Shalibhadra Finance Limited has filed its Annual Secretarial Compliance Report for the financial year 2025-26 with BSE Limited, demonstrating comprehensive regulatory compliance across all examined parameters. The report, submitted on April 7, 2026, was prepared by practicing company secretaries P. D. Pandya & Associates and covers the review period ending March 31, 2026.

Clean Compliance Record

The secretarial audit examined the company's compliance with various SEBI regulations and found no violations or non-compliances during the financial year 2025-26. The comprehensive review covered multiple regulatory frameworks including the Securities and Exchange Board of India Act 1992, Securities Contracts Regulation Act 1956, and various SEBI regulations governing listing obligations, capital issues, takeovers, buyback of securities, and insider trading.

Key Compliance Areas Reviewed

The audit assessed ten critical compliance parameters, with the company achieving full compliance across all areas:

Regulatory Framework Coverage

The audit examined compliance with ten specific SEBI regulations, including the Listing Obligations and Disclosure Requirements Regulations 2015, Issue of Capital and Disclosure Requirements Regulations 2018, Substantial Acquisition of Shares and Takeovers Regulations 2011, and Prohibition of Insider Trading Regulations 2015. The company demonstrated full adherence to all applicable provisions and circulars issued under these regulations.

Corporate Governance Highlights

Key areas of compliance included maintenance of a functional website with accurate web-links in corporate governance reports, timely policy updates in accordance with regulatory changes, and proper conduct of board and committee performance evaluations. The company has no subsidiary companies, making material subsidiary disclosure requirements not applicable.

Clean Track Record

The report confirms that no actions were taken against Shalibhadra Finance Limited, its promoters, directors, or subsidiaries by SEBI or stock exchanges during the review period. Additionally, no additional non-compliances were identified beyond the standard examination parameters. The company maintained proper records under all applicable regulations and successfully addressed any observations from previous reports.

The Annual Secretarial Compliance Report was signed by Paresh Pandya, Proprietor of P. D. Pandya & Associates, with ACS number 12123 and CP number 4869, and submitted to BSE Limited's Corporate Relationship Department as required under Regulation 24A of SEBI LODR Regulations 2015.

Shalibhadra Finance Limited has received a credit rating of [ICRA]BBB- (Stable) for its Rs. 20 crore non-convertible debentures from ICRA Limited. The company informed BSE about this development on March 28, 2026, pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Credit Rating Assignment Details

ICRA Limited has assigned ratings to the company's instruments as follows:

Rating Rationale and Key Strengths

The rating reflects Shalibhadra Finance's operational track record in two-wheeler financing and its established dealer and sub-dealer network. The company has demonstrated comfortable capitalisation levels with a gearing of 0.3x and regulatory capital adequacy ratio (CAR) of 79.0% as of December 31, 2025.

Financial Performance Highlights

The company has maintained healthy profitability with a return on assets (RoA) of 8.9% in FY2025, and notably has not posted a net loss in any quarter over the last 10 years. The loan book grew by 31% year-on-year in FY2025 to Rs. 180 crore as of March 31, 2025, reaching Rs. 212 crore as of December 31, 2025.

Rating Constraints and Challenges

Despite the positive aspects, the rating faces certain constraints. The company operates at a modest scale with a loan book of Rs. 212 crore as of December 31, 2025, and maintains a monoline business model focused entirely on two-wheeler financing. Asset quality remains moderate with 90+ days past due of 4.1% as of December 31, 2025.

Geographic Concentration

The company's operations remain geographically concentrated, though it has been working to improve diversity by expanding to Maharashtra and Madhya Pradesh, which now account for 46% of the total portfolio as of December 31, 2025.

Business Profile and Operations

Shalibhadra Finance, incorporated in 1992 and operational since 1995, is registered with the Reserve Bank of India as a non-banking financial company. The company initially focused on four-wheeler financing but shifted to two-wheeler financing in rural areas due to increasing competition. As of December 31, 2025, the company operated through 58 branches across Gujarat, Maharashtra, Madhya Pradesh, and Rajasthan, with its head office in Mumbai.

Outlook and Rating Sensitivities

The Stable outlook factors in the comfortable capitalisation profile and healthy profitability. ICRA indicated that the rating could be upgraded if the company significantly increases its scale of operations while maintaining asset quality and profitability with funding profile diversification. Conversely, material deterioration in asset quality on a sustained basis could lead to a downgrade.