Can Fin Homes Ltd

REPORT OF DIRECTORS

The Board of Directors have pleasure in presenting the 37^th Annual Report together with Balance sheet as on March 31, 2024 and Statement Profit and Loss for the financial year ended March 31,2024.

1. FINANCIAL RESULTS

The financial performance for the FY 2023-24 is summarised here below:

Note: (i) Figures of Previous Year have been rearranged/ regrouped wherever necessary while preparing the statements as per IND-AS requirements.

(ii) The interim dividend of Rs.2.00 per equity share of face value of Rs.2/- each paid by the Company during January 2024 has been accounted.

(iii) The proposed dividend of Rs.4.00 per equity share is not recognised as liability in the annual accounts as at March 31,2024 (in compliance with IND AS 10 events occurring after the Balance sheet date). The same will be considered as liability on approval of shareholders at the 37^th Annual General Meeting (AGM).

2. SHAREHOLDERS' WEALTH

* For the FY 2023-24 the proposed final dividend of Rs.4 per equity share is subject to approval of shareholders at the 37^th Annual General Meeting.

3. BUSINESS PERFORMANCE HIGHLIGHTS

During the FY 2023-24, Can Fin Homes Limited has performed well in sanctions and disbursements. The Loan book surpassed Rs.34,999 Crore from Rs.31,563 Crore However, NPA has increased from 0.55% to 0.82% as compared to Previous Year

a) Sanctions: The Company has sanctioned Rs.8,783 Crore in FY 2023- 24 as against Rs.9,307 Crore during the previous year. Since inception, the cumulative loan sanctions of your Company stood at Rs.75,588 Crore at the end of the FY 2023-24. Average ticket size of incremental housing loans and non-housing loans were Rs.25 Lakh and Rs.8 Lakh, respectively.

b) Disbursements: Disbursements during the year amounted to Rs.8,177 Crore as against Rs.8,947 Crore during FY 2022-23. The cumulative loan disbursements from inception to the end of the FY 2023-24 was Rs.68,983 Crore.

c) Loans outstanding (Loan Book): The total loan book as at March 31,2024 was Rs.34,999 Crore, recording a growth of around 11% over last year (previous year Rs.31,563 Crore). At a portfolio level, housing loans constitute 79%, non-housing loans comprised 21%.

d) Non-Performing Asset (NPA): The Gross NPA of your Company as at March 31, 2024 was Rs.285.98 Crore (previous year Rs.173.85 Crore). The net NPA as at March 31, 2024 was Rs.146.80 Crore (previous year Rs.82.95 Crore). The gross NPA percentage as at March 31, 2023 stood at 0.82% compared to 0.55% as at March 31,2023.

e) Profits: Your Directors are happy to inform that during the year under review, your Company recorded an Operating Profit of Rs.1036.34 Crore (previous year Rs.865.79 Crore), Profit Before Tax (PBT) of Rs.957.53 Crore (previous year Rs.824.03 Crore) and Profit After Tax (PAT) of Rs.750.70 Crore (previous year Rs.621.21 Crore). During the year Company has made provisions for standard assets amounting to Rs.29.91 Crore (including management overlay amounting to Rs.17.28 crore). Provision for standard assets was Rs.40.71 Crore during the previous year.

Provision was made for Non-performing assets amounting to Rs.48.27 Crore (previous year Rs.1.03 Crore). Provisions for Tax Expenses (including Deferred Tax) amounting to Rs.206.83 Crore (previous year Rs.202.82 Crore) was made.

f) Reserves: For reserves during the year, please refer 'Statement of changes in equity' for the period ended March 31,2024 in the Notes forming part of Financial Statements.

g) Dividend: Your Company has a consistent track record of dividend payments. While recommending the dividend, your directors have considered applicable NHB and RBI guidelines, Long term growth plans of the Company, minimum capital requirements and net NPA ratio, etc. Your directors, after giving due consideration to Capital Adequacy requirements, deferred tax liability, its impact on financial markets, the resultant impact on the Company and the Dividend Distribution Policy, have recommended a final dividend of Rs.4/- per equity share (200%), for the financial year ended March 31, 2024, subject to the approval of the Shareholders at the ensuing AGM of the Company. The Board of Directors at their meeting held on December 20, 2023 had declared and paid the Interim dividend of Rs.2 per share (100%), for equity share of face value of Rs.2/- each. The total amount of dividend (Interim and Final) recommended for payment/paid for the year under review is Rs.79.90 Crore. As per section 194 of Income Tax Act, the Company is required to deduct Tax at Source (TDS) @ 10% on dividend payment if the aggregate dividend amount exceeds Rs.5,000/-. However, no TDS shall be deducted for dividend payment to any Insurance Company and Mutual Funds specified u/s 10(23D) of Income Tax Act. Moreover, as per section 195 of the Act, TDS is required to be deducted @ 20% plus surcharge on payment of Dividend to Non-Residents. The Dividend Distribution Policy as required under Regulation 43A of SEBI (LODR) Regulations, 2015, is available on the website of the Company (at https://www.canfinhomes.com/policiescodesdoc/ Dividend-Distribution%20Policy.pdf.

4. EXPANSION OF BRANCH NETWORK

The network of branches was expanded prudently after due identification of potential locations.

The Company opened fourteen new branches during FY 2023- 24. As at the end of FY 2023-24, the branch network tally stood at 219, spread across 21 States comprising 207 Branches and 12 Satellite Offices.

5. TECHNOLOGY INITIATIVES

Your Company has taken various Digitalization initiatives, which has enabled your Company to connect and engage with Customers for business and collections.

All the branches and the Registered Office are connected through a core-banking platform (Integrated Business Suite) with Cloud compute services. The Company has implemented Multiprotocol Label Switching (MPLS) links for a higher bandwidth, security and dedicated uptime.

In order to improve operational efficiency, your Company has implemented Central Know Your Customer (CKYC) software, Perfios and web-based Application software for Inspection & Audit. The website of your Company is interactive and user friendly. Further, your Company website is getting revamped with more Business- driven capabilities.

Your Company has digital meetings platform for Board and Committee meetings which is paperless, secure, efficient and cost effective. Further, the Company has also a platform for maintaining Structured Digital Database (SDD) for recording movement of Unpublished Price Sensitive Information (UPSI).

Your Company is utilizing the Video Conferencing facility for Board meetings, review meetings with branches, clusters and interviews for recruitments, etc.

Thrust on cyber security was given and security awareness was spread amongst the employees regularly. Information on do's and don'ts to safeguard the information assets of the Company is being communicated to the employees regularly.

Your Company is in the process of upgradation of existing Core Business Solution, aiming at improved efficiencies and increased revenue.

6. CUSTOMER-FRIENDLY INITIATIVES

Adhering to its motto of 'Friendship Finance', the practices followed by the Company are transparent, fair and impartial for the clients, customers, borrowers in all branches across the country.

