Aadhar Housing Finance Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Mar 31, 2026

The Board of Directors of Aadhar Housing Finance Limited
(''your Company'' or ''the Company'' or ''Aadhar Housing''
or ''AHFL'') are pleased to present the 36^th (Thirty- Sixth)
Annual Report and the Audited Financial Statements
(Standalone and Consolidated) of your Company for the
financial year ended March 31, 2026 (''financial year
under review'').

1. Company Overview

Your Company is a Housing Finance Company
registered with National Housing Bank (''NHB'') and
regulated & controlled by Reserve Bank of India ('' RBI'')
and supervised by NHB. Aadhar Housing is one of
the largest low-income housing finance companies
in India servicing the home financing needs of the
low income sections of the society. Aadhar Housing
endeavours to empower underserved millions to own
their first homes. There has been no change in the
nature of business and operations of the Company
during the financial year under review.

Your Company is focused on low-income segment
(ticket size less than 115 lakhs) with an Assets Under
Management(AUM) of 130,571 crores and presence
across 22 states and union territories with a branch
network of over 626 branches as at the end of the
current financial Year. With diversified exposure
across locations and no single state contributing to
more than 15% of AUM, there is low concentration risk
due to wide geographical presence. With the vision of
''Home ownership for aspirational India'', the Company
facilitates financial inclusion by enabling wider
access to housing finance, ethically and responsibly.
Aadhar Housing''s loan disbursement process is
simple, transparent and speedy. With the mission
of ''Delivering transparent and agile tech-enabled
financial solutions to make quality home ownership
possible'', the Company provides 100% secured retail
advances at moderate Loan-to-value (''LTV'') ratios
of 60% using AI powered processes across various
functions. Majority of Company''s mortgage portfolio
satisfies the Priority Sector Lending criteria prescribed
by RBI/NHB and 55% of the Company''s AUM comes
from low-risk salaried customers.

The Gross Non-Performing Assets (''NPA'') on AUM of
the Company stood at 1.08% for the year ended March
31, 2026. Although Company maintains high asset
quality, the Provision Coverage Ratio on NPA Assets
is maintained at 35.68% as at the end of the current
financial year. The Company has strong liquidity
position with high liquid assets/cash & bank balances
of 11,425 crores as at March 31, 2026 in addition to
unutilized Banks'' sanction lines.

2. Financial Performance of AHFL
(Standalone):

Particulars	March 31, 2026	March 31, 2025
AUM	30,571	25,531
Total Income	3687	3109
PAT	1095	912
Net Worth /	7,535	6,368
Total Equity CRAR	42.49%	44.61%
CRAR - Tier I	41.96%	44.07%
Capital CRAR - Tier II	0.53%	0.54%
Capital Retail NPA	1.0ss8%	1.05%
(on retail AUM) ROE %	15.8%	16.9%

3. Major Developments during the year

During the financial year under review, a change in
shareholding and control of the Company occurred,
triggering the Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers)
Regulations, 2011 (''SEBI SAST Regulations''). BCP
Asia II Holdco VII Pte. Ltd. (''Acquirer'') acquired
28,20,52,121 equity shares at 1425 per Equity share,
representing 64.14% of the Expanded Voting Share
Capital, from the erstwhile promoter, BCP Topco VII
Pte. Ltd., pursuant to a Share Purchase Agreement
dated July 25, 2025. Consequent to this acquisition
(''Blackstone Acquisition''), a mandatory open offer
was made to public shareholders, pursuant to which
7,36,706 equity shares were tendered and settled in
cash on February 18, 2026 for Offer Price of 1469.97
and applicable interest of 12.71 per Equity Share.

On February 25, 2026, pursuant to the terms of SPA,
BCP Asia II Holdco VII Pte. Ltd. acquired 28,20,52,121
equity shares from BCP Topco VII Pte. Ltd.

On February 26, 2026, AXDI LDII SPV 1 LTD, who is a
public shareholder, acquired remaining 4,41,39,236
equity shares held by BCP Topco VII Pte. Ltd. at 1425
per equity share pursuant to the share purchase
agreement dated July 29, 2025 (''AXDI Acquisition'').

Pursuant to the above acquisitions, the erstwhile
promoter and promoter group ceased to be promoters
and ceased to have control over the Company, and
BCP Asia II Holdco VII Pte. Ltd was classified as
the Promoter of the Company with effect from
February 26, 2026. The erstwhile promoter
was reclassified as a public shareholder
under Regulation 31A of the Securities and
Exchange Board of India (Listing Obligations and

Disclosure Requirements) Regulations, 2015
(''SEBI LODR Regulations'').

As on March 31, 2026, BCP Asia II Holdco VII Pte.
Ltd. held 64.90% of the equity share capital of
the Company.

4. Initiatives towards funding of the
Green Housing Projects

Your Company in collaboration with the International
Finance Corporation (''IFC''), a member of the World
Bank Organization, is actively working towards
developing a Green Affordable Housing value
proposition within the self-construction segment.
This initiative aims to establish a structured roadmap
for scaling the proposition across the market
through awareness, product, marketing, certification
and subsidy.

A green home is designed to optimize resource
efficiency by reducing electricity, water consumption,
and overall operational costs. Such homes can help
achieve savings of at least 20% on utility expenses,
while also ensuring a healthier indoor environment
and minimizing environmental impact.

Key Highlights

â¢ A total of 500 homes have been certified under the
green building initiative in FY 2025-2026.

â¢ Rajasthan & Karnataka lead significantly with 350
certified homes, showcasing strong adoption of
green building practices in the regions.

This initiative continues to support our ESG
(Environmental, Social, Governance) goals and
enhances the long-term sustainability of our
lending portfolio.

5. Management Discussion and
Analysis Report

In accordance with the applicable provisions of the
RBI Master Directions and SEBI LODR Regulations, a
detailed analysis of the Company''s performance is
discussed in the Management Discussion and Analysis
Report, which forms part of this Annual Report.

6. Changes in the Directors and Key
Managerial Personnel

Board of Directors (âthe Boardâ)

â¢ The Members at the Annual General Meeting of the
Company held on July 29, 2025, considered and
approved the appointment of Mr. Raj Vikash Verma
(DIN: 03546341) as an Independent Director,
for a period of five years w.e.f. May 06, 2025
to May 5, 2030.

â¢ The term of Mr. O. P. Bhatt, Independent Director
and Non- Executive Chairman of the Company
(DIN: 00548091) expired w.e.f close of business

hours on September 12, 2025. The Board places on
record its appreciation for the invaluable guidance
received from Mr. Bhatt during his tenure as
Independent Director and Non- Executive Chairman
of the Company.

â¢ Mr. Raj Vikash Verma (DIN: 03546341)
Independent Director, was appointed as the
Non-Executive Chairperson of the Company
w.e.f. September 13, 2025.

â¢ Pursuant to Section 152 of the Companies Act,
2013 (''Act''), Mr. Mukesh Mehta (DIN: 08319159),
Non-Executive (Nominee) Director retires from the
Board by rotation and being eligible, offers himself
for re-appointment at the ensuing 36^th Annual
General Meeting of the Company.

â¢ The Nomination and Remuneration Committee
of the Company and the Board of Directors have
recommended the re-appointment of Mr. Mukesh
Mehta. A detailed profile of the Director seeking
re-appointment is provided in the Notice of the
36^th Annual General Meeting of the Company.

Key Managerial Personnel

During the financial year under review, there were

no changes in the Key Managerial Personnel of

the Company.

7. Share Capital Structure:

Your Company''s capital structure as at

March 31, 2026 is given in the below table:

Share Capital	Amount in 1 crores
Authorized Share Capital	500.00
(50,00,00,000 Equity Shares
of 110 each)
Issued, Subscribed and Paid-up	435.70
Share Capital (43,57,03,710
Equity Shares of 110 each)

Changes in Capital Structure

and shareholding position:

During the financial year under review, the Company
underwent a significant change in its capital structure
in terms of ownership and voting rights, consequent
to certain acquisitions undertaken in compliance
with the SEBI SAST Regulations. While there was no
material change in the authorized, issued, subscribed
or paid-up equity share capital of the Company, the
aforesaid transactions resulted in a material change
in the shareholding pattern, promoter holding and
control of the Company.

Total Shareholding of	Total Shares acquired by BCP Asia II Holdco ^ VII Pte. Ltd. (Acquirer) pursuant to share purchase agreement dated July 25, 2025 [classified to ''promoter
Total Shareholding of	category'']
BCP Topco VII Pte. Ltd (erstwhile promoter)	[A] 28,20,52,121
[A B=C] 32,61,91,357	Remaining shares were acquired by AXDI LDII SPV 1 LTD pursuant to the share purchase agreement dated July ^ 29, 2025 [classified to ''public category''] [B] 4,41,39,236

Thereby the erstwhile promoter and promoter group
of the Company have ceased to be in control of the
Company and stand re-classified from ''Promoter/
Promoter Group'' category to ''public'' category with
effect from February 26, 2026.

Pursuant to open offer by the acquirer total of
7,36,706 shares were tendered by the shareholders
constituting 0.65% of open offer issue and 0.17%
of total voting share capital of the Company.
The Settlement for open offer was completed on
February 18, 2026 and all subscribing shareholders
were duly paid against the shares tendered by them
in open offer. Accordingly, as on February 26, 2026,
BCP Asia II Holdco VII Pte Ltd. held 65.07% Equity
Shares of the Company.

The eligible employees exercised their stock options
resulting in allotment of 43,19,251 equity shares of
the Company during the year. As a result, the paid-
up Equity Share capital of the Company stands
increased from 14,31,38,44,590 as on March 31, 2025
to 14,35,70,37,100 as on March 31, 2026.

As a result of the above transactions, the promoter
shareholding reduced from 75.61% as on March 31,
2025 to 64.90% as on March 31, 2026.

During the financial year ended March 31, 2026,
the Members of the Company approved the Aadhar
Housing Finance Limited-Employee Stock Option
Plan 2025 (''ESOP Plan 2025'') on November 16,
2025 through special resolutions passed by way of
postal ballot.

Strong Parentage of the BCP Asia II Holdco
VII Pte. Ltd. (A Blackstone Group entity)

The Company enjoys strong parentage of our
Promoter Company and benefits from the resources,
relationships and expertise of Blackstone, one of the
world''s leading investment firms. Blackstone''s asset
management businesses include investment vehicles
focused on real estate, private equity, public debt and
equity, growth equity, opportunistic, non-investment
grade credit, real assets and secondary funds, all
on a global basis. Through its different businesses,
Blackstone had total assets under management of
over USD 1.3 trillion as of March 31, 2026. Currently,
the Board of Directors of the Company has 3 Nominee
directors from the Promoter.

The shareholding pattern of the Company at the end
of the financial year is as mentioned below :-

List of Shareholders & percentage of holding
as on March 31, 2026

Sr. No.	Category of Shareholders	No. of Equity Shares held	Percentage of shareholding
1	Promoter &	28,27,88,827	64.90%
	Promoter
	Group
2	Public	15,29,14,883*	35.10%
Total		43,57,03,710	100.00%

*Includes 26,100 bonus shares kept in abeyance in the
Unclaimed Suspense Account of the Company pertaining to
shareholders who are holding shares in physical form and
have not yet provided their demat account details.

The Company uploads the shareholding pattern as at
the end of each quarter on the websites of the Stock
Exchanges as required under regulation 31 of the SEBI
LODR Regulations.

8. Financial Performance

8.1 Financial summary and highlights of
the Company:

Your Company takes pleasure in presenting the
standalone and consolidated reports on the
operational and business performance, along with
the audited financial statements for the financial year
ended March 31, 2026.

Financial summary and highlights of the Company are given as following :

Particulars	Standalone		Consolidated
Particulars	FY 2025-26	FY 2024-25	FY 2025-26	FY 2024-25
Total Income from Operations	3686.54	3108.62	3686.88	3108.91
Less: Total Expenditures	2280.80	1934.81	2280.97	1935.65
Profit before Tax and Exceptional item	1421.66	1173.81	1421.83	1173.26
Exceptional item	15.92	-	15.92	-
Profit before tax	1405.74	1173.81	1405.91	1173.26
Provision for Taxes	310.25	261.70	310.03	261.43
Profit after Taxes	1095.49	912.11	1095.88	911.83
Appropriations: Transfer to Special Reserve under NHB Act	219.10	182.43	219.10	182.43
Transfer to General Reserve	0.00	0.00	0.00	0.00
Transfer to Debenture redemption reserve	0.00	0.00	0.00	0.00
Retained Profits	876.39	729.68	876.78	729.40
Balance at the beginning of the year	2380.04	1650.36	2381.44	1652.04
Balance at the end of the year	3256.43	2380.04	3258.22	2381.44
Earnings per share- Basic	25.31	21.44	25.31	21.43
Earnings per share- Diluted	24.76	20.85	24.77	20.85

Note: Consolidated financials include financials of wholly owned subsidiary Aadhar Sales and Services Private Limited.

8.2 GNPA and ECL Provision

(including additional provision):

Your Company provides for NPAs using the Expected
Credit Loss Model prescribed under Ind AS 109. The
provision under the Expected Credit Loss Model is
higher than the Income Recognition and Prudential
Norms by 1116.32 crores. The key highlights of the
provisioning are given below -

a) GNPA:

Particulars	As at March 31, 2026	As at March 31, 2025
GNPA on	1.08%	1.05%
AUM (%)
GNPA on Own	1.10%	1.08%
Book (%)

b) Your Company''s gross loan assets are 125,129.86
crores as at March 31, 2026 (120,727.13 crores
as at March 31, 2025). Your Company is carrying
an impairment allowance of 1290.27 crores
as at March 31, 2026 (1243.03 crores as at
March 31, 2025). The ECL provision coverage
ratio on Stage 3 (NPA Assets) is 35.68% as at
March 31, 2026 (34.46% as at March 31, 2025).

c) Based on the current information available, the
Company has estimated various scenario analysis
and applied management overlays based on the
policy approved by the Board, while arriving at
the provision for impairment of financial assets
which the Management believes is adequate.
As at March 31, 2026, your Company is carrying a
management overlay provision of 157.34 crores.

8.3 Financial Ratios:

The key financial ratios of the Company are
given below-

Particulars	FY 2025-26	FY 2024-25
Earning per share (EPS) (in 1)	25.31	21.44
Capital to Risk Asset Ratio (CRAR)	42.49%	44.61%
Net Debt Equity Ratio (DE Ratio)	2.40	2.31
Net Owned Fund	6819.97	5789.83
(NOF) (in 1)	crore	crore

9. Resource Mobilisation:

Your Company''s Resource Planning Policy has been
approved by the Board. The shareholders at the
35^th Annual General Meeting held on July 29, 2025
passed a special resolution under Sections 42, 71,
180(1)(c) read with 180(1)(a) of the Act and rules
made thereunder approving the borrowing limit and
authorizing the Board of Directors / Management
Committee to raise or borrow any sum or sums of
money (including non-fund based facilities) by way
of loan(s) in rupee currency and/or foreign currency
from various borrowing sources up to an amount of
130,000 crores (Rupees thirty thousand crores) or up
to 12 times of Net Owned Fund (NOF) of the Company
whichever is lower, as per provisions of Reserve Bank
of India (Housing Finance Company) Directions,
2025 ('' RBI Master Directions'') and other applicable
Directions/ Notification/ Circulars/Guidelines issued
by RBI/ NHB.

As at March 31, 2026, your Company''s borrowings
primarily comprised of 51% from banks, 22% from
National Housing Bank, 19% from Non-Convertible
Debentures (''NCD''), 5% from External Commercial
Borrowings (''ECB''), 3% from Domestic DFIs. There has
been no deviation in the utilisation of issue proceeds
of secured redeemable NCDs from the objects as
stated in the private placement memorandum.

Over the years, your Company has been taking
steps to change it''s funding mix by diversifying into
capital market instruments, ECBs and other avenues
depending upon the opportunities available in the
market. It will continue with this strategy to diversify
and reduce the reliance on Bank borrowings.

The Company''s strategy to enter into partnerships
with financial institutions that are keen on good-
quality assets for assignment /co-lending of long-
tenor receivables, has helped in maintaining a
balanced ALM position.

(b) Loans from Banks:

As at March 31, 2026, your Company had relationships
with 24 banks. Your Company continued to leverage
on its long term relationships with these banks
and raised additional term loans to the extent of
13,765 crores during the year at competitive rates.
Total outstanding borrowing from banks as at
March 31, 2026 aggregated to 19,542 crores.

(c) Refinance from National Housing
Bank (NHB):

The NHB Refinance department has sanctioned
Refinance facility to the Company under various
schemes for a term ranging from 7 years to 10 years
repayment tenure.

During the year, your Company has availed
refinance facility of 11,304 crores from NHB. As at

March 31, 2026 the outstanding balance on NHB
Refinance amounts to 14,090 crores.

(d) Loans from Domestic DFIs

During the FY 2025-2026, your Company has availed
term loans amounting to 1500 crores from domestic
DFIs to diversify the further funding mix which
remained outstanding as at March 31, 2026.

(e) Borrowings through External
Commercial Borrowing (ECB):

During the FY 2025-2026, your Company has availed
ECB of USD 50 million. Total outstanding ECBs as
at March 31, 2026 was USD 100 million equivalent
to 1944 crores. Your Company has fully hedged the
currency and interest rate risk on these ECBs for the
entire tenure.

10. Borrowings through other Debt
Instruments and Resource
Mobilisation:-

(i) Secured Redeemable Non-Convertible
Debentures (NCDs)

As at March 31, 2026, your Company''s outstanding
Secured NCDs issued under Initial Public Offer stood
at 2,12,353 aggregating to 121.23 crores at face
value, held by 1,171 NCD holders. Your Company has
duly paid the principal/interest amounts on due dates
for the NCDs public issue and has timely intimated
BSE Ltd. and Debenture Trustees.

During the financial year under review, your Company
raised 1400 crores by way of issue of 40,000 Senior,
Secured, Rated, Redeemable, Non-Convertible
Debentures on private placement basis, as per the
applicable provisions of relevant circulars issued by
Securities and Exchange Board of India. The Company
has completed the allotment process within the
prescribed time-limit.

As at March 31, 2026, your Company''s outstanding
secured NCDs under private placement were
13,405.45 crores at face value. Further, your Company
has made timely payment of interest and principal
amount on the respective due dates for NCDs issued
by the Company and there has been no default
in payment.

The SEBI vide its Master circular no. SEBI/HO/DDHS/
DDHS -PoD/P/CIR/2025/0000000137 issued on
October 15, 2025 has mandated Large Corporates
(''LCs'') to raise a minimum 25% of their incremental
borrowings in a financial year through issuance of debt
securities which were to be met over a contiguous
block of three years. The necessary disclosures for
the listed NCDs as per above referred circular has
been disclosed to BSE Ltd.

(ii) Unsecured Subordinated
Non-Convertible Debentures:

As at March 31, 2026, your Company''s outstanding
unsecured subordinated debts were 160 crores at
face value. The debt is subordinated to present and
future senior debt of your Company. Your Company
has duly paid the interest amount due on the aforesaid
NCDs on time and reported the same to BSE Ltd. and
the Debenture Trustees without any delay/default.

(iii) Commercial Paper:

During the financial year under review, the Company
has issued Commercial Paper of 1 500 crores, out of
which 1 300 crores was duly paid on the due date and
commercial papers of 1 200 crores were outstanding
as on March 31, 2026.

(iv) Direct Assignment of Mortgage Pool
Receivables:

the Company has assigned receivables of its mortgage
loan assets aggregating to 11,580 crores, being
investors'' share. Total assigned pool outstanding as
at March 31, 2026 was 15,005.85 crores.

Further, during the year the Company has assigned
receivables of its mortgage loan assets under the
Co-lending arrangement aggregating to 1155 crores,
being investors'' share. Total co-lent receivables
outstanding as at March 31, 2026 was 1 638.97 crores.

(v) Security Coverage for the Borrowings:

The security details of the aforesaid secured
borrowings made by the Company are mentioned at
Note No. 16 and 17 in the Notes to accounts forming
part of the audited financial statements for the year
ended March 31, 2026.

The Company has not provided any gold loans or does
not provide loans against the security of gold or other
precious metals or ornaments during the financial year
2025-26.

(vi) Credit Ratings:

During the FY 2025-2026, Credit Rating of your Company was upgraded to AA (Stable) from AA (Stable) by Care
Ratings Limited. ICRA Limited (ICRA) and India Ratings have changed the outlook to AA (positive) from AA (stable).

The Credit ratings for various Borrowings/FD of the Company are given herein below:

Name of the Rating Agency	Rated Facility	Rating as on March 31, 2026	Rating as on March 31, 2025
CARE	Long Term Bank Facilities	CARE AA (stable)	CARE AA (stable)
CARE	Non-Convertible Debentures	CARE AA (stable)	CARE AA (stable)
CARE	Subordinated Debt	CARE AA (stable)	CARE AA (stable)
CARE	Fixed Deposits	CARE AA (stable)	CARE AA (stable)
BRICK WORKS	Non-Convertible Debentures	Withdrawn	BWR AA (stable)
ICRA	Long Term Bank Facilities	ICRA AA (positive)	ICRA AA (stable)
ICRA	Non-Convertible Debentures	ICRA AA (positive)	ICRA AA (stable)
ICRA	Subordinated Debt	ICRA AA (positive)	ICRA AA (stable)
ICRA	Commercial Paper	ICRA A1	ICRA A1
INDIA RATINGS	Non-Convertible Debentures	IND AA (positive)	IND AA (stable)
INDIA RATINGS	Long Term Bank Facilities	IND AA (positive)	IND AA (stable)

11. Investments:

As per Investment Policy of the Company, the Executive Committee is responsible for approving investments in line
with the policy and limits as set out by the Board. The Investment Policy is reviewed and revised in line with the
market conditions and business requirements from time to time. The decision to buy and sell up to the approved
limit is delegated by the Board to the Investment Executive Committee consisting of Company''s senior executives.
The investment function is carried out primarily to support the core business of housing finance to ensure adequate
levels of liquidity

Your Company maintains sufficient liquidity for its business needs, repayment obligations, LCR requirements and
also to meet any contingencies. As at March 31, 2026, your Company had liquidity buffers of 11,425 crores in highly
liquid assets. The surplus funds are primarily parked in schemes of highly liquid mutual funds, short-term deposits
with banks and government securities. During the financial year 2025-26, your Company has earned 115.97 crores
by way of income from mutual funds and 1103.35 crores by way of interest on deposits placed with banks and
from bonds.

12. Asset Liability Management
Committee (âALCOâ):

The Asset Liability Management Committee lays
down policies and quantitative prudential limits to
manage various types of risks associated with the
business model of the Company within the regulatory
framework. The Company has duly implemented the
RBI''s Asset Liability Management (''ALM'') Guidelines
applicable to Housing Finance Companies.

The Board of Directors of the Company has approved
the ALM policy and reviews the same from time to
time. The ALCO Committee ensures that the liquidity
and interest rate risk are within the regulatory limits.
As at March 31, 2026, your Company had a strong
asset liability position with positive gaps across all
the buckets.

13. Risk Management Framework
and Monitoring:

The sustainability and success of any financial
institution are closely linked to its ability to effectively
identify, assess and manage risks. Aadhar Housing
recognises risk management as a core element
of prudent business operations and has therefore
established an enterprise-wide risk management
framework. A robust risk management approach
enables informed decision-making within defined risk
appetite levels, supporting both risk mitigation and
value creation.

Risk management at Aadhar Housing encompasses
a well-defined culture, structured processes,
and governance mechanisms aimed at optimising
opportunities while managing potential adverse
impacts. The Company follows a proactive,
systematic and disciplined approach by continuously
designing and implementing a comprehensive risk
management programme.

The risk management framework is embedded across
all levels of the organisation and across functional
areas. Clear roles and responsibilities have been
delineated among the Board of Directors, Audit
Committee and Risk Management Committee. The
Chief Risk Officer (CRO) oversees enterprise risk
management and is responsible for the identification,
assessment, monitoring and reporting of key risks
to senior management, the Risk Management
Committee and the Board.

Aadhar Housing has established a Board-approved
Risk Appetite Framework that outlines the various
risks faced by the organisation and defines acceptable
risk thresholds. This framework fosters a clear
understanding of the organisation''s risk tolerance and
guides strategic and operational decision-making. It is
periodically reviewed and updated to reflect changes

in the internal and external environment, ensuring
continued relevance and effectiveness in assessing
and managing emerging risks.

Aadhar Housing has put in place a comprehensive risk
management framework, supported by well-defined
policies and processes. This includes an overarching
Risk Management Policy, an Internal Capital Adequacy
Assessment Process (ICAAP) policy and a structured
Early Warning Signal (EWS) framework, all aligned with
applicable RBI guidelines. During the financial year
under review, the Risk Management Policy has been
reviewed by the Board of Directors at their meeting
held on July 25, 2025.

The framework is designed to proactively identify,
assess and monitor key risks that could impact the
Company''s operations and financial strength. These
risks include credit risk, asset-liability management
risk, concentration risk, interest rate risk, reputational
risk, cybersecurity risk, fraud risk, business and
exposure risks, competitive pressures and regulatory
risks. Continuous oversight of these risk areas is
critical to maintain the Company''s stability, solvency
and long-term resilience.

