Can Fin Homes Ltd

The Board of Directors have pleasure in presenting the 38^th Annual Report together with the Balance Sheet as on 31^st

March, 2025 and Statement of Profit and Loss for the financial year ended 31 ^st March, 2025

1. FINANCIAL RESULTS:

The financial performance for the year 2024-25 is summarised below: RS ( in Lakhs)

Note: (i) Figures of Previous Year have been rearranged / regrouped wherever necessary while preparing the statements as per IND-AS requirements.

(ii) The interim dividend of RS6.00 per equity share of face value of RS2/- each paid by the Company during December 2024 has been accounted.

(iii) The proposed dividend of RS6.00 per equity share is not recognized as liability in the annual accounts as at 31^st March, 2025 (in compliance with IND AS 10 events occurring after the Balance sheet date). The same will be considered as liability on approval of shareholders at the 38th Annual General Meeting (AGM).

2. SHAREHOLDERS' WEALTH:

* For the FY 2024-25 the Company proposed final dividend of RS6 per equity share subject to approval of shareholders at the ensuing 38th Annual General Meeting.

3. BUSINESS PERFORMANCE HIGHLIGHTS:

During the FY 2024-25, the Company has performed satisfactorily in sanctions and disbursements. The details are given below: a) Sanctions: The Company has sanctioned RS9,294 Crore in FY 2024-25 as compared to RS8,783 Crore during the previous year. Since inception, the cumulative loan sanctions by your Company stood at RS84,882 Crore at the end of the FY 2024-25. Average ticket size of incremental housing loans and non-housing loans were RS24 Lakh and RS13 Lakh, respectively. b) Disbursements: Disbursements during the year amounted to RS8,568 Crore as compared to RS8,177

Crore during the previous year 2023-24. The cumulative loan disbursements from inception to the end of the FY 2024-25 was RS77, 551 Crore. c) Loans outstanding (Loan Book): The total loan book as at March 31, 2025 was RS38,217 Crore, as compared to RS34,999 Crore during the previous year recording a growth of around 9% over last year.

At a portfolio level, housing loans constitute 76% and non-housing loans comprised 24%. d) Non-Performing Asset (NPA): The Gross NPA of your Company as at March 31, 2025 was RS333.27 Crore as compared to RS285.98 Crore during the previous year. The net NPA as at March 31, 2025 was RS174.31 Crore as compared to RS146.80 Crore during the previous year. The gross NPA percentage as at March 31, 2025 stood at 0.87% as compared to 0.82% as at March 31, 2024. Similarly, the Net NPA percentage as at March 31, 2025 stood at 0.46% as compared to 0.42% as at March 31, 2024. e) Profits: Your directors are happy to inform that during the year under review, the Company recorded an Operating Profit of RS1,153.25 Crore (previous year RS1,035.72 Crore), Profit Before Tax (PBT) of RS1,077.48 Crore (previous year RS957.53 Crore) and Profit After Tax (PAT) ofRS857.17 Crore (previous year RS750.70 Crore). During the year Company has made provisions for standard assets amounting to RS56.23 Crore (including management overlay amounting to RS25 Crore).

The provision for standard assets was RS29.91 Crore during the previous year.

During the year, the provision was made for non-performing assets amounting to RS19.54 Crore (previous year RS48.27 Crore). Provisions for Tax Expenses (including Deferred Tax) amounting to RS220.30 Crore (previous year RS206.83 Crore) was made.

f) Reserves: Pursuant to Section 29C of the National Housing Bank Act, 1987, the Company is required to transfer at least 20% of its net profit every year to a reserve before any dividend is declared. During the financial year under review, the Company transferred RS220 Crores out of the previous year's profits available for appropriation to the Statutory Reserve Fund. g) Dividend: Your Company has a consistent track record of dividend payments. While recommending the dividend, your Directors have considered applicable NHB and RBI guidelines, long-term growth plans of the Company, minimum capital requirements and net NPA ratio, etc. Your Directors, after giving due consideration to Capital Adequacy requirements, deferred tax liability, its impact on financial markets, the resultant impact on the Company and the Dividend Distribution Policy, have recommended a final dividend of RS6/- per equity share (300%), for the financial year ended March 31, 2025, subject to the approval of the Shareholders at the ensuing AGM of the Company. The Board of Directors at their meeting held on November 26, 2024 had declared and paid the Interim dividend of RS6 per share (300%), for equity share of face value of RS2/- each.

The total amount of dividend (Interim and Final) recommended for payment/paid for the year under review is RS159.78 Crore. As per Section 194 of Income Tax Act, 1961, the Company is required to deduct Tax at Source (TDS) @ 10% on dividend payment if the aggregate dividend amount exceeds RS10,000/- for Resident Individual Shareholders. However, no TDS shall be deducted for dividend payment to any Insurance Company and Mutual Funds specified u/s 10(23D) of Income Tax Act. Moreover, as per Section 195 of the Act, TDS is required to be deducted @ 20% plus surcharge on payment of Dividend to Non-Residents. The Dividend Distribution Policy as required under Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR), is available on the website of the Company (at https://www.canfinhomes.com/ Policies_and_Codes.

4. CAPITAL ADEQUACY:

The Capital Adequacy Ratio (CAR) of your Company as at March 31, 2025 stood at 25.08% (previous year 24.48%) as against the benchmark of 15% prescribed by the RBI Master Directions, 2021.

5. DEPRECIATION:

Depreciation was calculated on the written down value method based on useful life, in the manner prescribed in Schedule II to the Companies Act, 2013.

6. DEFERRED TAX ASSET (DTA):

During the year, deferred tax asset (net) of RS3.36 Crore (previous year RS17.14 Crore) was considered in the Statement of Profit & Loss, on account of various components of asset and liabilities. The DTA outstanding as at March 31, 2025 was RS69.35 Crore (previous year RS65.86 Crore).

7. EXPANSION OF BRANCH NETWORK:

The network of branches was expanded prudently after due identification of potential locations. The Company opened 15 new branches during the FY 2024-25. As at the end of FY 2024-25, the branch network tally stood at 234, spread across 21 States, comprising 216 Branches and 18 Affordable Housing Loan Centers.

8. TECHNOLOGY INITIATIVES:

Your Company has taken various Digital initiatives, which have enabled your Company to connect and engage with Customers for business, which are as follows: All the branches and the Zonal Offices are connected through a core-banking platform (Integrated Business Suite). The Company has implemented Multiprotocol Label Switching (MPLS) links for a higher bandwidth, security and dedicated uptime. In order to improve operational efficiency, your Company has implemented Central Know Your Customer (CKYC) software, Perfios and web-based Application software for Inspection & Audit. The website of your Company is interactive and user friendly. Further, your Company website has got revamped with more Business-driven capabilities. Introduction of AI-powered chatbot to provide query-specific response to existing customers, public, potential customers, shareholders and DSAs.

Your Company has digital meetings platform for Board and various Committee meetings which are paperless, secure, efficient and cost-effective.

Further, the Company also has a platform for maintaining Structured Digital Database (SDD) for recording movement of Unpublished Price Sensitive Information (UPSI). Your Company has implemented reconciliation tools. On collection side, it has integrated with Bharat Bill Payment System and implemented online vendor payments with Zaggle solution. Your Company is utilizing the Video Conferencing facility for Board and Committee meetings, review meetings with branches, clusters and interviews for recruitments, etc. Thrust on cyber security has been given and security awareness is spread amongst employees regularly. Information on do's and don'ts to safeguard the information assets of the Company is being communicated to the employees regularly. Customers have been updated with security awareness content through SMS and Website posters.

Your Company has awarded a contract to M/s IBM

India Private Limited for bringing about state-of-the-art Core Business Solution (CBS) in place of existing Integrated Business Suite (IBS), aiming at improved efficiencies and increased business. In the meantime, the existing LOS, LMS modules functioning as part of IBS has been upgraded to latest technology stack during November,2024. Your Company has implemented Anti-Money Laundering screening tool in order to identify and mitigate the risk of financial crimes.

9. CUSTOMER-FRIENDLY INITIATIVES:

We recognize that, our success hinges on building trust and fostering long-term relationships with our customers. To enrich customer journey and deliver them a seamless experience, we are embracing a more customer-centric approach. Guided by the ‘Customer-First' approach, the Company has imbibed transparency, fairness, and impartiality in all its operations, across branches, delivering value to all its customers and other stakeholders.