Details of the Company's loan and deposit products, schemes, charges and other information are provided on the website of the Company.

In consonance with the Master Direction - Non-Banking Financial Company - Housing Finance Company (Reserve Bank) Directions, 2021 (RBI Master Directions), the Fair Practices Code (FPC) and Most Important Terms and Conditions (MITC) are regularly updated and uploaded on the Company's website for the ready reference of our customers.

a) Refinance from National Housing Bank (NHB)

During the year under review, your company has not received any fresh sanction from NHB, under the refinance scheme.

b) Borrowings from Bank

During the year, borrowings were diversified through a combination of short-term and long-term loans considering the asset liability management position and to minimize the overall cost of funds. To diversify risks within banks, the Company had exposure from Private and Public Sector Banks. The aggregate bank borrowings (term loans plus overdraft) as at the end of the financial year stood at Rs.18,948.55 Crores; the overall borrowings are within regulatory ceiling of 12 times of the Net Owned Funds.

The overall cost of borrowings from banks was 7.94% p.a. as at March 31, 2024. During the year, the long term 'rating' of the Company for Long term loans was upgraded from [ICRA] AA+ to [ICRA]AAA (Stable) by ICRA Limited and CARE AAA' (Stable) reaffirmed by CARE Limited, signifying highest degree of safety regarding timely servicing of financial obligations.

(i) Secured Non-Convertible Debentures (NCD)

The Company raised NCDs amounting to Rs.1,000 Crores (previous year Rs.2,236 Crores). The debentures were secured by way of floating charge on the assets i.e., loan receivables specifically earmarked for the purpose, in favour of the Debenture Trustees. The investors to the NCDs are majorly insurance companies, public sector Banks, corporates, PF trusts, mutual funds and other investors of repute, indicating their safety perception of your Company's fundamentals and prospects. The tenure of the outstanding NCDs ranges from 36 months to 39 months. The interest on these debentures was serviced regularly during the year under review. The outstanding borrowings by way of Secured NCDs as at March 31,2024 was Rs.5,371 Crores (previous year Rs.4,896 Crores). The average cost of NCDs was 7.42% p.a. The NCDs issued during the year under review were rated, CARE AAA' (Stable) by CARE Limited and '[ICRA] AAA(Stable)' by ICRA Limited, signifying highest degree of safety regarding timely servicing of financial obligations and very low credit risk. These NCDs were listed on the Wholesale Debt Market (WDM) segment of the National Stock Exchange of India Limited.

Your Company plans to raise NCDs up to a maximum of Rs.4,000 Crores from the date of ensuing Annual General Meeting (AGM) up to the conclusion of the next AGM, subject to the approval of members. However, NCDs will be raised subject to cost benefit, asset liability management requirements, compliance with the regulatory guidelines, etc., in this regard.

(ii) Unsecured Non-Convertible Debentures (UNCD)

During FY 2014-15, your Company had issued '8.94% Unsecured Non-Convertible Debentures' in the nature of Tier II Bonds aggregating Rs.100 Crore for a tenure of 10 years. These debentures are subordinated to present and future senior indebtedness of the Company and qualify as Tier II Capital under the RBI Master Directions, 2021 [erstwhile National Housing Bank (NHB) guidelines for assessing Capital Adequacy Requirements]. These Tier II Bonds were rated, Ind AA+/Stable' by India Rating & Research. Your Company has serviced the interest on the above UNCDs on the due date.

The Company is in compliance with the provisions of the RBI Master Directions, 2021 [erstwhile Housing Finance Companies issuance of Non-convertible Debentures on private placement basis (NHB) Directions, 2014] and has been regular in payment of principal and/or interest on the NCDs and UNCDs. Details of borrowings are provided in the notes to accounts.

The Company affirms that there has been no deviation or variation in the utilisation of proceeds of NCDs/UNCDs from the objects stated in the respective offer documents or explanatory statement to the notice for the general meeting, as applicable. During the year there were no public issues.

The Company confirms that the nonconvertible debentures which became due for redemption, have been paid in full and there are no unclaimed or unpaid NCDs/UNCDs as on March 31,2024.

d) Commercial Paper

Your Company mobilises funds through Commercial Paper (CP) for leveraging cost of borrowing to the extent of undrawn Bank limits. The outstanding at the end of FY 2023-24 was Rs.2,150 Crores (previous year Rs.1,350 Crores). The effective cost of funds raised through CP during the year was 7.15% p.a. The CP issued by your Company was rated at the maximum [ICRA] A1+ by ICRA Ltd., and CARE A1+' by CARE Limited. Instruments with this rating are considered to have highest degree of safety regarding timely payment of financial obligations.

The Company affirms that there has been no deviation or variation in the utilisation of proceeds of Commercial Papers, from the objects stated in the respective offer documents.

e) Deposits

During the year your Company accepted new deposits amounting to Rs.188.92 Crore (Previous year Rs.201.69 Crore). The outstanding balance of deposits (including interest accrued, but not due) a s a t Ma rch 31 , 2024 was Rs.232 Crore (previous year Rs.435 Crore). The rate of interest on public deposits ranged from 6.5% p.a. to 7.75% p.a. while the overall cost (average) of deposits was 7.13% p.a. as at March 31,2024.

As at March 31, 2024, a sum of Rs.14.21 Crore relating to 698 accounts of public deposits (H 11.94 Crore as at March 31, 2023 relating to 724 accounts) remained unclaimed/overdue. Of this amount, a sum of Rs.4.06 Crore relating to 102 accounts (previous year Rs.4.92 Crore relating to 155 accounts as on May 31,2023) were claimed and renewed/settled up to April 30, 2024. Depositors were intimated regarding the maturity of deposits, with a request to either renew or claim their deposits. Where the deposit remains unclaimed, reminder letters/ SMS are sent to depositors periodically and follow up action is initiated through the concerned branch. Your Company has not defaulted in repayment of deposits or interest during the year. The Company has complied with the requirements under Chapter V of the Companies Act, 2013 to the extent applicable'.

During the year, the deposit schemes of your Company have been rated 'ICRA AAA+' Stable, by ICRA Ltd., indicating 'highest credit-quality' and that the rated deposit programme carried the lowest credit risk. Your Company, being a Housing Finance Company registered with National Housing Bank (NHB), has complied with the Directions/Guidelines issued by the NHB and RBI with regard to deposit acceptance and renewal. Your Company is exempted from the applicability of the Companies (Acceptance of Deposits) Rules 2014.