The Company places significant emphasis on early
and effective risk identification as a cornerstone of
its risk management framework. Risk mitigation is
supported by the following key elements:

â¢ Robust Risk Governance Framework: Clearly
articulated roles and accountabilities across the
Board, its Committees and management to ensure
strong oversight, ownership, and governance of
risk matters.

â¢ Structured Risk Identification and Evaluation: Risks
are systematically identified and assessed through
structured processes covering internal and external
factors, including emerging risks. This is supported
by tools such as scenario analysis, stress testing
and regular risk reviews.

â¢ Ongoing Risk Monitoring and Reporting: Key
risk indicators and exposures are continuously
monitored, with periodic reporting to the Risk
Management Committee and the Board to facilitate
timely and well-informed decision-making.

â¢ Risk Mitigation and Control Framework: The
Company has established appropriate risk limits,
delegation of authority frameworks, internal control
mechanisms and contingency plans aimed at
minimising potential adverse impacts.

â¢ Alignment with Strategic Objectives: Risk
considerations are integrated into strategic
planning, business decision-making and
operational execution, ensuring alignment between
risk appetite and growth objectives.

During the financial year, the Risk Management
Committee periodically reviewed the key risks
impacting the Company''s operations, conducted
root-cause analyses where necessary and
evaluated the effectiveness of mitigation measures
implemented to address such risks.

14. Internal Audit Control & Reporting:

The Company has established an independent
Internal Audit function led by Head - Internal Audit
and supported by team of qualified chartered
accountants, experienced internal auditors and
functional experts. The function operates under a
Risk-Based Internal Audit framework, which is aligned
with the company''s risk management approach and
regulatory expectations applicable to NBFCs.

The Risk Based Internal Audit Policy and Risk Based
Internal Audit Plan are approved annually by Audit
Committee. All the significant findings of internal audit
and action taken status are discussed in the Audit
Committee of the Board. Head of Internal Audit also
meets the Members of the Audit Committee without
the presence of management on quarterly basis.

Periodic branch audits, continuous concurrent
audits and risk-based process audits, information
systems and information security audits are part of
internal audit annual plan. The internal audit function
provides independent assurance on adequacy and
effectiveness of internal controls, governance,
process and risk management framework across
the organization.

15. Directors and Officers (âD&Oâ)
Insurance:

As per the provisions of the Act and in compliance with
Regulation 25(10) of the SEBI LODR Regulations, the
Company has taken a D&O Liability Insurance policy on
behalf of all Directors including Independent Directors
and officers of the Company for such quantum and for
such risks as determined by the Board.

16. Fixed Deposits (âFDâ) program:

Pursuant to the instructions issued by NHB as a
condition for approval of the change in control &
management of the Company, the Company has
stopped accepting any fresh or renewal of deposits
from public from May 2019. Your Company''s FD
programme is rated, CARE AA (stable) by CARE
Ratings Ltd. As on March 31, 2026, your Company''s
outstanding FDs including accrued interest (excluding
unclaimed matured deposit) are 10.46 crores. The
Company is regular in payment of interest and
maturity amount dues to depositors without any delay
or default. The Company has maintained SLR security
deposits with Government Bonds/Fixed Deposits for
amount more than the stipulated requirements by the

Regulators for repayment of these deposits as and
when required by the depositors.

As per Para 58 of the RBI (Non-Banking Financial
Companies - Acceptance of Public Deposits)
Directions, 2025 the details of Company''s unclaimed
matured public deposit accounts of depositors,
after the date on which the deposit became due
for repayment and the total amount due under such
unclaimed/ unpaid accounts as on March 31, 2026 are
mentioned below :

a. Total 52 nos. of accounts of fixed deposits of the
Company which have not been claimed by the
depositors after the date on which the deposit
became due for repayment.

b. Total amount of 111,80,697 is due, under such
accounts remaining unclaimed or unpaid beyond
the date referred to in clause (a) as aforesaid.

For the unclaimed deposits as mentioned above, the
Company has taken the following actions:-

i) The Company continuously contacts the FD
holders through SMS/ call/ postal letters to
obtain the depositors'' instructions so as to
ensure repayment of the unclaimed deposits.

ii) The Company also contacted the depositors or
nominee or sourcing agent through our local
branches, requesting them to complete the
formalities for receiving the maturity payments
of FDs.

17. Unclaimed/ Unpaid Dividend and
Interest:

During the financial year under review, your Company
transferred unclaimed Interim dividend of 194,844/-
for the financial year 2017-18 and interest of 179 on
matured debentures which remains unclaimed for
the financial year 2018-19 to the Investor Education
and Protection Fund (''IEPF''), established by the
Central Government on September 16, 2025 and on
January 21, 2026 respectively. During the financial
year under review, no shares were transferred by the
Company to IEPF. Your Company has duly complied
with all applicable provisions of Act and the Investor
Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016 (''IEPF Rules'')
regarding Unclaimed/ Unpaid Dividend and Interest.

18. PMAY 2.0 Urban - Interest Subsidy
Scheme (ISS) :

The Ministry of Housing and Urban Affairs (MoHUA),
Government of India is implementing the Interest
Subsidy scheme ''ISS'' under Pradhan Mantri Awas
Yojana - Urban 2.0 (PMAY-U 2.0) to support the
eligible beneficiaries by providing the interest subsidy
on Home Loans and to address the housing needs
of the economically Weaker Sections (EWS)/Low

Income Group (LIG)/and Middle Income Groups (MIG)
segments in Urban areas.

The ISS envisages the provision of interest subsidy
on home loan to enable EWS/LIG/MIG borrower/
beneficiary to buy or construct the house.

This PMAY scheme was implemented through
4 verticals:-

i) Beneficiary lead construction (BLC)

ii) Affordable Housing in partnership (AHP)

iii) Affordable Rental Housing (ARH)

iv) Interest Subsidy Scheme (ISS)

PMAY 2.0 claim and Disbursement
Status as on March 31, 2026

Aadhar Housing has also executed MOU for availing
benefits under various Schemes of PMAY 2.0 ISS with
National Housing Bank on November 5, 2024. The
Company has submitted the claim for subsidy to NHB
from time to time under the PMAY scheme.

(i) Total PMAY claim received in PMAY 2.0 ISS till
March 31, 2026 is for 12,466 loan accounts
(EWS/LIG - 10,996 Loan accounts & MIG - 1,470
Loan Accounts)

(ii) Till March 31, 2026, 140.50 crores subsidy has
been released to customers covered under PMAY
2.0 ISS (EWS/LIG customers - 135.49 crores &
MIG customers - 15.00 crores)

19. Reserve Bank of India (âRBIâ)/
National Housing Bank (âNHBâ)
Regulations/Directions:

The RBI has continuously endeavoured to optimise
its regulatory framework. The RBI/ NHB has issued
several Directions/ Regulations/ Guidelines/ Advisories
throughout the year and your Company is adhering to
the same during the year as per applicability. Your
Company is having a valid NHB License for carrying
on business of Housing Finance Company.

During the year RBI has consolidated the various
Directions as applicable to our Company. The RBI/
NHB Directions/ Regulations/ Guidelines/ Advisories
are placed before the Board of Directors at regular
intervals with Compliance update on the same. The
Company has implemented and formulated policies
and procedures as applicable.

While the RBI serves as the principal regulator for the
Company, supervisory oversight continues to rest
with the NHB. Various inspection observations of
NHB were satisfactorily complied and resolved and
reported to the Board.

During the year, Mr. Pratik Rajendra Jariwala was
appointed as the Chief Compliance Officer with effect
from 15^th August, 2025, following the retirement of
Mr. Sreekanth V. N., who stepped down from the
position on 14^th August, 2025. The appointment
was made in accordance with the requirements
specified under RBI Circular No. DOS.CO.PPG/
SEC.01/11.01.005/2022-23 dated 11^th April, 2022.The
Chief Compliance Officer also meets the Members
of the Audit Committee without the presence of
management on quarterly basis.

To further strengthen the Company''s compliance
framework the Company has implemented compliance
management tool. This system facilitates timely
tracking, reporting, and escalation of compliance
requirements, thereby strengthening Company''s
commitment towards regulatory governance.

There have been no delays in filing the necessary
disclosures, returns and necessary forms with respect
to Foreign Direct Investment for the financial year
under review. There were no fines/penalties levied
by the RBI during the year 2025-26. All the Directors
meet the fit and proper criteria stipulated under the
RBI Master Direction, as amended from time to time.

As per the Master Circular- Returns to be submitted by
Housing Finance Companies (HFCs), the Company has
duly complied and submitted all the required monthly/
quarterly/ half yearly/yearly NHB reports/ returns,
intimation of opening/ closing (shifting/relocation/
merger) of branches/offices within prescribed timeÂ¬
limit during the FY 2025-26.

The Company being a financial institution is also
registered for taking SARFAESI Action under
Securitisation and Reconstruction of Financial Assets
and Enforcement of Security Interest Act, 2002
("SARFAESI Act") and the same has been notified
by NHB.

20.Capital Adequacy and Transfer to
Special Reserve

As per the Reserve Bank of India (Housing Finance
Companies) Directions, 2025, the Company is required
to maintain a minimum capital adequacy of 15% on a
standalone basis. The Capital Adequacy Ratio (CAR) of
your Company was at 42.49% as on March 31, 2026, as
compared to the regulatory requirement of 15%. The
following table sets out Company''s Capital Adequacy
Ratios as at the end of last 3 financials years:

Particulars	As on March 31
Particulars	2026	2025	2024
Capital Adequacy Ratio (CRAR)	42.49%	44.61%	38.46%
CRAR - Tier I Capital	41.96%	44.07%	37.74%
CRAR - Tier II Capital	0.53%	0.54%	0.72%

In addition, the National Housing Bank Act, 1987 also
requires that your Company transfers minimum 20%
of its annual profits to a Special Reserve fund, which
the Company has duly complied.

21. Principal Business Criteria for
HFCs

RBI vide its circular number RBI/DoR/2025-
26/365DoR.FIN.REC.284/03-10-119/2025-26 dated
November 28, 2025 defined the principal business
criteria for HFC''s as follows:

a. It is an NBFC whose financial assets, in the
business of providing finance for housing,
constitute at least 60% of its total assets (netted
off by intangible assets).

b. Out of the total assets (netted off by intangible
assets), not less than 50% should be by way of
housing financing for individuals.

The Company has complied and is meeting the
aforesaid principal business criteria for HFC
as detailed below :.

Particulars	As on March 31, 2026 (K In Crores)
Total Assets	27,389.90
Add: Expected Credit Loss	290.27
Less : Intangible assets	(2.32)
Net total assets	27,677.85
Housing Finance	18,107.09
Housing Finance for	18,107.09
Individuals
Percentage of housing finance	65.42%
to total assets (netted off
intangible assets)
Percentage of individual	65.42%
housing finance to total assets
(netted off intangible assets)
Percentage of individual	100%
housing finance to housing
finance

22. Insurance Regulatory and

Development Authority of India
(IRDAI):

The Company is registered with IRDAI as
Corporate Agent - Composite, bearing registration
number CA0012 with validity till March 31, 2028.
The Company has executed Corporate Agency
agreement with the insurers : Pramerica Life
Insurance Limited, Go Digit General Insurance
Limited and Bajaj General Insurance Limited.

During the FY 2025-2026, the Company has
complied with Insurance Regulatory and Development
Authority of India (Registration of Corporate Agents)
Regulations, 2015 and all other relevant regulations

/ circulars and guidelines issued by IRDAI. Also the
Company has, duly filed/ submitted various returns,
reports and intimations within the prescribed timeÂ¬
limit. No penalties/fine were levied by the IRDAI during
the FY 2025-2026.

23. Trade Marks Registration for the
Company:

Aadhar Housing owns a combination of trademarks
to establish and protect our brands, logos and
marketing designs. The Company has 14 trademarks
registered with the Registrar of Trademarks under the
Trade Marks Act, 1999.

24. Fair Practice Code, KYC norms,

Anti Money Laundering standards
and Policy for prevention,
prohibition and Redressal of Sexual
Harassment:

The Fair Practice Code, KYC Norms and Anti Money
Laundering (AML) Standards as per the guidelines
issued by the NHB/RBI from time to time are invariably
adhered to and duly complied by the Company. The
Company has put in place Board approved robust Know
Your Customer (KYC) & Anti Money Laundering (AML)
Measures Policy (''KYC & AML Policy'') for compliance
by the branches and the same is reviewed by the
Board periodically. The Internal Auditors conducted
the audits of the branches to ensure adherence of
these AML standards during the financial year under
review. The quarterly reporting under KYC & AML
policy has been submitted to NHB within the due
dates for intimation.

The Company has zero tolerance for sexual
harassment at workplace and has adopted a Policy
on prevention, prohibition and redressal of sexual
harassment at workplace in line with the provisions
of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and
the Rules thereunder (''the POSH Act'') for prevention,
prohibition and redressal of complaints of sexual
harassment at workplace. The Company has also
constituted an Internal Committee (IC) in compliance
with Section 4 of the POSH Act.

During the financial year under review, the Company
has complied with provisions relating to the
constitution of Internal Complaints Committee under
the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

Details of complaints under POSH Act are as under:

a) Number of complaints at the beginning of the
financial year: 01

b) Number of complaints filed during the financial
year: 03

c) Number of complaints disposed of during the
financial year: 04

d) Number of complaints pending as at end of the
financial year: Nil

25. Internal Financial Control
Measures/System:

While conducting audit, the Internal Audit function
also ascertains the extent of adherence to regulatory
guidelines, legal requirements, internal policies
and standard operating procedures and provides
timely feedback to the management for corrective
and preventive action. Internal Audit reports are
discussed with the management and all significant
internal audit findings and action taken thereon are
periodically placed before the Audit Committee for
review and guidance. Audit Committee evaluates the
performance of the internal audit function and reviews
the adequacy and effectiveness of the internal control
systems, risk management processes and compliance
with regulatory guidelines.

Concurrent Audit Portal:

Aadhar Housing has launched the Web-based
Concurrent Audit Portal (AHFL Audit Application),
developed with support from the in-house IT team.
This platform enables auditors to raise observations
and monitor actionable items seamlessly within the
system building transparency and accountability.

The portal serves as a centralized repository for
capturing and preserving audit observations.
Additionally, it facilitates end-to-end tracking of
observations and helps capture auditee responses
along with corrective actions and closure status,
replacing the manual tracking of the same in excels
and emails.

26. Auditors

Statutory Auditors, their Report and
Notes to Financial Statements:

The Joint Statutory Auditor''s Report does not contain
any qualifications, reservations, adverse remarks
or disclaimer. The Joint Statutory Auditors have not
reported any incident of fraud to the Audit Committee
or the Board of Directors under Section 143(12) of the
Act during the financial year under review.

M/s S. R. Batliboi & Associates LLP, Chartered
Accountants continues to be the joint statutory auditor
of the Company. The tenure of M/s. Kirtane & Pandit
LLP, Chartered Accountants as joint statutory auditors
is completing at the ensuing Annual General Meeting.

The Audit Committee and the Board at their meetings
held on March 26, 2026 and May 5, 2026 respectively
have recommended the appointment of M/s. N.M. Raiji
& Co, (Firm Registration No 108296W), Chartered
Accountants as Joint Statutory Auditors to hold
office for a period of three consecutive years i.e.
from FY 2026-2027 till the conclusion of Annual
General Meeting to be held for FY 2028-2029 for the
approval of the Members. Details of their appointment
forms part of the Notice of the 36^th Annual General
Meeting. M/s. N.M. Raiji & Co, holds a valid peer
review certificate.

Secretarial Audit and Secretarial
Compliance Report :

At the 35^th Annual General Meeting held on
July 29, 2025, M/s Aashish K. Bhatt & Associates,
Company Secretaries, Mumbai, (Membership Number
- ACS 19639 and Certificate of Practice Number
-7023) have been appointed as Secretarial Auditor of
the Company for a term of 5 (Five) consecutive years
commencing from FY 2025-2026 till FY 2029-2030,
pursuant to Regulation 24A and other applicable
provisions of the SEBI LODR Regulations and section
204(1) of the Act. The Secretarial audit report in
Form MR- 3 for financial year 2025-26 is attached as
Annexure 1 to the Board''s report.

There are no qualifications or adverse remarks
in the Secretarial Audit Report for the financial
year 2025-26.

A copy of the Annual Secretarial Compliance Report
for the financial year 25-26, signed by the secretarial
auditor is available on the website of the stock
exchanges and uploaded on the website of the
Company at https://aadharhousing.com/investor-
relations/disclosures-under-regulation-62-of-the-
sebi-lodr-regulation-2015-pdfannual-secretarial-
compliance-report.

Cost records and Auditors:

The provisions mandating maintenance of Cost
Records and conducting Cost Audit as prescribed
under Section 148 of the Act are not applicable to
the Company.

Corporate Governance report and
Compliance Certificate:

The Corporate Governance report as stipulated under
Schedule V Part C of the SEBI LODR Regulations forms
part of this Annual Report.

The Compliance certificate as required under
Schedule V Part E of the SEBI LODR Regulations,
confirming compliance with the requirements of
Corporate Governance received from M/s Aashish K.
Bhatt & Associates, Company Secretaries, is attached
as Annexure 2 to the Board''s report.

I n accordance with Part D of Schedule V of the
SEBI LODR Regulations, declaration from Managing
Director & CEO of the Company has been received
confirming that all the Directors, Key Managerial
Personnel and the Senior Managerial Personnel of
the Company have affirmed the compliance and have
also complied to the Code of Conduct of Directors
and senior management for the financial year ended
March 31, 2026 and is attached as Annexure 3 to
this Report. The said code is hosted on the website
of the Company and can be accessed at web link :
https://aadharhousing.com/investor-relations/code-
of-conduct-of-the-board-of-directors-and-senior-
manage

27. Reporting on various Corporate
Governance Regulations &
Compliances under the Act:

i) Annual Return as per
section 134(3)(a):

During the year 2025-26, the Annual General
Meeting for the financial year 2024-25 was duly held
on July 29, 2025 and the Annual Return was filed
within prescribed time limit.

As provided under section 92(3) and 134(3)(a)
of the Act, Annual Returns of the Company are
placed on the website of the Company at https://
aadharhousing.com/investor-relations/disclosures-
under-regulation-62-of-the-sebi-lodr-regulation-
2015-pdfannual-return

ii) Number of meetings of the Board &
Committees under section 134(3)(b):

During the financial year under review, the Board of
Directors met periodically/as and when required, to
deliberate various issues, policy matters and take
suitable decisions etc. The details of Board of Directors
and their Meetings and also various other Board level
Committee Meetings are furnished separately under
the Corporate Governance Report, which forms part
of this Annual report.

iii) Directorsâ Responsibility Statement
under section 134(3)(c):

As required by section 134(3)(c) read along with
section 134(5) of the Act, the Board of Directors
state that:

a. in the preparation of the Annual Financial
Statements for the financial year ended March
31, 2026, the applicable Accounting Standards

had been followed and there were no material
departures from the same;

b. the Directors had 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 March
31, 2026 and of the profit of the Company for
that period;

c. the Directors had taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of this
Act for safeguarding the assets of the Company
and for preventing and detecting fraud and
other irregularities;

d. the Directors had prepared the annual financial
statements on a going concern basis;

e. the Directors, had laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
were operating effectively.

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

iv) Details of Fraud Reporting to NHB & as
per provisions of section 134 (3) (ca) read
with section 143 (12) of the Act:

a) There were no material fraud cases amounting to
11 crore or above, detected and required to be
reported during the FY 2025-2026, as per the
provisions of section 134 (3) (ca) read with section
143 (12) of Act to the regulatory authorities.

b) Frauds of value involved for 11 lakh & above and
frauds committed by unscrupulous borrowers,
detected, during the FY 2025-2026 - the
Company has duly reported 39 fraud cases as
per Circular(s)/ Guidelines, issued by National
Housing Bank/ Reserve Bank of India.

v) In terms of section 134(3)(d) of the Act, your Board
states that the Independent Directors have given
a declaration under section 149(7) of the Act and
Regulation 25(8) of the SEBI LODR Regulations
confirming that they continue to meet the criteria
of independence as prescribed under Section
149(6) of the Act and Regulation 16(1)(b) of the SEBI
LODR Regulations.

Company, along with the criteria for determination of
remuneration and evaluation of Board of Directors/
Committees (including Independent Directors) and
KMPs/Senior Managerial Personnel of the Company
and includes other matters, as prescribed under
the provisions of Section 178 of the Act. During the
financial year under review, the NRE policy has been
reviewed by the Board of Directors at its Meeting held
on January 30, 2026. Further pursuant to provisions
of RBI Master Directions, the Company has obtained
Fit & Proper declarations and Deed of Covenants
and various other declarations duly signed by all the
Directors of the Company.

The aforesaid policy is available on the website of the
Company, i.e. https://aadharhousing.com/investor-
relations/policies

vii) I n terms of section 134(3)(g) of the Act, the Company
has not made any Investment through two or more
layers of Investment Companies, pursuant to
provisions of section 186(1) of the Act. Further, the
Company being Housing Finance Company, all loans
are in the ordinary course of business and details of
the investment made by the Company are disclosed in
Financial Statements and Notes of Accounts, thereto,
which forms part of this Annual Report.

viii) Particulars of transactions with related
parties under section 134(3)(h) and
section 188 of the Act:

The transactions with related parties are entered
as per the Related Party Transaction Policy of the
Company, pursuant to provisions of section 188 of
the Act, read with the rules made thereunder and
Regulation 23 of SEBI LODR Regulations, after taking
necessary approval of Audit Committee of the Board.

A quarterly update is also given to the Audit Committee
and the Board of Directors on the Related Party
Transactions (''RPTs'') undertaken by the Company
for their review and consideration and disclosures of
RPTs are also submitted to BSE and NSE on a halfÂ¬
yearly basis.

Apart from payment of sitting fees and commission
to Independent Directors, there is no pecuniary
relationship or transactions of the Independent/
Non-Executive Directors vis a vis the Company. The
details with respect to the related party transactions
are mentioned in the notes to the financial statements
audited for the financial year ended March 31, 2026.

There are no transactions to be reported as per
Section 188 of the Act read with Rule 15 of Companies
(Meetings of Board and its Powers) Rules, 2014 as
amended from time to time and hence the disclosure of
related party transaction as required in the prescribed
Form AOC - 2 is not applicable.

During the financial year under review, the Company
has not given any loans and advances in the nature
of loans to its subsidiaries or associate(s) or to

firms/companies in which Directors are interested.
Accordingly, the disclosure of particulars of loans/
advances, etc., as required to be furnished in
the annual accounts of the Company pursuant to
Regulations 53 (f) read with paragraph A of Schedule
V of the SEBI LODR Regulations is not applicable to
the Company.

The Audit Committee on March 31, 2025 has approved
the omnibus transaction limits for RPTs with related
parties and Directors for the financial year 2025-26
as per the note/limits circulated to the Committee
with clarifications.

During the financial year under review, the Company
has not entered into any transactions with any
person or entity belonging to the promoter/promoter
group which hold(s) 10% or more shareholding in
the Company.

The Related Party Transaction Policy of the Company,
duly approved by the Board can be accessed on the
website of the Company at link provided below:
https://aadharhousing.com/investor-relations/policy-
on-related-party-transaction

ix) Meetings of the Board and its
Committees:

Board

The Board of Directors of your Company meet
at regular intervals to discuss and decide on the
Company''s performance and strategies. During
the financial year under review, the Board met 8
(Eight) times on April 17, 2025, May 6, 2025, July 25,
2025, October 10, 2025, November 7, 2025, December
18,2025, January 30, 2026 and March 17, 2026.

Further details on the Board, its Meetings,
composition and attendance are provided in the
Corporate Governance Report, which forms part of
this Annual Report.

Your Company has the following 12 (Twelve) Board-
level Committees, which have been established in
compliance with the requirements of the business and
relevant provisions of applicable laws and statutes:

â¢ Audit Committee

â¢ Nomination and Remuneration Committee

â¢ Corporate Social Responsibility Committee

â¢ Stakeholders'' Relationship Committee

â¢ Risk Management Committee

â¢ IT Strategy Committee

â¢ Asset Liability Management Committee

â¢ Investment Committee

â¢ Management Committee

â¢ Share Transfer and Allotment Committee

â¢ Willful Defaulter Review Committee

â¢ Consumer Protection Committee

More information on all of the above Committees
including details of their Meetings, composition and

attendance are provided in the Corporate Governance
Report, which forms part of this Annual Report.

x) Transfer of profits to Reserves:-

In terms of section 134(3)(j) of the Act, the Company
has transferred a sum of 1219.10 crores to the Special
Reserves under Section 29C of National Housing Bank
Act, 1987 and Section 36(1)(viii) of the Income Tax
Act, 1961, in addition to other provisions created
during the financial year under review as per the
audited financials submitted to the Board.

xi) In order to conserve the resources for better growth
opportunity, there was no dividend recommended or
declared during the financial year under review, which
is in line with the Dividend Distribution Policy of the
Company. The policy is available on your Company''s
website athttps://aadharhousing.com/investor-
relations/dividend-distribution-policy

xii) Material changes and commitments,
if any, affecting the financial position
of the Company which has occurred
between the end of the financial year
of the Company to which the financial
statements relate and the date of the
report, in terms of Section 134(3) (l) of
the Act:

There were no other material changes and
commitments affecting the financial position of
the Company.

xiii) Statement containing salient features of
the financial statements of subsidiaries
or associates companies or joint venture:

A report on the performance and financial position of
the Company''s Subsidiary as per Section 129(3) of
the Act read with the Companies (Accounts) Rules,
2014, in the prescribed form AOC-1 is attached as
Annexure 4 to the Board''s Report. The Company does
not have any associate companies or joint ventures as
on March 31, 2026.

xiv) Conservation of Energy, Technology
Absorption and Foreign Exchange
Earnings and Outgo in terms of Section
134(3)(m) of the Act read with Rule 8 of
Companies (Accounts) Rules, 2014:
Conservation of Energy

also installing energy-efficient devices such as LED
Lights, etc. in all the branches. The Company has
deployed energy-efficient printing machines in some
branches which consume very minimal energy for
printing and scanning. The Company has just started
procuring UPS, which runs on Lithium-ion batteries to
reduce carbon footprint against lead acid batteries.
The Company endeavours to follow mostly green
procurement wherever possible to reduce energy
consumption and reduce the overall carbon footprint.

