DIRECTORS' REPORT
The Directors of your Company are pleased to present the 37th Annual Report
of PNB Housing Finance Limited together with the Audited Standalone Financial Statements
and Consolidated Financial Statements of the Company for the Financial Year ended 31st
March, 2025.
Financial Highlights (Consolidated)
|
|
(Rs. in crore) |
|
March 31, 2025 |
March 31, 2024 |
Total Income |
7,691.63 |
7,057.09 |
Total expenditure |
5,205.86 |
5,103.19 |
Profit before tax |
2,485.77 |
1,953.90 |
Less: Provision for Tax |
|
|
- Current year |
569.83 |
422.67 |
- Deferred Tax (credit/charge) |
(20.20) |
23.22 |
Profit After Tax |
1,936.14 |
1,508.01 |
Other Comprehensive (Loss)/ Income |
(69.66) |
(16.25) |
Total Comprehensive income for the year |
1,866.48 |
1,491.76 |
Transfer to Statutory / Special reserves |
390.00 |
306.00 |
Balance carried to balance sheet |
1,476.48 |
1,185.76 |
The standalone and the consolidated financial statements for the financial year ended
31st March 2025, forming part of this Annual Report, have been prepared in
accordance with the provisions of Companies (Indian Accounting Standard) Rules, 2015 ('Ind
AS') in terms of Section 133 of the Companies Act, 2013 ('the Act') and other relevant
provisions of the National Housing Bank Act, 1987, the Master Directions Non-Banking
Financial Company Housing Finance Company (Reserve Bank) Directions, 2021 ('RBI
Directions') and the Master Direction-Reserve Bank of India (Non-Banking Financial Company
- Scale Based Regulations) Directions, 2023 ('RBI Scale Based Regulations'), as amended
from time to time.
The Net Interest Income (NII) for financial year 2024-25 stood at Rs.2,749.63 crore as
compared to Rs.2,516.07 crore, registering an increase of 9.28% year on year. The Pre
Provision Operating Profit (PPOP) increased by 9.52% to Rs.2,327.24 crore from Rs.2,125.02
crore.
The Credit Cost including write-off (net of recovery) for financial year 2024-25 was
Rs.(158.53) crore.
The Spread on loans for financial year 2024-25 stood at 2.19% as compared to 2.34%. Net
Interest Margin (NIM) for financial year 2024-25 stood at 3.70% as compared to 3.74%.
Gross Margin, net of acquisition cost for financial year 2024-25 was at 4.11% as compared
to 4.02%. Return on Asset (RoA) for financial year 2024-25 was at 2.55% as compared to
2.20%. Return on Equity (RoE) for financial year 2024-25 was at 12.19% as compared to
10.90%.
Reserves
During the year, the Company has transferred an aggregate amount of Rs.390 crore to
reserves. This comprises a sum of Rs.345 crore transferred to Special Reserve and a sum of
Rs.4,5 crore to the Statutory Reserve.
Capital Adequacy Ratio (CRAR)
As on 31st March, 2025, the Capital Adequacy Ratio (CAR) was 29.38%
(comprising Tier I capital of 28.39% and Tier II capital of 0.99%). CAR before considering
proposed Dividend was 29.62%. The Reserve Bank of India (RBI) has prescribed a minimum
CRAR of 15% of total risk weighted assets.
Dividend
The Company has demonstrated strong performance during the financial year 2024-25. We
are pleased to recommend a dividend of Rs.5, per equity share of face value of Rs.10 each
(previous year nil), subject to the declaration by the shareholders at the ensuing Annual
General Meeting, in terms with the Company's Dividend Distribution Policy which is placed
on the website of the Company at https:// www.pnbhousing.com/investors/policies
Lending Operations
Your Company is a Non-Banking Financial CompanyHousing Finance Company (NBFC-HFC) and
is engaged in financing for purchase and/ or construction of residential houses, loan
against property and loan for other related purposes. All other activities revolve around
the main business of the Company.
The Company had disbursed loans amounting to Rs.21,972 crore during the year as
compared to Rs.17,583 crore in the previous year (growth of 25%).
The Company has accelerated growth during the year with focus on retail loans which
contributed 99.8% of the total disbursements. The Affordable and Emerging Markets segment
contributed 36% to the total retail disbursements. The total pan India branch network of
the Company is 356 including 200 for Affordable and 60 for Emerging Markets segments.
The Company has robust underwriting, monitoring, collection and risk management
practices that optimise operations and elevate customer satisfaction.
Loan Asset
Loan Asset grew by 16% YoY to Rs.7,5,765 crore as on 31st March 2025. With
continued focus on retail segment during the year, the Company has grown retail loan book
by 18% from H63,306 crore to Rs.7,4,802 crore whereas the corporate loan book has declined
by 52% from Rs.2,052 crore to Rs.9,63 crore in line with the strategy. The retail book
constitutes 98.7% of the Loan Asset as on 31st March 2025.
The Assets Under Management (AUM) grew by 13% YoY to Rs.8,0,397 crore as on 31st
March 2025 as compared to Rs.7,1,243 crore as at 31st March 2024.
For further details of lending operations please refer the Management Discussion and
Analysis Report.
Asset Quality
The overall Gross Non-performing Assets (GNPAs) declined by 42 bps to 1.08% as on 31st
March 2025 as compared to 1.50% as on 31st March 2024. Retail GNPA is 1.09% as
on 31st March 2025 as compared to 1.45% as on 31st March 2024.