As per the regulatory requirement vide the communication bearing reference, RBI/2023-24/14 DOR.SFG.REC.10/30.01.021/2023-24 dated April 11, 2023, the Company has formulated the Green Deposits Policy.

f) Mortgage-backed securities

Your Company did not opt for securitisation during the year under review. There were no securitised assets outstanding as at March 31,2024

Compliance with Directions/ Guidelines of National Housing Bank (NHB) and other statutes

Your Company has complied with the Master Direction

- Non-Banking Financial Company - Housing Finance Company (Reserve Bank) Directions, 2021, which has been effective from February 17, 2021. Your Company has adhered to all the guidelines and circulars issued by RBI on asset classification of credit/ investments, credit rating, acceptance of deposits, Fair Practices Code (FPC), Most Important Terms and Conditions (MITC), Customer Complaints Redressal Mechanism, Know Your Customer (KYC), Anti-Money Laundering (AML) Guidelines, Asset Liability Management, Capital Adequacy Ratio (CAR) norms, Information Technology frameworks, CERSAI, Implementation of Indian Accounting Standards (Ind AS), Appointment of Statutory Auditors, Guidelines on Reporting and Monitoring of Frauds in Housing Finance Companies and all other related instructions, guidelines and circulars issued by the RBI in letter and spirit with an explicit notification on the website of your Company, to the extent applicable.

Further, Your Company is adhering to all the instructions, guidelines and circulars issued during the year by RBI on various matters such as Master Direction on outsourcing of information technology services, Reset of Floating Interest Rate on Equated Monthly Instalments (EMI) based Personal Loans, Fair Lending Practice - Penal Charges in Loan Accounts, Responsible Lending Conduct

- Release of Movable / Immovable Property Documents on Repayment/ Settlement of Personal Loans, Master Direction on Information Technology Governance, Risk, Controls and Assurance Practices, Early Warning Signals framework in HFCs, Display of information - Secured assets possessed under the SARFAESI Act, 2002 , to the extent applicable.

Your Company has complied with other related statutory Guidelines/Directions/Policies as applicable to the Company from time to time. Compliance of all Regulatory directions/ guidelines of NHB/RBI, other statutes are periodically reviewed by the Audit Committee and the Board.

Your Company has complied with Indian Accounting Standards (Ind AS) as notified under the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standard) Amendment Rules, 2016 as applicable read with Section 133 of the Companies Act, 2013 and guidelines issued by National Housing Bank.

IRDA Compliance

The Company is registered with Insurance Regulatory and Development Authority of India (IRDAI) for carrying on the Insurance Agency Business and has complied with the applicable requirements under Insurance Regulatory and Development Act, 1999 and IRDAI (Registration of Corporate Agent) Regulations 2015, as amended from time to time. Being an insurance intermediary, Company is maintaining all the required information as per IRDAI rules. The Company has in place, an appropriate policy on maintenance of records and destruction of old records as required under IRDA Guidelines.

Other Compliances

RBI vide it's Circular No. RBI/2022-23/34 DOR.CRE. REC.28/21.04.048/2022-23 dated April 21, 2022 has inserted para "103A. Legal Entity Identifier for Borrowers" under "Chapter XIV of RBI Master Directions, 2021. As per the said para it was advised that non-individual borrowers enjoying aggregate exposure of Rs.5 crore and above from banks and financial institutions (FIs) shall be required to obtain LEI codes as per the prescribed timeline. The Company, had already obtained on April 04, 2018, the Legal Entity Identifier No.335800EJ9Y3XDP5ZDH81 under the erstwhile RBI/2017- 18/82-DBR.No.BP.92/21.04. 048/2017- 18 dated November 02, 2017 as advised by NHB. The same has been renewed for the year 2024-25.

As required under Section 215 of the Insolvency and Bankruptcy Code, 2016, the Company has registered itself with National e-governance Services Limited (NeSL) authorized by IBBI and obtained registration No.9160743937431514312. Further, the Company has executed an agreement with NeSL on February 28, 2019 and the request by our creditors are being authenticated on NeSL on regular basis.

The Company has registered on TReDS Platform through Receivables Exchange of India Limited (RXIL) vide registration No.CA0000876. The Company is paying the annual fee for maintenance of the said registration.

(i) Common and simplified norms for processing investor's service request by RTAs

In continuation of its earlier circulars dated November 03, 2021 and December 12, 2021 to put in place a framework for 'Common and simplified norms for processing investor's service request by RTAs and norms for furnishing PAN, KYC details and Nomination' by holders of physical securities, which came into effect from March 31, 2022, the SEBI has issued a circular SEBI/HO/MIRSD/MIRSD- PoD-1/P/ CIR /2023/37 dated March 16, 2023 for Common and simplified norms for processing investor's service requests by RTAs with the norms for furnishing PAN, KYC details and Nomination. It was advised to intimate once again directly the Shareholders, about folios which are incomplete with respect to PAN, KYC details and Nomination.

Your Company had sent letters to all shareholders holding shares in physical form and requested to furnish/update their valid PAN (PAN linked to Aadhar). Further, linking of PAN with Aadhaar has been made mandatory for all investors w.e.f. June 30, 2023. Now the above said circular is rescinded and made part of the "Master Circular for Registrars to an Issue and Share Transfer Agents" dated May 17, 2023.

Further, the shareholders were also requested to furnish/ update their KYC details, Nomination details, Bank account particulars, specimen signature and contact details to the RTA at the earliest.

(ii) Online Dispute Resolution Portal

SEBI vide its Circular SEBI/HO/OIAE/OIAE_IAD-1/P/ CIR/2023/131 dated July 31, 2023, has established a common Online Dispute Resolution Portal ("ODR Portal") under aegis of Stock Exchanges and Depositories (collectively referred to as Market Infrastructure Institutions(MIIs) which harnesses online conciliation and online arbitration for resolution of disputes arising in the Indian Securities Market. As per this circular, listed entities were advised to display a link to the ODR Portal on the home page of their website. Accordingly, our company has displayed the link to the said portal on the home page of the website www.canfinhomes.com

This circular allows disputes between investors and listed companies/regulatory entities to be resolved through online conciliation and arbitration. Additionally, corporate clients can opt for either SEBI's ODR Portal (Online Dispute Resolution Portal) or independent institutional mediation for resolution of disputes.

Vide circular SEBI/HO/OIAE/OIAE_IAD-3/P/ CIR/2023/191 dated December 20, 2023 SEBI has amended the above said circular dated July 31,2023 and specified few additional clauses. Additional Clauses are related to the procedure of online arbitration/ conciliation, Arbitration fees etc.

(iii) Online processing of investor service requests and complaints by RTAs

SEBI vide its circular SEBI/HO/MIRSD/MIRSD- PoD-1 /P/CIR/ 2023 /72 dated June 08, 2023 has proposed to digitize the processing of investor service requests by RTAs. The circular proposes to digitize the processing of investor service requests and complaints. RTAs servicing listed companies must establish a functional website and set up a user-friendly online mechanism or portal.