Technology Upgradation

During the year, Aadhar Housing advanced its digital
transformation journey by deepening application-
level capabilities, strengthening infrastructure and
fortifying cyber security. The Company''s focus
remained on enhancing customer experience, ensuring
regulatory compliance and building a resilient digital
ecosystem that supports growth and innovation.

A major thrust was placed on digital sales and customer
onboarding, where new platforms streamlined vendor
onboarding, standardized lead creation for Direct
Selling Agents and introduced a self-service digital
journey enabling customers to complete applications
and receive instant offer. Across the loan lifecycle,
the Company digitized critical processes with
modules for one-time settlements, asset auctions
and credit line automation. Online prepayment
options were introduced through secure link-based
systems, offering customers greater convenience and
improving collection efficiency. These innovations
collectively strengthened operational control and
transparency in loan management. To drive process
efficiency and workflow management, the Company
upgraded its document tracking system, automated
court record updates and launched the Green
Hatz Portal to centralize ideation and innovation
collaboration amongst staff. Automated NHB ADF
data submission ensuring prompt and correct
reporting to regulators, while portal-based user
access recertification strengthened IT governance.
Integration with government schemes was also
strengthened through seamless connectivity with
the PMAY portal, ensuring smoother processing of
applications under flagship initiatives.

On the technology infrastructure front, the Company
modernized its branch network with cloud-managed
Cisco Meraki-systems across branches, ensuring
standardized architecture and consistent service
quality. Cyber security was fortified through
centralized identity and access management across
key branches, enabling role-based access control and
strengthening the zero-trust framework. The adoption
of Secure Access Service Edge unified cloud security,
web filtering, and data loss prevention, while mobile
data management solutions safeguarded mobile
email access under conditional zero-trust policies.
Continuous cyber risk posture monitoring was

introduced through security rating platform, providing
independent visibility into external attack surfaces
and rectification tracking.

Collectively, these initiatives underscore Aadhar
Housing''s commitment to building a future-ready digital
enterprise. By integrating advanced applications,
intelligent automation, robust infrastructure and
comprehensive cyber security, the Company has
positioned itself to deliver superior customer
experiences, maintain regulatory excellence, and
sustain operational resilience in an increasingly digital
financial services landscape.

Foreign exchange earning and outgo:

The foreign exchange earnings and outgo etc. and
other provisions of reporting as per the Act are given
below as applicable to the Company during the year
under review.

Particulars	As at March 31, 2026	As at March 31, 2025
Particulars	Amount (K in crores)	Amount (K in crores)
Foreign Exchange	39.94	6.05
outgo
Foreign Exchange	433.87	437.28
inflow

Business Responsibility and Sustainability
Reporting:

In accordance with Regulation 34(2)(f) of the
SEBI LODR Regulations, 2015, the top 1,000 listed
companies based on market capitalization are
required to include a Business Responsibility and
Sustainability Report (BRSR) in their Annual Reports.
Accordingly, the BRSR describing the initiatives taken
by the Company from an environmental, social and
governance perspective, forms part of this Annual
Report as Annexure 5.

xv) Corporate Social Responsibility under
Section - 134(3)(o):

Your Company has in place, Corporate Social
Responsibility Policy, as per the provisions of
the Companies (Corporate Social Responsibility
Policy) Rules, 2014 (''CSR Rules''), which lays down
the guidelines and mechanism for undertaking
socially useful projects for welfare and sustainable
development of the community at large. During the
financial year under review, the CSR policy has been
reviewed by the Board of Directors at its Meeting held
on May 6, 2025. According to the provisions of the
Act, the Corporate Social Responsibility Committee
was formed by the Company. The annual report on
CSR activities, the total amount of CSR contribution
and payment details are given in Annexure 6 to this

Board''s Report. The Company has duly transferred
the unspent amount relating to ongoing projects to a
special account called the Unspent Corporate Social
Responsibility Account 2026, in accordance with
sub-section (6) of the CSR Rules within 30 days from
the end of the financial year 2025-26. The amount
shall be spent by the Company in pursuance of its
obligation towards the Corporate Social Responsibility
Policy within a period of three financial years from the
date of such transfer.

The CSR Policy is available on the website of the
Company, i.e. https://aadharhousing.com/investor-
relations/policies

xvi) Formal Annual Evaluation of the
Board, its Committees and of individual
directors under section 134(3)(p) and
rule 8(4) of the Companies (Accounts)
Rules, 2014:

Pursuant to the provisions of the Act and its Rules,
an annual evaluation of the performance of the
Board, its Committees and of individual Directors,
was carried out during the year. The NRC of the
Board has laid down the manner in which annual
evaluation of the performance of the Board, its
Committees and Individual Directors has to be made.
The evaluation is based on various parameters
as defined in the Nomination Remuneration and
Evaluation policy of the Company. The performance of
Non-independent Directors, Chairperson of the
Board, the Board as a whole,and the Committees
of the Board has been evaluated by Independent
Directors in a separate meeting held on March 10,
2026. The Board was briefed on the recommendations
of the Nomination & Remuneration Committee and
of the Separate Meeting of Independent Directors.
The Board at its meeting discussed the performance
of the Board, as a whole, its Committees and
Individual Directors.

The Nomination and Remuneration Committee has
also evaluated the Directors/ KMPs at the time of
their appointment.

xvii) Statement regarding opinion of
the Board with regard to integrity,
expertise and experience (including
the proficiency) of the independent
directors appointed during the year, in
terms of rule 8 (5) (iii a) of Companies
(Accounts) Rules, 2014 as amended :

The Independent Directors are selected as per the
applicable provisions of Act, read with RBI Master
Directions based upon the qualification, expertise,
track record, integrity and the ''fit and proper''
criteria and the Company obtains the necessary

information and declaration from the Directors. All
the Independent Directors of the Company have
strong academic background and having long stint
experience with renowned Government and private
organizations/corporates. The integrity/ expertise
of the Directors have been evaluated at the time of
appointment and every year by the Board and NRC at
their respective meetings.

Further, all Independent Directors have confirmed
that they have registered with the data bank of
Independent Directors maintained by any body,
institute or association, as may by notified by the
Central Government, and are either exempt or have
completed the online proficiency self- assessment
test conducted by the Indian Institute of Corporate
Affairs in accordance with the provisions of Section
150 of the Act.

xviii) Secretarial Standards of Institute of
Company Secretaries of India

Your Company is in compliance with the Secretarial
Standards specified by the Institute of Company
Secretaries of India (''ICSI'') on Meetings of the Board
of Directors (SS-1) and General Meetings (SS-2).

xix) Vigil Mechanism / Whistle
Blower Policy:

In terms of section 177(9) of the Act and Rule 7 of
the Companies (Meetings of Board and its Powers)
Rules, 2014, read with the SEBI LODR Regulations, the
Board of Directors has put in place a Vigil Mechanism
and adopted a Whistle Blower Policy to provide
for adequate safeguards against victimization of
employees and directors who may avail of the vigil
mechanism/ whistle blower policy, by directly sending
mail to the Chairperson of the Audit Committee.
The Company affirms that no person was denied
access to the Audit Committee.

These provisions are already circulated to the
employees through the intra-net and the same is
also available at the website of the Company i.e,
https://aadharhousing.com/investor-relations/
disclosures-under-regulation-62-of-the-sebi-lodr-
regulation-2015-pdfdetails-of-establishment-of-
vigil-mechanism-whistle-blower

During the financial year under review, the Whistle
Blower Policy has been reviewed by the Board of
Directors at their meeting held on July 25, 2025.

xx) Investments, loans and guarantees given
by the Company:

limits prescribed under section 186 the Act, read
with Companies (Meetings of Board and its Powers)
Rules, 2014, as applicable to the Company. Details of
Investments made, loans and guarantees given by the
Company are disclosed in the financial statements for
financial year 2025-26.

xxi) Name of the companies, which have
become or ceased to become subsidiary,
joint venture or associate company,
during the financial year under review

: NIL

xxii) Details of significant and material order,
passed by the Regulators or Court or
Tribunals, impacting the going concern
status and Companyâs operations in
future : NIL

xxiii) Human Resources:

At Aadhar Housing, people constitute a core pillar of
the Company''s long-term progress and organizational
strength. The Company recognizes its workforce as a
key driver of performance, resilience and sustainable
growth. People-first philosophy is embedded across
organizational practices, fostering an environment
that supports engagement, development and
empowerment. In recognition of this sustained focus,
Aadhar has been named among India''s Top 50 Best
Workplaces in BFSI 2026 by Great Place to WorkÂ®,
India and has achieved the Great Place to WorkÂ®
certification for the seventh consecutive year.

During FY 2025-2026, the team of Aadhar Housing
has grown steadily from 4,583 employees last year to
5,430 employees at the end of this year. The Company
strengthened leadership capability, workforce
readiness and internal mobility through structured
development frameworks and talent initiatives such
as fast-track career growth programs and internal
job postings, supported by a robust blended learning
ecosystem. Employee engagement and well-being
were enhanced through a comprehensive Engagement
and Well-being Calendar, encompassing cultural
celebrations, wellness initiatives, health check-ups,
and community-building activities, while women-
focused programmes advanced inclusion through
targeted support and capability-building initiatives.
Recognition and transparent communication remained
core to the employee experience, with the rewards
and recognition programme, long-service awards,
and regular leadership town halls fostering trust and
shared ownership.

Collectively, these integrated efforts reinforce the
Company''s commitment towards building a meaningful
employee experience and a culture shaped by trust
and teamwork.

xxiv) Training & Development :

At Aadhar Housing, capability building remains
a strategic priority focused on fostering a high-
performance, inclusive and future-ready workforce.
During FY 2025-2026, Learning & Development (L&D)
initiatives were tightly aligned with business objectives
through a blended, scalable learning ecosystem
designed to enhance functional, behavioural and
leadership capabilities across the organization.

This year, we launched Aadhar Gurukul - Learning
Management System (LMS) with a mobile-first
philosophy, the platform provides employees with
user-friendly access to diverse learning content and
seamless management features, effectively making
professional development accessible anytime and
anywhere while significantly enhancing the overall
employee experience.

To ensure role readiness and rapid integration, the
Company implemented several structured onboarding
and functional programs. The ''Praarambh'' initiative
provides a role-based induction for all new hires,
while ''Induct Right'' offers a phased onboarding
journey for Sales employees (M0-M3) to reduce time-
to-productivity through a structured model. These
are complemented by regular functional training
sessions across all business and enablement units,
which serve to communicate critical policy updates,
bridge operational gaps and maintain high levels of
job effectiveness.

Complementing technical training, Aadhar Housing
places a heavy emphasis on behavioural and soft skills
development. Targeted interventions for frontline and
leadership teams focus on core competencies such
as communication, conflict management, negotiation
and a growth mindset to drive collaboration and
accountability. Leadership development follows a
laddered approach to secure a future-ready pipeline,
highlighted by the Leadership Symposium on emerging
trends like AI, a residential program at 11M Indore for
high-potential mid-managers, and the ''We LEADD''
initiative in partnership with the Great Managers
Institute targeted at Branch Manager development.

Furthermore, the Company has successfully
expanded its outreach by training 2,636 Village
Level Entrepreneurs (VLEs) to support rural market
growth. This expansion is underpinned by a strict
commitment to compliance, with mandatory training
in AML/KYC, POSH, and Information Security to

reinforce ethical conduct. Finally, the "Championing
Customer Service" program ensures that a customer-
first mindset is embedded throughout the workforce,
utilizing case-based learning to standardise service
excellence and improve responsiveness across all
customer touchpoints.

xxv)Details of Employee Stock Option Plan
Schemes implemented by the Company:

a) Aadhar Housing Finance Limited -
Employee Stock Options Plan, 2018
(âESOP Plan 2018â):

The ESAR scheme was approved in March, 2018 by
the previous promoter group and at the Meeting held
on January 24, 2024, the shareholders approved the
amendments and changes to the ESAR scheme and
rechristened it''s name as Aadhar Housing Finance
Limited - Employee Stock Options Plan, 2018 (''ESOP
Plan 2018'') to align the ESOP Plan 2018 with the
requirements of the SEBI (Share Based Employee
Benefit & Sweat Equity) Regulations, 2021. As at the
end of financial year 25-26, there are no outstanding
stock options under the ESOP Plan 2018.

b) Aadhar Housing Finance Limited -
Employee Stock Option Plan 2020
(âESOP 2020â)

In order to reward the performance and elicit long term
commitment of the employees towards the growth of
the Company, the ESOP Plan 2020 was introduced
with the approval of Board & Shareholders. ESOP
Plan 2020 was originally approved by the Members
of the Company on April 27, 2020 and further
amended by members through special resolutions
passed at the extra-ordinary general meetings of the
Company held on March 13, 2021, March 23, 2022,
May 26, 2022 and January 24, 2024 and ratified at the
34^th Annual General Meeting of the Company held on
September 14, 2024.

As on March 31, 2026, total number 93,35,814
stock options were granted and outstanding to the
identified & eligible existing employees including the
Whole Time/ Executive/ Managing Director(s) of the
Company under the ESOP Plan 2020.

c) Aadhar Housing Finance Limited-Employee Stock Option Plan 2025 (âESOP Plan 2025â)

The Company views employee stock options as long-term incentive instruments to enable the employees to share
the value they create for the Company in the years to come. Therefore, the new ESOP Plan 2025 was introduced
with the approval of Board on October 10, 2025 & Shareholders on November 16, 2025 through special resolutions
passed by way of postal ballot. The maximum number of ESOPs that may be granted under the ESOP Plan 2025 has
been set at 3,11,22,170 equity shares. This pool comprises:

i. 1,34,06,852 new Options approved under the ESOP Plan 2025;

ii. 71,75,952 Options which were previously approved under the Aadhar Housing Finance Limited Employee Stock
Option Plan 2020 ("ESOP Plan 2020") that remain ungranted as on the date of approval of the ESOP 2025; and

iii. 1,05,39,366 Options that have been granted under the ESOP Plan 2020 but are unvested, which if they lapse
or clawed back on cessation of employment or any other conditions as set out in ESOP 2020 then it can be
regranted under this Plan.

Such Options as mentioned in (ii) and (iii) from the ESOP Plan 2020 pool shall be deemed to be transferred to and
form part of the pool of Options available for Grant under the new ESOP Plan 2025, subject to the same terms and
conditions as applicable to Options granted under the ESOP Plan 2025.

The ESOP Plan 2020 and ESOP Plan 2025 are in compliance with the SBEB Regulations and there were no amendments
to the aforesaid Plans during FY 2025-26. The Disclosures in compliance with SBEB Regulations are uploaded on the
website of the Company at https://aadharhousinq.com/investor-relations/disclosures-under-sebi-regulations-2021

Further, a certificate from the Secretarial Auditors with respect to implementation of your Company''s ESOP Plan
2020 and ESOP Plan 2025, will be available at the ensuing AGM of the Company for inspection by the Members.

xxvi) Buy-back of the Companyâs own shares:

During the financial year under review, the Company did not make any buy back of any of its shares or share
equivalent/stock options during the financial year under review, hence the provisions of section 68 of the Act, are
not applicable.

xxvi) Particulars of employees in receipt of remuneration above the limits and other
applicable provisions of the Act:

Disclosures about remuneration required pursuant to the section 197(12) of the Act and Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below-

Name of Director and Designation	the ratio of the remuneration to the median remuneration of the employees of the company for the financial year	% increase/ (decrease) in remuneration
Mr. O. P. Bhatt, Chairperson and Non- Executive Independent Director*	19.71	(2.45%)
Mr. Raj Vikash Verma, Chairperson and Non- Executive Independent Director**	Nil	NA
Mrs. Sharmila A. Karve, Independent Director	4.82	(5.56%)
Dr. Punita Kumar Sinha, Independent Director***	4.08	NA
Mr. Amit Dixit, Non-Executive (Nominee) Director	NA	NA
Mr. Mukesh Mehta, Non-Executive (Nominee) Director	NA	NA
Mr. Prateek Roongta, Non-Executive (Nominee) Director	NA	NA
Mr. Deo Shankar Tripathi, Executive Vice Chairman#	45.69	7%
Mr. Rishi Anand, Managing Director and CEO#	47.23	12%

*Mr. O. P. Bhatt ceased to be Chairperson and Director of the Company w.e.f close of business hours on September 12, 2025.

**Mr. Raj Vikash Verma was appointed as Independent Director w.e.f. May 6, 2025. He has not received any commission during
FY 2025-2026, percentage increase/(decrease) in remuneration is not comparable.

***Dr. Punita Kumar Sinha was appointed as Director of the Company w.e.f. August 7, 2024 and hence was not paid commission
during FY 2024-2025. Accordingly, percentage increase/(decrease) in remuneration is not comparable.

#For determining the percentage increase in remuneration, Employee Value Scheme paid in FY 2026 and perquisite value of options
exercised in FY 2026 under Employee Stock option Scheme is excluded.

Remuneration of Independent Directors includes commission paid to Directors and excludes payment of sitting fees.

The Non- Executive Nominee Directors of the Company do not receive any remuneration from the Company.

(i) the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer,
Company Secretary, in the financial year -

Executive Vice Chairman- 7%

Managing Director & CEO - 12%

Chief Financial Officer - 12.1%

Company Secretary - 10%

For determining the percentage increase in remuneration, perquisite value of options exercised in FY 2026 under
Employee Stock option Scheme and Employee Value Scheme paid in FY 2026 are excluded.

(ii) the percentage increase in the median remuneration of employees in the financial year- 1.16%

(iii) the number of permanent employees on the rolls of company- 5,430

(iv) average percentile increase already made in the salaries of employees other than the managerial personnel in the
last financial year and its comparison with the percentile increase in the managerial remuneration and justification
thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;

Key Managerial Persons - 8.3%

Other - 10.6%

For determining the percentage increase in remuneration, Employee Value Scheme paid in FY 2026 and perquisite
value of options exercised in FY 2026 under Employee Stock option Scheme is excluded.

(v) It is further confirmed that the remuneration paid to employees is as per the remuneration policy of the Company.

(vi) The statement containing names of top ten employees in terms of remuneration drawn and the particulars of
employees as required under Section 197(12) of the Act read with Rule 5(2) and Rule 5(3) of the Companies
(Appointment and Remuneration of Key Managerial Personnel) Rules, 2014, is available on the Website of the
Company at https://aadharhousing.com/disclosures-under-regulation-62-of-the-sebi-lodr-regulation-2015-
pdf/annual-report

(vii) None of the employees listed in the said list is a relative of any Director in the Company.

(viii) There was no employee either throughout the financial year or part thereof who was in receipt of remuneration
which, in the aggregate, was in excess of that drawn by the managing director or whole-time director and who
held by himself or along with his spouse or dependent children, not less than two percent of the equity shares
of the Company.

(ix) None of the Directors receive any commission or remuneration from holding or subsidiary of the Company.

xxv30 Other Statutory disclosures

(i) During the year, the Company has not made any application under the Insolvency and Bankruptcy Code, 2016
(''IBC Code''). Further, there is no Corporate Insolvency Resolution Process initiated under the IBC Code.

(ii) During the financial year under review, there was no one-time settlement done with the Banks or Financial
Institutions. Therefore, the requirement to disclose details of difference between amounts of valuation done at
the time of one-time settlement and the valuation done, while taking loan from Banks or Financial Institutions
along with reasons thereof, is not applicable.

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

(iv) The Company has not issued any sweat equity shares during the financial year under review and hence no
information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital
and Debenture) Rules, 2014 is furnished.

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

(vi) During the financial year under review, the Company has complied with the provisions relating to the Maternity
Benefits Act, 1961.

xxix) Details of utilization of funds raised through preferential allotment or qualified

institutional placement as specified under Regulation 32(4) of the Listing Regulations:

During the financial year under review, the Company has not done any preferential allotment or qualified institutional
placement of equity shares.

Acknowledgement by the Management:

Your Board of Directors would like to place on record their sincere gratitude to the shareholders, customers, debenture
holders, Reserve Bank of India, National Housing Bank, Registrar of Companies, Securities and Exchange Board of
India, Insurance Regulatory and Development Authority of India, Ministry of Corporate Affairs, all Bankers to the
Company, Central & State government departments, Tax Authorities, other stake-holders and all other business
associates for their continued support during the financial year under review. The Directors would also like to thank
the BSE Ltd., National Stock Exchange of India Limited, National Securities Depository Limited and Central Depository
Services (India) Limited and the Credit Rating Agencies for their support & co-operation.

Your Company and Management team also express their sincere gratitude to the Promoter, Holding Company, BCP
Asia II Holdco VII Pte. Ltd. and our Investors for their unstinted support & co-operation.

The Directors also extend their special appreciation to the employees at all levels for their contribution towards the
growth of the Company which was made possible by their hard work, dedication and continued support.

By the Order of & for and on behalf of the Board of Directors of
Aadhar Housing Finance Limited

Mr. Raj Vikash Verma Mr. Rishi Anand

DIN:- 03546341 DIN:-02303503

Independent Director & Managing Director &

Non- Executive Chairperson Chief Executive Officer

Date : May 5, 2026
Place: Mumbai

Mar 31, 2025

The Board of Directors of Aadhar Housing Finance Limited ("your Company" or "the Company" or "Aadhar Housing" or "AHFL")

are pleased to present the 35th (Thirty- Fifth) Annual Report and the Audited Financial Statements (Standalone and Consolidated) of your Company for the financial year ended March 31, 2025 ("financial year under review"). Your Company is a Housing Finance Company registered with National Housing Bank ("NHB") and regulated & controlled by Reserve Bank of India ("RBI") and supervised by NHB. Aadhar Housing is engaged in providing housing finance to the lower income segment of the society. Aadhar Housing is currently operating out of twenty-one states and union territories of India with a branch network of over 580 branches and there is no change in business of the Company during the financial year 2024-2025.

1. Financial Performance of AHFL (Standalone):

(''in crore)
Particulars	March 31, 2024	March 31, 2025
AUM	21,121	25,531
Income	2,587	3,109
PAT	749	912
Net Worth / Total Equity	4,446	6,368
CRAR	38.46%	44.61%
CRAR - Tier I Capital	37.74%	44.07%
CRAR - Tier II Capital	0.72%	0.54%
Retail NPA (on retail AUM)	1.08%	1.05%
ROE %	18.4%	16.9%

About AHFL:

â¢ The Company is focused on low-income segment (ticket

size less than Rs 15 Lakhs) with an AUM of '' 25,531 crores.

â¢ Low concentration risk due to wide geographical presence: Presence across 21 states and union territories with diversified exposure across locations; no single state contributes to more than 14% of AHFL''s AUM.

â¢ 100% secured retail advances with an average ticket

size of '' 10.3 Lakhs, high share of low-risk salaried customers viz. 56% of AUM and moderate LTV ratios of 59% and majority of the mortgage portfolios satisfy the Priority Sector Lending criteria prescribed by RBI/NHB.

â¢ 17,000 Aadhar Mitra''s (including 2000 Mahila Aadhar Mitras) help in building out a low cost and wide distribution network.

â¢ High asset quality: The Gross NPA on AUM stood at 1.05% for the year ended March 31, 2025. Provision Coverage Ratio on NPA Assets (Stage 3B carrying value) at 34.54%.

â¢ Strong liquidity: High liquid assets/cash & bank balances

of '' 2,100 crores as at March 31, 2025 in addition to unutilized Banks'' sanction lines.

2. Major Developments during the year

During the year the Company launched its public offering, comprising a fresh issue of '' 10,000 million ("Fresh Issue") and an offer for sale of '' 20,000 million ("Offer for Sale"). The issue opened on May 08, 2024 with a price band of '' 300 - '' 315 per equity share and closed on May 10, 2024, oversubscribed by 26 times.

The IPO Committee of the Company at its meeting held on May 13, 2024, approved the allotment of 31,763,535 equity shares and transfer of 63,492,063 equity shares comprising total of 95,255,598 Equity Shares at the Offer price of '' 315 per Equity Share (including a premium of '' 305 per Equity Share), aggregating to '' 30,000 million, pursuant to the Offer in accordance with provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations"). Further, a discount of '' 23 per Equity Share was offered to the Eligible Employees bidding in the Employee Reservation Portion, in accordance with SEBI ICDR Regulations. The Company''s equity shares got listed on BSE Ltd ("BSE") & National Stock Exchange of India Limited ("NSE") (collectively referred to as âthe Stock Exchangesâ) on May 15, 2024.

