
a. Residential - -
b. Commercial Real Estate - -
Total exposure to Real Estate sector (gross) 964,059.06 691,483.21
* Represents gross carrying amount as at the reporting date which are secured by underlying mortgaged properties.
Note: The above exposure excludes Inter-Corporate Deposits amounting to INR. 20,306.14 lakhs as at March 31, 2024
(INR. 1,842.24 lakhs as at March 31, 2023).
E. Customer Complaints
No. of complaints pending at the beginning of the year - 1
No. of complaints received during the year 152 90
No. of complaints redressed during the year 150 91
No. of complaints pending at the end of the year 2 -
F. Exposure to Capital Market

The Company does not have any exposure to capital market and hence this disclosure is not applicable.
G. Concentration of Advances
Total Advances to twenty largest borrowers 744.27 758.55
Percentage of Advances to twenty largest borrowers to Total Advances of the NBFC 0.08% 0.11%
Note: The above concentration of advances excludes Inter-Corporate Deposits amounting to INR 20,306.14 lakhs as at March 31, 2024
( INR 1,842.24 lakhs as at March 31, 2023).
H. Concentration of exposures
Total exposure to twenty largest borrowers 744.27 758.55
Percentage of exposures to twenty largest borrowers to Total exposure of the NBFC 0.08% 0.11%
The above exposure denotes gross carrying amount
Note: The above concentration of exposure excludes Inter-Corporate Deposits amounting to INR 20,306.14 lakhs as at March 31, 2024
( INR 13,821.88 lakhs as at March 31, 2023).
I. Concentration of NPAs (Stage 3 assets)

Total exposure to top four NPA accounts(Stage 3 assets) 86.23 89.24
J. Ratings assigned by Credit Rating Agencies

The Credit Analysis & Research Limited (CARE), CRISIL Limited (CRISIL) and ICRA Limited (ICRA) have assigned ratings for the
various facilities availed by the Company, details of which are given below:
Commercial Paper
- CARE A1+ A1+
Long term Bank Facilities
- CARE AA- A+
- ICRA AA- AA-
- India Rating AA- AA-
Short term bank facilities
- CARE A1+ A+
Non Convertible Debentures
- CARE AA- -
- ICRA AA- AA-
186
Chairman's
Message
As at As at
Particulars
March 31, 2024 March 31, 2023
K. Sector-wise Gross NPAs (Stage 3 assets)
Agriculture & allied activities - -
Highlights
MSME* - -
Business
Corporate borrowers - -
Services* 1.56% 1.43%
Unsecured personal loans - -
Auto loans (commercial vehicles) - -
Other personal loans 1.12% 1.21%
* Represents small business loans given to borrowers involved in manufacturing/service sectors.
The above sector-wise NPA and advances is based on the data available with the company.
CSR
L. Movement of NPAs (Stage 3 assets)
Gross NPAs to Net Advances (%) 1.38% 1.36%
Net NPAs to Net Advances (%) 0.63% 0.69%
Movement of NPAs (Gross)
(a) Opening balance 9,393.85 5,304.99
Directors
Board of
(b) Additions during the year 6,463.74 6,893.32
(c) Reductions during the year (2,573.60) (2,804.46)
(e) Closing balance 13,283.99 9,393.85
Movement of Net NPAs

(b) Additions during the year 2,287.75 3,088.98
Directors
Report
(c) Reductions during the year (972.05) (1,783.36)
(d) Closing balance 6,075.36 4,759.66
Movement of provisions for NPAs (excluding provisions on standard assets)

(b) Provisions made during the year 4,175.99 3,804.34
(c) Write-off / write-back of excess provisions (1,601.55) (1,021.10)
MDA
(d) Closing balance 7,208.63 4,634.19
*Includes write-off of INR 784.33 lakhs for the year ended March 31, 2024.(for the year ended March 31, 2023 INR 1,199.22 lakhs )
Regulator Registration No.
M. Other Regulator - Registration details

i. Ministry of Corporate Affairs L65991TN1984PLC010844
CG Report
ii. Reserve Bank of India B-07.00286
iii. National Housing Bank* 05.0134.16
*Certificate of Registration has been surrended to NHB on June 5, 2020
N. Disclosure of penalties imposed by RBI and other regulators

There were no penalties imposed on the Company for the year ended March 31, 2024. The Company has paid a fine of Rs. 1,15,640
imposed by BSE for delay in considering & reporting of Financial results by fourteen days for the period ended September 2022 to BRSR
the stock exchange, under Regulations 50(1), 52, 54(2) of SEBI LODR, 2015.
O. Details of Single Borrower Limit (SGL)/ Group Borrower Limit (GBL)

The Company has not exceeded the Single Borrower Limit (SGL)/ Group Borrower Limit (GBL) during the year ended March 31, 2024
and March 31, 2023.
Five Star
P. Overseas assets (for those with joint ventures and subsidiaries abroad)
ESG @
The Company does not have any joint ventures and subsidiaries abroad during the year ended March 31, 2024 and March 31, 2023 and
hence this disclosure is not applicable.
Q. Details of financing of parent company products

The Company does not have a parent company and hence this disclosure is not applicable.
Financial
Report
187
As at As at
Particulars
March 31, 2024 March 31, 2023
R. Details of non-performing financial assets purchased/ sold
The Company has not purchased any non-performing assets during the financial year ended March 31, 2024 and March 31, 2023.
S. Details of unsecured advances

The Company has unsecured Intercorporate deposits amounting to INR 20,306.14 lakhs as at March 31, 2024 (March 31, 2023 - INR
1,842.24 lakhs ).
The company has not financed any unsecured advances against intangible securities such as rights, licenses, authority etc. as
collateral security.
T. Off-Balance Sheet SPVs sponsored

