GODREJ FINANCE LIMITED ANNUAL REPORT 2023-24

Directors and Key : Mr. Pirojsha Godrej, Non-Executive Chairperson

Managerial Personnel Mr. Hemant Adarkar, Independent Director
Ms. Anisha Motwani, Independent Director
Mr. Manish Shah, Non-Executive Director
Mr. Pankaj Gupta, Chief Executive Officer
Mr. Kunal Karnani, Chief Financial Officer
Ms. Heer Parekh, Company Secretary

Statutory Auditors : M/s. Chhajed & Doshi

Chartered Accountants
Mumbai

Registered Office : Godrej One,

Pirojshanagar,
Eastern Express Highway,
Vikhroli (East),
Mumbai 400-079
Telephone Number: 022 - 68815555

Registrar & Share : KFin Technologies Limited

Transfer Agent Registered office: Selenium, Tower B,
Plot No 31 & 32, Financial District,
Nanakramguda, Serilingampally,
Hyderabad – 500 032
GODREJ FINANCE LIMITED ANNUAL REPORT 2023-24

BOARDS’ REPORT

To
The Members,
Godrej Finance Limited

Your Directors submit their 33rd Annual Report along with the Audited Accounts for the financial
year (“FY”) ended March 31, 2024.

1. FINANCIAL AND OPERATIONAL REVIEW:

a. Financial Results

The Company's performance during FY ended March 31, 2024, as compared to the previous
FY ended March 31, 2023, is summarized below:
(Rs. In Lakhs)
Particulars For the Financial year For the Financial year
ended as on 31st March ended as on 31st March
2024 2023

Total Income 39,803.13 6,563.45

Total Expenditure 42,723.70 13,461.31
Profit/(Loss) before Tax (2,920.57) (6,897.86)
Tax Expense - 0.39
Net Profit/(Loss) after Tax (2,920.57) (6,898.25)

b. Business Performance Highlights

The Company was registered with the Reserve Bank of India (“RBI”) as Non-Banking
Financial Company (“NBFC”) – Non - Systemically Important Non-Deposit taking NBFC. It
has been operative since March 1998. Further, post change of its name to Godrej Finance
Limited, the Company received revised Certificate of Registration on December 3, 2021 and it
commenced its retail lending operations w.e.f. April 30, 2022. During FY 2022-23, basis asset
size, the Company was classified as an NBFC - Systematically Important Non-Deposit Taking
NBFC w.e.f. June 27, 2022.

Pursuant to Scale Based Regulation: A Revised Regulatory Framework for NBFCs, issued by
RBI, the Company is presently classified as an NBFC - Middle layer.

Further, to undertake business or render services as an Insurance Intermediary and to

sell/distribute/market/solicit/procure all or any type of the Insurance Policies/Products
(“Insurance business”), the Company has also obtained registration as Corporate Agent
(Composite) with the Insurance Regulatory and Development Authority of India (IRDAI)
effective October 17, 2023. Said registration is valid till October 16, 2026.
GODREJ FINANCE LIMITED ANNUAL REPORT 2023-24

Brief highlights of the business performance during financial year under review is as below:

• Sanctions
During the financial year under review, your Company has sanctioned loans amounting to
Rs. 387,764.04 Lakhs.
• Disbursements
During the financial year under review, your Company has disbursed loans amounting to
Rs.366,106.51 Lakhs.
• Loans outstanding (Loan Book)
Total loans outstanding as on March 31, 2024, is Rs. 484,183.61 Lakhs.
• Non-Performing Assets (“NPA”):
Your Company has implemented a strong risk management culture across the board. The
risk management framework is analytically driven with data backed modelling on
origination. Further, the policies and processes which are put in place tend towards
building a strong low risk high quality portfolio. This is aided by a strong collection and
recovery mechanism.

Gross NPA and Net NPA ratio were 0.20% and 0.10%, respectively.

During the financial year under review, your Company has made a provision for Rs.
3,570.65 Lakhs Stage 1, Stage 2 & Stage 3 Assets, in compliance with the Guidelines issued
by RBI.

Working results of the Company

• Asset Under Management (“AUM”) as on March 31, 2024 was Rs. 484,183.61 Lakhs as
compared to Rs. 1,34,496.16 Lakhs as on March 31, 2023.
• Loan receivables as on March 31, 2024 was Rs. 484,183.61 Lakhs as compared to Rs.
1,34,496.16 Lakhs as on March 31, 2023.
• Total income during FY 2023-24 increased to Rs. 39,803.13 Lakhs from Rs. 6,563.45
Lakhs during FY 2022-23.
• Profit before Tax/(Loss) was Rs. (2,920.57) as on March 31, 2024 as compared to Rs.
(6,897.86) Lakhs as on March 31, 2023.
• Profit after Tax/(Loss) was Rs. (2,920.57) Lakhs as on March 31, 2024 as compared to
Rs. (6,898.25) Lakhs as on March 31, 2023.

There was no change in the fundamental nature of business of the Company during the
financial year under review.

c. Disclosure regarding Holding, Subsidiary, Associates and Joint Venture Companies

The Company is a wholly owned subsidiary of Godrej Capital Limited.

During the financial year under review, the Company did not have any Subsidiary, Associate
or Joint Venture Company.
GODREJ FINANCE LIMITED ANNUAL REPORT 2023-24

d. Dividend

In view of the loss incurred by the Company, the Board of Directors have not recommended
any dividend for the financial year.

e. Transfer to Reserves

In view of loss incurred during the financial year under review, the Board of Directors have
not recommended transfer of any amount to reserves.

Pursuant to Section 71 of the Companies Act, 2013 (“the Act”) read with relevant rules
thereunder, the Company, being a NBFC registered with RBI under section 45-IA of the
Reserve Bank of India Act, 1934, it is exempt from creating a debenture redemption reserve in
respect of privately placed debentures including the requirement to invest up to 15% of the
amount of debentures maturing during the next financial year. However, your Company
maintains sufficient liquidity buffer to fulfil its obligations arising out of debentures.

f. Portfolio of the Company

The portfolio of the total loan outstanding of your Company stood at Rs. 4,84,183.61 Lakhs on
March 31, 2024.

The average ticket size on portfolio as on March 31, 2024, for Loan Against Properties (“LAP”)
and Business Loan stood at Rs. 138 Lakhs and at Rs 21 Lakhs, respectively.

g. Capital Adequacy

As required under Para 81 of Master Direction – Reserve Bank of India (Non-Banking

Financial Company – Scale Based Regulation) Directions, 2023 (“RBI SBR Directions 2023”),
your Company is presently required to maintain a minimum Capital Adequacy Ratio (CAR) of
15% on a standalone basis. The CAR of the Company as on March 31, 2024, was 26.27%

h. Public Deposits

Your Company being a non-deposit accepting NBFC, has not accepted, renewed, or held any
public deposits during the financial year under review and shall not accept any deposits from
the public during FY 2024-25.

Accordingly, the requirements under Chapter V of the Act read with Rule 8(5)(v) and 8(5)(vi)
of the Companies (Accounts) Rules, 2014, as amended, are not applicable to your Company.

i. Branch Network of the Company

As on March 31, 2024, the branch network of your Company is spread over 38 locations, i.e.
Andhra Pradesh (2), Chandigarh (1), Gujarat (5), Haryana (1), Karnataka (4), Madhya Pradesh
(1), Maharashtra (8), New Delhi (1), Punjab (2), Rajasthan (4), Tamil Nadu (5), Telangana (3)
and Uttar Pradesh (1).
GODREJ FINANCE LIMITED ANNUAL REPORT 2023-24

j. State of Company’s Affairs

The Company is engaged in retail lending and insurance business. Some key parameters and
milestones have been summarized as under:

• With a view to build up and expand the business capacity, the team strength increased to
700 employees during FY 2023-24 across all verticals as compared to the previous year.
• The loan portfolio as of March 31, 2024, stood at Rs. 4,84,183.61 Lakhs.

k. Particulars of Loans, Guarantees or Investments

In terms of section 186(11) of the Act read with the Companies (Meetings of Board and its
Powers) Rules, 2014, as amended, the Company being a NBFC registered with RBI and whose
main objects as per its Memorandum of Association is to carry on business of investment
activities and financing industrial enterprises, the Company is exempt from complying with
provisions of section 186 of the Act in respect of loans made, guarantees given, securities
provided, or investments made by the Company.

Further, for details of investments made by the Company, if any, please refer Notes to the
Audited Financial Statements of the Company for the financial year ended March 31, 2024.

l. Particulars of contracts or arrangements with Related Parties

All contracts / arrangements / transactions entered into by the Company during the financial
year under review with related parties were on arm’s length basis and in ordinary course of
business.

Details of transactions entered into by the Company pursuant to the omnibus approval is
reviewed by the Audit Committee on a quarterly basis.

Details of all transactions with related parties during financial year under review are provided
in Notes to the Audited Financial Statements.

There were no transactions requiring disclosure under section 134(3)(h) of the Act. Hence, the
prescribed Form AOC–2 does not form a part of this Report.

The Company has adopted a policy on transactions with related parties (“RPT Policy”). The
RPT Policy is also available on the website of the Company at
https://www.godrejcapital.com/gf/information-and-policies.html.

During the financial year under review, the RPT policy was amended to incorporate changes
required under applicable regulatory guidelines.

m. Credit Rating

During the financial year under review, the Company has received following ratings from
CRISIL Limited (“CRISIL”) / ICRA Limited (“ICRA”):
GODREJ FINANCE LIMITED ANNUAL REPORT 2023-24

Sr. No Particulars Rating assigned Rating Agency

1. Bank borrowings CRISIL AA CRISIL
2. Non-Convertible Debentures CRISIL AA CRISIL
(“NCDs”)
3. Commercial Papers (“CPs”) CRISIL A1+ and CRISIL and ICRA
ICRA A1+

All the above ratings indicate a high degree of safety regarding timely servicing of financial
obligations and carry lowest credit risk.

n. Borrowings

During the financial year under review, considering probable future requirements of funds for
operations of the Company, the Board of Directors and Members of the Company had at their
meetings held on May 4, 2023, and May 22, 2023, respectively approved increase in the
aggregate borrowing limit of the Company from Rs. 6,000 Crores to Rs. 7,500 Crores.

During the financial year under review, the Company met its funding requirements by
availing credit facilities from Banks and by issuance of NCDs and CPs. Details are as below:

Sr. Particulars Outstanding as on March 31, 2024

No
1. Bank Borrowings Rs. 2,55,836.54 Lakhs
2. NCDs Rs. 50,000 Lakhs
3. CPs Rs. 65,000 Lakhs

The overall borrowings are within the regulatory ceiling as well as aggregate borrowing limits
of the Company as approved by the Board and Members of the Company, from time to time.

Considering the Company’s future business plans, growth potential, expansion of the
Company’s loan portfolio and to meet the requirement of additional funds for the coming
years, the Company proposes to increase its borrowing limit to Rs. 12,500 Crores. Accordingly,
necessary resolutions seeking approval of Members for said increase in borrowing limit forms
part of the notice convening the 33rd Annual General Meeting (“AGM”) .

2. SHARE CAPITAL AND CHANGES IN SHAREHOLDING:

a. Authorized Share Capital of the Company

The Authorized Share Capital as on March 31, 2024, stood at Rs. 2000,00,00,000/- (Rupees Two
Thousand Crores only) divided into 200,00,00,000 (Two Hundred Crore) Equity Shares of Face
Value of Rs. 10/- (Rupees Ten only) each.

b. Issued, Subscribed and Paid-up Share Capital of the Company

As on March 31, 2024, the Paid-up Share Capital of the Company was Rs. 918,18,66,300/-
(Rupees Nine Hundred Eighteen Crores and Eighteen Lakhs Sixty Six Thousand Three
GODREJ FINANCE LIMITED ANNUAL REPORT 2023-24

Hundred only) divided into 91,81,86,630 (Ninety One Crore Eighty One Lakh Eighty Six
Thousand Six Hundred and Thirty) equity shares of face value of Rs. 10/- (Rupees Ten only)
each fully paid-up.

c. Changes in Paid up Share Capital of the Company during the financial year

As on March 31, 2023, the paid-up capital structure of the Company comprised of 55,47,03,291
equity shares of face value of Rs. 10 each.

Details of allotment of equity shares made during the financial year under review on rights
basis to Godrej Capital Limited, holding company is as under:

Sr. Date of allotment No. of equity shares of face Total Consideration

No value Rs. 10 each allotted (including premium of Rs.
12/- per share)
1. June 5, 2023 9,09,09,091 Rs. 2,00,00,00,002

2. September 21, 2023 12,95,31,980 Rs. 2,84,97,03,560

3. September 30, 2023 68,09,422 Rs. 14,98,07,284

4. February 29, 2024 13,62,32,846 Rs. 2,99,71,22,612

During the financial year under review, the Company has not:

• Issued equity shares with differential rights as to dividend, voting or otherwise as per
Section 43 of the Act,
• Issued shares (including sweat equity shares) to employees of the Company under any
scheme pursuant to Section 54 of the Act; and
• Issued equity shares under Employees Stock Option Scheme as per provisions of Section
62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture)
Rules, 2014, as amended.

The Company does not have any ESOP scheme. Being subsidiary of Godrej Capital Limited
(“GCL”), holding company, employees of the Company are eligible for stock options of GCL.

3. BOARD OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND COMMITTEES:

a. Board of Directors

The composition of the Board is in accordance with provisions of Section 149 of the Act and
applicable regulations and laws, with an appropriate combination of Non-Executive and
Independent Directors.

The Board comprises of an adequate number of Directors with diverse experience and skills,
such that it best serves the governance and strategic needs of the Company. The Directors are
people of eminence in areas such as business, industry, finance, law, administration etc., and
bring with them experience/skills which add value to the performance of the Board. The
GODREJ FINANCE LIMITED ANNUAL REPORT 2023-24

Directors are selected purely based on merit with no discrimination on race, color, religion,
gender, or nationality.

As on March 31, 2024, the Board of Directors of the Company comprises of following
Directors:

Name of Director DIN Type

Mr. Pirojsha Godrej 00432983 Non-Executive Chairperson
Mr. Hemant Adarkar 03127893 Independent Director
Ms. Anisha Motwani 06943493 Independent Director
Mr. Manish Shah 06422627 Non-Executive Director

At the 32nd AGM of the Company, held on May 22, 2023, the Members of the Company
regularized appointment of Mr. Hemant Adarkar and Ms. Anisha Motwani as Independent
Directors of the Company for a term of five (5) consecutive years with effect from October 27,
2022, and January 9, 2023, respectively.

Further, the Board is of the opinion that the Independent Directors of the Company possess
requisite qualifications, experience and expertise and that they hold highest standard of
integrity in terms of Section 149 and 150 of the Act, read with Schedule IV of the Act and the
Companies (Appointment & Qualification of Directors) Rules, 2014, as amended. Further, the
Board finds the Independent Directors to be “Fit & Proper” as per the Fit & Proper policy of
the Company. The Independent Directors of the Company have registered themselves with the
data bank of Independent Directors created and maintained by the Indian Institute of
Corporate Affairs (IICA) Manesar. Also, the Independent Directors who are required to
undertake online proficiency self-assessment test, have undertaken and cleared the online
proficiency self-assessment test conducted by the IICA within the stipulated time period.

The terms and conditions for appointment of Independent Directors are available on the
website of the Company at https://www.godrejcapital.com/gf/information-and-
policies.html.

During the financial year under review, there were no pecuniary relationship/transactions of
any of the Non-Executive Directors with the Company apart from sitting fees for attending
various Board/Committee Meetings and commission paid to Independent Directors.

Details of sitting fees and commission paid to Independent Directors during FY 2023-24 have
been furnished in Form MGT-7.

Brief profile of the Directors is available on the website of the Company at

https://www.godrejcapital.com/gf/about-us.html.

b. Director’s Disclosures

Based on the declarations and confirmations received in terms of the Act, circular(s)/
notification(s)/direction(s) issued by RBI/SEBI and such other applicable laws, none of the
Directors of the Board of your Company are disqualified from being appointed as Directors.
GODREJ FINANCE LIMITED ANNUAL REPORT 2023-24

Pursuant to Section 149(7) of the Act, the Company has received respective declarations from
Mr. Hemant Adarkar and Ms. Anisha Motwani, Independent Directors of the Company
affirming compliance with criteria of independence as specified under Section 149(6) of the
Act.

The Independent Directors have also confirmed compliance with rule 6 of the Companies
(Appointment and Qualifications of Directors) Rules, 2014, as amended, relating to inclusion
of their names in the databank of independent directors.

c. Retirement by Rotation

Section 152 of the Act provides that unless the Articles of Association provide for retirement of
all directors at every AGM, not less than two-third of the total number of directors of a public
company (excluding the Independent Directors) shall be persons whose period of office is
liable to determination by retirement of directors by rotation, of which one-third are liable to
retire by rotation.

Accordingly, Mr. Pirojsha Godrej, Non-Executive Chairperson will retire by rotation at the
ensuing AGM of the Company and being eligible, has offered himself for re-appointment.

The Board of Directors recommend reappointment of Mr. Pirojsha Godrej. Accordingly,

proposal for his reappointment is being placed for seeking approval of Members at the
ensuing AGM of the Company.

d. Performance Evaluation

Pursuant to Section 134 and 178 of the Act, the Company has carried out annual performance
evaluation of the Board, its Committees and individual Directors.

The manner in which formal annual evaluation of performance was carried is given below:

• The Nomination and Remuneration Committee (“NRC”), at its meeting held on February
1, 2023, approved criteria for performance evaluation of the Board, its committees and
individual directors.
• Based on said criteria, questionnaire-cum-rating sheets were circulated to the Directors for
seeking feedback of the Directors with regards to the performance of the Board, its
Committee, Chairperson and individual directors.
• From the individual ratings received from the Directors, a report on summary of ratings
in respect of performance evaluation of the Board, its Committees, Chairperson and
individual Directors for FY 2023-24 and a consolidated report thereof were arrived at.
• The report of performance evaluation so arrived at, was then noted and discussed by the
NRC at its meeting held on April 30,2024.
• Based on the report and evaluation, the NRC at its meetings held on April 30, 2024,
determined that appointment of all Independent Directors may continue,
• Area such as ‘openness of discussions during board meeting’ emerged as areas of strength
for Board/committee functioning.
GODREJ FINANCE LIMITED ANNUAL REPORT 2023-24

The meeting of Independent Directors for purpose of carrying out performance evaluation of
Non-Independent Directors, Board as collective entity and the Chairperson, was held on
January 23, 2024.

e. Key Managerial Personnel (“KMP”)

In accordance with provisions of Section 203 of the Act and rules made thereunder, the KMP
of the Company as on March 31, 2024, is as under:

Name Designation
Mr. Pankaj Gupta Chief Executive Officer
Mr. Kunal Karnani Chief Financial Officer
Ms. Heer Parekh# Company Secretary
#Ms. Heer Parekh has tendered her resignation as the Company Secretary of the Company w.e.f. April
30, 2024, and the Board of Directors had appointed Ms. Chunni Singh as the Company Secretary of the
Company w.e,f. May 1, 2024.

f. The disclosures under Schedule V of the Act is as follows:

• All elements of remuneration package such as salary, benefits, bonuses, stock options,
pension, etc., of all the Directors. Details of fixed component and performance linked
incentives along with the performance criteria:
Details of sitting fees for attending meetings of the Board/Committees and commission,
where applicable paid to the Independent Directors viz. Mr. Hemant Adarkar and Ms.
Anisha Motwani for the financial year under review, are provided under MGT-7, copy of
the said Annual Return shall be made available on the website of the Company at
https://www.godrejcapital.com/ghf/information-and-policies.html.

• Service contracts, notice period, severance fees: Not applicable.

• Stock option details, if any, and whether the same has been issued at a discount as well
as the period over which accrued and over which exercisable: No stock options have been
granted to any Directors of the Company.

g. Disclosure pursuant to Section 197 (12) of the Act

Pursuant to Rule 2A of the Companies (Specification of Definitions Details) Rules, 2014, as

amended, public companies which have not listed their equity shares on a recognised stock
exchange but have listed their non‑convertible debt securities issued on private placement
basis in terms of SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021, as
amended, shall not be considered as listed company in terms of the Act.

Hence, Section 197(12) of the Act read with rules 5 of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, as amended, are not applicable.

h. Committees

The Company has constituted following Committees pursuant to applicable provisions of the
Act, RBI SBR Directions 2023, other applicable laws and internal requirements.
GODREJ FINANCE LIMITED ANNUAL REPORT 2023-24

The composition of the respective Committees as on March 31, 2024, is as below:

Name of the Committee Committee Members and designation in the Committee

Audit Committee 1. Ms. Anisha Motwani, Independent Director &
Chairperson
2. Mr. Hemant Adarkar, Independent Director
3. Mr. Manish Shah, Non-Executive Director
Nomination & Remuneration 1. Mr. Hemant Adarkar, Independent Director &
Committee Chairperson
2. Ms. Anisha Motwani, Independent Director
3. Mr. Manish Shah, Non-Executive Director
Risk Management Committee 1. Ms. Anisha Motwani, Independent Director &
Chairperson
2. Mr. Manish Shah, Non-Executive Director
3. Mrs. Shalinee Mimani, Chief Risk Officer

Grievance Redressal 1. Ms. Anisha Motwani, Independent Director &

Committee Chairperson
2. Mr. Manish Shah, Non-Executive director
3. Mr. Pankaj Gupta, Chief Executive Officer

IT Strategy Committee 1. Mr. Hemant Adarkar, Independent Director &

Chairperson
2. Ms. Anisha Motwani, Independent Director
3. Mr. Manish Shah, Non-Executive Director
4. Ms. Jyothirlatha B., Chief Technology Officer

IT Steering Committee 1. Mr. Manish Shah, Non-Executive Director &

Chairperson
2. Mr. Pankaj Gupta, Chief Executive Officer
3. Ms. Jyothirlatha B., Chief Technology Officer

Credit Committee 1. Mr. Pirojsha Godrej, Non-Executive Director &

Chairperson
2. Mr. Manish Shah, Non-Executive Director
3. Mr. Pankaj Gupta, Chief Executive Officer
4. Mrs. Shalinee Mimani, Chief Risk Officer
Asset Liability Management 1. Mr. Pirojsha Godrej, Non- Executive Director &
Committee Chairperson
2. Mr. Manish Shah, Non-Executive Director
3. Mr. Kunal Karnani, Chief Financial Officer
4. Mr. Pankaj Gupta, Chief Executive Officer
Borrowing & Investment 1. Mr. Manish Shah, Non- Executive Director &
Committee Chairperson
2. Mr. Kunal Karnani, Chief Financial Officer
GODREJ FINANCE LIMITED ANNUAL REPORT 2023-24

Whistle blower Committee 1. Mr. Manish Shah, Non- Executive Director &
Chairperson
2. Ms. Shalinee Mimani, Chief Risk Officer
3. Mr. V. Swaminathan, Head – Corporate Audit &
Assurance

Product Committee 1. Mr. Pankaj Gupta, Chief Executive Officer

2. Mr. Kunal Karnani, Chief Financial Officer
3. Ms. Shalinee Mimani, Chief Risk Officer
4. Ms. Jyothirlatha B., Chief Technology Officer
5. Mr. Nalin Jain, Chief Marketing Officer
6. Mr. Yogesh Jain, Chief Compliance Officer
Internal Committee 1. Ms. Shalinee Mimani, Chief Risk Officer – Presiding
(constituted as per the Officer
provisions of Sexual 2. Mr. Pankaj Gupta, Chief Executive Officer
3. Ms. Jyothirlatha B., Chief Technology Officer
Harassment of Women at
4. Ms. Amber Bawa, Head – Talent Strategy & Employee
Workplace (Prevention, Experience
Prohibition and Redressal) 5. Mr. Sandip Barmera, Head – Operations
Act, 2013) 6. Ms. Raheen Jummani, External member
Information Security 1. Ms. Shalinee Mimani, Chief Risk Officer &
Committee Chairperson
2. Mrs. Jyothirlatha B., Chief Technology Officer
3. Mr. Rupesh Poojary, Chief Information Security
Officer

All recommendations of the Audit Committee were accepted by the Board.

During the financial year under review, following changes relating to Committees of the
Company took place:
- Constitution of Whistle blower Committee w.e.f. August 3, 2023,
- Constitution of Product Committee w.e.f. October 31, 2023,
- Constitution of Information Security Committee w.e.f. March 19, 2024,
- Reconstitution of Internal Committee w.e.f. October 31, 2023 – removal of Ms. Ruhi Pande,
erstwhile Chief Human Resource Officer due to her exit from the Company and
appointment of Ms. Shalinee Mimani, Chief Risk Officer as Member and Presiding Officer
of the Committee,
- Reconstitution of IT Strategy Committee w.e.f. January 23, 2024 by addition of Mr. Manish
Shah, Non-Executive Director as member of the Committee.
GODREJ FINANCE LIMITED ANNUAL REPORT 2023-24

4. MATTERS RELATED TO BOARD / COMMITTEE MEETINGS, POLICIES AND OTHER

RELATED DISCLOSURES:

a. Number of Meetings conducted during the financial year under review:

Table containing details of Board and Committee Meetings along with dates are as follows:

S. Title of Body No. of Date of Meeting(s)

No Meeting(s)
1. Board of Directors 4 (Four) 1. May 4, 2023
2. August 3, 2023
3. October 31, 2023
4. January 23, 2024

2. Audit Committee 4 (Four) 1. May 4, 2023

2. August 3, 2023
3. October 31, 2023
4. January 23, 2024

3. Nomination & 1 (One) 1. May 4, 2023

Remuneration Committee
4. Risk Management 4 (Four) 1. May 4, 2023
Committee 2. August 3, 2023
3. October 30, 2023
4. January 23, 2024
5. Grievance Redressal 4 (Four) 1. May 4, 2023
Committee 2. August 3, 2023
3. October 30, 2023
4. January 22, 2024
6. IT Strategy Committee 4(Four) 1. May 4, 2023
2. August 3, 2023
3. October 31, 2023
4. January 22, 2024
7. IT Steering Committee 4 (Four) 1. April 10, 2023
2. July 10, 2023
3. October 12, 2023
4. January 4, 2024
8. Credit Committee 12 (Twelve) 1. April 3, 2023
2. May 3, 2023
3. June 5, 2023
4. July 10, 2023
5. August 7, 2023
6. September 11, 2023
7. October 23, 2023
8. November 6,2023
9. December 14, 2023
10. January 19, 2024
11. February 14, 2024
GODREJ FINANCE LIMITED ANNUAL REPORT 2023-24

12. March 11, 2024

9. Asset Liability 9(nine) 1. April 10, 2023

Management Committee 2. May 8, 2023
3. July 10, 2023
4. August 7, 2023
5. September 11, 2023
6. September 27, 2023
7. November 6, 2023
8. January 29, 2024
9. March 15, 2024
10. Borrowing & Investment 17 (Seventeen) 1. May 8, 2023
Committee 2. June 5, 2023
3. June 26, 2023
4. July 10, 2023
5. August 7, 2023
6. August 28, 2023
7. September 25, 2023
8. October 23, 2023
9. November 22, 2023
10. December 18, 2023
11. January 9, 2024
12. January 10, 2024
13. January 18 2024
14. February 13, 2024
15. March 11, 2024
16. March 15, 2024
17. March 28, 2024
11. Whistle blower - -
Committee
12. Product Committee 1(one) January 19, 2024

13. Internal Committee 1(one) September 27, 2023

14. Information Security - -

Committee*

*Committee was constituted on March 19, 2024 and shall hold its meeting in Q1 FY 2024-25.

The maximum gap between two Board Meetings did not exceed one hundred and twenty days
or such gap as permitted under the provisions of the Act. Requisite quorum was present in
each meeting.

In terms of Schedule IV of the Act, a meeting of Independent Directors of the Company was
held on January 23, 2024.
GODREJ FINANCE LIMITED ANNUAL REPORT 2023-24

The AGM for FY 2022-23 was held on May 22, 2023, at the Registered office of the Company.

Attendance of each Director at the Board Meetings and the last AGM is given under:

Names of Directors Category No. of Board Meetings Attendance

Held Attended at Last
during AGM held
Director’s on May 22,
tenure 2023
Mr. Pirojsha Godrej Non-Executive 4 4 No
Chairperson
Mr. Hemant Adarkar Independent 4 4 No
Director
Ms. Anisha Motwani Independent 4 4 No
Director
Mr. Manish Shah Non-Executive Director 4 4 Yes

b. Directors’ Responsibility Statement

The Directors, based on the representations received from the operational management,
confirm in pursuance to provisions of Section 134(5) of the Act, that:

• that in the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures, if any,

• that such accounting policies have been selected and applied consistently, and such
judgments and estimates have been made that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company at the end of the financial year
and of the loss of the Company for that period,

• that proper and sufficient care has been taken for maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the
Company, for preventing and detecting fraud and other irregularities,

• that the annual accounts have been prepared on a going concern basis,

• that the Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and operating effectively,

• that proper systems are in place to ensure compliance of all laws applicable to the
Company and that such systems are adequate and operating effectively.

c. Policies

The Company has adopted various policies pursuant to applicable laws and business/
governance requirements, from time to time and the same have been approved by the Board of
Directors on recommendation of respective Committees.
GODREJ FINANCE LIMITED ANNUAL REPORT 2023-24

The Company conducts review of all policies of the Company on annual basis to incorporate
amendments, if any required pursuant to regulatory/business requirements.

Policy on directors’ appointment and remuneration/compensation for Directors, Senior

Management Personnel, Key Managerial Personnel and other Employees

In terms of section 178 of the Act, the Board of Directors of the Company have formulated
Nomination & Remuneration Policy (“Policy") ensuring the criteria for evaluation of
performance and determination of remuneration based on the performance of Directors, KMPs
and Senior Management.

Further, Para 99 and Annexure XXIV of RBI SBR Directions 2023, Company is required to put
in place a Board approved compensation policy which is covered in Nomination &
Remuneration Policy.

Section 134 of the Act stipulates that the Board's Report is required to include a statement on
Company’s Policy on Directors’ appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of a director and remuneration
for KMPs and other employees.

In view of the aforesaid, the Board of Directors has, based on the recommendation of the NRC,
approved the Policy which is available on the website of the Company at
https://www.godrejcapital.com/gf/information-and-policies.html.

This Policy lays down detailed framework, inter alia, encompassing the following:

• Purpose of the policy i.e. to guide the Company in relation to appointment, removal of
Directors, KMPs and Senior Management of the Company,
• Formulation of criteria for:
- Appointment and removal of Directors, KMPs and Senior Management
- Remuneration for the Directors, KMPs and Senior Management
• Conducting performance evaluation of Directors, its Committees, KMP, Senior
Management,
• Roles and responsibilities of the Board and NRC Committee, such as to formulate NRC
Policy, recommend appointment / remuneration of Directors, KMP, senior management
etc.

During the financial year under review, the Policy was amended to carry out the changes as
required under applicable regulatory guidelines.

Whistle Blower Policy

The Company has a whistle blower policy encompassing vigil mechanism pursuant to
requirements of Section 177(9) of the Act.

The whistle blower policy/vigil mechanism enables a director or an employee to report to the
management, without fear of victimization, any unacceptable and/or unethical behavior,
GODREJ FINANCE LIMITED ANNUAL REPORT 2023-24

suspected or actual fraud, violation of the Company’s Code of Conduct or ethics policy and
instances of leak or suspected leak of unpublished price sensitive information which are
detrimental to the organization’s interest. It provides safeguards against victimization of
directors/employees who avail of the mechanism and allows for direct access to the
Chairperson of the Audit Committee in appropriate or exceptional cases.

The policy has been communicated to the employees within the organization and has been
hosted on the Company’s website and can be accessed at
https://www.godrejcapital.com/gf/information-and-policies.html.

During the financial year under review, no employee was denied access to the Chairperson of
Audit Committee under this policy and 1 (one) complaint was received under the vigil
mechanism of the Company which was closed.

d. Internal Financial Controls

The Board has laid down Internal Financial Controls (“IFC”) within the meaning of the
explanation to section 134(5)(e) of the Act. Considering that Company has (a) sufficiently
staffed finance team working under robust processes, (b) independent internal audit team and
(c) quarterly Statutory Audits, the Board believes that the Company has established sound IFC
commensurate with the nature and size of its business.

e. Internal Control Systems

The Company has instituted adequate internal control systems commensurate with the nature
of its business and the size of its operations. Internal audit is carried out by an inhouse team
to evaluate the adequacy of all internal controls and processes.

All significant audit observations and follow-up actions thereon are reported to the Audit
Committee. The Audit Committee comprises of three directors of which two are independent.

The Audit committee reviews the internal audit reports and the adequacy and effectiveness of
internal controls.

f. Business Continuity and Cyber Security

To enable users to work from home in secure manner, the Company utilizes VPN technology.
The Company also provides remote access for identified partners using privilege access
management technology to enable support for users, cloud related support and application
maintenance. Cloud infrastructure has been built with Disaster Recovery capabilities and is
capable of running business processes during disaster events.

g. Copy of Annual Return

In terms of Section 92 of the Act read with Rule 12 of Companies (Management and
Administration) Rules, as amended, copy of Annual Return of the Company in form MGT-7
shall be available on the website of the Company at
https://www.godrejcapital.com/gf/information-and-policies.html.
GODREJ FINANCE LIMITED ANNUAL REPORT 2023-24

h. Confirmation on Fraud, misfeasance or any irregularity in the Company

There were no instances of fraud, misfeasance or irregularity detected and reported in the
Company during the financial year under review.

5. AUDITORS AND THEIR REPORTS:

The matters related to Auditors and their Reports are as under:

a. Statutory Auditors

The Members of the Company on the recommendation of the Board of Directors, had at the
AGM held on May 25, 2022, appointed M/s. Chhajed & Doshi, Chartered Accountants, Firm
Registration No.: 101794W, as the Statutory Auditors of the Company for a period of 2 (two)
years, commencing from conclusion of the 31st (Thirty-First) AGM until the conclusion of the
33rd (Thirty-Third) AGM of the Company, to be held in the year 2024, in line with guidelines
for appointment of Statutory Central Auditors /Statutory Auditors of Commercial Banks
(excluding RRBs), UCBs and NBFCs (including HFCs) issued by the Reserve Bank of India
dated April 27, 2021.

As tenure of current statutory auditor viz M/s. Chhajed & Doshi will expiry at this 33rd AGM,
the Board of Directors have subject to approval of the Members at the ensuing AGM,
appointed M/s Batliboi & Purohit (Firm Registration No. FRN: 101048W), as the Statutory
Auditors of the Company for a period of 3 (three) years, commencing from conclusion of the
33rd (Thirty-Third) AGM until the conclusion of the 36th (Thirty-Sixth) AGM of the Company,
to be held in the year 2027, in line with guidelines for appointment of Statutory Central
Auditors /Statutory Auditors of Commercial Banks (excluding RRBs), UCBs and NBFCs
(including HFCs) issued by the Reserve Bank of India dated April 27, 2021.

M/s Batliboi & Purohit, Chartered Accountants have confirmed that their appointment, if
made, will comply with the eligibility criteria in terms of Section 141(3) of the Act and RBI
regulations. Further, the Auditors have confirmed that they have subjected themselves to Peer
Review process by the Institute of Chartered Accountants of India (“ICAI”) and hold valid
certificate issued by the Peer Review Board of ICAI.

b. Statutory Audit Report

M/s. Chhajed & Doshi, Statutory Auditors have submitted the Auditors Report(s) which has
been prepared in line with provisions of the Act, RBI SBR Directions 2023 and other extant RBI
guidelines.

