Repco Home Finance Ltd

To the Members

Your Directors are pleased to present the 24^th Annual Report of your Company with the Audited Accounts for the year ended 31^st March, 2024.

The Company's financial performance for the financial year ended 31^st March, 2024, is summarized below:

Note:

(1) Figures have been regrouped wherever necessary while preparing the statements as per IND-AS requirements.

(2) The proposed dividend of Rs. 3/- per equity share is not recognized as liability in the annual accounts as of 31^st March, 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 24^th Annual General Meeting.

Shareholder's Wealth

Dividend

Your Directors recommend a dividend of Rs. 3/- per equity share of face value of Rs. 10/- each to the shareholders of the Company for the financial year 2023-24, subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company. The payout ratio for FY 2023-24 is 4.76%.

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 Company shall therefore be required to deduct tax at source (TDS) at the time of making the payment of dividend.

The Dividend Distribution Policy as required under regulation 43A of SEBI (LODR) Regulations, 2015, has been provided as Annexure-1 to this report and is also made available on the website of the Company at https://www.repcohome.com/policies-and-codes

Share Capital

As of 31^st March, 2024, the Paid up capital stood at Rs.62,56,13,620 divided into 6,25,61,362 Equity shares of Rs. 10/- each. During the financial year, there was no change in the Paid up capital of the Company.

State of Affairs of the Company

The Company endeavours towards adopting the high standards of underwriting practices backed up by robust monitoring and recovery mechanisms. The Company is committed in its efforts towards improving efficiency and service level in its operations.

Lending Operations

The Company is a Non-Banking Financial Company - Housing Finance Company (NBFC-HFC) and is engaged primarily in

financing the purchase and construction of houses. All other activities of the Company revolve around the main business.

1. Sanctions

During the year, loan approvals stood at Rs. 3,339.98 Crore as compared to Rs. 3,231.54 Crore in the previous year. The cumulative loan sanctions since inception of the Company stood at Rs. 35,247.97 Crore at the end of the financial year 2023-24.

Average ticket size of housing loan and non housing loans were Rs. 20.09 lakhs and Rs. 13.30 lakhs respectively based on FY 24 sanctions.

Loan Book:

At a portfolio level, housing loan constitute 75.74% and non housing loans constitute 24.26%.

2) Disbursements

During the year under review, the Company disbursed loans to the extent of Rs. 3,134.87 Crore as against Rs. 2,919.04 Crore in the previous year. The cumulative disbursements stood at Rs. 32,563.09 Crore at the end of the financial year 2023-24.

3) Loans Outstanding

The loan book of the Company as at the end of the financial year 2023-24 was Rs 13,513.37 Crore as against Rs. 12,449.17 Crore in the previous financial year.

4) Profits

The Company's profit before tax as at the end of the financial year 2023-24 was Rs. 524.72 Crore as against Rs. 400.76 Crore in previous financial year. The profit after tax was Rs. 394.70 Crore as compared to Rs. 296.08 Crore during the previous financial year.

Non-Performing Assets (NPA)

As of 31^st March, 2024, the gross NPA of the Company was Rs 551.55 Crore (previous year Rs. 718.68 Crore) constituting 4.08% (previous year 5.77%) of the total loans outstanding. The Net NPA stood at 1.46% of the loan assets as of 31^st March, 2024 against 2.99% as of 31^st March, 2023.

Regulatory Compliance

Following the amendment in the Finance Act, 2019 and the subsequent notification by the Reserve Bank of India (RBI) in August 2019, HFCs would be treated as one of the categories of non-banking financial companies (NBFCs) for regulatory purposes and accordingly RBI would be the Regulator for HFCs and NHB would continue to carry out supervision of HFCs.

The Company is in compliance with the applicable guidelines, circulars and directions of Reserve Bank of India and National Housing Bank. Also, the Company is in compliance with the Companies Act 2013, guidelines / directions / circulars issued by MCA, directions issued under Income Tax Act, 1961 and directions issued pertaining to Accounting Standards. The Company complied with the applicable SEBI Regulations during the financial year.

The Company is registered with the Central Registry of Securitization, Asset Reconstruction and Security Interest of India (CERSAI) and furnishes information in respect of its loans. Compliance of all regulatory guidelines of NHB/RBI/other statute are periodically reviewed by the Audit Committee of the Company.

IRDAI Compliance

The Company is registered with 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.

Other Compliances

(i) The Company had obtained the Legal Entity Identifier No. 335800M7AQBAQYVHEW38 as required under the RBI Circular - No. RBI/2017-18/82-DBR.No.BP92/21.04.048 /2017-18 dated November 02, 2017 and as advised by NHB. The Registration has been renewed as required on an annual basis.

(ii) As per RBI/2015-16/96 Master Circular No.15/2015-16 on Foreign Investment in India and as per RBI/2017-18/194 A.P (DIR Series) Circular No.30 dated June 07, 2018 on Foreign Investment in India, all types of Companies which have foreign investment are required to report through FIRMS - Reporting in Single Master Form. For this purpose, the Company has completed the registration process.