The Company does not have Off-Balance Sheet SPVs sponsored, which are required to be consolidated as per the accounting norms,
during the financial year ended March 31, 2024 and March 31, 2023.
U. Remuneration to non-executive directors

The Company has incurred commission of INR 37.50 Lakhs and sitting fee of INR 35.60 lakhs during the year ended March 31, 2024
(March 31, 2023: Commission - INR 30.00 lakhs, sitting fee - INR 50.70 lakhs)
V. Draw down from reserves

The Company has not made any draw down from reserves during the year ended March 31, 2024 and March 31, 2023.
W. Provisions and Contingencies

Category-wise Break up of 'Provisions and Contingencies' shown in the Statement of Profit and Loss (including other comprehensive
Income)
Provisions for depreciation on investment - -
Provision towards non-performing assets* 3,358.76 3,982.46
Provision made towards income tax 29,883.16 20,715.40
Provision for compensated absences 1358.66 830.81
Provision for gratuity 729.87 541.35
Provision for standard assets# 2,177.66 (1,967.76)
* Represents impairment loss allowance on stage 3 assets - Includes write-off of INR 784.33 lakhs ( March 31, 2023 - INR 1,199.22 lakhs)
X. Gold Loan Portfolio

The Company has not provided loan against gold during the year ended March 31, 2024 and March 31, 2023.
Y. Related Party Transaction

Details of all material transactions with related parties are disclosed in Note 42.
Z. Net Profit or Loss for the period, prior period items and changes in accounting policies
There are no prior period items that have impact on the current year’s profit and loss.
AA. Revenue Recognition

There have been no instances in which revenue recognition has been postponed pending the resolution of significant uncertainties.
AB. Ind As 110 – Consolidated Financial Statements (CFS)

The Company does not have any Subsidiary, Associate or Joint venture and hence is not required to prepare Consolidated financial
statement.
S.No. No. of Significant Counterparties Amount (` in lakhs) % of Total Liabilities
AC. Public disclosure on Liquidity Risk

(i) Funding Concentration based on significant counterparty (borrowings)
1 24 568,441.35 87.55%
(ii) Top 20 large deposits (amount in Rs. and % of total deposits): Not Applicable
188
Chairman's
Message
S.No. No. of Significant Counterparties Amount (` in lakhs) % of Total Borrowings
(iii) Top 10 borrowings (amount in Rs. and % of total borrowings)

1 Total of top 10 borrowings 267,295.92 42.33%
Highlights
Business
S.No. No. of Significant Counterparties Amount (` in lakhs) % of Total Liabilities
(iv) Funding Concentration based on significant instrument/product

1 Non-Convertible Debentures 29,535.38 4.55%
2 Term Loan 484,783.03 74.67%
3 Securitisation 108,900.96 16.77%
4 External commercial borrowings 8,284.59 1.28%
S.No. Name of the Instrument / Product Percentage
CSR
(v) Stock Ratios
1 Commercial papers as a % of total public funds, total liabilities and total assets Nil
2 Non-convertible debentures (original maturity of less than one year) as a % of total public funds, total liabilities and total
assets Nil
3 Other short-term liabilities, if any as a % of total public funds 26.30%
Directors
Board of
4 Other short-term liabilities, if any as a % of total liabilities 25.58%
5 Other short-term liabilities, if any as a % of total assets 14.34%
(vi) Institutional set-up for liquidity risk management

Liquidity risk is defined as the risk that the Company will encounter difficulty in meeting obligations associated with financial
liabilities that are settled by delivering cash or another financial asset. Liquidity risk arises because of the possibility that the
Company might be unable to meet its payment obligations when they fall due as a result of mismatches in the timing of the cash
Directors
Report
flows under both normal and stress circumstances. Such scenarios could occur when funding needed for illiquid asset positions is
not available to the Company on acceptable terms. To limit this risk, management has arranged for diversified funding sources and
adopted a policy of availing funding in line with the tenor and repayment pattern of its receivables and monitors future cash flows
and liquidity on a daily basis. The Company has developed internal control processes and contingency plans for managing liquidity
risk. This incorporates an assessment of expected cash flows and the availability of unencumbered receivables which could be
used to secure funding by way of assignment if required. The Company also has lines of credit that it can access to meet liquidity
needs. These are reviewed by the Asset Liability Committee (ALCO) on a monthly basis. The ALCO provides strategic direction and
guidance on liquidity risk management. A sub-committee of the ALCO, comprising members from the Treasury and Risk functions,
MDA
monitor liquidity risks on a monthly basis and decisions are taken on the funding plan and levels of investible surplus, from the
ALM perspective. This sets the boundaries for daily cash flow management.
Definitions:
"Significant counterparty" is defined as a single counterparty or group of connected or affiliated counterparties accounting in
CG Report
aggregate for more than 1% of the total liabilities.
"Significant instrument/product" is defined as a single instrument/product of group of similar instruments/products which in

aggregate amount to more than 1% of the total liabilities.
Public funds includes funds raised either directly or indirectly through public deposits, inter-corporate deposits, bank finance and
all funds received from outside sources such as funds raised by issue of Commercial Papers, debentures etc. but excludes funds
raised by issue of instruments compulsorily convertible into equity shares within a period not exceeding 5 years from the date of BRSR
issue.
Total assets represents total assets as per the Balance Sheet netted off by intangible assets.
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189
Disclosure pursuant to Reserve Bank of India Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023
AD. Asset Liability Management - Maturity pattern of certain items of assets and liabilities
Over 1 to 2 Over 2 to 3 Over 3 to 6 Over 6 months Over 1 to 3 Over 3 to 5 Over 5

