As on: Jul 10, 2026 12:43 PM
Your Directors have pleasure in presenting the forty-eighth annual report, together with the audited financial statements of the Company for the year ended 31 March, 2026.
FINANCIAL RESULTS
SHARE CAPITAL
During the year, there was an increase in paid-up equity share capital by Rs. 2.23 crores, consequent to the allotment of shares upon exercise of stock options by employees under the Company's employee stock option scheme and the allotment of equity shares pursuant to the conversion of Compulsorily Convertible Debentures allotted on 5 October, 2023. As at 31 March, 2026 the total paid-up equity share capital of the Company is Rs. 170.48 crores.
OPERATIONS
The financial year 2025-26 saw steady and disciplined growth for the Company, driven by sustained growth across product segments. Unsecured portfolios stabilised following regulatory recalibration, with improved origination quality supporting portfolio resilience. Asset quality improved across product segments and liquidity remained robust, underpinned by prudent underwriting, diversified funding, and strong balance sheet management.
The Company has crossed the milestone of achieving highest ever disbursals at Rs. 1,11,642 crores in FY 2025-26 with YoY growth at 11%. Disbursements in Vehicle Finance (VF) business grew by 15% in FY 2025-26 to Rs. 62,123 crores. Disbursements in Loan against property (LAP) business grew by 14% to Rs. 20,459 crores in FY 2025-26. Disbursements in Home Loans (HL) stood at Rs. 7,363 crores in FY 2025-26, which is a marginal de-growth of 1% YoY. Disbursements in Small and Medium Enterprises (SME) stood at Rs. 7,312 crores in FY 2025-26 which is a de-growth of 6% YoY. Disbursements in Consumer and Small Enterprise Loans (CSEL- Consol) stood at Rs. 10,249 crores which is a de-growth of 18% YoY. Disbursements in Secured Business & Personal Loans (SBPL) grew by 27% in FY 2025-26 to Rs. 1,667 crores. The business AUM of the
Company stood at Rs. 2,24,334 crores which is a growth of 21% YoY. The profit before tax of the Company for FY 2025-26 is Rs.6,961 crores as against Rs. 5,737 crores for FY 2024-25, which is a growth of 21% YoY. The Company holds a management overlay of Rs. 200 crores as of 31 March, 2026 towards potential adverse impact of geopolitical risks on the loan portfolio of the Company. The Company continues to hold a strong liquidity position with Rs. 20,692 crores as cash and liquid asset balances as at end of March 2026 (including Rs. 4,152 crores invested in Gsec & SDL, Rs. 1,100 crores invested in T-Bill & Rs. 829 crores invested in Strips shown under investments), with a total liquidity position of Rs. 21,186 crores (including undrawn sanctioned lines).
The ALM had no negative cumulative mismatches across all time buckets.
OUTLOOK
The outlook for FY 2026-27 remains stable, underpinned by resilient domestic demand, sustained infrastructure investment, and continued expansion in formal credit penetration, even as growth normalises after a strong base. Consumption and credit- led segments-including automobiles, mortgages and consumer lending are expected to exhibit healthy and more calibrated growth, supported by improving origination quality, better risk selection, and underwriting. In unsecured lending, recent moderation and regulatory interventions have strengthened portfolio resilience, with improving performance of newer cohorts supporting a gradual recovery in growth momentum. Against this backdrop, the Company remains well positioned to pursue disciplined growth, safeguard asset quality, and drive long-term value creation through prudent capital allocation and robust governance.
CHANGE IN NATURE OF BUSINESS
There has been no change in the existing nature of business and operations of the Company.
DIVIDEND
Dividend distribution policy
The Company has formulated a dividend distribution policy in compliance with regulation 43A of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 (Listing Regulations), a copy of which is available on the website of the Company. (weblink: https://files.cholamandalam.com/files/Dividend-Distribution-Policy.pdf)
Payment of dividend
The Company paid an interim dividend on the equity shares at the rate of 65% (Rs. 1.30/- per equity share) as approved by the Board on
30 January, 2026 for the year ended 31 March, 2026. The Directors' are pleased to recommend a final dividend of 35% (Rs. 0.70/- per equity share) on the equity shares of the Company. Upon approval by the shareholders, the total dividend for the year ended 31 March, 2026 shall amount to 100% (Rs. 2/- per equity share). The dividend recommended is in accordance with the Company's Dividend Distribution Policy, within the prescribed ceiling and in compliance with the framework laid down under the RBI Master Directions.
TRANSFER TO RESERVES
The Company transferred a sum of Rs. 1,050 crores to the statutory reserve as required under the Reserve Bank of India Act, 1934.
FIXED DEPOSITS
The Company is a non-deposit taking NBFC. The Company does not hold or accept deposits as at the date of balance sheet.
