India Home Loans Ltd

Dear Members,

Your Directors have pleasure in presenting the Thirty Fourth Annual Report on the performance of the Company together with the audited financial statements forthe . year ended March 31, 2024

FINANCIAL RESULTS

The financial performance of your Company for the year ended March 31, 2024 as compared to the previous financial year is summarized below:

AMOUNT TRANSFERRED TO RESERVES

During the year under review, the Company has not transferred any amount to the General Reserves.

CAPITAL ADEQUACY RATIO (CAR)

The Company has been maintaining the Capital Adequacy Ratio (CAR) above the minimum required level as prescribed by National Housing Bank (NHB) / Reserve Bank of India (RBI) from time to time.

NATURE OF BUSINESS AND FINANCIAL PERFORMANCE

The Company is a housing finance company registered with National Hosing Bank of India. It primarily offers retail home loan products in the affordable housing segment. Loans are offered to customers for purchase, construction as well as extension of houses. During the year under review, the Company has achieved total revenue of Rs. 1,21,123.07/- thousands with a Profit after Tax of Rs. (34,446.29) thousand as against the total revenue of Rs. 2,31,874.83 thousand and profit after tax of Rs. 6,054.92 thousand earned in previous year.

REVIEW OF OPERATIONS

The Net NPA of the Company as on 31st March 2024 is 2.61%. The company has disbursed 12 loan proposals during this year amounting to Rs. 4,595 Thousand. The total loan portfolio as on 31st March 2024 stands at Rs. 5,83,987.23 Thousand.

CHANGE IN THE NATURE OF BUSINESS (IF ANY)

There were no fundamental changes in the business of the Company during the Financial Year ended March 31, 2024.

CREDIT RATINGS

As on the date of this report, the Company had received a letter on June 27, 2023 from Informatics Rating ("Credit Rating Agency"), in relation to the revision in the Credit Rating assigned to the Long term fund based bank facility term loan from IVR D to IVR D/ Issuer not cooperating and for Non-Convertible Debentures from IVR C to IVR D/ Issuer not cooperating). However, the Company has not accepted the above rating and is under formal discussions with the agency for revision in rating.

SHARE CAPITAL

As on 31st March 2024, The Authorised share capital of the Company is Rs. 25,00,00,000 (Rupees Twenty-Five Crore) and the Subscribed and Paid up share capital of the Company is Rs. 14,28,17,550 (Rupees Fourteen crores twenty-eight lakhs seventeen thousand five hundred and fifty only) divided into 1,42,81,755 equity shares of face value of Rs. 10/-. During the year, your

Company has not issued any shares or convertible securities

DIVIDEND

The Board of Directors has not recommended any dividend for the financial year 2023-24.

TRANSFER TO IEPF

Pursuant to the provisions of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("The Rules"), dividends remaining unclaimed or unpaid for a period of seven years from the date of declaration are to be transferred to the Investor Education and Protection Fund (IEPF) Authority.

There was no amount due to be transferred to the IEPF account in Financial year 2023-24.

DEPOSITS

During the year under review, the Company has neither invited nor accepted any deposits from the public within the meaning of

Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

MAINTAINENCE OF COST RECORDS & COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

SUBSIDIARY/JOINT VENTURES/ ASSOCIATES COMPANIES

The Company does not have any subsidiary/joint venture or associate Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Ms. Archana Chirawawala and Mr. Chahan Vora were appointed as an Independent Director at the Extra-Ordinary General Meeting of the Company held on 8^th May 2023 and 15th March 2024 respectively, to hold office for a first term of five consecutive years with effect from 9th February 2023 and 26th December 2023, respectively.

During the year 2023-24, Mr. Govinder Singh Chairman & Independent Director of the Company resigned with effect from 12^th June 2023 due to personal reasons and Mrs. Shakuntala Bharat Merchant completed her first term of five consecutive years as Independent Director and ceased to be a member on the Board of the Company with effect from 27th September 2023.

Further, Mr. Nitesh Jain, Chief Financial Officer resigned with effect from 12 th June 2023 and Mr. Maulesh Popat was appointed as the Chief Financial Officer of the Company with effect from 9th August 2023. Ms. Shilpa Katare, Company Secretary of the Company resigned with effect from 12th July 2024.

Mr. Mahesh Pujara, Managing Director and Mr. Mitesh Pujara, Whole-time Director of the Company were re-appointed for three years at the Annual General Meeting of the Company held on 30th September 2023.

Pursuant to the provisions of Section 149 of the Companies Act, 2013, all the Independent Directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149 (6) of the Act along with Rules framed thereunder and Regulation 16(1) (b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). There has been no change in the circumstances affecting their status as independent directors of the Company.

The Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs, Manesar (‘IICA') as required under Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, Mr. Mahesh Shah, Ms. Archana Chirawawala and Mr. Chahan Vora possess requisite expertise, integrity and experience.