Particulars 1-7 Days 8-14 Days 15-31 Days Total
months months months to 1 year years years years
Advances* 4.25 0.83 10,064.24 10,906.51 11,085.18 35,635.29 78,030.73 338,978.49 318,850.87 169,977.45 973,533.84
Investments - - - 10.80 4,244.98 6,512.94 - - - - 10,768.73
Borrowings 1,532.90 3,264.08 8,121.85 10,759.34 15,839.99 37,739.73 77,076.81 292,020.55 160,395.98 19,381.61 626,132.84
Foreign Currency - - - - - - 1,668.10 6,672.40 - - 8,340.50
Liabilities
*The above advances excludes Inter-Corporate Deposits amounting to INR 20,306.14 lakhs as at March 31, 2024
Over 1 to 2 Over 2 to 3 Over 3 to 6 Over 6 months Over 1 to 3 Over 3 to 5 Over 5

Particulars 1-7 Days 8-14 Days 15-31 Days Total
months months months to 1 year years years years
Advances* 11.46 0.49 5,599.17 7,944.90 8,056.38 26,245.96 57,992.38 247,909.30 230,838.60 110,168.20 694,766.84
Investments - - - 16.95 69.16 103.75 3,859.89 10,411.67 - - 14,461.42
Borrowings 999.83 477.64 36,033.64 9,146.08 15,019.75 32,633.18 51,095.18 163,823.82 99,737.00 9,193.81 418,159.93
Foreign Currency - - - - - - - 3,286.80 4,930.20 - 8,217.00
190
Liabilities
*The above advances excludes Inter-Corporate Deposits amounting to INR 1,842.24 lakhs as at March 31, 2023
Notes:
- The balances considered are without netting of impairment loss allowance (for stage 1 and stage 2 assets) and effective interest rate adjustments
- The classification of various components of assets and liabilities into different time buckets disclosed in the “Asset Liability Management - Maturity pattern of certain items of
assets and liabilities” table above is based on RBI Directions.

AE. Disclosures in respect of fraud as per the Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023
More than INR 1 Lakh less

Less than INR 1 Lakh than INR 25 Lakh Above INR 25 Lakh Total
Particulars
Number of ` in Number of ` in Number of ` in Number of ` in
Instances lakhs Instances lakhs Instances lakhs Instances lakhs
Staff - - - - - - - -
Outsiders 4 2.00 2 2.29 - - 6 4.29
Total 4 2.00 2 2.29 - - 6 4.29
Type of fraud:
Cash Mishandling** - - - - - - - -
Theft/Burglary 4 2.00 2 2.29 - - 6 4.29
Others - - - - - - - -
Total 4 2.00 2 2.29 - - 6 4.29
AF. Disclosures Pursuant to Reserve Bank of India Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023
As per the Guidelines on Liquidity Risk Management Framework for NBFCs issued by RBI vide notification no. RBI/2019-20/88 DOR.NBFC (PD) CC. No.102/03.10.001/2019-20, all non-
deposit taking NBFCs with asset size more than INR 5000 Crores are required to maintain Liquidity Coverage Ratio (LCR) from December 1, 2020, with the minimum LCR to be 60%,
progressively increasing, till it reaches the required level of 100%, by December 1, 2024.
Quarter ended Quarter ended Quarter ended Quarter ended

30 June 2023 30 September 2023 31 December 2023 31 March 2024
Particulars Total Total Total Total Total Total Total Total

Unweighted Weighted Unweighted Weighted Unweighted Weighted Unweighted Weighted
Value Value Value Value Value Value Value Value
(average) (average) (average) (average) (average) (average) (average) (average)
High Quality Liquid Assets

1. Total High Quality Liquid Assets (comprise of cash 25,147.15 25,147.15 23,392.89 23,392.89 24,723.90 24,723.90 23,675.28 23,675.28
on hand and demand deposits with Scheduled
Commercial Banks and unencumbered
Government Securities)
Cash outflows
2. Deposits (for deposit taking companies) - - - - - - - -
3. Unsecured wholesale funding - - - - - - - -
4. Secured wholesale funding 21,196.97 24,376.51 15,302.91 17,598.35 14,950.59 17,193.18 18,075.71 20,787.07
5. Additional requirements, of which - - - - - - - -
191
(i) Outflows related to derivative exposures an - - - - - - - -
other collateral requirements
(ii) Outflows related to loss on funding on - - - - - - - -
debt products
(iii) Credit and liquidity facilities - - - - - - - -
6. Other contractual funding obligations - - - - - - - -
7. Other contingent funding obligations 6,641.61 7,637.85 5,919.44 6,807.36 6,840.30 7,866.34 7,974.12 9,170.23
Total Adjusted Value Total Adjusted Value Total Adjusted Value Total Adjusted Value
8. Total cash outflows 27,838.58 32,014.36 21,222.35 24,405.71 21,790.89 25,059.52 26,049.83 29,957.30
Cash Inflows
9. Secured Lending 21,761.66 16,321.25 23,746.75 17,810.06 25,729.97 19,297.48 27,837.29 20,877.97
10. Inflows from fully performing exposures - - - - - - - -
11. Other cash inflows 90,193.58 67,645.18 89,566.44 67,174.83 116,682.42 87,511.81 104,475.96 78,356.97
12. Total cash inflows 111,955.24 83,966.43 113,313.19 84,984.89 142,412.39 106,809.29 132,313.25 99,234.94
13. Total HQLA 25,147.15 23,392.89 24,723.90 23,675.28
14. Total Net cash outflows 8,003.59 6,101.43 6,264.88 7,489.33
15. Liquidity Coverage Ratio (%) 314% 383% 395% 316%

AF. Disclosures in respect of fraud as per the Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023
Quarter ended Quarter ended Quarter ended Quarter ended
30 June 2022 30 September 2022 31 December 2022 31 March 2023
Particulars Total Total Total Total Total Total Total Total