LICENSES HELD
The Company is registered as a Non Banking Financial Company - Investment and Credit Company (NBFC- ICC). The Company also holds a license to carry on the factoring business (NBFC-F). The Company is categorised as an NBFC in Upper Layer (NBFC-UL) by the Reserve Bank of India under the RBI Master Directions. The Company also holds a Composite Corporate Agency License issued by the Insurance Regulatory and Development Authority of India, enabling it to carry on the business of a corporate insurance agent.
CAPITAL ADEQUACY
The Company's capital adequacy ratio was at 19.21% as on
31 March, 2026 well above the statutory minimum capital adequacy threshold of 15% set by RBI. The Common Equity Tier 1 (CET1) capital was at 14.40% and Tier I capital was at 14.73% as against the statutory minimum requirement of 9% and 10% respectively. Tier II capital was at 4.48% as on 31 March, 2026.
EMPLOYEE STOCK OPTION (ESOP) SCHEME
Pursuant to the approval accorded by the shareholders on 3 January, 2017, the Nomination and Remuneration Committee formulated an employee stock option scheme 2016 (ESOP 2016). During the year, the Company made grants aggregating to 13,94,443 options to 198 employees. As at 31 March, 2026, the total number of options outstanding under ESOP 2016 is at 58,87,750 comprising both vested (exercisable) and unvested options.
The scheme is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SEBI SBEB Regulations) and the provisions of the Companies Act, 2013 (the Act). A certificate from the secretarial auditor, M/s. BP & Associates, Company Secretaries confirming the implementation of ESOP 2016 in accordance with the SEBI (SBEB) Regulations and the shareholders' resolutions has been obtained and will be available for inspection by the shareholders at the ensuing annual general meeting (AGM). The details of the scheme as at 31 March, 2026 and the certificate are disclosed on the website of the Company. (weblink: httDs://www.cholamandalam.com/ investors/esop)
DIRECTORS
Appointment / Re-appointment
Mr. Vellayan Subbiah was appointed as a Whole-time Director, designated as Executive Chairman for a term of five years commencing from 1 April, 2025 to 31 March, 2030. The appointment was approved by the shareholders on 28 April, 2025 by way of a postal ballot. Mr. Anand Kumar was re-appointed as an Independent Director of the Company for a second consecutive term of five years commencing from 16 March, 2026 to 15 March, 2031. The re-appointment was approved by the shareholders on 8 March, 2026 by way of a postal ballot.
Mr. Ravindra Kumar Kundu, Managing Director, who retires by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment and is recommended to the shareholders for approval.
All Directors have confirmed that they satisfy the 'fit and proper' criteria as prescribed under the RBI (Non-Banking Financial Company - Governance) Directions, 2025.
DECLARATION FROM INDEPENDENT DIRECTORS
All the Independent Directors (IDs) have submitted their declarations of independence, as required pursuant to section 149(7) of the Act, confirming that they meet the criteria of independence as provided under section 149(6) of the Act. In the opinion of the Board, the IDs fulfil the conditions specified in the Act and the rules made thereunder for appointment as IDs including integrity, expertise, experience and proficiency and confirm that they are independent
of the management. All the IDs of the Company have registered their names in the data bank of IDs and have completed the online proficiency self-assessment test within the timeline notified by the Ministry of Corporate Affairs (MCA).
KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of section 203 of the Act read with the rules made thereunder, the following employees are the wholetime key managerial personnel of the Company as at the date of this report:
a) Mr. Vellayan Subbiah, Executive Chairman
b) Mr. Ravindra Kumar Kundu, Managing Director
c) Mr. D. Arulselvan, Chief Financial Officer and
d) Ms. P. Sujatha, Company Secretary
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors' responsibility statement as required under section 134(5) of the Act, reporting the compliance with accounting standards, is attached and forms part of the Board's report.
SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS
There are no significant or material orders passed by any regulators, courts or tribunals that would impact the going concern status of the Company or its future operations.
MATERIAL CHANGES OR COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There were no significant or material changes or commitments affecting the financial position of the Company that occurred between the end of the financial year and the date of this report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis report (MDA), highlighting business-wise details is attached and forms part of this report. The MDA also contains details of the Company's risk management framework, including the development and implementation of risk management policy and the key risks faced by the Company.
CORPORATE GOVERNANCE REPORT
A report on Corporate Governance, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) is attached and forms part of this report. The report also contains details required to be disclosed including the composition and category of Directors, number of meetings of the Board, composition of various committees, annual Board evaluation, remuneration policy, criteria for Board nomination and senior management appointments, whistle blower policy / vigil mechanism, disclosure of relationships between Directors inter-se, state of Company's affairs, and other related matters.