The aforesaid Report does not contain any qualifications, reservations, adverse remarks or
disclaimers and therefore does not call for any explanation or comments from the Board under
Section 134(3) of the Act.
GODREJ FINANCE LIMITED ANNUAL REPORT 2023-24

c. Secretarial Audit Report

Pursuant to Section 204 of the Act read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, as amended, the Board of Directors have
appointed M/s Rathi and Associates, Companies Secretaries (Membership No.: 8568;
Certificate of Practice No.: 10286) to undertake Secretarial Audit of the Company for FY 2023-
24.

The Secretarial Audit Report for FY 2023-24 is appended as Annexure A to this Report and
same was noted by the Board of Directors at their meeting held on April 30, 2024.

The aforesaid report does not contain any qualifications, reservations, adverse remarks or
disclaimers and therefore, does not call for any explanation or comments from the Board
under Section 134(3) of the Act.

d. Internal and Concurrent Audit

Internal and Concurrent Audit function provides an independent view to Audit Committee on
the quality and efficacy of the internal controls, governance systems and processes.

Pursuant to Section 138 of the Act read with Rule 13 of the Companies (Accounts) Rules, 2014,
as amended, the Board of Directors have appointed Mr. V. Swaminathan, Head – Corporate
Audit & Assurance to undertake Internal Audit of the Company.

Further, the Board of Directors have appointed M/s JHS Associates to undertake Concurrent
Audit of the Company.

In line with the RBI’s guidelines on Risk Based Internal Audit (RBIA), your Company has
appointed Mr. V. Swaminathan, as Head of Internal Audit of the Company for a term of 3
years with effect from April 30, 2024. Further, Company has also adopted a Risk Based
Internal Audit policy.

At the beginning of each financial year, an audit plan is rolled out after approval of the Audit
Committee. The Audit Committee regularly reviews the internal audit reports along with the
corrective and preventive actions thereon. Significant audit observations, corrective and
preventive actions thereon are presented to the Audit Committee on a quarterly basis.

Further, the Audit Committee also conducts performance review of the Internal and
Concurrent Auditors on annual basis.

e. Information system audit

Pursuant to Para 5 and Para 30 of the Master Direction - Information Technology Framework
for the NBFCs and Master Direction on Information Technology Governance, Risk, Controls
and Assurance Practices applicable on Banks, NBFCs, CICs and AIFIs respectively, every
NBFC is required to conduct Information Security Audit at least once a year.
GODREJ FINANCE LIMITED ANNUAL REPORT 2023-24

In line with the aforesaid regulations, Information Security Audit for the financial year under
review was conducted in accordance with the regulatory framework applicable to the
Company and scope approved by the Audit Committee.

The audit revealed no material adverse observations. Necessary continuous improvement

actions are being taken in line with the audit observations.

f. Fraud Reporting

There has been no instance of fraud reported by the Auditors under Section 143(12) of the Act
and the rules framed thereunder, either to the Company or to the Central Government.

6. DISCLOSURES PERTAINING TO APPLICABLE RBI/SEBI GUIDELINES:

a. Risk Management

Your Company has a well-defined risk governance structure which provides for identification,
assessment, and management of risks. Risk management involves making decisions and
establishing governance systems that embed and support effective risk process, as well as
building an organizational culture that supports agility.

The Board has delegated responsibility of overseeing Risk management framework to the Risk
Management Committee (“RMC”).

The RMC comprises of Ms. Anisha Motwani, Independent Director, Mr. Manish Shah, Non-
Executive Director and Ms. Shalinee Mimani, Chief Risk Officer.

The RMC is responsible for reviewing the risks associated with the business of the Company,
its root causes and efficacy of the measures taken to mitigate the same.

The Company has also put in place a Risk Management Policy to provide guidance to the
Board/RMC regarding management of risk to support achievement of corporate objectives,
protect staff, business assets and ensure financial sustainability.

With this objective in mind, the Board of Directors on recommendation of the RMC approved
an Enterprise Risk Management (“ERM”) Framework at their meeting held on February 1,
2023. The ERM Framework comprises of following:

➢ Identification of top risks affecting the Company both at Department level and Enterprise
level and preparation of separate Risk Register at Department and Enterprise level.
➢ Prioritization of the identified risks as per the strategic priorities of the Company and
assignment of owners for top risks.
➢ Understanding existing mitigation measures, development of additional mitigation plans
and defining Key Risk Indicator (“KRI”) and appetite thresholds for top risks.
➢ Cognizance of the key risks which shall be monitored at Enterprise Level and presented to
the RMC on a continuous basis.

Update on top risks arising from ERM Framework is placed before the RMC on quarterly
basis.
GODREJ FINANCE LIMITED ANNUAL REPORT 2023-24

b. Internal Guidelines on Corporate Governance

In line with adoption of best practices and greater transparency in the operations of the
Company and in compliance with Para 100 of RBI SBR Directions 2023, the Board of Directors
of the Company have approved and adopted Internal Guidelines on Corporate Governance
(“CG Guidelines”).

Update on compliance status with CG guidelines is placed before the Board on annual basis.

During the financial year under review, GC Guidelines were amended to carry out the changes
as required under applicable regulatory guidelines.

CG Guidelines are available on website of the Company at

https://www.godrejcapital.com/gf/information-and-policies.html.

c. Information required pursuant to Annexure XXII of Master Direction – Reserve Bank of

India (Non-Banking Financial Company – Scale Based Regulation) Directions, 2023

• All pecuniary relationship or transactions of the Non-Executive Directors – Nil

• Management Discussion and Analysis Report – Appended as Annexure B to this Report.

d. Disclosure pursuant to Master Direction – Reserve Bank of India (Non-Banking Financial

Company – Scale Based Regulation) Directions, 2023:

Pursuant to Para No. 37.4.4 of these directions, no auction of gold jewellery was conducted
during the financial year 2023-24.

e. Disclosure required pursuant to SEBI circular on Large Corporate

As per Chapter XII – “Fund raising by issuance of debt securities by large corporate” of SEBI
Circular dated August 10, 2021 read with SEBI Circular dated March 31, 2023, as amended, the
Company was identified as a Large Corporate (“LC”) basis position as on March 31, 2023.

Accordingly, the Company was required to raise not less than 25% of its incremental
borrowings of FY 2023-24 by way of issuance of debt securities over a contiguous block of 3
(three) years i.e. till FY 2025-26.

Further, SEBI vide Circular dated October 19, 2023, required all LCs to endeavour to comply
with the requirement of raising 25% of their incremental borrowings done during FY 2022, FY
2023 and FY 2024 respectively by way of issuance of debt securities till March 31, 2024, failing
which, such LCs shall provide a one-time explanation in their Annual Report for FY 2024.

Accordingly, your Company has complied with above requirement of raising 25% of
incremental borrowings in FY 2023-24.
GODREJ FINANCE LIMITED ANNUAL REPORT 2023-24

f. Disclosure under SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015 (“Listing Regulations”)

The total outstanding Non-Convertible Debentures of the Company have reached threshold of
Rs. 500 Crores on March 19, 2024. Accordingly, as per Regulation 15 of Listing Regulations,
Company has six months to comply with all high value debt compliances i.e. Regulations 16 to
27. Therefore, Company shall ensure compliance with said Regulations within stipulated
timeline.

7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUTGO:

a. Conservation of Energy and Technology Absorption:

There is no information to disclose under the head ‘Conservation of Energy and Technology
Absorption’ since the Company is engaged in providing financial services. However, the
Company understands the importance of energy conservation from the perspective of
protection of the environment.

b. Foreign Exchange and Earnings / Outgo:

(Rs in Lakhs.)
For the Financial year For the
ended as on Financial year
31st March 2024 ended as on
31st March 2023

Actual Foreign Exchange earnings - -

Actual Foreign Exchange outgo Rs. 137 Rs. 62.88

8. THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,

PROHIBITION, AND REDRESSAL) ACT, 2013:

Your Company has zero tolerance for sexual harassment at workplace and has adopted a
policy on prevention, prohibition and redressal of sexual harassment at workplace and has
also constituted an Internal Committee in line with provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, as amended, and the
rules thereunder for prevention and redressal of complaints of sexual harassment at
workplace.

During the financial year under review, the Company received 1(one) complaint on sexual
harassment which was closed.

The Company has also conducted 25 (twenty-five) training program(s) in FY 2023-24 on

Prevention of Sexual Harassment at workplace.
GODREJ FINANCE LIMITED ANNUAL REPORT 2023-24

9. SECRETARIAL STANDARDS:

Your Company is in compliance with the Secretarial Standards on Meetings of the Board of
Directors (“SS-1”) and Secretarial Standards on General Meetings (“SS-2”) issued by the
Institute of Company Secretaries of India (“ICSI”).

10. COMPLIANCES REGARDING INSIDER TRADING:

Pursuant to SEBI (Prohibition of Insider Trading) Regulations 2015, (‘SEBI PIT Regulations’),
as amended, the Company has a Board approved code of conduct to regulate, monitor and
report trading by insiders (‘Code of Conduct’) and a code of practices and procedures for fair
disclosure of unpublished price sensitive information (‘Code of Fair Disclosure’).

The status of compliance with SEBI PIT Regulations are reviewed by Audit Committee and
Board on annual basis.

11. LISTING:

The Non-Convertible Debentures issued by the Company are listed on National Stock
Exchange of India Limited and Commercial Papers are listed on BSE Limited.

12. DEBENTURE TRUSTEE:

The details of the debenture trustee appointed for the privately placed debentures of the
Company is as below:

Catalyst Trusteeship Ltd.

GDA House, Plot No. 85,
Bhusari Colony (Right),
Paud Road,
Pune – 411 038
Tel No. (020) 66807200
Email ID: dt@ctltrustee.com

13. OTHER DISCLOSURES:

During the financial year under review, to undertake business or render services as an
Insurance Intermediary and to sell/distribute/market/solicit/procure all or any type of the
Insurance Policies/Products, the Company has also obtained registration as Corporate Agent
(Composite) with the Insurance Regulatory and Development Authority of India (IRDAI)
effective October 17, 2023. Said registration is valid till October 16, 2026.

Except above registration, the Company has not obtained any registration/license/
authorization, by whatever name called from any financial sector regulators.

14. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of following items as
there were no transactions pertaining to these items during the financial year under review:
GODREJ FINANCE LIMITED ANNUAL REPORT 2023-24

• Significant material changes and commitments between the end of the financial year of
the Company and the date of the Report which could affect the Company's financial
position.
• Penalties levied by the RBI/any other regulators during the financial year under review.
• Receipt of any remuneration or commission from its Holding Entity by any Director or
Key Managerial Personnel of the Company.
• Revision of the financial statements of the previous years.
• Exercising of voting rights in respect of shares purchased directly by employees under a
scheme pursuant to Section 67(3) of the Act.
• Significant material orders passed by the Regulators or Courts or Tribunals which impact
the going concern status and the Company’s operations in future.
• Maintenance of cost records as specified by the Central Government under sub-section (1)
of section 148 of the Act.
• Application made or any proceeding pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016).
• Details of difference between amount of the valuation done at the time of one-time
settlement and the valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof.
• Suspension of debentures of the Company from trading on account of any corporate
action or otherwise.
• Default in repayment of loans from any banks and financial institutions.

15. ACKNOWLEDGEMENTS:

Your Directors take this opportunity to express their sincere gratitude to the customers and
investors of the Company for their confidence and patronage; to the shareholders, regulatory
bodies, bankers, rating agencies and other stake holders for their unyielding support and
guidance; and to the employees for their commitment, hard work and zeal during the financial
year.

For and on behalf of the Board of Directors

For Godrej Finance Limited

Sd/- Sd/-
Pirojsha Godrej Manish Shah
Chairperson Non-Executive Director
DIN: 00432983 DIN: 06422627

Place: Mumbai
Date: April 30, 2024

Registered Office:
Godrej One, Pirojshanagar, Eastern Express Highway,
Vikhroli (East), Mumbai 400 079
CIN: U67120MH1992PLC065457
Tel No.: 022 -68815555
 Annexure A
!}(at/ii & .!Jlssociates
COMPANY SECRETARIES
A-303, Prathamesh, 3rd Floor, Raghuvanshi Mills Compound, 11-12, Senapati Bapat Marg, Lower Parel (W), Mumbai - 400 013.
Tel.: 4076 4444 / 2491 1222 • Fax : 4076 4466 • E-mail : associates.rathi8@gmail.com

SECRETARIAL AUDIT REPORT

[Pursuant to Section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014}

FOR THE FINANCIAL YEAR ENDED 3JS1 MARCH, 2024

To,
The Members
GODREJ FINANCE LIMITED
Godrej One, Pirojshanagar,
Eastern Express Highway,
Vikhroli (East), Mumbai - 400079

Dear Sirs,

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions
and the adherence to good corporate governance practices by Godrej Finance Limited
(hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided
us a reasonable basis for evaluating the corporate conducts/statutory compliances and
expressing our opinion thereon.

Based on our verification of the Company's books, papers, minutes books, form s and returns
filed and other records maintained by the Company and also the information provided by the
Company, its officers, agents and authorized representatives during the conduct of secretarial
audit, we hereby report that in our opinion, the Company has, during the audit period covering
the financial year ended on 3 l51 March, 2024, complied with the statutory provisions listed
hereunder and also that the Company has proper Board processes and compliance mechanism
in place to the extent, in the manner and subject to the reporting made hereinafter:

I. We have examined the books, papers, minute books, forms and returns filed and other
records maintained by the Company as given in Annexure I, for the financial year ended
on 31 st March, 2024, according to the provisions of:

(i) The Companies Act, 2013 ("the Act") and the rules made there under to the extent
applicable;

(ii) The Depositories Act, 1996 and the Regulations and Bye - laws framed thereunder;

(iii) Foreign Exchange Management Act, 1999 and the rules and regulations made there
under Overseas Direct Investment and External Commercial Borrowings; (applicable
to the extent ofForeign Direct Investment);

(iv) The following Regulations, Guidelines and Circulars prescribed under the Securities
and Exchange Board oflndia Act, 1992 'SEBI Act'):

1
 a. The Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 20 15;
b. The Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 to the extent ofChapter V (Obligations of Listed
Entity which has Listed its Non-Convertible Securities);
c. The Securities and Exchange Board oflndia (Issue and Listing of Non-Convertible
Securities) Regulati ons, 2021.
d. Master Circular for issue and listing of Non-convertible Securities, Securitised
Debt Instruments, Security Receipts, Municipal Debt Securities and Commercial
Paper dated August I 0, 2021 ,
e. Master Circular for listing obligations and disclosure requirements for
Nonconvertible Securities, Securitized Debt Instruments and/ or Commercial Paper
(applicable to the extent of Commercial Papers listed by the Company) dated July
29, 2022.

2. Provisions of the fo llowing Regulations and Guidelines prescribed under the Securities
and Exchange Board of India Act, 1992 (" SEBI Act") were not applicable to the
Company during the audit period under report viz.:

1. The Securities Contracts (Regulation) Act, 1956 ('SCRA') and rules made
thereunder;
ii. The Securities and Exchange Board of India (Substantial Acquisition of Shares
and Takeovers) Regulations, 2011 ;
iii. The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018;
1v. The Securities and Exchange Board of India (Delisting of Equity Shares)
Regulations, 2021 ;
v. The Securities and Exchange Board of India (Buyback of Securities) Regulations,
2018;
vi. The Securities and Exchange Board of India (Registrars to an Issue and Share
Transfer Agents) Regulations, I 993, regarding dealing with client; and
v11. The Securities and Exchange Board of India (Share Based Employee Benefits and
Sweat Equity) Regul ations, 202 1;

3. We further repo rt that, having regard to the compliance system prevailing in the
Company and on exam ination of the relevant documents and records in pursuance
thereof, on test-check basis, the Company has complied with other Acts, Laws and
Regulations applicable specifically to the Company viz.

Master Direction - Reserve Bank of lndia (Non-Banking Financial Company - Scale

Based Regulation) Directions, 2023.

We have a lso examined compliance with the applicable clauses of Secretarial Standards -
I and 2 issued by T he Institute of Company Secretaries of India under the provisions of
Companies Act, 20 13.

During the financial year under report, the Company has complied with the provisions of
the Act, Rules, Regulations, G uidelines, Standards, etc. mentio ned above.

2
We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Non-
Executive Directors and Independent Directors. There were no changes in the composition of
the Board of Directors that took place during the year under review were carried out in
compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and deta iled
notes on agenda were sent at least seven days in advance, and a system exists for seeking and
obtaining further information and clarifications on the agenda items before the meeting and for
meaningful participation at the meeting.

None of the members have communicated dissenting views, in the matters/agenda proposed
from time to time for consideration of the Board and its Committees thereof, during the year
under the report, hence were not required to be captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the Company commensurate
with the size and operations of the Company to monitor and ensure compliance with applicable
laws, rules, regulations and guide lines.

As regards, events/actions having a major bearing on the Company's affairs in pursuance of

the above referred laws, rules, regulations, guidelines, standards, etc. we report that during the
year under report:

(i) The Company issued Equity Shares of face value of Rs. 10/- each on Rights basis, ranking
pari passu with the existing Equity Shares of the Company, at a premium of Rs. 12/- per
Equity Share to the existing Shareholders of the Company, as per the following details:

Date of No. of Equity Issue price Total Consideration (In

Allotment Shares (including Premium) Rs.)
per Share (in Rs.)
05.06.2023 9,09,09,091 22 2,00,00,00,002
21.09 .2023 12,95 ,31 ,980 22 2,84,97,03,560
30.09.2023 68,09,422 22 14,98,07,284
29.02.2024 13 ,62,32,846 22 2,99, 71,22,612
Total 36,34,83,339 7 ,99 ,66,33,458

(ii) The following on- Convertible Debentures (NCD's) issued by the Company were listed
on the ational Stock Exchange of India Limited SE Limited):

ISIN Face Total no of Listing Date Maturity Date

Value NCDs
per NCD
INE02KN07022 1,00,000 20,000 19-0 l-2024 I 8-01-2027
rNE02KN07030 1,00,000 10,000 19-03-2024 I 5-03-2027

(iii) The Shareho lders of the Company, at the Annual General Meeting (AGM) held on 22 nd
May, 2023 approved the following :

(a) Appointment of Mr. Hemant Adarkar (DI :03127893) as Independent Director for
a tenure of 5(five) years with effect from October 27, 2022
3
 (b) Appointment of Ms. Anisha Motwani (DTN:06943493) as lndependent Director for
a tenure of 5(five) years with effect from January 09, 2023

(c) Payment of commission to Independent Director(s)ofthe Company for F.Y. 2022-

23

(d) Amendment to the Incidental Objects clause of the Memorandum of Association of

the Company by inserting a clause to enable the Company to undertake business /
services as an insurance Intermediary

(e) Amendment to the Articles of Association of the Company by inserting an article

to enable appointment a person nominated by the debenture trustee(s) as a Director
on the Board of Directors of the Company in event of default as per Regulation
15(1)(e) of the SEBI (Debenture Trustees) Regulations, 1993

(f) Authority to the Board of Directors for borrowing monies upto Rs. 7,500 Crores
pursuant to Section 180( 1)(c) of the Companies Act, 2013;

(g) Authority to the Board of Directors to secure credit facilities upto Rs. 7,500 Crores
pursuant to Section 180(l)(a) of the Companies Act, 2013 ;

(h) Authority to the Board of Directors to issue listed/unlisted, secured/ unsecured Non-
convertible debentures on private placement basis upto Rs. 2000 Crores.

(i v) On advisement of the Insurance Regulatory and Development Authority of India, the

Shareholders of the Company, at their Extra-Ordinary General Meeting held on 25 th
August, 2023 approved deletion of clause pertaining to undertake business / services as
an Insurance Intermediary inserted under the Incidental Object of the Memorandum of
Association of the Company and approved insertion of said clause under Main Object of
the Memorandum of Association of the Company.