Unweighted Weighted Unweighted Weighted Unweighted Weighted Unweighted Weighted
Value Value Value Value Value Value Value Value
(average) (average) (average) (average) (average) (average) (average) (average)
High Quality Liquid Assets

1. Total High Quality Liquid Assets (comprise of cash 29,355.74 29,355.74 22,772.07 22,772.07 22,919.35 22,919.35 21,829.49 21,829.49
on hand and demand deposits with Scheduled
Commercial Banks and unencumbered
Government Securities)
Cash outflows
2. Deposits (for deposit taking companies) - - - - - - - -
3. Unsecured wholesale funding - - - - - - - -
4. Secured wholesale funding 13,288.24 15,281.48 16,611.36 19,103.07 15,592.62 17,931.51 19,145.19 22,016.97
5. Additional requirements, of which - - - - - - - -
(i) Outflows related to derivative exposures an - - - - - - - -
other collateral requirements
192
(ii) Outflows related to loss on funding on debt products - - - - - - - -
(iii) Credit and liquidity facilities - - - - - - - -
6. Other contractual funding obligations - - - - - - - -
7. Other contingent funding obligations 19,859.16 22,838.03 13,013.70 14,965.75 8,043.48 9,250.00 3,055.56 3,513.89
8. Total cash outflows 33,147.40 38,119.51 29,625.06 34,068.82 23,636.10 27,181.51 22,200.75 25,530.86
Cash Inflows
9. Secured Lending 16,064.17 12,048.13 16,934.71 12,701.03 18,372.20 13,779.14 20,466.34 15,349.75
10. Inflows from fully performing exposures - - - - - - - -
11. Other cash inflows 46,501.20 34,875.90 31,364.72 23,523.54 29,332.55 21,999.42 57,678.73 43,259.05
12. Total cash inflows 62,565.38 46,924.03 48,299.43 36,224.57 47,704.75 35,778.56 78,145.07 58,608.80
Total Adjusted Value Total Adjusted Value Total Adjusted Value Total Adjusted Value
13. Total HQLA 29,355.74 22,772.07 22,919.35 21,829.49

14. Total Net cash outflows 9,529.88 8,517.21 6,795.38 6,382.72
15. Liquidity Coverage Ratio (%) 308% 267% 337% 342%
Chairman's
Message
Notes:
1. The average weighted and unweighted amounts are calculated based on simple average of daily observations for the quarters
ended June 30, 2023, September 30, 2023, December 31, 2023 and March 31, 2024. The weightage factor applied to compute
weighted average value is constant for all the quarters.
Highlights
2. Prior to introduction of LCR framework, the company used to maintain a substantial share of its liquidity in form of fixed
Business
deposits with banks and investment in mutual funds. Post the introduction of LCR framework, the Company has consciously
worked towards increasing its investment in High Quality Liquid Assets (HQLA) as per the RBI guidelines.
3. Weighted values have been calculated after the application of respective haircuts (for HQLA) and stress factors on inflow and
outflow.
4. The disclosures above are based on the information and records maintained and compiled by the management and have
been relied upon by the auditors.
5. RBI has mandated minimum liquidity coverage ratio (LCR) of 60% to be maintained by December 2022, which is to be gradually
CSR
increased to 100% by December 2024. The Company has LCR of 316% as of March 31, 2024 as against the LCR of 85% mandated
by RBI.
Qualitative information:
1. The Company has implemented the guidelines on Liquidity Risk Management Framework prescribed by the Reserve Bank
of India requiring maintenance of Liquidity Coverage Ratio (LCR), which aim to ensure that an NBFC maintains an adequate
Directors
Board of
level of unencumbered HQLAs that can be converted into cash to meet its liquidity needs for a 30 calendar day time horizon
under a significantly severe liquidity stress scenario.
2. LCR = Stock of High-Quality Liquid Assets (HQLAs)/Total Net Cash Outflows over the next 30 calendar days.
3. HQLAs comprise of cash on hand, demand deposits with Scheduled Commercial Banks and Unencumbered government
securities.
4. Total net cash outflows are arrived after taking into consideration total expected cash outflows minus total expected cash
inflows for the subsequent 30 calendar days. As prescribed by RBI, total net cash outflows over the next 30 days = Stressed
Directors
Report
Outflows - [Min (stressed inflows; 75% of stressed outflows)]. Total expected cash outflows (stressed outflows) are calculated
by multiplying the outstanding balances of various categories or types of liabilities and off-balance sheet commitments
by 115% (15% being the rate at which they are expected to run off further or be drawn down). Total expected cash inflows
(stressed inflows) are calculated by multiplying the outstanding balances of various categories of contractual receivables by
75% (25% being the rate at which they are expected to under-flow).
5. Other cash inflows” include mutual funds and callable fixed deposits maturing within 30 days.
6. The Liquidity Risk Management framework of the Company is governed by its Liquidity Risk Management Policy and
MDA
Procedures approved by the Board. The Asset Liability Management Committee (ALCO) oversees the implementation of
liquidity risk management strategy of the Company and ensure adherence to the risk tolerance/limits set by the Board.
7. The Company maintains a funding profile with no undue concentration of funding sources. In order to ensure a diversified
borrowing mix, concentration of borrowing through various sources is monitored. Further, the Company has prudential
limits on investments in different instruments. There is no currency mismatch in the LCR. The above is periodically
monitored by ALCO.
CG Report
BRSR
Five Star
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193
AG. Disclosure as per format prescribed under notification RBl/2020-21/16 DOR No BP BC/3/21.04 048/2020-21 dated August 06, 2020 and RBI/2021-22/31/DOR.STR.REC.11/21.04.048/2021-
22 dated May 05, 2021 for the year ended March 31, 2024 (borrowers who has been provided restructuring under RBI Resolution Framework – 2.0):
Exposure to accounts classified