Accordingly our RTA M/s. Canbank Computer Services Limited has launched a functional website in this regard. This online system generates a unique reference number (URN) for each request and enables investors to track the progress of their requests through the website/portal.

(iv) Circular No. SEBI /HO/MIRSD/MIRSD_RTAMB/P/ CIR/2022/65 dated May 18, 2023 issued simplification of procedure and standardization of formats of documents for transmission of securities.

(v) SEBI/HO/DDHS/DDHS-RAC-1 /P/CIR/2023/1 76 dated 08/11/2023 issued procedural framework for dealing with unclaimed amounts lying with entities having listed non-convertible securities and manner of claiming such amounts by investors

(vi) SEBI/HO/OIAE/OIAE_IAD-1 /P/CIR/2023/0000000163 dated 03/10/2023 introduced a centralized mechanism for reporting and verifying the demise of an investor through the KYC Registration Agency (KRAs) to smoothen the transmission process in the securities market.

The Company has also complied with other SEBI circulars issued during the year on GST, NCDs, CPs, ISINs, etc., to the extent applicable.

9. COMPLIANCE UNDER THE COMPANIES ACT, 2013

Your Company has complied with the requirements of the applicable provisions of the Companies Act, 2013 and related Rules during the FY 2023-24. As per the requirements under Section 92(3) of the Act and Rules framed thereunder, the extract of the Annual Return for FY 2023-24 is uploaded on the website of the Company and the same is available at 'Events' Page. The link for the same is https://canfinhomes.com/admin/UploadedFiles/ Investors/09df1 5dbe93e41019d8b5bd659932a25. pdf For more details regarding Compliances, please refer the Secretarial Audit Report enclosed to this Report as Annexure-1.

Significant and material orders

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company's operations in future. The details of penalty levied by the Regulator NHB/RBI are provided in the Report on corporate governance.

There are no material changes and commitments affecting the financial position of the Company which have occurred after March 31, 2024 till the date of this report.

CSR activity:

The details of the activities undertaken by the Company as required under the provisions of the Companies Act, 2013 and related rules are provided in detail in Para 24 infra.

The information relating to the particulars on spending in terms of the Corporate Social Responsibility Policy and reasons for not spending/carrying forward the balance amount, if any, during the current year are disclosed in Annexure - 2 to the Report of Directors, forming part of this Annual Report.

The Company has given importance to promoting education including special education for tribal students, Construction of class room blocks for Government schools, construction of girls Hostel, providing Stationeries and furniture's to Government schools, setting up of Mini Science Labs (TINKER Labs), Vocational training, Skill enhancement programmes, renovation of Anganawadis, Scholarships for under privileged, support for girl child education, providing sanitation and drinking water facility. The Company also contributed to Health care by providing medical equipment and machineries, supported old age homes, orphanages and residential homes for differently abled people, animal welfare by construction of shelters, donated veterinary equipment and machineries to carryout rescue, treatment and rehabilitation to injured animals, renewable energy sources by setting up solar power capacity at government schools and Solar

Lighting systems to various villages, Conservation of Natural resources by Installing RO water purification, welfare measures, women empowerment and sports.

In FY 24, the Company funded 170 CSR projects. The CSR expenditure amounted to Rs.13.91 crore, covering 1,17,150 beneficiaries.

The activities undertaken by the Company under CSR is Pan India basis and the projects are executed by Registered Office and our branches in those areas. The total amount/ budget under CSR for the FY 2023-24 was Rs.1384.44 lakhs. The total amount spent during the FY 2023-24 was Rs.723.56 lakhs. The balance undisbursed amount of Rs.668.42 lakhs which is already sanctioned in the FY 2023-24, has been transferred to unspent CSR Account as per provisions of Companies Act, 2013 and will be disbursed as per the progress of the work.

10. CAPITAL ADEQUACY

The Capital Adequacy Ratio (CAR) of your Company as at March 31, 2024 stood at 24.48% (previous year 23.07%) as against the benchmark of 15% prescribed by the RBI Master Directions, 2021.

11. DEPRECIATION

Depreciation was calculated on the written down value method based on useful life, in the manner prescribed in Schedule II to the Companies Act, 2013.

12. DEFERRED TAX ASSET (DTA)

During the year, deferred tax asset (net) of Rs.17.14 Crore (previous year Rs.0.50 Crore) was considered in the Statement of Profit & Loss, on account of various components of asset and liabilities. The DTA outstanding as at March 31, 2024 was Rs.65.86 Crore (previous year Rs.48.43 Crore).

13. RECOVERY ACTION UNDER SECURITISATION & RECONSTRUCTION OF FINANCIAL ASSETS AND ENFORCEMENT OF SECURITY INTEREST ACT, 2002 (SARFAESI ACT)

During the year, your Company initiated action against 1624 defaulting borrowers under the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest ("SARFAESI") Act, 2002 and recovered Rs.84.04 Crore (previous year Rs.54.62 Crore) from borrowers. Out of the above amount, Rs.36.19 Crore (previous year Rs.16.27 Crore) was recovered by way of sale of assets under SARFAESI. Apart from this, Rs.1.92 Crore was recovered in Written-off accounts (Previous year Rs.0.90 Crore).

14. LISTING OF SECURITIES:

The equity shares of the Company continued to be listed on the BSE Limited (BSE), Mumbai, and the National Stock Exchange of India Ltd. (NSE), Mumbai. The NCDs/ UNCDs issued on private placement are listed on National Stock Exchange of India Ltd.

As per SEBI Master Circular on 'Issue and listing of Nonconvertible Securities, Securitised Debt Instruments, Security Receipts, Municipal Debt Securities and Commercial Paper' issued vide SEBI Circular No. SEBI/ HO/DDHS/PoD1/P/CIR/2023/119 dated August 10, 2021 (updated as on July 07,2023) the Company has listed its Commercial Papers (CPs) on BSE Limited (BSE).

15. CODE OF CONDUCT:

The Company has laid down a Code of Conduct for Prevention of Insider Trading, in accordance with the requirements under the Securities and Exchange Board of India (Prevention of Insider Trading) Regulations, 2015 and Companies Act, 2013, with a view to regulate trading in Securities of the Company by its directors, designated persons and employees. The same is made available on the website of the Company. For related link, please refer Annexure-5.

16. HUMAN RESOURCES DEVELOPMENT

Employees form the backbone of the Company. Their knowledge, dedication, aptitude, skills are of primary importance. The Company therefore ensures that the employees are fully equipped to discharge their duties effectively and efficiently and provide the necessary support in this direction by organizing training programmes, orientation sessions, imparting on the job training, enabling them to take part in seminars/ webinars etc. conducted by Regulatory authorities and reputed institutions.