The Company's website provides comprehensive and exhaustive information on its loan and deposit products, schemes, and associated charges. Furthermore, key features of our products and services are entailed in flyers/brochures / danglers to help our customers understand our offerings. Additionally, digital display standees are installed in our 24 branches. Each of these standees will act as a dynamic information hub to familiarize customers about our bouquet of offerings.

Constant endeavor is made to customize financial solutions to meet evolving customer preferences. In addition to the above, the Company has a dedicated, customer care: customercare@ canfinhomes.com, customer care toll-free No.: 1800-203-4488 and e-mail id: grievance. redressal@canfinhomes.com which plays a pivotal role in addressing various queries and grievances of its customers.

Adhering to the RBI Master Directions, 2021, the Company ensure that the Fair Practices Code (FPC) and Most Important Terms and Conditions (MITC) are regularly updated and are accessible to customers through the website in both English and vernaculars to facilitate ease of understanding.

Regular SMS communications are sent to customers concerning their repayment schedules, EMI obligations, delinquency status, etc. Facilitation of online tools like deposit and EMI calculators to help customers make informed financial decisions.

With significant number of branches and affordable housing loan centers, across India, we aim to be accessible to a wide range of customers. Presence of cutting-edge technologies for swift money transfer indicating a seamless disbursement process.

Leveraging Technology and Analytics:

The Company's strategy includes leveraging technology and analytics to enhance productivity, improve customer experience, and manage risks. With increasing focus on digital initiatives, the Company is well poised to reap the benefits of enhanced efficiency and customer acquisition in FY26. These include: Introduction of Zaggle Zoyer software to enable branches to make direct payments to utility service providers, seamlessly.

Enhancing the efficiency statements via Rhythm flows software.

During the year under review, your company has received a fresh sanction amounting to RS2000

Crore from NHB, under the refinance scheme. The sanctioned amount was fully drawn under the Affordable Housing Finance and Regular Refinance Schemes. b) Borrowings from Bank:

During the year, borrowings were diversified through a combination of short-term and long-term loans considering the asset liability management position and to minimize the overall cost of funds. The Company also had exposure from Private and Public Sector Banks to diversify the risks within banks. The aggregate bank borrowings (term loans plus overdraft) as at the end of the financial year stood at RS18,297.83 Crores. The overall borrowings are within regulatory ceiling of 12 times of the Net Owned Funds.

The overall cost of borrowings from banks was 7.55% p.a. as at March 31, 2025. During the year, the long term ‘rating' of the Company for long-term loans was [ICRA]AAA (Stable) by ICRA Limited and CARE AAA' (Stable) by CARE Limited, signifying highest degree of safety regarding timely servicing of financial obligations. c) Debentures: (i) Secured Non-Convertible Debentures (NCD):

Your Company raised NCDs amounting to RS3,450 Crores (previous year RS1,000 Crores) in various tranches during the financial year. The debentures were secured by way of floating charge on the assets i.e., loan receivables specifically earmarked for the purpose, in favour of the Debenture Trustees. The investors to the NCDs are majorly insurance companies, public sector Banks, corporates, PF trusts, mutual funds and other investors of repute, indicating their safety perception of your Company's fundamentals and prospects. The tenure of the outstanding NCDs ranges from 36 months to 60 months. The interest on these debentures was serviced regularly during the year under review. The outstanding borrowings by way of Secured NCDs as at of bank reconciliation March 31, 2025 was RS8,046 Crores (previous year RS5,371 Crores). The average cost of NCDs was 7.70% p.a. The NCDs issued during the year were rated, CARE AAA' (Stable) by CARE Limited and ‘[ICRA] AAA(Stable)' by ICRA Limited, signifying highest degree of safety regarding timely servicing of financial obligations and very low credit risk. These NCDs were listed on the Wholesale Debt Market (WDM) segment of the National Stock Exchange of India Limited.

During the year, the 8.94% Unsecured Non-Convertible Debentures in the nature of Tier II Bonds aggregating RS100 Crore for a tenure of 10 years, which was issued in FY 2014-15 was redeemed on 3rd December, 2024 and currently there are no unsecured debentures lying with the Company. The Company is in compliance with the provisions of the RBI Master Directions, 2021 [erstwhile Housing Finance Companies issuance of Non-Convertible Debentures on private placement basis (NHB) Directions, 2014] and has been regular in payment of principal and/or interest on the NCDs and UNCDs. Details of borrowings are provided in the notes to accounts. Your Company affirms that there has been no deviation or variation in the utilisation of proceeds of NCDs/UNCDs from the objects stated in the respective offer documents or explanatory statement to the notice for the general meeting, as applicable. During the year under review, the Company had not issued Equity Shares/ Debentures to public for subscription. Your Company further confirm that the non-convertible debentures which became due for redemption, have been paid in full and there was no unclaimed or unpaid NCDs/UNCDs as on March 31,2025.

During the year under review, your Company has continued to engage with the existing Debenture Trustee. The details are given below:

Mistry Bhavan, 4th Floor, 122, Dinshaw Wachha Road, Churchgate, Mumbai-400 020 Tel : 022-43025555, Fax : 022-43025500 E-mail : corporate@sbicaptrustee.com Website: www.sbicaptrustee.com CIN: U65991MH2005PLC158386

Unclaimed Interest and Redemption Amounts: The SEBI vide its circular SEBI/HO/DDHS/DDHS-RAC-1/P/CIR/2023/176 dated 8 November 2023 (‘the Circular'), has prescribed the procedural framework for dealing with unclaimed interest and redemption amounts lying with entities having listed non-convertible securities and manner of claiming such amounts by investors.

The circular requires such companies to formulate a policy specifying the process to be followed by investors for claiming their unclaimed amounts. Accordingly, a policy titled ‘Policy for claiming unclaimed amounts with respect to Non-Convertible Debentures from Escrow Account' has been framed by the Company.

The Company Secretary has been designated as the Nodal Officer for the purposes of this circular. As on 31 March 2025, there is no amount remaining unclaimed in respect of non-convertible debentures. d) Commercial Paper:

Your Company mobilizes funds through Commercial Paper (CP) for leveraging cost of borrowing to the extent of undrawn Bank limits. The CP outstanding at the end of FY 2024-25 was RS2,600 Crores (previous year RS2,150 Crores).

The effective cost of funds raised through CP during the year was 7.28% p.a. The CP issued by your Company was rated at the maximum [ICRA] A1+ by ICRA Ltd., and CARE A1+' by CARE Limited. Instruments with this rating are considered to have highest degree of safety regarding timely payment of financial obligations. The Company listed its CP's in BSE Limited.

The Company affirms that there has been no deviation or variation in the utilisation of proceeds of Commercial Papers, from the objects stated in the respective offer documents. e) Deposits:

During the year, your Company accepted new deposits amounting to RS81.09 Crore as compared to RS188.92 Crore during the previous year (outstanding live accounts only). The outstanding balance of deposits (including interest accrued, but not due) as at March 31, 2025 was RS187.36 Crore (previous year RS232 Crore). The rate of interest on public deposits ranged from 6.5% p.a. to 8.25% p.a. while the overall cost (average) of deposits was 7.57% p.a. as at March 31, 2025.

As at March 31, 2025, a sum of RS6.16 Crore relating to 351 accounts of public deposits (RS14.21 Crore as at March 31, 2024 relating to 698 accounts) remained unclaimed/overdue. Of this amount, a sum of RS 1.66 Crore relating to 66 accounts (previous year RS4.02 Crore relating to 102 accounts as on April 30, 2024) were claimed and renewed / settled up to April 24, 2025. The Depositors were intimated regarding the maturity of deposits, with a request to either renew or claim their deposits. Where the deposit remains unclaimed, reminder letters / SMS are sent to depositors periodically and follow up action is initiated through the concerned branch. Your Company has not defaulted in repayment of deposits or interest during the year. The Company has complied with the requirements under Chapter V of the Companies Act, 2013 to the extent applicable.