Subsequently, pursuant to the in-principle approvals granted by BSE and NSE on July 03, 2024 and July 09, 2024, eligible employees have exercised the stock options vested to them under Aadhar Housing Finance Limited - Employees Stock Option Plan 2018 ("ESOP 2018") and Aadhar Housing Finance Limited - Employee Stock Option Plan 2020 ("ESOP 2020"). Consequently, the paid-up share capital of the Company increased from '' 4,265,185,050 as on May 15, 2024 to '' 4,313,844,590 as on March 31,2025.

During the year, the Company has issued unlisted NonConvertible Debentures of INR equivalent to USD 60 million to Asian Development Bank. Further, the Company has also availed its maiden External Commercial Borrowing (ECB) of USD 50 million at competitive pricing. The ECB has been fully hedged for the entire tenure of the facility.

3. Initiatives towards funding of the Green Housing Projects

Your Company and International Finance Corporation ("IFC"), a member of the World Bank Organization, are collectively engaging for developing a Green Affordable Housing value proposition in the self-construction segment and creating a roadmap for launching this proposition in full scale.

A green home is one that reduces expenditure on electricity and water so you can save at least 20% on your electricity and water bills and it provides a healthier indoor environment and does not harm the planet.

The following green initiatives were taken during the FY 2024-25

â¢ Successful implementation of green home product across 12 regions apart from pilot region and defined objective, roles, and targets for the regions.

â¢ Design and implementation of training module on managing unconscious bias and gender sales.

â¢ Successful implementation of green home product marketing within the regions.

â¢ Green Home awareness sessions with Suppliers, Developers, and internal participants across multiple regions with more than 500 participants.

â¢ Successful empanelment of certification agency for green homes.

â¢ Successfully completion of 1st Batch in Green Homes on Feb -24.

â¢ Successful distribution of Green Home certificates and subsidy amount as a benefit to the certified homes as Green.

â¢ Training on CAFI tool to report development - How CAFI interfaces and interacts with EDGE to measure and monitor impact of affordable green housing finance.

Through this project, the Company and IFC aim to educate and help the under served section of the society, benefit from the environment friendly and cost-efficient housing.

Key Highlights:

â¢ A total of 70 projects have been certified under the green building initiative in FY 2024-25.

â¢ Karnataka leads significantly with 44 certified projects, showcasing strong adoption of green building practices in the region.

â¢ Other regions such as Rajasthan, Gujarat and Tamil Nadu have also shown active participation.

This initiative continues to support our ESG (Environmental, Social, Governance) goals and enhances the long-term sustainability of our lending portfolio.

4. Management Discussion and Analysis Report

I n accordance with the applicable provisions of the Master Direction issued by the Reserve Bank of India for Housing Finance Companies, a detailed analysis of the Company''s performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

5. Changes in the Directors and Key Managerial PersonnelBoard of Directors ("the Board")

â¢ The Members at the Annual General Meeting of the Company held on September 14, 2024, considered and approved the appointment of Dr. Punita Kumar Sinha (DIN : 05229262) as an Independent Director, for a period of five years w.e.f. August 07, 2024 to August 06, 2029.

â¢ The term of Dr. Nivedita Haran, Independent Director (DIN: 06441500) has expired at the conclusion of the 34th Annual General Meeting (AGM). The Board places on record its appreciation for the invaluable services rendered by Dr. Haran during her tenure as Independent Director of the Company.

â¢ Pursuant to Section 152 of the Companies Act, 2013 ("Act"), Mr. Prateek Roongta (DIN: 00622797), NonExecutive (Nominee) Director retires from the Board by rotation and being eligible, offers himself for reappointment at the ensuing 35th Annual General Meeting of the Company. ¹

Independent Director (DIN:03546341). Subject to the approval of Members of the Company at the ensuing AGM, it is proposed to appoint Mr. Raj Vikash Verma as Independent Director of the Company for a period of 5 years with effect from May 06, 2025 to May 05, 2030.

â¢ The Nomination and Remuneration Committee of the Company and the Board of Directors have recommended the appointment/ re-appointment of Mr. Raj Vikash Verma and Mr. Prateek Roongta. A detailed profile of the Directors seeking appointment / re-appointment is provided in the Notice of the 35th Annual General Meeting of the Company.

Key Managerial Personnel

During the financial year under review, there were no changes in the Key Managerial Personnel of the Company.

6. Share Capital Structure:

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

Share Capital	Amount in ''crores
Authorised Share Capital (50,00,00,000 Equity Shares of '' 10 each)	500.00
Issued, Subscribed and Paid-up Share Capital (43,13,84,459 Equity Shares of '' 10 each)	431.38

Changes in Capital Structure and shareholding position:

During FY 2024-25, your Company successfully launched an Initial Public Offer by way of an offer for sale of 63,492,063 Equity Shares by the promoter of the Company, BCP Topco VII Pte. Ltd. ("Promoter Selling Shareholder") aggregating to '' 20,000 million, ("Offer for Sale") and further a fresh issue of 31,763,535 Equity Shares by the Company aggregating to ''10,000 million ("Fresh Issue"). Consequently, the issued, subscribed and paid-up share capital increased from '' 3,947,549,700 as on March 31, 2024 to '' 4,265,185,050 as on May 15, 2024.

Subsequent to the Initial Public offer, eligible employees exercised their stock options resulting in allotment of 4,865,954 equity shares of the Company during the year. As a result, the paid-up Equity Share capital of the Company stands increased from '' 4,265,185,050 as on May 15, 2024 to '' 4,313,844,590 as on March 31, 2025.

As a result of the above, the promoter shareholding reduced from 98.72% as on March 31, 2024 to 75.61% as on March 31, 2025.

Strong Parentage of the BCP Topco VII Pte. Ltd. (A Blackstone Group entity)

The Company enjoys a strong parentage of our Promoter Company and benefits from the resources, relationships and expertise of Blackstone, one of the world''s leading investment firms. Blackstone''s asset management businesses include investment vehicles focused on real estate, private equity, public debt and equity, growth equity, opportunistic, noninvestment grade credit, real assets and secondary funds, all on a global basis. Through its different businesses, Blackstone had total assets under management of over USD 1.20 trillion as of March 31, 2025. Currently, the Board of Directors of the Company has 3 Nominee directors from the Promoter group.

The shareholding pattern of the Company at the end of the financial year is as mentioned below :-
List of Shareholders & percentage of holding as on March 31, 2025
Sr. No.	Name of Shareholders	No. of Equity Shares held	Percentage of shareholding
1	Promoter & Promoter Group	32,61,91,357	75.61%
2	Public	10,51,93,102¹	24.39%
Total		43,13,84,459	100.00%

^Includes 26,100 bonus shares kept in abeyance in the Unclaimed Suspense Account of the Company pertaining to shareholders who are holding shares in physical form and have not yet provided their demat account details.

Post listing of the equity shares, the Company uploads the shareholding pattern as on the end of each quarter on the websites of the Stock Exchanges as required under regulation 31 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

7. Financial Performance7.1 Financial summary and highlights of the Company:

Your Company takes pleasure in presenting the standalone and consolidated reports on the operational and business performance, along with the audited financial statements for the financial year ended March 31, 2025.

Financial summary and highlights of the Company are given as following :

(Rs in crores)
Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25 ^	2023-24
Total Income from Operations	3108.62	2,586.65	3108.91	2586.99
Less:
Total Expenditures	1934.81	1,627.42	1935.65	1627.40
Profit before Taxes	1173.81	959.23	1173.26	959.59
Provision for Taxes	261.70	210.72	261.43	209.95
Profit after Taxes	912.11	748.51	911.83	749.64
Appropriations:
Transfer to Special Reserve under NHB Act	182.43	149.70	182.43	149.70
Transfer to General Reserve	0.00	74.85	0.00	74.85
Transfer to Debenture redemption reserve	0.00	0.00	0.00	0.00
Retained Profits	729.68	523.96	729.40	525.09
Balance at the beginning of the year	1650.36	1126.40	1652.04	1126.95
Balance at the end of the year	2380.04	1650.36	2381.44	1652.04
Earnings per share- Basic	21.44	18.96	21.43	18.99
Earnings per share- Diluted	20.85	18.32	20.85	18.35
Note: Consolidated financials include financials of wholly owned subsidiary Aadhar Sales and Services Private Limited.

7.2 GNPA and ECL Provision (including additional provision): a) GNPA :
Particulars	As at 31st	As at 31st
	March, 2025	March, 2024
GNPA on AUM (%)	1.05%	1.08%
GNPA on Own Book (%)	1.08%	1.10%

b) Your Company provides for Non-Performing Assets (NPAs) using the Expected Credit Loss Model prescribed under Ind AS 109.

c) Your Company''s gross loan assets are '' 20727.13 crores as at March 31, 2025 ('' 17111.15 crores as at March 31, 2024). Your Company is carrying an impairment

allowance of '' 243.03 crores as at March 31, 2025 ('' 208.21 crores as at March 31, 2024). The ECL provision coverage ratio on Stage 3B (NPA Assets) is 34.54% as at March 31, 2025 (41.36% as at March 31, 2024).

e) Based on the current information available, the Company has estimated various scenario analysis and applied management overlays based on the policy approved by the Board, while arriving at the provision for impairment of financial assets which the Management believes is adequate. As at March 31, 2025, your Company is carrying a management overlay provision of '' 58.51 crores.

The provision under the Expected Credit Loss Model is higher than the Income Recognition and Prudential Norms by '' 79.10 crores.

7.3 Financial Ratios: The main financial ratios of the Company are-
Particulars	2024-25 \|	2023-24
Earning per share (EPS) (in '')	21.44	18.96
Capital to Risk Asset Ratio (CRAR)	44.61%	38.46%
Net Debt Equity Ratio (DE Ratio)	2.31	2.93
Net Owned Fund (NOF) (in '')	5789.83 crore	4,067.60 crore

8. Resource Mobilisation:

Your Company''s Resource Planning Policy has been approved by the Board. The Company has obtained approval for borrowings vide special resolution passed by the shareholders at their Annual General Meeting held on September 14, 2024 under Sections 42, 71, 180(1)(c) read with 180(1)(a) of the Act or other applicable provisions and has authorised the Board of Directors / Management Committee to raise or borrow any sum or sums of money (including non-fund based facilities) by way of loan(s) in rupee currency and/or foreign currency from various borrowing sources up to an amount of '' 20,000 crores (Rupees twenty thousand crores) or up to 12 times of Net Owned Fund (NOF) of the Company whichever is lower, as per provisions of Master Direction - Non-Banking Financial Company - Housing Finance Company (Reserve Bank) Directions, 2021 (âRBI Master Directionsâ) and other applicable Directions/ Notification/ Circulars/Guidelines issued by RBI/ NHB.

The borrowings comprised of 53.33% from banks, 2.61% from External Commercial Borrowings, 22.93% from National Housing Bank, 21.13% from Non-Convertible Debentures ("NCDâ) as at March 31, 2025. There has been no deviation in the utilisation of issue proceeds of secured redeemable NCD from the objects as stated in the private placement memorandum.

Your Company endeavors to gradually reduce its reliance on the borrowings from banks and focus on capital market instruments and other funding avenues with lower funding costs depending upon the opportunities available in the market.

Another strategy adopted by the Company, to keep a balanced ALM, was to enter into strategic partnership with banks that are keen on good-quality assets and assign long-tenor receivables to them at mutually beneficial terms.

(b) Loans from Banks:

As at March 31, 2025, your Company had relationships with 24 banks. Your Company continued to leverage on its long term relationships with these banks and raised additional term loans from banks to the extent of '' 2,435 crores during the year at competitive rates. Total outstanding borrowing from banks as at March 31,2025 aggregated to '' 8,704 crores.

The NHB Refinance department has sanctioned Refinance facility to the Company under various schemes for a term ranging from 7 years to 15 years repayment tenure.

During the year, your Company has availed refinance facility of '' 1,100 crores from NHB. As on March 31,2025 the outstanding balance on NHB Refinance amounts to '' 3,742 crores.

9. Borrowings through other Debt Instruments and Resource Mobilisation:-(i) Secured Redeemable Non-Convertible Debentures (NCDs)

As at March 31, 2025, your Company''s outstanding Secured NCDs issued under Initial Public Offer stood at 2,12,353 NCDs aggregating to '' 21.23 crores, held by 1,156 NCD holders. Your Company has duly paid the principal/interest amounts on due dates for the NCDs public issue and has timely intimated BSE/ debenture trustees.

During the financial year under review, your Company raised '' 1,052 crores by way of issue of 1,05,180 Senior, Secured, Rated, Redeemable, Non-Convertible Debenture on private placement basis, as per the applicable provisions of relevant circulars issued by Securities and Exchange Board of India. The Company has completed the allotment process within the prescribed time-limit.

As at March 31, 2025, your Company''s outstanding secured NCDs under private placement were '' 3377.40 crores at face value. The necessary disclosures for the listed NCDs as per SEBI Master Circular no. SEBI/ HO/DDHS/PoD1/P/CIR/2024/54 dated May 22, 2024 ("SEBI Circularâ) has been disclosed to BSE Ltd. and are available at the website of the Company. In FY 25, the Company has met the shortfall towards issuance of NCD''s of the previous financial year as per the SEBI Regulations. However, the Company could not raise the required percentage of current year''s borrowings through issuance of NCDs, due to unfavorable pricing for debt market as compared to bank borrowings.

The SEBI vide its circular no. SEBI/HO/DDHS/DDHS-RACPOD1/P/CIR/2023/172 dated October 19, 2023 has revised the framework for fund raising by issuance of debt securities by large corporates (LCs) by revising the criteria for identification as Large Corporate and the requirement of mandatory qualified borrowing by an LC in a FY shall be met over a contiguous block of three years from FY 2025 onwards. It has also provided certain dispensation to Companies recognised as Large Corporates under erstwhile criteria. Accordingly, the Company endeavored to comply with the requirement of raising 25% of its incremental borrowings done during FY 2024-25 by way of issuance of debt securities over a contiguous block of three years from FY 2024-25.

Further, your Company has made timely payment of interest and principal amount on the respective due dates for NCDs issued by the Company and there has been no default in payment.

(ii) Unsecured Subordinated Non-Convertible Debentures:

As at March 31, 2025, your Company''s outstanding unsecured subordinated debts were '' 60 crores at face value. The debt is subordinated to present and future senior debt of your Company. Your Company has duly paid the interest amount due on the aforesaid NCDs on time and reported the same to BSE Ltd. and the Debenture Trustees without any delay/default.

(iii) Commercial Paper:

During the financial year under review, the Company

has raised '' 250 crores through commercial papers which was duly paid on the due date and there were no outstanding commercial papers as on March 31, 2025.

(iv) Direct Assignment of Mortgage Pool Receivables:

Majority of the Company''s loan book portfolio qualifies under the Priority Sector Lending (PSL) mortgage loan portfolio, as per the notification issued by RBI from time to time. During the financial year under review, the Company has assigned/co-lent receivables of its mortgage loan assets aggregating to '' 1,725 crores, being investors'' share. Total assigned pool outstanding as at March 31, 2025 was '' 4,954 crores.

(v) Security Coverage for the Borrowings:

The security details of the aforesaid secured borrowings made by the Company are mentioned at Note No. 15 and 16 in the Notes to accounts forming part of the Audited Financial statements for the year ended March 31, 2025.

The Company has not provided any gold loans or does not provide loans against the security of gold or other precious metals or ornaments during the financial year 2024-25.

(vi) Credit Ratings: The Credit ratings for various Borrowings/FD of the Company are given herein below :
Name of the Rating Agency	Rated Facility	Rating as on March 31,2024	Rating as on March 31,2025
CARE	Long Term Bank Facilities	CARE AA (stable)	CARE AA (stable)
CARE	Non-Convertible Debentures	CARE AA (stable)	CARE AA (stable)
CARE	Subordinated Debt	CARE AA (stable)	CARE AA (stable)
CARE	Fixed Deposits	CARE AA (stable)	CARE AA (stable)
BRICKWORKS	Non-Convertible Debentures	BWR AA (stable)	BWR AA (stable)
ICRA	Long Term Bank Facilities	ICRA AA (stable)	ICRA AA (stable)
ICRA	Non-Convertible Debentures	ICRA AA (stable)	ICRA AA (stable)
ICRA	Subordinated Debt	ICRA AA (stable)	ICRA AA (stable)
ICRA	Short Term Borrowings	ICRA A1	ICRA A1
INDIA RATINGS	Non-Convertible Debentures	IND AA (stable)	IND AA (stable)
INDIA RATINGS	Long Term Bank Facilities	IND AA (stable)	IND AA (stable)

10. Investments:

As per Investment Policy of the Company, the Executive Committee is responsible for approving investments in line with the policy and limits as set out by the Board. The Investment Policy is reviewed and revised in line with the market conditions and business requirements from time to time. The decision to buy and sell up to the approved limit is delegated by the Board to the I nvestment Executive Committee consisting of Company''s senior executives. The investment function is carried out primarily to support the core business of housing finance to ensure adequate levels of liquidity.

Your Company maintains sufficient liquidity for its business needs, repayment obligations and also to meet any contingency funding requirements. As at March 31, 2025, your Company had unencumbered liquidity buffers of '' 1,962 crores in highly liquid assets. Further, surplus funds are also generated considering the time lag between raising of resources and its deployment. Such surplus funds are generally parked with highly liquid mutual funds, and

short-term deposits with banks. During the financial year 2024-25, your Company earned '' 21.96 crores by way of

income from mutual funds & other operations and '' 117.16 crores by way of interest on deposits placed with banks and from bonds.

11. Asset Liability Management Committee ("ALCO"):

The Asset Liability Management Committee lays down policies and quantitative limits that involve assessment of various types of risks and shifts in assets and liabilities to manage such risks. The Company has duly implemented the NHB''s Asset Liability Management ("ALM") Guidelines applicable to Housing Finance Companies.

The Board of Directors of the Company has approved the ALM Policy & Framework and reviewed the same from time to time. The ALCO Committee ensures that the liquidity and interest-rate risks are contained within the limits laid down by the NHB. As at March 31, 2025, your Company had a strong asset-liability position with positive gaps across all the buckets.

12. Risk Management Framework and Monitoring:

The existence of every financial institution depends on how effectively it manages the risks. Aadhar Housing recognises that risk management is integral to sound business practices and hence implemented enterprise-wide risk management framework. Effective risk management leads to informed decision-making within the organisation''s risk appetite. In this regard, risk management forms part of the continuous improvement process to mitigate risks and maximise opportunities.

Risk Management is the culture, processes and structure that are directed towards realizing potential opportunities whilst managing adverse effects. Aadhar Housing is committed to manage its risk in a proactive manner and adopts a structured and disciplined approach to risk management by developing and implementing risk management program.

Aadhar Housing''s risk management was deepened across all management levels and functional areas. Risk management roles were distributed across the Board of Directors, Audit Committee and Risk Management Committee. The Chief Risk Officer is responsible for enterprise risk and review, analysing, monitoring and reporting of all significant risk areas to the Risk Management Committee and the Board.

Aadhar Housing has the Risk appetite framework approved by the Board of Directors which covers various types of risk the organisation is exposed to and also clearly defines the boundaries for risk acceptance. There is a clear understanding of our desired risk appetite. As a part of the process, the framework undergoes a change depending on the changing external/internal environment. This ensures understanding and measuring the risk the organisation is/would be facing. Further, Aadhar Housing has well defined reporting mechanism to report the stressed Risk Appetite Parameters and escalation & reporting mechanism to tackle it.

The Company recognises the identification of risk as a very critical function in managing and mitigating risk. The key pillars behind risk mitigation include:

- Regular Executive Risk Management Committee

- Robust policies & standards

- Use of fraud databases, screening documents and field visits to contain potential frauds.

- Regular monitoring of key risk indicators

- Regular monitoring & testing of risk control matrix

- Risk Containment Unit (RCU) carried out real time screening of files, keeping track of adverse trend in various locations and guidance to field teams.

13. Internal Audit Control & Reporting:

The Company''s Internal Audit department is led by the Head - Internal Audit and supported by team of qualified chartered accountants, experienced internal auditors and functional experts. The Risk Based Internal Audit Policy and Risk Based Internal Audit Plan are approved annually by Audit Committee. All the significant findings of internal audit and action taken thereon are discussed in the Audit Committee of the Board.

Periodic branch audits, continuous concurrent audits and risk based process audits, information systems and information security audits are part of internal audit annual plan. Company''s internal controls are reviewed for effectiveness and efficiency by the internal audit.

14. Insurance Cover facilities:

Your Company also has in place a Mediclaim policy for its employees and their dependent family members to cover against hospitalisation, group term life and group personal accident policies, which provides compensation in case of accidents and hospitalisation due to illness.

Moreover, your Company has obtained the Fire & other Perils Policy for its assets, the Protection against money in safe/ transit policy to cover ''money in safe and till counter and money in transit'' for the Company''s branches and various offices.

Your Company also has taken an insurance policy covering various cyber risks including data protection.

As per the provisions of the Act and in compliance with Regulation 25(10) of the SEBI LODR Regulations, the Company has taken a D&O Liability Insurance policy on behalf of all Directors including Independent Directors and officers of the Company for such quantum and for such risks as determined by the Board.

15. Fixed Deposits ("FD") program:

Pursuant to the instructions issued by NHB as a condition for approval of the change in control & management of the Company, the Company has stopped accepting any fresh or renewal of deposits from public from May 2019. Your Company''s FD programme is rated, CARE AA (stable) by CARE Ratings Ltd. As on March 31,2025, your Company''s outstanding FDs including accrued interest (excluding unclaimed matured deposit) are Rs. 0.54 Cr. The Company is regular in payment of interest and maturity amount dues to depositors without any delay or default. The Company has maintained SLR security deposits with Government Bonds/Fixed Deposits for amount more than the stipulated requirements by the Regulators for repayment of these deposits as and when required by the depositors.

As per para 44 of RBI Master Directions, the details of Company''s unclaimed matured public deposit accounts of depositors, after the date on which the deposit became due for repayment and the total amount due under such unclaimed/ unpaid accounts as on March 31, 2025 are mentioned below :

a. Total 153 nos. of accounts of fixed deposits of the Company which have not been claimed by the depositors after the date on which the deposit became due for repayment.

b. Total amount of '' 22,88,422 is due, under such accounts remaining unclaimed or unpaid beyond the date referred to in clause (a) as aforesaid.

For the unclaimed deposits as mentioned above, the Company has taken the following actions:-

i) Postal letters dispatched to FD holders, to intimate that, deposits are matured and asking them to submit the FD certificate for repayment of the same through NEFT/ RTGS mode.

ii) The Company also contacted the depositors or nominee or sourcing agent through our local branches, requesting them to submit the FD certificates, duly discharged and get the maturity payment.

The Company also sends SMS communications to depositors, prior to 14 days of maturity and post maturity till the deposits are claimed for payment by the FD holder.

16. Unclaimed/ Unpaid Dividend & Deposits:

During the financial year under review, your Company transferred unclaimed dividend of '' 78,506/- for the Financial Year 2016-17 on September 19, 2024 to the Investor Education and Protection Fund ("IEPFâ), established by the Central Government. During the financial year under review, no shares were transferred by the Company to IEPF. Your Company has duly complied with all applicable provisions of Act and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (âIEPF Rulesâ) regarding Unclaimed/ Unpaid Dividend & Deposits.

17. PMAY 2.0 Urban - Interest Subsidy Scheme (ISS)

The Ministry of Housing and Urban Affairs (MoHUA), Government of India is implementing the Interest Subsidy scheme "ISSâ under Pradhan Mantri Awas Yojana - Urban 2.0 (PMAY-U 2.0) to support the eligible beneficiaries by providing the interest subsidy on Home Loans and to address the housing needs of the economically Weaker Sections (EWS)/Low Income Group (LIG)/and Middle Income Groups (MIG) segments in Urban areas.

The ISS envisages the provision of interest subsidy on home loan to enable EWS/LIG/MIG borrower/beneficiary to buy or construct the house.

This PMAY scheme was implemented through 4 verticals:-

i) Beneficiary lead construction, (BLC)

ii) Affordable Housing in partnership (AHP)

iii) Affordable Rental Housing. (ARH)

iv) Interest Subsidy Scheme (ISS)

PMAY 2.0 claim and Disbursement Status as on March 31, 2025:-

Aadhar Housing has also executed MOU for availing benefits under various Schemes of PMAY 2.0 ISS with National Housing Bank on November 05, 2024. The Company has submitted the claim for subsidy to NHB from time to time under the PMAY scheme.

(i) Total PMAY claim submitted in PMAY 2.0 ISS till March 31, 2025 is for 481 loan accounts.

iii) Till March 31, 2025, NIL subsidy has been released for PMAY 2.0 ISS.

18. Reserve Bank of India ("RBI") Regulations/ Directions:

Your Company has also adopted a Co- Lending Policy as per the Reserve Bank of India circular no. RBI/2020-21/63 FIDD. CO.Plan.BC.No.8/04.09.01/2020-21 dated November 05, 2020 to define framework for entering into Co-Lending Model arrangements with banks/financial institutions as partners to improve the reach to customers. The policy has been reviewed by the Board at its Meeting held on May 29, 2024.

All the Directors meet the fit and proper criteria stipulated under the RBI Master Direction, as amended from time to time.

There have been no delays in filing the necessary disclosures, returns and necessary forms with respect to Foreign Direct Investment for the financial year under review. The fines/ penalties levied by the RBI during the year 2024-25 have been provided in Secretarial Audit and Secretarial Compliance Report section of the Board''s report.