(iii) As required under Section 215 of the Insolvency and Bankruptcy Code, 2016, the Company has registered itself with National e-governance Services Limited (NeSL).

(iv) The Company has complied with all the applicable Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time and circulars, notifications etc issued by SEBI expect for disclosure of credit rating.

SEBI Circulars on Investors related matters

In order to enhance the ease of doing business for investors in the securities market, SEBI vide its Circular No. SEBI/HO/ MIRSD/MIRSD_RTAMB/P/ CIR/2021/655 dated 3^rd November, 2021, read together with the SEBI Circular No. SEBI/ HO/ MIRSD/ MIRSD_RTAMB/P/CIR/2021/687 dated 14^th December, 2021 (hereinafter, collectively referred as the "SEBI KYC Circulars") mandated furnishing of PAN, full KYC details and Nomination by the holders of physical securities. The Company has intimated the concerned security holders about the folios which are incomplete in terms of the SEBI KYC Circulars.

SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/ CIR/2021/655 dated November 3, 2021 (subsequently amended by Circular Nos. SEBI/HO/MIRSD/MIRSD_RTAMB/P/ CIR/2021/687 dated December 14, 2021, SEBI/HO/MIRSD/ MIRSD-PoD-1 /P/CIR/2023/37 March 16, 2023 and SEBI/HO/ MI RSD/POD-1 /P/CIR/2023/181 November 17, 2023) has mandated that with effect from April 1,2024, dividend to security holders (holding securities in physical form), shall be paid only through electronic mode. Such payment shall be made only after furnishing the PAN, choice of nomination, contact details including mobile number, bank account details and specimen signature. Hence, Shareholders are requested to update the KYC details bysubmittingthe relevant ISR forms duly filled inalong with self attested supporting proofs. The forms can be downloaded from the website of the RTA, Kfin Technologies Limited; https://ris.kfintech.com/clientservices/isc/isrforms.aspx

Further, relevant FAQs published by SEBI on its website can be viewed at the following link:

https://www.sebi.gov.in/sebi_data/faqfiles/jan-2024/1704433843359.pdf

Shareholders are requested to update the KYC details by submitting the relevant ISR forms duly filled in along with self attested supporting proofs. The forms can be downloaded from the website of the RTA, Kfin Technologies Limited; https://ris.kfintech.com/clientservices/isc/isrforms.aspx

The Company has also complied with other SEBI circulars issued during the year to the extent applicable.

Capital Adequacy

The Company's capital adequacy ratio consisting of Tier I and tier II capital as of 31^st March, 2024 was 33.97% (previous year 35.79%) which is well above the prescribed threshold limit of NHB.

Financial Resources

(i) Refinance from National Housing Bank (NHB)

During the year the Company has not availed refinance facility from National Housing Bank. The refinance outstanding at the end of the year was Rs. 1,160.57 Crore (previous year Rs. 1,486.99 Crore)

(ii) Borrowings from Bank and Financial Institutions

The outstanding borrowings from Banks and Financial Institutions at the end of the financial year stood at Rs. 8,468.8 Crore (previous year Rs. 7,337.13 Crore).

(iii) Borrowings from Repatriates Cooperative Finance and Development Bank Ltd

The outstanding borrowings from Repatriates Cooperative Finance and Development Bank Ltd at the end of the financial year stood at Rs. 1,069.30 Crore (previous year Rs. 1090.51 Crore).

(iv) Secured Non-Convertible Debentures

The Company's rating for non-convertible debentures is AA- issued by M/s. ICRA Ltd. During the financial year, the Company has not issued any NCDs (previous year - Nil). The outstanding NCDs as of 31^st March, 2024 is Nil. Since the Company was not having any outstanding NCDs, redemption of NCDs was not applicable during the financial year 2023-24.

(v) Commercial Papers

The Company's rating for commercial paper is A1+ issued by M/s. ICRA Ltd., and Care Ratings Limited. During the year, the Company has not issued commercial paper. The net amount outstanding as of 31^st March, 2024 is NIL (Previous year - Nil).

Unclaimed NCDs

As of 31^st March, 2024 there are no Non-Convertible Debentures amount or interest thereon remaining unpaid or unclaimed. Disclosure under Housing Finance Companies issuance of Non-Convertible Debentures on private placement basis, (NHB) Directions 2014 and RBI HFC Directions.

There are no Non-Convertible Debentures which have not been claimed by the Investors or which were not paid by the Company after the date on which the Non-Convertible Debentures became due for redemption.

Since the Company was not having any outstanding NCDs, redemption of NCDs was not applicable during the financial year 2023-24.