During the year, the deposit schemes of your Company have been rated ‘ICRA AAA' Stable, reaffirmed by ICRA quality' and that the rated deposit programme carried the lowest credit risk. Your Company, being a Housing Finance Company is registered with National Housing Bank (NHB), has complied with the Directions / Guidelines issued by the NHB and RBI with regard to deposit acceptance and renewal. Your Company is exempted from the applicability of the Companies (Acceptance of Deposits) Rules 2014. As per the regulatory requirement vide the communication bearing reference, RBI/2023-24/14 DOR.SFG.REC.10/30.01.021/2023-24 dated April 11, 2023, the Company has formulated the Green Deposits Policy. f) Residential Mortgage-backed Securities:

During the year under review, there was no securitized assets outstanding as at March 31, 2025. Further, the Board of Directors at its meeting held on April 23, 2025, approved the proposal for raising funds through Residential

Mortgage - backed securities upto RS300 Crores in compliance with the RBI Master Direction dated 24.09.2021 and 05.12.2022.

Your Company has complied with the Master Direction - Non-Banking Financial Company

- Housing Finance Company (Reserve Bank) Directions, 2021, which has been effective from February 17, 2021 and Master Direction - Reserve Bank of India (Non-Banking Financial Company- Scale Based Regulation) Directions, 2023 and has adhered to all the guidelines and circulars issued by RBI on asset classification of credit / investments, credit rating, acceptance of deposits,

Fair Practices Code (FPC), Most Important Terms and Conditions (MITC), Customer Complaints Redressal Mechanism, Know Your Customer (KYC), Anti-Money Laundering (AML) Guidelines, Asset Liability Management, Capital Adequacy Ratio (CAR) norms, Information Technology Frameworks, CERSAI, Implementation of Indian Accounting Standards (Ind AS), Appointment of Statutory Auditors, Guidelines on Reporting and Monitoring of Frauds in Housing Finance Companies and all other related instructions, guidelines and circulars issued by the RBI in letter ., indicating‘highestcredit- and spirit with an explicit notification on the website of your Company, to the extent applicable. Further, your Company is also adhering to all the instructions, guidelines and circulars issued during the year by RBI and NHB on various matters such as Streamlining of Internal Compliance monitoring function leveraging use of technology, Key Facts Statement (KFS) for Loans & Advances, Fair Practices Code for Lenders Charging of Interest, Master Directions on Fraud Risk Management in Non-Banking Financial Companies (NBFCs) (including Housing Finance Companies), Master Direction Reserve Bank of India (Credit Information Reporting) Directions, 2025, to the extent applicable for the Company.

Your Company has complied with other related statutory Guidelines / Directions / Policies as applicable to the Company from time to time. Compliance of all Regulatory directions/ guidelines of NHB/RBI, other statutes are periodically reviewed by the Audit Committee and the Board. Your Company has complied with Indian Accounting Standards (Ind AS) as notified under the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standard) Amendment Rules, 2016 as applicable, read with Section 133 of the Companies Act, 2013 and guidelines issued by National Housing Bank.

Your Company is registered with Insurance Regulatory and Development Authority of India (IRDAI) for carrying on the Insurance Agency Business and has complied with the applicable requirements under Insurance Regulatory and Development Act, 1999 and IRDAI (Registration of Corporate Agent) Regulations, 2015, as amended from time to time. Being an insurance intermediary, the Company is maintaining all the required information as per IRDAI rules. The Company has in place, an appropriate policy on maintenance of records and destruction of old records as required under IRDA Guidelines. The Company has established partnerships with leading insurance providers like Bajaj Allianz (BAGIC), Reliance General Insurance, and CANARA

HSBC. This collaboration allows us to offer our customers a comprehensive range of insurance options, ensuring vital coverage for their property, life, and potential critical illnesses.

RBI vide its Circular No. RBI/2022-23/34 DOR.CRE. REC.28/21.04.048/2022-23 dated April 21, 2022 has inserted para "103A. Legal Entity Identifier for Borrowers" under "Chapter XIV of RBI Master Directions, 2021. As per the said para it was advised that non-individual borrowers enjoying aggregate exposure of RS5 Crores and above from banks and financial institutions (FIs) shall be required to obtain LEI codes as per the prescribed timeline. The Company, had already obtained on April 04, 2018, the Legal Entity Identifier No.335800EJ9Y3XDP5ZDH81 under the erstwhile RBI/2017-18/82-DBR.No.BP.92/21.04. 048/2017- 18 dated November 02, 2017 as advised by NHB. The Company has renewed the LEI codes for the FY 2025-26. Your Company has registered on TReDS Platform through Receivables Exchange of India Limited (RXIL) vide registration No.CA0000876. The Company has paid the annual fee for maintenance of the said registration.

Your Company has complied with the requirements of the applicable provisions of the Companies Act, 2013, and related Rules during the FY 2024-25.

As per the requirements under Section 92(3) of the Act and Rules framed thereunder, the extract of the Annual Return for FY 2024-25 is uploaded on the website of the Company. The copy of the annual return can be accessed on our website https://www.canfinhomes.com/Investor/ investorspagecontentwfs/annual_return

For other compliances related details, please refer the Secretarial Audit Report enclosed to this

Report as Annexure-1.

During the year, there was no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company's operations in future. Further, there was no penalty levied/imposed by the any Regulator NHB/RBI on the Company.

During the financial year under review, the Company has not made any application nor any proceedings are pending under the Insolvency and Bankruptcy Code, 2016.

During the financial year under review, there were no instances where Company has done any valuation for one-time settlement for any loans taken from the Banks or Financial Institution.

There was no change in the nature of the business of your Company during the financial year.

There were no material changes and commitments, affectingthefinancialposition of your Company which could have an impact on your Company's operation in the future or its status as a "Going Concern", between the end of FY 2024-25 and the date of this report.

(vii) RECOVERY ACTION UNDER SECURITISATION & RECONSTRUCTION OF FINANCIAL ASSETS AND ENFORCEMENT OF SECURITY INTEREST ACT, 2002 (SARFAESI ACT):

During the year under review, there was no action initiated against the Company under SARFAESI

Act, 2002.

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

The Company has not issued any sweat equity shares during the financial year under review and hence no information as per provisions of

Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

During the financial year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme, hence no information pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

RELATIVES:

During the year under review, your Company has not taken any loan from the Directors or their relatives.

The Company does not have any Holding, Subsidiary and Associate Companies including any Joint Ventures.

Further, the Company is an Associate Company of Canara Bank.

In accordance with Rule 9 of the Appointment of Designated Person (Management and

Administration) Rules 2014, the Company shall designate a responsible individual for ensuring compliances with statutory obligations.

The Board at its meeting held on December 22, 2023, appointed Shri Nilesh Jain, DGM & Company Secretary, as a Designated Person and the same would be reported in Annual Return of the company.

The Statutory Auditors have confirmed that they satisfy the criteria of independence, as required under the provisions of the Companies Act, 2013. The Statutory Auditors of the Company have not reported any fraud to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014. The Auditors' observation, if any, read with Notes to Accounts are self-explanatory and therefore do not call for any comment.

The Company has constituted a Corporate Social Responsibility (CSR) Committee as prescribed under Section 135 of the Companies Act, 2013, and has put in place CSR policy of the Company. The company's CSR Initiatives primarily focused in promoting education including special education for tribal students, construction of classroom blocks, construction of toilet blocks especially for girl students, provision of furniture to Government schools, scholarships for underprivileged and girl children, providing safe and clean drinking water facility to Government schools, Government hospitals and police stations. The Company also focuses on strengthening the healthcare by supplying medical equipment and machinery to Government hospitals and Primary Health Centers in rural areas. Your Company has also supported old age homes, orphanages and residential homes for differently-abled individuals.

Furthermore, the Company has provided veterinary equipment and machinery to support the rescue, treatment and rehabilitation of injured animals ensuring better care for animals. The Company has contributed to environmental sustainability by installing rooftop solar power plant systems, providing public solar lighting systems to rural villages for the safety of the masses. The Company has also engaged in promotion of environment sustainability, such as tree plantations, lake restoration, waste management and water conservation. The Company has also provided sports equipment and established a multi-purpose court in Government schools to foster young talent, especially in rural areas. The Company has also helped talented individuals pursue sports professionally covering the costs of training, education and participation in national or international competitions.

Your Company strives to be a socially responsible Company and strongly believes in overall development, which is beneficial for the society at large, as a part of its Corporate Social Responsibility ("CSR") initiatives. Through the CSR program, your Company sets the goal of reaching a balance that integrates human, environmental and community resources. By means of integrating and embedding CSR into its business operations and participating proactively in CSR initiatives, your Company intends to contribute continuously for sustainable development efforts.