19. National Housing Bank Regulations:

Your Company is having a valid NHB License for carrying on business of Housing Finance Company, bearing revised registration certificate No. 04.0168.18, dated April 05, 2018 (being latest registration post change in name after merger was completed) and further the Company has complied with the provisions of NHB Directions/ circulars, as applicable. The circulars and the notifications issued by NHB are also placed before the Audit Committee/ Board of Directors at regular intervals to update the Committee/ Board members on the compliance of the same. Various inspection observations of NHB were satisfactorily complied and resolved and reported to the Board.

As per the Master Circular- Returns to be submitted by Housing Finance Companies (HFCs) and various Circulars/ Guidelines/ Notifications issued by NHB, the Company has duly complied and submitted all the required monthly/ quarterly/ half yearly NHB reports/ returns, intimation of opening/ closing (shifting/relocation/merger) of branches/ offices within prescribed time-limit during the FY 2024-25.

The Company is regular in filing the online returns on the Centralised Reporting and Management Information Systems (CRaMIS) portal of NHB.

The Company being a financial institution is also registered for taking SARFAESI Action under Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (âSARFAESI Actâ) and the same has been notified by NHB.

20. Capital Adequacy and Transfer to Special Reserve

As per the Master Direction - Non-Banking Financial Company - Housing Finance Company (Reserve Bank) Directions, 2021, the Company is required to maintain a minimum capital adequacy of 15% on a stand-alone basis. The following table sets out Company''s Capital Adequacy Ratios as at March 31, 2025, 2024 and 2023:

Particulars	As on March 31
	2025	2024	2023
Capital Adequacy Ratio (CRAR)	44.61%	38.46%	42.73%
CRAR - Tier I Capital	44.07%	37.74%	41.66%
CRAR - Tier II Capital	0.54%	0.72%	1.07%

The Capital Adequacy Ratio (CAR) of your Company was at 44.61% as on March 31, 2025, as compared to the regulatory requirement of 15%. In addition, the National Housing Bank Act, 1987 also requires that your Company transfers minimum 20% of its annual profits to a Special Reserve fund, which the Company has duly complied.

21. Principal Business Criteria for HFC''s

âHousing Finance Companyâ shall mean a Company incorporated under the Companies Act, 2013 that fulfils the following conditions:-

a. It is an NBFC whose financial assets, in the business of providing finance for housing, constitute at least 60% of its total assets (netted off by intangible assets).

b. Out of the total assets (netted off by intangible assets), not less than 50% should be by way of housing financing for individuals.

RBI vide its circular number RBI/2020-21/73/DOR.FIN.HFC. CC.No.120/03.10.136/2020-21 dated February 17, 2021 updated on February 27, 2025 defined the principal business criteria for HFC''s. The Company has complied and is meeting the aforesaid principal business criteria for HFC.

Particulars	As on March, 31, 2025 ('' In Lakhs)
Total Assets	23,21,627
Less : Intangible assets	34,817
Net total assets	22,86,810
Housing Finance	15,15,684
Housing Finance for Individuals	15,15,684
Percentage of housing finance to total assets (netted off intangible assets)	66.28%
Percentage of individual housing finance to total assets (netted off intangible assets)	66.28%
Percentage of individual housing finance to housing finance	100%

22. Insurance Regulatory and Development Authority of India (IRDAI):

The Company is registered with IRDAI as Corporate Agent -Composite bearing registration number CA0012 with validity till March 31, 2028. The Company has Corporate Agency agreement executed with the insurers : Pramerica Life Insurance Limited, Navi General Insurance Limited and Bajaj Allianz General Insurance Company Limited.

During the FY 2024-2025, the Company has complied with Insurance Regulatory and Development Authority of India (Registration of Corporate Agents) Regulations, 2015 and all other relevant regulations / circulars and guidelines issued by IRDAI. Also, the Company has duly filed/ submitted various returns, reports and intimations within the prescribed timelimit. No penalties/fine was levied by the IRDAI during the FY 2024-2025.

23. Trade Marks Registration for the Company:

Aadhar Housing owns a combination of trademarks to establish and protect our brands, logos, and marketing designs. The Company has 13 trademarks registered with the Registrar of Trademarks under the Trademarks Act.

24. Fair Practice Code, KYC norms, Anti Money Laundering standards and Policy for prevention, prohibition and Redressal of Sexual Harassment:

The Fair Practice Code, KYC Norms and Anti Money Laundering (AML) Standards as per the guidelines issued by the NHB/RBI from time to time are invariably adhered to and duly complied by the Company. The Company has put in place Board approved robust Know Your Customer (KYC) & Anti Money Laundering (AML) Measures Policy (âKYC & AML Policyâ) for compliance by the branches and the same is reviewed by the Board periodically. The Internal Auditors conducted the audits of the branches to ensure adherence of these AML standards during the financial year under review. The quarterly reporting under KYC & AML policy has been submitted to NHB within the due dates for intimation.

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition, and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder (âthe POSH Act") for prevention, prohibition and redressal of complaints of sexual harassment at workplace. The Company has also constituted an Internal Committee (IC) in compliance with Section 4 of the POSH Act.

During 2024-25, the Company has received one complaint on sexual harassment which has been investigated and addressed with appropriate action as per the Policy.

25. Internal Financial Control Measures/System:

The Company''s internal control system is designed to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliance with laws and regulations. The internal control system is supported by an Internal Audit Department which is responsible for independently evaluating the adequacy and effectiveness of all internal controls, risk management, governance systems and processes and is manned by appropriately qualified personnel. The Internal Audit Department during the course of audit also ascertains the extent of adherence to regulatory guidelines, legal requirements and operational processes and provides timely

feedback to the Management for corrective action. Internal Audit reports are discussed with the management and all significant internal audit findings and action taken thereon are discussed in the Audit Committee of the Board. Audit Committee of the Board reviews the performance of the internal audit and the adequacy and effectiveness of the internal control systems and compliance with regulatory guidelines.

26. Auditors

Statutory Auditors, their Report and Notes to Financial Statements

The Statutory Auditor''s Report does not contain any qualifications, reservations, adverse remarks or disclaimer. The Statutory Auditors have not reported any incident of fraud to the Audit Committee or the Board of Directors under Section 143(12) of the Act during the financial year under review.

M/s. Walker Chandiok & Co LLP concluded their tenure as the statutory auditors of the Company upon the completion of their term at the 34th Annual General Meeting held on September 14, 2024. At the same Meeting, M/s S. R. Batliboi & Associates LLP, Chartered Accountants were appointed as Joint Statutory Auditors of the Company for a period of 3 years till conclusion of the Annual General Meeting to be held for FY 2026-27.

M/s. Kirtane & Pandit LLP, Chartered Accountants and M/s S. R. Batliboi & Associates LLP, Chartered Accountants continue to be the joint auditors of the Company.

Secretarial Audit and Secretarial Compliance Report :

The Board of Directors of the Company had appointed M/s Aashish K. Bhatt & Associates, Company Secretaries, Mumbai, (Membership Number - ACS 19639 and Certificate of Practice Number -7023) as Secretarial Auditor, pursuant to section 204(1) of Act. The Secretarial audit report in Form MR- 3 for financial year 2024-25 forms part of this Board''s report.

There are no qualifications or adverse remarks in the Secretarial Audit Report for the financial year 2024-25 except for non-compliance under Regulation 60 of the SEBI LODR Regulations for delay in intimation of record date to BSE, non-compliance pertaining to the composition of the Stakeholders Relationship Committee and Corporate Social Responsibility Committee during certain period of the year and delay in circulation of signed minutes. The Company has duly complied with the provisions of composition of all the Committees as on November 06, 2024. The delay in intimation of record date to the Stock Exchange as required under regulation 60 of the SEBI LODR Regulations was only for one day due to inadvertent mistake of including public holiday and the Company has paid fine of '' 10,000 to BSE Ltd as per the notice levying fine dated December 02, 2024 for the said noncompliance. The Company has subsequently obtained waiver from the Board of Directors for circulation of signed copy of minutes in accordance with Secretarial Standard -1.

By an Order dated September 02, 2024, the Reserve Bank of India has levied penalty of Rs 5,00,000 for failure to comply with RBI directions on fair practice code observed during statutory inspection with reference to the Company''s financial position as on March 31, 2022. The Company has complied with the order and corrected its system for the charge of levy of interest for the period from the date of actual disbursement of loan/issuance of cheque to the borrower in line with the directions in the NHB Circular issued on April 29, 2024.

The Company had approached M/s Aashish K Bhatt & Associates, Company Secretaries, Mumbai (Membership number- ACS 19639 and Certificate of Practice number -7023) for providing the Annual Secretarial Compliance Report for the financial year under review. A copy of the same is available on website of the Stock Exchanges and uploaded on the website of the Company at https://aadharhousing.com/disclosures-under-regulation-62-of-the-sebi-lodr-regulation-2015-pdf/ annual-secretarial-compliance-report.

Cost records and Auditors

The provisions mandating maintenance of Cost Records and conducting Cost Audit as prescribed under Section 148 of the Act are not applicable to the Company.

Corporate Governance report and Compliance Certificate

The Corporate Governance report as stipulated under Schedule V Part C of the SEBI LODR Regulations forms part of this Annual Report.

The requisite certificate as required under Schedule V Part E of the SEBI LODR Regulations, confirming compliance with the requirements of Corporate Governance received from M/s Aashish K. Bhatt & Associates, Company Secretaries, Mumbai is attached as Annexure 1 to the Board''s report.

I n accordance with Part D of Schedule V of the SEBI LODR Regulations, declaration from Managing Director & CEO of the Company has been received confirming that all the Directors, Key Managerial Personnel and the Senior Managerial Personnel of the Company have affirmed the compliance and have also complied to the Code of Conduct of directors and senior management for the financial year ended March 31, 2025 and is attached as Annexure 2 to this Report. The said code is hosted on the website of the Company and can be accessed at web link: https://aadharhousing.com/disclosures-under-regulation-62-of-the-sebi-lodr-regulation-2015-pdf/ code-of-conduct-of-the-board-of-directors-and-senior-management-personnel.

27. Reporting on various Corporate Governance Regulations & Compliances under the Act:

i) Annual Return as per section 134(3)(a):

During the year 2024-25, the Annual General Meeting for the financial year 2023-24 was duly held on September 14, 2024 and the Annual Return was filed within prescribed time limit. The Annual Return for the financial year 2024-25 will be filed and uploaded on website within the prescribed timeline after conclusion of the Annual General Meeting.

As provided under section 92(3) and 134(3) (a) of the Act, Annual Returns of the Company are placed on the website of the Company at https://aadharhousing.com/disclosures-under-regulation-62-of-the-sebi-lodr-regulation-2015-pdf/ annual-return.

ii) Number of meetings of the Board & Committees under section 134(3)(b):

During the year under review, the Board of Directors met periodically/as and when required, to deliberate various issues, policy matters and take suitable decisions etc. The details of Board of Directors and their Meetings and also various other Board level Committee Meetings are furnished separately under the Corporate Governance Report, which forms part of this Annual report.

iii) Directors'' Responsibility Statement under section 134(3)(c):

As required by section 134(3)(c) read along with section 134(5) of the Act, the Board of Directors state that:

a. in the preparation of the Annual Financial Statements for the financial year ended March 31, 2025, the applicable Accounting Standards had been followed and there were no material departures from the same;

b. the Directors had 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 March 31, 2025 and of the profit of the Company for that period;

c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the Directors had prepared the Annual Financial Statements on a going concern basis;

e. the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

iv) Details of Fraud Reporting to NHB & as per provisions of section 134 (3) (ca) read with section 143 (12) of the Act:

a) There were no material fraud cases amounting to '' 1 crore or above, detected and required to be reported during the FY 2024-25, as per the provisions of section 134 (3)(ca) read with section 143 (12) of the Companies Act, 2013 to the regulatory authorities.

b) Frauds of value involved for '' 1 Lakh & above and frauds committed by unscrupulous borrowers, detected, during the FY 2024-25 - the Company has duly reported 8 fraud cases as per Circular(s)/ Guidelines, issued by National Housing Bank/ Reserve Bank of India.

v) In terms of section 134(3)(d) of the Act, your Board states that the Independent Directors have given a declaration under section 149(7) of the Act and Regulation 25(8) of the SEBI LODR Regulations confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI LODR Regulations.

senior Managerial Personnel of the Company, along with the criteria for determination of remuneration thereof and evaluation of Board of Directors/Committees (including Independent Directors) and KMPs/senior managerial personnel of the Company and includes other matters, as prescribed under the provisions of Section 178 of the Act. Further pursuant to provisions of RBI Master Directions, the Company has obtained Fit & Proper declarations and Deed of Covenants and various other declarations duly signed by all the Directors of the Company.

The aforesaid policy is available on the website of the Company, i.e. https://aadharhousing.com/

vii) In terms of section 134(3)(g) of the Act, the Company has not made any Investment through two or more layers of Investment Companies, pursuant to provisions of section 186(1) of the Act. Further, the Company being Housing Finance Company, all loans are in the ordinary course of business and details of the same along with the investment made by the Company are disclosed in Financial Statements and Notes to Accounts, thereto, which forms part of this Annual Report.

viii) Particulars of transactions with related parties under section 134(3)(h) and section 188 of the Act:

The Transactions with related parties are entered as per the Related Party Transaction Policy of the Company, pursuant to provisions of section 188 of the Act, read with the rules made thereunder, after taking necessary approval of Shareholders & Board of Directors.

A quarterly update is also given to the Audit committee and the Board of Directors on the Related Party Transactions ("RPTs'''') undertaken by the Company for their review and consideration and disclosures of RPTs are also submitted to BSE and NSE on a half-yearly basis.

Apart from payment of sitting fees and commission to Independent Directors, there is no pecuniary relationship or transactions of the Independent/ Non-Executive Directors vis a vis the Company. The details with respect to the related party transactions are mentioned in the notes to the audited financial statements for the financial year ended March 31, 2025.

There are no transactions to be reported as per Section 188 of the Act read with Rule 15 of Companies (Meetings of Board and its Powers) Rules, 2014 as amended from time to time and hence the disclosure of material related party transaction as required in the prescribed Form AOC - 2 is not applicable.

During the financial year under review, the Company has not given any loans and advances in the nature of loans to its subsidiaries or associate(s) or to firms/companies in which Directors are interested. Accordingly, the disclosure of particulars of loans/ advances, etc., as required to be furnished in the Annual Accounts of the Company pursuant to Regulations 53 (f) read with paragraph A of Schedule V of the SEBI LODR Regulations is not applicable to the Company. The Audit Committee on March 31,2025 has approved the omnibus transaction limits for RPTs with related parties and Directors for the financial year 2025-2026 as per the note/limits circulated to the Committee with clarifications.

Pursuant to provisions of RBI Master Directions, a copy of Related Party Transaction Policy of the Company, duly approved by the Board, is enclosed as Annexure 3 to this report. The same can also be accessed on the website of the Company at link provided below: -https://aadharhousing.com/disclosures-under-regulation-62-of-the-sebi-lodr-regulation-2015-pdf/ policy-on-dealing-with-related-party-transactions

ix) Meetings of the Board and its Committees:

Board

The Board of Directors of your Company meet at regular intervals to discuss and decide on the Company''s performance and strategies. During the financial year under review, the Board met 10 (Ten) times on April 15, 2024, April 30, 2024, May 11, 2024, May 29, 2024, June 07, 2024, June 27, 2024, August 07, 2024, November 06, 2024, February 06, 2025 and March 26, 2025.

Further details on the Board, its Meetings, composition and attendance are provided in the Corporate Governance Report, which forms part of this Annual Report.

Your Company has the following 13 (thirteen) Board-level Committees, which have been established in compliance with the requirements of the business and relevant provisions of applicable laws and statutes:

â¢ Audit Committee

â¢ Nomination and Remuneration Committee

â¢ Corporate Social Responsibility Committee

â¢ Stakeholders'' Relationship Committee

â¢ Risk Management Committee

â¢ IT Strategy Committee

â¢ Asset Liability Management Committee

â¢ Investment Committee

â¢ Management Committee

â¢ IPO committee

â¢ Share Transfer and Allotment Committee

â¢ Willful Defaulter Review Committee

â¢ Consumer Protection Committee

More information on all of the above Committees including details of its Meetings, composition and attendance are provided in the Corporate Governance Report, which forms part of this Annual Report.

x) Transfer of profits to Reserves:-

In terms of section 134(3)(j) of the Act, Company has transferred '' 163.79 crores to General Reserve from Debenture Redemption Reserve and a sum of ''182.43 crores to the Special Reserves under Section 29C of National Housing Bank Act, 1987 and Section 36(1)

(viii) of the Income Tax Act, 1961, in addition to other provisions created during the financial year under review as per the audited financials submitted to the Board.

xi) In order to conserve the resources for better growth opportunity, there was no dividend recommended or declared during the financial year under review, which is in line with the Dividend Distribution Policy of the Company. The policy is available on your Company''s website at https://aadharhousing.com/disclosures-under-regulation-62-of-the-sebi-lodr-regulation-2015-pdf/dividend-distribution-policy

xii) Material changes and commitments, if any, affecting the financial position of the Company which has occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report, in terms of Section 134(3) (l) of the Act: -There were no other material changes and commitments affecting the financial position of the Company.

xiii) Statement containing salient features of the financial statements of subsidiaries or Associates Companies or Joint Venture

A report on the performance and financial position of the Company''s Subsidiary as per Section 129(3) of the Act read with the Companies (Accounts) Rules, 2014, in the prescribed form AOC-1 is attached as Annexure 4 to the Board''s Report. The Company does not have any associate companies or Joint ventures as on March 31,2025.

xiv) Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo in terms of Section 134(3)(m) of the Act read with Rule 8 of Companies (Accounts) Rules, 2014:

> Conservation of Energy

Your Company is not engaged in any manufacturing activity and thus its operations are not energy intensive. However, the Company always takes adequate measures to ensure optimum utilisation and maximum possible saving of energy. The Company has also implemented processes to install energy efficient devices in the branches such as 5-star Air conditioners and so far has produced 32 such air conditioners which have potentially saved 8000KWH units of power, along with VRV/VRF etc. wherever possible which consumes very little energy. The Company is also installing in branches all energy efficient devices such as LED Lights, etc. The Company has deployed energy-efficient printing machines in some branches through which it has potentially saved 2,49,000 KWH units of power. The Company has also initiated use of solar energy in branches.

> Technology Upgradation

Aadhar Housing continues to strengthen its digital and technological landscape, building on the robust foundation established in recent years. In alignment with our commitment to innovation and operational excellence, the Company has made significant progress during the year by enhancing in-house digital capabilities and upgrading core infrastructure to better serve customers, partners, and employees.

Recognizing the evolving dynamics of the financial services ecosystem, the Company developed over 15 bespoke digital modules tailored to improve customer experience, regulatory compliance, and operational productivity. Key milestones included the rollout of a self-service Customer DIY Web Portal, a Partner Portal for seamless onboarding and engagement with channel partners, and a Digital Vendor Onboarding platform to streamline third-party integrations. The Company also deepened its digital reach through integration with multiple fintech partners to accelerate lead generation and customer acquisition.

In tandem with software innovation, the Company executed a major network modernisation initiative to enhance last-mile connectivity and ensure consistent digital performance across its branch network. By deploying the latest Cisco Meraki SD-WAN technology, the Company introduced AI-enabled network monitoring, advanced firewall and intrusion detection systems, and robust protection against malware and inappropriate content. This upgrade has significantly improved network reliability and security across the majority of branches, with full deployment planned in the coming year.

To further enhance operational agility, the Company implemented intelligent automation across core business functions and support operations using the Automation Edge platform. This universal automation solution has empowered staff across branches to boost productivity by automating repetitive tasks and enabling greater synergy between human effort and digital processes.

Collectively, these technology upgrades reflect the Company''s strategic vision to remain agile, secure, and customer-centric in an increasingly digital world. By integrating advanced digital tools, robust infrastructure, and intelligent automation, the Company is well-positioned to deliver improved efficiency, compliance, and service excellence while ensuring its platforms remain resilient and future-ready.

> Foreign exchange earning and outgo

The foreign exchange earnings and outgo etc. and other provisions of reporting as per the Act are given below as applicable to the Company during financial year under review.

Particulars	As at March 31,2025	As at March 31,2024
	Amount	Amount
	('' in Lakhs)	('' in Lakhs)
Foreign Exchange outgo	605	37
Foreign Exchange inflow	43,728	Nil

xv) Corporate Social Responsibility under Section - 134(3)(o):

The Corporate Social Responsibility ("CSR''''), under section 135(1) of the Act is applicable to the Company during the financial year under review. Your Company has in place, Corporate Social Responsibility Policy, as per the provisions of the Companies (Corporate Social Responsibility Policy) Rules, 2014 ("CSR Rulesâ), which lays down the guidelines and mechanism for undertaking socially useful projects for welfare and sustainable development of the community at large. According to the provisions of the Act, the Corporate Social Responsibility Committee was formed by the Company. The annual report on CSR activities is annexed separately to this report. The total amount of CSR contribution and payment details are given in Annexure 5 to this Board''s Report. The Company has duly transferred the unspent amount relating

to ongoing projects to a special account called the Unspent Corporate Social Responsibility Account 2025, in accordance with sub-section (6) of the CSR Rules within 30 days from end of the financial year 202425. The amount shall be spent by the Company in pursuance of its obligation towards the Corporate Social Responsibility Policy within a period of three financial years from the date of such transfer.

The CSR Policy is available on the website of the Company, i.e. https://aadharhousing.com/ customer-relations/ahfl-policies-codes.

xvi) Formal Annual Evaluation of the Board, its Committees and of individual directors under section 134(3)(p) and rule 8(4) of the Companies (Accounts) Rules, 2014: Pursuant to the provisions of the Act and its Rules, an annual evaluation of the performance of the Board, its Committees and of individual Directors, was carried out during the year. The details of the evaluation process as carried out and the evaluation criteria have been explained in the Corporate Governance Section, forming part of this Annual Report. Also, the Nomination and Remuneration Committee has evaluated the Directors/ KMPs at the time of their appointment.

XVii)Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year, in terms of rule 8 (5) (iii a) of Companies (Accounts) Rules, 2014 as amended :-The Independent Directors are selected as per the applicable provisions of Act, read with RBI Master Directions based upon the qualification, expertise, track record, integrity and other "fit and properâ criteria and the Company obtains the necessary information and declaration from the Directors. All the Independent Directors of the Company have strong academic background and having long stint experience with renowned Government and private organisations/ corporates. The integrity/ expertise of the Directors have been evaluated at the time of appointment and every year by the Board and NRC at their respective meetings.

Further, all Independent Directors have confirmed that they have registered with the data bank of Independent Directors maintained by; and are either exempt or have completed the online proficiency self- assessment test conducted by the Indian Institute of Corporate Affairs in accordance with the provisions of Section 150 of the Act.

xviii) Secretarial Standards of Institute of Company Secretaries of India

Your Company is in compliance with the Secretarial Standards specified by the Institute of Company Secretaries of India ("ICSI") on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

xix) Vigil Mechanism / Whistle Blower Policy:

I n terms of section 177(9) of the Act and Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with the SEBI LODR Regulations, the Board of Directors has put in place a Vigil Mechanism and adopted a Whistle Blower Policy to provide for adequate safeguards against victimisation of employees and directors who may avail of the vigil mechanism/ whistle blower policy, by directly sending mail to the Chairperson of the Audit Committee. The Company affirms that no person was denied access to the Audit Committee.

These provisions are already circulated to the employees through the intra-net and the same is also available at the website of the Company.

During the financial year under review, the Whistle Blower Policy has been reviewed by the Board of Directors at their meeting held on March 26, 2025.

xx) Investments, loans and guarantees given by the Company:

Your Board further states that during the financial year under review, your Company did not make any major investment in other companies, bodies corporate, provided loans and given guarantees, etc. above the limits prescribed under sections 185, 186 and 187 of the Act, read with Companies (Meetings of Board and its Powers) Rules, 2014, as applicable to the Company. Details of Investments made, loans and guarantees given by the Company are disclosed in the Financial Statements for financial year 2024-25.

xxi) Name of the Companies, which have become or ceased to become Subsidiary, Joint Venture or Associate Company, during the year under review : NIL

xxii) Details of significant and material order, passed by the Regulators or Court or Tribunals, impacting the going concern status and Company''s operations in future : NIL

xxiii) Human Resources:

At Aadhar Housing Finance, our focus on human capital reflects core principles of employee engagement, recognition, and development. Our consistent recognition as a Great Place to WorkÂ® and ranking among India''s Top 50 in Health & Wellness demonstrate our commitment to creating a positive, supportive work environment. The team of Aadhar Housing has grown steadily from 3931 employees last year to 4583 employees during the financial year under review.

Our initiatives such as performance recognition (Aadhar Sammaan), long-service awards, and wellness programs are designed to motivate and retain talent. Internal mobility programs (UDAAN) and leadership development initiatives support career growth and succession planning. Additionally, open communication channels like townhalls (Seedhi Baat Aadhar Ke Saath) foster trust and transparency within the organization.

By investing in our people through these practices, we aim to build a resilient organization where employees can thrive and contribute meaningfully to our collective success.

xxiv) Training & Development :

At Aadhar Housing, we consider our employees our greatest asset. We focus on creating a supportive and inclusive culture through various programs, ensuring every employee aligns with our vision. We strive to build strong relationships with our staff while providing them with the knowledge, skills, and growth mindset needed for sustainable business. We implement blended learning to foster a dynamic, flexible, and scalable training environment for our employees.