During the year, training in Human Rights, HR Policies, KYC/AML/PMLA, Grievance Redressal Mechanism, Customer Service, IT & Cyber Security, Credit, Accounts, Legal, POSH, EWS, Regulatory Compliance, Internal Control, Collection & SARFAESI, Direct Marketing, RBIA-Observation & Compliance, Preventive Vigilance and Fraud Management, Legal & Technical Appraisal, CIBIL, Audit- Ethic & Reporting, Discipline Management, Transformational Leadership, Risk Management, about company and culture, code of conduct for DSA/DMA, Financial Wellness Workshop, ESG-Familiarization programme for Independent Directors, Health talk regarding Cardiology, Launch of walkathon, FPC, ESG and other topics of importance was imparted to employees and executives.

The Company has also in place "Equal Opportunity Policy" as per Section 21(1) of Rights of the Persons with Disabilities Act, 2018.

Statement containing details of employees as required in terms of Section 197 of the Act read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the disclosures with respect to the remuneration of Directors, Key Managerial Personnel and employees of the Company have been provided in Annexure - 7 to this Board's Report.

17. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE.

In accordance with the Act and the rules made thereunder the Company has adopted and implemented a Policy on 'Prevention of Sexual Harassment of Women at Workplace'. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"). During FY 2023-24 no cases of sexual harassment were reported.

18. TRANSFER OF UNCLAIMED AND UNPAID DIVIDEND/ DEPOSIT AMOUNTS TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In terms of section 124 and 125 of the Companies Act, 2013, the amounts (dividend, deposits etc., with interest) that remained unclaimed and unpaid for more than 7 years from the date they first became due for payment, should be transferred to IEPF. As an investor- friendly measure, your Company has been intimating the respective shareholders / depositors/investors to encash their dividend warrant/renew matured deposits or lodge their claim for payment of dues, if any, from time to time and the claims made were settled. As per the statutory requirements, the details of such amounts are made available on the website of MCA-IEPF as well as on the Company's website. In order to pay dividend amounts online, the members/investors are requested to get their shares converted from physical to DEMAT mode, register their bank account particulars and/or opt for ECS facility.

Unclaimed dividends

As at March 31, 2024, dividends aggregating to Rs.1.93 Crore (Previous year Rs.1.98 Crore) relating to dividends declared for the years FY 2016-17 to FY 2022-23 (of which Rs.0.29 Crore related to Interim & Final dividend for the year 2023), had not been claimed by members. As an investor friendly measure, your Company has intimated members to lodge their claims and related particulars with the Company/ RTA. The dividend pertaining to 2015-16, which remained unclaimed/unpaid amounting to Rs.0.26 Crore (in respect of 2023 shareholders), was transferred to IEPF on August 26, 2023, after settlement of claims by members received in response to the individual reminder letters sent by your Company to the respective members. The dividend pertaining to 2016-17 remaining unclaimed and unpaid, amounting to Rs.0.28 Crore (in respect of 2221 shareholders) as at March 31, 2024, would be transferred to IEPF during August 2024 after settlement of the claims, if any, received. The Company takes various initiatives to reduce the quantum of unclaimed dividend and has been periodically intimating the concerned members, requesting them to encash their dividend before it becomes due for transfer to the IEPF.

a) Transfer of shares to IEPF Demat account

Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and refund) Amendment Rules, 2017 was notified by the Ministry of Corporate Affairs (MCA) on October 13, 2017. As per Rule 6 of the said Rules, the shares, in respect of which dividend amounts have not been paid or claimed for 7 consecutive years, are required to be transferred to 'IEPF demat Account' of IEPF Authority. On verification of records of unpaid/unclaimed dividend, during FY 2023-24, 43 shareholders had not claimed dividend for consecutive 7 years and their shares 46,750 Nos. have been transferred to IEPF demat account within the prescribed period i.e. on 13/09/2023. The details of such transfer are provided on the website of the Company. For more details, please refer 'General Information to shareholders' in this report.

The status of shares transferred to IEPF as at March 31,2024, is detailed as under:

In terms of the above Rules, reminder letters were sent by the Company to all the shareholders who had not claimed their dividends for a consecutive period of 7 years, informing that their shares will be transferred to IEPF suspense account on the due date i.e., September 2, 2024, if they do not place their claim for unclaimed dividend amounts to the Company. Your Company has provided the related details on its website (Investors page).

b) Unclaimed deposits

Deposits remaining unclaimed for a period of seven years from the date they became due for payment, have to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government. The concerned depositor can claim the deposit from the IEPF. As required under Section 125 of the Companies Act, 2013, the unclaimed and unpaid deposits together with interest for the year 2016-17 amounting to Rs.0.18 Crore (previous year Rs.0.25 Crore) that remained unclaimed and unpaid for a period of 7 years were transferred to IEPF during the year under review.

19. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND EXPENDITURE

During the year, your Company did not earn any income or incur any expenditure in foreign currency/exchange other than payment of final Dividend 2023 and interim Dividend 2024 to NRIs on repatriation basis to an extent of Rs.0.20 Crore through authorised dealers.

Since your Company is a Housing Finance Company and does not carry-out any manufacturing activity, the requirement relating to providing the particulars relating to conservation of energy and technology absorption as per Sec 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules 2014, are not applicable.

Given the nature of business, the Company does not use energy intensively. The Company takes measures towards optimum energy utilisation and conservation, as its responsibility towards the Society by installation and use of Solar Power systems, Solar UPS and power saving lamps like LED lights instead of conventional CFL & Fluorescent lamps in some of its branches.

As a part of Save Green efforts and leverage of technology, a lot of paper work at branches and the Registered Office has been reduced (also refer para 5)

As a green initiative, the Company has started availing the services of 'Dess Digital Software' for sharing the soft copies of agenda papers pertaining to all the Board and Committee meetings, with the Directors and executives. The other steps include;

• Disposal of E-waste done through the certified e-waste vendor.

• Minimised use of packaged drinking water to minimize single use of plastics.

• Reduced exterior lighting including front lights, Glow sign Boards, etc.

• Old Fluorescent Tubes (FT) & Compact Fluorescent Lamp (CFL) are replaced with LED.

• Old Air Conditioners are being replaced with power saving ones.

• Old Desktops have been replaced with Allin-one systems.

• Proper earthing done, to avoid wastage of power

• Introduced proactive approach for replacing old electrical items considering life cycle to reduce the energy consumption.

• Wet and dry wastes are segregated before disposal.

• Increased use of mail communication over sending printed materials through speed post/couriers.

• Increased use of video conferencing over transportation to reduce carbon footprints.

20. DIRECTORS & KEY MANAGERIAL PERSONNEL APPOINTMENTS / RE- APPOINTMENTS:

The Board of Directors made the following appointments/ re-appointments based on the recommendations of the Nomination Remuneration & HR Committee on fit and proper criteria and performance evaluation of the Directors:

1) Shri K Satyanarayana Raju, Managing Director and CEO of Canara Bank was appointed as a Director (Non-executive Promoter) on the Board of the Company w.e.f. April 26, 2023 for a tenure up to the date of his superannuation i.e., December 31,2025.