As per the Companies Act, 2013, as prescribed, companies are required to spend at least 2% of their average net profits for three immediately preceding financial years.

During FY 2024-25, the Company supported 184 CSR projects, benefiting 3,39,736 individuals with an expenditure of RS1623.13 lakhs. These CSR initiatives were implemented on a pan-India basis, executed through the Registered Office and the branch those areas. The total allocated CSR budget for FY 2024-25 was RS1612.00 lakhs. Your Company has sanctioned RS1623.14 lakhs during the year, out of which RS1291.67 lakhs were utilized during the fiscal year.

The remaining sanctioned amount of RS331.46 lakhs has been transferred to the unspent CSR Account, in accordance with the provisions of the Companies Act, 2013, and will be disbursed as per the progress of the projects.

Further, the Chief Financial Officer has certified that the funds disbursed have been utilized for the purpose and in the manner approved by the Board for FY 2024-25.

A summary of CSR details as on March 31, 2025, is given below:

The information regarding the Company's spending under its Corporate Social Responsibility (CSR) Policy, along with reasons for any unspent balance carried forward during the current year, is disclosed in Annexure 2 of the Directors' Report, which is forming part of Annual Report. The copy of the CSR Policy can be accessed on our website https:// https://www.canfinhomes.com/Policies_and_Codes

15. HUMAN RESOURCES DEVELOPMENT: Our employees are the cornerstone of the Company's success. Their knowledge, dedication, aptitude, and skills are invaluable assets that drive organizational growth. We remain committed to empowering them through continuous learning, development initiatives, and a supportive work environment, ensuring they are fully equipped to perform their responsibilities with excellence and efficiency.

reaffirmed In FY 2024 25, we to employee development by implementing a comprehensive training program that included both in-person and virtual sessions. These programs were conducted by internal experts as well as external experts from renowned institutions such as NHB, NIBM, IIBF, CAFRAL, IIMs, RBI, NHRD, and PHDCCI.

The key areas of focus for our training included risk management, credit operations, account management, housing finance, customer service, grievance redressal, CRM practices, and regulatory compliance. Extensive training on Environmental, Social, and Governance (ESG) practices was attended by employees and directors, and the insights of the same was shared across the branches for promoting environmental and social awareness among employees. In line with our commitment to ethical conduct and a safe workplace, training sessions were also conducted on preventive vigilance, human rights, and Prevention of Sexual Harassment (PoSH).

These sessions aimed to reinforce a culture of accountability, inclusivity, and respect across all levels of the organization. Some of our in-person training initiatives included Induction Programs for Officers, Assistant Managers, and Deputy Managers, Induction

Training for Managers and Senior Managers, Soft

Skills Training for Branch Managers, Best Practices Training for Inspecting Officials, and Sales and Marketing Training. Our executives participated in various leadership development programs organized by external organizations. These programs included "Sales Leadership & Sales Force Motivation in the Digital Era" and "Managing and Leading Teams" by IIM, as well as "Governance and Risk Management" and "Financial Frauds and Forensic Audit" offered by CAFRAL.

Additionally, the company participated in the "Certified PoSH Investigator Certification Program" by NoMeansNo and several other programs. Notably, the company also engaged in providing specialized training aimed at empowering women leaders, such as "Career Accelerator: Evolving as a Leader." "Executive Knowledge Exchange" programs were organized for top management on various topics to promote cross-functional learning and knowledge sharing. All our training initiatives reflect ourour commitment to fostering a skilled, ethical, and customer-focused workforce.

The Company has also in place "Equal Opportunity Policy" as per Section 21(1) of Rights of the Persons with Disabilities Act, 2018.

The Statement containing details of employees as required in terms of Section 197 of the Act read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the disclosures with respect to the remuneration of Directors, Key Managerial Personnel and employees of the Company have been provided in Annexure - 7 to this Board's Report.

During the year under review, your Company has introduced the CFHL Employee Stock Option Scheme-2024 (ESOP 2024) in order to reward performance and elicit long-term commitment from the employees towards the growth of the Company. The Scheme is designed in compliance with the SEBI

(Share-Based Employee Benefitsand Sweat Equity)

Regulations, 2021, as amended from time to time to allow the employees to have a share in the Company's future growth and financial success.

The Nomination, Remuneration & HR Committee at its meeting held on September 12, 2024, approved the ESOP Scheme and recommended it to the Board for approval. Subsequently, the Board at its meeting held on September 18, 2024, approved the ESOP Scheme and this was further approved by the Shareholders of the Company by way of Special Resolution through Postal Ballot on October 25, 2024. Accordingly, 13,31,541 options were approved, of which 69,428 options were granted in Tranche-1 on November 25, 2024 and 22,872 options were granted in Tranche-II on February 27, 2025, to the identified & eligible existing employees, including the Whole-Time / Executive / Managing Director(s) of the Company.

The grant of Options to employees under this Scheme is approved by the Nomination and Remuneration Committee ("NRC"), in alignment with the Company's Nomination Remuneration and HR Policy. This process occurs during the Annual Performance Review and various other factors such as scale, designation, performance, grades, period of service, role significance, and overall performance when determining the number of options to be granted.

At Can Fin Homes, employee engagement and loyalty are prioritized, which leads to increased productivity and overall job satisfaction. By offering employees a sense of ownership and pride in their work, the Company aims to drive long-term success.

Grant wise details of options vested, exercised and cancelled are provided in the note no. 19.6 to the standalone financial statements.

The ESOP 2024 is in compliance with the Act and SEBI

(Share Based Employee Benefits and Sweat Equity) Regulations, 2021. Further, the detailed disclosures relating to ESOP 2024 are uploaded on the website of the Company at https://www.canfinhomes.com/ Investor/investorpagecontentwithannouncements/ Announcements.

The certificate of Secretarial Auditor confirming compliance of the ESOP 2024 with the Act and above mentioned SEBI Regulations will be placed before the shareholders at the ensuing 38th AGM.

17. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION, AND REDRESSAL) ACT, 2013: to the Company's Your Company has put in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Your Company has re-constituted its Internal Complaints Committee to redress complaints received in regards to sexual harassment at workplace.

The constitution of the Internal Complaints Committee (ICC) as on date of this report are as follows:

One outside expert is also a member of the committee.

All employees (permanent, contractual, temporary and trainees) are covered under this policy.

Following are the details of the complaints received by your Company during FY 2024-25:

18 COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961:

Your Company reaffirms its commitment to the well-being of its female employees and its full compliance with the provisions of the Maternity Benefit Act, 1961 (as amended in 2017). The Company has adopted a comprehensive maternity leave policy designed to provide robust support and care to our female employees during the maternity period. Under the policy, all female employees who do not already have one or two living children are eligible for up to a maximum of 12 months of maternity leave during their employment (6 months per child). In addition to the above, the policy also provides for 6 weeks of leave with wages in the unfortunate event of a miscarriage or medical termination of pregnancy (including abortion under the Medical Termination of Pregnancy Act, 1971, excluding threatened abortion). The Company remains dedicated to upholding the health, well-being, and statutory rights of its female employees through responsible, compassionate, and legally compliant workplace policies

19. NOMINATION, REMUNERATION AND HR (NRC) POLICY:

Your Company has constituted a RSNomination, Remuneration and HR Committee (NRC)' of the

Board in terms of Section 178 of the Act, Regulation

19 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and RBI Master Directions for HFCs, 2021. This Committee identifies persons who are qualified to become Directors of the Company. The appointment, renewal, re-appointment, re-categorization and/or removal of the Directors so identified, including extension the term of appointment, will be recommended by the NRC to the Board. This Committee has also laid down the criteria to identify persons who may be appointed to the senior management of the Company. The NRC has formulated the criteria for determining qualifications, positive attributes and independence of a Director, carrying out evaluation of every Director's performance, performance of the Board and that of the

Committees. The NRC Policy of the Company covering all the above aspects is made available on the official website of the Company in terms of Section 134(3) of the Companies Act, 2013. The Board has ensured evaluation of performance of the Board, its Committees and of the individual directors through the meeting of independent directors, meeting of the Nomination Remuneration & HR Committee and evaluation by each of the directors independently, for the year ended March 31, 2025.