Key Highlights of 2024-25:

1. Comprehensive Training Programs:

â¢ Throughout the year, we conducted focused training sessions on key areas such as functional skills, behavioural skills, and compliance. These sessions were offered both virtually and in-person, benefiting all employees, including those from subsidiaries and on a contract basis. Our dedication to employee growth resulted in 19,451 training man-days, achieving 100% completion of compliance and regulatory training for all employees.

2. New Channel Development:

â¢ Deeper Impact (DI) branches: We equipped DI teams with better tools. The Location In-charge, Direct Sales Team, and Credit Team learned key policy aspects, improved personal discussions, and effectively developed the business.

â¢ Common Service Centers and Village Level Entrepreneurs (VLEs): These centers and VLEs played a crucial role in raising awareness about housing finance products and schemes for low-income individuals and rural residents. We successfully oriented 6,811 VLEs.

3. Lead Engage Accelerate Develop & Drive (LEADD):

â¢ This structured training program built the capability of Branch Managers in selfmanagement, people management, and business management. In the first phase, 54 Branch Managers were trained.

4. First Time Manager (iLEAD):

â¢ The First Time Manager program supports individuals transitioning into managerial roles, contributing to the organisation''s overall success and effectiveness. A total of 65 managers were trained.

5. Aadhar ki Paathshala & Training Day:

â¢ Training Days were held at regional and branch levels to promote a culture of continuous learning, featuring insights on functional and behavioural aspects. These sessions ensure employees continuously improve and stay aligned with the Company''s goals and best practices.

We are committed to leveraging our insights to introduce new initiatives that facilitate both personal and professional development. We believe in the importance of learning, enhancing our skills, and collaboratively advancing towards our shared objectives.

xxv) Details of ESOP Schemes implemented by the Company:

a) Employee Stock Option Plan - 2018 ("ESOP Plan 2018"):

The ESAR scheme was approved in March, 2018 by the previous promoter group and at the Meeting held on January 24, 2024, the shareholders approved the amendments and changes to the ESAR scheme and rechristened it''s name as Aadhar Housing Finance Limited - Employee Stock Options Plan, 2018 (âESOP Plan 2018â) to align the ESOP Plan 2018 with the requirements of the SEBI (Share Based Employee Benefit & Sweat Equity) Regulations, 2021. No fresh grants are possible under the ESOP Plan 2018.

b) Employee Stock Option Plan - 2020 ("ESOP Plan 2020"):

In order to reward the performance and elicit long term commitment of the employees towards the growth of the Company, the new ESOP Plan 2020 was introduced with the approval of Board & Shareholders. Under the ESOP Plan 2020 duly approved by the Board, as on March 31,2025, total number 14,052,102 of ESOP''s were granted and outstanding to the identified & eligible existing employees including the Whole Time/ Executive/ Managing Director(s) of the Company.

ESOP Plan 2020 was originally approved by the members of the Company on April 27, 2020 and further amended by members through special resolutions passed at the extra-ordinary general meetings of the Company held on 13th March, 2021,23 rd March, 2022, May 26, 2022 and January 24, 2024. Post the initial public offer, ESOP Plan 2020 has been ratified at the 34th Annual general Meeting of the Company held on September 14, 2024.

The Disclosures in compliance with SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021, are uploaded on the website of the Company at https://aadharhousing. com/. Further, a certificate from the Secretarial Auditors with respect to implementation of your Company''s ESOP Plan 2018 and ESOP Plan 2020, will be available at the ensuing AGM of the Company for inspection by the Members.

xxvi) Buy-back of the Company''s own shares

During the financial year under review, the Company did not make any buy back of any of its shares or share equivalent/stock options during the year under review, hence the provisions of section 68 of the Act, are not applicable.

xxvii) Particulars of employees in receipt of remuneration above the limits and other applicable provisions of the Act
Disclosures about remuneration required pursuant to the section 197(12) of the Act and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below-
Name of Director and Designation	ratio of the remuneration to the median remuneration of the employees of the Company for the financial year	% increase/ (decrease) in remuneration
Mr. O. P. Bhatt, Chairman and Non- Executive Independent Director	23.29	10.70%
Ms. Sharmila A Karve, Independent Director	5.88	65.79%
Dr. Nivedita Haran*, Independent Director	2.30	Not Applicable*
Dr. Punita Kumar Sinha# , Independent Director	N.A.	N.A.#
Mr. Amit Dixit, Non-Executive (Nominee) Director	N.A.	N.A.
Mr. Mukesh Mehta, Non-Executive (Nominee) Director	N.A.	N.A.
Mr. Prateek Roongta, Non-Executive (Nominee) Director	N.A.	N.A.
Mr. Deo Shankar Tripathi, Executive Vice Chairman	72.53	7%
Mr. Rishi Anand, Managing Director and CEO	65.89	5%
*Not comparable since Dr. Nivedita Haran ceased to be Director of the Company w.e.f. September 14, 2024.
#Dr. Punita Kumar Sinha was appointed as Director of the Company w.e.f. August 07, 2024 and hence was not paid commission during FY 2024-25.
Remuneration of Independent Directors includes commission paid to Directors and excludes payment of sitting fees.
For determining the percentage increase in remuneration for Executive Directors, perquisite value of options exercised in FY 25 under Employee Stock option Scheme and one time payouts made in FY 24 are excluded.
The Non- Executive Nominee directors of the Company do not	receive any remuneration from the Company.

(ii) the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary, in the financial year -

Executive Vice Chairman- 7%

Managing Director & CEO - 5%,

Chief Financial Officer - 5%,

Company Secretary - 20%

For determining the percentage increase in remuneration, perquisite value of options exercised in FY 25 under Employee Stock option Scheme and one time payouts made in FY 24 are excluded.

(iii) the percentage increase in the median remuneration of employees in the financial year- 7.4%

(iv) the number of permanent employees on the rolls of company- 4,583

(v) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;

Key Managerial Persons - 7%

Other - 16% (Other than CXOs & HODs)

For determining the percentage increase in remuneration, perquisite value of options exercised in FY 25 under Employee Stock option Scheme and one time payouts made in FY 24 are excluded.

(vi) It is further confirmed that the remuneration paid to employees is as per the remuneration policy of the Company.

(vii) The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Companies Act, 2013 (''Act'') read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Key Managerial Personnel) Rules, 2014, is available on the Website of the Company at the link https://aadharhousing.com/ disclosures-under-regulation-62-of-the-sebi-lodr-regulation-2015-pdf/annual-report

(viii) None of the employees listed in the said list is a relative of any Director in the Company.

(ix) There was no employee either throughout the financial year or part thereof who was in receipt of remuneration which, in the aggregate, was in excess of that drawn by the managing director or whole-time director and who held by himself or along with his spouse or dependent children, not less than two percent of the equity shares of the Company.

(x) None of the Directors receive any commission or remuneration from holding or subsidiary of the Company.

xxviii) Other Statutory disclosures

(i) During the year, the Company has not made any application under the Insolvency and Bankruptcy Code, 2016 (''IBC Code''). Further, there is no Corporate Insolvency Resolution Process initiated under the IBC Code.

(ii) During the year, there was no one-time settlement done with the Banks or Financial Institutions. Therefore, the requirement to disclose details of difference between amounts of valuation done at the time of one-time settlement and the valuation done, while taking loan from Banks or Financial Institutions along with reasons thereof, is not applicable.

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

(iv) The Company has not issued any sweat equity shares during financial year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

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

xxix) Details of utilisation of funds raised through preferential allotment or qualified institutional placement as specified under Regulation 32(4) of the SEBI LODR Regulations:

During the financial year under review, the Company has not done any preferential allotment or qualified institutional placement of equity shares.

The Company has received an amount of '' 100,000 Lakh as proceeds from fresh issue of equity shares. The utilisation of gross IPO proceeds is summarised below :-

(Rs in Lakhs)
Sr. No.	Objects of the Issue as per Prospectus	Amount to be utilised as per Prospectus	Amount utilised upto March 31, 2025	Total Amount Unutilised as on March 31, 2025
1	To meet the future capital requirements towards onward lending	75,000	75,000	-
2	General corporate purpose	20,233	20,233	-
3	Issue related expenses	4,767	4,201	566
Total		1,00,000	99,434	566

The funds raised through your Company''s Initial Public Offering (IPO) during the year, are monitored by a SEBI-registered monitoring agency. The monitoring agency submits a detailed report on the utilisation of the IPO proceeds on a quarterly basis which is placed before the Audit Committee for review and is publicly disseminated to the stock exchanges, ensuring transparency and compliance with regulatory requirements.

28. Acknowledgement by the Management:

Your Board of Directors would like to place on record their sincere gratitude to the Reserve Bank of India, National Housing Bank, Registrar of Companies, Securities and Exchange Board of India, Insurance Regulatory and Development Authority of India, Ministry of Corporate Affairs, all Bankers to the Company, Central & State government departments, Tax Authorities, Debenture Trustees, Debenture holders, Registrars, other stake-holders, customers and all other business associates for their continued support during the year under review. The Directors would also like to thank the BSE Limited, National Stock Exchange of India Limited, National Securities Depository Limited and Central Depository Services (India) Limited and the Credit Rating Agencies for their support & co-operation.

Your Company and Management team also express their sincere gratitude to the Promoter, Holding Company BCP Topco VII Pte. Ltd. and our Investors and Shareholders for their unstinted support & co-operation.

Your Directors wish to acclaim the hard work and commitment of the employees at all levels who had contributed with all their might for improving the performance of the Company year by year.

The Board of Directors at their meeting held on May 06, 2025, based on recommendation of the Nomination and Remuneration Committee of the Board approved the appointment of Mr. Raj Vikash Verma, Additional

Mar 31, 2024

The Board of Directors of Aadhar Housing Finance Limited (âyour Company" or âthe Company" or âAadhar Housing" or AHFL) are

pleased to present the 34^th (Thirty- Fourth) Annual Report and the Audited Financial Statements (Standalone and Consolidated) of your Company for the financial year ended 31^st March, 2024 ("financial year under review"). Your Company is a Housing Finance Company registered with National Housing Bank (âNHB") and regulated & controlled by Reserve Bank of India (âRBI") and supervised by NHB. Aadhar Housing is engaged in providing housing finance to the lower income segment of the society. Aadhar Housing is currently operating out of twenty states and union territories of India with a branch network of over 534 branches.

1. Financial Performance of AHFL (Standalone):

(Rs. in Crore)
Particulars	31^s* March, 2022	31^s* March, 2023	31^s* March, 2024
AUM	14,778	17,223	21,121
Income	1,692.66	1,994.27	2,523.59
PAT	444.65	544.58	748.51
Net Worth / Total Equity	3,145.39	3,695.57	4,446.01
CRAR	45.41%	42.73%	38.46%
CRAR - Tier I Capital	44.20%	41.66%	37.74%
CRAR - Tier II Capital	1.21%	1.07%	0.72%
Retail NPA (on retail AUM)	1.45%	1.16%	1.08%
ROE %	15.2%	15.9%	18.4%

About AHFL:

â¢ The Company is focused on low income segment (ticket size less than '' 15 lakhs) with an AUM of '' 21,121 Cr.

â¢ Strong growth tailwinds in affordable housing due to low penetration combined with low competition from banks and housing shortage in rural and urban areas.

â¢ Low concentration risk due to wide geographical presence: Presence across 20 states and union territories with diversified exposure across locations; no single state contributes to more than 15% of AHFL''s AUM.

â¢ 100% secured retail advances with an average ticket size of '' 9.7 Lakhs, high share of low risk salaried customers viz. 57.0% of AUM and moderate LTV ratios of 58.5% and majority of the mortgage portfolios are satisfying the Priority Sector Lending criteria prescribed by RBI/NHB.

â¢ 12,600 Aadhar Mitra''s (including 800 Mahila Aadhar Mitras) help in building out a low cost and wide distribution network.

â¢ High asset quality: The Gross NPA on AUM stood at 1.08% for the year ended 31 ^st March, 2024. Provision Coverage Ratio on NPA Assets (Stage 3B carrying value) at 41%.

â¢ Strong liquidity: High liquid assets/cash & bank balances of '' 1500 crores as at 31^st March, 2024 in addition to unutilized Banks'' sanction lines.

2. Major Developments during the year

The Company has filed a Draft Red Herring Prospectus (âDRHP") with Securities and Exchange Board of India (âSEBI") on 2^nd February 2024 and approval from SEBI was received on 5^th April, 2024. SEBI vide its letter of observation no. SEBI/CFD/ DIL2/2024/13635/1 dated 5^th April, 2024 communicated its observations and allowed the issue to open within 12 months from date of the letter subject to fulfilment of requirements specified in the letter. The Company has accordingly filed Red Herring Prospectus on 30^th April, 2024 for the initial public offering of '' 10000 million and Offer for sale by the promoter selling shareholder of '' 20000 million at a price band of '' 300 - '' 315. The issue opened and closed for anchor investors on 7^th May, 2024 and for all other investors opened on 8^th May, 2024 and closed on 10^th May, 2024. The issue was oversubscribed ~ 26 times. Accordingly, 95,255,598 Equity Shares offered under the Offer (fresh issue of 31,763,535 Equity Shares by the Company aggregating to ''10,000 million and an offer for sale of 63,492,063 Equity Shares by the promoter of the Company, BCP Topco VII Pte. Ltd. ("Promoter Selling Shareholder") aggregating to '' 20,000 million), are allotted/transferred at an Offer price of '' 315 per Equity Share (including a share premium of '' 305 per equity share) and to Eligible Employees under the Employee Reservation Portion i.e. at a Discount of '' 23 per share on the Offer Price.

3. Initiatives towards funding of Green Housing Projects

Your Company and International Finance Corporation ("IFC"), a member of the World Bank Organization, are collectively engaging on the terms to provide the services in connection with Aadhar for developing a Green Affordable Housing value proposition in the self-construction segment and creating a roadmap for launching this proposition in full scale.

The following green initiatives were taken during the FY 23-24 -

â¢ Successful implementation of green home product across 12 regions apart from pilot region and defined objective, roles, and targets for the regions.

â¢ Design and implementation of training module on managing unconscious bias and gender sales.

â¢ Successful implementation of green home product marketing within the regions.

â¢ Green Home awareness sessions with Suppliers, Developers, and internal participants across multiple regions with more than 500 participants.

â¢ Successful empanelment of certification agency for green homes.

â¢ Successfully completion of 1^st Batch in Green Homes on Feb -24.

â¢ Successful distribution of Green Home certificates and subsidy amount as a benefit to the certified homes as Green.

â¢ Training on CAFI tool to report development - How CAFI interfaces and interacts with EDGE to measure and monitor impact of affordable green housing finance.

Through this project the Company and IFC aim to educate and help the underserved section of society benefit from environment friendly and cost-efficient housing.

4. Management Discussion and Analysis Report

In accordance with the applicable provisions of the Master Direction issued by the Reserve Bank of India for Housing Finance Companies, a detailed analysis of the Company''s performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

5. Changes in the Directors and Key Managerial Personnel

Board of Directors ("the Board")

â¢ The Members at the Extra Ordinary General Meeting of the Company held on 13^th December, 2023, considered and approved the re-appointment of Ms. Sharmila A Karve (DIN : 05018751) as an Independent Director, before the expiry of her term, for a further period of five years w.e.f. 15^th December, 2023 to 14^th December, 2028.

â¢ Pursuant to Section 152 of the Act, Mr. Amit Dixit (DIN: 01798942), Non-Executive (Nominee) Director retires from the Board by rotation and being eligible, offers himself for re-appointment at the ensuing 34^th Annual General Meeting of the Company.

â¢ The Nomination and Remuneration Committee of the Company and the Board of Directors have recommended the re-appointment of Mr. Amit Dixit. A detailed profile of the Director seeking re-appointment is provided in the Notice of the 34^th Annual General Meeting of the Company.

â¢ The term of Dr. Nivedita Haran, Independent Director (DIN: 06441500) would expire at the conclusion of the 34^th Annual General Meeting.

Key Managerial Personnel

â¢ Upon recommendation from Nomination &

Remuneration Committee, the Board of Directors at their meeting dated 9^th August, 2023 approved the appointment of Mr. Sreekanth V. N. as Chief Compliance

Officer for a period of 3 years w.e.f. 1^st October, 2023 as per the Reserve Bank of India-Compliance Function and Role of Chief Compliance Officer (CCO) in NBFC (RBI Circular) issued on 16^th March, 2023. Consequently, he ceased to be Company Secretary of the Company on 30^th September, 2023.

Upon recommendation from Nomination & Remuneration Committee, the Board of Directors at their meeting dated 9^th August, 2023 also approved the appointment of Ms. Harshada Pathak (Membership No. A19534) as Company Secretary and Compliance Officer with effect from 1 ^st October, 2023 pursuant to Section 203 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

6. Share Capital Structure:
Your Company''s capital structure as at 31^st March, 2024 is given in the below table:
Share Capital	Amount in '' Crores
Authorized Share Capital (50,00,00,000 Equity Shares of '' 10 each)	500.00
Issued, Subscribed and Paid-up Share Capital (39,47,54,970 Equity Shares of '' 10 each)	394.76

Changes in Capital Structure and shareholding position:

There were no changes in the capital structure of your Company during the financial year under review.

However, pursuant to initial public offering of '' 10000 million and Offer for sale by the promoter selling shareholder of '' 20000 million, the IPO Committee of the Company had, at its meeting held on May 13, 2024, approved the allotment/ transfer of 95,255,598 Equity Shares at the Offer price of ''315 per Equity Share (including a premium of ''305 per Equity Share), aggregating to ''30,000 million, in accordance with provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. Further, a discount of ''23 per Equity Share was offered to the Eligible Employee(s) Bidding in the Employee Reservation Portion, in accordance with Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.

Pursuant to the allotment of Equity Shares in the Offer, the paid-up Equity Share capital of the Company stands increased from ''3,947,549,700 to ''4,265,185,050.

Strong Parentage of the BCP Topco VII Pte. Ltd. (A Blackstone Group entity)

The Company enjoys a strong parentage of our Promoter Company and benefits from the resources, relationships and expertise of Blackstone, one of the world''s leading investment firms. Blackstone''s asset management businesses include investment vehicles focused on real estate, private equity, public debt and equity, growth equity, opportunistic, non-investment grade credit, real assets and secondary funds, all on a global basis. Through its different businesses, Blackstone had total assets under management of over USD 1 trillion as of December 31, 2023. Currently, the Board of Directors of the Company has 3 Nominee directors from the Promoter group.

The shareholding pattern of the Company as on the end of the financial year is as mentioned below :-List of Shareholders & percentage of holding as on 31^st March, 2024
Sr. No.	Name of Shareholders	No. of Equity Shares held	Percentage of shareholding
1	BCP Topco VII Pte. Ltd.	38,96,83,420	98.72%
2	ICICI Bank Ltd.	46,50,000	1.18%
3	IEPF Authority	1,13,150	0.03%
4	Other Resident Shareholders*	3,08,400	0.07%
Total		39,47,54,970	100.00%

*Includes 26,100 bonus shares kept in abeyance in the Unclaimed Suspense Account of the Company pertaining to shareholders who are holding shares in physical form and have not yet provided their demat account details.

Post listing of equity shares, the Company uploads the shareholding pattern as on the end of each quarter on the websites of BSE Ltd. and National Stock Exchange of India Limited ("the Stock Exchanges") as required under regulation 31 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

7. Financial Performance

7.1 Financial summary and highlights of the Company:

Your Company takes pleasure in presenting the standalone and consolidated reports on the operational and business performance, along with the audited financial statements for the financial year ended 31^st March, 2024.

Financial summary and highlights of the Company are given as following :

('' in crores)
Particulars	Standalone		Consolidated
	FY 2023-24	FY 2022-23	FY 2023-24	FY 2022-23 1
Total Income from Operations	2,523.59	1,994.27	2586.98	2043.52
Less:
Total Expenditures	1,564.36	1,273.72	1627.39	1322.70
Profit before Taxes and Exceptional Item	959.23	720.55	959.59	720.82
Exceptional Item	-	25.00	-	25.00
Profit before Taxes	959.23	695.55	959.59	695.82
Provision for Taxes	210.72	150.97	209.95	151.06
Profit after Taxes	748.51	544.58	749.64	544.76
Other comprehensive income	(0.10)	(0.03)	0.42	0.58
Total comprehensive income	748.41	544.55	750.06	545.34
Appropriations:
Transfer to Special Reserve under NHB Act	149.70	109.00	149.70	109.00
Transfer to General Reserve	74.85	54.50	74.85	54.50
Transfer to Debenture redemption reserve	0.00	0.00	0.00	0.00
Proposed equity dividend	0.00	0.00	0.00	0.00
Dividend distribution tax	0.00	0.00	0.00	0.00
Retained Profits	523.86	381.05	525.51	381.84
Balance at the beginning of the year	1124.51	743.46	1126.60	744.76
Balance at the end of the year	1648.37	1124.51	1652.11	1126.60
Earnings per share- Basic	18.96	13.80	18.99	13.80
Earnings per share- Diluted	18.32	13.38	18.35	13.39
Note: Consolidated financials include financials of wholly owned subsidiary Aadhar Sales and Services Private Limited.

7.2 GNPA and ECL Provision (including additional provision):

a) GNPA :

Particulars	As at 31^stMarch, 2024	As at 31^stMarch, 2023
GNPA on AUM (%)	1.08%	1.16%
GNPA on Retail AUM (%)	1.08%	1.16%
GNPA on Own Book (%)	1.10%	1.17%
GNPA on Retail Own	1.10%	1.17%
Book(%)

b) Your Company provides for Non-Performing Assets (NPAs) using the Expected Credit Loss Model prescribed under Ind AS 109.

c) In November 2021, the RBI issued a Circular on asset recognition clarifying that once a loan is classified as a NPA since it is more than 90 dpd, the same will remain a NPA till all dues on the loan have been recovered.

d) Your Company''s gross loan assets are '' 17,111.15 crores as at 31^st March , 2024 ('' 14,037.55 crores as at 31^st March, 2023). Your Company is carrying an impairment allowance of '' 208.21 crores as at 31^st March, 2024 ('' 186.10 crores as at 31^st March, 2023). ECL provision coverage ratio on Stage 3B (NPA Assets) is 41% as at 31^st March, 2024 (35% as at 31^st March, 2023).

e) The Company has based on current information available, estimated various scenario analysis and applied management overlays based on the policy approved by the Board while arriving at the provision for impairment of financial assets which the Management believes is adequate. As at 31^st March, 2024, your Company is carrying a management overlay provision and one time restructuring additional provision of '' 69.93 crores.

The provision under Expected Credit Loss Model is higher than Income Recognition and Prudential Norms by '' 68.52 crores.

7.3 Financial Ratios: The main financial ratios of the Company are-
Particulars	FY 2023-24	FY 2022-23
Earning per share (EPS)	18.96	13.80
Capital to Risk Asset Ratio	38.46%	42.73%
(CRAR)
Net Debt Equity Ratio (DE	2.85	2.77
Ratio)
Net Owned Fund (NOF)	4,067.60 crore	3,474.17 crore

8. Resource Mobilisation:

Your Company''s Resource Planning Policy has been approved by the Board. The Company has obtained approval for borrowings vide special resolution passed by shareholders at their Annual General Meeting held on 16^th May, 2023 under Sections 42, 71,180(1)(c) read with 180(1)(a) of the Act or other applicable provisions and has authorised the Board of Directors / Management Committee to raise or borrow any sum or sums of money (including non-fund based facilities) by way of loan(s) in rupee currency and/or foreign currency from various

borrowing sources up to an amount of '' 20,000 crores (Rupees twenty thousand crores) or up to 12 times of Net Owned Fund (NOF) of the Company whichever is lower, as per provisions of Master Direction - Non-Banking Financial Company - Housing Finance Company (Reserve Bank) Directions, 2021 ("RBI Master Directions") and other applicable Directions/ Notification/ Circulars/Guidelines issued by RBI/ NHB.

The borrowings comprised of 54.65% from banks, 25.29% from National Housing Bank, 20.05% from Non-Convertible Debentures ("NCD") and 0.01% from Public deposits as at 31^st March, 2024. There has been no deviation in the utilisation of issue proceeds of secured redeemable NCD from the objects as stated in the private placement memorandum.

Another strategy adopted by the Company to keep a balanced ALM was to enter into strategic partnership with banks that are keen on good-quality assets and assign long-tenor receivables to them at mutually beneficial terms.

(b) Loans from Banks:

As at 31 ^st March, 2024, your Company had relationships with 22 banks. Your Company continued to leverage on its long term relationships with these banks and raised additional term loans from banks to the extent of '' 2,835 crores during the year at competitive rates. Total outstanding borrowing from banks as at 31^st March, 2024 aggregated to '' 7,629 crores.

(c) Refinance from National Housing Bank:

The NHB Refinance department has sanctioned Refinance facility to the Company under various schemes for a term ranging from 5 years to 15 years repayment tenure.

During the year, your Company has availed refinance facility of '' 1,405 crores from NHB. As on 31^st March, 2024 the outstanding balance on NHB Refinance amounts to '' 3,531 crores.