Corporate GNPA stood at Nil as on 31st March 2025 as compared to 3.31% as on 31st
March 2024.
The overall Net Non-performing Assets (NNPAs) declined to 0.69% as on 31st
March 2025 as compared to 0.95% as on 31st March 2024. The retail NNPAs
declined to 0.70% as on 31st March 2025 as compared to 0.94% as on 31st
March 2024. The corporate NNPA stood at Nil as on 31st March 2025 as compared
to 1.11% as on 31st March 2024.
During the year 2024-25, the Company had auctioned 4,240 properties under the
provisions of SARFAESI Act, 2002 and sold 537 properties with loan outstanding amounts
aggregating to Rs.252.93 crore and the sale value were aggregating to Rs.228 crore. None
of the sister concerns of the Company participated in the auction(s).
The overall ECL provision coverage as on 31st March 2025 was 1.48% (retail
loans 1.16% and corporate loans 26.33%).
Distribution
During the year 2024-25, the Company expanded its branch network to 355 branches
(including 200 affordable loan branches) from 300 branches/ outreaches (including 160
affordable loan branches/ outreaches) as on 31st March 2024.
The Company has 17 underwriting hubs for credit decision making.
Borrowings
The outstanding borrowings as on 31st March 2025, were H62,310 crore as
compared to Rs.5,5,057 crore as on 31st March 2024. During FY25, the Company
had raised fresh resources of Rs.5,5,790 crore from multiple sources excluding deposits.
Your Company continues to maintain a diversified and cost-effective funding strategy
designed to support longterm financial strength and flexibility. Our borrowing mix is
well-balanced, drawing from bank loans, deposits, NHB refinance, debt market instruments
such as Non-convertible Debentures (NCDs) and Commercial Papers (CPs), and External
Commercial Borrowings (ECBs). Amount under each category of borrowings is presented below:
|
FY 2024-25 |
FY 2023-24 |
Particulars |
Amount (Cr) |
% |
Amount (Cr) |
% |
NHB Refinance |
8,449.78 |
13.56% |
5,090.33 |
9.25% |
Term Loans |
23,484.49 |
37.69% |
22,120.47 |
40.18% |
ECBs |
3,620.75 |
5.81% |
1,456.15 |
2.64% |
Deposits |
17,641.73 |
28.31% |
17,798.3 |
32.33% |
CPs |
3,199.01 |
5.14% |
3,304.699 |
6.00% |
NCDs |
5,914.03 |
9.49% |
5,286.24 |
9.60% |
Details of market borrowings are provided in the Management Discussion and Analysis
Report and notes to accounts (refer Note No. 36.6).
Deposits
The outstanding deposits (including accrued interest) as on 31st March 2025
were Rs.17,641.97 crore (including nonretail deposits of Rs.2,225.12 crore) as against
Rs.17,802.63 crore (including non-retail deposits of Rs.2,081.28 crore) as on 31st
March 2024, registering a decrease of 1%. The Company has raised Rs.6,017.81 crore of
total deposits (fresh + renewal) during FY24-25.
The Company has accepted public deposits as per RBI Master Directions & RBI Scale
Based Regulations as amended from time to time and as per the provisions of the Act, to
the extent applicable. The Company has paid interest on all the outstanding deposits on
due dates as per contract. There was no default in repayment of deposits or payment of
interest thereon during FY24-25.
The deposits of the Company have been rated AA+ (Outlook Stable) by CRISIL and CARE.
Unclaimed Deposits
Out of the deposits which became due for repayment upto 31st March 2025,
deposits worth Rs.0.18 crore, including interest accrued and due, relating to 8 depositors
had not been claimed or renewed by the respective depositors, despite sending intimation
about the date of maturity of their respective deposits. The Depositors have been
intimated regarding the maturity of their deposits with a request to either renew or claim
the deposits and subsequent reminders have been sent by SMS, e-mails, etc. Further, your
Company had been remitting the maturity proceeds to the respective designated bank
accounts maintained in the name of the depositor, in the absence of any specific
instructions, where the bank account particulars were correct.
Your Company is liable to transfer, deposits remaining unclaimed for a period of seven
years from the date they became due for payment, to the Investor Education and Protection
Fund (IEPF) established by the Central Government under section 125 of the Act. During the
year, the Company has transferred an amount of Rs.18 lakh to IEPF. The concerned
depositors can claim refund of the deposit amounts back from the IEPF. The Company has
provided the process of claiming refund from IEPF, on the website of the Company.
Investment in SLR
The Company is required to maintain Statutory Liquid Ratio (SLR) as stipulated under
RBI Master Directions on the outstanding deposits, by way of investments in specified
securities or deposits in public sector undertakings. The Company has maintained total SLR
investments of Rs.2,470.11 crore including accrued interest (Book value of Rs.2,427.78
crore) as on 31st March 2025.
Non-Convertible Debentures (NCDs)
During the year, the Company has raised Rs.2,230 crores of secured NCDs through private
placements in different tranches as against Rs.1,451 crores in FY 2023-24. The outstanding
NCDs as at the end of FY24-25 were Rs.5,914.03 crore. As specified in the offer documents,
the funds were utilised for disbursement of loans to borrowers/ discharging existing
borrowings/ general corporate purposes.
The Company has complied with the provisions of Chapter XI of RBI Master Directions and
SEBI NCS Regulations for issue of Non-Convertible Debentures on private placement basis.
