RESERVES

As required u/s 29C of the National Housing Bank Act, 1987 for Housing Finance Companies, the Company is required to transfer 20% of profit to statutory reserves. Since the company has incurred loss during the financial year ended 31st March 2023, the sameis not applicable.

DIVIDEND

During the year under review, the Board had not declared any interim dividend. Further, the Board do not recommend any final dividend for the financial year ended 31stMarch 2023 .

SHARE CAPITAL Authorized Share Capital

During the financial year under review, the Authorized Share Capital of the Company stood at Rs. 2,60,90,39,00,240/- (Rupees Twenty Six Thousand Ninety Crores Thirty Nine Lakhs Two Hundred and Forty) divided into: (a) 25,84,03,90,024 (Two Thousand Five Hundred Eighty Four Crores Three Lakhs Ninety Thousand and Twenty Four) Equity Shares of Rs 10 (Rupees Ten) each; and (b) 25,00,000 (Twenty Five Lakhs) Non-Convertible Redeemable Cumulative Preference Shares of Rs. 1,000 (Rupees One Thousand) each.

Issued, Subscribedand Paid -up Share Capital (a) Equity Share Capital

The total issued, subscribed and paid-up equity share capital of the Company as on 31st March 2023, stood at Rs. 2,13,64,69,17,510 (Rupees Twenty One Thousand Three Hundred and Sixty Four Crores Sixty Nine Lakhs Seventeen Thousand Five Hundred and Ten) divided into 21,36,46,91,751 (Two Thousand One Hundred Thirty Six Crores Forty Six Lakhs Ninety One Thousand Seven Hundred Fifty One) equity shares of Rs. 10 (Rupees Ten) each. (b) Preference Share Capital- No preference shares have been issued by the Company so far. SUBSIDIARIES, JOINT VENTURESAND ASSOCIATE COMPANIES

The Company is a wholly owned subsidiary of Piramal Enterprises Limited. As on 31st March 2023, the Company has seven wholly owned subsidiaries viz., DHFL Advisory & Investments Private Limited, DHFL Investments Limited, DHFL Holdings Limited, DHFL Changing Lives Foundation, Piramal Payment Services Limited (Incorporated on 29th April 2022), Piramal Finance Sales and Service Private Limited (w.e.f 22nd September 2022) and PRL Agastya Private Limited (w.e.f 13th December 2022). It has one joint venture company called Pramerica Life Insurance Limited (formerly known as DHFL Pramerica Life Insurance Company Limited) and one associate company called DHFL Ventures Trustee Company Private Limited.

FINANCIAL DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (‘the Act'), statement containing salient features of the financial statements of subsidiaries, joint venture and associate companies in Form AOC-1 is attached to the financial statements. The separate financial statements of the subsidiaries are available on the website of the Company and can be accessed athttps://www.piramalfinance.com/

SIGNIFICANT EVENT DURING THE YEAR ENDED 31st MARCH 2023, IF ANY:

(i ) During the year, the Company has formed a new wholly owned subsidiary company in the name of ‘Piramal Payment Services Limited'.

(ii) During the year, the Company has acquired: a. ‘Piramal Finance Sales and Service Private Limited' (wholly owned subsidiary Company) from Piramal Enterprises Limited (Holding Company). b. ‘PRL Agastya Private Limited' (wholly owned subsidiary company) from PRL

Developers Private Limited (Group Company).

OPERATIONAL REVIEW

Financial performance for FY 2022-23 is summarised in the following table: Standalone:

Consolidated:

DEPOSITS FROM PUBLIC

The Company is registered as a Non-Deposit taking Housing Finance Company. Therefore, the Company did not hold any public deposits nor has accepted any public deposit during the year under review.

STATUTORY AUDITORSAND AUDITORS' REPORT

The Auditors Report does not contain any qualification, reservation or adverse remark on the financial statements for the year ended 31st March 2023. The notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. Further, there were no fraud reported by the auditors under Section 143(12) of the Act, therefore no comment by the Board thereon is required. In terms of Section 139(2) of the Act, M/s. Walker Chandiok & Co LLP, Chartered Accountants, (Firm Registration No. 001076N/N500013) hold office as one of the joint Statutory Auditors of the Company for a period of three consecutive years to hold office from 2nd December 2021 until the conclusion of the 40th Annual General Meeting of the Company to be held in year 2024 and M/s. T R Chadha & Co. LLP (Firm Registration No. 006711N/ N500028), Chartered Accountants hold office as a joint Statutory Auditors of the Company for a period of three consecutive years from the conclusion of the 38thAGM held in 2022 until the conclusion of the 41st AGM of the Company to be held in year 2025. In terms of Sections 139 and 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. Walker Chandiok & Co. LLP and M/s. T R Chadha & Co. LLP have certified that they are eligible to continue as Statutory Auditors of the Company.