9. Borrowings through other Debt Instruments and Resource Mobilisation:-

(i) Secured Redeemable Non-Convertible Debentures (NCDs)

As at 31^st March, 2024, your Company''s outstanding Secured NCDs issued under Initial Public Offer stood at 2,12,353 NCDs aggregating to '' 21.23 Crore, held by 1147 NCD holders. Your Company has duly paid the principal/ interest amounts on due dates for the NCDs public issue and has timely intimated the stock exchange/ debenture trustees.

During the financial year under review, your Company raised '' 1,320 Crore by way of issue of 28,520 Senior, Secured, Rated, Redeemable, Non-Convertible Debenture on private placement basis, as per the applicable provisions of relevant circulars issued by Securities and Exchange Board of India. The Company has completed the allotment process within the prescribed time-limit.

As at 31^st March, 2024, your Company''s outstanding secured NCDs under private placement were '' 2,727 Crores at face value. The necessary disclosures for the listed NCDs as per SEBI Master Circular no. SEBI/HO/ DDHS/PoD1/P/CIR/2023/119 dated 10^th August, 2021 ("SEBI Circular") has been disclosed to BSE Ltd. and are available at the website of the Company. The Company has met the shortfall of the previous financial year as per the SEBI Regulations, however, could not raise the required percentage of current year''s borrowings through issuance of NCDs, due to unfavorable pricing for debt market as compared to bank borrowings.

The SEBI vide its circular no. SEBI/HO/DDHS/ DDHS-RACPOD1/P/CIR/2023/172 dated October 19, 2023 has revised the framework for fund raising by issuance of debt securities by large corporates (LCs) by revising the criteria for identification as Large Corporate and the requirement of mandatory qualified borrowing by an LC in a FY shall be met over a contiguous block of three years from FY 2025 onwards. It also provided certain dispensation to Companies recognized as Large Corporates under erstwhile criteria. Accordingly, the Company endeavored to comply with the requirement of raising 25% of its incremental borrowings done during FY 2022, FY 2023 and FY 2024 respectively by way of issuance of debt securities till March 31, 2024 but met with a shortfall of '' 584 cr for compliance of FY24. due to market conditions and complied with the requirements for FY22 & FY23.

Further, as per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, (âSEBI LODR Regulations") and RBI Master Directions on NCDs issued

on private placement basis, your Company has made timely payment of NCDs interest and principal amount on the respective due dates and there is no delay/ default in payment/ repayment.

Details of unclaimed non-convertible debentures as on 31^st March, 2024:

(a) The total number of non- convertible debentures which have not been claimed by the investors after the date on which the non-convertible debentures became due for redemption - 114 NCDs

(b) The total amount in respect of such debentures remaining unclaimed beyond the date mentioned at point a above - '' 1,14,000

(ii) Unsecured Subordinated Non-Convertible Debentures:

As at 31 ^st March, 2024, your Company''s outstanding unsecured subordinated debts were '' 60 crores at face value. The debt is subordinated to present and future senior debt of your Company. Your Company has duly paid the interest amount due on the aforesaid NCDs on time and reported the same to BSE Ltd. and Debenture Trustees without any delay/default.

(iii) Commercial Paper:

During the financial year under review, the Company has not raised funds through commercial papers and there were no outstanding commercial papers as on 31^st March, 2024.

(iv) Direct Assignment of Mortgage Pool Receivables:

Majority of the Company''s loan book portfolio qualifies under the Priority Sector Lending (PSL) mortgage loan portfolio, as per the notification issued by RBI from time to time. During the financial year under review, the Company has assigned/co-lent receivables of its mortgage loan assets aggregating to '' 1,631 crores, being investors'' share. Total assigned pool outstanding as at 31^st March, 2024 was '' 4,140 crores.

(v) Security Coverage for the Borrowings:

The security details of the aforesaid secured borrowings made by the Company are mentioned at Note No. 14 and 15 in the Notes to accounts forming part of the Audited Financial statements for the year ended 31^st March, 2024.

The Company has not provided any gold loans or do not provide loans against the security of gold or other precious metals or ornaments during the FY 2023-24.

(vi) Credit Ratings: The Credit ratings for various Borrowings/FD of the Company are given herein below :
Name of the Rating Agency	Rated Facility	Rating as on 31^s* March, 2023	Rating as on 31^s* March, 2024
CARE	Long Term Bank Facilities	CARE AA (stable)	CARE AA (stable)
CARE	Non-Convertible Debentures	CARE AA (stable)	CARE AA (stable)
CARE	Subordinated Debt	CARE AA (stable)	CARE AA (stable)
CARE	Fixed Deposits	CARE AA (stable)	CARE AA (stable)
BRICKWORKS	Non-Convertible Debentures	BWR AA (stable)	BWR AA (stable)
BRICKWORKS	Subordinated Debt	BWR AA (stable)	-
CRISIL	Commercial Paper	CRISIL A1	-
ICRA	Long Term Bank Facilities	ICRA AA (stable)	ICRA AA (stable)
ICRA	Non-Convertible Debentures	ICRA AA (stable)	ICRA AA (stable)
ICRA	Subordinated Debt	ICRA AA (stable)	ICRA AA (stable)
ICRA	Short Term Borrowings	ICRA A1	ICRA A1
INDIA RATINGS	Non-Convertible Debentures	IND AA (stable)	IND AA (stable)
INDIA RATINGS	Long Term Bank Facilities	-	IND AA (stable)

10. Investments:

As per Investment Policy of the Company, the Executive Committee is responsible for approving investments in line with the policy and limits as set out by the Board. The Investment Policy is reviewed and revised in line with the market conditions and business requirements from time to time. The decision to buy and sell up to the approved limit is delegated by the Board to the Investment Executive Committee consisting of Company''s senior executives. The investment function is carried out primarily to support the core business of housing finance to ensure adequate levels of liquidity.

Your Company maintains sufficient liquidity for its business needs, repayment obligations and also to meet any contingency funding requirements. As at 31^st March, 2024, your Company had unencumbered liquidity buffers of '' 1,500 crores in highly liquid assets. Further, surplus funds are also generated considering the time lag between raising of resources and its deployment. Such surplus funds are generally parked with highly liquid mutual funds and short-term deposits with banks. During the FY 2023-24, your Company earned '' 22.14 crores by way of income from mutual funds & other operations and '' 121.26 crores by way of interest on deposits placed with banks and from bonds.

11. Asset Liability Management Committee ("ALCO"):

The Board of Directors of the Company has approved the ALM Policy & Framework and reviewed the same from time to time. The ALCO Committee ensures that the liquidity and interest-rate risks are contained within the limits laid down by the NHB. As at 31^st March, 2024, your Company had a strong asset-liability position with positive gaps across all the buckets.

12. Risk Management Framework and Monitoring:

Existence of every financial institution depends on how effectively it manages the risks. Aadhar Housing recognizes that risk management is integral to sound business practices and hence implemented enterprise-wide risk management

framework. Effective risk management leads to informed decision-making within the organization''s risk appetite. In this regard, risk management forms part of the continuous improvement process to mitigate risks and maximize opportunities.

Aadhar Housing''s risk management was deepened across all management levels and functional areas. Risk management roles were distributed across the Board of Directors, Audit Committee and Risk Management Committee. Chief Risk Officer is responsible for enterprise risk and review, analyse, monitor and report to Risk Management Committee and Board of all significant risk areas.

Aadhar Housing has the Risk appetite framework approved by the Board of Directors which covers various types of risk the organization is exposed to and also clearly defines the boundaries for risk acceptance. There is a clear understanding of our desired risk appetite. As a part of the process, the framework undergoes a change depending on the changing external/internal environment. This ensures understanding and measuring the risk the organization is/would be facing. Further, Aadhar Housing has well defined reporting mechanism to report the stressed Risk Appetite Parameters and escalation & reporting mechanism to tackle it.

The Company recognises identification of risk as a very critical function in managing and mitigating risk. The key pillars behind risk mitigation include:

- Regular Executive Risk Management Committee

- Robust policies & standards

- Use of fraud databases, screening documents and field visits to contain potential frauds.

- Regular monitoring of key risk indicators

- Regular monitoring & testing of risk control matrix

- Risk Containment Unit (RCU) carried out real time screening of files, keeping track of adverse trend in various locations and guidance to field team.

13. Internal Audit Control & Reporting:

The Company''s Internal Audit department, is led by the Head - Internal Audit and supported by team of qualified chartered accountants, experienced internal auditors and functional experts. The Risk Based Internal Audit Policy and Risk Based Internal Audit Plan are approved annually by Audit Committee. All the significant findings of internal audit and action taken thereon are discussed in the Audit Committee of the Board.

Periodic branch audits, continuous concurrent audits and risk based process audits, information systems and information security audits are part of internal audit annual plan. Company''s internal financial controls are reviewed for effectiveness and efficiency by the internal audit.

14. Insurance Cover facilities:

Your Company also has in place a Mediclaim policy for its employees and their dependent family members to cover against hospitalization including for COVID - 19 treatment, group term life and group personal accident policies, which provides compensation in case of accidents and hospitalization due to illness.

Your Company also has in place a Mediclaim policy for its employees and their dependent family members to cover

against hospitalization including for COVID - 19 treatment, group term life and group personal accident policies, which provides compensation in case of accidents and hospitalization due to illness.

Your Company also has taken an insurance policy covering various cyber risks including data protection.

15. Fixed Deposits ("FD") program:

Pursuant to the instructions issued by NHB as a condition for approval of the change in control & management of the Company, the Company has stopped accepting any fresh or renewal of deposits from public from May 2019. Your Company''s FD programme is rated, CARE AA (stable) by CARE Ratings Ltd. As on 31^st March, 2024, your Company''s outstanding FDs including accrued interest (excluding unclaimed matured deposit) '' 1.22 Cr. The Company is regular in payment of interest and maturity amount dues to depositors without any delay or default. The Company has maintained SLR security deposits with Government Bonds/Fixed Deposits more than the stipulated requirements by the Regulators for repayment of these deposits as and when required by the depositors.

a. Total 355 nos. of accounts of fixed deposits of the Company which have not been claimed by the depositors after the date on which the deposit became due for repayment.

b. Total amount of '' 69,21,341 is due, under such accounts remaining unclaimed or unpaid beyond the date referred to in clause (a) as aforesaid.

For the unclaimed deposits as mentioned above, the Company has taken the following actions:-

i) Postal letters dispatched to FD holders, to intimate that, deposits are matured and asking them to submit the FD certificate for repayment of the same through NEFT/ RTGS mode.

ii) The Company also contacted the depositors or nominee or sourcing agent through our local branches, requesting them to submit the FD certificates, duly discharged and get the maturity payment.

The Company also sends SMS communications to depositors, prior to 14 days of maturity and post maturity till the deposits are claimed for payment by the FD holder.

16. Unclaimed/ Unpaid Dividend & Deposits:

During the financial year under review, your Company has transferred unclaimed Interim dividend of '' 55,575/- for the FY 2015-16 on 19^th April 2023 and Final Dividend for the FY 2015-16 of '' 10,517/- on 15^th September, 2023 to the Investor Education and Protection Fund ("IEPF"), established by the Central Government. During the financial year under review, no shares were transferred by the Company to IEPF. Your Company has duly complied with all applicable provisions of Act and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") regarding Unclaimed/ Unpaid Dividend & Deposits.

17. Reserve Bank of India ("RBI") Regulations/ Directions:

As per RBI circular No.- RBI/2022-23/24 Ref.No.DoS.CO.PPG./ SEC.01/11.01.005/2022-23 dated 11^th April, 2022, NBFCs shall put in place a Board approved policy on compliance function on or before 1 ^st April, 2023 clearly spelling out its compliance philosophy, expectations on compliance culture, structure and role of the compliance function, the role of Chief Compliance Officer ("CCO"), processes for identifying, assessing, monitoring, managing, and reporting on compliance risk and the appointment of CCO should be made by 1^st October, 2023. Accordingly, the compliance policy of the Company has been approved by the Board on 16^th March, 2023 and shall be reviewed periodically. The Company has appointed the Chief Compliance Officer w.e.f. 1^st October, 2023.

Your Company has also adopted a Co- Lending Policy as per the Reserve Bank of India circular no. RBI/2020-21/63 FIDD. CO.Plan.BC.No.8/04.09.01/2020-21 dated 05^th November, 2020 to define framework for entering into Co-Lending Model arrangements with banks/financial institutions as partners to improve the reach to customers. The policy has been reviewed by the Board at its Meeting held on 16^th May, 2023.

All the Directors meet the fit and proper criteria stipulated under the RBI Master Direction, as amended from time to time.

There have been no delays in filing the necessary disclosures, returns and necessary forms with respect to Foreign Direct Investment for the financial year under review. No fines/ penalties have been levied by the RBI during the year 2023-24.

18. National Housing Bank Regulations:

Your Company is having a valid NHB License for carrying on business of Housing Finance Company, bearing revised registration certificate No. 04.0168.18, dated 5^th April, 2018 (being latest registration post change in name after merger was completed) and further the Company has complied with the provisions of NHB Directions/ circulars, as applicable. The circulars and the notifications issued by NHB are also placed before the Audit Committee/ Board of Directors at regular intervals to update the Committee/ Board members on the compliance of the same. Various inspection observations of NHB were satisfactorily complied and resolved and reported to the Board.

As per the Master Circular- Returns to be submitted by Housing Finance Companies (HFCs) and various Circulars/ Guidelines/ Notifications issued by NHB, the Company has duly complied and submitted all the required monthly/ quarterly/ half yearly NHB reports/ returns, intimation of opening/ closing (shifting/ relocation) of branches within prescribed time-limit during the FY 2023-24.

The Company is regular in filing the online returns on the Centralised Reporting and Management Information Systems (CRaMIS) portal of NHB.

The Company being a financial institution is also registered for taking SARFAESI Action under Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 ("SARFAESI Act") and the same has been notified by NHB.

19. Capital Adequacy and Transfer to Special Reserve

As required under National Housing Bank/RBI Master Directions issued, the Company is required to maintain a minimum capital adequacy of 15% on a stand-alone basis. The following table sets out Company''s Capital Adequacy Ratios as at 31^st March, 2024, 2023 and 2022:

Particulars	As on March 31
	2024 2023	2022
Capital Adequacy Ratio	38.46% 42.73%	45.41%

The Capital Adequacy Ratio (CAR) of your Company was at 38.46% as on 31^st March, 2024, as compared to the regulatory requirement of 15%. In addition, the National Housing Bank Act, 1987 also requires that your Company transfers minimum 20% of its annual profits to a Special Reserve fund, which the Company has duly complied.

20. Principal Business Criteria for HFC''s

"Housing Finance Company" shall mean a Company incorporated under the Companies Act, 2013 that fulfils the following conditions:-

a. It is an NBFC whose financial assets, in the business of providing finance for housing, constitute at least 60% of its total assets (netted off by intangible assets).

b. Out of the total assets (netted off by intangible assets), not less than 50% should be by way of housing financing for individuals.

RBI vide its circular number RBI/2020-21/73/DOR.FIN.HFC. CC.No.120/03.10.136/2020-21 dated February 17, 2021

defined the principal business criteria for HFC''s. The Company has complied and is meeting the aforesaid principal business criteria for HFC.

Particulars	As on 31^s* March,2024 ('' In Lakhs)
Total Assets	19,08,571
Less : Intangible assets	35,582
Net total assets	1,872,989
Housing Finance	12,57,917
Housing Finance for Individuals	12,57,917
Percentage of housing finance to total assets (netted off intangible assets)	67.16%
Percentage of individual housing finance to total assets (netted off intangible assets)	67.16%
Percentage of individual housing finance to housing finance	100%

21. Insurance Regulatory and Development Authority of India (IRDAI):

The Company is registered with IRDAI as Corporate Agent -Composite bearing registration number CA0012 with renewed validity period -1^st April, 2022 to 31^st March, 2025. The Company has Corporate Agency agreement executed with the insurer : Pramerica Life Insurance Limited, Navi General Insurance Limited, Cholamandalam MS General Insurance Company Limited and Bajaj Allianz General Insurance Company Limited.

During the FY 2023-2024, the Company has complied with Insurance Regulatory and Development Authority of India (Registration of Corporate Agents) Regulations, 2015 and has duly filed/ submitted various returns, reports and intimations within the prescribed time-limit. No penalties/fine was levied by the regulator during the FY 2023-2024.

22. Trade Marks Registration for the Company:-

Aadhar Housing owns a combination of trademarks to establish and protect our brands, logos, and marketing designs. The Company has 12 trademarks registered with the Registrar of Trademarks under the Trademarks Act. The Company is in the process of registering the new Logo of the Company for Green Housing.

23. Fair Practice Code, KYC norms, Anti Money Laundering standards and Policy for prevention, prohibition and Redressal of Sexual Harassment:

The Company continued to ensure that Fair Practice Code, KYC Norms and Anti Money Laundering (AML) Standards as per the guidelines issued by the NHB/RBI from time to time are invariably adhered to and duly complied by the Company. The Company has put in place Board approved robust Know Your Customer (KYC) & Anti Money Laundering (AML) Measures Policy (âKYC & AML Policy") for compliance by the branches and the same is reviewed by the Board periodically. The Internal Auditors conducted audit of the branches to ensure adherence of these AML standards during the financial year under review. The quarterly reporting under KYC & AML policy has been submitted to NHB within the due dates for intimation.

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition, and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder ("the POSH Act") for prevention, prohibition and redressal of complaints of sexual harassment at workplace. The Company has also constituted an Internal Committee (IC) in compliance with Section 4 of the POSH Act.

During FY 2023-24, the Company did not receive any complaint on sexual harassment which has been investigated and addressed with appropriate action as per the Policy.

24. Internal Financial Control Measures/System:

Board reviews the performance of the internal audit and the adequacy and effectiveness of the internal control systems and compliance with regulatory guidelines.

25. Auditors

Statutory Auditors, their Report and Notes to Financial Statements

M/s. Kirtane & Pandit LLP, Chartered Accountants continues to be the joint auditor and tenure of M/s. Walker Chandiok & Co LLP, as joint auditor is completing at upcoming Annual General Meeting.

Secretarial Audit and Secretarial Compliance Report :

The Board of Directors of the Company, had appointed M/s Roy Jacob & Co., Company Secretaries, Mumbai, (Membership Number - FCS 9017 and Certificate of Practice Number 8220) as Secretarial Auditor, pursuant to section 204(1) of Act. The Secretarial audit report in Form MR- 3 for financial year 2023-24 forms part of this Board''s report.

There are no qualifications or adverse remarks in the Secretarial Audit Report for the FY 2023-24 except for one day delay in giving prior intimation of Board Meeting to Stock exchange. The delay was due to technical issues encountered on the date of filing and the Company has duly paid fine of '' 5000 to BSE Ltd. for the said non-compliance. Pursuant to Regulation 24A (2) of the SEBI LODR Regulations, the Company had approached M/s Aashish K Bhatt Associates, Company Secretaries, Mumbai (Membership number- ACS 19639 and Certificate of Practice number -7023) for providing the Annual Secretarial Compliance Report for the financial year under review and which has been submitted to the Stock Exchanges and uploaded on the website of the Company at https://aadharhousing.com/disclosures-under-regulation-62-of-the-sebi-lodr-regulation-2015-pdf/annual-secretarial-compliance-report.

Cost records and Auditors

The provisions of Cost Records and Cost Audit as prescribed under Section 148 of the Act are not applicable to the Company.

Corporate Governance report and Compliance Certificate

The Corporate Governance report as stipulated under Schedule V Part C of the SEBI LODR Regulations, forms part of this Annual Report.

The requisite certificate as required under Schedule V Part E of the SEBI LODR Regulations, confirming compliance with the requirements of Corporate Governance received from M/s Aashish K Bhatt Associates, Company Secretaries, Mumbai is attached as Annexure 1 to the Board''s report.

of the Company have complied to the Code of Conduct for the financial year ended 31^st March, 2024 and is attached as Annexure 2 to this Report. The said code is hosted on the website of the Company and can be accessed at web link: https://aadharhousing.com/disclosures-under-regulation-62-of-the-sebi-lodr-regulation-2015-pdf/code-of-conduct-of-the-board-of-directors-and-senior-management-personnel.

26. Reporting on various Corporate Governance Regulations & Compliances under the Act:

i) Annual Return as per section 134(3)(a):

During the year 2023-24, Annual General Meeting for the FY 2022-23 was duly held on 9^th August, 2023 and Annual Return was filed within prescribed time limit.

As provided under section 92(3) and 134(3)(a) of the Act, Annual Returns of the Company are placed on the website of the Company at https://aadharhousing. com/disclosures-under-regulation-62-of-the-sebi-lodr-regulation-2015-pdf/annual-return.

ii) Number of meetings of the Board & Committees under section 134(3)(b):

iii) Directors'' Responsibility Statement under section 134(3)(c):

As required by section 134(3)(c) read along with section 134(5) of the Act, the Board of Directors state that:

a. in the preparation of the Annual Financial Statements for the financial year ended 31^st March, 2024, the applicable Accounting Standards had been followed and there were no material departures from the same;

b. the Directors had 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 31^st March, 2024 and of the profit of the Company for that period;

c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the Directors had prepared the Annual Financial Statements on a going concern basis;

e. the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f. the Directors had devised proper systems to ensure compliance with the provisions of all applicable

laws and that such systems were adequate and operating effectively.

iv) Details of Fraud Reporting to NHB & as per provisions of section 134 (3) (ca) read with section 143 (12) of the Act:

a) There were no material fraud cases amounting to '' 1 crore or above, detected and required to be reported during the FY 2023-24, as per the provisions of section 134 (3) (ca) read with section 143 (12) of the Companies Act, 2013 to the regulatory authorities.

b) Frauds of value involved for '' 1 Lakh & above and frauds committed by unscrupulous borrowers, detected, during the FY 2023-24 the Company has duly reported 17 fraud cases as per Circular(s)/ Guidelines, issued by National Housing Bank/ Reserve Bank of India.

v) In terms of section 134(3)(d) of the Act, your Board states that, the Independent Directors, have given a declaration under section 149(7) of the Act and Regulation 25(8) of the SEBI LODR Regulations confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI LODR Regulations.

vi) With regard to section 134(3)(e) of the Act, the Company has duly followed the Nomination Remuneration & Evaluation Policy (NRE Policy), which, inter alia, lays down the approach to diversity of the Board, criteria for identifying the persons who are qualified to be appointed as Directors, Key Managerial Personnel (KMP) & Top Managerial Personnel of the Company, along with the criteria for determination of remuneration thereof and evaluation of Board of Directors/Committees (including Independent Directors) and KMPs/Top managerial personnel of the Company and includes other matters, as prescribed under the provisions of Section 178 of the Act. Further pursuant to provisions of RBI Master Directions, the Company has obtained Fit & Proper declarations and Deed of Covenants and various other declarations duly signed by all the Directors of the Company.

The aforesaid policy is available on the website of the Company, i.e. https://aadharhousing.com/

vii) In terms of section 134(3)(g) of the Act, Company has not made any Investment through two or more layers of Investment Companies, pursuant to provisions of section 186(1) of the Act. Further, the Company being Housing Finance Company, all loans are in the ordinary course of business and details of the same along with the investment made by the Company are disclosed in Financial Statements and Notes of Accounts, thereto, which forms part of this Annual Report.

viii) Particulars of transactions with related parties under section 134(3)(h) and section 188:

The Transactions with related parties are entered as per the Related Party Transaction Policy of the Company, pursuant to provisions of section 188 of the Act, read

with the rules made thereunder, after taking necessary approval of Shareholders & Board of Directors.

A quarterly update is also given to the Audit committee and the Board of Directors on the Related Party Transactions (''''RPTs") undertaken by the Company for their review and consideration and disclosures of RPTs is also submitted to BSE Ltd. on a half-yearly basis and published on the Company''s website at https:// aadharhousing.com/disclosures-under-regulation-62-of-the-sebi-lodr-regulation-2015-pdf/financial-results.

Apart from payment of sitting fees and commission to Independent Directors, there is no pecuniary relationship or transactions of the Independent/Non-Executive Directors vis a vis the Company. The details with respect to the related party transactions are mentioned in the notes to the audited financial statements for the financial year ended 31^st March, 2024.

There are no transactions to be reported as per Section 188 of the Act read with Rule 15 of Companies (Meetings of Board and its Powers) Rules, 2014 as amended from time to time and hence the disclosure of material related party transaction as required in the prescribed Form AOC - 2 is not applicable.

During the financial year under review, the Company has not given any loans and advances in the nature of loans to its subsidiaries or associate(s) or to firms/companies in which Directors are interested. Accordingly, the disclosure of particulars of loans/advances, etc., as required to be furnished in the Annual Accounts of the Company pursuant to Regulations 53 (f) read with paragraph A of Schedule V of the SEBI LODR Regulations is not applicable to the Company. The Audit Committee on 3^rd May, 2023 has approved the omnibus transaction limits for RPTs with related parties and Directors for the FY 2023-2024 as per the note/limits circulated to the Committee with clarifications.

Pursuant to provisions of RBI Master Directions, a copy of Related Party Transaction Policy of the Company, duly approved by the Board, is enclosed as Annexure 3 to this report. It is also available on the website of the Company at link provided below: -https://aadharhousing.com/ disclosures-under-regulation-62-of-the-sebi-lodr-regulation-201 5-pdf/pol icy-on-deal ing-with-related-party-transactions

ix) Meetings of the Board and its Committees: Board

The Board of Directors of your Company meet at regular intervals to discuss and decide on the Company''s performance and strategies. During the financial year under review, the Board met 8 (eight) times on 16 ^th May, 2023, 13^th July, 2023, 9^th August, 2023, 7^th November, 2023, 8^th December, 2023, 21^st January, 2024, 30^th January, 2024 and on 8^th February, 2024.