The Managing Director and the Chief Financial Officer have submitted a compliance certificate to the Board in respect of the financial statements and other matters, as required under regulation 17(8) of the Listing Regulations.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
In terms of Regulation 34(2)(f) of Listing Regulations read with SEBI Master Circular dated 30 January, 2026 (as amended from time to time), the Business Responsibility and Sustainability Report (BRSR) and the Reasonable Assurance report of the BRSR Core are attached and forms part of this report.
CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements have been prepared in accordance with the Act and the relevant accounting standards and forms part of this annual report.
AUDITORS
M/s. B.K. Khare & Co., Chartered Accountants and M/s. KKC & Associates LLP, Chartered Accountants are the joint statutory auditors of the Company. They were appointed at the 46th AGM held on 26 July, 2024 for a term of three years commencing from the conclusion of 46th AGM until the conclusion of 49th AGM. The statutory auditors' report which is attached to the financial statements and forms part of this report, does not contain any qualifications, reservations, adverse remarks or disclaimers.
SECRETARIAL AUDIT
M/s. BP & Associates, Company Secretaries are the Secretarial Auditors of the Company. They were appointed as secretarial auditors at the 47th AGM held on 31 July, 2025 for a term of 5 years commencing from FY 2025-26 to FY 2029-30. The Secretarial Audit Report forms part of this report and does not contain any qualifications, reservations, adverse remarks or disclaimers.
COST RECORDS AND COST AUDIT
The maintenance of cost records and the requirements of cost audit as prescribed under the provisions of section 148(1) of the Act are not applicable to the business activities carried out by the Company.
ANNUAL RETURN
In accordance with sections 134(3)(a) and 92(3) of the Act, the annual return in form MGT-7 is placed on the website of the Company and is available on the weblink: httDs://www.cholamandalam.com/ investors.
CORPORATE SOCIAL RESPONSIBILITY
Cholamandalam positions itself as the "Capital for Change" to drive deep, long-term social impact. The Company's philosophy moves beyond basic funding by channelising its CSR investments across nine interconnected national development pillars - with an overarching environmental focus - via a National Development Blueprint of Viksit Bharat 2047.
This strategic mission actively empowers four core community pillars. Aarthik Engine: Supporting small shop owners and the transport ecosystem. Annadata: Empowering small and marginal farmers. Thulir: Nurturing economically weaker students and young athletes through education and sport. Sanrakshanam: Preserving heritage and monuments to elevate India's cultural legacy.
The Company has been carrying out corporate social responsibility (CSR) activities for many years even prior to such activities being mandated under the Act. The Company has in place a Board approved CSR policy. The policy and details on the composition of CSR committee and projects approved by the Board are available on the website of the Company. (Weblink: httos://files.cholamandalam. com/files/csr-Dolicv-2026.Ddf )
In accordance with the provisions of the Act, the Company is required to spend at least 2% of the average net profits of the Company made during the three immediately preceding financial years, which aggregated to Rs. 91.14 crores (after adjusting the excess amount of Rs. 1 crore pertaining to FY 2024-25). During FY 2025-26, the Company spent Rs. 91.19 crores and the excess amount of Rs. 0.05 crore shall be carried forward and adjusted against the CSR expenditure for FY 2026-27. The details of the CSR activities are annexed hereto and forms part of this report.
INTERNAL FINANCIAL CONTROLS
The Company has in place a comprehensive and adequate Internal control framework including clear delegation of authority and standard operating procedures that are established and implemented across all businesses and functions. The framework is reviewed periodically at various levels. The risk and control matrices are reviewed on a quarterly basis and control measures are tested and documented. These measures have helped in ensuring the adequacy of internal financial controls commensurate with the size, scale and complexity of operations of the Company. The internal financial controls with reference to the financial statements were tested and found to be adequate.
RELATED PARTY TRANSACTIONS
The Company has in place a robust process for approval of transactions with related parties. The policy on related party transactions as approved by the Board is available on the website of the Company (weblink: https://SJes.chpJamandaJam.cpm/SJes/rgtz 2026.pdf ). All contracts, arrangements and transactions with related parties that were entered into during the financial year were in the ordinary course of business and on an arm's length basis. There were
no materially significant transactions with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interests of the Company at large. Accordingly, there were no contracts or arrangements entered into with related parties during the year that are required to be disclosed under sections 188(1) and 134(h) of the Act in form AOC- 2. An omnibus approval of the Audit Committee was obtained at the beginning of the financial year for the transactions proposed to be entered into by the Company with related parties including any unforeseen transactions up to Rs. 1 crore per transaction per party. The disclosures required under the Industry Standards on "Minimum information to be provided to the Audit Committee and Shareholders for approval of Related Party Transactions" (as amended from time to time), were duly provided to the Audit Committee. The transactions entered into pursuant to the approval so granted were placed before the Audit Committee for its review on a quarterly basis.