For RATHI & ASSOCIATES

COMPANY SECRETARIES

~~~~~
NEHA R LAHOTY
PARTNER
Place: Mumbai M. NO. FCS 8568
Date: April 30, 2024 C.P. No. 10286
UDIN: F008568F000271325
P.R. Certificate No.: 668/2020

4
 ANNEXURE-1

List of documents verified

I. Memorandum & Articles of Association of the Company.

2. Annual Report for the financial year ended 31 st March 2023 .
3. Minutes of the meetings of the Board of Directors and Committees held during the financial
year under report along with Attendance Register.
4. Proof of circulation & Delivery of notice for Board meetings and Committee Meetings.
5. Proof of circulation of draft Board and Committee meetings minutes as per Secretarial
Standards.
6. Various Policies made under the Companies Act, 2013 and the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 20 I 5.
7. Copies of Notice, Agenda and Notes to Agenda submitted to all the directors / members for
the Board Meetings and Committee Meetings as well as resolutions passed by circulation;
8. Minutes of General Body Meetings held during the financial year under report.
9. Statutory registers applicable to the Company under the Companies Act, 2013.
I 0. Agenda papers submitted to all the Directors/members for the Board Meetings.
11. Declarations/Disclosures received from the Directors/ Chief Financial Officer of the
Company pursuant to the provisions of Section 184( I), Section 164(2) and Section 149(7)
of the Companies Act, 2013.
12. e-Forms filed by the Company from time to time under applicable provisions of the
Companies Act, 2013 and attachments thereof during the financial year under report.
13. Intimations / documents / reports / returns filed with the Stock Exchanges pursuant to the
provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 during the financial year under report;
14. Statement of Related Party Transactions entered into by the Company during the financial
year under report;
15. Details of Sitting Fees paid to all Non - Executive Directors for attending the Board
Meetings and Committees.

5
 ANNEXURE-11

To
The Members
Godrej Finance Limited
Mumbai

Dear Sirs,

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 check basis to ensure that correct facts are reflected in
secretarial records. We believe that the processes and practices that 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. Wherever 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.

For RA Till & ASSOCIATES

COMPANY SECRETARIES

EHARLAHOTY
PARTNER
Place: Mumbai M. NO. FCS 8568
Date: April 30, 2024 C.P. No. 10286
UDIN: F008568F000271325
P.R. Certificate No.: 668/2020

6
GODREJ FINANCE LIMITED ANNUAL REPORT 2023-24

Annexure B

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

1. INDUSTRY STRUCTURE AND DEVELOPMENTS

Over the past three Fiscals, the Indian economy has outperformed its global counterparts by
witnessing a faster growth. Going forward as well, IMF projects that Indian economy will remain
strong and would continue to be one of the fastest growing economies. The growth in the economy
is supported by the investment in both physical and digital infrastructure by the Government.
Government capex as a percentage of GDP is at a multi decadal high. Directionally this will assist
the growth in the economy in the coming years. Some of the initiatives taken by the government to
support manufacturing through PLI schemes and the Make in India Initiatives. Productivity gains
and the improvement in infrastructure would push India to be a USD 7 TN economy by the end of
this decade.

A growing economy will continue to need credit. Historically basis the growth trends, the growth
of credit has always outpaced the growth of the GDP. It is expected that while the economy will
grow by ~7% in FY 2025, the credit growth would be close to 15%.

While the long term growth of the economy is intact, the credit markets faced some headwinds in
FY 24. The central bank had reduced liquidity to a large extent to address multiple factors such as
growth in credit and maintaining the currency. While the credit growth continued to be strong for
most part of the year the industry faced lower margins as RBI reduced liquidity thereby raising cost
of funds.

Additionally, the year also saw geopolitical risks coming to the fore with the ongoing war situation
in Ukraine and the middle east. The supply chains which have been stretched since COVID were
faced challenges. Further to this, inflation reads across the world have been sticky forcing central
bankers across the world to be cautious on rates and we believe that the rates will remain elevated.

Despite the near term volatility, we believe that India and the SME sector in specific will continue to
need growth capital and Godrej Finance would have strong tailwinds for growth. The sector
currently accounts for more than 30% of the GDP and is a significant provider of employment. With
the initiatives from the Government, the small business ecosystem will thrive. Additionally with
rising formalization within the economy, these firms will also have increased ability to avail credit
from formal channels.
The increasing demand and positive sentiments in the Indian retail credit market presents an
opportunity for Godrej Finance to broaden the customer base and better service MSME sector.

For FY 25, it is expected that the SME credit market will expand by 19-21% with stable asset quality
and stable return profile.
 ANNUAL REPORT 2023-24

2. GROWTH AND RISK THEREOF:

The NBFC sector is expected to witness a blend of challenges and growth opportunities. The drive
towards digital transformation, the quest for innovative funding mechanisms, and the strategic
focus on sectors that fuel economic growth will define the trajectory of the sector. The emphasis on
strong risk and governance frameworks, coupled with the sector's ability to adapt to regulatory
changes, will be critical in shaping a resilient and vibrant NBFC ecosystem.

NBFC’s credit is expected to grow at 19-21%. The credit growth will be driven by the retail vertical,
including housing, auto, and microfinance segments. Rapid revival in the economy is expected to
drive consumer demand in Fiscal 2024, leading to healthy growth NBFCs.

The Company is equally committed in helping MSME sector in their growth aspirations and would
take various steps in this regard.

Some significant growth opportunities include:

• Growth in the MSME sector would require credit. MSME credit requirement would grow at 15-
17% CAGR over next few years.
• Larger financial services entities looking to diversify the funding mix and are likely to include
higher incremental share of capital market borrowings, external commercial borrowings and
securitisation. Share of co-lending expected to remain range-bound around ~10% of AUM.
• The RBI’s Monetary Policy Committee (MPC) is expected to be on an extended pause for the next
few meetings, as it evaluates the inflation trajectory and growth momentum.
• Focus on technology to enhance end-to-end customer journeys and providing enhanced seamless
and personalised experience to customers.

Risk factors –

• Competition within this segment is increasing. While some non banking companies have gone
through upheavals, newer players have come into this segment and are well capitalised for
growth. Banks are also focussing on growing their presence within this segment.
• While the pause on rate hikes has augured well for financial markets, elevated bank lending rates
could tighten financial conditions for some segments of the economy which could ease down
subsequently basis the direction of the economy.
• Lending Institutions expect further improvement in the asset quality indicators. However,
increase in delinquencies is expected as the portfolio built over the last couple of years starts to
season.
 ANNUAL REPORT 2023-24

3. SEGMENT–WISE OR PRODUCT-WISE PERFORMANCE OF THE COMPANY.

The Company focuses on retail lending. It’s total Asset Under Management (AUM) as on
March 31, 2024 is Rs. 4,84,183.61 Lakhs out of which 58.72% comprises of Loan Against property,
25.48% comprises of Unsecured Business Loans, 9.47% comprises of Construction Finance and 6.33%
comprises of Pass through certificates.

4. OUTLOOK

The Company has a positive outlook for FY 2024-25. The Company has established its business in
38 branches and shall contemplate expanding into more areas.

The Company has made substantial investment in people, processes and technology which is
expected to bear fruit this year. As the economy will open up, there is expected to be significant
opportunity for growth.

5. RISK MANAGEMENT:

Overall Risk Management:

The Company aims to operate within an effective risk management framework to actively manage
various risks (including credit risk, market risk, operational risk, fraud risk etc) faced by an NBFC,
in a manner consistent with its risk appetite. Accordingly, it has adopted a Risk Management Policy
which aims to establish a risk culture and risk governance framework, under the guidance of its
Board of Directors, to enable identification, measurement, mitigation, and reporting of risk within
the Company.

The Company has an active Risk Management Committee which reviews portfolio quality risk,
interest rate and liquidity risk, credit concentration risk, legal risk, regulatory & compliance risk,
people risk, IT risk & their impact and mitigation thereto.

Credit & Fraud Risk Management:

All the cases are approved by the Credit Underwriting team and Credit Committee at different levels
with respective approval limits.

The Company has established Fraud Containment Unit (FCU) and manages fraud risk by focusing
on preventing frauds, ensuring early detection, proactive communication and awareness building
on recurrent frauds and how to mitigate them.

Asset Liability Management (ALM) & Liquidity Management:

Asset Liability Management is addressed optimally and within the norms stipulated by RBI/ALM
Policy. Company is well positioned to meet its liquidity needs by maintaining positive ALM. The
Company is committed to maintain Liquidity Coverage Ratio (LCR) as per RBI guidelines.
 ANNUAL REPORT 2023-24

6. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has institutionalised a strong compliance and control culture across all the business
activities recognising the importance of transparency and trust.

The internal controls of the Company are commensurate with the business requirements, its scale of
operation and applicable statutes to ensure orderly and efficient conduct of business. These controls
have been designed to ensure assurance regarding maintaining proper accounting controls,
substantiation of financial statement, safeguarding of resources, prevention and detection of frauds
and errors, ensuring operating effectiveness, reliability of financial reporting, compliance with
applicable regulations and relevant matters covered under section 134 (5) (e) of the Companies Act,
2013.

The Company has implemented a RBIA Programme in accordance with the requirements of RBI.
Internal Audit function headed by the Head Internal Audit has organizational independence
functionally reporting into the Audit Committee of the Board. Internal Audit Reports are regularly
reviewed by the management and necessary preventive/corrective action is initiated to strengthen
the controls and enhance the effectiveness of existing systems.

To further strengthen governance framework, the Company has appointed a Chief Compliance
Officer (CCO). Under CCO’s supervision, the compliance function shall, among others, be
responsible for identification and assessment of compliance risks, provide guidance on related
matters and monitor and test compliances across the organisation.

7. DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL

PERFORMANCE

The Company's performance during the year ended March 31, 2024, as compared to the previous
financial year ended March 31, 2023, is summarized below:
(Rs. In Lakhs)
Particulars For the Financial year ended For the Financial year ended
as on 31st March 2024 as on 31st March 2023

Total Income 39,803.13 6,563.45

Total Expenditure 42,723.70 13,461.31
Profit/(Loss) before Tax (2,920.57) (6,897.86)
Tax Expense - 0.39
Net Profit/(Loss) after Tax (2,920.57) (6898.25)
 ANNUAL REPORT 2023-23

8. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS

FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED

The Company’s success depends largely upon the quality and competence of its management team
and key personnel’s. Attracting and retaining talented professionals is therefore a key element of the
Company’s strategy and a significant source of competitive advantage. The Company’s people bring
to the stage multi-sectoral experience, technological experience, and domain knowledge.

The team strength increased to 700 employees during FY 2023-24 as compared to 412 employees for
the previous year with a view to build up and expand the business capacity in the early formative
years of the Company.

The Company recognizes people as its most valuable asset and has taken initiatives in the direction
to develop and drive the culture of high performance and meritocracy. The Company’s mission on
creating a high-performance culture has been further strengthened through activities such as
constant focus on training & up-skilling and safety measures for everyone involved.

The Company is committed to maintain the highest standards of health, safety and security for its
employees and business associates and to operate in a healthy and safe environment.

9. CAUTIONARY STATEMENT:

Some statements in this Management Discussion and Analysis Report describing the Company’s
objectives, projections, estimates and expectations may be ‘forward looking’ within the meaning of
applicable laws and regulations. Actual results may differ from those expressed or implied.

For and on behalf of the Board of Directors

For Godrej Finance Limited

Sd/- Sd/-
Pirojsha Godrej Manish Shah
Chairperson Non-Executive Director
DIN: 00432983 DIN: 06422627

Place: Mumbai
Date: April 30,2024

Registered Office:
Godrej One, Pirojshanagar, Eastern Express Highway,
Vikhroli (East), Mumbai 400 079
CIN: U67120MH1992PLC065457
Tel No.: 022-68815555
CHHAJED DOSHI
CHARTERED ACCOUN T ANTS

INDEPENDENT AUDITOR’S REPORT

To the Members of Godrej Finance Limited

Report on the Audit of the Ind AS Financial Statements

Opinion

We have audited the Ind AS Financial Statements of Godrej Finance Limited (‘the company’), which
comprise the Balance Sheet as at 31stMarch 2024, the Statement of Profit and Loss(including other
Comprehensive Income), Statement of Changes in Equity and Statement of Cash Flows for the year
then ended, and notes to the Ind AS financial statements, including a summary of material
accounting policies and other explanatory information (“the financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid Ind AS financial statements give the information required by the Companies Act, 2013 (the
“Act”) in the manner so required and give a true and fair view in conformity with Indian Accounting
Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting
Standards) Rules, 2015, as amended (“Ind AS”) and other accounting principles generally accepted in
India, of the state of affairs of the Company as at 31st March 2024, and its loss, total comprehensive
loss, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the Ind AS financial statements in accordance with the Standards on
Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities
under those Standards are further described in the Auditor’s Responsibilities for the Audit of the
financial statements section of our report. We are independent of the Company in accordance with
the Code of Ethics issued by the Institute of Chartered Accountants of India (“ICAI”) together with
the ethical requirements that are relevant to our audit of the financial statements under the
provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that
the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion
on the financial statements.

Key Audit Matters

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

Sr.no Key Audit Matter Response to Key Audit Matter

1 Information technology (IT) systems used
in financial reporting process.

The company’s operational and financial We obtained an understanding of the

processes are dependent on IT systems due Company’s IT control environment relevant to
to large volume of transactions that are the audit.
processed daily.
Page 1 of 14

Head Office: 101 Hubtown Solaris, Near East West Flyover, N. S. Phadke Marg, Andheri (E), Mumbai 400069
 Phone: 022-61037878  Fax: 022-61037879  E mail: info@cndindia.com
_________________________________________________________________________________________________
Branches:  Ahmedabad  Bengaluru  Delhi  Dombivli  Marine Lines
CHHAJED DOSHI
CHARTERED ACCOUN T ANTS

We tested the design, implementation, and

We therefore identified IT systems and operating effectiveness of the Company’s
controls over financial reporting as a key General IT controls over the key IT systems
audit matter for the Company. which are critical to financial reporting.

We also tested key automated and manual

controls and logic for system generated
reports relevant to the audit that would
materially impact the financial statements.

In addition to above, we have also relied on

the work of the internal auditors.

2 Impairment of Financial Assets held at

amortised cost:

Since the loans and advances form a major We evaluated appropriateness of the
portion of the Company’s assets, and due impairment principles used by management
to the significance of the judgments used in based on the requirements of Ind AS 109 and
classifying loans and advances into various our business understanding.
stages as stipulated in Indian Accounting
Standard (IND AS) 109, and the We assessed the design and implementation
management estimation of the related of controls over loan impairment process used
impairment provisions this is a key audit to calculate the impairment charge.
matter.
We evaluated management’s controls over
The Company’s impairment allowance is collation of relevant information used for
derived from estimates including the determining estimates for management
historical default and loss ratios. overlays.
Management exercises judgement in
determining the quantum of loss based on We tested review controls over measurement
a range of factors. The most significant of impairment allowances and disclosures in
areas are: financial statements.
- Segmentation of loan book
- Determination of exposure at default
- Loan staging criteria
- Calculation of probability of default / Loss
given default

The application of ECL model requires

several data inputs. This increases the risk
of completeness and accuracy of the data
that has been used to create assumptions
in the model.

Refer note no. 6to the Financial

Statements.

Page 2 of 14

Head Office: 101 Hubtown Solaris, Near East West Flyover, N. S. Phadke Marg, Andheri (E), Mumbai 400069
 Phone: 022-61037878  Fax: 022-61037879  E mail: info@cndindia.com
_________________________________________________________________________________________________
Branches:  Ahmedabad  Bengaluru  Delhi  Dombivli  Marine Lines
CHHAJED DOSHI
C H A RTERED ACCO UNT A NT S

Information Other than the Financial Statements and Auditor’s Report Thereon

The Company’s Board of Directors is responsible for the preparation of the other information. The
other information comprises the information included in the Board’s Report including Annexures to
Board’s Report and Management Discussion and Analysis report but does not include the financial
statements and our auditor’s report thereon. The Director’s report and Management Discussion and
Analysis report is expected to be made available to us after the date of this auditor's report.

Our opinion on the financial statements does not cover the other information and we do not express
any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with
the financial statements or our knowledge obtained in the audit, or otherwise appears to be
materially misstated.

When we read the Director’s report and Management Discussion and Analysis report, if we conclude
that there is a material misstatement therein, we are required to communicate the matter to those
charged with governance as required under SA 720 ‘The Auditor’s responsibilities Relating to Other
Information’.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

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

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

Those Board of Directors are also responsible for overseeing the Company’s financial reporting
process.

Page 3 of 14

Head Office: 101 Hubtown Solaris, Near East West Flyover, N. S. Phadke Marg, Andheri (E), Mumbai 400069
 Phone: 022-61037878  Fax: 022-61037879  E mail: info@cndindia.com
_________________________________________________________________________________________________
Branches:  Ahmedabad  Bengaluru  Delhi  Dombivli  Marine Lines
CHHAJED DOSHI
C H A RTERED ACCO UNT A NT S

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance but is not a
guarantee that an audit conducted in accordance with SAs will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:

 Identify and assess the risks of material misstatement of the financial statements, whether
due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
 Obtain an understanding of internal controls relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we
are also responsible for expressing our opinion on whether the Company has adequate
internal financial controls system in place and the operating effectiveness of such controls.
 Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.
 Conclude on the appropriateness of management’s use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Company’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor’s report to the related disclosures in the financial
statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are
based on the audit evidence obtained up to the date of our auditor’s report. However,
future events or conditions may cause the Company to cease to continue as a going concern.
 Evaluate the overall presentation, structure and content of the financial statements,
including the disclosures, and whether the financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence, and
where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters
that were of most significance in the audit of the financial statements of the current period and are
therefore the key audit matters. We describe these matters in our auditor’s report unless law or
regulation precludes public disclosure about the matter or when, in extremely rare circumstances,

Page 4 of 14

Head Office: 101 Hubtown Solaris, Near East West Flyover, N. S. Phadke Marg, Andheri (E), Mumbai 400069
 Phone: 022-61037878  Fax: 022-61037879  E mail: info@cndindia.com
_________________________________________________________________________________________________
Branches:  Ahmedabad  Bengaluru  Delhi  Dombivli  Marine Lines
CHHAJED DOSHI
C H A RTERED ACCO UNT A NT S

we determine that a matter should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh the public interest benefits of
such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by the
Central Government in terms of sub-section (11) of section 143 of the Act, we give in
“Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to
the extent applicable.

2. As required by Section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best
of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the
Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive
Income), the Statement of changes in Equity and the Statement of Cash Flows dealt
with by this Report are in agreement with the books of accounts.

d) In our opinion, the aforesaid financial statements comply with the Ind AS specified
under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,
2014.

e) On the basis of the written representations received from the directors as on 31st
March 2024, taken on record by the Board of Directors, none of the directors is
disqualified as on 31st March 2024, from being appointed as a director in terms of
Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial
reporting of the Company and the operating effectiveness of such controls, refer to
our separate Report in “Annexure B”.

g) With respect to the other matters to be included in the Auditor’s Report in

accordance with the requirements of section 197(16) of the Act, as amended:
In our opinion and to the best of our information and according to the explanations
given to us, remuneration paid by the company to its Directors is in accordance with
the provisions of this section.

Page 5 of 14

Head Office: 101 Hubtown Solaris, Near East West Flyover, N. S. Phadke Marg, Andheri (E), Mumbai 400069
 Phone: 022-61037878  Fax: 022-61037879  E mail: info@cndindia.com
_________________________________________________________________________________________________
Branches:  Ahmedabad  Bengaluru  Delhi  Dombivli  Marine Lines
CHHAJED DOSHI
C H A RTERED ACCO UNT A NT S

h) With respect to the other matters to be included in the Auditor’s Report in

accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our
opinion and to the best of our information and according to the explanations given
to us:

(i) The Company has disclosed the impact of pending litigations on its financial
position in its financial statements- Refer Note No. 30 of the financial
statements.

(ii) The Company did not have any long-term contracts including derivative
contracts for which there were any material foreseeable losses.

(iii) There were no amounts which were required to be transferred to the

Investor Education and Protection Fund by the Company.

(iv) (a)The management has represented that, to the best of its knowledge
and belief, no funds have been advanced or loaned or invested (either
from borrowed funds or share premium or any other sources or kind of
funds) by the company to or in any other person or entity, including
foreign entity ("Intermediaries"), with the understanding, whether
recorded in writing or otherwise, that the Intermediary shall, whether,
directly or indirectly lend or invest in other persons or entities identified in
any manner whatsoever by or on behalf of the Company ("Ultimate
Beneficiaries") or provide any guarantee, security or the like on behalf of
the Ultimate Beneficiaries;

(b) The management has represented, that, to the best of its knowledge
and belief, no funds have been received by the Company from any person
or entity, including foreign entity ("Funding Parties"), with the
understanding, whether recorded in writing or otherwise, that the
Company shall, whether, directly or indirectly, lend or invest in other
persons or entities identified in any manner whatsoever by or on behalf of
the Funding Party ("Ultimate Beneficiaries") or provide any guarantee,
security or the like on behalf of the Ultimate Beneficiaries; and

(c) In our opinion and based on the audit procedures, we have considered
reasonable and appropriate in the circumstances; nothing has come to
our notice that has caused us to believe that the representations under
sub-clause (a) and (b) contain any material misstatement.

(v) No dividend has been declared or paid during the year by the Company
hence section 123 of the Companies Act, 2013 is not applicable.

(vi) (a) Based on our examination, which included test checks, the Company
has used accounting softwares for maintaining its books of account for the
financial year ended March 31, 2024 which has a feature of recording
audit trail (edit log) facility and the same has operated throughout the
year for all relevant transactions recorded in the softwares. Further,
during the course of our audit we did not come across any instance of the
audit trail feature being tampered with.

Page 6 of 14

Head Office: 101 Hubtown Solaris, Near East West Flyover, N. S. Phadke Marg, Andheri (E), Mumbai 400069
 Phone: 022-61037878  Fax: 022-61037879  E mail: info@cndindia.com
_________________________________________________________________________________________________
Branches:  Ahmedabad  Bengaluru  Delhi  Dombivli  Marine Lines
CHHAJED DOSHI
C H A RTERED ACCO UNT A NT S

(b) As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is

applicable from April 1, 2023, reporting under Rule 11(g) of the Companies
(Audit and Auditors) Rules, 2014 on preservation of audit trail as per the
statutory requirements for record retention is not applicable for the
financial year ended March 31, 2024.

For Chhajed & Doshi

Chartered Accountants
(FRN: 101794W)

M. P. Chhajed
Partner
M. No. 049357
Place: Mumbai
Date: April30, 2024
UDIN:24049357BKCFGJ2674

Page 7 of 14

Head Office: 101 Hubtown Solaris, Near East West Flyover, N. S. Phadke Marg, Andheri (E), Mumbai 400069
 Phone: 022-61037878  Fax: 022-61037879  E mail: info@cndindia.com
_________________________________________________________________________________________________
Branches:  Ahmedabad  Bengaluru  Delhi  Dombivli  Marine Lines
CHHAJED DOSHI
C H A RTERED ACCO UNT A NT S

Annexure A to the Independent Auditor’s Report

Annexure referred to in our report of even date to the members of Godrej Finance Limited on the
accounts for the year ended 31st March 2024.

According to the information and explanations sought by us and given by the Company and the
books of accounts and records examined by us in the normal course of audit, and to the best of our
knowledge and belief, we state that,

3(i)(a)(A) The Company has maintained proper records showing full particulars, including quantitative
details and situation of Property, Plant and Equipment.

(B) The Company has maintained proper records showing full particulars of intangible assets.

(b) The Company has a program of verification of Property, Plant and Equipment to cover all the
items at major locations in a phased manner over a period of two years which, in our
opinion, is reasonable having regard to the size of the company and the nature of its assets.
Based on the information and explanation given to us and on verification of the records of
the Company, the physical verification was conducted by the company as per the verification
plan during the year. No material discrepancies were observed on such verification.

(c) The Company does not own any immovable properties therefore provisions of the clause
3(i)(c) of the order is not applicable.

(d) The company has not revalued its Property, Plant and Equipment (including Right of Use
assets) or intangible assets or both during the year.

(e) As per the information and explanation provided to us, no proceedings have been initiated
or are pending against the company for holding any benami property under the Benami
Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

3(ii)(a) The company does not have any inventory and hence reporting under clause 3(ii)(a) of the
order is not applicable.

(b) The company has been sanctioned working capital limits in excess of five crore rupees, in
aggregate from banks or financial institutions on the basis of security of current assets
namely financial asset. Based on our verification, the quarterly statements filed by the
company with such banks and financial institutions are in agreement with the books of
account of the Company.

3(iii)(a) The company being a Non-Banking Finance Company, the provisions of clause 3(iii)(a) are not
applicable to the company.

(b) According to the information and explanations given to us and based on the verification of
the records and in our opinion the investments made, security given and the terms and
conditions of the grant of loans and advances in nature of loans are, prima facie, not
prejudicial to the company’s interest. Further, the company has not provided any guarantee
during the year.

(c) The company being a Non-banking Finance company is in the business of granting loans and
advances in the nature of loans. The schedule of repayment of principal and payment of
Page 8 of 14

Head Office: 101 Hubtown Solaris, Near East West Flyover, N. S. Phadke Marg, Andheri (E), Mumbai 400069
 Phone: 022-61037878  Fax: 022-61037879  E mail: info@cndindia.com
_________________________________________________________________________________________________
Branches:  Ahmedabad  Bengaluru  Delhi  Dombivli  Marine Lines
CHHAJED DOSHI
CHARTERED ACCOUN T ANTS

interest has been stipulated and the repayments or receipts are regular except accounts
which are overdue and classified as special mention accounts or non-performing assets as
per RBI norms.

(d) The total amount overdue for more than ninety days is Rs. 117.76 lakhs with respect to
Seventy-nine borrowers .Based on the information and explanations given to us and in our
opinion reasonable steps have been taken by the company for recovery of principal and
interest.

(e) The company being a Non-Banking Finance Company, the provisions of clause 3(iii)(e) are
not applicable to the company.

(f) As per the information and explanation made available to us and in our opinion the company
has not granted any loans or advances in the nature of loans either repayable on demand or
without specifying any terms or period of repayment.

3(iv) The Company is a registered Non-Banking Finance Company to which the provisions of
Sections 185 and 186 of the Companies Act, 2013, are not applicable, and hence reporting
under clause (iv) of CARO 2020 is not applicable.

3(v) The Company has not accepted any deposits from the public, within the meaning of Section
73 to 76 or any other relevant provisions of the Act and Rules framed thereunder. We are
informed that no order has been passed by the Company Law Board or National Company
Law Tribunal or Reserve Bank of India or any court or other tribunal.

3(vi) The maintenance of cost records has not been specified by Central Government under
Section 148(1) of the Companies Act,2013 for the company.

3(vii) (a)According to the information and explanations given to us the Company is generally regular in
depositing undisputed statutory dues including provident fund, employees state insurance,
income tax, service tax, sales tax, value added tax, goods and services tax, cess and other
statutory dues as applicable to the Company with the appropriate authorities. We are informed
that the provisions of Sales Tax, Customs Duty and Excise Duty are not applicable to the
Company.

There were no undisputed amounts payable in respect of Provident Fund, Employees’ State
Insurance, Income-tax, Goods and Services Tax, cess and other material statutory dues in arrears
as at 31 March 2024 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and on the basis of records of the
Company examined by us, there are no cases of non-deposit of disputed dues in respect of
statutory dues stated in (a) above except as stated below.

Name of Nature of Forum where Period to Amount Amount

Statute Dues Dispute is which the Unpaid (Rs. in Deposited
Pending Amount Lakhs) under protest
Relates (Rs. in Lakhs)
Income Tax Income Tax AO AY 2011-12 3.14 -
Act, 1961
Income Tax Income Tax CIT (A) AY 2016-17 3.58 -
Act, 1961
Income Tax Income Tax AO AY 2017-18 3.21 -
Page 9 of 14

Head Office: 101 Hubtown Solaris, Near East West Flyover, N. S. Phadke Marg, Andheri (E), Mumbai 400069
 Phone: 022-61037878  Fax: 022-61037879  E mail: info@cndindia.com
_________________________________________________________________________________________________
Branches:  Ahmedabad  Bengaluru  Delhi  Dombivli  Marine Lines
CHHAJED DOSHI
CHARTERED ACCOUN T ANTS

Act, 1961
Income Tax Income Tax AO AY 2017-18 1.40 -
Act, 1961
Income Tax Income Tax AO AY 2019-20 0.88 -
Act, 1961

3(viii) As per the information and explanation provided to us and as represented to us, there were
no transactions not recorded in the books of account which have been surrendered or
disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

3(ix)(a) According to the information and explanation given to us and based on our audit
procedures, the Company has not defaulted in repayment of loans or borrowings or in the
payment of interest thereon to any lender.

(b) According to the information and explanations provided to us, the company has not been
declared as wilful defaulter by any bank or financial institution or other lender.

(c) According to the information and explanations and records provided to us the term loans
were applied for the purpose for which the loans were obtained.

(d) According to the information and explanations provided to us, in our opinion the funds
raised on short term basis have not been utilised for long term purposes.

(e) According to the information and explanations provided to us and on examination of

records, the company has not taken any funds from any entity or person on account of or to
meet the obligations of its subsidiaries, associates or joint ventures.

(f) According to the information and explanations given to us, the company has not raised any
loans during the year on the pledge of securities held in its subsidiaries, joint ventures or
associate companies.

3(x) (a) The company has not raised money by way of initial public offer or further public offer
(including debt instruments) during the year and hence reporting under clause (x) (a) of the
order is not applicable.

(b) Based on the information and explanations provided to us, the company has not made any
preferential allotment or private placement of shares or convertible debenture (fully,
partially or optionally convertible) during the year. However, shares of holding company
have been issued to employees under the Employee Stock Option Scheme. Shares of the
company have been issued via rights issue. The requirements of section 42 and section 62 of
the Companies Act, 2013, wherever applicable have been complied with and the funds
raised have been used for the purposes for which they have been raised.

3(xi) (a) During the course of our examination of the books and records of the company carried out in
accordance with generally accepted auditing practices in India and according to the
information and explanations given to us, no fraud by and on the company has been noticed
or reported during the year. We have not been informed of any such case by the
management.

Page 10 of 14

Head Office: 101 Hubtown Solaris, Near East West Flyover, N. S. Phadke Marg, Andheri (E), Mumbai 400069
 Phone: 022-61037878  Fax: 022-61037879  E mail: info@cndindia.com
_________________________________________________________________________________________________
Branches:  Ahmedabad  Bengaluru  Delhi  Dombivli  Marine Lines
CHHAJED DOSHI
C H A RTERED ACCO UNT A NT S

(b) No report under sub-section (12) of section 143 of the Companies Act has been filed by the
auditors in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules,
2014 with the Central Government.

(c) According to the explanation given to us by the management, no whistle blower complains
were received during the year by the company.

3(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the Order is
not applicable.

3(xiii) According to the information and explanations given to us and in our opinion, all the
transactions with the related parties are in compliance with sections 177 and 188 of
Companies Act where applicable and the details have been disclosed in the Financial
Statements etc., as required by the applicable accounting standards.

3(xiv)(a) In our opinion the Company has an adequate internal audit system commensurate with the
size and the nature of its business.

(b) We have considered, the internal audit reports for the year under audit, issued to the
Company during the year and till date, in determining the nature, timing and extent of our
audit procedures.

3(xv) In our opinion and according to the information and explanations given to us, the Company
has not entered into any non-cash transactions with its directors or directors of its holding or
subsidiary companies or persons connected with them during the year and hence provisions
of section 192 of the Companies Act, 2013 are not applicable.

3(xvi)(a) The Company is required to be registered under section 45-IA of the Reserve Bank of India
Act, 1934 and it has obtained the registration.

(b) The company is in the business of and has carried on the business of Non- Banking Financial
activities during the year with valid Certificate of Registration (CoR) obtained from the
Reserve Bank of India as per the Reserve Bank of India Act, 1934

(c) The company is a not a Core Investment Company (CIC) as defined in the regulations made
by the Reserve Bank of India and accordingly reporting under clause 3(xvi)(c) of the Order is
not applicable.

(d) The group does not have more than one core investment company as part of the group
defined in Core Investment companies (Reserve Bank) Directions 2016.

3(xvii) The Company has incurred cash losses amounting to Rs.1,431.28 lakhs during the financial
year covered by our audit and Rs. 6,212.47 lakhs in the immediately preceding financial year.

3(xviii) There has been no resignation of the statutory auditors of the Company during the year.

Page 11 of 14

Head Office: 101 Hubtown Solaris, Near East West Flyover, N. S. Phadke Marg, Andheri (E), Mumbai 400069
 Phone: 022-61037878  Fax: 022-61037879  E mail: info@cndindia.com
_________________________________________________________________________________________________
Branches:  Ahmedabad  Bengaluru  Delhi  Dombivli  Marine Lines
CHHAJED DOSHI
C H A RTERED ACCO UNT A NT S

3(xix) On the basis of the financial ratios, ageing and expected dates of realisation of financial
assets and payment of financial liabilities and our knowledge of the Board of Directors and
Management plans and based on our examination of the evidence supporting the
assumptions, nothing has come to our attention, which causes us to believe that any
material uncertainty exists as on the date of the audit report indicating that Company is not
capable of meeting its liabilities existing at the date of balance sheet as and when they fall
due within a period of one year from the balance sheet date. We, however, state that this is
not an assurance as to the future viability of the Company. We further state 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.