2) Shri Murali Ramaswami was appointed as a Director (Non-executive Independent) by the Board of Directors of the Company on June 19, 2023.

3) Shri Ajay Kumar Singh has been appointed as an additional director and Deputy Managing Director by the Board on June 19, 2023 and resigned with effect from April 29,2024.

4) Shri Vikram Saha has been appointed as an Additional Director and Deputy Managing Director by the Board on April 29, 2024.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Shri K Satyanarayana Raju is liable to retire by rotation at the ensuing AGM and is eligible for reappointment. The agenda relating to re-appointment of Shri K Satyanarayana Raju (Non-Executive Promoter Director) and re-appointment of Shri Ajai Kumar (Non-Executive Independent) are included in the Notice of the ensuing Annual General Meeting and complete particulars of the Directors are provided in the Explanatory Statements forming part of the said Notice.

The directors had filed their consent(s) and declaration(s) that they are not disqualified to become directors in terms of the provisions of Companies Act, 2013 and related Rules. The directors have intimated to the Company that they are not holding any shares or taken any loan(s) from the Company.

All the other Directors except for Sri Suresh S Iyer who holds 100 shares, have intimated to the Company that they are neither holding any shares nor taken any loan(s) from the Company.

Brief profile of all the Directors are provided in page Nos. 25 to 28 of this Annual Report.

Key Managerial Personnel:

Shri Nilesh Jain, B Com, LLB, ACMA and ACS was appointed as the Company Secretary and Key Managerial Personnel of the Company w.e.f. September 27, 2023 by the Board of Directors of the Company at its Meeting held on September 27, 2023. The appointment is in terms of the provisions of Section 203 and all other applicable provisions of the Companies Act, 2013 read with the applicable Rules.

Smt. Veena G Kamath, Company Secretary and Key Managerial Personnel resigned on June 16, 2023 and relieved from her services on September 16, 2023 on account of relocation.

Smt. Shamila M, General Manager and Key Managerial Personnel opted for voluntary retirement and was relieved from the services on May 27, 2023.

Resignation/Vacation of Office:

The tenure of office of Shri Ajai Kumar, Non-Executive and Independent Director, will be completed at conclusion of the ensuing Annual General Meeting of the Company and the proposal for his re-appointment is being placed before the members at the ensuing Annual General Meeting.

Smt Shubhalakshmi Aamod Panse, Non-executive and Independent Director, was re-appointed for a period of 3 years in the 36^th Annual General Meeting held on July 19,2023.

Shri Ajay Kumar Singh, Deputy Managing Director was repatriated and transferred back to Canara Bank on April 29, 2024 and in his place Shri Vikram Saha was appointed as Deputy Managing Director and the postal ballot notice for his appointment was approved by the Board on May 18, 2024 and remote e-voting was started at 9.00 AM on May 27, 2024 and will end at 5.00 PM on June 26, 2024.

Shri Amitabh Chatterjee, Deputy Managing Director was repatriated and transferred back to Canara Bank on June 01,2023.

Shri Satish Kumar Kalra, Non-Executive and Independent Director, has resigned on June 06, 2023 on personal grounds.

Retirement by rotation and re-appointment:

In terms of Section 152 and all other applicable provisions of the Companies Act, 2013, and the Articles of Association of the Company, Shri K Satyanarayana Raju, Director (Non-executive and Promoter) retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The agenda relating to re-appointment of Shri K Satyanarayana Raju forms part of the Notice convening the ensuing Annual General Meeting and all other relevant information as per SEBI Regulations are provided in the explanatory statement.

All the appointments and re-appointments of Directors are made by the Board of Directors on the recommendations of the Nomination Remuneration & HR Committee on fit and proper criteria and also based on the performance evaluation of the Directors.

All the appointments and re-appointments mentioned above, which form part of the Notice of the ensuing Annual General Meeting of the Company, are recommended by your Directors to the members for appointment/reappointment/approval.

21. MEETINGS OF THE BOARD

During the Financial year 2023-24, twelve meetings of the Board of Directors were held and the related details, including that of various committees constituted by the Board, are made available in the Report of Directors on Corporate Governance forming part of this Annual

Report placed before the members. Your Company has complied with all the requirements as applicable under Companies Act, 2013 and related rules, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and also the Master Direction -NonBanking Financial Company -Housing Finance Company (Reserve Bank) Directions, 2021, in relation to the Board of Directors and the Committees of the Board.

Committees of the Board:

The Board has constituted seven Committees viz. Audit Committee, Nomination Remuneration & HR Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee, Risk Management Committee, Management Committee and IT Strategy Committee.

A detailed note on the composition of the Board and its Committees and other related particulars are provided in the Report of Directors on corporate governance forming part of this Annual Report.

22. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134(3)(c) of the Companies Act, 2013 and based on the information provided by the management and review of the draft statement by the Audit Committee, the Board of Directors report that

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

b) The Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended on March 31,2024 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 the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts on an ongoing concern basis;

e) Can Fin Homes being a listed Company, 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 and

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.

Declaration by Independent Directors:

The Independent Directors have given declarations to the Company in terms of Section 149(7) and 149(8) of the Companies Act, 2013 and Regulation 25(8) of SEBI (LODR) Regulations, 2015 that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16( 1 )(b) of SEBI (LODR), 2015. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

All the Independent Directors of the Company are persons of integrity, expertise and experience and have obtained certificates from the Institute notified under Section 150(1) of the Act, either by completing the online proficiency self-assessment test or by way of exemptions from taking the tests, since they were Directors for more than 10 years from the date specified.

Code of Conduct:

In terms of Regulation 26(3) of the SEBI (LODR) Regulations, 2015, all the members of the Board and Senior Management Personnel have affirmed compliance with the Code of Conduct of Board of Directors and Senior Management for the FY23-24. As required under Schedule V (D) of the said Regulations, a declaration signed by the Managing Director & Chief Executive Officer of the Company stating that the members of the Board and the Senior Management Personnel have affirmed compliance of their respective Codes of Conduct, is an Annexure to Corporate Governance Report.