Unclaimed Dividends

As of 31^st March, 2024, dividend amounting to Rs 9,10,669/- has not been claimed by the investors. According to section 125 of the Companies Act, 2013 dividends remaining unclaimed for a period of seven years from the date they became due are required to be credited to the Investor Education and Protection Fund (IEPF) set up by the Government of India. In accordance with the Investor Education Fund (Uploading of information regarding unpaid and unclaimed amount lying with the Companies) Rules 2012, the Company has uploaded this information on https://www.repcohome.com/investors/unclaimed-dividend

During the year, the unclaimed dividend of Rs. 48,535.20/- pertaining to the Financial Year 2015-16, was transferred to Investor Education and Protection Fund after giving due notice to the members. Further, during the year the Company has transferred 20 equity shares in respect of which dividend has not been claimed for seven consecutive years to Demat Account of IEPF Authority, in respect of which, individual notice had also been sent to concerned Shareholders. However, the concerned shareholders may claim the unclaimed dividend and unclaimed shares from IEPF.

Public Deposits

The Company has not accepted deposits from the public during the financial year 2023-24.

Risk Management

The Company faces various risks in its scale of operations including credit risk, operational risk, interest rate risk, and solvency risk. Risk management forms an integral part of the Company's business. The objective of the Company's risk management system is to measure and monitor various threats and to implement policies and procedures to mitigate such risks. The Company has in place a risk management policy framework, which has been approved by the Board of Directors.

The Company recognizes that identification of risk is the most crucial function in managing and mitigating the risk. The Company identifies the risks in each function/activity by taking inputs from all the departments. The overall responsibility of identifying, monitoring, and evaluating risks lies with risk management department.

The Company analyses risks in terms of consequence and likelihood of its impact. The analysis considers a range of potential outcomes and the possibility of those consequences occurring.

The Risk Management Committee of the Company is constituted in line with the provisions of Regulation 21 of the SEBI (LODR) Regulations and in terms of NHB/RBI Directions. As of 31^st March, 2024, the committee comprised of, Mr. Mrinal Kanti Bhattacharya, Mr. R.Vaithianathan and Mr. K. Swaminathan. Subsequently, Risk Management Committee reconstitution was done by the Board on 14^th May, 2024 and the new committee comprises of Mr. R.Vaithianathan (Chairman), Mr. C.Thangaraju, Mr. E. Santhanam, Mr. Mrinal Kanti Bhattacharya, Mr. R. Swaminathan and Mr. K.Swaminathan.

The Risk Management Committee reviews and monitors the overall risk management framework for the management of various risks.

The Company has constituted an internal risk management committee named Credit & Operational Risk Management Committee (CORMC) and currently comprising of Managing Director & CEO (Chairman of the Committee), Chief Operating Officer, Chief Development Officer, Chief Business Officer, Chief Information Officer, Chief Financial Officer, All General Managers, Chief Risk Officer, Chief Compliance Officer, Head of Internal Audit, Head of Legal, and Chief Technology Officer. The scope of the committee includes identifying, monitoring, and measuring of risk profiles, develop policies and procedures, monitor compliance of risk parameters by various departments etc.

Asset Liability Management Committee (ALCO) currently comprises of Managing Director & CEO (Chairman of the Committee), Chief Operating Officer, Chief Development Officer, Chief Business Officer, General Manager (Credit), General Manager (Sales), General Manager (Recovery), Chief Information Officer, Chief Financial Officer, Chief Compliance Officer, and Chief Risk Officer. The ALCO meetings are held on a monthly basis to review the lending rate, ALM position, etc.

Human Resources

The objective of human resource department in an organization is to enhance human productivity through progressive and consistent policies in knowledge & skill upgradation and betterment of employment conditions at all levels. Human Resource Management's objective is to maximize the return on investment from the organization's human capital. It is the responsibility of human resource department in a corporate context to conduct these activities in an effective, legal, impartial and cohesive manner.

Your Company worked tirelessly towards the performance

upgradation of its employees by introducing objective performance appraisal mechanism and performance linked incentive structure. Employees are also nominated regularly to attend various training programmes conducted by NHB, ICSI & other capacity building institutions besides in-house training programmes for constant skill upgradation. During the financial year the Company conducted 19 in-house training programmes and employees were also nominated for 17 external programmes.

The Company provides a professional work environment and maintains a healthy relation with its employees.

As of 31^st March, 2024 the number of employees on the rolls of the Company stood at 1076.

Expansion of branch network

The network of branches was expanded prudently after due identification of potential locations. Branch expansion was restricted on account of the Pandemic during the last couple of years. The Company opened 2 new branches and 18 Satellite centers during FY 2023-24 and upgraded 7 satellite centres as branches. As of the end of FY 2023-24, the network tally stood at 212 spread across 12 States and 1 Union territory, comprising 168 Branches and 44 Satellite centres.

Recovery Action under Securitisation & Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI ACT)

During the financial year, your Company initiated action against 5163 (numbers) defaulting borrowers under the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest ("SARFAESI") Act, 2002 and recovered Rs.304.61 Crores from borrowers. Out of the above amount, Rs.22.82 Crores (previous year Rs.7.13 Crores) was recovered by way of sale of assets under SARFAESI. Apart from this, Rs.6.37 Crores was recovered in Written-off accounts.

Disclosure under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. 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. During the year, one complaint was received by the ICC and the same has been disposed off.