INFORMATION AS PER SECTION 134(3)(m) OF THE ACT
During the year under review, the Company had no major impact on account of conservation of energy or technology absorption. Foreign currency expenditure / remittances amounting to Rs. 2,088.17 crores towards repayment of overseas borrowing and interest, travel and other professional charges were incurred during the year under review. The Company does not have any foreign exchange earnings.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Being an NBFC, the Company is exempt from the disclosure requirements relating to particulars of loans given, guarantees given and security provided under the provisions of section 186(11) of the Act. With regard to investments made by the Company, the relevant details are provided in note 10 to the standalone financial statements and note 12 to the consolidated financial statements of the Company for the year ended 31 March, 2026.
DISCLOSURE OF REMUNERATION
The disclosure with respect to remuneration as required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached and forms part of this report.
PARTICULARS OF EMPLOYEES
In accordance with section 136 of the Act, the financial statements are being sent to the members and others entitled thereto. The statement prescribed under rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is available for inspection of the shareholders at the ensuing annual general meeting (AGM). Any member interested in obtaining a copy, may send an e-mail to the Company Secretary in this regard.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS
The Company has complied with all the provisions of Secretarial Standards issued by the Institute of Company Secretaries of India in respect of meetings of the Board of Directors and General Meetings held during the year.
INTERNAL COMPLAINTS COMMITTEE
The Company has in place a policy for the prevention of sexual harassment in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act). The Company has complied with the provisions relating to constitution of internal complaints committee (ICC) under the POSH Act. ICC has been set up to redress complaints received regarding sexual harassment. All employees including contract workers, probationers, trainees, apprentices or any person so employed at the workplace by any other such name are covered under this policy. During the year, the Company conducted awareness for employees on the POSH Act. E-learning modules were also rolled out during the year to create awareness on the POSH Act. The details on complaints received under this policy are provided in the report on corporate governance (refer page no. 92).
OTHER DISCLOSURES
No fraud was reported by the auditors of the Company under section 143 (12) of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 during FY 2025-26 requiring disclosure in the Board's report.
During the year ended 31 March, 2026, the Company had not made any application under the Insolvency and Bankruptcy Code, 2016 ("the Code"). As at 31 March, 2026, total number of applications filed and pending under the Code are 10 cases amounting to Rs. 42.41 crores. No proceedings are pending against the Company under the Code. Further, during the year, the Company had not entered into any one-time settlement with banks or financial institutions.
The Company has complied with the relevant provisions relating to the Maternity Benefits Act, 1961.
HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES / ASSOCIATES AND JOINT VENTURES
CHOLAMANDALAM SECURITIES LIMITED (CSEC)
During FY 2025-26, CSEC remained focussed on maintaining operational efficiency and strengthening its business and demonstrated resilience in spite of market challenges. CSEC achieved a gross income of Rs. 92.54 crores and a Profit before Tax of Rs. 10.80 crores during the year ended 31 March, 2026. As at 31 March, 2026, the Company directly holds 92% of equity share capital of CSEC with the balance 8% held through Cholamandalam Leasing Limited, thereby making CSEC a wholly owned subsidiary.
CHOLAMANDALAM LEASING LIMITED (CLL) (FORMERLY KNOWN AS CHOLAMANDALAM HOME FINANCE LIMITED)
During the year, the Board and shareholders of CLL approved amendments to the Object clause of the Memorandum of Association enabling the company to undertake activities relating to fleet operations and mobility solutions services. CLL recorded a gross income of Rs. 2.71 crores for the year ended 31 March, 2026 and incurred a Profit before Tax of Rs. 1.25 crores as against a loss of Rs. 0.45 crores in the previous year. As at 31 March, 2026, CLL is a wholly owned subsidiary of the Company.
PAYSWIFF TECHNOLOGIES PRIVATE LIMITED (PTPL)
During the year, PTPL submitted an application to the RBI seeking approval to act as a Payment Aggregator. The review of application by regulator is under process. PTPL recorded a gross income of Rs. 100.24 crores for the year ended 31 March, 2026 and reported a Profit before Tax of Rs. 6.72 crores as against a profit of Rs. 6.27 crores in the previous year. As at March 31,2026, the Company holds 74.63% of the equity share capital of PTPL.
ACKNOWLEDGEMENT
The Directors wish to thank the Company's customers, regulators, vehicle manufacturers, dealers, channel partners, banks, mutual funds, rating agencies and shareholders for their continued support. The Directors also place on record their appreciation for the valuable contribution made by the employees of the Company to the Company's operations during the year under review.
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