During FY24-25, the Company had paid interest amounts from time to time and principal
amounts on redemption of NCDs, on the respective due dates, in terms of the respective
term sheets. There were no delay or default in such payments/ re-payments. There were no
unclaimed/ unpaid amounts pertaining to principal or interest in respect of NCDs issued by
the Company, during the year. The Company is not required to maintain debenture redemption
reserve on privately placed NCDs in terms of Ministry of Corporate Affairs (MCA)
Notification dated 16th August, 2019.
In terms of SEBI Circulars on contribution by eligible issuers of listed debt
securities, the Company had deposited '25 lakh towards Recovery Expense Fund during the
year, and also the Company has been depositing funds to Core Settlement Guarantee Fund of
AMC Repo Clearing Limited, at the time of issuance of each debt securities.
Investment in LCR
The Company has maintained the investments for its Liquidity Coverage Ratio (LCR) as
stipulated under Master Direction - Reserve Bank of India (Non-Banking Financial Company -
Scale Based Regulation) Directions. The Company had total LCR investments at market value
of Rs.8,36.90 crore (book value of Rs.8,59.47 crore) as on 31st March 2025.
Credit Rating
During the year, CRISIL upgraded the Company's rating from AA 'Positive' to AA+
'Stable' and ICRA assigned AA+ 'Stable' for bank term loans. The Company is rated AA+
'Stable' from all the major rating agencies i.e. CARE, CRISIL, ICRA and India Ratings.
The credit rating on deposits, term loans, NCDs and commercial paper and migration
during the year are disclosed in the General Information to Shareholders forming part of
Director's Report.
Unclaimed Dividend
As on 31st March 2025, dividend amounting to Rs.3.91 lakh pertaining to
previous years i.e., FY2018, FY2019 and FY2020, which were not claimed by Shareholders of
the Company, was outstanding. The Company has been informing these Shareholders by way of
e-mails and letters from time to time and newspaper advertisements requesting them to
claim the unclaimed dividend amounts.
Business Responsibility & Sustainability Report, Management Discussion and Analysis
Report and Report of the Directors on Corporate Governance
In accordance with the provisions of SEBI (Listing Obligations & Disclosure
Requirement) Regulations, 2015, ('Listing Regulations'), the Business Responsibility &
Sustainability Report (BRSR) forms part of Annual report. The BRSR indicates the Company's
performance against the principles of the 'National Guidelines on Responsible Business
Conduct' and the BRSR related policies of the Company. This would enable the Members to
have an insight into Environmental, Social and Governance initiatives of the Company. The
BRSR is placed as Annexure 1 to this Report.
In accordance with the Listing Regulations and the Reserve Bank of India Master
Directions, the Management Discussion and Analysis Report and the Report of Directors on
Corporate Governance form part of this report. A certificate on compliance with the
conditions of Corporate Governance under the Listing Regulations is placed as Annexure 2,
to this Report.
Corporate Social Responsibility (CSR)
The Company has a detailed CSR policy in place. The initiatives on CSR taken during the
year are detailed in this report, Corporate Governance Report, and Management Discussion
and Analysis Report.
The total amount allocated for CSR activities for FY24-25 was Rs.30.06 crore and the
funds were allocated to various projects during the year. Out of this, an amount of Rs.717
crore was spent on various CSR activities in lumpsum or tranches based on the progress of
the project(s) during FY25. A sum of Rs.22.89 crore pertaining to various allocated CSR
activities and ongoing mega CSR project was transferred to Unspent CSR Account of FY25 and
will be spent as per schedule within permissible timelines. The details of CSR activities
are captured in Annexure-3 to Directors Report. Additional information on CSR is provided
in Annexure-3A.
PEHEL Foundation
PEHEL Foundation is also a wholly owned subsidiary of the Company and is the
implementation arm of the Company for CSR activities along with other partnering agencies.
The contents of Corporate Social Responsibility Policy also are provided in Annexure 3
and also made available on the website of the Company as required under the Companies
(Corporate Social Responsibility Policy) Rules, 2014 and in terms of the Companies
(Accounts) Rules, 2014.
During the year, the Company focused on Flagship, Strategic and Contingency
Interventions. The flagship interventions were designed for the welfare of the
construction workers community, strategic interventions focused upon Healthcare,
Environment, Education, Women Empowerment and Sports intervention. Contingency
intervention focused on supporting armed forces veterans, war widows, and their dependents
by providing financial assistance, education, healthcare programmes, etc.
Flagship Interventions
The construction workers community has been supported with cataract surgeries, mobile
medical units, skill development, education support to children, etc.
Strategic Interventions
Healthcare: Strengthened Govt. hospitals with infrastructural improvements,
supported blood collection & transport vehicle, Cochlear implant surgery support for
hearing impaired children, Dialysis machines support, wheelchairs support to old age home
and senior citizens, Smart vision glasses enabled with AI device to visually impaired
individuals, USG machine support, and Home away from Home for children suffering from
cancer and supported palliative care.
Education: Upgradation of a school with science laboratory, Anganwadi renovation,
holistic development for girls' schools, School renovation project, Establishment of
computer lab at government nursing colleges, PM Internship Project, etc.
Environment: Projects for tree plantation, waste management and solar
electrification in schools and villages, etc.
Women Empowerment: Supported scholarship to girl students, construction of
multipurpose centres and supporting women owned production centre.
Sports Interventions: Supporting athletes preparing for Olympics, Paralympics and
other events with coaching, training and rehabilitations.