Corporate Social Responsibility

As per Section 135 of the Companies Act, 2013 and the rules framed thereunder, the Company has in place a Corporate Social Responsibility Committee of Directors comprising of Mr. C. Thangaraju (Chairman), Mr. E. Santhanam, Mr. R. Swaminathan and Mr. K. Swaminathan and has inter alia formulated a Corporate Social Responsibility Policy. The policy is placed on the website of the Company, https://www.repcohome.com/policies-and-codes . The CSR Committee reconstitution was done by the Board on 14^th May, 2024 and the new committee comprises of Mr. C.Thangaraju (Chairman), Mr. E.Santhanam, Mr. R.Swaminathan, Mrs. Usha Ravi and Mr. K. Swaminathan

This Committee envisages the activities to be undertaken in pursuance of CSR initiatives. During the year the Company spent a sum of Rs. 6.96 Crore towards CSR initiatives including the amount of Rs.2.55 Crore earmarked towards ongoing projects and has been transferred to a separate bank account within stipulated time as prescribed under Companies Act, 2013. The same will be utilised towards ongoing projects in accordance with the provisions of Companies Act, 2013. The Annual Report on CSR activities forming part of the Directors' Report is furnished as Annexure-2 to this report.

Employee Stock Option Scheme:

There are no material changes to Repco Home Finance Limited Employees Stock Option Scheme. The ESOP Scheme is in compliance with the SEBI (Share Based Employee Benefits)

Regulations, 2014 (the 'SBEB Regulations'). The disclosures as required by the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 have been placed on the website of the Company.

The Company has not issued any stock options during FY 2023-24.

Particulars Relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Expenditure

Particulars relating to conservation of energy and technology absorption stipulated in the Companies (Accounts) Rules 2014 are not applicable to the Company and further the Company has no foreign exchange earnings and outgo.

Matters Related to Directors and Key Managerial Personnel

The Company has a diverse and inclusive Board which empowers to protect the interest of all the Stakeholders. The composition of the Board is in accordance with Section 149 of the Act and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with an appropriate combination of Executive, Non-executive and Independent Directors. The Chairman of the Board is a Non-Executive Director and Non-Independent Director. As of 31^st March, 2024, the Board of Directors of your Company comprised ten (10) Directors; viz. six (6) Independent Directors out of which two (2) are women Independent Directors, three (3) Non-Executive Directors & NonIndependent Directors and one (1) Executive Director.

Details of Board of Directors along with Key Managerial Personnel as of 31^st March, 2024 is mentioned below:

Director(s) Retiring by Rotation:

Mr. E.Santhanam (DIN 01483217), Non-Executive & NonIndependent Director and Mr. K.Swaminathan (DIN 06485385), Managing Director & CEO are retiring by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The resolution for their re-appointment forms a part of the notice convening the Annual General Meeting. The details pertaining to the re-appointment are elucidated in the explanatory statement to the notice convening the Annual General Meeting.

Appointment of Non-Executive Directors

During the financial year 2023-24, Mr. Anant Kishore Saran (DIN 07582025), Joint Secretary, Ministry of Home Affairs, Government of India, Nominee Director (Nominee of Repatriates Cooperative Finance and Development Bank Limited) was appointed as Non-Executive & Non-Independent Director on 6^th November, 2023.

Appointment of Independent Directors

As of 31^st March, 2024 the Company has six Non-Executive & Independent Directors on its Board. Mrs. Sumithra Ravichandran was appointed as Non-Executive & Independent Director for a period of 5 years from 1^st April, 2019 to 31^st March 2024. Her tenure ended at the end of business hours on 31^st March, 2024. Mr. B. Raj Kumar and Mr. Mrinal Kanti Bhattacharya were appointed as Non-Executive & Independent Director for a period of 5 years from 11^th September, 2022 upto 10^th September, 2027. Mr. R. Swaminathan was appointed as Non-Executive & Independent Director for a period of 3 years from 22^nd September, 2022 upto 21^st September, 2025. Mr. R. Vaithianathan and Mrs. Usha Ravi were appointed as Non-Executive & Independent Director for a period of 4 years from 11^th November, 2022 upto 10^th November, 2026.

Cessation of Director

Mrs.Jacintha Lazarus, I.A.S (DIN: 08995944) resigned from the directorship of the Company on 22^nd January , 2024, due to transfer from the post of Commissioner, Department of Rehabilitation & Welfare of Non Resident Tamils, Government of Tamil Nadu. There is no material reason for her cessation other than cited herein.

Withdrawal of Nomination of Director

The term of Mrs.R.S.Isabella as CEO/Managing Director of Repatriates Cooperative Finance and Development Bank

Limited (Promoter of the Company) ended on 13-02-2024 and she was relieved from the post. Subsequently, Repatriates Cooperative Finance and Development Bank Limited had withdrawn the nomination of Mrs.R.S.Isabella (DIN: 06871120) as Director of Repco Home Finance Limited with effect from 13^th February, 2024. She ceases to be a director of the Company with effect from 13^th February, 2024. There is no material reason for her cessation other than cited herein.