In terms of Section 124 and 125 of the Companies Act, 2013, the amounts (dividend, deposits etc., with interest) that remained unclaimed and unpaid for more than 7 years from the date they first became due for payment, should be transferred to IEPF. As an investor friendly measure, your Company has been intimating the respective shareholders / depositors / investors to encash their dividend warrant / renew matured deposits or lodge their claim for payment of dues, if any, from time to time and the claims made were settled. As per the statutory requirements, the details of such amounts are made available on the website of MCA-IEPF at www.iepf.gov.in as well as on the Company's website www.canfinhomes.com. In order to pay dividend amounts online, the members / investors are requested to get their shares converted from physical to DEMAT mode, register their bank account particulars and / or opt for ECS facility. a) Unclaimed dividends As at March 31, 2025, dividends aggregating to

RS2.12 Crore (Previous year RS1.93 Crore) relating to dividends declared for the years FY 2017-18 to FY 2023-24 (of which RS0.53 Crore related to Interim & Final dividend for the year 2024), had not been claimed by members. As an investor-friendly measure, your Company has intimated members to lodge their claims and related particulars with the Company / RTA. The dividend pertaining to 2016-17, which remained unclaimed / unpaid amounting to RS0.27 Crore (in respect of 2163 shareholders), was transferred to IEPF on August 05, 2024, after settlement of claims by members received in response to the individual reminder letters sent by your Company to the respective members. The dividend pertaining to 2017-18 remaining unclaimed and unpaid, amounting to RS0.25 Crore (in respect of 3299 shareholders) as at March 31, 2025, would be transferred to IEPF during August 2025 after settlement of the claims, if any, received. The Company takes various initiatives to reduce the quantum of unclaimed dividend and has been periodically intimating the concerned members, requesting them to encash their dividend before it becomes due for transfer to the IEPF. b) Transfer of shares to IEPF:

Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and refund) Amendment Rules, 2017 was notified by the Ministry of Corporate Affairs (MCA) on October 13, 2017. As per Rule 6 of the said Rules, the shares, in respect of which dividend amounts have not been paid or claimed for 7 consecutive years, are required to be transferred to ‘IEPF demat Account' of IEPF Authority. On verification of records of unpaid / unclaimed dividend, during FY 2024-25, 48 shareholders had not claimed dividend for consecutive 7 years and 34,250 Shares have been transferred to IEPF within the prescribed period i.e. on 30/08/2024.

The details of such transfer are provided on the website of the Company. For more details, please refer ‘General Information to shareholders' in this report.

The status of shares transferred to IEPF as at March 31, 2025, is detailed as under:

In terms of the above Rules, reminder letters were sent by the Company to all the shareholders who had not claimed their dividends for a consecutive period of 7 years, informing that their shares will be transferred to IEPF on the due date i.e., September 22, 2025, if they do not place their claim for unclaimed dividend amounts to the Company. Your Company has provided the related details on its website at https://www.canfinhomes.com/ Investor/investorpagecontentwithsm/iepf c) Unclaimed deposits:

Deposits remaining unclaimed for a period of seven years from the date they became due for payment, have to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government. The concerned depositor can claim the deposit from the IEPF. As required under Section 125 of the Companies Act,

2013, the unclaimed and unpaid deposits together with interest for the year 2017-18 amounting to RS0.089 Crore (previous year RS0.18 Crore) that remained unclaimed and unpaid for a period of

7 years were transferred to IEPF during the year under review.

During the year, your Company did not earn any income or incur any expenditure in foreign currency / exchange.

Since your Company is a Housing Finance Company and does not carry-out any manufacturing activity, the requirement relating to providing the particulars relating to conservation of energy and technology absorption as per Sec 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules 2014, are not applicable.

Given the nature of its business, the Company does not have high energy consumption. However, as part of its commitment to environmental responsibility, it actively implements measures to optimize energy utilization and conservation.

Key initiatives include:

Installation and use of solar power systems and solar UPS, reducing dependency on conventional energy sources.

Replacement of conventional CFL and fluorescent lamps branches to improve energy efficiency

Installation of solar panels with a capacity of 25 kW at the registered office, further strengthening the Company's renewable energy adoption.

To further its sustainability efforts, the Company has adopted digital solutions and operational efficiencies:

Implementation of Dess Digital Software for sharing agenda papers of Board and Committee meetings electronically, minimizing paper usage.

Disposal of 103 out of 214 two-wheelers as part of an energy remaining scheduled for disposal in the upcoming year.

E-waste disposal conducted through certified e-waste vendors, ensuring responsible recycling and waste management.

Reduction in the use of packaged drinking water to limit single-use plastic consumption.

Optimization of exterior lighting, including front lights and glow signboards, to reduce power usage.

Systematic replacement of outdated fluorescent tubes and CFLs with LED lighting for better efficiency.

Upgrading old air-conditioners with energy-saving models to lower electricity consumption.

Transition from desktop computers to all-in-one systems to improve efficiency.

Proper earthing systems installed to minimize power wastage

• Adoption of a proactive approach in replacing electrical equipment based on lifecycle assessments to reduce energy consumption.

Segregation of wet and dry waste before disposal to support effective waste management.

Increased reliance on e-mail communication LED lights ininstead select of printed materials to reduce paper waste.

Greater use of video conferencing over in-person meetings to reduce travel-related carbon emissions.

Through these initiatives, the Company reinforces its commitment to sustainability and responsible resource management, striving for continuous improvement in energy conservation.

The Board of Directors made the following appointments / re-appointments based on the recommendation of the Nomination Remuneration and HR Committee on ‘fit and proper' criteria and performance evaluation of the Directors: i) Shri Vikram Saha, was appointed as an Additional Director [Deputy Managing Director (Key Managerial Personnel)] by the Board w.e.f. April 29, 2024 and the same was subsequently approved by the shareholders through postal ballot on June 26, 2024. ii) Shri K Satyanarayana Raju, Chairman (Promoter Non-Executive Director) who was liable to retire by rotation got re-appointed at the 37th Annual General Meeting (AGM) held on August 07, 2024. iii) Shri Ajai Kumar, Independent Director was re-appointed for a second term of 3 years by the Members at the 37th AGM held on August 07, 2024. iv) The Board of Directors, based on the recommendation of the Nomination, Remuneration and HR Committee, has approved the appointment of Shri

Swarupananda Mallick (DIN:11164699) as a director in the capacity of Independent Non-Executive Director, with effectfrom August 21, 2025, for a term of up to 3 years subject to the approval of the shareholders. The proposal for appointment of Shri Mallick is being placed before the members at the ensuing Annual General Meeting.

The directors had filed their consent(s) and declaration(s) that they are not disqualified to become directors in terms of the provisions of Companies Act, 2013 and related Rules. The directors have intimated to the Company that they are not holding any shares or taken any loan(s) from the Company.

All the other Directors except for Shri Suresh S Iyer who holds 100 shares, have intimated to the Company that they are neither holding any shares nor taken any loan(s) from the Company. Brief profile of all the Directors are provided in Page Nos. 40 to 43 of this Annual Report.

Shri Apurav Agarwal, Chief Financial Officer and Key Managerial Personnel resigned on December 20, 2024, due to personal reason and was relieved from his services on March 19, 2025. Shri Prashanth Joishy was appointed as Interim Chief Financial Officer and Key Managerial Personnel of the Company with effect from March 20, 2025, to hold the office till a regular CFO is on boarded. The appointment was made in terms of the provisions of Section 203 and all other applicable provisions of the Companies Act, 2013 read with the applicable Rules.

(iii) Resignation/Vacation of Office:

The tenure of office of Shri Arvind Narayanan Yennemadi and Shri Anup Sankar Bhattacharya, Non-Executive and Independent Director, will be completed at the conclusion of the ensuing 38^th Annual General Meeting of the Company. The proposal for re-appointment of Shri Arvind Narayanan Yennemadi is being placed before the members at the ensuing Annual General Meeting. Shri Anup Sankar Bhattacharya will cease to be Non-Executive and Independent

Director at conclusion of the ensuing 38^th Annual

General Meeting of the Company.

The brief profile of Shri Arvind Narayan Yennemadi is provided in Page No. 42 of this Annual Report. Notice convening the 38th AGM includes the above-mentioned proposal for re-appointment and the requisite disclosures under Section 102 of the Act, Regulation 36(3) of the SEBI Listing Regulations and Secretarial

Standard-2 on General Meetings issued by the Institute of Company Secretaries of India.