23. NOMINATION REMUNERATION AND HR COMMITTEE (NRC) POLICY

Your Company has constituted a 'Nomination Remuneration and HR Committee (NRC)' of the Board in terms of Section 178 of the Act, Regulation 19 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and RBI Master Directions for HFCs, 2021. This Committee identifies persons who are qualified to become Directors of the Company. The appointment, renewal, re-appointment, recategorisation and/or removal of the Directors so identified, including extension or continuation of the term of appointment, will be recommended by the NRC to the Board. This Committee has also laid down the criteria to identify persons who may be appointed to the senior management of the Company. The NRC has formulated the criteria for determining qualifications, positive attributes and independence of a Director, carrying out evaluation of every Director's performance, performance of the Board and that of the Committees. The NRC Policy of the Company covering all the above aspects is made available on the official website of the Company in terms of Section 134(3) of the Companies Act, 2013. The Board has ensured evaluation of performance of the Board, its Committees and of the individual directors through the meeting of independent directors, meeting of the Nomination Remuneration & HR Committee and evaluation by each of the directors independently, for the year ended March 31, 2024.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

The Company has given importance to promoting education including special education for tribal students, Construction of class room blocks for Government schools, construction of girls Hostel, providing Stationeries and furniture's to Government schools, setting up of Mini Science Labs (TINKER Labs), Vocational training, Skill enhancement programmes, renovation of Anganawadis, Scholarships for under privileged, support for girl child education, providing sanitation and drinking water facility. The Company also contributed to Health care by providing medical equipment and machineries, supported old age homes, orphanages and residential homes for differently abled people, animal welfare by construction of shelters, donated veterinary equipment and machineries to carryout rescue, treatment and rehabilitation to injured animals, renewable energy sources by setting up solar power capacity at government schools and Solar Lighting systems to various villages, Conservation of Natural resources by Installing RO water purification, welfare measures, women empowerment and sports.

The activities undertaken by the Company under CSR is Pan India basis and the projects are executed by Registered Office and our branches in those areas. The total amount/ budget under CSR for the FY 2023-24 was Rs.1384.44 lakhs. The total amount spent under the CSR activities FY 2023-24 is Rs.723.56 lakhs. The balance amount of Rs.668.42 lakhs which is already sanctioned in the FY 2023-24 will be transferred to unspent CSR Account as per provisions of Companies Act and will be disbursed as per the progress of the work.

A summary of CSR details as on March 31,2024 is given below:

The Annual Report on CSR activities including brief contents are provided as Annexure 2 to this report.

25. RISK MANAGEMENT POLICY

The Company has a structured Risk Management Framework, designed to identify, assess and mitigate risks appropriately. Your Company has constituted a Risk Management Committee with five Directors, Chief Risk Officer (CRO), Chief Compliance Officer (CCO) and the General Manager of the Company. The Committee is responsible for monitoring and reviewing risk management policy & plan and managing enterprise wide risk. The key risks associated with the business of the company, causes and efficacy of the measures taken to mitigate are monitored by the committee. Details regarding the same are covered in the management discussion and analysis report which forms part of this Annual Report. In terms of Section 134(3)(n) of the Act, your Directors wish to state that your

Company has adhered to the Risk Management Policy. The above policy was reviewed during the year.

26. AUDIT AND INTERNAL CONTROL

Your Company has strengthened the existing internal control systems by introducing measures for minimising operational risks commensurate with the nature of its business and size of operations by reviews at periodical intervals. Further, your Company has reviewed delegation of authorities and streamlined standard operating procedures for all areas of its business, operations, functions, strengthened the Offsite Transaction Monitoring System (OTMS) to track transactions, early-warning signals across all branches by introducing innovative monitoring tools.

The National Housing Bank conducts inspection of your Company on an annual basis. During the year, the NHB conducted regular inspection of your Company between November 15, 2023 to December 01, 2023 for the position as at March 31,2023. The Report has been received and the Company has sent a reply within the prescribed time. The compliance on the observations was reviewed by the Audit Committee and the Board.

Your Company has also put in place a well-defined policy on Risk Based Internal Audit (RBIA) and as per the said policy, 193 branches, Regd. Office and 1 CPC were audited in the FY 2023-24.

During the year, 55 loan accounts pertaining to 10 branches, amounting to Rs.16.46 crore have been declared as fraudulent. Further, during the year, incidences of misappropriation of funds by the officers of the company in 3 branches amounting to Rs.40.21 crores have been declared as fraud. During the time of issue of duplicate share certificates in the past, three individuals have committed fraud on the side of RTA amounting to Rs 0.427 Crores. Altogether during the year aggregate amount of Rs 57.10 crores have been declared as fraud and have been reported to the authorities/ regulators by the statutory auditors and secretarial auditors. The company has taken appropriate remedial actions to avoid future occurrences of fradulent activities by tightening reporting and internal control system.

The Company has classified these accounts as Nonperforming assets and made 100% provision in line with regulatory guidelines. The Audit Committee reviews the audit reports/ remarks/ observations and replies/ compliances including the compliance of KYC norms.

Regular inspection and IS Audit of your Company for review period August 01, 2022 to July 31, 2023 was conducted by Canara Bank between 01/09/2023 to 07/09/2023. The compliance of the observations were reviewed by the Audit Committee and the Board. Management Audit by Canara Bank was conducted during September-2023 for the review period September 01,2022 to July 31,2023.

Reporting of Frauds

Following instances of frauds were reported during the year which required the Statutory Auditors to report to the Audit Committee and / or to the Board as required under Section 143(12) of the Act and the rules made thereunder.

27. SECRETARIAL AUDIT & SECRETARIAL COMPLIANCE

As required under section 204 of the Companies Act, 2013 and Rules thereof, the Board appointed Shri K N Nagesha Rao, Practising Company Secretary (PCS), for conducting the 'Secretarial Audit' of the Company and for submission of the Annual Secretarial Compliance Report for the financial year 2023-24.Accordingly the Secretarial Audit for FY 2023-24 was conducted by Shri K N Nagesha Rao, FCS. The report does not contain any qualification, reservation or adverse remark. The said report also includes the affirmation as per NSE Circular No. NSE/CML/ 2023/09 dated January 25, 2023 and NSE Circular No. NSE/CML/25 dated March 29, 2023 on Standard Operating Process under SEBI (PIT) Regulations, 2015 for ensuring compliance with Structured Digital Database ("SDD"). The Secretarial Audit Report issued by the Practising Company Secretaries is enclosed to the Report of Directors as Annexure-1 in terms of Section 134(3) (f) read with Section 204(1) of the Act.

In addition to the Secretarial Audit Report, Secretarial Compliance Report has also been issued by the PCS as per the SEBI Circular No.CIR/CFD/CMD1 /27/2019 dated February 08, 2019 and NSE Circular No.NSE/ CML/2023/30 dated April 10, 2023. The said report has also been submitted to the Stock Exchanges within the prescribed timeline.

28. SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards i.e., SS-1 and SS-2 issued by the Institute of Company Secretaries of India for meetings and has referred to Secretarial Standards SS-3 for Dividend and SS-4 for Board's Report, for good governance.

29. LOANS, GUARANTEES OR INVESTMENTS:

Since the Company is a NBFC-HFC, 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 investments made by the Company, the details of the same are provided in notes to the financial statements of the Company for the year ended March 31,2024.

30. RELATED PARTY TRANSACTIONS:

The particulars of contracts or arrangements with the 'Related Parties' referred to in sub-section (1) of Section 188 of the Act, are furnished in Note No.44 of the Notes forming part of the financial statements for FY 2023-24, forming a part of the Annual Report. The particulars of Related Party Transactions as required u/s sec 134(3) (h) in the prescribed format (AOC-2) is attached to this Report as Annexure-3.

31. STATUTORY AUDITORS:

The Company's current Statutory Central Auditors M/s. B Srinivasa Rao & Co (Registration No.: 008763S) and M/s. B.K Ramadhyani & Co. LLP, Chartered Accountants (Registration No.: 002878S/S200021) were appointed as Joint Statutory Central Auditors of the Company to hold office for a period of three consecutive years from the conclusion of the 34^th Annual General Meeting up to the conclusion of the 37^th Annual General Meeting to be held for the Financial Year 2023-24. The term of M/s. B Srinivasa Rao & Co and M/s. B K Ramadhyani & Co. LLP, Joint Statutory Auditors would expire on the conclusion of 37^th Annual General Meeting.

Accordingly, the Board of Directors, with the recommendation of the Audit Committee, has finalized and recommended to shareholders for approval, the appointment of M/s. Rao & Emmar, Chartered Accountants (Firm Reg. No. 003084S) and M/s V K Ladha & Associates., Chartered Accountants (Firm Reg. No. 002301C), to act as joint Statutory Central Auditors of the Company for a period of three years from the conclusion of the 37th Annual General Meeting until the conclusion of the 40th Annual General Meeting to be held in 2027, subject to approval of the shareholders at the ensuing AGM. Appropriate resolutions in this regard are also being proposed at the ensuing AGM.

The Auditors' report for the FY 2023-24 annexed to the financial statement for the year under review, does not contain any qualifications.

32. COST RECORDS AND COST AUDIT

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

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report forms part of this Annual Report.

34. CORPORATE GOVERNANCE

As required under the Companies Act, 2013, Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, 2015 and RBI Master Directions for HFCs, 2021, the 'Report of Directors on corporate governance' for the year FY 2023- 24 is placed in this Annual Report.

The said Report covers in detail the Corporate Governance Philosophy of the Company, Board Diversity, Directors appointment and remuneration, declaration by Independent Directors, Board evaluation, familiarisation programme, vigil mechanism, etc. The Auditors' Certificate on corporate governance is provided with this report as Annexure-4

35. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

As per SEBI (LODR) Regulations, 2015, with effect from the financial year 2022-23, the top 1000 listed entities (based on market capitalization) shall mandatorily submit a Business Responsibility and Sustainability Report (BRSR) describing the initiatives taken by them from an environmental, social and governance (ESG) perspective, in the format as specified by SEBI from time to time. In compliance with the said Regulations, the BRSR for FY 2023-24 is provided as a part of this Report as Annexure-6.

36. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, performance of the Board committees and that of individual directors pursuant to the provisions of the Act and SEBI Listing Regulations. In terms of Regulation 17(10) of the SEBI (LODR) Regulations, 2015 read with the SEBI Circular No. SEBI/HO/CFD/ CMD/ CIR/P/2017/004 dated January 05, 2017, your Company has put in place the 'Board and Director's Evaluation Policy' laying down a framework for evaluation of the Board, its Committees and of the individual directors with defined attributes for evaluation. The Board has evaluated the performance of the Independent Directors including their criteria of independence as specified in the said regulations and their independence from the management. The directors who were subject to evaluation did not participate in their own evaluation. The results of the evaluation exercise were shared with the Board in subsequent Board Meeting(s).

37. SAVE GREEN EFFORTS & RESPONSIBILITY TOWARDS SOCIETY:

Can Fin Homes has always extended its support to the save green efforts mooted by the Ministry of Corporate Affairs (MCA), Government of India. Minimising paper usage by increasing data storage digitally, dispatch of Certificates/ information by way of mail to the customers, utilization of solar energy to light the branches and for computer operations, are few of our initiatives in this direction.

As in the previous years, the Company continues to publish only the statutory disclosures in the print version of the Annual Report. Electronic copies of the Annual Report, Annual General Meeting Notices and such other notices are being sent by e-mail to all members whose e-mail addresses are registered with the Company/ RTA/ Depository participants (DP).

Further, the relaxations provided under various MCA circulars issued from April 13, 2020 to September 25, 2023 and SEBI Circulars issued from March 12, 2020 to October 7, 2023 have been extended till September 30, 2024 and in compliance of the said circulars, the Company had been sending Notices for the general meetings and Postal Ballot only through e-mails to the addresses registered by the members with the Company/RTA/DP and the general meetings have been conducted through VC/OAVM facility;and e-voting facilities had been provided for remote e-voting as well as voting during the general meetings.

Hard copies of the said documents were sent to only those members and holders of securities/persons who were eligible to receive the same and who had requested for the same as prescribed under provisions of Companies Act and the SEBI LODR Regulations.

The Company has been discharging its Corporate Social Responsibility diligently and has extended its support towards green initiatives and details are covered in para 23 of this report.

38. OUTLOOK FOR 2024-25

Adherence to sound, ethical business practices will continue in the pursuit of qualitative growth, with consistent focus on Asset Quality, Profitability and Liquidity.

While the Company will lend mainly to the salaried category, loans to the self-employed and nonprofessional category of borrowers in safe geographies will be provided. Thrust areas will be the affordable and mid-segment Housing.

The Company will follow its cost-conscious approach and will persistently monitor collection efforts.

39. ACKNOWLEDGEMENT:

Your Directors would like to thank Canara Bank, the promoter, for their continuous support.

Your Directors would like to acknowledge the role of all its stakeholders viz., shareholders, debenture holders, CP holders, depositors, bankers, borrowers, arrangers, insurance partners, Statutory and Branch Auditors, Secretarial Auditors, panel advocates, panel valuers, agents and all others for their continuous support to your Company and the confidence and faith that they have always reposed.

Your Directors acknowledge and appreciate the guidance and support extended by all the Regulatory authorities including National Housing Bank (NHB), Reserve Bank of India (RBI), Insurance Regulatory and Development Authority of India (IRDAI), Securities Exchange Board of India (SEBI), Ministry of Corporate Affairs (MCA), Registrar of Companies, Karnataka, Stock Exchanges, NSDL and CDSL.

Your Directors thank the Rating Agencies, viz. ICRA, CARE, India Ratings & Research Ltd., (FITCH), the Registrars & Share Transfer Agents, Debenture Trustees and Trustees of public deposits of your Company, Government(s), local/ statutory authorities, and all others for their whole-hearted support during the year and look forward to their continued support in the years ahead.

Your Directors value the professionalism of all the employees who have proved themselves in a challenging environment and whose efforts have stood the Company in good stead and taken it to present level.