End of tenure of Director

The term of Mr. N.Balasubramanian (DIN 07832970) as the Wholetime Director of the Company ended on 31^st August, 2023. The tenure of Mrs.Sumithra Ravichandran (DIN 08430816) as the Non-Executive and Independent Director of the Company ended at end of business hours on 31^st March, 2024.

Declaration of Fit & Proper Criteria:

All the directors of the Company have confirmed that they satisfy the fit and proper criteria as prescribed under the applicable regulations prescribed by RBI / NHB and that they are not disqualified from being appointed as directors in terms of Section 164(2) of the Companies Act, 2013.

The details of the number of Board/Committee meetings held are provided in the Report on Corporate Governance which forms part of this report.

Declaration by Independent Directors:

The Independent Directors have given declarations to the Company in terms of Section 149 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 (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details of familiarization programmes conducted for Independent Directors is hosted on the website of the Company.

Key Managerial Personnel

The changes in the Key Managerial Personnel of the Company during the year under review is as below:

The term of Mr. N.Balasubramanian (DIN 07832970) as the Wholetime Director of the Company ended on 31^st August, 2023.

Statutory Auditors

At the 21^st Annual General Meeting held on 23^rd September, 2021, the shareholders appointed M/s. Chaturvedi & Co., Chartered Accountants, (Firm Registration No. 302137E) as Statutory Auditors for a term of three consecutive years to hold office from the conclusion of 21^st Annual General Meeting till the conclusion of 24^th Annual General Meeting.

The Statutory Auditors have not made any adverse comments or given any qualification, reservation or adverse remarks in their Audit Report.

The Reserve Bank of India (RBI) vide its circular RBI/2021-22/25 Ref.No.DoS.CO.ARG/SEC.01/08.91.001/2021-22 dated April 27, 2021, has issued Guidelines for Appointment of Statutory Central Auditors (SCAs)/ Statutory Auditors (SAs) of Commercial Banks (excluding RRBs), UCBs, and NBFCs (including HFCs) and these guidelines supersede all previous guidelines issued by the RBI on this subject. As per the revised RBI guidelines, SAs are not permitted to hold office in an entity regulated by RBI beyond a continuous period of three years. Such SAs are eligible for reappointment in the same entity after a cooling period of six years.

As per the above mentioned RBI guidelines, the term of M/s. Chaturvedi & Co is ending at the conclusion of 24^th Annual General Meeting.

The Audit Committee of the Board and Board of Directors have recommended the appointment of M/s. R. Subramanian and Company LLP, Chartered Accountants, (Firm Registration No. 004137S/S200041) as Statutory Auditors of the Company for a term of three consecutive years to hold office after the conclusion of 24^th Annual General Meeting till the conclusion of 27^th Annual General Meeting, at such remuneration as may be decided by the Board of Directors based on the recommendation of the Audit Committee, excluding certification fees and out of pocket expenses which will be over and above the fee approved by the Board.

Ratification of Statutory Auditor's remuneration

The Shareholders of the Company in the 21^st Annual General Meeting held on 23^rd September 2021, had appointed M/s Chaturvedi & Co., Chartered Accountants as the Statutory Auditor of the Company from the conclusion of 21^st Annual General Meeting till the conclusion of 24^th Annual General Meeting, at a remuneration of Rs.17.50 lakhs plus applicable taxes towards statutory audit fee and Rs.7.50 lakhs plus applicable taxes for quarterly limited reviews, totalling to Rs.25

lakhs plus applicable taxes per year, excluding certification fees and out of pocket expenses. This remuneration includes fees for audit of Consolidated Financial Statement of the Company.

RBI had issued Guidelines for Appointment of Statutory Central Auditors (SCAs)/ Statutory Auditors (SAs) for Banks and NBFCs (including HFCs) under Section 30(1A) of the Banking Regulation Act, 1049, vide RBI / 2021-22/ 25 Ref. No. DoS. CO. ARG/ SEC.01/ 08.91.001/ 2021-22 April 27, 2021 addressed to all the Chairman/ MD/ CEO of the banks and All Non-Banking Finance Companies (NBFCs) (Including Housing Finance Companies)

As per the instructions contained in Para 4.3 of the above-said Guidelines, the SCAs/ SAs shall have to visit and audit atleast the Top 20 branches to be selected in order of the level of outstanding advances, in such a manner as to cover a minimum of 15% of total gross advances of the Entities.

Since the Branch Audit has been introduced from FY 2021-22 as per the RBI requirements (visiting and auditing minimum 20 branches), the Statutory auditors had requested the Company management to consider paying a separate fee.

Based on the above, the Company paid additional audit fees to the Statutory Auditors in FY 2021-22 and 2022-23. Hence the matter is hereby placed before the shareholders for ratification of additional audit fees paid to the Statutory Auditors. Also, similar additional audit fees needs to be paid to the Statutory Auditors for FY 2023-24. Both ratification as well as approval for additional fees is recommended and approved by the Audit Committee and Board. The details of additional audit fees are mentioned herein below:

Fraud Reported by Auditors

During the financial year under review, the Statutory Auditors have not reported any instances of fraud committed in the Company by its officers or employees to the Board/Audit Committee under Section 143(12) of the Companies Act, 2013. The Management has reported one fraud to NHB during the financial year 2023-24.

Audit and Internal Auditors

The National Housing Bank conducts inspection of your Company on an annual basis. During the year, the NHB conducted regular inspection of your Company from 18^th December, 2023 to 5^th January, 2024 for the position of financial year 2022-23.

The Company had appointed Mr. Vaidyanathan Iyer as Internal auditor for FY 2023-24.

The Company has also put in place a well-defined policy on Risk Based Internal Audit (RBIA).

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 statement by the Audit Committee, the Board of Directors report that-

a) In the preparation of the annual accounts for the year ended on 31^st March, 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 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 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) This 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.

Disclosure under section 43(a)(ii) of the Companies Act, 2013

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 required to be furnished.

Disclosure under section 54(1 )(d) of the Companies Act, 2013

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 required to be furnished.

Disclosure under Rule 8 of the Companies (Accounts) Rules, 2018

During the year under review, the Company has not made any application nor any proceedings are pending under the Insolvency and Bankruptcy Code, 2016. Further, there were no instances of one-time settlement of any loans taken from the Banks or Financial Institutions.

Disclosure under Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

During FY 2023-24, no employee was in receipt of remuneration of Rs.1.02 Crore or more per annum or Rs.8.5 lakh or more per month, as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The ratio of remuneration of each Director to the median of employees' remuneration and such other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and 2016 is given as Annexure - 3.

Market Capitalization and PE ratio

Internal Financial Control Systems

The Company has an Internal Financial Control System, commensurate with the size, scale and complexity of its operations.

Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board every quarter or at periodic intervals.

Annual Return

In accordance with the Companies Act, 2013, the annual return in the prescribed format is placed on the Company's website and can be accessed at https://www.repcohome.com/corporate-governance

Secretarial Audit Report

In accordance with Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. G Ramachandran & Associates, Practising Company Secretaries were appointed by the Company to undertake Secretarial Audit of the Company. The Secretarial Audit Report is annexed to this report as Annexure-4.

In addition to the Secretarial Audit Report, Secretarial Compliance report has also been issued by the Secretarial Auditor as per the SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 02^nd February, 2019, and the said report has been submitted to the Stock Exchanges.

Secretarial Standards

The Company complies with the mandatory Secretarial Standards i.e. SS-1 and SS-2 issued by the Institute of Company Secretaries of India and has referred to Secretarial Standards SS-3 and SS-4 for good governance.

Details of Loans Given, Guarantees Given or Security Provided

The provisions contained in Section 186(11) of the Companies Act, 2013, relating to loans, guarantees or securities do not apply to the Company.

Investments

The total investment in Repco Micro Finance Limited (RMFL) (unlisted Associate Company) is Rs.31.60 Crore (3,16,00,000 equity shares of Rs.10/- each).

Subsidiary, Joint Ventures and Associate Companies

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, your Company has prepared Consolidated Financial Statements of the Company which forms part of this Annual Report. Further, a Statement containing salient features of financial statements of the Subsidiary, joint venture entities and associate Companies in the prescribed format AOC-1, pursuant to Section 129(3) of the Companies Act, 2013 and rules made thereunder, is annexed as Annexure-5 to this Report.

Particulars of Contracts or Arrangements with Related Parties Referred to in Section 188(1)

All the related party transactions entered during the year were in ordinary course of business and on arm's length basis. The Company has obtained the shareholders' approval for material related party transactions as required under Listing Regulations.

There are no transactions under the ambit of section 188 of the Companies Act, 2013.

The Company presents a statement of all related party transactions before the Audit Committee. The details of such transactions are given in the accompanying financial statements.

Material Changes and Commitments affecting financial position of the Company between 31^st March, 2024 and the date of Board's Report.

There has been no material changes and commitment, affecting the financial position of the Company which has occurred between the end of the financial year to which the financial statements relate and the date of the report.

The Company does not have any subsidiary. There has been no change in the nature of business of the Company. No significant or material orders have been passed by the regulators or Courts or Tribunals impacting the going concern status of the Company and / or the Company's operations in future.

Management Discussion and Analysis

In accordance with the SEBI (LODR) Regulations, 2015, Management Discussion and Analysis Report for the year under review, is presented in a separate section which forms a part of this report.

Report on Corporate Governance

In accordance with the SEBI (LODR) Regulations, 2015, the report on corporate governance for the year under review is presented in a separate section which forms a part of this report.

Internal Guidelines on Corporate Governance

The Company has a duly formulated Internal Guidelines on Corporate Governance in accordance with HFCs - Corporate Governance (NHB) Directions, 2016 and RBI Directions for Housing Finance Company, 2021, which inter-alia, defines the legal, contractual and social responsibilities of the Company towards its various stakeholders and lays down the Corporate Governance practices of the Company. The said policy is available on the website of the Company at https://www.repcohome.com/policies-and-codes

Performance Evaluation of the Board

In terms of the requirements of the Companies Act and the Listing Regulations, an annual performance evaluation of the Board is undertaken where the Board formally assesses its own performance with the aim to improve the effectiveness of the Board and its Committees and Individual Performances of the Directors. The above process is based on the Guidance Note on Board Evaluation issued by SEBI on 05^th January, 2017.

The Board carried out the evaluation of every Director's performance, its own performance, the Committees and all the Independent Directors.

During the financial year under review, a separate meeting of the Independent Directors was held on 18^th March, 2024, without the attendance of Non-Independent Directors and the Management of the Company. The Independent Directors discussed and reviewed the performance of the Non-Independent Directors and the Board as a whole, performance of Chairman of the Company and also assessed the quality, quantity and timeliness of the flow of information between the Management and the Board, which is necessary for the Board to effectively and reasonably perform its duties.

Vigil Mechanism / Whistle Blower Policy

The Board of Directors has approved the vigil mechanism/ whistle blower policy of the Company which provides a

framework to promote a responsible and secure whistle blowing. It protects employees wishing to raise a concern about serious irregularities within the Company. It provides for a vigil mechanism to channelize reporting of such instances/ complaints/ grievances to ensure proper governance. The Audit Committee oversees the vigil mechanism. No person was denied access to the Audit Committee to express concerns or reporting grievances under the Whistle Blower Policy and/or vigil mechanism.

During the year under review, no complaint was received under the whistle blower mechanism of the Company.

The Whistle Blower Policy is placed on the website of the Company, https://www.repcohome.com/policies-and-codes

Reporting of Frauds

Pursuant to NHB Circular on Guidelines on Reporting and Monitoring of Frauds in Housing Finance Companies dated 05^th February 2019, the Company has reported 1 fraudulent cases (PY - 8 fraudulent cases) to NHB. The Amount related to fraud is Rs. 1.15 lakhs (Previous Year - Rs. 3.85 Crores). All efforts are being made to recover the maximum amount possible

Listing

The equity shares of your Company are listed on National Stock Exchange of India Limited and BSE Limited. The listing fees for the financial year 2023-24 have already been paid to the Stock Exchanges. Further, the Annual Listing fees for the year 202425 were duly paid to the above stock exchanges within the stipulated time limit.

Details of non-compliance, penalties, imposed on by any statutory authority

During the financial year 2023-24, no penalties have been imposed on the Company by any Statutory Authority.

During the financial year 2022-23, the Stock Exchanges (NSE & BSE) have levied a penalty for non-compliance of regulation 17 (1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 of Rs.1,01,480/- each. During the financial year 2021-22, the Stock Exchanges (NSE & BSE) have levied a penalty for non-compliance of regulation 17 (1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 of Rs. 7,88,240/- each. The Company has made its representation before the Stock Exchanges for withdrawal and refund of penalty and the representation is yet to be disposed of by the Stock Exchanges.

Credit rating

The brief details of the ratings received from credit rating agencies by the Company for its outstanding instruments is given in the annexed 'General Shareholder Information'.

Technology Initiatives

During the financial year under review the Company has ensured seamless functioning of newly introduced Loan Lifecycle Management System (LLMS) and Enterprise General Ledger (EGL) in all the branches.

Besides, it is first time in the history of the Company that mobile application for Direct Selling Agents has been implemented upon integration with LLMS on pilot basis in financial year which in turn will be rolled in full fledged manner in financial year 202425. By this, the Company offer better customer services by reducing unnecessary visits of our authorized channel partners and customers to branches.

The Company always focuses on Data accuracy and reliability, an external agency has been appointed to conduct Data Migration Audit who in turn certified the flawless migration of data from our erstwhile software to new LLMS software.

With the implementation of new LLMS in financial year 2022-23, Disaster Recovery Centre has also now become fully operational to handle any unforeseen events at our Data Centre.

As the Company is coming up with many interactive applications, VAPT has been performed on both our Hardware and Software to ascertain that there are no security gaps. This VAPT has also been performed in our website on account of many newly added features so as to safeguard against any unwarranted security attacks.

To further strengthen the IT Security owing to forthcoming implementation of many applications, CISO has been appointed to monitor potential IT security threats to the Company. The Company is also in the process of implementing Security Operation Centre (SOC) in near future.

To preserve the legacy documents of the erstwhile software in effective manner, all End of Life hardware has been replaced with new ones.

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/Committee meetings, review meetings with branches, regional offices and interviews for recruitments, etc.

Update on Environmental, Social, and Governance (ESG):

Operational sustainability has emerged as one of the key components of governance, ESG is becoming more well- known on a global scale. The present global trend of attaining financial success while also making contributions to the welfare of society at large lends more weight to ESG. Naturally, in light of the effects on society and the environment, the terms of fair play for all parties involved in the BFSI sector would also need to be revised. Your Comany's business has always been by design a socially inclusive enterprise. The idea of compassion, integrity, and customer centricity were ingrained into our fundamental tradition from the moment Repco Home Finance Limited (RHFL) was founded. As a diligent organization, we are enthusiastic to expand our understanding of sustainability and our commitment to it.