Shri Ajay Kumar Singh, Deputy Managing Director was repatriated and transferred back to Canara Bank on April 29, 2024.

After March 31, 2025, Shri Debashish Mukherjee resigned from the officeof Director with effect from May 31, 2025, due to superannuation from the service of Canara Bank.

In terms of Section 152 and all other applicable provisions of the Companies Act, 2013, and the Articles of Association of the Company, Shri Vikram Saha, Deputy Managing Director, liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The agenda relating to reappointment of Shri Vikram Saha forms part of the Notice convening the ensuing Annual General

Meeting and all other relevant information as per

Section 102 of the Act, Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India are provided in the explanatory statement. All the appointments and re-appointments of the Directors are made by the Board of Directors based on the recommendations of the Nomination Remuneration & HR Committee on ‘fitand proper' criteria and also based on the performance evaluation of the Directors. All the appointments and re-appointments mentioned above, which form part of the Notice of the ensuing Annual General Meeting of the Company, are recommended by your Directors to the members for appointment / reappointment/ approval.

The Board of Directors of your Company meet at regular intervals to discuss and decide on the

Company's performance and strategies. During the year under review, the Board met 10 (Ten) times in a year on April 29, 2024, May 18, 2024,

June 06, 2024, July 20, 2024, September 18, 2024, September 27, 2024, October 22, 2024, November 26, 2024, January 18, 2025 and March 15, 2025.

The maximum interval between any two consecutive meetings of the Board did not exceed one hundred and twenty days during the Year. Your Company has complied with all the requirements as applicable under Companies Act, 2013 and related rules, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and also the Master Direction - Non-Banking Financial Company - Housing Finance Company (Reserve Bank) Directions, 2021, in relation to the Board of Directors and the Committees of the Board.

The Board meeting details including that of various committees constituted by the Board, are made available on the Corporate Governance Report forming part of this Annual Report.

Your Company has the following 8 (Eight) Board-level Committees, which have been established in compliance with the requirements of the business and relevant provisions of applicable laws and statutes. The Committees usually meet the day before or on the day of the Board meeting, or whenever the need arises for transacting business:

Audit Committee

Nomination, Remuneration & HR Committee

Corporate Social Responsibility Committee

Stakeholders Relationship Committee

Risk Management Committee

IT Strategy Committee

Management Committee

Review Committee for classification of Wilful Defaulters

A detailed note on the composition of the Board and its Committees and other related particulars are provided in the Report of Directors on corporate governance forming part of this Annual

Report.

In terms of the provisions of rule 7 of schedule IV to the Companies Act, 2013, and SEBI LODR, one separate meeting of the independent directors excluding all other directors of the Company was also conducted on March 22, 2025. The details of Independent Directors meeting are provided in the Corporate Governance report, which forms part of this Annual Report.

24. DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(3) (c) read with Section 134(5) of the Companies Act, 2013, the Board of Directors of your Company, to the best of their knowledge, belief and ability and explanations obtained by them, confirm that:

a) In the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed and there are no material departures;

b) The Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of your Company, at the end of the financial year ended March 31, 2025 and of the profit your of Company for that period;

c) The Directors had taken proper and care for the maintenance of adequate accounting records in accordance with the provisions of the

Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;Officers Liability Insurance Policy which d) The Directors had prepared the annual accounts on an going concern basis;

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and

f) The Directors had devised proper systems to ed ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

25. DECLARATIONBYINDEPENDENTDIRECTORS:

The Board has 5 (five) independent directors as on March 31, 2025, representing diversified fields and expertise. The independent directors have submitted their declarations of independence stating that they meet the criteria of independence as required in terms of the provisions of Section 149 (7) and 149(8) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16 of the SEBI Listing Regulations, as amended from time to time. The Independent Directors also confirmed that they were not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence and that they are independent of the Management. Details of Independent Directors are provided in the appropriate section of the Corporate Governance report.

All the Independent Directors of the Company are persons of integrity, expertise and experience and have obtained certificatesfromtheInstitutenotified under Section 150(1) of the Act, either by completing the online proficiency self-assessment test or by way of exemptions from taking the tests, since they were Directors for more than 10 years from the date specified.

The Company has taken an appropriate Directors provides and indemnity in respect of liabilities incurred as a result of their office. The policy is renewed every year.

The coverage of the insurance extends to all directors of the Company including the Independent Directors.

In terms of Regulation 26(3) of the SEBI (LODR) Regulations, 2015, all the members of the Board affirm and Senior Management Personnel have compliance with the Code of Conduct of Board of Directors and Senior Management for the FY24-25.

As required under Schedule V (D) of the said Regulations, a declaration signed by the Managing Director & Chief Executive stating that the members of the Board and the Senior Management Personnel have affirmed compliance of their respective Codes of Conduct and the same is attached as Annexure-1 to Corporate Governance Report.

Your Company's capital structure as at 31^st March, 2025 is given in the below table:

During the year under review, there were no changes in the capital structure of the Company.

29. JOINT STATUTORY CENTRAL AUDITORS:

The Company's current Statutory Central Auditors M/s. Rao & Emmar, Chartered Accountants (Firm Reg. No. 003084S) and M/s V K Ladha & Associates., Chartered Accountants (Firm Reg. No. 002301C) were appointed as Joint Statutory Central Auditors of the Company to hold office for a period of three consecutive years from the conclusion of the 37^th Annual General Meeting up to the conclusion of the 40th Annual General Meeting to be held in the Financial Year 2026-27. The Auditors' appointments were made in compliance with the provisions of Section 139,

141,142 and all other applicable provisions, if any, of the Companies Act, 2013, read with Companies (Audit and auditors) Rules, 2014, and in compliance with the guidelines issued by the Reserve Bank of India (RBI), including any amendments, modifications, variations or re-enactments thereof.

The Auditors' report for the FY 2024-25 annexed to the financial statement for the year under review, does not contain any qualifications

As required under Section 204 of the Companies Act,

2013, and Rules madeof thereof, Company the Board appointed

Shri Swayambhu Viswanathan, Practicing Company Secretary (PCS), for conducting the ‘Secretarial Audit' of the Company and for submission of the Annual Secretarial Compliance Report for the financial year 2024-25. Accordingly, the Secretarial Audit for FY 2024-25 was conducted by Shri Swayambhu Viswanathan.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks.

The said report also includes the

NSE Circular No. NSE/CML/ 2023/09 dated January 25, 2023 and NSE Circular No. NSE/CML/25 dated March 29, 2023, on Standard Operating Process under SEBI (PIT) Regulations, 2015, for ensuring compliance with Structured Digital Database ("SDD"). The Secretarial Audit Report issued by the Secretarial Auditors is enclosed to the Report of Directors as

Annexure-1 in terms of Section 134(3) (f) read with Section 204(1) of the Act.

In addition to the Secretarial Audit Report, the Annual Secretarial Compliance Report has also been issued by the Secretarial Auditors as per the SEBI Circular No.CIR/CFD/CMD1/27/2019 dated February 08, 2019 and NSE Circular No.NSE/ CML/2023/30 dated April 10, 2023. The said report has also been submitted to the Stock Exchanges within the prescribed timeline. In line with the newly introduced requirements under the Listing Regulations, the Board appointed M/s. Kedarnath & Karthik, firm of Company Secretaries FRN-P2023KR098600) as the Secretarial Auditors of the Company for conducting Secretarial Audit of the Company and for submission of the Annual Secretarial Compliance Report for a period of five consecutive years, commencing from FY 2025-26 to FY 2029-30, subject to the approval of the Shareholders at the ensuing AGM. Necessary disclosures relating to proposed appointment are included in Notice of 38^th AGM.

Your Company is not required to maintain cost accounting records as specified under Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014.

All related party transactions that were entered with your Company, during the financial year under review were on arm's length basis and were in the ordinary course of the business. In terms of the Act, there were no materially significant related party transactions entered into by your Company with its Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflictwith the interest of your Company at large, except as stated in the Financial Statements. As per the policy on Related Party Transactions as approved by the Board of Directors, your Company has entered into related party transactions based upon the omnibus approval granted by or to the

Board of Directors on the recommendation of the

Audit Committee of your Company. On quarterly basis, the Audit Committee reviews such transactions, for which such omnibus approval was given. The policy on Related Party Transactions was revised during the year in view of amendments in applicable rules.