3(xx) The company is not required to contribute towards CSR so reporting under clause (xx)(a) to
(b) is not applicable.

For Chhajed & Doshi

Chartered Accountants
(FRN: 101794W)

M. P. Chhajed
Partner
M. No. 049357
Place: Mumbai
Date: April30, 2024
UDIN: 24049357BKCFGJ2674

Page 12 of 14

Head Office: 101 Hubtown Solaris, Near East West Flyover, N. S. Phadke Marg, Andheri (E), Mumbai 400069
 Phone: 022-61037878  Fax: 022-61037879  E mail: info@cndindia.com
_________________________________________________________________________________________________
Branches:  Ahmedabad  Bengaluru  Delhi  Dombivli  Marine Lines
CHHAJED DOSHI
C H A RTERED ACCO UNT A NT S

Annexure referred to in our report of even date to the members of Godrej Finance Limitedon the
accounts for the year ended 31st March 2024

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 over financial reporting of Godrej Finance Limited
(“the Company”) as of 31st March2024, in conjunction with our audit of the financial statements of
the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial
controls based on the internal control over financial reporting criteria established by the Company
considering the essential components of internal control stated in the Guidance Note on Audit of
Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants
of India.

These responsibilities include the design, implementation and maintenance of adequate internal
financial controls that were operating effectively for ensuring the orderly and efficient conduct of its
business, including adherence to company’s policies, the safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and completeness of the accounting records, and
the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial
reporting based on our audit. We conducted our audit in accordance with the Guidance Note on
Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the
Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the
Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both
applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered
Accountants of India. Those Standards and the Guidance Note require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about whether
adequate internal financial controls over financial reporting was established and maintained and if
such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the
internal financial controls system over financial reporting and their operating effectiveness. Our
audit of internal financial controls over financial reporting included obtaining an understanding of
internal financial controls over financial reporting, assessing the risk that a material weakness exists,
and testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment
of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our audit opinion on the Company’s internal financial controls system over financial reporting.

Page 13 of 14

Head Office: 101 Hubtown Solaris, Near East West Flyover, N. S. Phadke Marg, Andheri (E), Mumbai 400069
 Phone: 022-61037878  Fax: 022-61037879  E mail: info@cndindia.com
_________________________________________________________________________________________________
Branches:  Ahmedabad  Bengaluru  Delhi  Dombivli  Marine Lines
CHHAJED DOSHI
C H A RTERED ACCO UNT A NT S

Meaning of Internal Financial Controls over Financial Reporting

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

Inherent Limitations of Internal Financial Controls over Financial Reporting

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

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls
system over financial reporting and such internal financial controls over financial reporting were
operating effectively as at 31st March 2024, based on the internal control over financial reporting
criteria established by the Company considering the essential components of internal control stated
in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the
Institute of Chartered Accountants of India.

For Chhajed & Doshi

Chartered Accountants
(FRN: 101794W)

M. P. Chhajed
Partner
M. No. 049357
Place: Mumbai
Date: April30, 2024
UDIN: 24049357BKCFGJ2674

Page 14 of 14

Head Office: 101 Hubtown Solaris, Near East West Flyover, N. S. Phadke Marg, Andheri (E), Mumbai 400069
 Phone: 022-61037878  Fax: 022-61037879  E mail: info@cndindia.com
_________________________________________________________________________________________________
Branches:  Ahmedabad  Bengaluru  Delhi  Dombivli  Marine Lines
Godrej Finance Limited
Balance Sheet as at March 31, 2024
(Currency : Indian Rupees in lakhs)

Particulars Note No. As at As at

March 31, 2024 March 31, 2023
ASSETS
(1) Financial Assets
(a) Cash and cash equivalents 3 25,765.04 11,865.55
(b) Bank balances other than (a) above 4 - 1,525.81
(c) Derivative financial instruments 5 - 25.41
(d) Loans 6 4,80,612.96 1,33,571.46
(e) Investments 7 - 19,514.26
(f) Other financial assets 8 2,073.46 176.58
5,08,451.46 1,66,679.07
(2) Non Financial Assets
(a) Current tax assets (net) 9 973.21 346.81
(b) Deferred tax assets (net) 28 - -
(c) Property, plant and equipment 10 1,719.16 590.36
(d) Right-of-use assets 10 2,156.01 1,362.92
(e) Intangible assets under development 98.46 60.55
(f) Other intangible assets 10 3,209.99 2,066.91
(g) Other non financial assets 11 994.09 432.55
9,150.92 4,860.10
Total Assets 5,17,602.38 1,71,539.17

LIABILITIES AND EQUITY

Liabilities
(1) Financial Liabilities
(a) Payables 12
Trade payables
(i) total outstanding dues of micro enterprises and small enterprises 12.1 22.42 25.68
(ii) total outstanding dues of creditors other than micro enterprises and 12.1 4,417.48 1,965.95
small enterprises
(b) Debt Securities 13 1,13,260.12 20,861.59
(c) Borrowings (Other than Debt Securities) 14 2,56,434.97 93,657.88
(d) Lease liabilities 35 2,203.20 1,406.14
(e) Other financial liabilities 15 15,380.48 4,982.07
3,91,718.67 1,22,899.31
(2) Non-Financial Liabilities
(a) Provisions 16 252.53 110.97
(b) Other non-financial liabilities 17 391.92 264.67
644.45 375.64
(3) Equity
(a) Equity share capital 18 91,818.66 55,470.33
(b) Other equity 19 33,420.60 (7,206.11)
1,25,239.26 48,264.22

Total Liabilities and Equity 5,17,602.38 1,71,539.17

Material Accounting Policies and accompanying notes forming part of the 2-48
Financial Statements.

As per our report of even date attached For and on behalf of the Board of Directors
For Chhajed & Doshi Godrej Finance Limited
Chartered Accountants CIN: U67120MH1992PLC065457
Firm Registration No.: 101794W

M.P.Chhajed Pirojsha Godrej Manish Shah

Partner Director Director
Membership No. - 049357 DIN - 00432983 DIN - 06422627

Mumbai Mumbai
April 30, 2024 April 30, 2024

Kunal Karnani Heer Parekh

Chief Financial Officer Company Secretary

Mumbai Mumbai Mumbai

April 30, 2024 April 30, 2024 April 30, 2024
Godrej Finance Limited
Statement of Profit and Loss for the year ended March 31, 2024
(Currency : Indian Rupees in lakhs)

Note No. For the For the

Particulars
year ended year ended
March 31, 2024 March 31, 2023
Revenue from operations
(i) Interest Income 20 33,389.48 5,766.10
(ii) Fee and Commission Income 21 4,375.70 193.12
(iii) Net gain on fair value changes 22 779.47 600.71
(iv) Net gain on derecognition of financial instruments under amortised cost 22a 473.88 -
I Totalcategory
revenue from operations 39,018.53 6,559.93
II Other Income 23 784.60 3.52
III Total Income ( I + II) 39,803.13 6,563.45

Expenses
(i) Finance costs 24 18,216.13 2,534.24
(ii) Impairment on financial instruments 25 2,751.21 888.56
(iii) Employee Benefits Expenses 26 13,004.58 6,631.19
(iv) Depreciation, amortization and impairment 10 1,489.29 685.39
(v) Other expenses 27 7,262.49 2,721.93
IV Total expenses 42,723.70 13,461.31

V (Loss) before tax for the year ( III - IV) (2,920.57) (6,897.86)

VI Tax Expense - 0.39

(a) Current tax 9 - -
(b) Deferred tax 28 - -
(c) Short / (Excess) provision for earlier years - 0.39

VII Net (loss) after tax for the year ( V - VI) (2,920.57) (6,898.25)

VIII Other Comprehensive Income

Items that will not be reclassified to profit and loss
(i) Remeasurement gains and (losses) on defined benefit obligations (66.68) (25.03)

IX Total Comprehensive income for the year ( VII + VIII) (2,987.25) (6,923.28)

X Earnings per equity share in Rupees (Face value Rs. 10 each)

Basic and Diluted 29 (0.41) (1.57)

Material Accounting Policies and accompanying notes forming part of the Financial 2-48
Statements.

As per our report of even date attached For and on behalf of the Board of Directors
For Chhajed & Doshi Godrej Finance Limited
Chartered Accountants CIN: U67120MH1992PLC065457
Firm Registration No.: 101794W

M.P.Chhajed Pirojsha Godrej Manish Shah

Partner Director Director
Membership No. - 049357 DIN - 00432983 DIN - 06422627

Mumbai Mumbai
April 30, 2024 April 30, 2024

Kunal Karnani Heer Parekh

Chief Financial Officer Company Secretary

Mumbai Mumbai Mumbai

April 30, 2024 April 30, 2024 April 30, 2024
Godrej Finance Limited
Statement of cash flow for the year ended March 31, 2024

(Currency : Indian Rupees in lakhs)

Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
A Cash flow from operating activities
(Loss) before tax (2,920.57) (6,897.86)
Adjustments for
Net gain on fair value change (742.49) (597.71)
Impairment on financial assets 2,751.21 888.56
Depreciation, amortisation and impairment 1,489.29 685.40
Interest income on security deposits (12.50) (3.54)
Remeasurements of the defined benefit plans (66.68) (25.03)
Profit on sale of fixed assets (4.53) -
Operating cash flow before working capital changes 493.73 (5,950.18)
Add / (Less): Adjustments for working capital changes
(Increase)/ Decrease in Other Bank balances 1,525.81 (1,525.81)
Increase/ (Decrease) in Derivative financial instruments 25.41 (25.41)
(Increase)/ Decrease in Loans (3,49,792.71) (1,30,000.44)
(Increase)/ Decrease in Other Financial Assets (1,949.23) (187.81)
(Increase)/ Decrease in Other non financial assets (561.54) (398.30)
Increase/ (Decrease) in Provisions 141.56 110.97
Increase/ (Decrease) in Trade Payables 2,448.27 745.21
Increase/ (Decrease) in Other financial liabilities 10,398.43 4,982.09
Increase/ (Decrease) in Other non-financial liabilities 127.24 218.88
Cash (used in) operations (3,37,143.03) (1,32,030.80)
(Income tax paid)/ Income tax refund received (626.40) (346.81)
Net cash (used in) operating activities -A (3,37,769.43) (1,32,377.61)

B Cash flow from investing activities

Purchase of property, plant and equipment (1,577.55) (672.46)

Purchase of intangible assets (1,658.24) (2,252.68)
Movement in intangible assets under development (37.91) 1,282.35
Proceeds from sale of property, plant and equipment 42.56 -
Purchase of investments (4,92,106.52) (2,72,970.04)
Proceeds from sale of investments 5,12,363.28 2,58,183.27
Net cash generated from/(used in) investing activities - B 17,025.62 (16,429.56)

C Cash flow from financing activities

Proceeds from issue of equity shares (including securities premium) 79,962.29 50,000.00
Repayment of Lease Obligations (494.62) (316.49)
Proceeds from issue of debt securities 2,22,380.75 45,440.79
Repayment of debt securities (1,29,982.21) (24,579.20)
Proceeds from borrowings (other than Debt securities) 3,45,700.00 1,19,850.00
Repayment of borrowings (other than Debt securities) (1,82,922.91) (32,192.12)

Net cash generated from financing activities - C 3,34,643.30 1,58,202.98

Net increase / (Decrease) in cash and cash equivalents (A+B+C) 13,899.49 9,395.81

Cash and cash equivalent as at the beginning of the year 11,865.55 2,469.74
Cash and cash equivalent as at the end of the year 25,765.04 11,865.55
Godrej Finance Limited
Statement of cash flow for the year ended March 31, 2024

(Currency : Indian Rupees in lakhs)

Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023

Notes:
i) Reconciliation of cash and cash equivalents as per the statement of cash flow
Particulars March 31, 2024 March 31, 2023
Cash and Cash Equivalents as per above comprise of the following:
- Cash in Hand 1.90 -
- In Current accounts 25,762.64 1,887.42
- In certificate of deposits - 9,978.13
- Cheques, drafts on hand 0.50 -
Balances as per statement of cash flow 25,765.04 11,865.55

ii) The above Statement of Cash Flow has been prepared under the indirect method as set out in Indian Accounting Standard - 7 " Statement
of Cash flow ".

iii) There is no amount of cash and cash equivalent balances held by the entity that are not available for use by the group.

Material Accounting Policies and accompanying notes forming part of the 2-48
Financial Statements.

As per our report of even date attached For and on behalf of the Board of Directors
For Chhajed & Doshi Godrej Finance Limited
Chartered Accountants CIN: U67120MH1992PLC065457
Firm Registration No.: 101794W

M.P.Chhajed Pirojsha Godrej Manish Shah

Partner Director Director
Membership No. - 049357 DIN - 00432983 DIN - 06422627
Mumbai Mumbai
April 30, 2024 April 30, 2024

Kunal Karnani Heer Parekh

Chief Financial Officer Company Secretary
Mumbai Mumbai Mumbai
April 30, 2024 April 30, 2024 April 30, 2024
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024

1. Corporate Information

Godrej Finance Limited was incorporated on February 17, 1992 and is registered with the Reserve Bank of India as a Systemically
Important Non-Deposit taking Non-Banking Financial Company (NBFC-ND-SI). The Company's primary business is advancing loans and
financing. The Company has its registered office at Pirojshanagar, Eastern Express Highway, Vikhroli (East), Mumbai 400079.The
Company is a wholly owned subsidiary of Godrej Capital Limited w.e.f from March 30, 2023.

2 Basis of preparation & Material accounting policies

2.1 Statement of compliance

The financial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under the
Companies (Indian Accounting Standards) Rules, 2015 as amended by the Companies (Indian Accounting Standards) Rules, 2016. These
financial statements together with the comparative reporting period have been prepared in accordance with the recognition and measurement
principles as laid down in lnd AS, prescribed under Section 133 of the Companies Act, 2013 ('the Act') and guidlines issued by Reserve
Bank of India (RBI) , as amended from time to time.

The Company uses accrual basis of accounting except in case of significant uncertainties. The accounting policies are applied consistently to
all the financial years presented in the financial statements.

The financial statements are prepared on a going concern basis, as the Management is satisfied that the Company shall be able to continue
its business for the foreseeable future and no material uncertainty exists that may cast significant doubt on going concern assumption. In
making this assessment, the Management has considered a wide range of information relating to present and future conditions, including
future projections of profitability, cash flows and capital resources.

The financial statements of the Company for the year ended March 31, 2024 were approved for issue in accordance with the resolution of
the Board of Directors on April 30, 2024.

2.2 Basis of measurement

The financial statements have been prepared on an accrual basis under the historical cost convention as modified by the application of fair
value measurements required or allowed by the relevant standards under Ind AS.

Historical cost is generally the amount of cash or cash equivalents paid or the fair value of the consideration given in exchange for goods
and services.
The financial statements have been prepared on a historical cost basis except for the fair value through other comprehensive income
(FVOCI) instruments and certain financial assets and financial liabilities measured at fair value through profit and loss statement (FVTPL).

2.3 Functional and Presentation Currency

The financial statements are presented in Indian Rupees (rounded to the nearest lakhs) which is determined to be the functional currency of
the Company and the currency of the primary economic environment in which the Company operates.

2.4 Presentation of financial statements

The Balance Sheet and the Statement of profit and loss are prepared and presented in the format prescribed in the Division III to Schedule
III to the Companies Act, 2013 (“the Act”) as amended from time to time. The Statement of Cash Flows has been prepared and presented as
per the requirements of Ind AS 7 “Statement of Cash Flow”. The disclosure requirements with respect to items in the Balance Sheet and
Statement of Profit and Loss, as prescribed in the Schedule III to the Act, are presented by way of notes forming part of the financial
statements along with the other notes required to be disclosed under the notified Ind AS, RBI and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)

2.5 Use of estimates and judgements

The preparation of financial statements in conformity with Ind-AS requires management to make estimates, judgements and assumptions
that affect the application of accounting policies and the reported amounts of assets and liabilities (including contingent liabilities) and
disclosures as of the date of the financial statements and the reported amounts of revenues and expenses for the reporting period. Actual
results could differ from these estimates. Accounting estimates and underlying assumptions are reviewed on an ongoing basis and could
change from period to period. Appropriate changes in estimates are recognised in the periods in which the Company becomes aware of the
changes in circumstances surrounding the estimates. Any revisions to accounting estimates are recognised prospectively in the period in
which the estimate is revised and future periods. The estimates and judgements that have significant impact on the carrying amount of
assets and liabilities at each balance sheet date listed here in below under critical accounting estimates and judgements.

Information about critical judgements in applying accounting policies, as well as estimates and assumptions that have the most significant
risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are included in the
following notes:

A. Useful lives of property, plant and equipment and intangible assets

The Company reviews the estimated useful lives of property, plant and equipment and intangible assets at the end of each reporting period
or even earlier in case, circumstances change such that the amount recorded value of an asset may not be recoverable.

B. Determination of lease term:

Ind AS 116 – Leases requires lessee to determine the lease term as the non-cancellable period of a lease adjusted with any option to extend
or terminate the lease, if the use of such option is reasonably certain. The Company makes assessment on the expected lease term on lease
by lease basis and thereby assesses whether it is reasonably certain that any options to extend or terminate the contract will be exercised. In
evaluating the lease term, the Company considers factors such as any significant leasehold improvements undertaken over the lease term,
costs relating to the termination of lease and the importance of the underlying to the Company’s operations taking into account the location
of the underlying asset and the availability of the suitable alternatives. The lease term in future periods is reassessed to ensure that the lease
term reflects the current economic circumstances.

C. Fair value of financial instruments

The fair value of financial instruments is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction in the principal (or most advantageous) market at the measurement date under current market conditions (i.e. an exit price)
regardless of whether that price is directly observable or estimated using another valuation technique. When the fair values of financial
assets and financial liabilities recorded in the balance sheet cannot be derived from active markets, they are determined using a variety of
valuation techniques that include the use of valuation models. The inputs to these models are taken from observable markets where possible,
but where this is not feasible, estimation is required in establishing fair values. Judgements and estimates include considerations of liquidity
and model inputs related to items such as credit risk (both own and counterparty), funding value adjustments, correlation and volatility. For
further details about determination of fair value please see Note - 40.

D. Business model assessment

Classification and measurement of financial asset depends upon the results of the solely payment of principal and interest (SPPI) and the
business model test. The Company determines the business model at a level that reflects how groups of financial asset are managed together
to achieve a particular business objective. This assessment includes judgement reflecting all relevant evidence including how the
performance of the asset is evaluated and their performance measured, the risks that affect the performance of the assets and how these are
managed and how the managers of the assets are compensated. The Company monitors financial assets measured at amortised or fair value
through other comprehensive income that are derecognised prior to their maturity to understand the reason for their disposal and whether the
reasons are consistent with the objective of the business for which the asset was held.
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)

E. Provisions
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an
outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the
amount of the obligation.

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation as at the balance
sheet date, taking into account the risks and uncertainties surrounding the obligation.

F. Contingent liabilities
Contingent liabilities are possible obligations whose existence will be confirmed only by uncertain future events or present obligations
where the transfer of economic benefits is not probable or cannot be reliably measured. Contingent liabilities are disclosed unless the
possibility of an outflow of resources embodying economic benefit is remote.

G. Employee Benefits
i) Short-term employee benefits
Short-term employee benefits in respect of salaries and wages, including non-monetary benefits are recognised as an expense at the
undiscounted amount in the statement of profit and loss for the year in which the related service is rendered.

ii) Defined Contribution Plan

The Company's contribution paid/payable during the year towards Provident and other funds is charged to the statement of profit and loss in
the year in which employee renders the related service.

iii) Measurement of defined benefit obligations

The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using actuarial valuations. An
actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the
determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-
term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each financial
year end.

The parameter most subject to change is the discount rate. In determining the appropriate discount rate, the actuary considers the interest
rates of government bonds.

The mortality rate is based on publicly available mortality tables. Those mortality tables tend to change only at interval in response to
demographic changes. Future salary increases and gratuity increases are based on expected future inflation rates.

The Company has an obligation towards gratuity, a non funded defined benefit plan covering eligible employees. Vesting for gratuity occurs
upon completion of five years of service.
Details of the unfunded defined benefit plans for its employees are given in Note - 39 which is as certified by the actuary using projected
unit credit method.

iv) Compensated Absences

Eligible employees of the Company are entitled to compensated absences which are both accumulating and non-accumulating in nature. The
expected cost of accumulating compensated absences is determined by actuarial valuation using projected unit credit method for the unused
entitlement that has accumulated as at the balance sheet date.

H. Effective interest rate

The effective interest rate is the rate that discounts estimated future cash payments or receipts through the expected life of the financial asset
or financial liability to the gross carrying amount of a financial (i.e. its amortised cost before any impairment allowance) or to the amortised
cost of a financial liability. This estimation, by nature, requires an element of judgement regarding the expected behaviour and life-cycle of
the instruments and other fee income/expense that are integral parts of the instrument.

I. Measurement of impairment of loans and advances

Judgement is required by management in the estimation of the amount and timing of future cash flows when determining an impairment
loss for loans and advances in new businesses. In estimating these cash flows, the Company makes judgements about the borrower’s
financial situation compare the borrower's profile with customers having similar profile to estimate probability of default and the net
realisable value of collateral, if any. These estimates are based on assumptions about a number of factors including forward looking
information, and actual results may differ, resulting in future changes to the impairment allowance.
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)

2.6 Recent Pronouncements:

Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under Companies (Indian
Accounting Standards) Rules as issued from time to time. For the year ended March 31, 2024, MCA has not notified any new standards or
amendments to the existing standards applicable to the compnay.

2.7 Material accounting policies

2.7.1 Financial Instruments

Financial assets and financial liabilities are recognised in the balance sheet when the Company becomes a party to the contractual provisions
of the instrument. The Company determines the classification of its financial assets and financial liabilities at initial recognition based on its
nature and characteristics.

2.7.1.1 Financial assets

i) Initial recognition and measurement

All financial assets are recognised initially at fair value plus, in the case of financial assets not recorded at fair value through profit and loss,
transaction costs that are attributable to the acquisition of the financial asset.

The financial assets include investments in mutual funds, trade and other receivables, loans and advances and cash and bank balances.
However, trade and other receivables that do not contain a significant financing component are measured at transaction price.

ii) Subsequent measurement

For the purpose of subsequent measurement, financial assets are classified in the following categories:

• At amortised cost, and

• At fair value through other comprehensive income (FVOCI), and
• At fair value through profit and loss (FVTPL).

Debt instruments at amortised cost

A 'debt instrument' is measured at the amortised cost if both the following conditions are met:
• The asset is held within a business model whose objective is to hold the asset for collecting contractual cash flows, and
• Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal
amount outstanding.

Financial Assets at Amortised Cost

Financial assets at amortised cost include loans receivable, and other financial assets that are held with the objective of collecting contractual
cash flows. After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate
(EIR) method. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an
integral part of the effective interest rate (EIR). The effective interest rate (EIR) amortisation is included in interest income in the statement
of Profit and Loss.
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)

Fair value through other comprehensive income (FVOCI)

Financial assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets’ cash flows
represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through other
comprehensive income (“OCI”), except for the recognition of impairment gains or losses, interest revenue and foreign exchange gains and
losses which are recognised in the statement of Profit and Loss. When the financial asset is derecognised, the cumulative gain or loss
previously recognised in OCI is reclassified from equity to the Statement of profit and loss and recognised in other gains/(losses) (net).
Interest income from these financial assets is included in other income using the effective interest rate (EIR) method.

Fair value through Profit and Loss (FVTPL)

Financial assets that do not meet the criteria for amortised cost or FVOCI are measured at fair value through profit and loss (‘FVTPL’).

iii) Reclassifications
Financial assets are not reclassified subsequent to their initial recognition, except in the period in which the Company changes its business
model for managing financial assets.

iv) Impairment
The provision for credit risks, which is recognized in accordance with the expected credit loss method specified by Ind AS 109 and in
accordance with uniform standards applied, encompasses all financial assets measured at amortised cost. The calculation of the provision
for credit risks generally takes into account the exposure at default, the probability of default and the loss given default.
Financial assets are subject to credit risks, which are taken into account by recognising the amount of the expected loss; such allowances are
recognised for both financial assets with objective evidence of impairment and non-impaired financial assets.

The general approach is used for financial assets measured at amortised cost on initial recognition. Financial assets are broken down into
three stages in the general approach.

Stage 1 consists of financial assets that are being recognised for the first time or that have not demonstrated any significant increase in
probability of default since initial recognition. In this stage, the model requires the calculation of an expected credit loss for the next twelve
months.

Stage 2 consists of financial assets for which there is a significant increase in credit risk. The Company assumes that the credit risk on a
financial asset has increased significantly if it is more than 30 days past due.

Stage 3 Financial assets demonstrating objective indications of impairment are allocated to stage 3. The Company assumes that the financial
asset is credit impaired if it is 90 days or more past due.

In stage 2 and 3, an expected credit loss is calculated for the entire remaining maturity of the asset.

The Company considers a financial asset to be in default when :

- the borrower is unlikely to pay its credit obligations to the Company in full or in part, without recourse by the Company to actions such as
realising security (if any is held): or
- the financial asset is 90 days or more past due.

Both historical information, such as average historical default probabilities for each portfolio, and forward-looking information is used to
determine the measurement parameters for calculating the provision for credit risks.

Impairment arises in a number of situations, such as delayed payment over a certain period, the initiation of enforcement measures, the
threat of insolvency or over indebtedness, application for or the initiation of insolvency proceedings, or the failure of restructuring measures.

Reviews are regularly carried out to ensure that the allowances are appropriate. Uncollectible loans or receivables that are already subject to
a workout process and for which all collateral has been recovered and all further options for recovering the loan or receivable have been
exhausted are written off directly. Any valuation allowances previously recognised are utilised. Income subsequently collected in connection
with loans or receivables already written off is recognised in the statement of profit and loss.

Loans are reported in the balance sheet at the net off Expected Credit Loss (ECL) provision.
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)

Measurement of ECL

The mechanics of the ECL calculations are outlined below and the key elements are, as follows:

The Probability of Default (PD) is an estimate of the likelihood of default over a given time horizon. A default may only happen at a certain
time over the assessed period, if the facility has not been previously derecognised and is still in the portfolio.

The Exposure at Default (EAD) is an estimate of the exposure at a Balance sheet date.

The 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 the
difference between the contractual cash flows due and those that the lender would expect to receive, including from the realisation of any
collateral. It is usually expressed as a percentage of the EAD.

When estimating the ECLs, the company adds a management override to account for stressed scenarios which are then reviewed on a
periodic basis . This takes into account the expected inherent risk for different segments in the portfolio and the macro economic
environment. The assumptions are periodically validated and modified as appropriate.

Impairment losses and releases are accounted for and disclosed separately from modification losses or gains that are accounted for as an
adjustment of the financial asset’s gross carrying value.

v) Write - offs
Financial assets are written off either partially or in their entirety when the Company has no reasonable expectations of recovery. This is
generally the case when the Company determines that the borrower does not have assets or sources of income that could generate sufficient
cash flows to repay the amounts. If the amount to be written off is greater than the accumulated loss allowance, the difference is first treated
as an addition to the allowance that is then applied against the gross carrying amount. Any subsequent recoveries are credited to impairment
of financial instruments in the statement of profit and loss. However, financial assets that are written off may be subject to enforcement
activities to comply with the Company's procedures for recovery of amounts due.

2.7.1.2 Financial liabilities

i) Initial recognition and measurement

All financial liabilities are recognised initially at fair value and, in the case of financial liabilities classified at amortised cost, net of directly
attributable transaction costs. The financial liabilities include trade and other payables, term loans and borrowings, lease liabilities etc.

ii) Subsequent measurement

For the purpose of subsequent measurement, financial liabilities are classified as financial liabilities at amortised cost.

Financial liabilities at amortised cost

After initial recognition, financial liabilities are subsequently measured at amortised cost using the effective interest rate (EIR) method.
Gains and losses are recognised in the statement of profit and loss when the liabilities are derecognised as well as through the effective
interest rate (EIR) amortisation process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the
effective interest rate (EIR). The effective interest rate (EIR) amortisation is included as finance costs in the statement of profit and loss.
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)

2.7.1.3 De-recognition, Modification and Transfer

Financial Asset
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primary derecognised when
;
- The rights to receive cash flows from the asset have expired; or
- the Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in
full without material delay to a third party under as 'pass-through' arrangement; and either (a) the Company has transferred substantially all
the risks and rewards of the asset; or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset,
but has transferred control of the asset.

When the Company has transferred its right to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates
if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the
risks and rewards of the asset, nor transferred control of the asset, the Company continues to recognise the transferred asset to the extent of
the Company's continuing involvement. In that case, the Company also recognises an associated liability. The transferred asset and the
associated liability are measured on a basis that reflects the rights and obligations that the Company has retained.

Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying
amount of the asset and the maximum amount of consideration that the Company could be required to repay.

On derecognition of a financial asset, the difference between the carrying amount of the asset (or the carrying amount allocated to the
portion of the asset derecognised) and the sum of (i) the consideration received (including any new asset obtained less any new liability
assumed) and (ii) any cumulative gain or loss that had been recognised in OCI is recognised in the statement of profit and loss.

If the terms of a financial assets are modified, the Company evaluates whether the cash flow of the modified asset are substantially different.
If the cash flows are substantially different, then the contractual rights to cash flows from the original financial asset are deemed to have
expired. In this case, the original financial asset is derecognised and a new financial asset is recognised at fair value.

If the cash flows of the modified asset carried at amortised cost are not substantially different, then the modification does not result in
derecognition of the financial asset. In this case, the Company recalculates the gross carrying amount of the financial asset as the present
value of the renegotiated or modified contractual cashflows that are discounted at the financial asset's original effective interest rate and
recognises the amount arising from adjusting the gross carrying amount as a modification gain or loss in the the statement of profit and loss.
Any costs or fees incurred adjust the carrying amount of modified financial asset and are amortised over the remaining term of the modified
financial asset. If such a modification is carried out because of financial difficulties of the borrower, then the gain or loss is presented
together with impairment losses, in other cases, it is presented as interest income.

Financial Liability
The Company derecognises a financial liability when its contractual obligations are discharged or cancelled or expire.

The Company derecognises a financial liability when its terms are modified and the cash flows of the modified liability are substantially
different. In this case, a new financial liability based on the modified terms is recognised at fair value. The difference between the carrying
amount of the financial liability extinguished and the new financial liability with modified terms is recognised in the statement of profit and
loss.

2.7.1.4 Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the Balance sheet, if there is currently enforceable legal
right to offset the recognised amounts and there is an intention to settle on a net basis or to realise the assets and settle the liabilities
simultaneously.

2.7.1.5 Derivative financial instruments

The Company enters into derivative financial instruments such as foreign exchange forward contracts to manage its exposure to foreign
exchange rate risk and are measured at fair value through profit or loss.

2.7.1.6 Cash and Cash equivalents

Cash and cash equivalents consist of cash on hand, balances with bank, deposits with bank (with original maturity of three months or less).
For the purposes of presentation in the statement of cash flow, cash and cash equivalents include cash on hand and current account balances
with banks that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)

2.7.1.7 Fair value measurement

The Company's accounting policies and disclosures require the measurement of fair values for financial instruments. The management
regularly reviews significant unobservable inputs and valuation adjustments.

When measuring the fair value of a financial asset or a financial liability, the Company uses observable market data as far as possible. Fair
values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques are as follows :

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as price) or
indirectly (i.e. derived from prices).

Level 3: Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).

If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value
measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire
measurement.

The Company recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has
occurred.

2.7.2 Share capital

An equity instrument is a contract that evidences residual interest in the assets of the Company after deducting all of its liabilities.
Incremental costs directly attributable to the issuance of new equity shares are recognized as a deduction from equity, net of any tax effects.

2.7.3 Cash flow statement

Cash flows are reported using the indirect method, whereby profit before tax is adjusted for the effects of transactions of a non-cash nature
and any deferrals or accruals of past or future cash receipts or payments.The cash flows from regular revenue generating, investing and
financing activities of the Company are segregated.

2.7.4 Foreign currency transactions and balances

i) Initial recognition:
Foreign currency transactions are recorded in the reporting currency (which is Indian Rupees), by applying to the foreign currency amount
the exchange rate between the reporting currency and the foreign currency at the date of the transaction.
ii) Conversion:
Foreign currency monetary items are retranslated using the exchange rate prevailing at the reporting date. Non-monetary items, which are
measured in terms of historical cost denominated in a foreign currency, are reported using the exchange rate at the date of the transaction.
Non-monetary items, which are measured at fair value or other similar valuation denominated in a foreign currency, are translated using the
exchange rate at the date when such value was determined.
iii) Exchange differences:
All exchange differences arising on settlement or translation of monetary items are recognized as income or as expenses in the period in
which they arise.

2.7.5 Property, Plant and Equipment (Tangible assets) & Depreciation

i) Recognition and measurement

Property, Plant and Equipment (“PPE”) are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. The
cost comprises purchase price, borrowing costs if capitalization criteria are met and directly attributable cost of bringing the asset to its
working condition for the intended use. Any trade discounts and rebates are deducted in arriving at the purchase price.
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)

ii) Subsequent measurement

Subsequent costs are included in the asset’s carrying amount only when it is probable that future economic benefits associated with the part
will flow to the Company and its cost can be measured reliably. All other expenses on existing PPE, including day-to-day repair and
maintenance expenditure and cost of replacing parts are charged to the statement of profit and loss for the period during which such
expenses are incurred.

Gains or losses arising from derecognition of PPE are measured as the difference between the net disposal proceeds and the carrying
amount of the asset and are recognized in the statement of profit and loss when the asset is derecognized.

iii) Depreciation

Depreciation on PPE is provided on a straight-line basis to allocate their cost, net of their residual value over the estimated useful life of the
respective asset. The Company has estimated the useful lives to depreciate its PPE which is in accordance with those prescribed under
Schedule II of the The Companies Act ,2013, except vehicles, in whose case the life of the assets has been assessed based on the nature of
the asset, the estimated usage of the asset. The following are the estimates of the useful lives to depreciate its PPE: The following are the
estimates of the useful lives to depreciate its PPE:

Particulars Estimated useful life by the Company

Computer Hardware 3 - 5 Years

Office Equipment 5 Years
Vehicles 5 Years
Furniture and Fixtures 10 Years
Leasehold improvements are amortized on a straight line basis over the period of lease of the asset.

2.7.6 Intangible assets

i) Recognition and measurement

The Company’s intangible assets primarily consist of computer softwares. Intangible assets are recognised when it is probable that the
future economic benefits that are attributable to the asset will flow to the Company and the cost of the asset can be measured reliably.
Intangible assets are stated at original cost net of tax/duty credits availed, if any, less accumulated amortisation and cumulative impairment.

Development costs that are directly attributable to the design and testing of identifiable and unique software products controlled by the
Company are recognised as intangible assets.

Development costs include employee costs and an appropriate portion of relevant overheads. Capitalised development costs are recorded as
intangible assets and amortised from the point at which the asset is available for use.

Intangible assets not ready for the intended use on the date of Balance Sheet are disclosed as “Intangible assets under development”.
An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal. Gains and losses
arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of
the assets are recognised in the statement of profit and loss when the asset is derecognised.

ii) Amortisation of intangible assets

Intangible assets are amortized on a straight line basis over the estimated useful economic life. Intangible assets are amortised as per
management's estimate over a period of 3 to 10 years or license period whichever is earlier. Intangible assets are assessed for impairment
whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method are
reviewed at least at each financial year end. Costs associated with maintaining software programmes are recognised as an expense as
incurred.
On review of estimates related to the intangible assets following changes have been made prospectively during the year:
- Life of certain core intangible assets is increased from 5 years to 10 years
- Residual value of intangible assets updated to zero
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)

2.7.7 Employee Benefits Expenses

2.7.7.1 Short Term Employee Benefits
The undiscounted amount of short term employee benefits expected to be paid in exchange for the services rendered by employees are
recognised as an expense during the period when the employees render the services.

2.7.7.2 Post-Employment Benefits

Defined contribution schemes
All eligible employees of the company are entitled to receive benefits under the provident fund, a defined contribution plan in which both
the employee and the company contribute monthly at a stipulated percentage of the covered employee’s salary. Contributions are made to
Employees Provident Fund Organization in respect of Provident Fund, Pension Fund and are charged to Statement of Profit and Loss at
actuals. The company has no liability for future provident fund benefits other than its annual contribution.

Defined Benefit schemes

Gratuity
The Company provides for gratuity covering eligible employees under which a lumpsum payment is paid to vested employees at retirement,
death, incapacitation or termination of employment, of an amount reckoned on the respective employee’s salary and his tenor of
employment with the Company. The Company accounts for its liability for future gratuity benefits based on actuarial valuation determined
at each Balance Sheet date by an Independent Actuary using Projected Unit Credit Method.

The obligation is measured at the present value of the estimated future cash flows. The discount rates used for determining the present value
of the obligation under defined benefit plan are based on the market yields on Government Securities as at the Balance Sheet date.

An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the
determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its
longterm nature, these liabilities are highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

Re-measurement, comprising of actuarial gains and losses (excluding amounts included in net interest on the net defined benefit liability),
are recognized immediately in the balance sheet with a corresponding debit or credit to retained earnings through Other Comprehensive
Income in the period in which they occur.Re-measurements are not reclassified to profit and loss in subsequent periods.

Other Long term employee benefits

Accumulated compensated absences
The Company provides for liability of accumulated compensated absences for eligible employees on the basis of an independent actuarial
valuation carried out at the end of the year, using the projected unit credit method. Actuarial gains and losses are recognised in the
Statement of Profit and Loss for the period in which they occur.

2.7.8 Employee Share Based Payments

Equity-settled scheme:
Equity-settled share-based payments made by the parent Company to the employees of the Company are measured at the fair value of the
equity instruments at the grant date. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a
straight-line basis over the vesting period, based on the Company’s estimate of equity instruments that will eventually vest. Fair value
determined at the grant date is reduced by payment, If any, made to the parent, is recognised as deemed contribution to equity from parent.

2.7.9 Impairment of non-financial assets

Non-financial assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be
recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The
recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. For the purposes of assessing impairment,
assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash
inflows from other assets or groups of assets (cash-generating units). Non-financial assets that suffered an impairment are reviewed for
possible reversal of the impairment at the end of each reporting period.
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)

2.7.10 Earnings per share

Basic earnings per share are calculated by dividing the net profit and loss for the period attributable to equity shareholders by the weighted
average number of equity shares outstanding during, the period. The weighted average number of equity shares outstanding during the
period is adjusted for events such as bonus issue, bonus element in a rights issue, share split and reverse share split (consolidation of shares)
that have changed the number of equity shares outstanding without a corresponding change in resources.
For the purpose of calculating diluted earnings per share, the net profit and loss for the period attributable to equity shareholders and the
weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares which
may involve issue of equity shares. The calculation of diluted earnings per share does not assume conversion, exercise, or other issue of
potential ordinary shares that would have an antidilutive effect on earnings per share.

2.7.11 Income Taxes

Income tax expense comprises current tax and deferred tax and is recognized in the statement of profit and loss except to the extent it relates
to items directly recognized in equity or in OCI.

Current income tax

Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid
to the taxation authorities using the tax rates and tax laws that are enacted or substantively enacted by the balance sheet date and applicable
for the period.
Current tax items in correlation to the underlying transaction relating to OCI and equity are recognized in OCI and in equity respectively.

Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are
subject to interpretation and establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

The Company offsets current tax assets and current tax liabilities, where it has a legally enforceable right to set off the recognized amounts
and where it intends either to settle on a net basis or to realise the assets and settle the liabilities simultaneously.

Deferred income tax

Deferred income tax is recognized using the balance sheet approach. Deferred income tax assets and liabilities are recognized for deductible
and taxable temporary differences arising between the tax base of assets and liabilities and their carrying amount in financial statements,
except when the deferred income tax arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a
business combination and affects neither accounting nor taxable profits or loss at the time of the transaction.

Deferred tax assets are recognized for deductible temporary differences, the carry forward of unused tax credits and any unused tax losses to
the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of
unused tax credits and unused tax losses can be utilised.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that
sufficient taxable profit will be available to allow all or part of the deferred tax assets to be utilised.

Unrecognised deferred tax assets are re-assessed at each balance sheet date and are recognised to the extent that it has become probable that
future taxable profits will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability
is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date.

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off deferred tax assets against deferred tax
liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)

2.7.12 Leases
The Company’s lease assets primarily consist of leases for office premises. The Company assesses whether a contract contains a lease, at
inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period
of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company
assesses whether:

(i) the contract involves the use of an identified asset

(ii) the Company has substantially all of the economic benefits from use of the asset through the period of the lease and
(iii) the Company has the right to direct the use of the asset.

At the date of commencement of the lease, the Company recognizes a right-of-use asset (“ROU”) and a corresponding lease liability for all
lease arrangements in which it is a lessee. Short term leases (lease term of twelve months or less) and low value leases are recognized as an
operating expense on a straight-line basis over the term of the lease.

Certain lease arrangements includes the options to extend or terminate the lease before the end of the lease term. ROU assets and lease
liabilities includes these options when it is reasonably certain that they will be exercised.

The right-of-use assets are initially recognized at cost, which comprises the initial amount of the lease liability adjusted for any lease
payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives. They are
subsequently measured at cost less accumulated depreciation and impairment losses.

Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of
the underlying asset.

The lease liability is initially measured at amortized cost at the present value of the future lease payments. The lease payments are
discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates in the country of
domicile of these leases. Lease liabilities are remeasured with a corresponding adjustment to the related right of use asset if the Company
changes its assessment if whether it will exercise an extension or a termination option.

Lease liability and ROU asset have been separately presented in the Balance Sheet and lease payments have been classified as financing
cash flows.

2.7.13 Segment reporting

The Company is engaged in the business segment of Financing, whose operating results are regularly reviewed by the entity’s chief
operating decision maker to make decisions about resources to be allocated and to assess its performance, and for which discrete financial
information is available. Further other business segments do not exceed the quantitative thresholds as defined by the Ind AS 108 on
“Operating Segment”. Hence, there are no separate reportable segments, as required by the Ind AS 108 on “Operating Segment”.

2.7.14 Revenue and Expense Recognition

2.7.14.1 Interest income
Interest income is presented in the statement of profit and loss includes interest on financial assets measured at amortised cost calculated on
an effective interest basis. Fee income and expense that are integral to the effective interest rate on a financial asset are included in the
effective interest rate computation. The amortization of income and expenses for financial assets under EIR approach is done on a
systematic basis that exactly discounts estimated future cash flows of the financial assets through the expected life of the assets.

The interest income is calculated by applying the EIR to the gross carrying amount of non-credit impaired financial assets. (i.e. at the
amortised cost of the financial asset before adjusting for any expected credit loss allowance). For credit-impaired financial assets the interest
income is calculated applying the EIR to the amortised cost of the credit-impaired financial asset (i.e. the gross carrying amount less the
allowances for ECLs).

2.7.14.2 Commission and fee income

Commissions earned by the Company which are not directly attributable to disbursal of loans are recognised in the statement of profit and
loss as and when incurred.

Fee and commission income include fees other than those that are an integral part of EIR. The Company recognises the fee and commission
income in accordance with the terms of the relevant contracts / agreement and when it is probable that the Company will collect the
consideration.

2.7.14.3 Profit or loss earned on sale of investments is recognised on trade date basis, determined based on the weighted average cost of the
investments sold.
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)

2.7.14.4 Dividend income

Dividend income is recognized when:
• the right to receive dividend is established which is generally when shareholders approve the dividend,
• it is probable that the economic benefits associated with the dividend will flow to the entity and
• amount of dividend can be measured reliably.

2.7.14.5 Other income

Revenue from services is recognised net of taxes as and when the service is performed as per the relevant agreements.

2.7.14.6 Interest expenses

Interest expense is presented in the statement of profit and loss includes interest on liabilities measured at amortised cost calculated on an
effective interest basis. Fee and borrowing costs that are integral to the effective interest rate on a financial liability are included in the
effective interest rate computation. The amortization of expenses for financial liabilities under EIR approach is done on a systematic basis
that exactly discounts estimated future cash flows of the financial liabilities through the expected life of the financial liability.

2.7.14.7 Borrowing costs

Borrowing costs incurred in connection with the borrowing of funds including the ancillary cost are amortised and accounted as interest
expense using the EIR method.
Other borrowing costs are recognised as expense in the period in which they are incurred.
Godrej Finance Limited
Statement of changes in equity As at March 31, 2024
(Currency : Indian Rupees in lakhs)

A. Equity Share Capital

As at As at
March 31, 2024 March 31, 2023

Particulars Number of Shares Amount Number of Shares Amount

Issued, subscribed and fully paid up equity shares 55,47,03,291 55,470.33 7,02,07,167 7,020.72
outstanding at the beginning of the year
Add: Shares issued during year 36,34,83,339 36,348.33 48,44,96,124 48,449.61

Issued, subscribed and fully paid up equity shares 91,81,86,630 91,818.66 55,47,03,291 55,470.33
outstanding at the end of the year

B. Other Equity
Items of Other
Reserves and Surplus Comprehensive
Income Total Other
Particulars
Special reserve u/s Remeasurement Equity
Securities Retained
45IC of RBI act, of defined benefit
premium Earnings
1934 liabilities / assets

Balance As at April 01, 2022 - 402.37 (2,235.59) - (1,833.23)

Profit for the year - - (6,898.25) - (6,898.25)

Other comprehensive income/(loss) for the year - - - (25.03) (25.03)

Issue of equity shares 1,550.39 - - - 1,550.39

Transfer from / (to) - - - - -

Share issue expenses - - - - -

Balance As at March 31, 2023 1,550.39 402.37 (9,133.84) (25.03) (7,206.11)

Profit for the year - - (2,920.57) - (2,920.57)

Other comprehensive income/(loss) for the year - - - (66.68) (66.68)

Issue of equity shares 43,613.96 - - - 43,613.96

Share issue expenses - - - - -

Balance As at March 31, 2024 45,164.35 402.37 (12,054.41) (91.71) 33,420.60

Nature and Purpose of reserve -Refer Note19A.

Material Accounting Policies and accompanying notes forming part of 2-48

the Financial Statements.

As per our report of even date attached For and on behalf of the Board of Directors
For Chhajed & Doshi Godrej Finance Limited
Chartered Accountants CIN: U67120MH1992PLC065457
Firm Registration No.: 101794W

M.P.Chhajed Pirojsha Godrej Manish Shah

Partner Director Director
Membership No. - 049357 DIN - 00432983 DIN - 06422627
Mumbai Mumbai
April 30, 2024 April 30, 2024

Kunal Karnani Heer Parekh

Chief Financial Officer Company Secretary
Mumbai Mumbai Mumbai
April 30, 2024 April 30, 2024 April 30, 2024
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)
(Currency : Indian Rupees in lakhs)
Particulars As at As at
March 31, 2024 March 31, 2023
3. Cash and cash equivalents

a) Cash on hand 1.90 -

b) Balances with Banks
i) in current accounts 25,762.64 1,887.42
ii) in certificate of deposits - 9,978.13
c) Cheques, drafts on hand 0.50 -
Total 25,765.04 11,865.55

4. Bank balances other than cash and cash equivalents

a) In fixed deposit accounts

i) in deposit accounts having original maturity more than 3 months - 1,525.81
Total - 1,525.81

Note: Balance with Banks in deposit accounts comprises deposits that have an original maturity exceeding 3 months at balance
sheet date and the same has been marked as lien against credit facilities.

5. Derivative financial instruments

The company has taken the forward contract. The table below shows the fair value of derivative financial instrument recorded
as asset.
Fair value assets
Part I
Spot and forwards
Notional Amounts - -
Fair Value-Assets - 25.41
Total derivative financial instruments - 25.41
Part II
Included in above (Part I) are derivatives held for hedging and risk
management purpose as follows:
Notional Amounts - -
Fair Value-Assets - 25.41

Total - 25.41
The company hedges derivative financial instruments for its foreign currency risk and interest rate risk exposures.The
derivatives are measured to their fair value at the balance sheet date. The resulting gain/loss is recognised in the statement of
profit and loss immediately unless the derivative is designated and is effective as a hedging instrument, in which event the
timing of the recognition in the statement of profit and loss depends on the nature of the hedge relationship.
The Company enters into derivative financial instruments such as foreign exchange forward contracts to manage its
exposure to foreign exchange rate risk and are measured at fair value through profit or loss.
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)

(Currency : Indian Rupees in lakhs)

Particulars As at As at
March 31, 2024 March 31, 2023

6. Loans
At amortised cost
A. Product wise Details
At Amortised cost
a) Term loans 4,53,532.21 1,18,739.72
b) Pass through certificates 30,651.40 15,756.44
Total (A) - Gross 4,84,183.61 1,34,496.16

Less: Impairment loss allowance (3,570.65) (924.70)

Total (A) - Net 4,80,612.96 1,33,571.46

B. Security wise Details

At Amortised cost
a) Secured by tangible assets 3,60,813.14 1,33,260.72
b) Unsecured 1,23,370.47 1,235.44
Total (B) - Gross 4,84,183.61 1,34,496.16

Less: Impairment loss allowance (3,570.65) (924.70)

Total (B) - Net 4,80,612.96 1,33,571.46

C. Region wise Details

At Amortised cost
a) Loans in India
- Others 4,84,183.61 1,34,496.16
b) Loans outside India - -
Total (C) - Gross 4,84,183.61 1,34,496.16

Less: Impairment loss allowance (3,570.65) (924.70)

Total (C) - Net 4,80,612.96 1,33,571.46

D. Nature of Loan wise Details

At Amortised cost
a) Term loans 4,53,532.21 1,18,739.72
b) Pass through certificates 30,651.40 15,756.44
Total (D) - Gross 4,84,183.61 1,34,496.16

Less: Impairment loss allowance (3,570.65) (924.70)

Total (D) - Net 4,80,612.96 1,33,571.46

Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)
(Currency : Indian Rupees in lakhs)
6. Loans (Continued)
6.1 Analysis of changes in the gross carrying amount and corresponding Impairment loss allowance in relation to loans:

As at March 31, 2024

Stage 1 Stage 2 Stage 3 Total
Particulars
Term loans Impairment loss Term loans Impairment loss Term loans Impairment loss Term loans Impairment loss
(Gross) allowance (Gross) allowance (Gross) allowance (Gross) allowance
Balance as at the beginning of the year 1,34,113.45 865.81 352.84 43.39 29.87 15.50 1,34,496.16 924.70
New Assets Originated or Purchased, net of repayments 3,32,267.88 2,894.58 - - - - 3,32,267.88 2,894.58
Assets derecognised or repaid (excluding write offs) (11,925.52) (77.84) (34.87) (4.30) - - (11,960.39) (82.14)
Transfer during the year - - - - - - - -
Transfer to Stage 1 77.69 9.60 (77.69) (9.60) - - - -
Transfer to Stage 2 (703.45) (54.63) 703.45 54.63 - - - -
Transfer to Stage 3 (1,000.80) (333.34) (57.89) (7.09) 1,058.68 340.43 - -
Changes in opening credit exposures (additional disbursement net of
29,495.43 (308.69) (6.70) - (3.66) - 29,485.07 (308.69)
repayments)
Impact of changes in credit risk on account of stage movements - (8.98) 18.95 - 205.80 - 215.78
Amounts written off - - - - (105.11) (73.58) (105.11) (73.58)
Balance as at the end of the year 4,82,324.68 2,986.51 879.15 95.98 979.78 488.16 4,84,183.61 3,570.65

As at March 31, 2023

Stage 1 Stage 2 Stage 3 Total
Particulars
Term loans Impairment loss Term loans Impairment loss Term loans Impairment loss Term loans Impairment loss
(Gross) allowance (Gross) allowance (Gross) allowance (Gross) allowance
Balance as at the beginning of the year 4,495.72 36.14 - - - - 4,495.72 36.14
New Assets Originated or Purchased, net of repayments 1,30,000.44 888.56 - - - - 1,30,000.44 888.56
Assets derecognised or repaid (excluding write offs) - - - - - - - -
Transfer during the year - - - - - - - -
Transfer to Stage 1 - - - - - - - -
Transfer to Stage 2 (352.84) (43.39) 352.84 43.39 - - - -
Transfer to Stage 3 (29.87) (15.50) - - 29.87 15.50 - -
Changes in opening credit exposures (additional disbursement net of
- - - - - - - -
repayments)
Impact of changes in credit risk on account of stage movements - - - - - - - -
Amounts written off - - - - - - - -
Balance as at the end of the year 1,34,113.45 865.81 352.84 43.39 29.87 15.50 1,34,496.16 924.70
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)
(Currency : Indian Rupees in lakhs)
10. Property, Plant and Equipment, Other Intangible Assets and Right of use assets

Tangible assets Right-of-use assets* Other intangible assets

Particulars
Leasehold Office Furniture & Computer
Vehicles Computers Total Right of use assets Total Total
Improvements Equipments Fixtures Software
F=
(A) (B) (C) (D) (E)
(A+B+C+D+E)
A. Gross carrying amount

Balance at April 01, 2022 - - - - - - 847.11 847.11 44.76 44.76

Addition 69.13 41.87 0.25 71.49 489.72 672.46 964.44 964.44 2,252.68 2,252.68
Disposal/Adjustments - - - - - - - - - -

Balance at March 31, 2023 69.13 41.87 0.25 71.49 489.72 672.46 1,811.55 1,811.55 2,297.44 2,297.44

- -
Addition 570.42 152.25 198.00 - 656.87 1,577.54 1,655.17 1,655.17 1,658.23 1,658.23
Disposal/Adjustments - - - (50.75) - (50.75) (588.58) (588.58) - -
- - -
Balance at March 31, 2024 639.55 194.12 198.25 20.74 1,146.59 2,199.25 2,878.14 2,878.14 3,955.67 3,955.67

B. Accumulated Depreciation / amortisation

Balance at April 01, 2022 - - - - - -- 75.48 -
75.48 0.38 -
0.38
Depreciation / Amortisation expense 4.06 5.78 0.02 10.46 61.78 82.10 373.15 373.15 230.15 230.15
Disposal/Adjustments - - - - - - - - - -

Balance at March 31, 2023 4.06 5.78 0.02 10.46 61.78 82.10 448.63 448.63 230.53 230.53

Depreciation / Amortisation expense 84.34 28.37 11.77 8.50 277.73 410.71 564.09 564.09 515.15 515.15
Disposal/Adjustments - - - (12.72) - (12.72) (290.59) (290.59) - -

Balance at March 31, 2024 88.40 34.15 11.79 6.24 339.51 480.09 722.13 722.13 745.68 745.68

C. Net carrying amount (A-B)

As at March 31, 2023 65.07 36.09 0.23 61.03 427.94 590.36 1,362.92 1,362.92 2,066.91 2,066.91

As at March 31, 2024 551.15 159.97 186.46 14.50 807.08 1,719.16 2,156.01 2,156.01 3,209.99 3,209.99

*Refer note 35 for detailed disclosure related to Leases

D. Ageing schedule

Amount in Intangibles under Development for a period of Amount in Intangibles under Development for a period of
Particulars Total Total
Less than 1 year 1-2 years 2-3 years More than 3 years Less than 1 year 1-2 years 2-3 years More than 3 years
As at March 31, 2024
Project in progress # 98.46 - - - 98.46 - - - - -
Project temporarily suspended - - - - - - - - - -
As at March 31, 2023
Project in progress # 60.55 - - - 60.55 - - - - -
Project temporarily suspended - - - - - - - - - -

# There are no projects whose completion are overdue or has exceeded its cost compared to its original plan.
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)

Particulars As at As at
March 31, 2024 March 31, 2023

7. Investments
Investments Carried at fair value through profit and loss
a) Mutual Fund (Quoted) - 19,514.26
Total - 19,514.26

Of the Above
a) Investment in India - 19,514.26
b) Investments outside India - -
Total - 19,514.26

8. Other financial assets

Unsecured, considered good
a) Security deposits 397.56 108.37
b) Others recievables 1,185.19 68.21
c) EIS Recievables 490.71 -
Total 2,073.46 176.58

9. Current tax assets (net)

a) Advance Income Taxes (net) 973.21 346.81
[Net of provision for income tax Rs.149.24 Lakhs (As at March 31, 2023 - Rs.
149.24 Lakhs)]

Total 973.21 346.81

Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)

Particulars As at As at
March 31, 2024 March 31, 2023
11. Other non financial assets
Unsecured, considered good
a) Balances with statutory authorities 203.27 155.04
b) Advances to vendors 125.82 101.26
c) Prepaid expenses 660.22 175.24
d) Advances to employees 4.78 1.01
Total 994.09 432.55

12. Payables
12.1 Trade payables * #
a) total outstanding dues of micro enterprises and small enterprises 22.42 25.68
b) total outstanding dues of creditors other than micro enterprises and 4,417.48 1,965.95
small enterprises

Total 4,439.90 1,991.63

12.1.1 Trade Payable Ageing Less than 1 year 1-2 years 2-3 years More than 3 years

As at March 31, 2024

i) MSME 22.42 - - -
ii) Others 446.98 - - -
iii) Disputed dues-MSME - - - -
iv) Disputed dues-Others - - - -
Total 469.40 - - -

As at March 31, 2023

i) MSME 25.68 - - -
ii) Others 159.99 - - -
iii) Disputed dues-MSME - - - -
iv) Disputed dues-Others - - - -
Total 185.67 - - -
*Note:
As at As at
Particulars
March 31, 2024 March 31, 2023

Trade payables as per above ageing 469.40 185.67

Add: Unbilled dues 3,970.50 1,805.96

Total 4,439.90 1,991.63

# Refer note 33: Dues to Micro, Small Enterprises
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)
(Currency : Indian Rupees in lakhs)

Particulars As at As at
March 31, 2024 March 31, 2023
13 Debt securities
13.1 At amortised cost
A. Secured (Refer Note 13.3)
a) Non convertible debentures (listed, fully paid and privately placed) 50,532.45 20,120.10
(A) 50,532.45 20,120.10

B. Unsecured (Refer Note 13.4)

a) Commercial Papers 62,727.67 741.49
(B) 62,727.67 741.49
Total 1,13,260.12 20,861.59

13.2 Of the Above

i) Debt securities in India 1,13,260.12 20,861.59
ii) Debt securities outside India - -
Total 1,13,260.12 20,861.59

13.3 Terms of repayment of Secured Non convertible debentures As at March 31, 2024

Original maturity (In no. of days) Due within 1

year Due 1 to 3 Years More than 3 years Total
Issued at par and redeemable at par
365 days to 3 years - 50,000.00 - 50,000.00
Interest accrued and impact of EIR 630.50 (98.05) - 532.45
Total 630.50 49,901.95 - 50,532.45

Scrip-Wise Details

Name Face Value Types of Charge ROI Amount

8.17% Secured Rated Listed Redeemable 20,000.00 Pari-pasu 8.17% 20,236.62
NCD Series AFY 22-23 Date Of Maturity
30/04/2026
8.75% Secured Rated Listed Redeemable 20,000.00 Pari-pasu 8.75% 20,353.83
NCD Series A FY 23-24 Date Of Maturity
18/01/2027
8.60% Secured Rated Listed Redeemable 10,000.00 Pari-pasu 8.60% 10,040.05
NCD Series B FY 23-24 Date Of Maturity
15/03/2027
Less: EIR Impact 98.05
Total 50,000.00 50,532.45

Note :The secured non-convertible debentures issued by the company are fully secured by way of pari-passu charge in favour of
debenture trustee on the Standard Assets/receivables, investments and cash & cash equivalents to the extent required to maintain
Asset Cover as per debenture trust deed of debenture outstanding except those receivables exclusively charged against which
refinance is availed or will be availed from government bodies.Further the Company has at all times, for the non-convertible
debentures issued, maintained asset cover as stated in the respective information memorandum which is sufficient to discharge the
principal amount, interest accrued thereon and such other sums as mentioned therein.

Terms of repayment of Secured Non convertible debentures As at March 31, 2023

Original maturity (In no. of days) Due within 1

year Due 1 to 3 Years More than 3 years Total
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)
(Currency : Indian Rupees in lakhs)

Particulars As at As at
March 31, 2024 March 31, 2023
13 Debt securities
13.1 At amortised cost
A. Secured (Refer Note 13.3)
a) Non convertible debentures (listed, fully paid and privately placed) 50,532.45 20,120.10
(A) 50,532.45 20,120.10

B. Unsecured (Refer Note 13.4)

a) Commercial Papers 62,727.67 741.49
(B) 62,727.67 741.49
Total 1,13,260.12 20,861.59

13.2 Of the Above

i) Debt securities in India 1,13,260.12 20,861.59
ii) Debt securities outside India - -
Total 1,13,260.12 20,861.59

13.3 Terms of repayment of Secured Non convertible debentures As at March 31, 2024
Issued at par and redeemable at par
365 days to 3 years - - 20,000.00 20,000.00
Interest accrued and impact of EIR 232.79 - (112.69) 120.10
Total 232.79 - 19,887.31 20,120.10
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)
(Currency : Indian Rupees in lakhs)

Particulars As at As at
March 31, 2024 March 31, 2023
13 Debt securities
13.1 At amortised cost
A. Secured (Refer Note 13.3)
a) Non convertible debentures (listed, fully paid and privately placed) 50,532.45 20,120.10
(A) 50,532.45 20,120.10

B. Unsecured (Refer Note 13.4)

a) Commercial Papers 62,727.67 741.49
(B) 62,727.67 741.49
Total 1,13,260.12 20,861.59

13.2 Of the Above

i) Debt securities in India 1,13,260.12 20,861.59
ii) Debt securities outside India - -
Total 1,13,260.12 20,861.59

13.3 Terms of repayment of Secured Non convertible debentures As at March 31, 2024
Scrip-Wise Details

Name Face Value Types of Charge ROI Amount

8.17% Secured Rated Listed 20,000.00 Pari-pasu 8.17% 20,120.10
Redeemable NCD Series A Date Of
Maturity 30/04/2026
Total 20,000.00 20,120.10

Note :Non convertible debentures are secured by way of pari-passu charge in favour of debenture trustee on the Standard Assets/
/receivables, investments and cash & cash equivalents to the extent required to maintain Asset Cover of 100% of debenture
outstanding except those receivables exclusively charged against which refinance is availed or will be availed from government
bodies.

13.4 Terms of repayment of Commercial paper As at March 31, 2024

Original maturity (In no. of days) Due within 1

year Due 1 to 3 Years More than 3 years Total
Issued at discount and redeemable at par
upto 365 days 62,196.87 - - 62,196.87
Discount accrued 530.81 - - 530.81
Total 62,727.67 - - 62,727.67

Terms of repayment of Commercial paper As at March 31, 2023

Original maturity (In no. of days) Due within 1 Due 1 to 3 Years More than 3 years Total
Issued at discount and redeemable at par
upto 365 days 740.17 - - 740.17
Discount accrued 1.32 - - 1.32
Total 741.49 - - 741.49

Note:
Interest rate ranges from 7.28% p.a. to 8.70 % p.a. as at 31 March 2024. (Interest rate ranges from 6.10 % p.a. to 8.15 % p.a. as
at 31 March 2023)
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)
(Currency : Indian Rupees in lakhs)

Particulars As at As at
March 31, 2024 March 31, 2023
13 Debt securities
13.1 At amortised cost
A. Secured (Refer Note 13.3)
a) Non convertible debentures (listed, fully paid and privately placed) 50,532.45 20,120.10
(A) 50,532.45 20,120.10

B. Unsecured (Refer Note 13.4)

a) Commercial Papers 62,727.67 741.49
(B) 62,727.67 741.49
Total 1,13,260.12 20,861.59

13.2 Of the Above

i) Debt securities in India 1,13,260.12 20,861.59
ii) Debt securities outside India - -
Total 1,13,260.12 20,861.59

13.3 Terms of repayment of Secured Non convertible debentures As at March 31, 2024
Face value commercial paper is 65,000 lakhs as at 31 March 2024. (Face value commercial paper is 800 lakhs as at 31 March
2023)
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)

(Currency : Indian Rupees in lakhs)

Particulars As at As at
March 31, 2024 March 31, 2023
14 Borrowings (Other than debt securities)

14.1 At amortised cost

Secured * # (Refer Note 14.3)
a) Term loans from banks 2,36,252.95 91,138.89
b) Loan repayable on demand from banks 20,182.02 2,518.99

Total 2,56,434.97 93,657.88

14.2 Of the Above

i) Borrowings in India 2,56,434.97 93,657.88

ii) Borrowings outside India - -
Total 2,56,434.97 93,657.88

*Note: Loans taken from banks are secured by first pari passu charge on standard receivables of the company, both present and future excluding those receivables which are/will be
exclusively charged to government bodies and first pari-passu charge on current assets including cash and cash equivalent of the company present and future,to the extent required to
make any short fall in stipulated secuirty cover.

#
The quarterly returns/statements of current assets filed by the Company with the banks are in agreement with the books of accounts.

14.3 Repayment terms of Borrowings (Other than debt securities)

Terms of repayment of Borrowings (Other than debt securities) As at March 31, 2024

Due within 1 year Due 1 to 3 years More than 3 years Total

Original maturity of loan (No. of No. of No. of No. of
days) Instalmen Amount Instal Amount Instalm Amount Amount
ts ments ents
Monthly
Upto 365 Days 11 21,160.00 - - - - 21,160.00
366 to 1095 Days - - - - - - -
More than 1095 Days - - - - - - -
Quarterly
Upto 365 Days 35 44,869.30 - - - - 44,869.30
366 to 1095 Days - - 69 89,655.26 32 48,532.11 1,38,187.37
More than 1095 Days - - - - - -
On maturity (bullet)
Upto 365 Days 8 51,595.03 - - - - 51,595.03
366 to 1095 Days - - - - - -
More than 1095 Days - - - - - -
Interest accrued and impact of 623.27
EIR - - - - - -
TOTAL 2,56,434.97

Interest rates range from 7.40% p.a. to 9.90% p.a.

Terms of repayment of Borrowings (Other than debt securities) As at March 31, 2023
Due within 1 year Due 1 to 3 years More than 3 years Total
Original maturity of loan (No. of No. of No. of No. of
days) Instalmen Amount Instal Amount Instalm Amount Amount
ts ments ents
Monthly
Upto 365 Days - - - - - - -
366 to 1095 Days - - - - - - -
More than 1095 Days - - - - - - -
Quarterly
Upto 365 Days - - - - - - -
366 to 1095 Days - - - - - - -
More than 1095 Days 10 7,771.83 32 35,905.26 29 38,317.11 81,994.20
On maturity (bullet)
Upto 365 Days 3 11,518.99 - - - - 11,518.99
366 to 1095 Days - - - - - - -
More than 1095 Days - - - - - - -
Interest accrued and impact of 144.69
EIR
TOTAL 93,657.88

Interest rates range from 5.60% p.a. to 8.45% p.a.

Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)

(Currency : Indian Rupees in lakhs)

Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)
(Currency : Indian Rupees in lakhs)

Particulars As at As at
March 31, 2024 March 31, 2023

15. Other financial liabilities

i) Book overdraft 13,247.16 3,930.47

ii) Payable to Employees 1,623.66 1,037.97
iii) Advances received from customers 17.53 13.63
iv) Other Financial Liabilities 492.13 -

Total 15,380.48 4,982.07

16. Provisions

a) Provision for Employee Benefits

i) Gratuity (Refer note.39) 189.40 83.35
ii) Compensated absences (Refer note. 39) 63.13 27.62

Total 252.53 110.97

17. Other non-financial liabilities

i) Statutory dues payable 391.92 264.67

Total 391.92 264.67

Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)

(Currency : Indian Rupees in lakhs)

18. Equity share capital

a) Share capital authorised, issued, subscribed and paid up :

As at March 31, 2024 As at March 31, 2023

Particulars
No. of shares Amount No. of shares Amount

Authorised Share capital:

Equity shares of Rs.10/- each 2,00,00,00,000 2,00,000.00 2,00,00,00,000 2,00,000.00

Total 2,00,00,00,000 2,00,000.00 2,00,00,00,000 2,00,000.00

Issued, Subscribed and fully paid up:

Equity Shares of Rs. 10 each 91,81,86,630 91,818.66 55,47,03,291 55,470.33

Total 91,81,86,630 91,818.66 55,47,03,291 55,470.33

b) Reconciliations of the number of shares and equity share capital :

As at March 31, 2024 As at March 31, 2023

Particulars
No. of shares Amount No. of shares Amount

Equity Shares
Balance at the beginning of year 55,47,03,291 55,470.33 7,02,07,167 7,020.72

Add: Shares issued during year 36,34,83,339 36,348.33 48,44,96,124 48,449.61

Balance at the end of the year 91,81,86,630 91,818.66 55,47,03,291 55,470.33

Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)

(Currency : Indian Rupees in lakhs)

18. Equity share capital

c) Details of Shares held by Holding Entity, Ultimate holding Entity, their subsidiaries and associates :

As at March 31, 2024 As at March 31, 2023

Name of the Shareholder
No. of shares % Holding No. of shares % Holding
(i) Equity shares held by holding entity:
Godrej Capital Limited (including 1 share 91,81,86,630 100.00% 55,47,03,291 100.00%
each held by its nominees)

d) Details of Shareholder holding more than 5% shares as at the end of the year in the company :

As at March 31, 2024 As at March 31, 2023

Name of Shareholders
No. of shares % Holding No. of shares % Holding

Equity Shares of Rs. 10 each fully paid up

Godrej Capital Limited (including 1 share 91,81,86,630 100.00% 55,47,03,291 100.00%
each held by its nominees)

e) Details of Shareholding of Promoters :

As at March 31, 2024 As at March 31, 2023

Change during the
Name of Promoter
period No. of shares % Holding No. of shares % Holding

Godrej Capital Limited (including 1 share - 91,81,86,630 100.00% 55,47,03,291 100.00%

each held by its nominees)
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)

(Currency : Indian Rupees in lakhs)

18. Equity share capital

f) Terms/rights attached to Equity Shares

The Company has one class of equity shares. Each equity share entitles the holder to one vote. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the
Company after distribution of all preferential amounts in proportion to their shareholding.

g) There are no equity shares reserved for issue under options and contracts / commitments for the sale of shares / disinvestment.
h) The Company has not allotted any shares as fully paid up pursuant to contracts without payment being received in cash, or as bonus shares from the date of incorporation. The Company has not
bought back any of its equity shares.

i) There are no calls unpaid on any equity shares, and forfeited shares.
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)
(Currency : Indian Rupees in lakhs)
Particulars As at As at
March 31, 2024 March 31, 2023
19. Other equity
a) Securities premium 45,164.35 1,550.39
b) Special reserve u/s 45IC of RBI act, 1934 402.37 402.37
c) Retained Earnings (12,054.41) (9,133.84)
d) Impairment reserve - -
e) Other comprehensive income (91.71) (25.03)

Total 33,420.60 (7,206.11)

A. Nature and purpose of reserves
a. Securities premium
Securities premium represents the amount of premium received by the Company on the issuance of shares. The
utilisation of the Securities premium is in accordance with the provisions of the Companies Act, 2013.

b. Special reserve u/s 45IC of RBI act, 1934

Special reserve represents the reserve created pursuant to the Reserve Bank of India Act, 1934 (the RBI Act).
Appropriation from this reserve fund is permitted only for the purposes specified by RBI.
c. Retained Earnings
Retained earnings comprises of the Company’s undistributed earnings after taxes.
d. Impairment reserve
Impairment reserve is created when impairment allowance under Ind AS 109 is lower than the provisioning
required (including standard asset provisioning) under prudential norms on Income Recognition, Asset
Classification and Provisioning (IRACP), as directed by RBI vide circular DOR
(NBFC).CC.PD.No.109/22.10.106/2019- 20 dated 13th March, 2020.

e. Other Comprehensive income

It represents the gain / (loss) on account of actuarial valuation of defined benefit obligation.

B. Movement in Other equity

As at As at
March 31, 2024 March 31, 2023
a) Securities premium
Balance as at beginning of the year 1,550.39 -
Add : Premium Received on issue of shares 43,613.96 1,550.39
Less : Share issue expenses - -
Balance as at end of the year (a) 45,164.35 1,550.39
b) Special reserve u/s 45IC of RBI act, 1934
Balance as at beginning of the year 402.37 402.37
Add : Transfer from retained earnings - -
Balance as at end of the year (b) 402.37 402.37
c) Retained Earnings
Balance as at beginning of the year (9,133.84) (2,235.59)
Add : Profit / (Loss) for the year (2,920.57) (6,898.25)
Balance as at end of the year (c) (12,054.41) (9,133.84)
d) Other comprehensive income
Balance as at beginning of the year (25.03) -
Add : Other comprehensive income for the year (net of tax) (66.68) (25.03)
Balance as at end of the year (d) (91.71) (25.03)
e) Impairment reserve
Balance as at beginning of the year - -
Add : Transfer from retained earnings - -
Balance as at end of the year (e) - -

Total (a+b+c+d+e) 33,420.60 (7,206.11)

Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)

(Currency : Indian Rupees in lakhs)

Particulars For the For the

year ended year ended
March 31, 2024 March 31, 2023
20. Interest Income
a) On financial assets measured at amortised cost
i) Interest income on loans 33,249.87 5,476.53
ii) Interest income on deposits 114.25 216.02
b) On financial assets measured at Fair value through profit and loss (FVTPL)
i) Interest income from investment 25.36 73.55

Total 33,389.48 5,766.10

21. Fee and Commission Income

a) Fee income and other charges 2,112.22 193.12

b) Other commission income 2,263.48 -

Total 4,375.70 193.12

22. Net gain on fair value changes

Net gain/ (loss) on financial instruments at fair value through profit or loss
On trading portfolio
A. On trading portfolio
Investments at Fair value through profit and loss (FVTPL)
a) Profit on liquid mutual funds 767.39 597.71
b) Profit on debt securities and other investments held for trade (net) 12.08 3.00

Total 779.47 600.71

Fair value changes:

a) Realised 794.71 586.45
b) Unrealised (15.24) 14.26

Total 779.47 600.71

22a. Net gain on derecognition of financial instruments under amortised cost category

a) Net gain on derecognition of financial instruments under amortised cost category 473.88 -

Total 473.88 -

23. Other Income

a) Interest income on security deposits 12.50 3.52
b) Gain on Lease Modification 17.30 -
c) Interest on income tax refund 19.55 -
d) Service Charges 730.72 -
e) Profit on sale of assets (net) 4.53 -

Total 784.60 3.52

Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)

(Currency : Indian Rupees in lakhs)

Particulars For the year ended For the year ended

March 31, 2024 March 31, 2023
24. Finance costs
a) On Financial liabilities measured at amortised cost
i) Interest on borrowings (other than debt securities) 13,007.76 1,880.35
ii) Interest on debt securities 4,937.14 535.84
iii) Interest expense on leases 144.05 88.92
iv) Other Borrowing costs 127.18 29.13

Total 18,216.13 2,534.24

25. Impairment of financial instruments

a) On Financial assets measured at amortised cost
i) Loans (Refer note: 6) 2,645.95 888.56
b) Write off (Refer note: 6) 105.26 -

Total 2,751.21 888.56

26. Employee Benefits Expenses

a) Salaries, bonus and allowances (Net)* 11,985.92 6,117.32
b) Contribution to provident fund and other funds 409.49 207.67
c) Gratuity expenses (Refer note: 39) 56.93 -
d) Share based payments (Refer note: 38) 83.60 18.72
e) Staff welfare expenses 468.64 287.48

Total 13,004.58 6,631.19

*Notes:
Salaries, bonus and allowances is net of salary cost recovered/reimbursed from/to related parties. Refer related party transaction Note- 37
Salaries, bonus and allowances net of salary cost capitalised to Intangible Assets Under Development during the current year Nil (Previous
Year: Rs.108.31 Lakhs).

27. Other expenses

a) Advertisement and Sales Promotion expenses 1,139.93 377.04
b) Auditor's fees and expenses (Refer note below) 18.69 15.31
c) Commission and Brokerage 26.98 12.44
d) Travelling and Conveyance 660.29 221.78
e) Computer & IT Expenses 1,111.13 568.66
f) Commission to Directors 5.45 -
g) Communication Expenses 45.75 21.56
h) Electricity Expenses 70.47 35.48
i) Housekeeping Expenses 167.15 132.94
j) Legal and Professional Fees 1,343.30 339.85
k) Loan sourcing cost 2,070.87 355.29
l) Membership and Subscription Fees 38.11 130.00
m) Office expenses 73.16 36.42
n) Printing and stationery 48.97 59.37
o) Rates, duties and taxes 23.16 4.52
p) Recruitment Expenses 138.41 270.17
q) Rent expenses 121.98 72.26
r) Repair and Maintenance- Others 122.13 63.77
s) Miscellaneous Expenses 35.52 5.07
t) Loans related other charges 1.04 -

Total 7,262.49 2,721.93

27.1 Auditors' fees and expenses

Payments to auditor
a) Audit fees 17.44 13.90
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)

(Currency : Indian Rupees in lakhs)

Particulars For the year ended For the year ended

March 31, 2024 March 31, 2023
b) Certification fees 1.25 1.41

Total 18.69 15.31

Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)
(Currency : Indian Rupees in lakhs)

28. Tax expense and related balances

A. Amounts recognised in statement of profit and loss

Particulars For the year ended For the year ended

March 31, 2024 March 31, 2023
Current tax expense
Current period - -
Changes in estimated related to prior years - -
Total current tax expense (A) - -

Deferred income tax liability / (asset), net

Origination and reversal of temporary differences - -
Deferred tax expense (B) - -

Total tax expense for the year (A) + (B) - -

B. Amounts recognised in other comprehensive income

Particulars For the year ended For the year ended

March 31, 2024 March 31, 2023
(a) Items that will not be reclassified to profit and loss
(i) Remeasurement gains and (losses) on defined benefit obligations (66.68) (25.03)
(ii) Income tax relating to items that will not be reclassified to profit and loss - -
Total (a) (66.68) (25.03)

(b) Items that will be reclassified to profit and loss

Total (b) - -

Total (a+b) (66.68) (25.03)

C. Reconciliation of effective tax rate For the year ended March 31,2024 For the year ended March 31,2023
Amount %age Amount %age
Profit/(Loss) before tax as per Statement of profit and loss (2,920.57) (6,897.86)
Tax using the Company’s domestic tax rate (735.05) 25.17 (1,736.05) 25.17
Tax effect of: - -
Non-deductible expenses (342.99) 11.74 (489.08) 7.09
Others 1,078.04 (36.91) 2,225.13 (32.26)

Total tax expense - - - -

D. Deferred tax balances

Particulars As at As at
March 31, 2024 March 31, 2023
Deferred Tax Assets (DTA)
Business loss and others 2,339.99 2,558.61
DTA restricted to 1,789.42 568.28
Total DTA - -

Deferred Tax Liabilities (DTL)

WDV of tangible and intangible assets and Others (1,789.42) (568.28)
Total DTL (1,789.42) (568.28)

Deferred tax asset on unabsorbed depreciation, business losses, EIR impact on financial instruments at amortised cost, lease related adjustments, unrealised net gain/(loss) on fair value
changes, disallowances under u/s 43B of Income Tax Act, 1961 and others are not created on conservative basis but it restricted to the deferred tax liability on tangible and intangible
assets.

E. Tax balances
Particulars As at As at
March 31, 2024 March 31, 2023
Current tax assets (net)
Advance Income Taxes (net) 973.21 346.81
[Net of provision for income tax Rs.149.24 Lakhs (As at March 31, 2023 -Rs.149.24 Lakhs)]
Total 973.21 346.81

Current tax liabilities (Net) - -

Total - -
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)
(Currency : Indian Rupees in lakhs)
29. Earning per Share For the For the
year ended year ended
March 31, 2024 March 31, 2023

Basic and Diluted earning per share

a) Profit/(Loss) after tax attributable to equity shareholders for Basic EPS (Numerator) (2,920.57) (6,898.25)
b) Weighted average no. of equity shares outstanding during the year for Basic EPS (Denominator) 71,31,06,824 43,92,20,653
c) Nominal value of equity shares (Rs. per share) 10.00 10.00
d) Basic and diluted earnings per share (EPS) (Rs. per share) (0.41) (1.57)

30. Commitments and contingencies

A. Contingent liabilities
The contingent liabilities which are pending against the company as at 31st March, 2024 are Rs. 12.21 Lakhs (As at 31st March, 2023: Rs. 12.20
Lakhs).

B. Capital commitments
As at As at
Particulars
March 31, 2024 March 31, 2023
i) Estimated amount of contracts remaining to be executed on capital account and not provided for 897.34 646.91
ii) Undisbursed commitments in respect of the loan agreements 60,230.31 38,384.95

31. Investor Education and Protection Fund

There are no amounts due and outstanding to be credited to Investor Education and Protection Fund As at March 31, 2024 (As at 31st March, 2023:
Nil).

32. Unhedged foreign currency exposures

The Company has unhedged foreign currency exposure of Rs. Nil As at March 31, 2024 (As at 31st March, 2023: Nil).

33. Dues to Micro, Small Enterprises

During the year micro and small enterprises as defined under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act) have
been identified by the Company on the basis of the information available with the Company. The disclosures pursuant to MSMED Act based on the
books of account are as under:
As at As at
March 31, 2024 March 31, 2023

i) The principal amount remaining unpaid to any supplier as at the end of the accounting year; 22.42 25.68
ii) The interest due thereon remaining unpaid to any supplier as at the end of the accounting year; - -
iii) The amount of interest paid by the buyer under MSMED Act, 2006 along with the amounts of the - -
payment made to the supplier beyond the appointed day during each accounting year;
iv) the amount of interest due and payable for the period of delay in making payment (which has been - -
paid but beyond the appointed day during the year) but without adding the interest specified under the
MSMED Act, 2006;
v) The amount of interest accrued and remaining unpaid at the end of accounting year; - -
vi) The amount of further interest due and payable even in the succeeding year, until such date when the - -
interest dues as above are actually paid to the small enterprise, for the purpose of disallowance as a
deductible expenditure under section 23.
Disclosure of outstanding dues of Micro and Small Enterprise under Trade Payables is based on the information available with the Company regarding
the status of the suppliers as defined under the Micro, Small and Medium Enterprises Development Act, 2006. There is no undisputed amount overdue
during the year ended and as at March 31, 2024 and March 31, 2023 to Micro, Small and Medium Enterprises on account of principal or interest.

34. Segment Reporting

The Company’s main business is financing by way of loans against property in India. All other activities of the Company revolve around the main
business. Accordingly, there are no separate reportable segments as per Ind-AS 108 dealing with Operating Segment.
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)
(Currency : Indian Rupees in lakhs)

35. Leases

Information about leases for which the Company is a lessee is presented below:
(i) Right of use Asset

As at As at
Particulars
March 31, 2024 March 31, 2023
Opening Right of use Asset 1,362.92 771.62
Add: Addition for new leases 1,655.17 964.44
Less: Reduction for termination / closure (588.58) -
Less: Depreciation charge for the year (net of deduction) (273.50) (373.15)
Closing Right of use Asset 2,156.01 1,362.92

(ii) Movement in Lease liabilities

As at As at
Particulars
March 31, 2024 March 31, 2023
Opening lease liabilities 1,406.14 780.18
Add: Addition for new leases 1,584.24 938.27
Add: Interest on lease liabilities 144.05 88.92
Less: Reduction for termination / closure (315.30) -
Less: Lease payments (615.93) (401.23)
Closing lease liabilities 2,203.20 1,406.14

(iii) Amount recognised in Statement of Profit and Loss

For the For the
Particulars year ended year ended
March 31, 2024 March 31, 2023
(a) Depreciation charge of right-of-use assets 273.50 373.15
(b) Interest on lease liabilities 144.05 88.92
(c) Expense relating to short-term leases 121.98 72.26
Total 539.53 534.33

(iv) The total cash outflow for leases for the year:
For the For the
Particulars year ended year ended
March 31, 2024 March 31, 2023
The total cash outflow of leases 615.93 401.23

(v) Maturity analysis (undiscounted amounts)

As at As at
Particulars
March 31, 2024 March 31, 2023
Less than one year 1,600.72 462.65
One to five years 951.51 1,123.42
More than five years - -
Total undiscounted lease liabilities 2,552.23 1,586.07

Lease liabilities included in the statement of financial position

Current 543.18 382.22
Non-Current 1,660.02 1,023.92
Weighted average effective interest rate % 6.50% to 8.50% 6.50% to 7.00%
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)

36. Expenditure on Corporate Social Responsibility

The Company has not incurred/ provided any expenses towards Corporate Social Responsibility as mandated by Section 135 of the Companies Act, 2013 ("the Act"). The Company has made its assessment of the book profit as per Section 198 of the Act and the same is below the
threshold limits specified under the Section 135 of the Act.

37. Related Party Disclosure

As per the requirement of Ind AS 24, on related party disclosures, the name of the related parties with the description of the relationship and transactions between the reporting enterprise and its related parties, as identified by the management are as follows :

37.1 List of related parties

A. Ultimate Holding Company

Godrej Industries Limited (w.e.f 24 August, 2021)

B. Holding Company
Godrej Capital Limited (w.e.f 24 August, 2021)

C. Fellow Subsidiaries
Godrej Housing Finance Limited
Godrej Properties Limited
Godrej One Premises Management

D. Company under common ownership

Godrej & Boyce Manufacturing Company
Godrej Highrises Properties Pvt Limited

E. Firm in which a director, manager or his relative is a partner

Anamudi Real Estates LLP

D. Key management personnel (KMP)

Pirojsha Godrej (Non-Executive Director) (w.e.f. August 25, 2021)
Hemant Adarkar* (Independent Director) (w.e.f. October 25, 2022)
Anisha Motwani* (Independent Director) (w.e.f. January 9, 2023)
Manish Shah (Non-Executive Director) (w.e.f. August 25, 2021)
Pankaj Gupta (Chief Executive Officer) ( w.e.f. November 9, 2022)
Kunal Karnani (Chief Financial Officer) ( w.e.f. June 1, 2022)
Heer Parekh (Company Secretaary) ( w.e.f March 22, 2022)

*Categorised as Key Management Personnel as per definition of Ind AS 24, however Directors continue to be Independent Director as defined in section 149 (6) of the Companies Act, 2013.
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)

37.2 Transactions and Balances with Related parties

Firm in which a
Ultimate Company under common
Sr. No. Nature of Transaction Holding Company Fellow Subsidiaries director, manager or Key management personnel
Holding Company ownership
his relative is a partner
FY 2024 FY 2023 FY 2024 FY 2023 FY 2024 FY 2023 FY 2024 FY 2023 FY 2024 FY 2023 FY 2024 FY 2023

Transactions with Related parties

1 Issue of equity shares - - 79,966.33 47,500.00 - - - - - - - -

2 Expenses/ Reimbursement Paid To 225.39 111.27 83.60 17.18 599.49 635.62 11.34 - 142.92 - - -

3 Expenses/ Reimbursement Recovered From - 2.35 67.47 62.30 49.02 959.26 - - - - - -

4 Purchase of Goods - - - - - - 662.08 - - - - -

5 Remuneration to Key Management Personnel - - - - - - - - - - 468.77 386.51

6 Security deposits paid - - - - - - - - 104.90 - - -

Balances with related parties as at the end of the year

7 Trade Payables 9.36 8.36 20.00 - 214.13 206.51 11.34 - - - - -

8 Security deposits - - - - - - - - 104.90 - - -

9 Other Receivables - 2.78 21.88 - 42.04 28.01 - - - - - -

Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)

Firm in which a
Ultimate Company under common
Sr. No. Nature of Transaction Holding Company Fellow Subsidiaries director, manager or Key management personnel
Holding Company ownership
his relative is a partner
FY 2024 FY 2023 FY 2024 FY 2023 FY 2024 FY 2023 FY 2024 FY 2023 FY 2024 FY 2023 FY 2024 FY 2023

1 Issue of equity shares

Godrej Capital Limited - - 79,966.33 47,500.00 - - - - - - - -

2 Expenses/ Reimbursement Paid To

Godrej Industries Limited 225.39 111.27 - - - - - - - - - -
Godrej Capital Limited - - 83.60 17.18 - - - - - - - -
Godrej Housing Finance Limited - - - - 555.95 635.62 - - - - - -
Godrej One Premises Management Private Limited - - - - 43.54 - - - - - - -
Godrej Highrises Properties Private Limited - - - - - - 11.34 - - - - -
Anamudi Real Estate LLP - - - - - - - 142.92 - - -

3 Expenses/ Reimbursement Recovered From

Godrej Industries Limited - 2.35 - - - - - - - - - -
Godrej Capital Limited - - 67.47 62.30 - - - - - - - -
Godrej Housing Finance Limited - - - - 49.02 958.47 - - - - - -
Godrej Properties Limited - - - - - 0.79 - - - - - -

4 Purchase of Goods
Godrej Boyce Manufacturing Company - - - - - - 662.08 - - - - -

5 Remuneration to Key Management Personnel

Short term employee benefit - - - - - - - - - - 411.93 301.66
Post employment benefit - - - - - - - - - - 18.60 70.85
Sitting fees - - - - - - - - - - 38.24 14.00

6 Security deposits paid

Anamudi Real Estate LLP - - - - - - - - 104.90 - - -

7 Trade Payables
Godrej Industries Limited 9.36 8.36 - - - - - - - - - -
Godrej Capital Limited - - 20.00 - - - - - - - - -
Godrej Housing Finance Limited - - - - 210.77 206.51 - - - - - -
Godrej One Premises Management Private Limited - - - - 3.37 - - - - - - -
Godrej Highrises Properties Private Limited - - - - - - 11.34 - - - - -

8 Security deposits
Anamudi Real Estate LLP - - - - - - - - 104.90 - - -

9 Other Receivables
Godrej Industries Limited - 2.78 - - - - - - - - - -
Godrej Capital Limited - 21.88 - - - - - - - - -
Godrej Housing Finance Limited - - - - 41.10 27.08 - - - - - -
Godrej Properties Limited - - - - 0.93 0.93 - - - - - -

Note: All related party trannsactions entered during the year were in ordinary course of business and are on arm's length basis.
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)

38. Share based payment arrangement (Employee Stock Option Plan)

38.01 The Godrej Capital Employee Stock Option Scheme 2021 (“ESOP Scheme 2021”) of the parent company was approved and adopted by its members at an Extraordinary General Meeting
held on January 5, 2021 and Employee Stock Option Scheme 2022 (“ESOP Scheme 2022”) of the parent company was approved and adopted by its members at an Anuual General Meeting
held on June 1, 2022 The Scheme is administered by parent company's Board of Directors. The Scheme applies to all the Eligible Employees, who are the permanent employees of the parent
company or any Subsidiary of the such parent Company, on the date of Grant of Options. The Compensation Committee of the parent company would decide the entitlement of each
employee based on his/her performance, level, grade, seniority and such other parameters as may be decided by the Compensation Committee. The Exercise Price will be as decided by the
Compensation Commitee. The Options granted would vest after twenty one months but not later than fifty seven months from the date of Grant of Options or as may be decided by
Compensation committee. Exercise period is 7 (seven) years from the date of Vesting of Options or such other period as may be decided by the Compensation Committee, within which the
Employee should exercise his right to apply for transfer of Equity Shares of the Company to him pursuant to the Option Vested in him in accordance with the ESOP Scheme 2021 and ESOP

The fair value of the options at grant date is determined using Black Scholes Model which takes into account the exercise price, the term of the option, the share price at the grant date and
expected price volatility of the underlying shares, the expected dividend yield and the risk free interest rate for the term of the options. The compensation costs, if any, is amortised on a
straight line basis.

During the year, the parent company granted stock options to employees under the ESOP 2022 Plan where the exercise price was linked to the fair value of shares on the date of the grant.

(Currency : Indian Rupees in lakhs)

38.02 Movements in the number of share options outstanding under the ESOP Scheme 2021 is set out below:
As at March 31, 2024 As at March 31, 2023
Weighted Weighted
Number of Number of
average average
Options Options
exercise price exercise price

Options outstanding at the beginning of the year 2,221 10.00 2,343 10.00
Granted - - - -
Vested - - - -
Exercised - - - -
Forfeited/Cancelled - - - -
Lapsed/Expired (295) 10.00 (122) 10.00

Options outstanding at the end of the year* 1,926 10.00 2,221 10.00

Options exercisable at the end of the year/ period 496 -

*Options oustanding at the end of previous year pertains to employee transferred during the year from Group Company.

38.03 Movements in the number of share options outstanding under the ESOP Scheme 2022 is set out below:
As at March 31, 2024 As at March 31, 2023
Weighted Weighted
Number of Number of
average average
Options Options
exercise price exercise price

Options outstanding at the beginning of the year 750 80,496.49 - -

Granted 920 1,08,556.00 750 80,496.49
Vested - - - -
Exercised - - - -
Forfeited/Cancelled - - - -
Lapsed/Expired (231) 89,242.31 - -

Options outstanding at the end of the year 1,439 97,031.91 750 80,496.49

Options exercisable at the end of the year/ period - -

38.04 Vesting period

Vesting period As at March 31, 2024 As at March 31, 2023
No. of Options No. of Options
Less than 1 Year 1,451 1,155
1 to 3 years 991 1,469
More than 3 years 923 347
Total 3,365 2,971

Weighted average contractual life of options remaining outstanding at end of year is 10.34 years.
38.05 Fair value options
The fair value of options have been estimated as on the date of the grant using "Black Scholes" model. The key assumptions used in the model for calculating the fair value as on the date of grant are as f
Grant Date Share price Exercise price Risk-free Expected life Expiry Date Expected Expected Fair Value
interest rate of the option (from vesting volatility dividend of Options
date) yield
January 29, 42.4% to
ESOP 2021 4.29 10 5.71% to 6.61% 7 years 3 years 0.00% 0.9 to 1.6
2021 43%
Feburary 3, 42.4% to
ESOP 2021 4.29 10 5.71% to 6.61% 7 years 3 years 0.00% 0.9 to 1.6
2021 43%
Feburary 11, 42.4% to
ESOP 2021 4.29 10 5.71% to 6.61% 7 years 3 years 0.00% 0.9 to 1.6
2021 43%
42.4% to
ESOP 2021 May 10, 2021 4.29 10 5.71% to 6.61% 7 years 3 years 0.00% 0.9 to 1.6
43%
42.4% to
ESOP 2021 June 22, 2021 4.29 10 5.71% to 6.61% 7 years 3 years 0.00% 0.9 to 1.6
43%
November 09, 20.51% to 12836.81 to
ESOP 2022 80,496.49 80,496.49 6.69% to 7.34% 7 years 3 years 0.00%
2022 29.79% 33681.63
24.27% to 21055.68 to
ESOP 2022 March 10, 2023 80,496.49 80,496.49 7.26% to 7.33% 7 years 3 years 0.00%
23.93% 33172.25
20.26% to 24640.57 to
ESOP 2022 July 03, 2023 1,08,556.00 1,08,556.00 6.9% to 6.98% 7 years 3 years 0.00%
27.78% 45534.12
September 04, 19.71% to 25532.32 to
ESOP 2022 1,08,556.00 1,08,556.00 7.07% to 7.09% 7 years 3 years 0.00%
2023 24% 44058.86
January 08, 18 % to 24610.08 to
ESOP 2022 1,08,556.00 1,08,556.00 7% to 7.08% 7 years 3 years 0.00%
2024 23.95% 44092.14
16.73% to 23565.57 to
ESOP 2022 March 23, 2024 1,08,556.00 1,08,556.00 6.92% to 6.94% 7 years 3 years 0.00%
23.98% 43579.38

The expected life of the share option is based on the management's current expectations and not necessarily indicative of exercise pattern that may occur. The volatility of the options is based on the histo

38.06 Expenses recognised in statement of profit and loss

As at March 31, 2024 As at March 31, 2023
ESOP expenses/Share based payments
83.60 18.72
recognised in profit and loss
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)
(Currency : Indian Rupees in lakhs)
39. Employee benefits - Disclosure pursuant to Ind AS 19 'Employee Benefits'
39.1 Defined contribution plans
The Company makes Provident fund 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 has recognised the following amounts in the statement of profit and loss towards contribution to defined contribution plans which are
included under contribution to provident and other funds:
Year Ended March 31,
2024 2023
Provident fund 409.49 207.67
39.2 Defined Benefit Plan
The Company has an obligation towards gratuity, a non funded defined benefit plan covering eligible employees. Vesting for gratuity occurs upon
completion of five years of service. Details of the non funded post retirement benefit plans for its employees are given below which is as certified by the
actuary.
Gratuity Disclosure Statement as Per Indian Accounting Standard 19 (Ind AS 19) as below.

a) Changes in Present Value of Defined Benefit Obligation Year Ended March 31,
2024 2023
Present Value of Benefit Obligation at the Beginning of the year 83.34 -
Current Service Cost 50.92 -
Past service cost - -
Interest Expense/(Income) 6.00 -
Liability transferred in 8.63 58.31
Liability transferred out (3.21) -
Settlement Cost (Credit)/Cost - -
Benefit Paid Directly by the Employer (22.96) -
Actuarial (Gains)/Losses on obligations - due to experience 46.53 25.03
Actuarial (Gains)/Losses on obligations - due to change in demographic assumptions 35.97 -
Actuarial (Gains)/Losses on obligations - due to change in financial assumptions (15.84) -
Experience (gains)/losses - -

Present Value of Benefit Obligation at the End of the year 189.40 83.34

Change in plan assets:

Fair value of plan assets, beginning of the year - -
Expected return on Plan Assets - -
Contributions - -
Benefits paid - -
Actuarial Gain (loss) on plan assets - -

Fair value of plan assets, end of the year - -

As at March 31, As at March 31,

b) Amount recognized in the balance sheet consists of: 2024 2023
Present value of defined benefit obligation 189.40 83.34
Fair value of plan assets - -
Net liability 189.40 83.34

Year Ended March 31,

c) The amounts recognised in the Statement of Profit and Loss are as follows: 2024 2023
Service Cost
Current service cost 50.92 -
Past service cost - -
Total Service cost (i) 50.92 -
Net interest cost
Interest expense on DBO 6.00 -
Interest expense / (income) on plan assets - -
Total Interest cost (ii) 6.00 -

Defined benefit cost included in Statement of Profit and Loss (iii) - (i + ii) 56.92 -

Total remeasurement in other comprehensive income (OCI) (iv) 66.67 25.03

Total Defined benefit cost included in Statement of Profit and loss and OCI (v) = (iii + iv) 123.59 25.03
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)
(Currency : Indian Rupees in lakhs)

As at March 31, As at March 31,

2024 2023
d) The amounts recognised in the Balance Sheet are as follows:
Opening Net Liability 83.34 -
Expenses Recognized in Statement of Profit or Loss 56.93 -
Expenses Recognized in OCI 66.68 25.03
Net Liability/(Asset) Transfer In 8.63 58.31
Net (Liability)/Asset Transfer Out (3.21) -
(Benefit Paid Directly by the Employer) (22.96) -
(Employer's Contribution) - -
Net Liability/(Asset) Recognized in the Balance Sheet 189.40 83.34

39. Employee benefits - Disclosure pursuant to Ind AS 19 'Employee Benefits' (Continued)

e) The principal assumptions used in determining gratuity obligations for the Company’s plans are shown below
With the objective of presenting the plan assets and plan liabilities of the defined benefits plans and post retirement medical benefits at their fair value on
the balance sheet, assumptions under Ind AS 19 are set by reference to market conditions at the valuation date.
As at March 31, 2024 As at March 31, 2023
Discount rate 7.16% 7.20%
Salary growth rate 8.00% 10.00%
Employee attrition rate 25.00% 34.00%
Mortality rate during employment Indian Assured Lives Mortality (2012-14) Indian Assured Lives Mortality (2012-14)
Urban Urban

Average expected future service of employee 3 Years 2 Years

f) Impact on defined benefit obligation - Sensitivity Analysis March 31, 2024 March 31, 2023
Particulars Increase Decrease Increase Decrease
i) Discount rate (1% movement) (7.39) 7.99 (2.86) 3.04
ii) Change in salary growth rate (1% movement) 7.85 (7.40) 2.94 (2.82)
iii) Change in employee attrition rate (1% movement) (3.65) 3.76 (2.39) 2.46
The sensitivity analysis have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting
period, while holding all other assumptions constant.
The sensitivity analysis presented above may not be representative of the actual change in the benefit obligation as it is unlikely that the change in
assumptions would occur in isolation of one another as some of the assumptions may be correlated.
Furthermore, in presenting the above sensitivity analysis, the present value of the benefit obligation has been calculated using the projected unit credit
method at the end of the reporting period, which is the same method as applied in calculating the benefit obligation as recognised in the balance sheet.
There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.

g) Maturity
The defined benefit obligations shall mature after year end as follows: As at March 31,
Particulars 2024 2023
i) 1st Following Year 17.23 0.37
ii) 2nd Following Year 27.69 15.33
iii) 3rd Following Year 28.13 19.13
iv) 4th Following Year 29.64 18.12
v) 5th Following Year 31.84 16.08
vi) Sum of Years 6 to 10 90.08 33.92
vii) Sum of Years 11 and above 40.42 7.58
The weighted average duration of the defined benefit obligation is 5 years (previous year - 5 years).

h) Risk Exposure
Gratuity is a defined benefit plan and Company is exposed to the Following Risks:
Interest rate risk: A fall in the discount rate which is linked to the Government Security Rate will increase the present value of the liability requiring higher
provision.
Salary Risk: The present value of the defined benefit plan liability is calculated by reference to the future salaries of members. As such, an increase in the
salary of the members more than assumed level will increase the plan's liability.
Asset Liability Matching Risk: The plan faces the ALM risk as to the matching cash flow. Company has to manage pay-out based on pay as you go basis
from own funds.
Mortality risk: Since the benefits under the plan is not payable for life time and payable till retirement age only, plan does not have any longevity risk.

i) Accumulated Compenstated Absences

The Company provides for accumulated compensated absences as at the balance sheet date on the basis of an actuarial valuation. The Company
recognized 63.27 lakhs (Previous year 20.08 lakhs) for Compensated Absences in the Statement of Profit and Loss..
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)
(Currency : Indian Rupees in lakhs)

39.3 Impact of Code on Social Security, 2020

The Indian Parliament has approved the Code on social security, 2020 which may impact the contributions by the Company towards Provident Fund and
Gratuity. The effective date from which the changes are applicable is yet to be notified and the rules for quantifying and financial impact are yet to be
determined. The Company will complete its evaluation and will give appropriate impact in the financial statements in the year in which, the code becomes
effective and the related rules to determine the financial impact are notified.
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)
(Currency : Indian Rupees in lakhs)

40. Fair Value Measurement

The fair value is the amount at which financial instruments could be sold on fair terms as of the reporting date. Where market prices (e.g. for marketable
securities) were available, we have used these prices without modification for measuring fair value. If no market prices were available, the fair values for
loans/receivables and liabilities were calculated by discounting using a maturity-matched discount rate appropriate to the risk.

40.1 Classification of financial assets and financial liabilities:

The following table shows the carrying amounts and fair values of Financial assets and Financial liabilities which are classified as Amortised Cost, Fair
value through Profit and Loss (FVTPL) and Fair value through other comprehensive income (FVTOCI).

40.1.1 As at March 31, 2024

At Amortised Total carrying
Particulars FVTPL FVTOCI Total Fair value
cost Value
Financial Assets
Cash and cash equivalents 25,765.04 - - 25,765.04 25,765.04
Loans 4,80,612.96 - - 4,80,612.96 4,80,612.96
Other financial assets 2,073.46 - - 2,073.46 2,073.46
Total 5,08,451.46 - - 5,08,451.46 5,08,451.46
Financial Liabilities
Trade payables 4,439.90 - - 4,439.90 4,439.90
Debt securities 1,13,260.12 - - 1,13,260.12 1,13,260.12
Borrowings (other than debt securities) 2,56,434.97 - - 2,56,434.97 2,56,434.97
Lease liabilities 2,203.20 - - 2,203.20 2,203.20
Other financial liabilities 15,380.48 - - 15,380.48 15,380.48
Total 3,91,718.67 - - 3,91,718.67 3,91,718.67

40.1.2 As at March 31, 2023

At Amortised Total carrying
Particulars FVTPL FVTOCI Total Fair value
cost Value
Financial Assets
Cash and cash equivalents 11,865.55 - - 11,865.55 11,865.55
Other Bank balances 1,525.81 - - 1,525.81 1,525.81
Derivative financial instruments - 25.41 - 25.41 25.41
Loans 1,33,571.46 - - 1,33,571.46 1,33,571.46
Investments - 19,514.26 - 19,514.26 19,514.26
Other financial assets 176.58 - - 176.58 176.58
Total 1,47,139.40 19,539.67 - 1,66,679.07 1,66,679.07
Financial Liabilities
Trade payables 1,991.63 - - 1,991.63 1,991.63
Debt securities 20,861.59 - - 20,861.59 20,861.59
Borrowings (other than debt securities) 93,657.88 - - 93,657.88 93,657.88
Lease liabilities 1,406.14 - - 1,406.14 1,406.14
Other financial liabilities 4,982.07 - - 4,982.07 4,982.07
Total 1,22,899.31 - - 1,22,899.31 1,22,899.31
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)
(Currency : Indian Rupees in lakhs)

40. Fair Value Measurement (Continued)

40.2 Fair value hierarchy of financial instruments
The fair value of financial instruments are classified into three categories i.e. Level 1, 2 or 3 depending on the inputs used in the valuation
technique. The hierarchy gives the highest priority to quoted prices in active market for identical assets or liabilities (level 1 measurements) and
lowest priority to unobservable inputs (level 3 measurements).

Level 1: Financial instruments measured using quoted prices and that are traded in active market are categorized under level 1.
Level 2: The fair value of financial instruments that are not traded in an active market is determined using observable market data and not the
entity specific estimates.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. The instruments
are valued based on quoted prices for the similar instruments but for which significant observables adjustments are required to reflect the
difference between the instruments.

40.2.1 Financial instruments valued at carrying value:

The respective carrying values of certain on-balance sheet financial instruments approximated their fair value. These financial instruments
include cash in hand and bank balances, trade receivables, trade payables, overdraft facility payable on demand certain other assets and
liabilities that are considered financial instruments. Carrying values were assumed to approximate fair values for these financial instruments as
they are short-term in nature and their recorded amounts approximate fair values or are receivable or payable on demand.

40.2.2 Valuation techniques used to determine fair value:

The Company’s accounting policies and disclosures require measurement of fair values, for both financial assets and financial liabilities.
The Company has an established control framework with respect to the measurement of fair values. The Board / Audit Committee has overall
responsibility for overseeing all significant fair value measurements, including Level 3 fair values.
The Company uses the following hierarchy for determining and disclosing the fair value of financial assets by valuation technique:

i) Investments in Mutual Funds

The fair values of investments in mutual funds is based on the net asset value (‘NAV’) as stated by the issuers of these mutual fund units in the
published statements as at Balance Sheet date. NAV represents the price at which the issuer will issue further units of mutual fund and the
price at which issuers will redeem such units from the investors.

ii) Loans
Substantially all loans are at floating rate of interest, the carrying value of loans approximates their fair value.
iii) Borrowings and Debt Securities - (other than Market linked debt securities)
The Company's borrowings are at floating rate of interest and the carrying value of loans approximates their fair value.

Debt securities are short-term in nature and hence carrying value approximates their fair value.

iv) Derivative financial instruments

The Company enters into derivative financial instruments such as foreign exchange forward contracts to manage its exposure to foreign
exchange rate risk and are measured at fair value through profit or loss.The fair values of derivative financial instruments is measured on
Marked to Market basis.
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)
(Currency : Indian Rupees in lakhs)

40. Fair Value Measurement (Continued)

40.2.3 Transfers between Levels

There are no transfers between Level 1, 2 and 3 of financial instruments.

40.2.4 Fair values of financial assets and financial liabilities not measured at fair value, including their levels in the fair value hierarchy, are presented
below. It also includes the fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is
a reasonable approximation of fair value.
Fair Value
As at March 31, 2024
Level 1 Level 2 Level 3 Total
Financial Assets
Cash and cash equivalents 25,765.04 - - 25,765.04
Loans - - 4,80,612.96 4,80,612.96
Other financial assets - - 2,073.46 2,073.46
Total 25,765.04 - 4,82,686.42 5,08,451.46

Financial Liabilities
Trade payables - - 4,439.90 4,439.90
Debt securities - - 1,13,260.12 1,13,260.12
Borrowings (other than debt securities) - - 2,56,434.97 2,56,434.97
Lease liabilities - - 2,203.20 2,203.20
Other financial liabilities - - 15,380.48 15,380.48
Total - - 3,91,718.67 3,91,718.67

As at March 31, 2023

Level 1 Level 2 Level 3 Total
Financial Assets
Cash and cash equivalents 11,865.55 - - 11,865.55
Other Bank balances 1,525.81 - - 1,525.81
Derivative financial instruments 25.41 - - 25.41
Investments 19,514.26 - - 19,514.26
Loans - - 1,33,571.46 1,33,571.46
Other financial assets - - 176.58 176.58
Total 32,931.03 - 1,33,748.04 1,66,679.07

Financial Liabilities
Trade payables - - 1,991.63 1,991.63
Debt securities - - 20,861.59 20,861.59
Borrowings (other than debt securities) - - 93,657.88 93,657.88
Lease liabilities - - 1,406.14 1,406.14
Other financial liabilities - - 4,982.07 4,982.07
Total - - 1,22,899.31 1,22,899.31
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)
(Currency : Indian Rupees in lakhs)

40. Fair Value Measurement (Continued)

40.2.5 Fair values of financial assets and financial liabilities measured at fair value, including their levels in the fair value hierarchy, are presented
below. It also includes the fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is
a reasonable approximation of fair value.
Fair Value
As at March 31, 2024
Level 1 Level 2 Level 3 Total
Financial Assets
Derivative financial instruments - - - -
Investments - - - -
Total - - - -

Financial Assets As at March 31, 2023

Derivative financial instruments 25.41 - - 25.41
Investments 19,514.26 - - 19,514.26
Total 19,539.67 - - 19,539.67
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)

(Currency : Indian Rupees in lakhs)

41. Risk Management framework

41.1 Introduction
As a financial institution, Godrej Finance limited is exposed to various types of risks namely credit risk, liquidity risk, market risks, operational risk,
strategic risk (including emerging & external risks) and compliance & reputation risk.
We have adopted a holistic and data driven enterprise level risk management approach which includes monitoring both internal and external
indicators. We as an organization periodically adjust our strategy, incognizance with industry risk dynamics and emergence of new challenges and
opportunities. Godrej Finance’s risk management framework has been laid down with long term sustainability and value creation in mind.
Important pillars of the risk management approach are developing a strong risk management culture within the Company, alignment of risk with
business strategy, creating, preserving and realizing value. The key risks are being monitored by way of various policies covering these areas.
The policies provide guiding principles by setting various guardrails, procedures, risk assessment and control frameworks etc. which are regularly
tracked and reviews are presented to various senior management committees and board committees. An effort is also made to understand the best
practices in risk management across industries which are then customized to our business requirements.

41.2 Company’s Risk Management Framework for Measuring and Managing Risk

Risk management framework

Risk Management forms an integral part of the Company's operations. The company’s Board of Directors with support of risk function has overall
responsibility for the establishment and oversight of the risk management framework. The Board of Directors has constituted following committees
and defined their role for monitoring the risk management policies of the company.

Board level committees

Risk Management Committee of the Board (RMC): The purpose of the Committee is to assist the Board in its oversight of various risks

i) Credit Risk
ii) Liquidity and Interest Rate Risk
iii) Operational Risk (Process, HR, Technology and Fraud)
iv) Strategic Risks (including emerging and external risks)
v) Compliance and Reputation Risk (compliance risk and reputation risk are covered through compliance risk management charter).

Borrowing and Investment Committee: This committee has been constituted to enable decisions with respect to borrowing & investments of the
Company. The decisions are governed as per Board approved Borrowing & Investment policy of the Company.

Asset Liability Management Committee of the Board (ALCO): ALCO constituted under Annex II of Master Direction - Non-Banking Financial
Company - Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016 and undertakes all
matters prescribed for its working therein. It deals with all matters related to Asset-Liability and matters prescribed under Board approved Asset-
Liability Management Policy and Borrowing & Investment Policy.

The Risk Management Committee constituted under Paragraph 70 (3) of Master Direction - Non-Banking Financial Company - Systemically
Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016 and undertakes all matters prescribed for its
working therein. Among other things it quarterly reviews risk which impact the organization and actions taken to mitigate them.

The Audit Committee is assisted in its oversight role by Internal Audit. Internal Audit undertakes both regular and ad-hoc reviews of risk
management controls and procedures, the results of which are reported to the Audit Committee.

Credit Committee (CCC): The Committee has been constituted to take decisions with respect to credit. Among other things committee approves
cases above defined limit, reviews subsidiary credit policies, manual, products etc.
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)
(Currency : Indian Rupees in lakhs)

41. Risk Management framework (Continued)

41.3 Company’s Risk Management Approach for handling various type of risks
(A) Credit risk management:
The credit risk is governed by defined credit policies and Board approved DOA which undergo periodic review. The credit policies outline the type
of products that can be offered, customer categories, targeted customer profile, credit approval process, DOA and limits etc. Each business unit is
required to implement company’s credit policies and procedures and maintain the quality of its credit portfolio.

Credit Risk assessment methodology

The Company has a structured credit approval process, which includes a well-established procedure of comprehensive credit appraisal. The credit
appraisal process involves critical assessment of quantitative and qualitative parameters subject to review and approval as per defined DOA. The
credit assessment involves detailed analysis of industry, business, management, financials, end use etc. An internal rating is also assigned to the
borrower based on defined parameters. For retail customers, the credit assessment is based on a parameterised approach. Credit risk monitoring
and portfolio review. The company measures, monitors and manages credit risk at an individual borrower level. The credit risk for retail borrowers
is being managed at portfolio level.
The credit assessment is carried out based on an internal risk assessment framework which rates the customers accordingly to various parameters.
Data analytics is extensively used for effective risk monitoring.

(B) Market Risk

Risk due to change in market prices – e.g. interest rates, equity prices, foreign exchange rates and credit spreads, but not relating to changes in the
obligor’s/issuer’s credit standing and will affect the Company's income or the value of its holdings of financial instruments. The objective of the
Company's market risk management is to manage and control market risk exposures within acceptable risk tolerances levels to ensure the solvency
while optimising the return on risk. ALCO sets up limits for each significant type of risk/aggregated risk and various products in the portfolio, with
market liquidity being a primary factor in determining the level of limits.

Exposure to Market Risk

Interest rate risk

Core business of the Company is borrowing and lending as permitted by the Reserve Bank of India, exposing us to interest rate risk. Interest rate
risk is measured through Interest rate sensitivity report where gaps are being monitored classifying all rate sensitive assets and rate sensitive
liabilities into various time period categories according to earliest of contracted/behavioural maturities or anticipated re-pricing date. The Company
monitors interest rate risk through above measures on a monthly basis. The interest rate risk limits are approved by the ALCO. A regular stress
testing on liquidity scenarios and interest rate scenarios is carried out and presented to the ALCO.

Interest rate risk on investments

As at March 31, 2024

Particulars @ 100bps change @ 100bps change

Carrying value
increase decrease

Investment at FVTPL - - -

As at March 31, 2023

Particulars @ 100bps change @ 100bps change

Carrying value
increase decrease

Investment at FVTPL 19,514.26 195.14 (195.14)

Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)
(Currency : Indian Rupees in lakhs)

41. Risk Management framework (Continued)

Interest rate risk (Continued)

Below table illustrates impact on earnings on account of 100 bps change on in interest rate on the loans and borrowings due for repayment / rate
reset in one year.

As at March 31, 2024

Rate sensitive @ 100bps change @ 100bps change

Less than 1 Year
increase decrease

i) Loans 4,40,546.02 4,405.46 (4,405.46)

ii) Borrowings (Other than Debt Securities) 2,56,434.97 2,564.35 (2,564.35)
iii) Net Gap (iii) = (i-ii) 1,84,111.05 1,841.11 (1,841.11)

As at March 31, 2023

Rate sensitive @ 100bps change @ 100bps change

Less than 1 Year
increase decrease

i) Loans 1,03,602.91 1,036.03 (1,036.03)

ii) Borrowings (Other than Debt Securities) 93,657.88 936.58 (936.58)
iii) Net Gap (iii) = (i-ii) 9,945.03 99.45 (99.45)

The following table sets forth, for the periods indicated, the break-up of borrowings into variable rate and fixed rate

Particulars
As at March 31, 2024 As at March 31, 2023

Variable rate borrowings 69% 82%

Fixed rate borrowings 31% 18%
Total borrowings 100% 100%

Currency Risk
The company is currently not exposed to currency risk since its primary dealings are in INR.

Equity price risk

The Company does not have any exposure to equities and hence it not exposed to any equity price risk.
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)

(Currency : Indian Rupees in lakhs)

41. Risk Management framework (Continued)

(C) Liquidity risk
A risk that the Company will encounter difficulty in meeting its day to day financial obligations is known as liquidity risk. Management of liquidity risk is
done as follows:

i) ALCO sets the strategy for managing liquidity risk commensurate with the business objectives.

ii) ALCO has delegated the responsibility of managing overall liquidity risk and interest rate risk to Treasury. ALCO has set various gap limits for tracking
liquidity risk. The CFO and head of treasury monitor the gap limits with actuals and present the same to the MD & CEO.
iii) Treasury department manages the liquidity position on a day-to-day basis and reviews daily reports covering the liquidity position of the Company.
Treasury team ensures the regulatory compliance to the liquidity risk related limits approved in the ALM policy by ALCO.

iv) The Company's approach to managing liquidity is to ensure sufficient liquidity to meet its liabilities when they are due without incurring unacceptable
losses or risking damage to the Company's reputation.

The key elements of the Company's liquidity risk management strategy are as follows:

i) Maintaining a diversified funding through market and bank borrowings resources such as debentures, commercial papers, subordinated debt, perpetual
debt, Inter-corporate deposits (ICD’s), overdraft and bank term loans. Unused bank lines constitute the main liquidity back up to meet the contingency
funding plan. Additionally, based on Market scenario, the company also maintains a portfolio of highly liquid mutual fund units.

ii) Under the ALM guidelines, the dynamic liquidity statement and structural liquidity statement are being prepared periodically to monitor the maturity gaps
in the Assets and Liabilities cash flows.

iii) The company carries out stress testing of cash flows on periodic basis and shares the results with ALCO to gauge the adequacy of liquidity.

The below table analyses the Company’s financial liabilities and financial assets into relevant maturity groupings based on the remaining period as at the
reporting date to the contractual maturity date.

As at March 31, 2024

Contractual cash flows
Particulars Total Less than 6 More than 5
6 to 12 months 1 to 2 years 2 to 5 years
months years

Financial liabilities
Trade payables 4,439.90 4,439.90 - - - -
Debt securities* 1,13,260.12 - 63,358.17 - 49,901.95 -
Borrowings (other than debt securities)* 2,56,434.97 68,752.18 49,495.42 47,744.30 87,568.08 2,875.00
Lease Liabilities 2,203.20 218.26 324.92 563.40 1,096.63 -
Other financial liabilities 15,380.48 15,380.48 - - - -
Total 3,91,718.67 88,790.82 1,13,178.51 48,307.70 1,38,566.66 2,875.00

*Impact of EIR on Borrowings (other than debt securities) & Debt securities is shown in "More than 5 years" bucket.

Contractual cash flows

Particulars Total Less than 6 More than 5

6 to 12 months 1 to 2 years 2 to 5 years
months years

Financial assets
Cash and cash equivalents 25,765.04 25,765.04 - - - -
Loans* 4,80,612.96 41,402.91 36,587.55 70,286.14 1,28,930.77 2,03,405.59
Other financial assets 2,073.46 - 1,641.66 - 431.80 -
Total 5,08,451.46 67,167.95 38,229.21 70,286.14 1,29,362.57 2,03,405.59
*Impact of EIR on Loans is shown in "More than 5 years" bucket.
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)

(Currency : Indian Rupees in lakhs)

41. Risk Management framework (Continued)

(C) Liquidity risk (continued)

As at March 31, 2023

Contractual cash flows

Particulars Total Less than 6 More than 5

6 to 12 months 1 to 2 years 2 to 5 years
months years

Financial liabilities
Trade payables 1,991.63 1,991.63 - - - -
Debt securities* 20,861.59 - 974.28 - 19,887.31 -
Borrowings (other than debt securities)* 93,657.88 12,992.75 6,626.32 17,952.63 49,219.74 6,866.44
Lease Liabilities 1,406.14 186.74 195.46 418.12 605.82 -
Other financial liabilities 4,982.07 4,982.07 - - - -
Total 1,22,899.31 20,153.19 7,796.06 18,370.75 69,712.87 6,866.44

*Impact of EIR on Borrowings (other than debt securities) & Debt securities is shown in "More than 5 years" bucket.

Contractual cash flows

Particulars Total Less than 6 More than 5
6 to 12 months 1 to 2 years 2 to 5 years
months years
Financial assets
Cash and cash equivalents 11,865.55 11,865.55 - - - -
Bank balance other than cash and cash 1,525.81 1,525.81 - - - -
equivalents above
Investments 19,514.26 19,514.26 - - - -
Derivative Financial Instruments 25.41 25.41 - - - -
Loans* 1,33,571.46 9,843.87 8,328.48 9,254.35 20,483.59 85,661.17
Other financial assets 176.58 68.21 - - 108.37 -
Total 1,66,679.07 42,843.11 8,328.48 9,254.35 20,591.96 85,661.17

*Impact of EIR on Loans is shown in "More than 5 years" bucket.

(D) Operational Risk

The risk of direct or indirect potential loss arising from a wide variety of causes associated with the company's processes, personnel, systems, or from
external factors other than credit, compliance, reputation, market and liquidity risks. Management of operational risk forms an integral part of the
Company's enterprise wide risk management systems. Clear strategies and oversight by the Board of Directors and senior management, a strong operational
risk management culture, effective internal control and reporting and contingency planning are crucial elements of the Company's operational risk
management framework.

Cyber Security Risk

Various measures are adopted to effectively protect the company against phishing, social media threats and rogue mobile. Company ensures seamless
accessibility of critical systems through virtual private network (VPN), thereby minimizing the risk of security/data breaches and cyber-attacks.

(E) Regulatory and Compliance Risk

Company being a debt listed NBFC is required to comply with variety of regulations such as RBI regulations, SEBI regulations, Companies Act, 2013,
labor law and other administrative regulations. These regulations are undertaken by respective teams and are reviewed through central compliance
management system.
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)

(Currency : Indian Rupees in lakhs)

42. 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.

As at March 31, 2024 As at March 31, 2023

Particulars
Within 12 months After 12 months Total Within 12 months After 12 months Total

I Assets
A. Financial assets
a) Cash and cash equivalents 25,765.04 - 25,765.04 11,865.55 - 11,865.55
b) Other Bank balances - - - 1,525.81 - 1,525.81
c) Derivative assets - - - 25.41 - 25.41
d) Loans 76,882.85 4,03,730.11 4,80,612.96 17,665.75 1,15,905.71 1,33,571.46
e) Investments - - - 19,514.26 - 19,514.26
f) Other financial assets 1,641.66 431.80 2,073.46 68.21 108.37 176.58
B. Non-financial assets
a) Current tax assets (net) - 973.21 973.21 - 346.81 346.81
c) Property, plant and equipment - 1,719.16 1,719.16 - 590.36 590.36
c) Right of use asset - 2,156.01 2,156.01 - 1,362.92 1,362.92
d) Intangible assets under development 98.46 - 98.46 60.55 - 60.55
e) Other intangible assets - 3,209.99 3,209.99 - 2,066.91 2,066.91
f) Other non-financial assets 858.24 135.85 994.09 423.21 9.34 432.55

Total Assets 1,05,246.25 4,12,356.14 5,17,602.38 51,148.75 1,20,390.42 1,71,539.17

II Liabilities
A. Financial liabilities
a) Trade payables 4,439.90 - 4,439.90 1,991.63 - 1,991.63
b) Debt securities 63,358.17 49,901.95 1,13,260.12 941.71 19,919.88 20,861.59
c) Borrowings (other than debt securities) 1,18,247.60 1,38,187.37 2,56,434.97 19,536.63 74,121.25 93,657.88
d) Lease liabilities 543.18 1,660.02 2,203.20 382.22 1,023.92 1,406.14
e) Other financial liabilities 15,380.48 - 15,380.48 4,982.07 - 4,982.07
B. Non-financial Liabilities x
a) Provisions 34.57 217.96 252.53 10.04 100.93 110.97
b) Other non-financial liabilities 391.92 - 391.92 264.67 - 264.67
Total Liabilities 2,02,395.82 1,89,967.30 3,92,363.12 28,108.97 95,165.98 1,23,274.95
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)
(Currency : Indian Rupees in lakhs)

43. Capital Management

The Company’s assessment of capital requirement is aligned to its planned growth which forms part of an annual operating plan which is approved by the Board and also a
long range strategy. The Company’s objectives when managing capital are to safeguard their ability to continue as a going concern, so that they can continue to provide
returns for shareholders and benefits for other stakeholders and maintain an optimal capital structure to reduce the cost of capital.These growth plans are aligned to
assessment of risks- which include credit, liquidity and interest rate.The Company monitors its capital adequacy ratio (CRAR) on a monthly basis through its assets liability
management committee (ALCO). Company has formulated an ICAAP document which tests the capital adequacy in stress scenarios. These include stress on loan portfolio,
operational risks, liquidity risk. The objective is to define capital planning and budgeting approval which shall demonstrate that the capital is commensurate with the risk
profile in normal and stressed scenarios.

43.1 Analytical Ratio

Reasons for
As at 31st March As at 31st March
Ratio Numerator Denominator % of variance Variance (if 25%
2024 2023
above)
Capital to risk weighted assets ratio (CRAR) 1,23,783.22 4,71,122.05 26.27% 32.43% -23% NA
Tier I CRAR 1,20,796.71 4,71,122.05 25.64% 31.83% -24% NA
Tier II CRAR 2,986.51 4,71,122.05 0.63% 0.60% 5% NA
Debt Equity Ratio 3,69,695.09 1,24,579.04 2.97 2.38 20% NA

44. 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 any transactions with struck off companies.
iii) The Company does not have any charges or satisfaction which is yet to be registered with Registrar of Companies 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 has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that
the Intermediary shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

vi) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in
writing or otherwise) that the Company shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
vii) The Company has not entered into any such transaction which is not recorded in the books of account 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 relevant provisions of the Income Tax Act, 1961.

viii) There are no unspent amounts in respect of ongoing projects, that are required to be transferred to a special account in compliance of provision of sub section (6) of
section 135 of Companies Act.
ix) In respect of other than ongoing projects, there are no unspent amounts that are required to be transferred to a fund specified in Schedule VII of the Companies Act (the
Act), in compliance with second proviso to sub section 5 of section 135 of the Act.
x) The Company has obtained various borrowings from banks/ FI on basis of security of current assets wherein the quarterly returns/ statements of current assets as filed
with banks/ FI are in agreement with the books. The company has used the borrowings from banks and financial institutions for the specific purpose for which it was
taken at the balance sheet date. The company is not declared as willful defaulter by any bank or financial Institution or other lender as at 31 March 2024.

xi) The Company is not having any immovable property in its name. Therefore, there is no such immovable property, title deed of which is not held in name of the
Company.
xii) The Company is not having any subsidiary. Therefore, the provisions of clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers)
Rules, 2017 in respect of Number of Layers is not applicable to the Company.
xiii) Thers is no such scheme of arrangements has been approved by the Competent Authority in terms of sections 230 to 237 of the Companies Act, 2013.

xiv) No loans were granted to promoters, directors, KMPs and the related parties (as defined under Companies Act, 2013), either severally or jointly with any other person
during the year.

45. Events after reporting date

There have been no major events which will cause changes to any numbers reported in the financial statements.
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)

(Currency : Indian Rupees in lakhs)

46. SEBI disclosures

46.1 Disclosures under Listing Agreement for Debt Securities

Disclosure under Regulation 53(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Debenture Trustees:
Catalyst Trusteeship Limited
GDA House, Plot No. 85, Bhusari Colony (Right), Paud Road, Pune – 411 038, Tel No.(020)66807200

Disclosure under Regulation 53(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Related Party transactions (Refer Note 37)

Particulars As at March 31, 2024 As at March 31, 2023

Loans and advances in the nature of loans to subsidiaries - -

Loans and advances in the nature of loans to associates - -
Loans and advances in the nature of loans to firms/companies in which directors are
Interested - -
Investments by the loanee in the shares of parent company and subsidiary company,
when the company has made a loan or advance in the nature of loan
- -

Disclosure under Regulation 54(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Asset cover
The secured non-convertible debentures issued by the company are fully secured by way of pari-passu charge in favour of debenture trustee on the Standard Assets/receivables,
investments and cash & cash equivalents to the extent required to maintain Asset Cover as per debenture trust deed of debenture outstanding except those receivables
exclusively charged against which refinance is availed or will be availed from government bodies.Further the Company has at all times, for the non-convertible debentures
issued, maintained asset cover as stated in the respective information memorandum which is sufficient to discharge the principal amount, interest accrued thereon and such
other sums as mentioned therein.

Large Corporate details for financial year 2023-24 as per the format provided by Stock Exchange(s) :
Company Financial Financial Outstanding Qualified Outstanding Qualified Highest Credit rating of the Incremental borrowing Borrowings by way of
Name From To Borrowings at the start Borrowings at the end Company (highest in case of done during the year issuance of debt
of the financial year of the financial year multiple ratings) (qualified borrowings) securities during the
(Rs. In Lakhs) (Rs. In Lakhs) ("AA”/“AA+”/"AAA") (Rs. In Lakhs) year (Rs. In Lakhs)

I
GFL I I I
######## ######## 1,02,294.10 1,83,551.72 AA 1,15,000.00 30,000.00
 Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)

46. SEBI disclosures (Continued)

46.4 Disclosure in compliance with Regulation 52(4) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 as amended, for the year ended March 31, 2024

Sr. No. Particulars As at March 31, 2024

1 1 2.97
Debt equity ratio (No.of Times)
2 Debt service coverage ratio Not Applicable
3 Interest service coverage ratio Not Applicable
4 Outstanding redeemable preference shares (quantity and value) Nil
5 Capital redemption reserve/debenture redemption reserve Nil
6 Net worth 2 (In Lakhs) 1,24,579.04
7 Net profit / (loss) after tax (In Lakhs) (2,920.57)
8 Earning per equity share (annualised):
(a) Basic (₹) (0.41)
(b) Diluted (₹) (0.41)
9 Current ratio 5 Not Applicable
10 Long term debt to working capital 5 Not Applicable
11 5 Not Applicable
Bad debts to account receivable ratio
12 Current 1iability ratio 5 Not Applicable
13 3 71.42%
Total debts to Total assets (%)
14 5 Not Applicable
Debtors turnover ratio
15 5 Not Applicable
Inventory turnover
16 5 Not Applicable
Operating margin
17 4 -7.34%
Net profit margin (%)
18 Gross Stage 3 Loans (In Lakhs) 979.79
19 Net Stage 3 Loans (In Lakhs) 491.64
20 Provision Coverage Ratio % ("PCR") 6 49.82%

Note:
1 Debt-equity ratio = (Debt securities + Borrowings (other than debt securities) + Subordinated liabilities) /
Net worth.
2 Net worth is calculated as defined in section 2(57) of Companies Act 2013.
3 Total debts to total assets = (Debt securities + Borrowings (other than debt securities) + Subordinated
liabilities) / Total assets.
4 Net profit margin = Net profit/(loss) after tax / Total income.
5 The Company is a Non-Banking Financial Company registered under the Reserve Bank of India
Act, 1934, hence these ratios are not applicable.
6 PCR= Impairment on Stage 3 loans /Gross Stage 3 Loans.
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)
(Currency : Indian Rupees in lakhs)

47. Regulatory disclosures - RBI

47.1 Schedule to the Balance Sheet of a NBFC as required in terms of Paragraph 31 of the Master Direction - Reserve Bank of India (Non-Banking
Financial Company - Scale based Regulation) Directions, 2023:
47.1.1 Schedule to the Balance Sheet
Particulars As at March 31, 2024 As at March 31, 2023
Amount Amount
Liabilities side Amount overdue Amount overdue
outstanding outstanding
1 Loans and advances availed by the non- banking financial
company inclusive of interest accrued thereon but not paid:
a) Debentures:
Secured 50,532.45 - 20,120.10 -
Unsecured - - - -
b) Deferred Credits - - - -
c) Term Loans 2,36,252.95 - 91,138.89 -
d) Inter-corporate loans and borrowing - - - -
e) Commercial Paper 62,727.67 - 741.49 -
f) Public Deposits - - - -
g) Other Loans (Loan repayable on demand from banks) 20,182.02 - 2,518.99 -

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 - - - -
b) In the form of partly secured debentures i.e. debentures where - - - -
there is a shortfall in the value of security
c) Other public deposits - - - -

Assets side Amount outstanding

3 Break-up of Loans and Advances including bills receivables [other than those included in (4) below]: As at March 31, As at March 31,
2024 2023
a) Secured 3,60,813.14 1,33,260.72
b) Unsecured 1,23,370.47 1,235.44
4 Break up of Leased Assets and stock on hire and other assets counting towards asset financing
activities
i) Lease assets including lease rentals under sundry debtors
a) Financial lease - -
b) Operating lease - -
ii) Stock on hire including hire charges under sundry debtors
a) Assets on hire - -
b) Repossessed Assets - -
iii) Other loans counting towards asset financing activities
a) Loans where assets have been repossessed - -
b) Loans other than (a) above - -
5 Break-up of Investments
Current Investments
Quoted
i) Shares
a) Equity - -
b) Preference - -
ii) Debentures and Bonds - -
iii) Units of mutual funds - 19,514.26
iv) Government Securities - -
v) Others - -
Unquoted
i) Shares
a) Equity - -
b) Preference - -
ii) Debentures and Bonds - -
iii) Units of mutual funds - -
iv) Government Securities - -
v) Others - -
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)
(Currency : Indian Rupees in lakhs)

47.1 Schedule to the Balance Sheet of a NBFC as required in terms of Paragraph 31 of the Master Direction - Reserve Bank of India (Non-Banking
Financial Company - Scale based Regulation) Directions, 2023 (Continued):

Assets side (Continued) Amount outstanding

As at March 31, As at March 31,
2024 2023
Long term Investments
Quoted
i) Shares
a) Equity - -
b) Preference - -
ii) Debentures and Bonds - -
iii) Units of mutual funds - -
iv) Government Securities - -
v) Others - -
Unquoted
i) Shares
a) Equity - -
b) Preference - -
ii) Debentures and Bonds - -
iii) Units of mutual funds - -
iv) Government Securities - -
v) Others - -

6 Borrower group-wise classification of assets financed as in (3) and (4) above:

Category Amount net of provisions
As at March 31, 2024
Secured Unsecured Total
Related Parties
a) Subsidiaries - - -
b) Companies in the same group - - -
c) Other related parties - - -
Other than related parties 3,59,358.13 1,21,254.83 4,80,612.96

Category Amount net of provisions

As at March 31, 2023
Secured Unsecured Total
Related Parties
a) Subsidiaries - - -
b) Companies in the same group - - -
c) Other related parties - - -
Other than related parties 1,32,362.33 1,209.13 1,33,571.46

7 Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted) :
As at March 31, 2024 As at March 31, 2023
Market Value / Market Value /
Category Book Value (Net Book Value (Net
Break up or fair Break up or fair
of Provisions) of Provisions)
value or NAV value or NAV

Related Parties
a) Subsidiaries - - - -
b) Companies in the same group - - - -
c) Other related parties - - - -
Other than related parties - - 19,514.26 19,499.03

8 Other information Amount

Particulars As at March 31, As at March 31,
2024 2023
i) Gross Non-Performing Assets
a) Related parties - -
b) Other than related parties 979.78 29.87
ii) Net Non-Performing Assets
a) Related parties - -
b) Other than related parties 491.63 14.37
iii) Assets acquired in satisfaction of debt - -
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)
(Currency : Indian Rupees in lakhs)
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)
(Currency : Indian Rupees in lakhs)
47. Regulatory disclosures - RBI (Continued)
47.2 Disclosure in notes to Financial statements as required under paragraph 2 (a) of RBI Notification No RBI/2019-20/170 DOR (NBFC).CC.PD.No.109/22.10.106/2019-
20 dated March 13, 2020

47.2.1 Comparison of provisions required under Income Recognition, Asset Classification and Provisioning (IRACP) and Impairment allowances made under Ind AS 109

As at March 31, 2024

Asset Classification Loss Allowances Difference between
Gross Carrying Amount (Provisions) as Provisions required Ind AS 109
Net Carrying Amount
As per Ind as per Ind AS required under Ind as per IRACP norms provisions and
As per RBI Norms AS 109 IRACP norms
AS 109
(1) (2) (3) (4) (5)= (3)-(4) (6) (7)= (4)-(6)
Performing Assets
Standard Stage-1 4,82,324.68 2,986.51 4,79,338.17 1,781.08 1,205.43
Stage-2 879.15 95.98 783.17 3.47 92.51
Sub total 4,83,203.83 3,082.49 4,80,121.34 1,784.55 1,297.94
Non Performing Assets (NPA)
Substandard Stage-3 979.78 488.16 491.63 93.68 394.48
Doubtful
up to 1 year Stage-3 - - - - -
1 to 3 Years Stage-3 - - - - -
More than 3 years Stage-3 - - - - -
Sub total for Doubtful - - - - -
Loss Stage-3 - - - - -
Subtotal for NPA 979.78 488.16 491.63 93.68 394.48
Other items such as guarantees, loan Stage-1 - - - - -
commitments, etc. which are in the scope Stage-2 - - - - -
of Ind AS 109 but not covered under Stage-3 - - - - -
current Income Recognition, Asset
Classification and Provisioning (IRACP)
norms
Subtotal - - - - -
Total Stage-1 4,82,324.68 2,986.51 4,79,338.17 1,781.08 1,205.43
Stage-2 879.15 95.98 783.17 3.47 92.51
Stage-3 979.78 488.16 491.63 93.68 394.48
Total 4,84,183.61 3,570.65 4,80,612.97 1,878.23 1,692.42

As at March 31, 2023

Asset Classification Loss Allowances Difference between
Gross Carrying Amount (Provisions) as Provisions required Ind AS 109
Net Carrying Amount
As per Ind as per Ind AS required under Ind as per IRACP norms provisions and
As per RBI Norms AS 109 IRACP norms
AS 109
(1) (2) (3) (4) (5)= (3)-(4) (6) (7)= (4)-(6)
Performing
Standard Stage-1 1,34,113.45 865.81 1,33,247.64 531.32 334.49
Stage-2 352.84 43.39 309.45 1.41 41.98
Sub total 1,34,466.29 909.20 1,33,557.09 532.73 376.47
Non Performing Assets (NPA)
Substandard Stage-3 29.87 15.50 14.37 2.99 12.51
Doubtful
up to 1 year Stage-3 - - - - -
1 to 3 Years Stage-3 - - - - -
More than 3 years Stage-3 - - - - -
Sub total for Doubtful - - - - -
Loss Stage-3 - - - - -
Subtotal for NPA 29.87 15.50 14.37 2.99 12.51
Other items such as guarantees, loan Stage-1 - - - - -
commitments, etc. which are in the scope Stage-2 - - - - -
of Ind AS 109 but not covered under Stage-3 - - - - -
current Income Recognition, Asset
Classification and Provisioning (IRACP)
norms
Subtotal - - - - -
Total Stage-1 1,34,113.45 865.81 1,33,247.64 531.32 334.49
Stage-2 352.84 43.39 309.45 1.41 41.98
Stage-3 29.87 15.50 14.37 2.99 12.51
Total 1,34,496.16 924.70 1,33,571.46 535.72 388.98

47.2.2 Company conducted sale of its business portfolio as per details provided at Note No. 47.3.6 as per Policy for Transfer of Loan Exposure approved by its Board of Directors.

47.2.3 There are no accounts which are past due beyond 90 days but not treated as impaired.
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)
(Currency : Indian Rupees in lakhs)
47. Regulatory disclosures - RBI (Continued)

47.3 Disclosure pursuant to RBI Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale based Regulation) Directions, 2023:
47.3.1 Capital to risk assets ratio (CRAR)
As at March 31,
Particulars
2024 2023
CRAR (%) 26.27% 32.43%
CRAR - Tier 1 capital (%) 25.64% 31.83%
CRAR - Tier 2 Capital (%) 0.63% 0.60%
Amount of Subordinated debt raised as Tier II capital - -
Amount raised by issue of perpetual debt instruments - -

47.3.2 Investments
As at March 31,
Particulars
2024 2023

I) Value of Investment

(i) Gross value of investments*

(a) In India - 19,514.26
(b) Outside India - -

(ii) Provisions for depreciation

(a) In India - -
(b) Outside India - -

(iii) Net value of investments

(a) In India - 19,514.26
(b) Outside India - -

II) Movement of provisions held towards depreciation on investments.

Opening balance - -
Add : Provisions made during the year - -
Less : Write-off / written-back of excess provisions during the year - -
Closing balance - -

*(Includes Mark to Market gain of Rs. Nil (Previous Year: 15.24 Lakhs).

47.3.3 Derivatives
a) Forward rate agreement / interest rate swap
As at March 31,
Particulars
2024 2023
i) The notional principal of swap agreements - -
ii) Losses which would be incurred if counterparties failed to fulfil their obligations under the agreements - -
iii) Collateral required by the NBFC upon entering into swaps - -
iv) Concentration of credit risk arising from the swaps $ - -
v) The fair value of the swap book @ - -
$
Examples of concentration could be exposures to particular industries or swaps with highly geared companies.
@
If the swaps are linked to specific assets, liabilities, or commitments, the fair value would be the estimated amount that the NBFC would receive or pay to terminate
the swap agreements as on the balance sheet date.

b) Exchange traded interest rate (IR) derivatives

As at March 31,
Particulars
2024 2023
i) Notional principal amount of exchange traded IR derivatives undertaken during the year - -
ii) Notional principal amount of exchange traded IR derivatives outstanding - -
iii) Notional principal amount of exchange traded IR derivatives outstanding and not "highly effective" - -
iv) Mark-to-market value of exchange traded IR derivatives outstanding and not "highly effective" - -

c) Disclosures on risk exposure in derivatives

Qualitative disclosure
The Company uses derivative financial instruments to hedge its foreign currency risk and interest rate risk exposures.The derivatives are measured to their fair value at
the balance sheet date. The resulting gain/loss is recognised in the statement of profit and loss immediately unless the derivative is designated and is effective as a
hedging instrument, in which event the timing of the recognition in the statement of profit and loss depends on the nature of the hedge relationship.
The Company enters into derivative financial instruments such as foreign exchange forward contracts to manage its exposure to foreign exchange rate risk and are
measured at fair value through profit or loss.
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)
(Currency : Indian Rupees in lakhs)
47. Regulatory disclosures - RBI (Continued)
Quantitative disclosure
As at March 31, 2024 As at March 31, 2023
Particulars Currency Derivatives Interest Rate Currency Derivatives Interest Rate
Derivatives Derivatives
Derivatives (notional principal amount) - - - -
For Hedging
Marked to market positions - - - -
Assets (+) - - 25.41 -
Liability (-) - - - -
Credit exposure - - - -
Unhedged exposures - - - -

47.3.4 Disclosure pursuant to RBI Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale based Regulation) Directions, 2023: pertaining to credit
default swaps:

As at March 31, As at March 31,

Particulars
2024 2023
No. of transactions during the year - -
Amount of protection bought during the year - -
No. of transactions where credit event payment was received during the year
a) pertaining to current year's transactions - -
b) pertaining to previous year(s)' transactions - -
Outstanding transactions as on March 31st
a) No. of Transactions - -
b) Amount of protection - -
Net income / profit (expenditure / loss) in respect of CDS transactions during year-to-date
a) premium paid - -
b) Credit event payments received (net of value of deliverable obligation). - -

47.3.5 Disclosure pursuant to RBI Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale based Regulation) Directions, 2023:
pertaining to data regarding pledged securities:

The Company has not given any loans against securities.

Name of the Lender NBFC N/A
PAN N/A
Date of Reporting N/A
Share-holding Information N/A
Name of Type of Borrower
No of shares held PAN of the
the ISIN (Promoter/ Non- Name of the borrower
against loans Borrower
Company promoter)
N/A N/A N/A N/A N/A N/A

47.3.6 Disclosures pursuant to RBI Notification - RBl/DOR/2021-22/86 DOR.STR.REC.51/21.04.048/2021-22 dated September 24, 2021.
a) Details of loans acquired through assignment in respect of loans not in default during the year ended:
As at March 31,
Particulars
2024 2023
i) Entity NBFCs NBFCs
ii) Count of loan accounts assigned (in numbers) 1522 962
iii) Amount of loan account assigned (in lakhs) 5,361.93 12,063.60
iv) Retention of beneficial economic interest (MRR)** 10.00% 10.00%
v)Weighted average maturity (residual maturity in months) 21.61 144.51
vi) Weighted average holding period (in months) 12.23 16.54
vii) Coverage of tangible security 0.00% 100.00%
viii) Rating-wise distribution of rated loans N/A N/A
**Retained by the originator
b) Details of loans transferred through assignment in respect of loans not in default during the year ended March 31, 2024 (Previous Year: Nil).
Particulars Transferred
Entity Bank
Count of loan accounts assigned (in numbers) 401
Amount of loan account assigned (in lakhs) 6,815.21
Retention of beneficial economic interest (MRR)** 10.00%
Weighted average maturity (residual maturity in months) 25.33
Weighted average holding period (in months) 7.87
Coverage of tangible security 0.00%
Rating-wise distribution of rated loans N/A
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)
(Currency : Indian Rupees in lakhs)
47. Regulatory disclosures - RBI (Continued)
**Retained by the originator
c) The Company has not transferred/acquired any stressed loans during the year ended March 31, 2024 (Previous Year: Nil).
d) The Company has not transferred/acquired through novation and loan participation during the year ended March 31, 2024 (Previous Year: Nil).

47.3.7 Disclosures pursuant to RBI Notification - RBl/DOR/2021-22/85 DOR.STR.REC.53/21.04.177/2021-22 dated September 24, 2021.
No securitization has been done by the company during the year (Previous Year: Nil).
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)
(Currency : Indian Rupees in lakhs)
47. Regulatory disclosures - RBI (Continued)

47.3.8 Asset liability management

a) Maturity pattern of certain items of assets and liabilities As at March 31, 2024
Liabilities
Particulars Foreign Currency
Deposits Borrowings from Banks Market Borrowings
Liabilities

1 day to 7 days - - - -
8 days to 14 days - - - -
15 days to 30/31 days - 12,440.00 - -
Over One month up to 2 months - 13,815.00 10,318.50 -
Over 2 months up to 3 months - 22,426.07 29,383.42 -
Over 3 months up to 6 months - 20,804.89 - -
Over 6 months up to 1 year - 48,872.15 23,615.25 -
Over 1 year up to 3 years - 89,655.26 49,942.95 -
Over 3 years up to 5 years - 45,676.98 - -
Over 5 years - 2,744.62 - -
Total - 2,56,434.97 1,13,260.12 -

Assets
Particulars Foreign Currency
Advances Investments
Assets

1 day to 7 days 7,092.18 - -

8 days to 14 days 641.71 - -
15 days to 30/31 days 1,568.17 - -
Over One month to 2 months 6,666.17 - -
Over 2 months up to 3 months 6,315.20 - -
Over 3 months up to 6 months 19,119.49 - -
Over 6 months up to 1 year 36,587.55 - -
Over 1 year up to 3 years 70,286.14 - -
Over 3 years up to 5 years 1,28,930.77 - -
Over 5 years 2,03,405.58 - -
Total 4,80,612.96 - -

b) Maturity pattern of certain items of assets and liabilities As at March 31, 2023
Liabilities
Particulars Foreign Currency
Deposits Borrowings from Banks Market Borrowings
Liabilities

1 day to 7 days - 4,341.43 - -

8 days to 14 days - - - -
15 days to 30/31 days - - - -
Over One month up to 2 months - - - -
Over 2 months up to 3 months - 5,263.16 - -
Over 3 months up to 6 months - 3,388.16 - -
Over 6 months up to 1 year - 6,626.32 974.28 -
Over 1 year up to 3 years - 35,905.26 - -
Over 3 years up to 5 years - 31,267.11 19,887.31 -
Over 5 years - 6,866.46 - -
Total - 93,657.88 20,861.59 -

Assets
Particulars Foreign Currency
Advances Investments
Assets

1 day to 7 days 1,131.70 19,514.26 -

8 days to 14 days - - -
15 days to 30/31 days 1,200.92 - -
Over One month to 2 months 1,532.55 - -
Over 2 months up to 3 months 1,538.61 - -
Over 3 months up to 6 months 4,439.54 - -
Over 6 months up to 1 year 8,327.88 - -
Over 1 year up to 3 years 15,722.50 - -
Over 3 years up to 5 years 14,012.28 - -
Over 5 years 86,590.18 - -
Total 1,33,571.46 19,514.26 -
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)
(Currency : Indian Rupees in lakhs)
47. Regulatory disclosures - RBI (Continued)

47.3.9 Exposure
i) Exposure to real estate sector
As at March 31,
Category
2024 2023
a) Direct exposure
Residential mortgages -
Lending fully secured by mortgages on residential property that is or will be occupied by the borrower or that is rented. 2,32,039.31 90,491.91
Exposure would also include non-fund based (NFB) limits.

Commercial real estate -

Lending secured by mortgages on commercial real estates (office buildings, retail space, multipurpose commercial 98,122.43 26,113.85
premises, multi-family residential buildings, multi-tenanted commercial premises, industrial or warehouse space,
hotels, land acquisition, development and construction, etc.). Exposure includes non-fund based (NFB) limits.

Investments in mortgage backed securities (MBS) and other securitised exposures -

- Residential - -
- Commercial Real Estate - -

b) Indirect exposure
Fund based and non-fund-based exposures on National Housing Bank and Housing Finance Companies. - -
Total exposure to Real Estate Sector 3,30,161.74 1,16,605.76

47.3.9 Exposure (Continued)

ii) Exposure to Capital Market
As at March 31,
Particulars
2024 2023
a) Direct investment in equity shares, convertible bonds, convertible debentures and units of equity-oriented mutual funds - -
the corpus of which is not exclusively invested in corporate debt
b) Advances against shares / bonds / debentures or other securities or on clean basis to individuals for investment in shares - -
(including IPOs / ESOPs), convertible bonds, convertible debentures, and units of equity-oriented mutual funds

c) Advances for any other purposes where shares or convertible bonds or convertible debentures or units of equity - -
oriented mutual funds are taken as primary security
d) Advances for any other purposes to the extent secured by the collateral security of shares or convertible bonds or - -
convertible debentures or units of equity oriented mutual funds i.e. where the primary security other than shares /
convertible bonds / convertible debentures / units of equity oriented mutual funds 'does not fully cover the advances

e) Secured and unsecured advances to stockbrokers and guarantees issued on behalf of stockbrokers and market makers - -

f) Loans sanctioned to corporates against the security of shares / bonds / debentures or other securities or on clean basis - -
for meeting promoter's contribution to the equity of new companies in anticipation of raising resources
g) Bridge loans to companies against expected equity flows / issues - -
h) All exposures to Venture Capital Funds (both registered and unregistered)
h) Underwriting commitments taken up by the NBFCs in respect of primary issue of shares or convertible bonds or - -
convertible debentures or units of equity oriented mutual funds
i) Financing to stockbrokers for margin trading - -
h) All exposures to Alternative Investment Funds: - -
(i) Category I
(ii) Category II
(iii) Category III

Total exposure to Capital Market - -

47.3.10 Details of financing of parent company products:

No parent company products were financed during the year (Previous Year: Nil).

47.3.11 Details of Single Borrower Limit (SGL)/ Group Borrower Limit (GBL) exceeded by the Company:
The Company has not exceeded prudential exposure limit stipulated by RBI prudential norms applicable to NBFC as on reporting date (Previous Year: Nil).

47.3.12 Unsecured advances

The Company has unsecured advances of Rs.1,23,370.46 lakhs As at March 31, 2024 (Previous Year: Rs.1,235.44 lakhs). The Company has not granted any advances against
intangible collateral.

47.3.13 Exposure to group companies engaged in real estate business

Description As at March 31, 2024 As at March 31, 2023
Amount I % of Owned Fund Amount I % of Owned Fund
i) Exposure to any single entity in a group engaged in real estate business -
I - -
I -
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)
(Currency : Indian Rupees in lakhs)
47. Regulatory disclosures - RBI (Continued)
ii) Exposure to all entities in a group engaged in real estate business - - - -
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)
(Currency : Indian Rupees in lakhs)
47. Regulatory disclosures - RBI (Continued)

47.3.14 Registration obtained from other financial sector regulators

The Company is registered with following regulators effective As at March 31, 2024 :
Regulator Registration No.
i) Ministry of Company Affairs U67120MH1992PLC065457
ii) Reserve Bank of India 13.00368
iii) Legal Entity Identifier 3358005CV1EXBUW5X978
iv) Insurance Regulatory Development Authority of CA0873
India (IRDAI)

47.3.15 Disclosure of penalties imposed by RBI and other regulators

There were no penalties imposed on the Company by RBI or any other regulator during the year (Previous Year: Nil).

47.3.16 Related Party Transactions

Details of all material transactions with related parties are disclosed in Note 37 to Financial Statements.

47.3.17 Group Structure

Ultimate Holding Company Godrej Industries Limited (w.e.f 24 August, 2021)
Holding Company Godrej Capital Limited (w.e.f 24 August, 2021)
Subsidiaries of Holding Company Godrej Housing Finance Limited

Godrej Industries
Limited

Godrej Capital
Limited

~ 89.48 %
I
.--------------1
I I
L - - - - - - . . - , 1

Godrej Housing Godrej Finance

Finance Limited Limited

-l~ 100.00 % '--------------

100.00 %

47.3.18 Rating assigned by credit rating agencies

Migration in Ratings As at March 31,
Instruments Credit Rating Agency
During the year 2024 2023
Bank Borrowings CRISIL Ltd. CRISIL AA/Stable CRISIL AA/Stable
Commercial Paper ICRA Ltd. ICRA A1+ ICRA A1+/Stable
NO
Commercial Paper CRISIL Ltd. CRISIL A1+ CRISIL A1+/Stable
Non Convertible Debentures ICRISIL Ltd. I CRISIL AA/Stable CRISIL AA/Stable

47.3.19 Remuneration of Directors

Details of all pecuniary transactions with Non-Executive Independent Directors
As at March 31,
Particulars
2024 2023
Directors sitting fees and Commission paid to
Anisha Motwani 27.00 7.50
Hemant Ratnakar Adarkar 14.00 6.50
There are no other pecuniary transactions with Non-executive Directors during the year (Previous Year: Nil).

47.3.20 Management Discussion and Analysis

Refer to the Management Discussion and Analysis report which is part of Director Report for relevant Disclosure.

47.3.21 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. The accounting policies regarding key areas of operations are disclosed in note 1 & 2 to the
Financial Statement for the year ended March 31, 2024.

47.3.22 Revenue Recognition

There have been no instances in which revenue recognition has been postponed pending the resolution of significant uncertainties. (Previous Year: Nil)
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)
(Currency : Indian Rupees in lakhs)
47. Regulatory disclosures - RBI (Continued)
47.3.23 Consolidated Financial Statements (CFS)
The Company does not have any Subsidiary/Joint Venture/Associates As at March 31, 2024.
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)
(Currency : Indian Rupees in lakhs)
47. Regulatory disclosures - RBI (Continued)

47.3.24 Provisions and contingencies

Breakup of provisions and contingencies shown under the head expenditure in the Statement of Profit and loss :
Particulars Year Ended March 31,
2024 2023
i) Provision made for depreciation on investment - -
ii) Provision made towards non performing assets 488.16 15.50
iii) Provision made towards income tax - -
iv) Provision made for gratuity 123.61 25.03
v) Provision made for leave encashment 35.51 6.49
vi) Provision made for standard assets: * 2,209.43 873.06
* This includes provision towards Stage 1 & Stage 2 assets.

47.3.25 Break up of Loan & Advances and Provisions thereon

Particulars As at March 31, 2024 As at March 31, 2023

Term loan Term loan
i) Standard Assets
Total Outstanding Amount 4,83,203.83 1,34,466.29
Provisions made (3,082.49) (909.20)

ii) Sub-Standard Assets

Total Outstanding Amount 979.78 29.87
Provisions made (488.16) (15.50)

iii) Doubtful Assets – Category-I

Total Outstanding Amount - -
Provisions made - -

iv) Doubtful Assets – Category-II

Total Outstanding Amount - -
Provisions made - -

v) Doubtful Assets – Category-III

Total Outstanding Amount - -
Provisions made - -

vi) Loss Assets

Total Outstanding Amount - -
Provisions made - -

vii) Total
Total Outstanding Amount 4,84,183.61 1,34,496.16
Provisions made (3,570.64) (924.70)

47.3.26 Draw down from reserves

No drawdown from the reserves during the year. (Previous Year: Nil)

47.3.27 Concentration of deposits, advances, exposures and NPA assets

As at March 31,
Particulars
2024 2023
i) Concentration of public deposits
Total deposits of twenty largest depositors N.A N.A
Percentage of deposits of twenty largest depositors to total deposits of the deposit taking NBFC N.A N.A
ii) Concentration of Loans & Advances
Total loans & advances to twenty largest borrowers 70,415.72 23,349.26
Percentage of loans & advances to twenty largest borrowers to Total Advances of the NBFC 15.53% 19.66%
iii) Concentration of all Exposure (including off-balance sheet exposure)
Total Exposures to twenty largest borrowers / Customers 72,962.66 26,580.02
Percentage of Exposures to twenty largest borrowers / Customers to Total Exposure of the NBFC on borrowers / 12.91% 19.20%
Customers

iv) Concentration of NPAs

Total Exposures to top four NPA accounts 343.80 29.87

47.3.27 Concentration of deposits, advances, exposures and NPA assets (Continued)

v) Sector-wise NPAs
Percentage of NPAs to Total Advances in
Sr No Sectors that sector
As at March 31,
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)
(Currency : Indian Rupees in lakhs)
Sr No Sectors
47. Regulatory disclosures - RBI (Continued)
2024 2023
1 Agriculture & allied activities - -
2 MSME 0.06% -
3 Corporate borrowers - -
4 Services - -
5 Unsecured personal loans - -
6 Auto loans - -
7 Other personal loans - 0.05%
8 Other loans for business 0.11% -
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)
(Currency : Indian Rupees in lakhs)
47. Regulatory disclosures - RBI (Continued)
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)
(Currency : Indian Rupees in lakhs)
47. Regulatory disclosures - RBI (Continued)

47.3.28 Movement in non-performing assets (NPAs)

As at March 31,
Particulars
2024 2023
(i) Net NPAs to net advances (%) 0.10% 0.01%

(ii) Movement of NPAs (Gross)

(a) Opening balance 29.87 -
(b) Additions during the year 1,058.68 29.87
(c) Reductions during the year (108.77) -
(d) Closing balance 979.78 29.87
(iii) Movement of NPAs (Net)
(a) Opening balance 14.37 -
(b) Additions during the year 512.45 14.37
(c) Reductions during the year (35.19) -
(d) Closing balance 491.63 14.37
(iv) Movement of provisions for NPAs (excluding provision on standard assets)
(a) Opening Balance 15.50 -
(b) Provisions made during the year 546.24 15.50
(c) Write off/write back of excess provision (73.58) -
(d) Closing balance 488.16 15.50

47.3.29 Overseas Assets

The Company does not own any overseas assets As at March 31, 2024 (Previous Year: Nil).

47.3.30 Off-balance Sheet SPVs sponsored

As at March 31,
Particulars
2024 2023
Name of the SPV sponsored NA NA
Domestic Nil Nil
Overseas Nil Nil

47.3.31 Details of customers complaints

As at March 31,
Particulars
2024 2023
i) No. of complaints pending at the beginning of the year Nil Nil
ii) No. of complaints received during the year 7 1
iii) No. of complaints redressed during the year 7 1
iv) No. of complaints pending at the end of the year Nil Nil

47.3.32 Disclosure of frauds as per Master Direction - Monitoring of Frauds in NBFCs (Reserve Bank) Directions, 2016
There were no cases as fraud reported to RBI during the financial year ended March 31, 2024 (Previous Year: Nil)
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)
(Currency : Indian Rupees in lakhs)

47. Regulatory disclosures - RBI (Continued)

47.4 Disclosure on liquidity risk under RBI Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale based Regulation)
Directions, 2023:

i) Funding Concentration based on significant counterparty (both deposits and borrowings)

As at As at
Particulars
March 31, 2024 March 31, 2023
No. of Significant Counterparties 21 8
Amount 3,69,695.09 1,14,519.47
Percentage of funding concentration to total deposits - -
Percentage of funding concentration to total liabilities 94.22% 92.85%

ii) Top 20 large deposits

Since the Company is registered as a Non-Deposit taking Non- Banking Financial Company, this is not applicable.

iii) Top 10 Borrowings

As at As at
Particulars
March 31, 2024 March 31, 2023
Total amount of top 10 borrowings 3,00,326.04 1,14,519.47
Percentage of amount of top 10 borrowings to total borrowings 81.24% 100.00%

iv) Funding concentration based on significant instrument / product:

As at As at
March 31, 2024 March 31, 2023
Particulars
% of Total % of Total
₹ in lakh ₹ in lakh
liabilities liabilities
a) Term Loans 2,36,252.95 60.21% 91,138.89 73.93%
b) Working Capital Bank Lines 20,182.02 5.14% 2,518.99 2.04%
c) Non-Convertible Debentures 50,532.45 12.88% 20,120.10 16.31%
d) Commercial Papers 62,727.67 15.99% 741.49 0.60%
e) Any other - - - -

v) Stock Ratios:
As at As at
Particulars
March 31, 2024 March 31, 2023
a) Commercial Papers to Total Liabilities 28.87% 0.60%
b) Commercial Papers to Total Assets 21.88% 0.43%
c) Commercial Papers to Public funds 30.64% 0.65%

d) NCD (Original Maturity < 1year) to Total Liabilities N.A N.A

e) NCD (Original Maturity < 1year) to Total Assets N.A N.A
f) NCD (Original Maturity < 1year) to Public funds N.A N.A

g) Other Short Term Liabilities to Total Liabilities ## 5.19% 5.96%

h) Other Short Term Liabilities to Total Assets ## 3.93% 4.29%
i) Other Short Term Liabilities to Public funds ## 5.51% 6.42%

j) Borrowing from Bank(Short term Borrowings) to Total Liabilities 18.73% 9.31%

k) Borrowing from Bank(Short term Borrowings) to Total Assets 14.20% 6.69%
l) Borrowing from Bank(Short term Borrowings) to Public funds 19.88% 10.03%
## Other short term liabilities include all the financial liabilities as per IndAS maturing within next 12 months other than Debt securities and Borrowings
(other than debt securities).

vi) Institutional set-up for liquidity risk management:

Asset Liability Management Committee (ALCO) supervises liquidity risk management. Meetings of ALCO are held periodically.

Notes:
1. A “Significant counterparty” is defined as a single counterparty or group of connected or affiliated counterparties accounting in aggregate for more than 1%
of the total liabilities.
2. Total Liabilities has been computed as sum of all liabilities (Balance Sheet figure) less Equities and Reserves.
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)
(Currency : Indian Rupees in lakhs)
47. Regulatory disclosures - RBI (Continued)
47.5 Disclosures in Financial Statements - As per the Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale based
Regulation) Directions, 2023:
47.5.1.a Exposure to real estate sector
Refer Note. 47.3.9
47.5.1.b Exposure to capital market
Refer Note. 47.3.9
47.5.1.c Intra-group exposures
Nil
47.5.1.d Unhedged foreign currency exposure
Nil
47.5.1.e Sectoral exposure
As at March 31, 2024 As at March 31, 2023
Total Gross NPAs Percentage of Total Gross NPAs Percentage of
Exposure Gross NPAs to Exposure Gross NPAs to
(includes on total exposure (includes on total exposure
Sectors
balance sheet in that sector balance sheet in that sector
and off-balance and off-balance
sheet exposure) sheet exposure)

1. Agriculture and Allied Activities 2,336.62 - 0.00% 113.67 - 0.00%

2. Industry (2.1 to 2.4) 1,12,520.23 399.39 0.35% 18,588.80 - 0.00%
2.1 Textiles 29,284.86 48.61 0.17% 4,854.34 - 0.00%
2.2 Others 83,235.37 350.78 0.42% 13,734.46 - 0.00%
3. Services (3.1 to 3.7) 2,66,336.55 115.53 0.04% 59,630.71 - 0.00%
3.1 Professional Services 98,259.20 - 0.00% 16,659.13 - 0.00%
3.2 Trade 88,253.92 115.53 0.13% 24,355.84 - 0.00%
3.3 Other Services 79,823.43 - 0.00% 18,615.74 - 0.00%
4. Personal Loans 16,327.44 - 0.00% - - 0.00%
5.Retail Loans 69,143.77 44.98 0.07% 73,865.90 29.87 0.04%
6.Other Non-food Credit, if any 98,323.22 419.89 0.43% - - 0.00%
Total 5,64,987.83 979.79 1,52,199.08 29.87
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)
(Currency : Indian Rupees in lakhs)
47. Regulatory disclosures - RBI (Continued)
47.5 Disclosures in Financial Statements - As per the Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale based Regulation) Directions, 2023:
47.5.2 Related Party Disclosure

Parent (as per Relatives of Key

Related Party Subsidiaries Associates/ Joint ventures Key Management@ Others* Total
ownership or control) Management Personnel@

As at March As at March As at March As at March As at March As at March As at March As at March As at March As at March As at March As at March As at March As at March
Items
31, 2024 31, 2023 31, 2024 31, 2023 31, 2024 31, 2023 31, 2024 31, 2023 31, 2024 31, 2023 31, 2024 31, 2023 31, 2024 31, 2023
#
Borrowings - - - - - - - - - - - - - -
Deposits# - - - - - - - - - - - - - -
Placement of deposits# - - - - - - - - - - - - - -
#
Advances - - - - - - - - - - - - - -
Investments# - - - - - - - - - - - - - -
Purchase of
fixed/other assets - - - - - - - - - - - - - -
Sale of fixed/other
assets - - - - - - - - - - - - - -
Interest paid - - - - - - - - - - - - - -
Interest received - - - - - - - - - - - - - -
Others* - - - - - - - - - - - - - -
Issue of equity shares 79,966.33 47,500.00 - - - - - - - - - - 79,966.33 47,500.00
Expenses/ Reimbursement Paid To 83.60 17.18 - - - - - - - - 979.14 746.89 1,062.74 764.07
Expenses/ Reimbursement Recovered From 67.47 62.30 - - - - - - - - 49.02 961.61 116.49 1,023.91
Purchase of Goods - - - - - - - - - - 662.08 - 662.08 -
Security deposits paid - - - - - - - - - - 104.90 - 104.90 -
Remuneration to Key Management Personnel - - - - - - 468.77 386.51 - - - - 468.77 386.51

@
Disclosures for directors and relatives of directors should be made separately in separate columns from other KMPs and relatives of other KMPs.
#
The outstanding at the year end and the maximum during the year are to be disclosed
* Specify item if total for the item is more than 5 per cent of total related party transactions. Related parties would include trusts and other bodies in which the NBFC can directly or indirectly (through its related parties) exert control or significant influence.
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)
(Currency : Indian Rupees in lakhs)
47. Regulatory disclosures - RBI (Continued)
47.5 Disclosures in Financial Statements - As per the Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale based Regulation) Directions, 2023:
47.5.2 Related Party Disclosure

Parent (as per Relatives of Key

Related Party Subsidiaries Associates/ Joint ventures Key Management@ Others* Total
ownership or control) Management Personnel@

As at March As at March As at March As at March As at March As at March As at March As at March As at March As at March As at March As at March As at March As at March
Items
31, 2024 31, 2023 31, 2024 31, 2023 31, 2024 31, 2023 31, 2024 31, 2023 31, 2024 31, 2023 31, 2024 31, 2023 31, 2024 31, 2023
#
Borrowings - - - - - - - - - - - - - -
Deposits# - - - - - - - - - - - - - -
Placement of deposits# - - - - - - - - - - - - - -
Advances# - - - - - - - - - - - - - -
Investments# - - - - - - - - - - - - - -
Purchase of
fixed/other assets - - - - - - - - - - - - - -
Sale of fixed/other
assets - - - - - - - - - - - - - -
Interest paid - - - - - - - - - - - - - -
Interest received - - - - - - - - - - - - - -
Others* - - - - - - - - - - - - - -
Issue of equity shares 79,966.33 47,500.00 - - - - - - - - - - 79,966.33 47,500.00
Expenses/ Reimbursement Paid To 83.60 17.18 - - - - - - - - 979.14 746.89 1,062.74 764.07
Expenses/ Reimbursement Recovered From 67.47 62.30 - - - - - - - - 49.02 961.61 116.49 1,023.91
Purchase of Goods - - - - - - - - - - 662.08 - 662.08 -
Security deposits paid - - - - - - - - - - 104.90 - 104.90 -
Remuneration to Key Management Personnel - - - - - - 468.77 386.51 - - - - 468.77 386.51

@
Disclosures for directors and relatives of directors should be made separately in separate columns from other KMPs and relatives of other KMPs.
#
The outstanding at the year end and the maximum during the year are to be disclosed
* Specify item if total for the item is more than 5 per cent of total related party transactions. Related parties would include trusts and other bodies in which the NBFC can directly or indirectly (through its related parties) exert control or significant influence.
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)
(Currency : Indian Rupees in lakhs)

1. Related party, in the context of the aforementioned disclosure, shall include all related parties as per the applicable accounting standards. Further, related party shall also include following related parties defined under Section 2(76) of the Companies Act, 2013.
i. a director or his relative;
ii. a key managerial personnel or his relative;
iii. a firm, in which a director, manager or his relative is a partner;
iv. a private company in which a director or manager or his relative is a member or director;

v. a public company in which a director or manager is a director or holds along with his relatives, more than two per cent. of its paid-up share capital;
vi. any body corporate whose Board of Directors, managing director or manager is accustomed to act in accordance with the advice, directions or instructions of a director or manager;
vii. any person on whose advice, directions or instructions a director or manager is accustomed to act:
Provided that nothing in clauses (vi) and (vii) shall apply to the advice, directions or instructions given in a professional capacity;
2. At a minimum, Key Management Personal (KMPs) shall include following key managerial personnel as per section 2(51) of the Companies Act, 2013.
i. the Chief Executive Officer or the managing director or the manager
ii. the company secretary
iii. the whole-time director
iv. the Chief Financial Officer
v. such other officer, not more than one level below the Directors who is in whole-time employment, designated as key managerial personnel by the Board; and
vi. such other officer as may be prescribed
3. Relatives of KMPs at the minimum, shall include following relatives as defined under section 2(77) of the Companies Act, 2013 and Rule 4 of the Companies (Specification of definitions details) Rules, 2014.
(i) they are members of a Hindu Undivided Family;
(ii) they are husband and wife; or
(iii) one person is related to the other in such manner as may be prescribed;
A person shall be deemed to be the relative of another, if he or she is related to another in the following manner, namely:-
(1) Father; Provided that the term “Father” includes step-father.
(2) Mother: Provided that the term “Mother” includes the step-mother.
(3) Son: Provided that the term “Son” includes the step-son.
(4) Son’s wife.
(5) Daughter.
(6) Daughter’s husband.
(7) Brother: Provided that the term “Brother” includes the step-brother;
(8) Sister: Provided that the term “Sister” includes the step-sister.
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)
(Currency : Indian Rupees in lakhs)
47. Regulatory disclosures - RBI (Continued)
47.5 Disclosures in Financial Statements - As per the Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale based Regulation) Directions,
2023:
47.5.3 Disclosure of complaints
1) Summary information on complaints received by the NBFCs from customers and from the Offices of Ombudsman
Sr. As at As at
Particulars
No March 31, 2024 March 31, 2023
Complaints received by the NBFC from its customers
1. Number of complaints pending at beginning of the year - -
2. Number of complaints received during the year 7 1
3. Number of complaints disposed during the year 7 1
3.1 Of which, number of complaints rejected by the NBFC - -
4. Number of complaints pending at the end of the year - -
Maintainable complaints received by the NBFC from Office of Ombudsman

Sr. As at As at
Particulars
No March 31, 2024 March 31, 2023
5. Number of maintainable complaints received by the NBFC from Office of Ombudsman 3 1
5.1. Of 5, number of complaints resolved in favour of the NBFC by Office of Ombudsman 3 1
Of 5, number of complaints resolved through conciliation/mediation/advisories issued by Office of
5.2
Ombudsman - -
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) - -
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)
(Currency : Indian Rupees in lakhs)
2) Top five grounds of complaints received by the NBFCs from customers
% increase/
Number of decrease in the Number of Of 5, number
Number of
complaints pending number of complaints of complaints
Grounds of complaints, (i.e. complaints relating to) complaints received
at the beginning of complaints pending at the pending
during the year
the year received over the end of the year beyond 30 days
previous year
1 2 3 4 5 6
As at March 31, 2024
Mis-Selling - 0 (100%) - -
Staff behaviour - 5 500% - -
Loans and advances - 1 100% - -
Others - 1 100% - -
Total - 7 600% - -
As at March 31, 2023
Mis-Selling - 1 100% - -
Staff behaviour - 0 - - -
Loans and advances - 0 - - -
Others - 0 - - -
Total - 1 100% - -
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)

(Currency : Indian Rupees in lakhs)

47. Regulatory disclosures - RBI (Continued)
47.5 Disclosures in Financial Statements - As per the Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale based Regulation) Directions, 2023:
47.5.4 A) Corporate governance
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Paragraph C of Schedule V - Annual Report) as amended from time to time, specifies disclosures to be made in the
section on the corporate governance of the Annual Report. With respect to the corporate governance report, non-listed NBFCs should also endeavor to make full disclosure in accordance with the requirement of SEBI (LODR)
Regulation, 2015. Non-listed NBFCs at the minimum should disclose following under the corporate governance section of the annual report.

1) Composition of the Board

Capacity (i.e.Executive/ Non-

Number of Board Meetings No. of other Remuneration No. of shares held in and
Executive/ Chairman/
Sl. No Name of Director Director since DIN Director convertible instruments
Promoter nominee/
ships held in the NBFC
Independent) Salary and other
Held Attended Sitting Fee Commission
compensation
Non – Executive Director & 14 (incl. this 1 (Nominee of Godrej
1 Mr. Pirojsha Godrej 25-08-2021 00432983 4 4 - - -
Chairperson company) Capital Limited)
For FY 2022-
5 (incl. this 23: Rs. 0.50
2 Mr. Hemant Adarkar 27-10-2022 Independent Director 03127893 4 4 - 14 Lakhs -
company) Lakhs (paid in
FY 2023-24)
For FY 2022-
23: Rs. 0.50
Lakhs (paid in
FY 2023-24)
10 (incl this
3 Ms. Anisha Motwani 09-01-2023 Independent Director 06943493 4 4 - 22 Lakhs For FY 2023- -
company)
24: Rs. 5
Lakhs* (to be
paid in FY
2024-25)
4 (incl. this
4 Mr. Manish Shah 25-08-2021 Non – Executive Director 06422627 4 4 - - - -
company)
rd
*Recommended by Board for approval of Members at the ensuing 33 Annual General Meeting

Details of change in composition of the Board during the current and previous financial year.
Current Financial Year- (2023-24)
During the current financial year, there was no change in the composition of the Board.
Previous Financial Year (2022-23)

(Capacity i.e., Executive/ Non- Nature of

Executive/ Chairman/ change
Sr No. Name of Director Effective date
Promoter nominee/
Independent) (resignation,
appointment)
1 Mr. Hemant Adarkar Independent Director Appointment 27-10-2022
2 Ms. Anisha Motwani Independent Director Appointment 09-01-2023
3 Ms. Tanya Dubash Non – Executive Chairperson Resignation 18-01-2023

Where an independent director resigns before expiry of her/ his term, the reasons for resignation as given by her/him shall be disclosed.- Not Applicable
Details of any relationship amongst the directors: Ms. Tanya Dubash and Mr. Pirojsha Godrej are siblings. Ms. Tanya Dubash exited the Board on 18th January 2023.

2) Committees of the Board and their composition

i.Mention the names of the committees of the Board.

Name of the Committee Summarized Terms of Reference

Required under Section 177 of Companies Act, 2013, Paragraph 94.1 of Master Direction – Reserve Bank of India (Non-Banking Financial Company – Scale Based
Audit Committee Regulation) Directions, 2023 and undertakes all matters prescribed for its working therein. It reviews and recommends all matters related to financials, auditors, compliances /
regulatory matters, related party transaction review & approval, internal controls and other matters incidental thereto.
Required under Section 178 of Companies Act, 2013, Paragraph 94.2 of Master Direction – Reserve Bank of India (Non-Banking Financial Company – Scale Based
Regulation) Directions, 2023 and undertakes all matters prescribed for its working therein. It reviews and recommends all matters related to Director / Key Management
Nomination & Remuneration Committee
Person appointment, tenure, review of performance & pay and exit including those prescribed under Paragraph 99 of Directions. It also reviews compliance with fit & proper
criteria for Directors and annual declaration to compliance by Directors.
Required under Paragraph 39 of Master Direction – Reserve Bank of India (Non-Banking Financial Company – Scale Based Regulation) Directions, 2023 and undertakes all
Risk Management Committee
matters prescribed for its working therein. Among other things it quarterly reviews risk which impact the organization and actions taken to mitigate them.

Required under Paragraph 6 of Master Direction on Information Technology Governance, Risk, Controls and Assurance Practices dated November 7, 2023 and undertakes all
IT Strategy Committee matters prescribed for its working therein. It reviews working of IT Steering Committee & Information Security Committee and matters related to Information Technology
such as Information Security and business continuity.
Grievance Redressal Committee The Committee has been constituted to ensure that all matters related to customer & their grievances are regularly reviewed.
Required under Annex VI of Master Direction – Reserve Bank of India (Non-Banking Financial Company – Scale Based Regulation) Directions, 2023 and undertakes all
Asset Liability Management Committee matters prescribed for its working therein. It deals with all matters related to Asset-Liability and matters prescribed under Board approved Asset-Liability Management Policy
and Borrowing & Investment Policy. Asset Liability Management Committee reports to Risk Management Committee.
The Committee has been constituted to take decisions relating to credit. Among other things committee approves cases above defined limit, reviews subsidiary credit policies,
Credit Committee
manual, products etc.
 This committee has been constituted to enable decisions with respect to borrowing & investments of the Company. The decisions are governed as per Board approved
Borrowing & Investment Committee
Borrowing & Investment policy of the Company.

Required under Paragraph 7 of Master Direction on Information Technology Governance, Risk, Controls and Assurance Practices dated November 7, 2023 for the NBFC
IT Steering Committee Sector and undertakes all matters prescribed for its working therein. It reviews inter alia matters related to Information Technology such as Information Security and business
continuity. IT Steering Committee reports to IT Strategy Committee.

Internal Committee (constituted as per the provisions

Required under Section 4 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and undertakes all matters prescribed for its
of Sexual Harassment of Women at Workplace
working therein.
(Prevention, Prohibition and Redressal) Act, 2013)

Required under Section 177 of Companies Act, 2013 and undertakes all matters prescribed for its working therein. It takes decisions with respect to whistle blower complaints
Whistleblower Committee (under Vigil Mechanism)
and matters incidental thereto. Whistleblower Committee will report to the Audit Committee.
Required as per RBI notification on Compliance Function and Role of Chief Compliance Officer (CCO) – NBFCs dated April 11, 2022 and undertakes all matters prescribed
Product Committee
for its working therein. It approves new products, changes in existing products and reviews their performance. Product Committee reports to Credit Committee.
Required as per Paragraph 24(b) of Master Direction on Information Technology Governance, Risk, Controls and Assurance Practices dated November 7, 2023 and
Information Security Committee undertakes all matters prescribed for its working therein. It undertakes development / implementation of information/ cyber security policies, approving and monitoring
information security projects and security awareness initiatives, reviewing cyber incidents etc. Information Security Committee reports to IT Strategy Committee.
ii.For each committee, mention the summarized terms of reference and provide the following details.
Terms of reference of each committee provided at 2 (i)

Audit Committee

Capacity (i.e.Executive/ Non-

Member of Number of Meetings of the No. of shares
Executive/ Chairman/
Sl. No Name of Director Committee committee held in the
Promoter nominee/
since NBFC
Independent)
Held Attended
Independent Director &
1 Ms. Anisha Motwani 09-01-2023 4 4 -
Chairperson of Committee
2 Mr. Hemant Adarkar 09-01-2023 Independent Director 4 4 -
3 Mr. Manish Shah 09-01-2023 Non-Executive Director 4 4 -

Nomination And Remuneration Committee

Capacity (i.e.Executive/ Non-

Member of Number of Meetings of the No. of shares
Executive/ Chairman/
Sl. No Name of Director Committee committee held in the
Promoter nominee/
since NBFC
Independent)
Held Attended
Independent Director &
1 Mr. Hemant Adarkar 09-01-2023 1 1 -
Chairperson of Committee
2 Ms. Anisha Motwani 09-01-2023 Independent Director 1 1 -
3 Mr. Manish Shah 09-01-2023 Non-Executive Director 1 1 -

Risk Management Committee

Capacity (i.e.Executive/ Non-

Member of Number of Meetings of the No. of shares
Executive/ Chairman/
Sl. No Name of Director Committee committee held in the
Promoter nominee/
since NBFC
Independent)
Held Attended
Independent Director &
1 Ms. Anisha Motwani 09-01-2023 4 4 -
Chairperson of Committee
2 Mr. Manish Shah 27-10-2022 Non-Executive Director 4 4 -
3 Mrs Shalinee Mimani 27-10-2022 CRO (Chief Risk Officer) 4 4 -

IT Strategy Committee
Capacity (i.e.Executive/ Non- Number of Meetings of the
Member of No. of shares
Executive/ Chairman/ committee
Sl. No Name of Director Committee held in the
Promoter nominee/
since NBFC
Independent) Held Attended
Independent Director &
1 Mr. Hemant Adarkar 27-10-2022 4 4 -
Chairperson of Committee
2 Ms. Anisha Motwani 09-01-2023 Independent Director 4 4 -
3 Mr. Manish Shah 23-01-2024 Non-Executive Director - - -
4 Mrs. Jyothirlatha B. 27-10-2022 CTO (Chief Technology Officer) 4 4 -

Grievance Redressal Committee

Capacity (i.e.Executive/ Non-

Member of Number of Meetings of the No. of shares
Executive/ Chairman/
Sl. No Name of Director Committee committee held in the
Promoter nominee/
since NBFC
Independent) Held Attended
Independent Director &
1 Ms. Anisha Motwani 09-01-2023 4 4 -
Chairperson of Committee
2 Mr. Manish Shah 27-10-2022 Non-Executive Director 4 4 -
3 Mr. Pankaj Gupta 27-10-2022 CEO (Chief Executive Officer) 4 4 -

Asset Liability Management Committee

Capacity (i.e.Executive/ Non-

Member of Number of Meetings of the No. of shares
Executive/ Chairman/
Sl. No Name of Director Committee committee held in the
Promoter nominee/
since NBFC
Independent)
Held Attended
1 (Nominee
Non – Executive Director & of Godrej
1 Mr. Pirojsha Godrej 27-10-2022 9 -
Chairperson of the Committee Capital
Limited)
2 Mr. Manish Shah 11-05-2022 Non-Executive Director 9 9 -
3 Mr. Pankaj Gupta 09-11-2022 CEO (Chief Executive Officer) 9 9 -
4 Mr. Kunal Karnani 11-05-2022 CFO (Chief Financial Officer) 9 9 -

Credit Committee
Capacity (i.e.Executive/ Non- Number of Meetings of the
Member of No. of shares
Executive/ Chairman/ committee
Sl. No Name of Director Committee held in the
Promoter nominee/
since Held Attended NBFC
Independent)
 1 (Nominee
Non – Executive Director & of Godrej
1 Mr. Pirojsha Godrej 27-10-2022 12 -
Chairperson of the Committee Capital
Limited)
2 Mr. Manish Shah 27-10-2022 Non-Executive Director 12 12 -

I 3
4 I
Mr. Pankaj Gupta
Mrs Shalinee Mimani I I
27-10-2022 CEO (Chief Executive Officer)
27-10-2022 CRO (Chief Risk Officer) I 12
12 I 12
12 I -
- I
 Borrowing and Investment Committee
Capacity (i.e.Executive/ Non- Number of Meetings of the
Member of No. of shares
Executive/ Chairman/ committee
Sl. No Name of Director Committee held in the
Promoter nominee/
since NBFC
Independent) Held Attended
Non – Executive Director &
1 Mr. Manish Shah 07-03-2022 17 17 -

I 2 I
Mr. Kunal Karnani I I
Chairperson of the Committee
07-03-2022 CFO (Chief Financial Officer) I 17 I 17 I - I
IT Steering Committee

Number of Meetings of the

Capacity (i.e.Executive/ Non-
Member of committee No. of shares
Executive/ Chairman/
Sl. No Name of Director Committee held in the
Promoter nominee/
since NBFC
Independent) Held Attended

Non – Executive Director &

Mr. Manish Shah 27-10-2022 4 4 -
1 Chairperson of the Committee
2 Mr. Pankaj Gupta 27-10-2022 CEO (Chief Executive Officer) 4 4 -
3 Mrs. Jyothirlatha B. 27-10-2022 CTO (Chief Technology Officer) 4 4 -

Internal Complaints Committee

Capacity (i.e.Executive/ Non- Number of Meetings of the

Member of No. of shares
Executive/ Chairman/ committee
Sl. No Name of Director Committee held in the
Promoter nominee/
since NBFC
Independent) Held Attended
1 Mrs Shalinee Mimani 27-06-2022 CRO - Presiding Officer 1 - -
2 Mr. Pankaj Gupta 27-06-2022 CEO (Chief Executive Officer) 1 1 -
3 Mrs. Jyothirlatha B. 27-06-2022 CTO (Chief Technology Officer) 1 - -
Head – talent Strategy &
Ms. Amber Bawa 27-06-2022 1 1 -
4 Employee Experience
5 Mr. Sandip Barmera 27-06-2022 Head-Operations 1 - -
6 Ms Raheen Jummani 27-06-2022 External member 1 - -

Whistle Blower Committee

Member of Capacity (i.e.Executive/ Non- Number of Meetings of the No. of shares
Sl. No Name of Director
Committee Executive/ Chairman/ Held Attended held in the
Non-Executive Director &
Mr. Manish Shah 03-08-2023 - - -
1 Chairperson of the Committee
2 Ms. Shalinee Mimani 03-08-2023 CRO (Chief Risk Officer) - - -

I 3 I
Mr. V Swaminathan
I 03-08-2023
I
Head - Corporate Audit &
Assurance I -
I -
I -
I
Product Committee
Member of Capacity (i.e.Executive/ Non- Number of Meetings of the No. of shares
Sl. No Name of Director
Committee Executive/ Chairman/ Held Attended held in the
1 Mr. Kunal Karnani 31-10-2023 CFO (Chief Financial Officer) 1 1 -
2 Mr. Pankaj Gupta 31-10-2023 CEO (Chief Executive Officer) 1 1 -
3 Ms. Shalinee Mimani 31-10-2023 CRO (Chief Risk Officer) 1 1 -
4 Ms. Jyothirlatha B. 31-10-2023 CTO (Chief Technology Officer) 1 1 -
5 Mr. Nalin Jain 31-10-2023 Chief Marketing Officer 1 1 -
6 Mr. Yogesh Jain 31-10-2023 Chief Compliance Officer 1 1 -

Information Security Committee*

Member of Capacity (i.e.Executive/ Non- Number of Meetings of the No. of shares
Sl. No Name of Director
Committee Executive/ Chairman/ Held Attended held in the
CRO & Chairperson of the
1 Ms. Shalinee Mimani 19-03-2024 NA NA -
Committee
2 Ms. Jyothirlatha B. 19-03-2024 CTO (Chief Technology Officer) NA NA -
Chief Information Security
3 Mr. Rupesh Poojary 19-03-2024 NA NA -
Officer
*Committee was constituted on March 19, 2024 and shall hold its meeting in Q1 FY 2024-25.

3)General Body Meetings

Type of Meeting (Annual / Extra-
Sr. No Date and Place Special Resolutions Passed
Ordinary)
 1.Appointment of Mr. Hemant Adarkar (DIN:
03127893) as an Independent Director of the
Company.
2.Appointment of Ms. Anisha Motwani (DIN:
06943493) as an Independent Director of the
Company.
3.Payment of commission to Independent
May 22, 2023 at the Registered
Director(s) of the Company.
Office of the Company at Godrej
4.Amendment of the Memorandum of
1 Annual General Meetings One, Pirojshanagar, Eastern
Association of the Company.
Express Highway Vikhroli (East),
5.Amendment of Articles of Association of
Mumbai -400 079
Company.
6.Increase in the Borrowing limits of the
Company.
7.Authorizing the Board to mortgage/create
charge on the assets.
8.Issuance of Non-Convertible Debentures under
private placement basis.

August 25, 2023 at the

Registered Office of the
1.Alteration of the Memorandum of Association
Company at Godrej One,
2 Extra Ordinary General Meeting of the Company.
Pirojshanagar, Eastern Express
Highway Vikhroli (East),
Mumbai -400 079

4) Details of non-compliance with requirements of Companies Act, 2013

As of 31st March 2024, Company is in compliance with requirements of Companies Act, 2013, including with respect to compliance with accounting and secretarial standards.

5 ) Details of penalties and strictures

As of 31st March 2024, No Penalties are levied on the Company.

6) Breach of covenant
There are no instances of breach of covenant of loan availed or debt securities issued.

7) Divergence in Asset Classification and Provisioning

No Divergence in asset classification and provisioning has been observed and neither conditions are satisfied:
a) the additional provisioning requirements assessed by RBI exceeds 5 percent of the reported profits before tax and impairment loss on financial instruments for the reference period,
b) the additional Gross NPAs identified by RBI exceeds 5 per cent of the reported Gross NPAs for the reference period.

Sr. Particulars Amount

1 Gross NPAs as on March 31, 2024 as reported by the NBFC NA
2 Gross NPAs as on March 31, 2024 as assessed by the Reserve Bank
3 Divergence in Gross NPAs (2-1)
4 Net NPAs as on March 31, 2024 as reported by the NBFC
5 Net NPAs as on March 31, 2024 as assessed by the Reserve Bank
6 Divergence in Net NPAs (5-4)
7 Provisions for NPAs as on March 31, 2024 as reported by the NBFC
Provisions for NPAs as on March 31, 2024 as assessed by the Reserve
8
Bank
9 Divergence in provisioning (8-7)
Reported Profit before tax and impairment loss on financial instruments
10
for the year ended March 31, 2024
11 Reported Net Profit after Tax (PAT) for the year ended March 31, 2024
Adjusted (notional) Net Profit after Tax (PAT) for the year ended March
12 31, 2024 after considering the divergence in provisioning
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)
(Currency : Indian Rupees in lakhs)
47.5 Regulatory disclosures - RBI (Continued)
47.5.5 Disclosures in Financial Statements - As per the Master Direction - Reserve Bank of India (Non-
Banking Financial Company - Scale based Regulation) Directions, 2023:

Loans to Directors, Senior Officers and relatives of Directors

Particulars As at March As at March

31, 2024 31, 2023
Directors and their relatives - -
Entities associated with directors and their relatives - -
Senior Officers and their relatives - -

47.5.6 Disclosures pursuant to Scale Based Regulation (SBR): A Revised Regulatory Framework for NBFCs
dated October 22, 2021 - DOR.CRE.REC.No.60/03.10.001/2021-22

i) Corporate Governance report containing composition and category of directors, shareholding of non-
executive directors, etc. - Refer Note 47.5.4

ii) Disclosure on modified opinion, if any, expressed by auditors, its impact on various financial items and
views of management on audit qualifications. - Not applicable

iii) Items of income and expenditure of exceptional nature- Not applicable

iv) Breaches in terms of covenants in respect of loans availed by the NBFC or debt securities issued by the
NBFC including incidence/s of default. - Refer Note 47.5.4

v) Divergence in asset classification and provisioning above a certain threshold to be decided by the Reserve
Bank. - Refer Note 47.5.4
Godrej Finance Limited
Notes to the financial statements for the year ended March 31, 2024 (Continued)
(Currency : Indian Rupees in lakhs)

47. Regulatory disclosures - (Continued)

47.6 Additional Disclosures

The Company has not granted any loans against collateral of gold jewellery during the year (Previous Year: Nil) and consequently no gold loan auction
has been carried out.
There are no adverse comments during the year on the Company made in writing by the Bank or RBI on regulatory compliances with a specific
communication to disclose the same to public (Previous Year: Nil).
The Company has not issued any structured products during the year.
No loan extended by the Company has been restructured under moratorium offered under Covid.
No dividend has been declared by the Company.
48. The previous period/year figures, which are considered to be immaterial, have been reclassified/regrouped to conform to the figures of the current
period/year.

As per our report of even date attached For and on behalf of the Board of Directors
For Chhajed & Doshi Godrej Finance Limited
Chartered Accountants CIN: U67120MH1992PLC065457
Firm Registration No.: 101794W

M.P.Chhajed Pirojsha Godrej Manish Shah

Partner Director Director
Membership No. - 049357 DIN - 00432983 DIN - 06422627
Mumbai Mumbai
April 30, 2024 April 30, 2024

Kunal Karnani Heer Parekh

Chief Financial Officer Company Secretary
Mumbai Mumbai Mumbai
April 30, 2024 April 30, 2024 April 30, 2024