Further details on the Board, its Meetings, composition and attendance are provided in the Corporate Governance Report, which forms part of this Annual Report.

Your Company has the following 10 (ten) Board-level Committees, which have been established in compliance

with the requirements of the business and relevant provisions of applicable laws and statutes:

â¢ Audit Committee

â¢ Nomination and Remuneration Committee

â¢ Corporate Social Responsibility Committee

â¢ Stakeholders'' Relationship Committee

â¢ Risk Management Committee

â¢ IT Strategy Committee

â¢ Asset Liability Management Committee

â¢ Investment Committee

â¢ Management Committee

â¢ IPO committee

More information on all of the above Committees including details of its Meetings, composition and attendance are provided in the Corporate Governance Report, which forms part of this Annual Report.

x) Transfer of profits to Reserves:-

In terms of section 134(3)(j) of the Act, Company has transferred '' 74.85 crores to General Reserve and a sum of '' 149.70 crores to the Special Reserves under Section 29C of National Housing Bank Act, 1987 and Section 36(1)

(viii) of the Income Tax Act, 1961, in addition to other provisions created during the financial year under review as per the audited financials submitted to the Board.

xi) In order to conserve the resources for better growth opportunity, there was no dividend recommended or declared during the financial year under review, which is in line with the Dividend Distribution Policy of the Company. The policy is available on your Company''s website at https://aadharhousing.com/ investor-relations/sebi-regulations-disclosures

xii) Material changes and commitments, if any, affecting the financial position of the Company which has occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report, in terms of Section 134(3) (l) of the Act: -

The IPO Committee of the Company on 13^th May 2024 has allotted/transferred 95,255,598 Equity Shares offered under the Offer (fresh issue of 31,763,535 Equity Shares by the Company aggregating to ''10,000 million and an offer for sale of 63,492,063 Equity Shares by the promoter of the Company, BCP Topco VII Pte. Ltd. ("Promoter Selling Shareholder") aggregating to '' 20,000 million), at an Offer price of '' 315 per Equity Share (including a share premium of '' 305 per equity share) Further, a discount of ''23 per Equity Share was offered to the Eligible Employee(s) Bidding in the Employee Reservation Portion, in accordance with SEBI ICDR Regulations. The equity shares of the Company are listed on the Stock Exchanges w.e.f. 15^th May 2024. Other than the IPO by the Company as mentioned aforesaid, there were no

other material changes and commitments affecting the financial position of the Company.

xiii) Statement containing salient features of the financial statements of subsidiaries :-

A report on the performance and financial position of the Company''s Subsidiary as per Section 129(3) of the Act read with the Companies (Accounts) Rules, 2014, in

the prescribed form AOC-1 is attached as Annexure 4

to the Board''s Report. The Company does not have any associate companies or Joint ventures as on 31^st March, 2024.

xiv) Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo in terms of Section 134(3)(m) of the Act read with Rule 8 of Companies (Accounts) Rules, 2014:

> Conservation of Energy

> Technology Upgradation

The Company is continuously committed to investing in enhancing current digital capabilities for its stakeholders. Over the past three years, Company has transformed its technology landscape by establishing a cloud-based data centre and launching a comprehensive digital lending platform developed by M/s Tata Consultancy Services Ltd. This platform, with its end-to-end workflow and automation capabilities, has paved the way for further advancements. Company has initiated a mobile experience technology upgrade, enabling both customers and employees to access offline mobile functionalities, ensuring seamless operations anytime, anywhere. During the year, key mobility features developed and launched include Digital Customer Onboarding, Field Collections Mobility, Field Technical Scrutiny, Customer Self-Service, and an All-in-One App for Employees. This mobile initiative has significantly improved the Company''s effectiveness, efficiency, and customer satisfaction across various areas such as Turnaround Time Improvement, Cost Savings, Productivity Enhancement, Compliance, and Customer Delight.

The foreign exchange earnings and outgo etc. and other provisions of reporting as per the Act are given below as applicable to the Company during the year under review.

Particulars	As at 31^stMarch, 2024	As at 31^stMarch, 2023
	Amount ('' in lakhs)	Amount ('' in lakhs)
Foreign Exchange earnings	Nil	Nil
Foreign Exchange outgo	37	263
Total	37	263

xv) Corporate Social Responsibility under Section - 134(3)(o):

The Corporate Social Responsibility (âCSR"), under section 135(1) of the Act is applicable to the Company during the financial year under review. Your Company has in place, Corporate Social Responsibility Policy, as per the provisions of the Companies (Corporate Social Responsibility Policy) Rules, 2014 (âCSR Rules"), which lays down the guidelines and mechanism for undertaking socially useful projects for welfare and sustainable development of the community at large. According to the provisions of the Act, the Corporate Social Responsibility Committee was formed by the Company. The annual report on CSR activities is annexed separately to this report. The total amount of CSR contribution and payment details are given in Annexure 5 to this Board''s Report. The Company has duly transferred the unspent amount relating to ongoing projects to a special account called the Unspent Corporate Social Responsibility Account 2024, in accordance with sub-section (6) of the CSR Rules within 30 days from end of the financial year 2023-24. The amount shall be spent by the Company in pursuance of its obligation towards the Corporate Social Responsibility Policy within a period of three financial years from the date of such transfer.

The CSR Policy is available on the website of the Company,

i.e. https://aadharhousing.com/customer-relations/ ahfl-policies-codes.

xvi) Formal Annual Evaluation of the Board, its Committees and of individual directors under section 134(3)(p) and rule 8(4) of the Companies (Accounts) Rules, 2014:

Pursuant to the provisions of the Act and its Rules, an annual evaluation of the performance of the Board, its Committees and of individual Directors, were carried out during the year. The details of evaluation process as carried out and the evaluation criteria have been explained in the Corporate Governance Section, forming part of this Annual Report. Also, the Nomination and Remuneration Committee has evaluated the Directors/ KMPs at the time of their appointment.

xvii) Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year, in terms of rule 8 (5) (iii a) of Companies (Accounts) Rules, 2014 as amended :-

The Independent Directors are selected as per the applicable provisions of Act, read with RBI Master

Directions based upon the qualification, expertise, track record, integrity and other "fit and proper" criteria and the Company obtains the necessary information and declaration from the Directors. All the Independent Directors of the Company have strong academic background and having long stint experience with renowned Government and private organizations/ corporates. The integrity/ expertise of the Directors have been evaluated at the time of appointment and every year by the Board and NRC at their respective meetings.

Further, all Independent Directors have confirmed that they have registered with the data bank of Independent Directors maintained by; and are either exempt or have completed the online proficiency self -assessment test conducted by the Indian Institute of Corporate Affairs in accordance with the provisions of Section 150 of the Act.

xviii) Secretarial Standards of Institute of Company Secretaries of India

Your Company is in compliance with the Secretarial Standards specified by the Institute of Company Secretaries of India (âICSI") on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

xix) Vigil Mechanism / Whistle Blower Policy:

In terms of section 177(9) of the Act and Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Board of Directors has put in place a Vigil Mechanism and adopted a Whistle Blower Policy to provide for adequate safeguards against victimization of employees and directors who may avail of the vigil mechanism/ whistle blower policy, by directly sending mail to the Chairperson of the Audit Committee. The Company affirms that no person was denied access to the Audit Committee.

These provisions are already circulated to the employees through the intra-net and the same is also available at the website of the Company. Hence, the Company has complied with the provisions of the Act and RBI/NHB Directions.

During the financial year under review, the Whistle Blower Policy has been reviewed by the Board of Directors at their meeting held on 30^th January, 2024.

xx) Investments, loans and guarantees given by the Company:

xxi) Name of the Companies, which have become or ceased to become Subsidiary, Joint Venture or Associate Company, during the year under review : NIL

xxii) Details of significant and material order, passed by the Regulators or Court or Tribunals, impacting the going concern status and Company''s operations in future :

NIL

xxiii) Training & Development :

At Aadhar Housing, we recognize our employees as our most valuable asset, instrumental in providing us with a competitive edge in the markets we operate in. Through a comprehensive array of initiatives and programs, our unwavering focus has always been to nurture a culture of encouragement, motivation, and inclusivity, making each employee an integral part of our company''s vision and mission.

In addition to maintaining cordial relationships with the employees, continuous efforts are being made to impart the relevant knowledge, quality skills and most importantly an attitude to grow and maintain sustainable business.

Key Highlights of FY 2023-24:

1. Comprehensive Training Programs: Throughout the year, we conducted targeted training sessions covering essential aspects such as functional skills, behavioral skills, health & well-being, and compliance-related trainings. Our commitment to employee development resulted in a total of 13208 training man-days, with an impressive 95% coverage of our entire employee base. These programs, conducted via both virtual and classroom modes, facilitated knowledge dissemination and skill enhancement of total 10,738 participants, including employees of subsidiaries and those on contract basis.

2. Induct Right: We have implemented an innovative Induct Right training aimed at providing our employees with a comprehensive foundation for success. Through this program, we meticulously track their progress across three critical stages: M0 (Joining Month), M1, M2, and M3. At each stage, employees receive tailored training and support to ensure a smooth transition and development within the company. Moreover, we prioritize equipping them with practical functional knowledge, enabling them to confidently execute daily sales calls, marketing activities, and effectively handhold them with the help their authority by their Joint-Calls.

3. Restart: The restart training program is designed to identify and address performance gaps among employees. It begins with the product team providing region-wise performance data, highlighting employees with zero logins or zero disbursements. Based on this data, non-performing

employees are identified and assessed for skill and will. They are then categorized into cohorts based on their training or non-training needs, or a combination of both. Following this, training and non-training interventions are executed, including training or mentoring sessions, and assessments with feedback. Performance is continuously measured using a performance matrix, monitored by both the business and HR teams, and reviewed at regular intervals. Finally, recommendations for further action are made based on performance criteria, ensuring continuous improvement and alignment with organizational goals.

Additionally, employees also completed Self-paced e-learning courses and functional modules on our Aadhar Gurukul platform. 6500 employees invested more than 10000 hours to enhance their Knowledge, Skill & behavior.

xxiv) Human Resources:

Human Resources are cornerstone of Company''s growth and progress. The team of Aadhar Housing has grown steadily from 3663 employees last year to 3931 employees during the financial year under review.

Your Board would like to make a special mention that the Company has been certified as a ''Great Place to Work'' for the Fifth time in a row. Further, the Company was awarded as one of the India''s Top 40 best companies for Health and Wellness in the survey by Great Places to Work.

Aadhar Housing also undertook a lot of initiatives to reach out to the needy segment. Your Board would like to bring to your notice that the Company has pledged to contribute to the socio-economic development of the society through its philanthropic approach.

All the initiatives that were steered were a combination of corporate social responsibility and employee volunteering. With employees extending support to the elders and the orphans, the Company undertook activities towards promoting preventive healthcare and sanitation facilities, providing employment through enhancing vocational skills and prevention of hunger by providing food.

xxv) Details of ESAR Scheme & ESOP Scheme implemented by the Company:

a) Employees Stock Appreciation Rights (ESAR) Scheme:

The ESAR scheme was approved in March, 2018 by the previous promoter group and at the Meeting held on 24^th January, 2024, the shareholders approved the amendments and changes to the ESAR scheme and rechristened it''s name as Aadhar Housing Finance Limited - Employee Stock Options Plan, 2018 (âESOP Plan 2018") to make the Company an eligible employer to undertake the IPO and align the ESOP Plan 2018 with the requirements of the SEBI (Share Based Employee Benefit & Sweat Equity) Regulations, 2021.

b) Employee Stock Option Plan - 2020 ("ESOP Plan 2020"):

In order to reward performance and elicit long term commitment of the employees towards the growth of the Company, the new ESOP Plan 2020 was introduced with the approval of Board & Shareholders. Under the ESOP Plan 2020 duly approved by the Board, as on 31^st March, 2024, total 1,75,84,658 number of ESOP''s were granted and outstanding to the identified & eligible existing employees including the Whole Time/ Executive/ Managing Director(s) of the Company.

Based on the recommendations and approval of the Nomination and Remuneration Committee and approval of the Board of Directors, Shareholders at their Extra-ordinary General Meeting held on 23^rd March, 2022 approved the amendments to ESOP Plan 2020 pertaining to various clauses regarding the vesting period and alignment with Securities and Exchange Board of India (Share Based Employee Benefits & Sweat Equity) Regulations, 2021. At their Extra-Ordinary General Meeting held on 26^th May, 2022, Shareholders approved further amendments to ESOP Plan 2020 aimed at relaxation of vesting conditions to eligible employees as recommended by the Nomination and Remuneration Committee and approved by the Board of Directors.

Details required as per Rule 12(9) of Companies (Share Capital and Debentures) Rules, 2014:
Details of ESOP 2020 & ESOP 2018	FY23-24
	ESOP 2020	ESOP 2018
(a) options granted;	82,89,716	-
(b) options vested;	-	-
(c) options exercised;	-	-
(d) the total number of shares arising as a result of exercise of options;	-	-
(e) options lapsed;	9,03,905	1,03,741.13
(f) the exercise price;	90.805-147.50	-
(g) variation in terms of options;	-	-
(h) money realised by exercise of options;	-	-
(i) total number of options in force;	1,75,84,658	18,65,545
(j) employee wise details of options granted to:	-	-
(i) Key Managerial Personnel;	-	-
Rishi Anand	4,78,267	-
Deo Shankar Tripathi	2,86,960	-
Rajesh Viswanathan	4,33,777	-
Harshada Pathak	55,668	-
(ii) any other employee who receives a grant of options in any one year of options amounting to five percent or more of total options granted during that year;	-	-
(iii) identified employees who were granted options, during any one year, equal to or exceeding one percent of the issued capital, excluding outstanding warrants and conversions, of the Company at the time of grant.
Further the Disclosures in compliance with SEBI (Share Based Employee Benefits and uploaded on the website of the Company at https://aadharhousing.com/	Sweat Equity) Regulations, 2021, are

(i) Name of Director	the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year
Mr. O. P. Bhatt	20.07
Ms. Sharmila A Karve	5.00
Dr. Nivedita Haran	3.55
Mr. Amit Dixit	N.A.
Mr. Mukesh Mehta	N.A.
Mr. Prateek Roongta	N.A.
Mr. Deo Shankar Tripathi	66.23
Mr. Rishi Anand	60.87

xxvi) Buy-back of the Company''s own shares

xxvii) Particulars of employees in receipt of remuneration above the limits and other applicable provisions of the Act

Disclosures about remuneration required pursuant to the section 197(12) of the Act and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below-

(ii) the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year -

Managing Director & CEO - 8%,

Chief Financial Officer - 8%,

Head Secretarial - 14%

Chief Compliance Officer - 14%

(iii) the percentage increase in the median remuneration of employees in the financial year - 8.2%

(iv) the number of permanent employees on the rolls of company - 3931

Key Managerial Persons - 16.9%

Other - 12.5% (Other than CXOs & HODs)

(vi) It is further confirmed that the remuneration paid to employees is as per the remuneration policy of the Company.

(vii) The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Companies Act, 2013 (''Act'') read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Key Managerial Personnel) Rules, 2014, is available on the website of the Company at the link https://aadharhousing. com/disclosures-under-regulation-62-of-the-sebi-lodr-regulation-2015-pdf/annual-report.

(viii) None of the employees listed in the said list is a relative of any Director in the Company.

(x) None of the Directors receive any commission or remuneration from holding or subsidiary of the Company.

xxviii) Other Statutory disclosures

(i) During the year, the Company has not made any application under the Insolvency and Bankruptcy Code, 2016 (''IBC Code''). Further, there is no Corporate Insolvency Resolution Process initiated under the IBC Code

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

(iv) The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

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

(xxix) Details of utilization of funds raised through preferential allotment or qualified institutional placement as specified under Regulation 32(4) of the Listing Regulations:

During the financial year under review, the Company has not done any preferential allotment or qualified institutional placement of equity shares.

27. Acknowledgement by the Management:

Your Board of Directors would like to place on record their sincere gratitude to the Regulators, Reserve Bank of India, National Housing Bank, Registrar of Companies, Securities and Exchange Board of India, Insurance Regulatory and Development Authority of India, Ministry of Corporate Affairs, all Bankers to the Company, Central & State government departments, Tax Authorities, Debenture Trustees, Debenture holders, Registrars, other stake-holders, customers and all other business associates for their continued support during the year under review. The Directors would also like to thank the BSE Limited, National Securities Depository Limited and Central Depository Services (India) Limited and the Credit Rating Agencies for their support & co-operation.

Your Company and Management team also express their sincere gratitude to the Promoter, Holding Company BCP Topco VII Pte. Ltd. and other entities of Blackstone Inc. for their unstinted support & co-operation.

Your Directors wish to acclaim the hard work and commitment of the employees at all levels who had contributed with all their might for improving the performance of the Company year by year.

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article

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Aadhar Housing Finance Ltd. ಹೆಚ್ಚಿನ ಮಾಹಿತಿ

Aadhar Housing Finance Ltd. ಟೂಲ್ಸ್
ಬಲ್ಕ್ ಡೀಲ್ಸ್
Aadhar Housing Finance Ltd. ಕಂಪನಿಯ ವಿವರಗಳು
ಕಂಪನಿ ಪ್ರೋಫೈಲ್
ಕಂಪನಿ ಇತಿಹಾಸ
ಆಡಳಿತ ಮಂಡಳಿ
ಬಂಡವಾಳದ ಬಗೆ
ಉತ್ಪನ್ನ
ಬ್ಯಾಂಕರ್ಸ್/ಅಡಿಟರ್ಸ್/ರೆಜಿಸ್ಟರ್ಸ್
ಕಂಪನಿ ಇತಿಹಾಸ
ಬಿಎಸ್ಇ ಧಾರಣೆ ಇತಿಹಾಸ
ಎನ್ಎಸ್ಇ ಧಾರಣೆ ಇತಿಹಾಸ
Aadhar Housing Finance Ltd. ಹಣಕಾಸು ಅನುಪಾತದ ಲೆಕ್ಕ
ಅನುಪಾತ
Aadhar Housing Finance Ltd. ಫಲಿತಾಂಶ
ತ್ರೈಮಾಸಿಕ ಫಲಿತಾಂಶ
ಅರ್ಧವಾರ್ಷಿಕ ಫಲಿತಾಂಶ
ಒಂಭತ್ತು ತಿಂಗಳ ಫಲಿತಾಂಶ
ವಾರ್ಷಿಕ ವರದಿ
Aadhar Housing Finance Ltd. ಹಣಕಾಸು ಡಾಟಾ
ಅಡಿಟ್ ಫಲಿತಾಂಶ
ಹಣದ ಹರಿವು
ಬ್ಯಾಲೆನ್ಸ್ ಶೀಟ್
Aadhar Housing Finance Ltd. ವರದಿಗಳು
ಅಕೌಂಟಿಂಗ್ ಪಾಲಿಸಿ
ಅಡಿಟರ್ಸ್ ವರದಿ
ನಿರ್ದೇಶಕರ ವರದಿ
ಖಾತೆಗೆ ಮುಖ್ಯ ವಿಚಾರ
Aadhar Housing Finance Ltd. ಕಾರ್ಪೋರೇಟ್ ವರದಿಗಳು
ಬುಕ್ ಕ್ಲೋಸರ್
ಬೋರ್ಡ್ ಮೀಟಿಂಗ್
ಹೆಸರು ಬದಲಾವಣೆ

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Aadhar Housing Finance Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

1. Company Overview

2. Financial Performance of AHFL(Standalone):

3. Major Developments during the year

4. Initiatives towards funding of theGreen Housing Projects

Key Highlights

5. Management Discussion andAnalysis Report

6. Changes in the Directors and KeyManagerial Personnel

Board of Directors (âthe Boardâ)

Key Managerial Personnel

7. Share Capital Structure:

Changes in Capital Structure

and shareholding position:

8. Financial Performance

8.1 Financial summary and highlights ofthe Company:

8.2 GNPA and ECL Provision

(including additional provision):

8.3 Financial Ratios:

9. Resource Mobilisation:

(b) Loans from Banks:

(c) Refinance from National HousingBank (NHB):

(d) Loans from Domestic DFIs

(e) Borrowings through ExternalCommercial Borrowing (ECB):

10. Borrowings through other DebtInstruments and ResourceMobilisation:-

(i) Secured Redeemable Non-ConvertibleDebentures (NCDs)

(ii) Unsecured SubordinatedNon-Convertible Debentures:

(iii) Commercial Paper:

(iv) Direct Assignment of Mortgage PoolReceivables:

(v) Security Coverage for the Borrowings:

(vi) Credit Ratings:

11. Investments:

12. Asset Liability ManagementCommittee (âALCOâ):

13. Risk Management Frameworkand Monitoring:

14. Internal Audit Control & Reporting:

15. Directors and Officers (âD&Oâ)Insurance:

16. Fixed Deposits (âFDâ) program:

17. Unclaimed/ Unpaid Dividend andInterest:

18. PMAY 2.0 Urban - Interest SubsidyScheme (ISS) :

PMAY 2.0 claim and DisbursementStatus as on March 31, 2026

19. Reserve Bank of India (âRBIâ)/National Housing Bank (âNHBâ)Regulations/Directions:

20.Capital Adequacy and Transfer toSpecial Reserve

25. Internal Financial ControlMeasures/System:

Concurrent Audit Portal:

26. Auditors

Statutory Auditors, their Report andNotes to Financial Statements:

Secretarial Audit and SecretarialCompliance Report :

Cost records and Auditors:

Corporate Governance report andCompliance Certificate:

27. Reporting on various CorporateGovernance Regulations &Compliances under the Act:

viii) Particulars of transactions with relatedparties under section 134(3)(h) andsection 188 of the Act:

ix) Meetings of the Board and itsCommittees:

xxiv) Training & Development :

xxv)Details of Employee Stock Option PlanSchemes implemented by the Company:

xxvi) Buy-back of the Companyâs own shares:

xxvi) Particulars of employees in receipt of remuneration above the limits and otherapplicable provisions of the Act:

xxv30 Other Statutory disclosures

xxix) Details of utilization of funds raised through preferential allotment or qualified

institutional placement as specified under Regulation 32(4) of the Listing Regulations:

1. Financial Performance of AHFL (Standalone):

2. Major Developments during the year

3. Initiatives towards funding of Green Housing Projects

The following green initiatives were taken during the FY 23-24 -

4. Management Discussion and Analysis Report

5. Changes in the Directors and Key Managerial Personnel

Board of Directors ("the Board")

Key Managerial Personnel

Changes in Capital Structure and shareholding position:

Strong Parentage of the BCP Topco VII Pte. Ltd. (A Blackstone Group entity)

7. Financial Performance

7.1 Financial summary and highlights of the Company:

7.2 GNPA and ECL Provision (including additional provision):

8. Resource Mobilisation:

(b) Loans from Banks:

(c) Refinance from National Housing Bank:

9. Borrowings through other Debt Instruments and Resource Mobilisation:-

(i) Secured Redeemable Non-Convertible Debentures (NCDs)

(ii) Unsecured Subordinated Non-Convertible Debentures:

(iii) Commercial Paper:

(iv) Direct Assignment of Mortgage Pool Receivables:

(v) Security Coverage for the Borrowings:

2. Financial Performance of AHFL
(Standalone):

4. Initiatives towards funding of the
Green Housing Projects

5. Management Discussion and
Analysis Report

6. Changes in the Directors and Key
Managerial Personnel

Board of Directors (âthe Boardâ)

8.1 Financial summary and highlights of
the Company:

(c) Refinance from National Housing
Bank (NHB):

(e) Borrowings through External
Commercial Borrowing (ECB):

10. Borrowings through other Debt
Instruments and Resource
Mobilisation:-

(i) Secured Redeemable Non-Convertible
Debentures (NCDs)

(ii) Unsecured Subordinated
Non-Convertible Debentures:

(iv) Direct Assignment of Mortgage Pool
Receivables:

12. Asset Liability Management
Committee (âALCOâ):

13. Risk Management Framework
and Monitoring:

15. Directors and Officers (âD&Oâ)
Insurance:

16. Fixed Deposits (âFDâ) program:

17. Unclaimed/ Unpaid Dividend and
Interest:

18. PMAY 2.0 Urban - Interest Subsidy
Scheme (ISS) :

PMAY 2.0 claim and Disbursement
Status as on March 31, 2026

19. Reserve Bank of India (âRBIâ)/
National Housing Bank (âNHBâ)
Regulations/Directions:

20.Capital Adequacy and Transfer to
Special Reserve

25. Internal Financial Control
Measures/System:

Statutory Auditors, their Report and
Notes to Financial Statements:

Secretarial Audit and Secretarial
Compliance Report :

Corporate Governance report and
Compliance Certificate:

27. Reporting on various Corporate
Governance Regulations &
Compliances under the Act:

viii) Particulars of transactions with related
parties under section 134(3)(h) and
section 188 of the Act:

ix) Meetings of the Board and its
Committees:

xxv)Details of Employee Stock Option Plan
Schemes implemented by the Company:

xxvi) Buy-back of the Companyâs own shares:

xxvi) Particulars of employees in receipt of remuneration above the limits and other
applicable provisions of the Act: