India Home Loans Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting the Thirty Third Annual Report on the performance of the Company together with the audited financial statements for the year ended March 31, 2023.

The financial performance of your Company for the year ended March 31, 2023 is summarized below:

(RS. in Thousands)

Particulars	2022-23	2021-22
Revenue from operations	2,23,429.22	300500.69
Other income	8,445.61	4371.47
Total revenue	2,31,874.83	304872.16
Profit before depreciation and finance costs	1,44,384.84	210270.88
Depreciation and amortization expense	5,632.39	5323.86
Finance Cost	1,28,894.10	165302.2
Profit after depreciation, finance costs and exceptional items and before tax	9,858.35	39644.82
Tax expense	3,803.43	20489.56
Profit for the year	6,054.92	19155.26
Other comprehensive income	399.43	246.77
Total comprehensive income for the Year	6,454.35	19402.03

NATURE OF BUSINESS AND FINANCIAL PERFORMANCE

The Company is a housing finance company registered with National Hosing Bank of India. It primarily offers retail home loan products in the affordable housing segment. Loans are offered to customers for purchase, construction as well as extension of houses. During the year under review, the Company has achieved total revenue of Rs. 2,31,874.83 thousands with a Profit after Tax of Rs. 6,054.92 thousand as against the total revenue of Rs.3,04,872.16 thousand and profit after tax of Rs. 19,155.26 thousand earned in previous year.

REVIEW OF OPERATIONS

The Net NPA of the Company as on 31^st March 2023 is 3.02%. The company has disbursed 16 loan proposals during this year amounting to Rs. 6465.82 thousand. The total loan portfolio as on 31^st March 2023 stands at Rs. 10,17,018.39 thousand.

COVID -19

The financial year ended March 31, 2023 marked the Third year since the World Health Organisation declared the outbreak of COVID-19 as a pandemic. During the year under review, countries across the globe continued to face economic and social disruptions along with the loss of lives and livelihoods. Eruptions of new waves and variants of the virus necessitated localised restrictions and lockdown.

In April 2021, India witnessed a second wave of infections followed by another wave of infections in the fourth quarter of FY23.

Several waves of COVID-19 pandemic have forced the companies to adopt a hybrid model of operations. The Government through its various circulars and advisories has supported corporates in ensuring continuity in business operations. As permitted by MCA, the Board and its Committees have functioned largely using virtual mode for its meetings. The Company has ensured adequate precautions while conducting audio video meetings.

The staff was regularly advised on ensuring safety measures in and outside office premises. The technology interventions ensured that all the business activities were completed in time, the Board & Committee meetings were held in time, dissemination of adequate and correct public information was ensured.

TRANSFER TO RESERVES

The Company has transferred Rs. 1,210.98 thousand to Special Reserves under Sec 36(1)(viii) of Income Tax Act, 1961 for the financial year 31^st March 2023 as per audited financial statements.

SHARE CAPITAL

As on 31^st March 2023, the Paid up share capital of the Company is Rs. 14,28,17,550 (Rupees Fourteen crores twenty-eight lakhs seventeen thousand five hundred and fifty only) divided into 1,42,81,755 equity shares of face value of Rs. 10/-.

DIVIDEND

The Board of Directors have not recommended any dividend for the financial year 2022-23.

DEPOSITS

During the year under review, the Company has neither invited nor accepted any deposits from the public within the meaning of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES

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

DIRECTORS RESPONSIBILITY STATEMENT

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

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

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

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

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

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

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Ms. Archana Chirawawala was appointed as an Independent Director at the Extra-Ordinary General Meeting of the Company held on 8^th May 2023, to hold office for a first term of five consecutive years with effect from 9^th February 2023.

During the year 2022-23, Mr. Mahesh Fogla resigned as an Independent Director of the Company with effect from September 20, 2022.

Further, Mr. Nitesh Jain, Chief Financial Officer and Mr. Govinder Singh (Chairman), Independent Director of the Company resigned with effect from June 12, 2023 and June 21, 2023, respectively.

The brief details of Mr. Mahesh Pujara and Mr. Mitesh Pujara, who are proposed to be re-appointed for a term of three years as Managing Director and Whole-time Director, with effect from 21^st August 2023 as required under Secretarial Standard 2 ("SS-2") and Regulation 36 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, as amended, (the "Listing Regulations") are provided in the notice convening the Annual General Meeting of the Company.

Mr. Mitesh M. Pujara, proposed to be re-appointed as the Whole-time Director for a fixed term of three years with effect from August 21,2023, though not eligible, will retire by rotation as a Director, to enable compliance by the Company with the provisions of Section 152 of the Act, and being eligible, has offered himself for re-appointment at the 33^rd Annual General Meeting. A resolution seeking shareholders approval for his re-appointment forms part of the Notice.

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

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31,2023 were: Mr. Mahesh N. Pujara, Managing Director, Mr. Mitesh M. Pujara, Whole-time Director, Mr. Nitesh Jain, Chief Financial Officer and Ms. Shilpa Katare, Company Secretary and Compliance Officer. Mr. Maulesh Popat have been appointed as Chief Financial Officer with effect from 9^th August 2023.

BOARD MEETINGS

During the year 2022-23, 5 (Five) meetings of the Board of Directors were held. Details about the Board meetings are given in report on Corporate Governance which forms part of this Annual Report.

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

BOARD COMMITTEES

The Board currently has 6 (Six) committees, namely, Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee, Asset and Liability Management Committee and IT Strategy Committee.

Details of the Committees including the charter, composition and meetings held during the year, are provided in the Corporate Governance Report which forms part of this Annual Report.

BOARD EVALUATION

The Board of Directors have carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

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

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

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

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

POLICIES ON APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION

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

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

CORPORATE SOCIAL RESPONSIBILITY

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

CORPORATE GOVERNANCE

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

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as required under Regulation 34 read with Schedule V of SEBI Listing Regulations forms part of this Annual Report.

STATUTORY AUDITOR

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

STATUTORY AUDITORS REPORT

The Auditors Report on the financial statements for the financial year ended March 31, 2023 as received from M/s. H K Shah & Co., the Statutory Auditor is issued with unmodified opinion and does not contain any qualifications, reservations or adverse remarks.

FRAUD REPORTING

During the year under review, no instances of fraud were reported by the Statutory Auditor of the Company.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. D. A. Kamat & Co., Practicing Company Secretaries, to conduct Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR-3 for the financial year ended March 31, 2023 is enclosed as Annexure I to this report. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in the report.

SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India. INSPECTION BY NATIONAL HOUSING BANK (NHB)

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

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION

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

During the year under review, none of the employees were in receipt of remuneration of Rs.102 lakhs or more per annum or Rs.8.50 lakhs or more per month. Accordingly, the information regarding employee remuneration as required pursuant to Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company.

RISK MANAGEMENT

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

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

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

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

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

CREDIT RATINGS

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

The Company has taken Rs. 8,750.00 thousand loan from directors during financial year 2022-23 (Rs.8270 thousand for F.Y 2021-22) at 13% Per Annum Interest Rate. The loan is payable on demand as per availability of funds. The said amount has been utilized for repayment of borrowings to Bank and FIs. At the end of reporting period Interest and Principal outstanding is Rs. 9.28 thousand and Rs. 1349.44 thousand respectively.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

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

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

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

As regards investment made by the Company, the details of the same are provided under Note no. 4 & 5 forming part of Financial Statements of the Company for the year ended March 31, 2023

CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

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

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS:

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

CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

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

a) Conservation of Energy

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

b) Technology Absorption

Your Company being a Housing Finance Company, its activities do not require adoption of any significant technology. However, the Company has implemented various information technology tools to efficiently monitor its operations.

c) Foreign Exchange

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

ANNUAL RETURN

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

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

The Company has in place a Policy on Prevention against Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has not received any complaint under this policy during the financial year 2022-23.

CAUTIONARY STATEMENT

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

APPRECIATION AND ACKNOWLEDGEMENT

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

On behalf of the Board of Directors

Mahesh N. Pujara Managing Director

Place: Mumbai

Dated: September 4, 2023