Mr. Mitesh M. Pujara, Whole-time Director, who though not liable to retire by rotation is retiring by rotation to enable compliance by the Company with the provisions of Section 152 of the Companies Act, 2013.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2024 were: Mr. Mahesh N. Pujara, Managing Director, Mr. Mitesh M. Pujara, Whole-time Director, Mr. Maulesh Popat, Chief Financial Officer and Ms. Shilpa Katare, Company Secretary and Compliance Officer.

BOARD MEETINGS

During the year 2023-24, 6 (Six) meetings of the Board of Directors were held on May 29, 2023, August 09, 2023, September 4, 2023, November 06, 2023, December 26, 2024 and February 14, 2024. Details about the Board meetings are given in report on Corporate Governance which forms part of this Annual Report.

The maximum interval between any two meetings did not exceed 120 days.

BOARD COMMITTEES

The Board currently has 3 (Three) committees, namely, Audit Committee, Nomination and Remuneration Committee, Stakeholders' Relationship Committee. Further, as per the provisions of Master Direction Non-Banking Financial Company Housing Finance Company (Reserve Bank) Directions, 2021, the Company constituted Risk Management Committee, Asset and Liability Management Committee and IT Strategy Committee.

Details of the Committees including the charter, composition and meetings held during the year, are provided in the Corporate

Governance Report which forms part of this Annual Report.

BOARD EVALUATION

The Board of Directors have carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Companies Act 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI Circular SEBI/HO/CFD/CMD/CIR/P/2017/004 dated January 5, 2017.

The performance of the Board was evaluated on the basis of a structured questionnaire comprising of evaluation criteria forming part of the policy and after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are based on the Guidance Note dated on Board Evaluation issued by the Securities and Exchange Board of

India.

In a separate meeting of independent directors dated February 14, 2024 performance of non-independent directors, the board as a whole and the Chairman of the Company were evaluated, taking into account the views of executive and non-executive directors.

The Board reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

POLICIES ON APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION

Pursuant to sub-section (3) of Section 178 of the Act and Regulation 19(4) of the SEBI (LODR) Regulations, 2015, the Board has formulated Policies on Directors' appointment and remuneration. This Policy includes criteria for selection of Directors, determining independence of their qualifications, Directors, evaluation process for performance of

Directors, key evaluation criteria and other matters.

In accordance with the applicable provisions of the Act and the Listing Regulations, these Policies are uploaded on the website of the Company, viz., https://indiahomeloan.co.in/investors.htm.

CORPORATE SOCIAL RESPONSIBILITY

During the year under review, the provisions of Section 135 read with Schedule VII of the Companies Act, 2013, the CSR provisions were not applicable to the Company.

CORPORATE GOVERNANCE

The Company's Corporate Governance Report for the year under review,formspartofthisAnnualReport.Acertificatefrom

M/s. D.A. Kamat & Co., Practicing Company Secretaries regarding compliance with the conditions of Corporate Governance as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "SEBI Listing Regulations"), is annexed to Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the SEBI (LODR) Regulations, 2015 read with Schedule V of SEBI Listing Regulations, the

Management Discussion and Analysis Report for the year provides a comprehensive analysis of the Company's performance, growth and outlook of the Company and its business which forms part of this Report.

STATUTORY AUDITOR

M/s. H. K. Shah & Co., Chartered Accountants (Firm Registration No. 109583W) were appointed as the Statutory Auditor of the Company to hold office for a term of five years from the conclusion of the Thirty Second Annual General Meeting held on 30^th September 2022, until the conclusion of the Thirty Seventh Annual General Meeting of the Company.

STATUTORY AUDITORS' REPORT

The Statutory Auditors of the Company, M/s. H. K. Shah & Co., Chartered Accountants issued an Audit Report with modified opinion on the Audited Financial Results of the Company for the financial year ended March 31, 2024 containing the below mentioned qualifications:

1. The process of removing name of Banks, of which the loans were repaid, from MCA Portal is pending as informed to us.

Management's Reply: The Company is following up with Bank to obtain no due certificate

2. The company is in the process of implementation of an NBFC industry-specific ERP software which is yet to be implemented for strengthening the internal controls.

Management's Reply: Company is in the final stage to customize design & implementation of the Omnifin software. The desired results, such as the automation of all financial and non-financial tasks, have taken a few months to

FRAUD REPORTING

During the year, the statutory auditors have not reported to the Audit Committee any material fraud on your Company by its officers or employees under Section 143(12) of the Companies Act, 2013, the details of which need to be provided in this report.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. D. A. Kamat & Co., Practicing Company Secretaries, to conduct Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR-3 for the financial March 31, 2024 is enclosed as Annexure I to this report. There are no qualifications,reservations or adverse remarks made by the Secretarial Auditor in the report. However, the auditor has highlighted that the agendas for the Board and Committee Meetings held on August 9, 2023, and November 6, 2023, were distributed less than 7 days prior to the meetings. The Company inadvertently failed to mention that the meeting was called at shorter notice in the minutes of the meeting.