Exposure to accounts classified as
Of (A), aggregate debt Of (A) amount Of (A) amount paid as Standard consequent to
Standard consequent to implementation
Type of borrower** that slipped into NPA written off during by the borrowers implementation of resolution
of resolution plan – Position as at the
during the year the year during the year plan – Position as at the end of
end of the previous year (A)
the year
Personal Loans 1,770.79 132.17 2.44 261.08 1,375.10

Corporate persons* - - - - -
Of which MSMEs - - - - -
Others 3,326.23 340.97 8.43 550.92 2,425.91
Total 5,097.02 473.14 10.87 812.00 3,801.01
*As defined in Section 3(7) of the Insolvency and Bankruptcy Code, 2016.
** Classification of borrowers is based on the data available with the Company and has been relied upon by the auditors. Above loans are secured wholly by mortgage of property.
194
Chairman's
Message
As at As at
Particulars
March 31, 2024 March 31, 2023
AH. Disclosure pertaining to RBI Master Direction - RBI/DOR/2021-22/85 DOR.STR.REC.53/21.04.177/2021-22 Reserve Bank of India
(Securitisation of Standard Assets) Directions, 2021 dated September 24, 2021
Highlights
Details of Securitisation during the year Securitisation of Assets
Business
1. No of Special Purpose Vehicle's (SPV's) sponsored by the NBFC for securitisation transactions (Nos.) 13.00 15.00
2. Total amount of securitised assets as per books of the SPVs sponsored by the NBFC 109,052.11 96,153.62
3. Total amount of exposures retained by the NBFC to comply with Minimum Retention Ratio
(MRR) as on the date of balance sheet
a) Off-balance sheet exposures
- First loss - -
- Others - -
CSR
b) On-balance sheet exposures
- First loss 34,545.83 32,350.19
- Others - -
4. Amount of exposures to securitisation transactions other than MRR
a) Off-balance sheet exposures
i) Exposure to own securitisations
Directors
Board of
- First loss - -
- Others - -
b) On-balance sheet exposures
i) Exposure to own securitisations
- First loss - -
- Others (Receivables from SPV's for Assets De-recognised) - -
ii) Exposure to third party securitisations
Directors
Report
- First loss - -
- Others - -
5. Sale consideration received for securitised assets and gain or loss on account of 58,416.82 80,956.24
sale of Securitisation during the year
6. Form and quantum (outstanding value) of services provided by way of, liquidity support,
post-securitisation asset servicing, etc.
- First loss 34,545.83 32,350.19
MDA
- Others - -
7. Performance of facility provided (Credit Enhancement)
(a) Amount Paid - -
(b) Repayment received - -
(c) Outstanding Amount 34,545.83 32,350.19
8. Average default rate of portfolio*
CG Report
(a) Loan agaisnt property 0.03%- 0.80% 0.03%- 0.80%
9. Additional/top up loan given on the same underlying asset.
- Amount (Lakhs) 5,419.47 3,595.26
- Number 3,223.00 2,217.00
10. Investor Complaints
(a) Received - -
(b) Outstanding - - BRSR
The Company had additionally consummated 2 transactions during the financial year ended March 31, 2021 under the partial credit
guarantee scheme of the Government of India. The above disclosure does not include the details pertaining to these transactions.
The amount payable towards such transactions as at March 2024 aggregates to INR 454.24 lakhs. (As at March 31, 2023 - INR 4015.56
lakhs) and first loss credit enhancement towards such transactions as at March 31, 2024 is INR 5,870.37 lakhs (As at March 31, 2023 -
INR 6,119.65 lakhs)
Five Star
*The period considered is from the date of initiation of the securitisation transactions till the period then ended.
ESG @
Financial
Report
195
AI. Disclosure pertaining to RBI Master Direction - RBI/DOR/2021-22/86 DOR.STR.REC.51/21.04.048/2021-22 Reserve Bank of India
(Transfer of Loan Exposures) Directions, 2021 dated September 24, 2021
Details of Assignments during the year
a). The Company has not transferred any loans during year ended March 31, 2024.
b). The Company has not acquired any loans (not in default) through assignment during the financial year ended March 31, 2024.
c). The Company has neither acquired nor transferred any stressed loans during the year ended March 31, 2024.
The securitised loans disclosed in the above notes (i.e 48-AH) do not qualify for de-recognition under Ind-AS. Nevertheless, the
information in the notes is presented to ensure compliance with the RBI disclosure requirements.
The Company has neither entered into any assignment transaction nor sold financial assets to Securitisation / Reconstruction
Company for Asset Reconstruction. Hence the related disclosures are not applicable.
196
AJ. Disclosure pursuant to Reserve Bank of India Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023
Comparison between Ind AS 109 provisions and IRAC Norms
As at 31 March 2024
Asset Asset Gross carrying Loss allowances Provision required Difference between Ind
Net Carrying
Classification as Classification as amount as per (Provisions) as required as per IRACP AS 109 provisions and
Amount
per RBI norms per Ind AS 109 Ind AS under Ind AS 109 norms IRACP norms
Performing assets
Standard assets Stage 1 908,327.22 3,576.96 904,750.26 3,801.94 (224.98)
Stage 2 62,753.99 5,072.36 57,681.63 472.70 4,599.66
Subtotal 971,081.21 8,649.32 962,431.89 4,274.64 4,374.68
Non -Performing assets*
Substandard Stage 3 5,769.87 1,545.62 4,224.25 473.65 1,071.97
Subtotal for Substandard 5,769.87 1,545.62 4,224.25 473.65 1,071.97
Doubtful
Upto 1 year Stage 3 4,586.92 3,435.93 1,150.99 677.24 2,758.69
1 to 3 years Stage 3 2,810.86 2,140.56 670.30 551.49 1,589.07
More than 3 years Stage 3 116.34 86.52 29.82 44.75 41.77
Subtotal for doubtful 7,514.12 5,663.01 1,851.11 1,273.48 4,389.53
Loss assets Stage 3 - - - - -
Subtotal for NPA 13,283.99 7,208.63 6,075.36 1,747.13 5,461.50
Total 984,365.20 15,857.95 968,507.25 6,021.77 9,836.18
197
As at 31 March 2023
Performing assets
Standard assets Stage 1 618,839.49 2,030.55 616,808.94 2,665.36 (634.81)
Stage 2 63,249.87 4,434.05 58,815.82 575.77 3,858.28
Subtotal 682,089.36 6,464.60 675,624.76 3,241.13 3,223.47
Non -Performing assets*
Substandard Stage 3 5,541.72 1,403.23 4,138.50 501.65 901.58
Subtotal for Substandard 5,541.72 1,403.23 4,138.50 501.65 901.58
Doubtful
Upto 1 year Stage 3 3,734.14 3,130.45 603.70 599.60 2,530.85
1 to 3 years Stage 3 117.98 100.52 17.46 28.80 71.72
More than 3 years Stage 3 - - - - -
Subtotal for doubtful 3,852.12 3,230.97 621.16 628.40 2,602.57
Loss assets Stage 3 - - - - -
Subtotal for NPA 9,393.85 4,634.20 4,759.66 1,130.05 3,504.15
Total 691,483.21 11,098.80 680,384.42 4,371.18 6,727.62
Note:Provision required as per IRACP norms includes provision calculated on Securitised portfolio