Integrated Village Development Intervention:
Key initiatives include upgrading school infrastructure, constructing a new Anganwadi
center, supporting women- led micro-enterprises, introducing modern agricultural
technologies, organising health camps, distributing nutrition kits, rejuvenating the
village pond, and installing solar-powered streetlights.
Contingency Interventions
Supported education grant to the students and provided Advance Life Support (ALS)
ambulances to Indian Army to address accidents/ mishaps in hilly terrain faced by
civilians and armed forces.
Human Resource
As on 31st March 2025, the Company had 2,149 full time employees on its
rolls.
On-boarding of key positions and vacant positions at all levels across locations were
made to ensure uninterrupted business operations.
Learning & Development team rolled out a structured learning roadmap to enhance
techno-functional and behavioural skills. Delivered through a hybrid model, it supports
continuous development, aligns capabilities with business goals and compliance needs, and
fosters a culture of upskilling.
Disclosures on managerial remuneration covers the remuneration of top 10 employees
employed throughout the year, who were in receipt of remuneration of Rs..02 crore or more
per annum or in receipt of remuneration of Rs.8.5 lakh or more per month consist of fixed
salary, allowances, perquisites/ taxable value of perquisites excluding perquisite value
of ESOPs exercised and ex-gratia amount.
In accordance with the provisions of Section 197(12) of the Act and Rule 5(1) and
details under Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the names and particulars of the top ten employees in
terms of remuneration drawn and other particulars are set out in the Annexure 4 to the
Directors' Report. The remuneration comprises of fixed salary, allowances, perquisites/
taxable value of perquisites excluding perquisite value of ESOPs exercised and ex- gratia
amount.
In terms of the provisions of Section 136(1) of the Act read with the applicable rules,
the Directors' Report is being sent to all Shareholders of the Company excluding a portion
of the Annexure. Any Shareholder interested in obtaining a copy of the Annexure may write
to the Company.
The changes in the KMPs and/ or Senior Management Personnel are covered in detail in
the Report of Directors on Corporate Governance.
Employees Stock Option Scheme (ESOP) & Restricted Stock Units (RSU) Scheme
During the year, 1,32,553 Equity Shares of Rs.10 each were allotted on exercise of ESOP
options under ESOP Scheme 2018 and, 34,487 Equity Shares of Rs.10 each were allotted on
exercise of ESOP options under ESOP Scheme 2022. Further, 34,117 Equity Shares of Rs.10
each were allotted on exercise of RSUs under RSU Scheme 2020.
The details in terms with Rule 12(9) of The Companies (Share Capital and Debentures)
Rules, 2014, are uploaded annually on the website of the Company on the tab titled 'ESOP'
with link: https://www.pnbhousing.com/investors/ updates-and-events
Grant of fresh ESOPs & RSUs
During the year, the Nomination and Remuneration Committee has granted 5,34,500 options
under ESOP Scheme 2018. [4,34,500 options were granted at H671.95, 50,000 options at
Rs.8,08.15 and 50,000 options at Rs.8,64.80].
During the year, the Nomination and Remuneration Committee has granted 72,500 RSUs
under RSU Scheme 2020 at Rs.10 per option.
There has been no variation in the terms of the options granted under any of these
schemes and all the schemes are in compliance with the SEBI (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 as amended. The certificate from the Secretarial
Auditors confirming that ESOP Schemes have been implemented in accordance with the SEBI
(Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and Shareholder's
resolutions will be available for inspection. The Nomination and Remuneration Committee
monitors the compliance of these Schemes. The disclosures as required under the
regulations have been placed on the website of the Company at https://www.pnbhousing.com/investor-
relations/updates-events/ along with ESOP documents as required under the amended
provisons of SEBI Listing Regulations and SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021.
Prevention, Prohibition and Redressal of Sexual Harassment of Women at the Workplace
The Company has adopted a policy on prevention, prohibition and redressal of sexual
harassment at the workplace. Members of the Internal Complaints Committee constituted by
the Company are responsible for conducting inquiries pertaining to such complaints and
reporting.
The Company on a regular basis sensitises its employees including employees of the
subsidiaries on the prevention of sexual harassment at the workplace through workshops,
group meetings, online training modules and awareness programmes. Disclosure in relation
to Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act,
2013:
a. Number of complaints of sexual harassment received in the year ended 31st
March 2025: NIL
b. Number of complaints disposed off during the year: NIL
c. Number of cases pending for more than 90 days: NIL
d. Number of complaints pending at the end of the financial year: NIL
Maternity Benefit Act, 1961
The Company is in compliance with the applicable provisions relating to the Maternity
Benefit Act, 1961.
Particulars of Loans, Guarantees or Investments
Since the Company is a housing finance company, the provisions of Section 186 regarding
particulars of the loans and guarantees given and security provided by the Company, if
any, are exempt under the provisions of Section 186(11) of the Act. As regards,
investments made by the Company, the details of the same are provided in Notes to Accounts
as Note No. 7 for the year ended 31st March 2025, forming part of this Report.
Particulars of Contracts or Arrangements with Related Parties
In accordance with the provisions of Section 188 of the Act and rules made thereunder,
the transactions entered with related parties are in the ordinary course of business and
on an arm's length pricing basis. The particulars of contracts or arrangements with
related parties as prescribed in Form No. AOC-2 of the Companies (Accounts) Rules, 2014
(Rule 2), are annexed to this report as Annexure-5. Details of related party transactions
are given in the Notes to Accounts as Note No.36.10.