During the year under review, the Secretarial Auditor has not reported any fraud under Section 143(12) of the Act and therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable.

SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

INSPECTION BY NATIONAL HOUSING BANK (NHB)

NHB under section 34 of the NHB Act, 1987, carries out inspection of HFCs. NHB conducted comprehensive inspection of few branches of IHLL and also inspected IHLL's lending, resource raising and accounting activities apart from the compliances with the Prudential Guidelines.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR OTHERS

There are no significant and material orders passed during the year by regulators or courts or tribunals concern status and Company's operations in future

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION

In accordance with the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules, are appended to this Report as Annexure II.

During the year under review, none of the employees were in receipt of remuneration of Rs.102 lakhs or more per annum or

Rs.8.50 lakhs or more per month. Accordingly, the information regarding employee remuneration as required pursuant to Rule

5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company.

RISK MANAGEMENT

The Board of Directors of the Company have formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified are systematically addressed through mitigating actions on a continuing basis.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a vigil mechanism to provide a framework to promote responsible and secure whistle blowing and to provide a channel to the employee(s) and Director(s) to report to the management, concerns about unethical behaviour, actual or suspected fraud or violation of the code of conduct or policies of the Company, as adopted/framed from time to time. The mechanism provides for adequate safeguards against victimisation of employees and Directors to avail of the mechanism and also provide for direct access to the Chairperson of the Audit Committee in exceptional cases.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

The Internal Auditor monitors and evaluates the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company.

Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby and recommendations along with corrective actions thereon are presented strengthenthecontrols. Significant to Board.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year under review, the transactions entered into by the Company with related parties as defined under the Act and SEBI Listing Regulations, were in the ordinary course of business and on an arm's length basis.

Pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, there are no related party transactions that are required to be reported under Section 188(1) of the Act, as prescribed in Form AOC-2.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Since the Company is registered with National Housing Bank as a Housing Finance Company, the disclosures regarding particulars of the loans given, guarantees given and securities provided is exempt under the provisions of Section 186 (11) of the Companies Act, 2013.

As regards investment made by the Company, the details of the same are provided under Note no. 4 & 5 forming part of Financial Statements of the Company for the year ended March 31, 2024

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

During the year under review, there were no material changes and commitments affecting the financial position of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS:

There are no orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

The relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as prescribed under section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, are set out herein below:

a) Conservation of Energy

Your Company being a Housing Finance Company, its activities are not energy intensive. However, your Company has taken adequate measures for conservation of energy, wherever required.

b) Technology Absorption

Your Company being a Housing Finance Company, its activities .significanttechnology do not require adoption of any

However, the Company has implemented various information technology tools to efficiently monitor its operations.

c) Foreign Exchange

During the year under review there were no Foreign Exchange Earnings & the Foreign Exchange outgo is NIL.

ANNUAL RETURN

Pursuant to the Section 134 (3) (a) of the Companies Act, 2013, the Annual Return shall be available on the website of the company viz. www.indiahomeloan.co.in.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a Policy on Prevention against Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee

(ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has not received any complaint under this policy during the financial year 2023-24.

DISCLOSURE OF PROCEEDINGS PENDING OR APPLICATION MADE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

No application was made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

DISCLOSURE OF REASON FOR DIFFERENCE BETWEEN VALUATION DONE AT THE TIME OF TAKING LOAN FROM BANK AND AT THE TIME OF ONE TIME SETTLEMENT

There was no instance of onetime settlement with any Bank or Financial Institution.

DECLARATION BY MANAGING DIRECTOR & CEO

Based on the declarations received from the Directors & Senior Management for the compliance of "Code of Conduct for Directors and Senior Management" as approved by the Board of the Company, MD & CEO hereby declares that all the Directors and Senior Management have complied with the said Code of Conduct for Directors & Senior Management for F.Y. 2023-24 and said code of conduct is available on the website of the Company at http://admin.indiahomeloan.co.in/file_uploads/Code-of-Conduct-for Directors-and-Senior-ManagementPersonnel.PDF.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

a) in the preparation of the annual accounts for the year ended 31st March 2024, the applicable accounting standards have been followed and there are no material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2024 and of the profit of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CAUTIONARY STATEMENT

Certain statements in the Directors' Report describing the Company's objectives, projections, estimates, expectations or predictions may be forward-looking statements within the meaning of applicable securities laws and regulations. Actual results could differ from those expressed or implied.

APPRECIATION AND ACKNOWLEDGEMENT

The Directors would like to thank all shareholders, the Ministry of Corporate Affairs, the Securities and Exchange Board of India, the Government of India, National Housing Bank and other Regulatory Authorities, the BSE Limited, Bankers, Members, Customers, associates and Employees of the Company for their continued support and trust. Your Directors would like to express deep appreciation for the commitment shown by the employees in supporting the Company in achieving continued robust performance on all fronts.