Your Company offers funding to underserved and unbanked communities that, although having a steady source of income, are unable to receive credit due to a lack of supporting documentation. Our mission is to assist these people in fulfilling their ambition of becoming homeowners, and we have made a name for ourselves as go-to Company that first-time Indian homeowners in metropolitan and semi-urban areas may approach. Apart from providing affordable home loans with attractive interest rates, the Company also offers direct customer service, answering any questions, advising customers to purchase insurance, and helping them determine whether they qualify for government subsidies. In this way, your Company is helping underbanked communities acquire official credit. Our business plan is predicated on the notion of improving people's lives and influencing how they will finance homes in the future. During the year, the Company introduced Green Home Loan Scheme to finance activities of borrowers in investing in "Green Home" initiatives.

We are committed to strengthening our relationships with stakeholders as we seek to expand home ownership in the country and integrate underserved and unbanked populations into the formal credit system.

Your Company has made the required disclosures in a transparent manner as part of its corporate governance. Since inception, Company's growth has been based on our strong commitment to governance rules, which has attracted investors from all around the world.

Business Responsibility and Sustainability Reporting also form part of the Annual Report of your Company. This update on ESG should be read along with BRSR

which describes how we live out our values while also outlining our environmental, social, and governance (ESG) activities, performance, and strategy for the financial year 2023-24.

We are committed to promote financial inclusion by enabling families in the Economically Weaker Section and Low-Income Groups to realize their dream of owning a house by providing finance for affordable housing.

Your Company's culture and work environment are essentially built on respect for equality, human rights, and dignity. The Company's committed staff makes it simple and convenient for elderly individuals, those with disabilities, and illiterates to use its services. When it comes to getting their inquiries answered or their applications processed, clients with disabilities are treated with empathy and given priority over other customers who are in the branch.

We anticipate that all of our value chain partners will conduct themselves with the same moral principles and business practices that the Company upholds.

We have implemented a whistle blower/vigilance process that allows a range of stakeholders to voice legitimate concerns about unethical behavior while simultaneously protecting those who raise concerns from victimization. This has allowed us to create an environment where Directors and Employees can bring any improper behavior to our attention without fear. Your Company is having process for managing complaints of sexual harassment at work and has zero tolerance for any form of sexual harassment.

Your Company promotes equal opportunity, it makes sure that no one is subjected to workplace discrimination and that

women, individuals with disabilities, and people from all social, economic, and cultural backgrounds are all welcome. Equal compensation for equal work is a core value of your organization, as are assessments and promotions determined by objective criteria of performance and merit.

Our commitment is to assist our clients in fulfilling their aspiration of becoming home owners. We advise them to get insurance in order to save the family the financial strain in the event of a terrible event, such as the death of a borrower. If the earning borrower had not purchased life insurance for any reason, we are sympathetic to the legal heirs' settlement offers.

Home finance is your Company's primary activity, it is not directly involved in any activities that could have a major detrimental effect on the environment. Nonetheless, it is a conscientious Company that considers its environmental impact and strives to minimize its greenhouse gas emissions wherever possible.

Induction training is provided to all new hires to help them get more acclimated to the Company's culture and to help them grasp the Company's mission, vision, and core values. Additionally, the Company offers a number of training courses to its staff members.

In addition to its CSR efforts and philanthropic activities, your Company is also fulfilling its social responsibility by making a few small but significant contributions to the well-being of the community. The Company concentrated its corporate social responsibility efforts throughout the financial year on the following initiatives; specifics of the projects undertaken are included below:

Customer-Friendly Initiatives

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 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.

Others

Related Party Transaction Policy

As required by NHB notification no. NHB.HFC.CG-DIR.1/ MD&CEO/2016 dated 09^th February, 2017, a policy on transactions with Related Parties is given as 'Annexure-6' to this report.

The policy is also placed on the website of the Company, https://www.repcohome. com/policies-and-codes

Business Responsibility and Sustainability Report (BRSR)

The Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates inclusion of Business Responsibility Report in the prescribed format, as a part of the Annual Report for top 1000 listed entities based on the market capitalisation. In compliance with the said Regulations, the Business Responsibility and Sustainability Report (BRSR) is provided as a part of this Report as Annexure 7.

Acknowledgements

Your Directors would like to thank Repatriates Cooperative Finance and Development Bank Limited (Promoter of the Company) and Ministry of Home Affairs, Government of India, Government of Tamil Nadu and all other State Governments for their continuous support.

Your Directors would like to acknowledge the role of all its stakeholders viz., shareholders, bankers, borrowers, insurance partners, Statutory 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), Securities Exchange Board of India (SEBI), Ministry of Corporate Affairs (MCA), Registrar of Companies (Chennai, Tamilnadu), Stock Exchanges (NSE and BSE), Insurance Regulatory and Development Authority of India (IRDAI), NSDL and CDSL.

Your Directors thank the Rating Agencies, viz. ICRA, CARE, the Registrars & Share Transfer Agents, of the 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 take this opportunity to thank all the executives and employees of the Company and wish to place on record their commendable hard work, team spirit and dedicated service to the customers which enabled the Company to achieve an appreciable level of business performance during the year.