CORPORATE SOCIAL RESPONSIBILITY

The annual report on Corporate Social Responsibility (‘CSR') containing, details of CSR Policy, composition of CSR Committee, CSR projects undertaken and web-link thereto on the website of the Company, as required under Companies (Corporate Social Responsibility Policy) Rules, 2014, is set out in Annexure 1 of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING / OUTGO

Since the Company is engaged in financial services activities, its operations are not energy intensive nor does it require adoption of specific technology and hence information in terms of Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 is not provided in this Board's Report. The foreign exchange earnings for financial year ended 31st March 2023 is reported as nil and the foreign exchange outgo during the year in terms of actual outflows is Rs. 560 Lakhs.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return (Form MGT-7) as on 31st March 2023 is available on the Company's website at https://www.piramalfinance.com/.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

BOARD EVALUATION

Evaluation of performance of all Directors is undertaken annually. The Company has implemented a system of evaluating performance of the Board of Directors and of its Committees and the Non-Executive Directors on the basis of a structured questionnaire which comprises evaluation criteria taking into consideration various performance related aspects. The performance of the Executive Director is evaluated on the basis of achievement of their Key Result Area.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year, six Board Meetings were convened and held, details of which are given in the Report on Corporate Governance forming part of the Annual Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

The Company has established a Vigil Mechanism, which includes a Whistle-Blower Policy, for its directors, employees, customers and general public to provide a framework to facilitate responsible and secure reporting of concerns of unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct & Ethics. The details of establishment of Vigil Mechanism/Whistle-Blower Policy are posted on the website of the Company and can be accessed at https://www.piramalfinance.com/stakeholders/policies. No director/employee has been denied access to the Audit Committee.

AUDIT COMMITTEE

The Company earlier had a combined Audit & Risk Management Committee which discharged functions of both the Committees. During the year under review, the Audit & Risk Management Committee was re-constituted and the nomenclature was changed to Audit Committee and a separate Risk Management Committee ('RMC') of the Board was constituted, thereby segregating the functions of both the Committees and further details of Audit Committee and RMC are given in the Report on Corporate Governance forming part of this Annual Report.

NOMINATION AND REMUNERATION POLICIES

The Board has approved a Policy which lays down a framework for selection and appointment of Directors and Senior Management and for determining qualifications, positive attributes and independence of Directors. The Board has also approved a Policy relating to remuneration of Directors, Key Managerial Personnel and other Employee. Details of the Nomination Policy and the Remuneration Policy are given in Annexure 2 to this Report and is available on the website of the Company at https://www.piramalfinance.com/stakeholders/policies.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company being a Housing Finance Company, the disclosure regarding particulars of loans made, guarantees given and securities provided in the ordinary course of its business is exempted as per the provisions of Section 186(11) of the Companies Act, 2013. Details of the investments made by the Company pursuant to the provisions of Section 186 of the Companies Act, 2013 are given in the Note No. 6 in the Notes to accounts forming part of the audited (standalone) financial statementsfor the financial year ended 31stMarch 2023.

RELATED PARTY TRANSACTIONS

During the year under review, all contracts/arrangements/transactions entered into by the Company during the financial year with related parties were in ordinary course of business and on arm's length basis, the details of which are included in the notes forming part of the financial statements. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act, in Form AOC-2 is not applicable.

Systems are in place for obtaining prior omnibus approval of the Audit Committee on an annual basis for transactions with related parties which are of a foreseeable and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted and a statement giving details of all transactions with related parties are placed before the Audit Committee for their review on a periodic basis.

The Policy on Related Party Transactions is attached as Annexure 3 to this Report and is available on the website of the Company at https://www.piramalfinance.com/stakeholders/policies.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No specific material changes and commitments, except as disclosed in this Report, affecting the financial position of your Company have occurred between the end of the financial year under review, i.e. 31stMarch 202 3 and the date of this Report.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company.

MATERIAL SUBSIDIARIES, IF ANY OF THE COMPANY

The Company does not have any material subsidiary.

MANAGERIAL REMUNERATION

A. Remuneration to Directors and Key Managerial Personnel (‘KMP')

Notes: a) Independent Directors are entitled to sitting fees within the limits specified under the Act. Remuneration details for Independent Directors in the above table comprises of sitting fees. Details in the corresponding columns are applicable for Managing Director and KMPs. b) Non-Executive Directors do not receive any sitting fees or any other remuneration. c) #Resigned as the Director of the Company, w.e.f 31st August 2022. d) *Appointed as an Additional Director w.e.f 31st March, 2022 and was regularized as an Independent Director w.e.f 30th June, 2022. e) $ Appointed w.e.f. 31st March 2022. f) ^Remuneration amount of Rs. 416.71 lakhs paid last year included one-time payouts

2. The median remuneration of employees of the Company during FY 2023 was Rs. 655 lakhs;

3. In the financial year, there was1.5% decrease in the median remuneration of employees;

4. There were 4819 permanent employees on the rolls of the Company as on 31stMarch 202 3;

5. Average percentage increase made in the salaries of employees other than the managerial personnel for the FY 2023 was 5% for KMPs and 8.1% for Employees. As regards, comparison of Managerial Remuneration of FY 2023 over FY 2022, details of the same are given in the above table at Sr. No. 1;

6. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

B. Employee Particulars

Details of employee remuneration as required under provisions of Section 197(12) of the Act read with Rules 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report and will be provided upon request by a Member. Further, having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, this Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection on all working days, during business hours, at the Registered Office of the Company. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act, and the Rules made thereunder, the Company has appointed M/s. N L Bhatia & Associates, Practicing Company Secretaries as the Secretarial Auditor of the Company. The Secretarial Audit Report in form no. MR-3 and in compliance with Regulation 24A of Listing Regulations, is annexed as Annexure 4 and forms an integral part of this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

CERTIFICATIONS FROM COMPANY SECRETARY IN PRACTICE

A certificate has been received from M/s. N L Bhatia & Associates, Practising Company Secretaries that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such statutory authority. The certificate is attached as Annexure 5 to this Report. The Report on Corporate Governance as stipulated in the Listing Regulations forms part of the Annual Report. The requisite certificate from M/s. N L Bhatia & Associates, Practicing Company Secretaries, confirming compliance with the conditions of Corporate Governance as stipulated under the Listing Regulations is annexed hereto as Annexure 6 to this Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report as mandated by the RBI Master Direction – Non-Banking Financial Company – Housing Finance Company (Reserve Bank) Directions, 2021 vide Master Directon No. RBI/2020-21/73 DOR.FIN.HFC.CC.No.120/03.10.136/2020-21 dated February 17, 2021 and pursuant to the Listing Regulations is annexed as

Annexure 7 .

RISK MANAGEMENT FRAMEWORK

The Company has a robust Risk Management framework to identify, measure and mitigate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business strategy and enhance the Company's competitive advantage. This risk framework thus helps in managing market, credit, operational and fraud risks and quantifies potential impact at a Company level. Further information on the risk management process of the Company is contained in the Management Discussion &Analysis Report which is annexed as Annexure 7 .

COMPLIANCE WITH SECRETARIAL STANDARDS

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

DIRECTORS' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and systems of compliance which are established and maintained by the Company, audits conducted by the Internal, Statutory and Secretarial Auditors including audit of internal financial controls over financial reporting by the Statutory Auditors and reviews by the Management and the relevant Board Committees, including the Audit Committee and Risk Management Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY 2023.

The Directors confirm to the best of their knowledge and ability, that:

a. in the preparation of the annual financial statements for the year ended 31st March 2023, the applicable accounting standards have been followed with no material departures;

b. the Directors 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 2023 and of the profits/(losses) of the Company for the year ended on that date;

c. the Directors have taken proper and sufficient 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;

d. the Directors have prepared the annual financial statements on a 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

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

The Company has always believed in providing a safe and harassment free workplace for every individual working in Company's premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company has in place a robust policy on prevention of sexual harassment at workplace which is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (‘ICC') has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy and the policy is gender neutral. ICC has its presence at corporate office as well as at site locations. During the year under review, 4 complaints were received during the yearand all were disposed off. No cases were pending for more than 90 days.

EMPLOYEES STOCK OPTION SCHEME (ESOP)/ EMPLOYEE STOCK APPRECIATION

Pursuant to the Resolution plan all the equity shares (including any right to subscribe to, or be allocated such equity shares, including any employee stock options, pre-emptive subscription rights or convertible instruments held by any person) held by the shareholders of e-DHFL or any other person were extinguished and cancelled.

ASSET LIABILITY MANAGEMENT (ALM)

The Company had a total borrowing of Rs. 40,61,117 Lakhs as on 31st March 2023. The Company has a robust Asset Liability Committee (ALCO) and meetings are as per the ALM policy and it continuously monitors asset-liability mismatches to ensure it as per prescribed RBI/ NHB Guidelines. The Asset Liability Management (ALM) position of the Company is based on the maturity buckets as per the guidelines issued by RBI/ NHB. The Company also assesses behaviouralised maturity pattern of its assets and liabilities and maintains adequate liquidity for its business.

CREDIT RATING

DETAILS ON THE NON-CONVERTIBLE DEBENTURES ISSUED BY THE COMPANY PURSUANT TO THE MASTER DIRECTION - NON-BANKING FINANCIAL COMPANY – HOUSING FINANCE COMPANY (RESERVE BANK DIRECTIONS) 2021

1. The total number of Non-Convertible Debentures which have not been claimed by the Investors or not paid by the Company after the date on which the Non-Convertible Debentures became due for redemption – Nil;

2. The total amount in respect of such debentures remaining unclaimed or unpaid beyond the date referred to in clause (1) as aforesaid – Nil

OTHERS

The Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to issue of sweat equity shares and shares with differential rights as to dividend, voting or otherwise, since there was no such issue of shares;

2. Details of deposits which are not in compliance with the requirements of Chapter V of the Act;

3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

4. Neither any application was made, nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 against the Company.

ACKNOWLEDGEMENTS

We take this opportunity to thank the employees for their dedicated service and contribution to the Company. We also thank our banks, business associates, members and other stakeholders for their continued support to the Company.