SEBI vide Circular No. SEBI/HO/CFD/CFD-PoD-2/P/ CIR/2025/18 dated 14th
February, 2025 required listed entities to follow the Industry Standards on Minimum
information to be provided for review of the audit committee and shareholders for approval
of a related party transaction and the same will be effective from 1st
September, 2025, in terms of the Circular No. SEBI/HO/ CFD/CFD-PoD-2/P /CIR/2025/93 dated
26th June, 2025.
The Company has been complying with the requirements as per the applicable provisions.
The Policy on Related Party Transactions is published elsewhere in the Annual Report
and is also placed on
the Company's website at https://www.pnbhousing.com/ investors/policies
Material changes and commitments, if any, affecting the financial position
There were no material changes and commitments, and there were no material contracts or
arrangements affecting the financial position of the Company, which has occurred between
the close of the financial year ended 2024-25 and the date of this Report.
In terms of Rule 5(ii) of the Companies (Accounts) Rules, 2014 there has been no change
in the nature of business of the Company.
Particulars regarding conservation of energy, technology absorption and foreign
exchange earnings and outgo
Considering the nature of our business, of providing housing finance, the consumption
of resources & energy is limited to operations across various locations in the
country. We are focused on becoming technically robust to enhance efficiency as well as
further strengthen customer data security, privacy while moderating resource & energy
consumption.
We have procured and equipped all our branches with energy saving IT equipment
including laptops, LEDs lights, high-end printing machines and digitised operations with
reasonably lesser paperwork. Our mobile application facilitates online application of home
loans to save time, energy and resources in loan processing. Even as digitisation of
products and services has been reducing the requirement of paper, it remains a significant
resource consumed during our normal course of business, and thus rationalising printing
requirements remains a priority. We have deployed the use of recycled paper & user
ID-based printer usage for printing at select offices which has resulted in reducing
normal paper & energy to an extent. Energy efficiency standards (viz. 3 and above star
ratings) are duly considered during the purchase of Air Conditioners and other electrical
appliances.
The expenditure around energy conservation, during the year was around Rs.20 lakhs as
there has been increase in number of branches and equipment replacement/ upgradation
activities.
There was no import of technology during the previous three financial years. The
Company is a non-banking financial company and is not involved in manufacturing or
generating of products of software. Hence, the clauses of absorption of technology, import
of technology, year of import and research & development are not applicable here.
There were no foreign exchange earnings, and the Company has incurred foreign exchange
expenditure of Rs.112.94 crore (previous year Rs.263.15 crore) during the year primarily
on account of interest on borrowings from external sources and other expenses.
Business Continuity
The Company has a Business Continuity Plan (BCP), designed to minimise operational,
financial, legal, reputational, and other material consequences arising from a disaster,
if any.
The Business Continuity & Disaster Recovery policy at the Company is developed with
intent to prevent, contain, and respond to potential disruptions that may impact the
continuity of business /support processes performed by the Company, along with ensuring
safety of its employees.
We have implemented multi-layered controls for identification, prevention, detection,
and response to various cyber security threats. We have applied safeguards for protection
of customer information. We have framed Information security policy, Cyber security policy
and Cloud security policy to support information security management system and to protect
business information at network, endpoint, perimeter, application, and human layer.
Directors
As on 31st March 2025, the Company had ten Directors comprising seven
Independent Directors, including a woman director, two Non-Executive Nominee Directors and
a Managing Director & CEO.
The following were the changes in Directors during the year:
1. Ms. Gita Nayyar whose first tenure ended on 28th May, 2024, was
re-appointed as an Independent Director of the Company to hold office for a second term of
five consecutive years commencing from 29th May, 2024, up to 28th
May, 2029. She has been reappointed by the members of the Company by passing special
resolution through Postal Ballot on 26th April, 2024, on the recommendations of
the Nomination & Remuneration Committee and the Board of Directors.
2. Mr. Kapil Modi has resigned from the position of Nominee Non-Executive Director on
the Board of the Company w.e.f. 30th July, 2024. Quality Investment Holdings
PCC (QIH) has withdrawn the nomination of Mr. Kapil Modi from the Board consequent to
reduction in their shareholding from 32.68% to 19.87% on account of sale of equity shares
of the Company.
3. Mr. Neeraj Vyas has been appointed as an Independent Director on the Board of the
Company for a tenure of three years as approved by the members of the Company at the 36th
Annual General Meeting held on 12th August 2024. Previously, he was the
Managing Director & CEO on the Board of the Company from 28th April, 2020
to 10th August, 2020 and Independent
Director from 15th April 2019 to 28th April 2020. In the
meantime, he was a Non-Executive Non-Nominee Director liable to retire by rotation.
4. Mr. Atul Kumar Goel, Chairman & Non-Executive Nominee Director on the Board of
the Company has demitted the Office of MD & CEO of Punjab National Bank, consequent to
which he has resigned from the position of Chairman & Non-Executive Nominee Director
on the Board of the Company w.e.f. 1st January, 2025.
5. Dr. Tejendra Mohan Bhasin whose first tenure was about to end on 1st
April, 2025, was re-appointed as an Independent Director of the Company to hold office for
a second term of five consecutive years commencing from 2nd April, 2025, up to
1st April, 2030 (both days inclusive). He has been re-appointed by the members
of the Company by passing special resolution on 20th March, 2025, on
recommendation of the Nomination & Remuneration Committee and the Board.
