Outcome of Board Meeting

• Security Code: 511218
• Company: SHRIRAMFIN

Sub.: Outcome of Board Meeting Ref.: Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations') The Board of Directors of the Company at their meeting held today have inter-alia - i. Approved Audited Annual Accounts (standalone and consolidated) for the financial year ended March 31, 2017 and the Audited financial results (standalone and consolidated) for the quarter and year ended March 31, 2017 prepared pursuant to Regulation 33 of the Listing Regulations. ii. Recommended a final dividend of Rs.6/- per share of Rs. 10/-each (i.e. 60%) for the financial year ended March 31, 2017. This is an addition to the Interim Dividend of Rs. 4/- per equity share already paid on November 15, 2016. With this, the total dividend for the financial year 2016-17 is Rs.10/- per share (i.e. 100%). iii. Delegated the power to committee(s) to raise funds by way of issue of redeemable non-convertible debentures/subordinated debentures (public issue/private placement basis), rupee dominated bonds in off-shore markets (Masala Bonds), External Commercial Borrowing (ECB) and other methods of borrowing for purpose of business of the Company during the financial year 2017-18. iv. Authorised the Banking & Finance Committee to buy-back Redeemable Non-Convertible Debentures up to Rs.500 Crores from time to time during the financial year 2017-18. v. The Board of Directors of the Company have recommended to the shareholders passing of necessary resolution for the appointment of M/s Haribhakti & Co. LLP, Chartered Accountants, Mumbai and M/s Pijush Gupta & Co. Chartered Accountants, Kolkata, as new joint Auditors of the Company from the conclusion of 38th Annual General Meeting of the Company till the Conclusion of the 43rd Annual General Meeting of the Company (subject to ratification in every annual general meeting till the 42nd Annual General Meeting), in place of the existing Joint Statutory Auditors, M/s S. R. Batliboi & Co. LLP., Chartered Accountants, Mumbai and M/s G. D. Apte & Co. Chartered Accountants, Mumbai retiring at the ensuing 38th Annual General Meeting (AGM) of the Company. This is in compliance with mandatory rotation of Auditors as per provision of section 139 of the Companies Act, 2013. The brief profile of proposed new joint Auditors: M/s Haribhakti & Co. LLP, Chartered Accountants, Mumbai (Firm Registration No. 103523W) established in 1954 are the largest domestic accounting and consulting firm and provide a whole range of assurance, accounting, advisory and consulting services, both nationally and internationally. M/s Pijush Gupta & Co. Chartered Accountants, Kolkata, (Firm Registration No. 309015E), established in 1989 offers services mainly in the areas of Assurance, Risk Advisory and Consultancy services. vi. The 38th AGM of the Company will be held on June 29, 2017 at Chennai, Tamil Nadu. The special business to be transacted at the said AGM will include items regarding enhancement of borrowing limits, issue of non-convertible debentures on private placement basis and other matters. vii. Subject to the confirmation by the Stock Exchanges, the Book Closure period for the purpose of AGM and payment of final dividend will be June 23, 2017 to June 29, 2017 (both days inclusive). The final dividend, subject to the approval of the shareholders at the AGM, will be paid on or after July 04, 2017. The Audited financial results (standalone and consolidated) along with Auditors' Reports for the financial year ended March 31, 2017 as required under Regulation 33 of the Listing Regulations are enclosed and the same are being uploaded on the Company's website (www.stfc.in) as required under Regulation 46 of the Listing Regulations. We hereby declare that the Company's Statutory Auditors have issued Auditors' Reports with an unmodified opinion with respect to the Audited Financial Results (Standalone and Consolidated) of the Company for the financial year ended March 31, 2017. The Audited financial results would be published in the prescribed format in one English and one vernacular newspaper as required under Regulation 47 of the Listing Regulations. The Disclosure in accordance with Regulation 52(4) of the Listing Regulations is also enclosed. The Certificates of the Debenture Trustees as required under Regulation 52(5) of the Listing Regulations will be sent shortly. The Meeting of Board of Directors commenced at 11.00 A.M. and concluded at 1.30 P.M. Kindly take the same on records.