AK. In terms of the requirement as per RBI notifications no. RBI/2019-20/170 DOR (NBFC).CC. PD No. 109/22.10.106/2019-20 dated March
13, 2020 on implementation of Indian accounting standards, Non-Banking Financial Companies (NBFCs) are required to create an
impairment reserve for any shortfall in impairment allowances under Ind AS 109 and Income recognition, Asset Classification and
Provisioning (IRACP) Norms (including provision on standard assets). The impairment allowances under Ind AS 109 made by the
Company exceeds the total provision required under IRACP (including standard asset provisioning) and accordingly, no amount is
required to be transferred to impairment reserve.
On November 12, 2021, the Reserve Bank of India (RBI) had issued circular no. RBI/2021-2022/125 DOR.STR.REC.68/21.04.048/2021-22,
requiring changes to and clarifying certain aspects of Income Recognition, Asset Classification and Provisioning norms (IRACP
norms) pertaining to Advances.
Effective October 1, 2022, the Company implemented the requirements on upgradation of accounts classified as NPA as clarified
in RBI Circular on Prudential norms on Income Recognition, Asset Classification and Provisioning pertaining to Advances –
Clarifications dated November 12, 2021 and February 15, 2022, on upgradation of accounts classified as NPA.
198
AL. Disclosures as per RBI/2022-23/26 DOR.ACC.REC.No/21.04.018/2022-23 dated April 19, 2022
As at 31 March 2024 As at 31 March 2023
S. Total Exposure (includes Percentage of Gross Total Exposure (includes Percentage of Gross
Sectors on balance sheet and off- Gross NPAs NPAs to total exposure on balance sheet and off- Gross NPAs NPAs to total exposure
No.
balance sheet exposure) in that sector balance sheet exposure) in that sector
i) Sector wise exposures*

1. Agriculture and Allied Activities - - 0.00% - - -
2. Industry - - 0.00% - - 0.00%
3. Services - - 0.00% - - 0.00%
Others 525,149.78 8,651.68 1.65% 461,713.93 6,617.95 1.43%
Total of Services 525,149.78 8,651.68 1.65% 461,713.93 6,617.95 1.43%
4. Personal Loans
i) Housing Loans 42,308.79 180.76 0.43% 400.13 11.34 2.83%
Others - - - - - -
Total Personal Loans 42,308.79 180.76 0.43% 400.13 11.34 2.83%
5. Others (Specify) 396,600.49 4,451.55 1.12% 229,369.15 2,764.56 1.21%
Total 964,059.06 13,283.99 1.38% 691,483.21 9,393.85 1.36%
*The amounts disclosed above excludes Inter-Corporate Deposits amounting to INR 20,306.14lakhs as at March 31, 2024. (March 31, 2023 - INR 1,842.24 lakhs)
Current Previous
Particulars
Year Year
199
ii) Disclosure of complaints
Summary information on complaints received by the NBFCs from customers and from the Offices of Ombudsman
Complaints received by the NBFC from its customers
1. Number of complaints pending at beginning of the year - 1
2. Number of complaints received during the year 32 13
3. Number of complaints disposed during the year 30 14
3.1. Of which, number of complaints rejected by the NBFC - -
4. Number of complaints pending at the end of the year 2 -
Maintainable complaints received by the NBFC from Office of Ombudsman
5. Number of maintainable complaints received by the NBFC from Office of Ombudsman 120 78
5.1. Of 5, number of complaints resolved in favour of the NBFC by Office of Ombudsman 108 78
5.2. Of 5, number of complaints resolved through conciliation/mediation/advisories issued by Office of Ombudsman 1 -
5.3. Of 5, number of complaints resolved after passing of Awards by Office of Ombudsman against the NBFC -
6. Number of Awards unimplemented within the stipulated time (other than those appealed) - -