6. Mr. Sunil Kaul has resigned from the position of Non-Executive Nominee Director on
the Board of the Company w.e.f. 2nd May, 2025. Quality Investment Holdings PCC
(QIH) has sold 2,71,24,311 equity shares of the Company representing 10.44% of the total
paid- up equity share capital of the Company, through an on-market transaction on 2nd
May, 2025 and hence, QIH has withdrawn the nomination of Mr. Sunil Kaul from the Board of
PNB Housing Finance Limited.
7. In terms of Section 152 of the Act, Mr. Dilip Kumar Jain, Nominee Non-Executive
Director will retire at the ensuing Annual General Meeting (AGM) and being eligible has
offered himself for re-appointment. The NRC has determined him to be a fit and proper
candidate and Board has recommended the proposal to the members for his re-appointment at
the ensuing AGM.
Pursuant to the provisions of Section 149 of the Act, the Independent Directors have
submitted declarations that each of them meet the criteria of independence as provided in
Section 149(6) and 149(7) of the Act along with Rules framed thereunder and Regulation
16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances
affecting their status as Independent Directors of the Company.
During the year under review, the Non-Executive Directors of the Company had no
pecuniary relationship or transactions with the Company, other than sitting fees,
commission and reimbursement of expenses, if any as per the terms of appointment.
Your Board wishes to place on record its sincere appreciation for the contributions
made by these Directors on the Board and also on various Committees of the Board.
All the Directors of the Company have confirmed that they satisfy the fit and proper
criteria as prescribed under the applicable regulations and that they are not disqualified
from being appointed as Directors in terms of Section 164(2) of the Act. The Company has
also received a certificate from the Practising Company Secretary confirming that none of
the Directors have been debarred or disqualified and the same is placed as Annexure-6, to
this Report.
The Board is of the opinion that the Independent Directors of the Company possess
requisite qualifications, skills, experience, and expertise. All the Independent Directors
of the Company have registered their names with the data bank created for Independent
Directors.
The details on the number of the Meetings of Board and the Board Committees held during
the year are provided in the Corporate Governance Report, which forms part of this report.
The evaluation of Board, its Committees and individual Directors was carried out in
terms of the provisions of the Act and SEBI Listing Regulations. For details, refer
Corporate Governance Report.
Upon recommendation of the Nominations and Remuneration Committee (NRC), the Company
has established a Policy on Fit and Proper Criteria for Directors and a Nomination and
Remuneration Policy for Directors, Key Managerial Personnel, Senior Management and other
employees and the same can be accessed on the website of the Company at https://www.pnbhousing.com/investors/
policies
Directors' Responsibility Statement
In accordance with the provisions of Section 134(3)(c) of the Act and based on the
information provided by the management, your directors state that:
a) In the preparation of annual accounts, the applicable accounting standards have been
followed;
b) Accounting policies selected have been applied consistently. Reasonable and prudent
judgements and estimates have been made so as to give a true and fair view of the state of
affairs of the Company as on 31st March 2025 and of the profit of the Company
for the year ended on that date;
c) Proper and sufficient care has been taken 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 frauds and other irregularities;
d) The annual accounts of the Company have been prepared on a going concern basis;
e) Internal financial controls have been laid down to be followed by the Company and
such internal financial controls are adequate and operating effectively; and
f) Systems to ensure compliance with the provisions of all applicable laws are in
place, and are adequate and operating effectively.
Changes in the Key Managerial Personnel
There were no changes in KMP during the FY25.
Policies and Codes
During the year, the Company has revised its policies as required in terms of
provisions of the Act, RBI Directions, SEBI Listing Regulations etc., and placed all the
requisite policies on its website at https://www.pnbhousing.com/ investor
relations/corporate-governance/
Risk Management
The Company has implemented a comprehensive enterprise level Integrated Risk Management
(IRM) Policy, along with separate policies for various type of risks material to our
business. The IRM policy provides overarching guidance for all risk-related activities,
encompassing credit, Asset Liability Management (ALM), market, operational risk
management, information technology, cyber security etc. Additionally, it also defines the
governance model and outlines the roles and responsibilities of each component within the
risk management framework. For more details, please refer the Management Discussion &
Analysis Report and also the Report of Directors on Corporate Governance forming part of
this Annual Report.
Internal Financial Control & its Adequacy
The Company has put in place adequate policies and procedures to ensure that the system
of internal financial control commensurate with the size and nature of the Company's
business.
These systems provide a reasonable assurance in respect of providing financial and
operational information, complying with applicable statutes, safeguarding of assets of the
Company, prevention and detection of frauds, accuracy and completeness of accounting
records and ensuring compliance with Company's policies.
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, the work is performed by the internal,
statutory and secretarial auditors and external consultants, including the audit of
internal financial controls over financial reporting by the statutory auditors and the
reviews are performed by management and the relevant board committees, including the Audit
Committee. The Board is of the opinion that the Company's internal financial controls were
adequate and effective during FY25.
Internal Audit
The Internal Audit function operating independently under the oversight of the Audit
Committee of the Board, gives objective assurance to the Board on Company's internal
control processes, risk management and governance systems and processes. The Internal
Audit function is adequately staffed with skilled personnel. The function adopts a
risk-based audit approach and carries out audits across retail mortgage and construction
finance business, audit of operations units and other functions such as Treasury, Finance
& Accounts, Risk, Compliance etc. Thematic audits, Information Security audit, Spot
checks and Concurrent audit are conducted in order to independently evaluate the adequacy
and effectiveness of internal controls on an ongoing basis and proactively recommending
enhancements thereof.