As per the SEBI Listing Regulations, if any Related Party Transactions (‘RPT') exceeds RS1,000 Crore or

10% of the annual consolidated turnover as per the last audited financial statement whichever is lower, would be considered as material and would require Members' approval. The Management of the Company has provided the Audit Committee (the "Committee") with the relevant details (as required under the Industry Standards) about the proposed RPTs including rationale, material terms, justification as to why the proposed RPT(s) are in the interest of the Company and the basis of pricing. The Committee has reviewed and taken note of the certificate placed before it by the Promoter Director and the Chief Financial Officer (CFO) of the Company, confirming that the proposed RPT(s) are not prejudicial to the interest of public shareholders and nor are the terms and conditions of the proposed

RPT(s) unfavorable to the Company, compared to terms and conditions, had the Company executed similar transaction(s) with an unrelated party. After considering the details on RPT(s) as placed by the Management, the Committee has granted approval for both material and non-material related party transactions proposed for the financial year 2025-26 with the related parties and recommended the board, the material Related Party Transactions proposed with Canara Bank aggregating up to the amount of RS5504 Crore for the FY 2025-26 for their approval. Accordingly, the Board at its meeting held on June

25, 2025, has considered and approved the proposed material related party transactions and recommended the same for approval of Shareholders.

The Audit Committee and the Board have noted that the said transactions will be on an arm's length basis and in the ordinary course of business of the Company. Further, the Committee and the Board has confirmed that the relevant disclosures for decision making of the Committee were placed before it and, while approving the RPT(s), the Committee has determined that the promoter(s) will not benefit from the proposed RPT(s) at the expense of public shareholders.

Further, the Company may have to enter into transactions with the Canara Bank like payment of arranger's fees in respect of CP / NCDs, guarantee fees, transactions with or any such transactions which cannot be foreseen at present. Accordingly, on the recommendations of the Committee, Omnibus approval is sought from the shareholders of the

Company to execute such transactions, subject to their value not exceeding RS1 Crore per transaction upto a maximum ceiling of RS2 Crore.

The particulars of contracts or arrangements with the ‘Related Parties' referred to in sub-section (1) of Section 188 of the Act, are furnished in Note No. 44 of the Notes forming part of the financial statements for FY 2024-25, forming a part of the Annual Report. The particulars of Related Party Transactions as required u/s Sec 134(3) (h) in the prescribed format (AOC-2) is attached to this Report as Annexure-3. The policy on Related Party Transactions as amended and approved by the Board of Directors, is accessible on your Company's website at https://www. canfinhomes.com/Policies_and_Codes

Your Company's Risk Management architecture includes, Asset Liability Committee (ALCO) headed by MD&CEO of the Company, which reviews ALM, LCR / Liquidity, Investment decisions, borrowing position &

Collateral Management, Interest rate policy Annual rate fixation, revision in ROIs, decisions regarding Front end fees, Yield, Cost of funds etc., to ensure adherence to the risk tolerance / limits set by the Board/ Regulator and to achieve the targeted levels of growth. ALCO support group consisting of Officers/ Managers different MISfromfunctionaldepartmentsprepares and shares with the ALCO members for discussions and deliberations in ALCO. Investment Committee reviews the investments made by the Company with respect to market price of the investments made, renewal or fresh investments required etc., and the investment are made mainly in G-secs, for LCR/SLR purposes.

Risk Management Committee of Executives (RMCE) consisting of functional Heads reviews the policies, products and the overall risk profile and risk rating of the company and Systems and Procedures Committee (S&P) consisting of functional Heads reviews the process, gaps and approves Standard Operating Procedure / any changes required to improve the process and controls. Risk Management Committee of Board (RMCB) reviews and evaluates the overall risks faced by the Company, based on thecertification by the Company's top management and apprises the Board for further directions. The Company has Board approved Risk Management Policy, Liquidity Management Policy including Contingency Funding Plan (CFP) and ALM Policy and well-defined architecture to promote the short- Offices and term resilience and to strengthen the overall risk management and Liquidity Risk profile of the Company. The Risk Management Policy of the Company was last reviewed and approved by the Board in 259^th Board meeting held on 15/03/2025. of the Stress testing on Credit Risk, Interest Rate Risk and Liquidity Risk, Risk Profiling and Risk Company and ICAAP assessment are being done on quarterly basis to monitor, measure and mitigate the potential risks and necessary controls / changes in policies and procedures are being implemented, as required.

Details regarding the above are covered in the management discussion and analysis classified thesereportaccountswhich forms part of this Annual Report. In terms of Section 134(3)(n) of the Act, your Directors wish to state that your Company has adhered to the Risk Management Policy.

Your Company has strengthened the existing internal control systems by introducing measures for minimising operational risks commensurate with the nature of its business and size of operations by reviews at periodical intervals. Further, your Company has reviewed delegation of authorities and streamlined standard operating procedures for all areas of its business, operations, functions, strengthened the Offsite Transaction Monitoring System (OTMS) to track transactions, early-warning signals across all branches by introducing innovative monitoring tools. The National Housing Bank conducts inspection of your Company on an annual basis. During the year, the NHB conducted regular inspection of your Company between September 02, 2024 to September 20, 2024 for the position as at March 31, 2024. The Report has been received and the Company has sent a reply within the prescribed time. The compliance on the observations was reviewed by the Audit Committee and the Board. The Audit Committee independently meets the RBIA Head and Chief Compliance Officer without the presence of management.

Your Company has also put in place a well-defined policy on Risk Based Internal Audit (RBIA) and as per the said policy,202branches,Regd.Office, 6 Zonal CPC were audited in the FY 2024-25.

During the year, 27 loan accounts pertaining to 4 branches, amounting to RS3.996 Crores have been reported as fraudulent. Further, during the year, incidence of anomalies in accounting transaction in Trichy branch by the amounting to RS0.453 Crores have been reported as rating of fraud. Altogether, during the year, aggregate amount the of RS4.449 Crores has been reported as fraud and has been reported to the authorities / regulators by the statutory auditors and secretarial auditors. The company has taken appropriate remedial actions to avoid future occurrences of fraudulent activities by tightening reporting and internal control system. as The Company has Non-performing assets and made 100% provision in line with regulatory guidelines. The Audit Committee reviews the audit reports / remarks / observations and replies / compliances including the compliance of KYC norms. Information System Audit of your Company for review period August 01, 2023 to July 31, 2024 was conducted by Canara Bank between 31/08/2024 to 03/09/2024. The compliance of the observations was reviewed by the Audit Committee and the Board. Canara Bank had conducted Management Audit during August - 2024 for the review period August 01, 2023 to July 31, 2024.

During the year, the Board at its Meeting held on September 18, 2024 approved the appointment of new RTA i.e., Integrated Registry Management Services Private limited in compliance with SEBI

(LODR) Regulations, 2015, and other applicable laws.

Therefore, the Registrar and Share Transfer Agent

(RTA) of the Company was changed from "Canbank

Computer Services limited" to "Integrated Registry Management Services Private limited" effectivefrom November 04, 2024. Since then all works pertaining to shares held in both physical as well as shares held in the electronic (demat) form is being handled by Integrated Registry Management Services Private limited. The details of new RTA is given below:

Integrated Registry Management Services Private Limited

No. 30, Ramana Residency, 4th Cross,

Sampige Road, Malleswaram,

Bengaluru - 560003 Contact No.: 080-2346 0815 818 E-mail ID: irg@integratedindia.in Website: www.integratedindia.in SEBI Reg. No: INR000000544

The Company, being a HFC registered with the NHB and engaged in the business of providing loans in ordinary course of its business, is exempt from complying with the provisions of Section 186 of the Companies Act, 2013, with respect to loans. Accordingly, the Company is exempted from complying with the requirements to disclose in the statement the full particulars of the loans given, investment made, guarantee given, or security provided.

In terms of Regulation 34(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report details are separately disclosed and forms part of this Annual Report.

The Nomination, Remuneration and HR Policy of your Company empowers the Nomination and Remuneration Committee to formulate a process for effective evaluation of the performance of Individual Directors, Committees of the Board and the Board as a whole.

The Board of Directors formally assess their own performance based on parameters which, inter-alia, include performance of the Board on deciding long-term strategies, rating the composition and mix of Board members, discharging of governance and fiduciary duties, handling critical and dissenting suggestions, etc.