Number of complaints Number of % increase/ decrease in the Number of Of 5, number of
S. Grounds of complaints pending at the complaints received number of complaints received complaints pending complaints pending
No. beginning of the year during the year over the previous year at the end of the year beyond 30 days
1 2 3 4 5 6
Top five grounds of complaints received by the NBFCs from customers
For the year ended 31 March 2024
1 Foreclosure related - 6 -25% 1.00 -
2 Staff Interaction / Collection related- - 46 39% 9.00 -
3 Loans and Advances- Dues and Charges - 17 113% 2.00 -
4 Closure & NOC related - 30 200% 1.00 -
5 Moratorium related - 9 -36% - -
6 Others - 44 159% - -
Total - 152 69% 13.00 -
For the year ended 31 March 2023

1 Foreclosure related - 8 100% - -
2 Staff Interaction / Collection related- - 33 57% - -
3 Loans and Advances- Dues and Charges - 8 -65% - -
4 Closure & NOC related - 10 -55% - -
5 Moratorium related - 14 133% - -
6 Others 1.00 17 -37% - -
200
Total 1.00 90 -9% - -
(iii). Related Party Disclosures

Key Management
Directors Others* Total
S. Personnel
Related Parties / Items
No. Current Previous Current Previous Current Previous Current Previous
Year Year Year Year Year Year Year Year
1. Short-term employee benefits - - 1,435.03 1,316.88 - - 1,435.03 1,316.88

2. Post employment benefits - - 0.88 0.88 - - 0.88 0.88
3. Share based payment - - 1,053.19 1,860.56 - - 1,053.19 1,860.56
4. Reimbursement of Expenses (from) - - - - 45.20 2,684.05 45.20 2,684.05
5. Issue of shares - - 8.91 0.03 - - 8.91 0.03
6. Securities Premium - - 595.90 3.93 - - 595.90 3.93
7. Directors sitting fees 35.60 50.70 - - - - 35.60 50.70
8. Commission to Directors 37.50 30.00 - - - - 37.50 30.00
9. Personal Guarantee received for Borrowings - - - 41,500.00 - - - 41,500.00
* Comprises of transactions with entities with significant influence over the Company.
Chairman's
Message
iv) Breach in Debt Covenants
There are no instances during the year ended March 31, 2024 and March 31, 2023 ,where the Company has breached the covenants on
debt securities and on borrowings other than debt securities.
Highlights
v) Divergence in Asset Classification and Provisioning
Business
There has been no divergence in Gross NPAs as assessed by the Reserve Bank of India during the year ended March 31, 2024 and
March 31, 2023.
49. Other statutory information

(i). The Company does not have any Benami property, where any proceeding has been initiated or pending against the Group for
holding any Benami property.
(ii). The Company does not have transactions with companies struck off under Section 248 of the Companies Act, 2013 or section 560
CSR
of the Companies Act, 1956 except for the following:
Name of the Nature of transactions Balance outstanding Relationship with the struck Balance outstanding
struck off with struck off as at current period off company, if any, to be as at previous period
company company disclosed
F2Connect Private Internet Service Provider 0.01 NA -

Limited
Directors
Board of
(iii). The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period,
(iv). The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
(v). The Company borrows funds from various Banks and financial institutions for the purpose of onward lending to end customers
as per the terms of such borrowings. These transactions are part of the Company’s normal lending activities, which is conducted
after exercising proper due diligence including adherence to the terms of credit policies and other relevant guidelines.
Other than the nature of transactions described above.
Directors
Report
(i). No funds have been advanced or loans or invested by the Company to or in any other person(s) or entity(ies) (“intermediaries”)
with the understanding that the Intermediary shall lend or invest in party identified by or on behalf of the Company (“Ultimate
beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(ii). The Company has not received any fund from any party(s) (Funding Party) with the understanding that the Company shall
whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company (“Ultimate
beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(vi). The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or
disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other
MDA
relevant provisions of the Income Tax Act, 1961
(vii). The Company is not declared as wilful defaulter by any bank or financial institution or any other lender.
(viii). The Company is maintaining its book of account in electronic mode and these books of account are accessible at all times and
the back-up of books of account has been kept in servers physically located in India on a daily basis from the applicability date of
the Accounts Rules, i.e. August 5, 2022 onwards.
CG Report
(ix). Stage wise Overdue (DPD) based Loan disclosure
Particulars Count Stage 1 Stage 2 Stage 3 Total

Gross carrying amount
Accounts with No Overdues 329,110 864,576.58 691.66 272.06 865,540.30
Accounts with Overdues 56,861 43,750.64 62,062.33 13,011.93 118,824.90
BRSR
Total 385,971 908,327.22 62,753.99 13,283.99 984,365.20

Gross carrying amount
Accounts with No Overdues 244,331 581,224.19 665.11 26.00 581,915.30
Accounts with Overdues 49,703 39,457.70 62,584.60 9,367.85 111,410.15
Five Star
Total 294,034 620,681.89 63,249.71 9,393.85 693,325.45

ESG @
*6,400 loan accounts in Stage 3 as on March 31, 2024 (March 31, 2023 - 3,166 loan accounts)
The above table includes Inter-Corporate Deposits amounting to INR 20,306.14 lakhs as at March 31, 2024 ( INR 1,842.24 lakhs as at
March 31, 2023)
Financial
Report
201
50. Audit Trail as per MCA Requirement
The Company uses separate accounting applications for maintaining its books of accounts relating to general ledger and loan
management. The general ledger application is a (SaaS), cloud-based service provided by a third party. The accounting application
for maintaining its books of account has a feature of recording audit trail (edit log) facility in respect of the application and the same
was enabled and operated through-out the year and the same was not tampered with at the application level. However, management
is not in possession of Service Organisation Controls report to determine whether audit trail feature of the said application was
enabled and operated throughout the year for all relevant transactions recorded in the application at a database level. In respect to
the underlying database for SaaS application, any change to the supporting database can only be made using a service request to
third party vendor support team. The management is in discussion with the third-party software service provider to report on the
audit trail feature in their Service Organisation Controls report going forward.
For database supporting the loan management system, the audit trail feature does not exist. The Company is also in discussion
with the vendor of the application to assess feasibility to enable such feature as per the requirements of regulation. The Company
currently relies on alternate manual controls in place around reports produced from the loan management system.
202
51. Analytical ratios
a) Liquidity Coverage Ratio (LCR)
As per the Guidelines on Liquidity Risk Management Framework for NBFCs issued by RBI vide notification no. RBI/2019-20/88 DOR.NBFC (PD) CC. No.102/03.10.001/2019-20, all non-
deposit taking NBFCs with asset size more than INR 5,000 crores are required to maintain Liquidity Coverage Ratio (LCR) from December 1, 2022, with the minimum LCR to be 60%,
progressively increasing, till it reaches the required level of 100%, by December 1, 2024.
High Quality Liquid Previous Reasons for variance

Particulars Net cash outflows Current period Variance
Assets ("HQLA") reporting period ( if above 25%)
Quarter ended March 31, 2024 23,675.28 7,489.33 316% 342% -8% -
Quarter ended March 31, 2023 21,829.49 6,382.72 342% 302% 13% -
Tier I Capital / Tier II Previous Reasons for variance

Particulars Net cash outflows Current period Variance
Capital / Toal Capital reporting period ( if above 25%)
b) Capital adequacy ratios
CRAR 472,582.70 935,760.97 50.50% 67.17% -25% The decrease is on account
CRAR - Tier I Capital 472,582.70 935,760.97 50.50% 67.17% -25% of: (a) increase in Gross term
CRAR - Tier II Capital - - - - - loans and (b) increase in the
risk weight of consumer
credit advances from 100%
to 125% vide RBI notification
on consumer credit dated
November 16, 2023.
203
CRAR 390,860.96 581,897.51 67.17% 75.20% -11% NA
CRAR - Tier I Capital 390,860.96 581,897.51 67.17% 75.20% -
CRAR - Tier II Capital - - - - -

Borrowings
Debt
Particulars (Other than
Securities
debt securities
52. Change in liabilities arising from financing activities
As at March 31, 2022 100,853.38 155,029.75
Cash flows (net) (47,474.95) 217,049.79
Others* (895.43) 165.37
As at March 31, 2023 52,483.00 372,244.91
Cash flows (net) (19,375.01) 230,366.72
Others* (3,572.61) (562.50)
As at March 31, 2024 29,535.38 602,049.13
* Includes the effect of interest accrued but not due, amortization of processing fees etc.


210934 DIN : 01723269 DIN : 00243485

Place: Chennai
204
Chairman's
Message
Highlights
Business
CSR
Directors
Board of
Directors
Report
MDA
CG Report
BRSR
Five Star
ESG @

New No.27, Old No.4, Taylor’s Road,
Kilpauk, Chennai - 600 010.
Phone: 044-46106200
Financial
www.fivestargroup.in
Report
205

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Date: August 22, 2024

The National Stock Exchange of India Limited, BSE Limited

Dear Sir/ Madam,

We request you to kindly take the above information on record.

NOTICE TO MEMBERS – ANNUAL GENERAL MEETING

3. Appointment of Statutory Auditors

4. Approval of remuneration of Mr Lakshmipathy Deenadayalan (holding DIN: 01723269), Chairman &

8. Creation of Charges on the assets of the Company

10. Issue of Share warrants on Preferential basis

By Order of the Board of Directors

Place: Chennai Shalini Baskaran

A. Instructions for Voting through electronic means:

B. Other Information and instructions relating to AGM:

C. Instructions / steps for voting through electronic means:

Step 1: Access to NSDL e-Voting system

Type of shareholders Login Method

Login type Helpdesk details

How to Log-in to NSDL e-Voting website?

Manner of holding shares i.e. Demat Your User ID is:

8. Now, you will have to click on “Login” button.

General Guidelines for shareholders

Item 3: Appointment of Statutory Auditors

Brief profile of Mr Rangarajan Krishnan (holding DIN: 07289972) is as follows:

Brief profile of Mr Srikanth Gopalakrishnan (holding DIN: 10636810) is as follows:

Item 7: Fixing of borrowing limits for the Company

Item 8: Creation of Charges on the assets of the Company

Item 10: Issue of Share warrants on Preferential basis

The issue of share warrants shall on below terms and conditions:

g) Other terms and conditions:

1. Paid up capital Basis

Number of Equity Shares

Number of Equity Shares

DISCLOSURE UNDER REGULATION 36 OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE

Name of Director Mr Lakshmipathy Deenadayalan Mr Thirulokchand Vasan

Annual Report 2023 - 24

Board of Directors Key Managerial Personnel

Statutory Auditors Secretarial Auditors Internal Auditors

Registrar Agents and Transfer Agents Registered Office

* Resigned w.e.f April 30, 2024

Management Discussion & Analysis 37

Business Responsibility & Sustainability Report 73

" Reaching the Unreached

strong year, akin to FY2023. During this year, your company

Chairman & Managing Director

2019 2020 2021 2022 2023 2024

2019 2020 2021 2022 2023 2024

2019 2020 2021 2022 2023 2024

2019 2020 2021 2022 2023 2024

2019 2020 2021 2022 2023 2024

Profit after Tax

Rajasthan Uttar Pradesh

Project Objective: Education and Maintenance of 300

Project Objective: Financial Support to Education of 100

3. Setting the foundation for basic education and

Project Objective: To Provide Food to around 110 orphans,

Project Objective: The Severe Cyclonic Storm Michaung

1. Education expenses for 36 Girl students of Dayatirtha

Public-Private Partnership (PPP) model.

Lakshmipathy Anand Bhama Srinivasaraghavan