The Internal Audit Department, during the course of audit, also ascertains the
adherence to regulatory guidelines, legal requirements and operational processes and
provides timely feedback to the management for corrective actions. A strong oversight on
the operations is also kept through off-site monitoring by use of data analytics to detect
outliers (if any) and alert the management for due corrective action, wherever warranted.
In line with the RBI guidelines, quality assurance programme is carried out by
appointing an external agency, covering all aspects of internal audit function.
Vigil Mechanism
The Company has a Whistle Blower Policy and has established the necessary vigil
mechanism for directors and employees in confirmation with Section 177(9) of the Act and
Regulation 22 of SEBI Listing Regulations, to raise concerns on any wrongful conduct in
the policies, procedures, codes and applicable laws, rules and regulations of the Company
or in relation to corruption, misuse of office, criminal offence, suspected/ actual fraud,
fraudulent reporting, misappropriation or mismanagement of the Company's assets. The
Policy provides a framework to promote responsible and secure whistle blowing by
protecting its employees. The policy has been appropriately communicated to the employees
within the organisation and has also been hosted on the Company's website which can be
accessed at https://www.pnbhousing. com/investors/policies.
Regulatory Compliance
Following the amendment in the Finance Act, 2019 and the subsequent notification by the
Reserve Bank of India (RBI) in August 2019, Housing Finance Companies (HFCs) are being
treated as one of the categories of Non-Banking Financial Companies (NBFCs) for regulatory
purposes and accordingly come under RBI's direct oversight. The National Housing Bank
(NHB), however, would continue to carry out supervision & refinance facilities for
HFCs. In this regard Master Direction - Non-Banking Financial Company - Housing Finance
Company (Reserve Bank) Directions, 2021 was notified on 17th February, 2021,
updated from time to time.
The Company has been following guidelines, circulars and directions issued by the RBI/
NHB, from time to time. The Company has complied with the Master Direction-Non Banking
Financial Company - Housing Finance Company (Reserve Bank) Directions, 2021 (updated as on
5th May, 2025) and other directions/guidelines prescribed by RBI regarding
deposit acceptance, accounting standards, prudential norms for asset classification,
income recognition, provisioning, capital adequacy, credit rating, corporate governance,
information technology framework, fraud monitoring, concentration of investments, capital
market exposure norms, guidelines on maintenance of Liquidity Coverage Ratio (LCR),
transfer of loans, know your customer and anti-money laundering, etc.
RBI had issued a circular on "Scale Based Regulation (SBR): A Revised Regulatory
Framework for NBFCs" on 22nd October, 2021 ('SBR Framework'). As per the
framework, based on size, activity, and risk perceived, NBFCs are categorised into four
layers, NBFC-Base Layer (NBFC-BL), NBFC-Middle Layer (NBFC-ML), NBFC-Upper Layer (NBFC-UL)
and NBFC-Top Layer (NBFC-TL). RBI has categorised PNB Housing Finance Limited as an
NBFC-Upper Layer (NBFC-UL) vide its press release dated 30th September, 2022,
14th September, 2023 and 16th January, 2025. RBI has issued the
Master Direction - Reserve Bank of India (Non-Banking Financial Company)- Scale Based
Regulation) Directions, 2023 dated 19th October, 2023, updated from time to
time. The Company has put in place necessary Board approved policies like Internal Capital
Adequacy Assessment Policy, Compensation Policy for Key Managerial Personnel and Senior
Management, Compliance Policy, Board approved limits for Sensitive Sectors Exposure under
the SBR Framework, etc.
Application under Insolvency & Bankruptcy Code, 2016
During the year, the Company has not made any application, or no proceeding is pending
under the Insolvency and Bankruptcy Code, 2016 (31 of 2016). The Company has not entered
into one-time settlement for any loans availed from the Banks or Financial Institutions.
Significant and Material Orders Passed by Regulators
During the year, there were no significant or material orders passed by the regulators
or courts or tribunals that would impact the going concern status or operations of the
Company in the future. The Details on penalties, fines, strictures levied during the last
three Financial years are provided in the Corporate Governance Report.
Statutory Auditors
Reserve Bank of India guidelines dated 27th April, 2021, on Appointment of
Statutory Central Auditors (SCAs)/Statutory Auditors (SAs) of Commercial Banks (excluding
RRBs), UCBs and NBFCs (including HFCs) is applicable to your Company.
M/s. T R Chadha & Co, LLP, Chartered Accountants (ICAI Firm Registration No.
006711N/N500028) and M/s. Singhi & Co., Chartered Accountants (ICAI Firm Registration
No. 302049E) have completed their tenure of three years as Joint Statutory Auditors on the
conclusion of the 36th AGM of the Company. The Board wishes to place on record
its appreciation for the professional services rendered by them.
The Shareholders at their 36th AGM have appointed M/s. C N K &
Associates LLP, Chartered Accountants (Firm Registration No.101961 W/W-100036) and M/s M M
Nissim & Co LLP, Chartered Accountants (Firm Registration No. 107122 W/ W100672) as
the Joint Statutory Auditors of the Company for a period of three years from the
conclusion of 36th AGM till the conclusion of the 39th AGM of the
Company.
During the year, the Statutory Auditors remuneration was Rs.1.19 crore (Remuneration of
the Statutory Auditor of the Subsidiary Company is Rs.0.09 crore). The remuneration
pertains to fees for statutory audit, internal financial control reporting, limited
reviews, tax audits, certifications, and reimbursement of expenses.
During the year under review, the Statutory Auditors did not have any matter requiring
reporting under Section 143 (12) of the Act. Therefore, there is no reporting disclosure
required under Section 134 (3) (ca) of the Act.
The Statutory Auditors Report does not contain any qualifications, observations or
adverse comments.
The Statutory Auditors have confirmed that they continue to satisfy the eligibility
norms and independence criteria as prescribed by RBI guidelines and the Companies Act,
2013.
Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Act, the Board had appointed M/s Vinod
Kothari & Company, a firm of Company Secretaries in Practice to undertake the
Secretarial Audit of the Company for the financial year 2024-25.
The Secretarial Audit Report for the financial year ended 31st March 2025,
as required under Section 204 of the Act and Regulation 24A of the SEBI Listing
Regulations, is annexed to this Report as Annexure 7. Your Company is in compliance with
the applicable Secretarial Standards issued by the Institute of Company Secretaries of
India and approved by the Central Government under Section 118(10) of the Act.
The Secretarial Auditor's Report does not contain any qualifications, observations or
adverse comments.
In terms of Reg.24A of SEBI Listing Regulations, 2015, your Company has submitted the
Annual Secretarial Compliance Report for FY25 issued by M/s Vinod Kothari & Company to
the Stock Exchanges within the prescribed time and the same is available on websites of
the Company and Stock Exchanges. The same is placed as Annexure 8, to this Report.
The Board has recommended to the members for appointment of M/s Vinod Kothari &
Company as Secretarial Auditor of the Company for a tenure of five years in terms of the
amended provisions of the Listing Regulations.
Maintenance of Cost Records
Being a housing finance company, your Company is not required to maintain cost records
as per sub-section (1) of Section 148 of the Act & Rule 5(ix) of the Companies
(Accounts) Rules, 2014.
Annual Return
The Annual Return in Form MGT-7, provisional, as on 31st March 2025 is
available on the website of the Company at https://www.pnbhousing.com/investors/annual-return
Subsidiaries of the Company
PHFL Home Loans and Services Limited (PHFL)
PHFL is a wholly owned subsidiary and is the distribution arm for PNB Housing, offering
doorstep services to the prospective customers. The Subsidiary has trained workforce to
source business for the loans and deposits offered by PNB Housing. During the year, the
PHFL has sourced loan applications in respect of 76% of total loans disbursed by PNB
Housing Finance. The annual accounts of PHFL are enclosed along with the Annual Accounts
of PNB Housing Finance.
A report on the performance and financials of PHFL, as per Act and rules made
thereunder is provided in Form AOC-1 attached to the Consolidated Financial Statements
forming an integral part of this Annual Report.
PEHEL Foundation
PEHEL Foundation is the implementation arm of the Company for CSR activities along with
other partnering agencies. It is a wholly owned non-profit subsidiary Company incorporated
under Section 8 of the Act as an implementation arm to carry out various CSR activities of
PNB Housing Finance and PHFL. A report on the performance and financials of PEHEL
Foundation, as per Act and rules made thereunder is provided in Form AOC-1 attached to the
Consolidated Financial Statements forming an integral part of this Annual Report.
During the year, under review, there was no material change in the nature of the
business of the subsidiaries. There are no associates or joint venture companies within
the meaning of Section 2(6) of the Companies Act, 2013.
Further, pursuant to the provisions of Section 136 of the Act, the financial statements
of the Company, consolidated financial statements along with relevant documents and
separate audited financial statements in respect of subsidiaries, are available on the
Company's website at https://www. pnbhousing.com/investor-relations/annual-reports/
Other Disclosures
Your Directors hereby clarify that during the year ended 31st March, 2025,
the following disclosures were not applicable/ there were no such transactions in the year
under review:
1. There has been no issue of Equity Shares with differential rights as to dividend,
voting or otherwise.
2. Your Company has not resorted to any buy back of its Equity Shares during the year
under review.
3. The Managing Director & CEO of your Company did not receive any remuneration or
commission during the year from the subsidiary of the Company.
4. No loans were provided to the employees for purchase of shares of the Company for
the purpose mentioned in Section 67(3) of the Act.
5. The names of companies which have become or ceased to be its subsidiaries, joint
ventures or associate companies during the year: NIL
6. The securities of the Company were not suspended from trading during the year.
7. There was no issue of shares during the year ended 31st March 2025, other
than ESOPs. Hence, the explanation for variation of utilisation of proceeds, if any, as
per Regulation 32 (4) of SEBI Listing Regulations, is not applicable.
Acknowledgements
The Directors place on record their gratitude for the support of various authorities
including Reserve Bank of India, National Housing Bank, Securities and Exchange Board of
India, Ministry of Housing and Urban Affairs, Ministry of Corporate Affairs, Registrar of
Companies, Financial Intelligence Unit (India), Insurance Regulatory and Development
Authority of India, Stock Exchanges and the Depositories.
The Company acknowledges the role of all its key stakeholders-shareholders, banks and
other lenders, investors, borrowers, channel partners, depositors, deposit agents.
Auditors, Consultants, Registrar & Transfer Agent and Trustees for their continued
support.
The Directors express their appreciation for the dedication and commitment with which
the employees of the Company at all levels have worked during the period.
For and on behalf of the Board |
|
Girish Kousgi |
Dr. T.M. Bhasin |
MD & CEO |
Non-Executive Independent Director |
Place: New Delhi |
|
Date: 2nd July 2025 |
|