The parameters for performance evaluation of the

Directors include contributions made at the Board meeting, attendance, industry experience, business operations, domain knowledge, vision, strategy, engagement with senior management etc.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (LODR) Regulations,

2015, the Board of Directors has carried out an annual performance evaluation of its own performance, that of its Committees and Individual Directors. The evaluation was conducted on the basis of a structured questionnaire considering various criteria such as composition, strategic inputs, risk oversight, decision-making quality and engagement.

The feedback was collected and reviewed by the Independent Directors and shared with the Board.

The outcome of the evaluation was discussed and it was noted that the Board as a whole, its Committees and Individual Directors continue to function effectively and contribute meaningfully to the Company's governance and growth.

Based on the outcome of the performance evaluation exercise, areas for further development are identified for the Board to engage itself with; and the same would be acted upon. The details of the evaluation process are set out in the Corporate Governance Report, which forms a part of this Annual Report.

Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with Section 177(10) of the Companies Act, 2013 ("Act") and Regulations 22 of the Listing Regulations your Company has adopted a Vigil Mechanism Framework ("Framework"). The Audit Committee shall oversee the Vigil Mechanism through the Committee and if any of the members of the Committeehaveconflictof interest in a given case, they should rescue themselves and the others Committee members would deal with the matter on hand.

The objective of the Framework is to establish a redressal forum, which addresses all concerns raised on questionable practices and through which the Directors and employees can raise actual or suspected violations.

Following are the details of the complaints received by your Company during FY 2024-25:

The Whistle blower policy framed by your Company is in compliance with requirement of the Act and available on the website https://www.canfinhomes. com/Policies_and_Codes.

As required under the Companies Act, 2013, Regulation 34 read with Schedule V of the SEBI

(LODR) Regulations, 2015 and RBI Master Directions for HFCs, 2021, the ‘Report of Directors on corporate governance' for the year FY 2024- 25 formed part of this Annual Report.

The said Report covers in detail the Corporate Governance Philosophy of the Company, Board Diversity, Directors appointment and remuneration, declaration by Independent Directors, Board Evaluation, Familiarization Programme, Vigil Mechanism, etc. The Auditors' Certificate on Corporate Governance is provided with this report.

As per SEBI (LODR) Regulations, 2015, with effect from the financial year 2022-23, the top-1000 listed entities (based on market capitalization) shall mandatorily submit a Business Responsibility and Sustainability Report (BRSR) describing the initiatives taken by them from an environmental, social and governance (ESG) perspective, in the format as specified by SEBI from time to time. In compliance with the said Regulations, the BRSR for FY 2024-25 is provided as a part of this Report as Annexure-6.

Your Company has adopted a policy relating to appointment of Directors, payment of managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178 (3) of the Companies Act, 2013.

The Nomination, Remuneration and HR Policy is uploaded on the website of your Company, and is accessible at https://www.canfinhomes.com/Policies_ and_Codes.

In terms of Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the disclosures with respect to the remuneration of Directors, Key Managerial Personnel and employees of the Company have been provided in Annexure 7 to this Board's Report.

The equity shares of the Company continued to be listed on the BSE Limited (BSE), and the National Stock Exchange of India Ltd. (NSE). The NCDs issued on private placement are listed on NSE. Further, the Company has listed its Commercial Papers (CPs) on BSE Limited.

Pursuant to Section 205 of the Companies Act, 2013, the Company complies with the applicable Secretarial Standards as mandated by the Institute of Company Secretaries of India (‘ICSI') to ensure compliance with applicable provisions read together with the relevant circulars issued by MCA.

The Company has always extended its support to the save green efforts mooted by the Ministry of Corporate Affairs usage by increasing data storage digitally, dispatch of Certificates/ information by way of mail to the customers, utilization of solar energy to light the branches and for computer operations, are few of our initiatives in this direction.

As in the previous years, the Company continues to publish only the statutory disclosures in the print version of the Annual Report. Electronic copies of the Annual Report, Annual General Meeting Notices and such other notices are being sent by e-mail to all members whose e-mail addresses are registered with the Company/ RTA / Depository participants (DP). Further, in compliance with MCA circulars, the Company had been sending Notices for the general meetings and postal ballot only through e-mails to the addresses registered by the members with the Company / RTA/ DP and the general meetings have been conducted through VC / OAVM facility and e-voting facilities had been provided for remote e-voting as well as voting during the general meetings.

Hard copies of the said documents were sent to only those members and holders of securities / persons who were eligible to receive the same and who had requested for the same as prescribed under provisions of Companies Act and the SEBI LODR Regulations. The Company has been discharging its Corporate Social Responsibility diligently and has extended its support towards green initiatives and details are covered in para 14 of this report.

The Company's outlook for FY2025-26 centers on achieving a stable and qualitative growth through ethical business practices, whilst prioritizing asset quality, profitability, liquidity, and increasing integration of technology.

Expansion in Bharat's Markets: A key strategy involves expanding into semi-urban and developing cities (Tier II and Tier III) to enhance access to affordable credit for underserved communities. The Company will strategically extend credit to salaried individuals, and selectively to self-employed and non-professional borrowers within safe geographic regions, with a particular emphasis on affordable and mid-segment housing. With Government emphasis and (MCA), Government of India. Minimising paper increasing demand in smaller towns, Company focus on the affordable housing segment positions it well for sustained growth.

Improved Efficiency:The company expects improved operational efficiencies and better management of credit costs to support its earnings profile and strengthening our collection mechanism.

Focus on Specific Segments:

A significantportion of Can Fin Homes' loan book is towards the relatively lower-risk salaried and professional segment, which helps maintain asset quality. Increasing Exposure to Self-Employed Non-Professional (SENP) and Loan Against Property (LAP) which offers higher yields and are expected to support margins. High Credit Ratings: The company has consistently received high credit ratings, such as AAA/Stable from CARE and AAA / Stable from ICRA. These ratings indicate a very low credit risk and a stable outlook, reflecting the company's strong financial position and ability to meet its obligations. The Instrument wise credit rating details are provided in "General information to Shareholder" forming part of Annual

Report.

Approved Project Financing: The company is focusing on fast tracking the approval of loans under approved project financing (APF) which will catalyse its growth in FY26.

Geographical Diversification: While Southern states of the Country currently dominates its loan book, the Company is strategically diversifying its geographical presence to other parts of the country. To give an impetus to the same, the Company has commenced its operations across multiple locations in East, North and West Zones, during FY24-25.

Growth in Loan Portfolio: The company's loan portfolio has shown strong year-on-year growth, driven by segments like home loans and builder loans.

The increasing share of retail loans is also a positive indicator.

Strong Parentage: The strong parentage of Canara Bank provides the company managerial guidance, a shared brand name and full support for funding. The outlook for the company appears optimistic, supported by its strong parentage, high credit ratings, improving financial performance, and growth in its loan portfolio. The company's focus on diverse segments, including affordable housing and mortgage loans, positions it well to capitalize on the growing demand in the Indian real estate market.

Your Company has not received any Award and Recognition during the financial year.

Your Directors would like to thank Canara Bank, the promoter, for their continuous support. Your Directors would like to acknowledge the role of all its stakeholders viz., shareholders, debenture holders, CP holders, depositors, bankers, borrowers, arrangers, insurance partners, Statutory and Branch

Auditors, Secretarial Auditors, panel advocates, panel valuers, agents and all others for their continuous support to your Company and the confidence and faith that they have always reposed.

Your Directors acknowledge and appreciate the guidance and support extended by all the Regulatory authorities including National Housing Bank (NHB), Reserve Bank of India (RBI), Insurance Regulatory and Development Authority of India (IRDAI), Securities Exchange Board of India (SEBI), Ministry of Corporate Affairs (MCA), Registrar of Companies, Karnataka, Stock Exchanges, NSDL and CDSL. Your Directors thank the Rating Agencies, viz. ICRA, CARE, India Ratings & Research Ltd., (FITCH), the Registrars & Share Transfer Agents, Debenture Trustees and Trustees of public deposits of your Company, Government(s), local/ statutory authorities, and all others for their whole-hearted support during the year and look forward to their continued support in the years ahead.

Your Directors value the professionalism of all the employees who have proved themselves in a challenging environment and whose efforts have stood the Company in good stead and taken it to present level.

For and on behalf of the Board of Directors

Sd/-

Place : Bengaluru Chairman Date : June 25, 2025 (DIN-08607009)