Repco Home Finance Ltd

To the Members

Your Directors are pleased to present the 25th Annual Report of your Company with the Audited Accounts for the financial year ended 31st March, 2025.

The Company's financial performance for the financial year ended 31st March, 2025, 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.4/- per equity share is not recognized as liability in the annual accounts as of 31st March, 2025 (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 25th Annual General Meeting.

Shareholder's Wealth

Dividend

Your Directors recommend a dividend of Rs.4/- per equity share of face value of Rs.10/- each to the shareholders of the Company for the financial year 2024-25, subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company. The payout ratio for FY 2024-25 was 5.69%.

As per section 194 of Income Tax Act, the Company is required to deduct Tax at Source @ 10% on dividend payment if the aggregate dividend amount exceeds Rs.5,000/-. However, no tax 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, tax 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 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 31st March, 2025, 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.3,518.92 Crores as compared to Rs.3,339.98 Crores in the previous year. The cumulative loan sanctions since inception of the Company stood at Rs.38,766.89 Crores at the end of the financial year 2024-25.

Average ticket size of housing loan and non-housing loans were Rs. 20.61 Lakhs and Rs. 19.56 Lakhs respectively based on FY 2024-25 sanctions.

Loan Book:

At a portfolio level, housing loan constitute 70.17% and non-housing loans constitute 29.83% .

2) Disbursements

During the year under review, the Company disbursed loans to the extent of Rs.3,284.22 Crores as against Rs.3,134.87 Crores in the previous year. The cumulative disbursements stood at Rs.35,847.31 Crores at the end of the financial year 2024-25.

3) Loans Outstanding

The loan book of the Company as at the end of the financial year 2024-25 was Rs.14,491.83 Crores as against Rs.13,513.37 Crores in the previous financial year.

4) Profits

The Company's profit before tax as at the end of the financial year 2024-25 was Rs.587.49 Crores as against Rs.524.72 Crores in previous financial year. The profit after tax was Rs.439.44 Crores as compared to Rs.394.70 Crores during the previous financial year.

Non-Performing Assets (NPA)

As of 31st March 2025, the gross NPA of the Company was Rs.472.91 Crores (previous year Rs.551.55 Crores) constituting 3.26% (previous year 4.08 %) of the total loans outstanding. Net NPA stood at 1.32% of the loan assets as of 31st March 2025 against 1.46% as of 31st March 2024. NPA is Excluding Interest Accrued.

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. The Company has complied and is meeting with principal business criteria for HFC as stipulated under Master Direction - Non-Banking Financial Company - Housing Finance Company (Reserve Bank) Directions, 2021 as amended from time to time. 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 reviewed on quarterly basis by Audit Committee and Board of the Company.

IRDAI Compliance

The Company is registered with the Insurance Regulatory and Development Authority of India (IRDAI) for carrying on insurance agency business and continues to be fully compliant with the applicable provisions of the Insurance Regulatory and Development Authority Act, 1999 and the IRDAI (Registration of Corporate Agent) Regulations, 2015, as amended from time to time.

As an insurance intermediary, the Company maintains all necessary records, data, and disclosures in accordance with the IRDAI guidelines and regulatory framework. Further, the Company has adopted a policy for maintenance, retention, and systematic destruction of records, as prescribed under the applicable IRDAI regulations.

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.BP.92/21.04.048/ 2017-18 dated November 02, 2017. The Registration has been renewed as required on an annual basis.

(ii) The Company is registered on TReDS Platform.

(iii) 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.

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

(v) 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 except for disclosure of credit rating.

SEBI Circulars on Investors related matters during the year under review:

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 3rd November, 2021, read together with the SEBI Circular No. SEBI/HO/ MIRSD/ MIRSD_RTAMB/P/CIR/2021/687 dated 14th 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.

Shareholders are requested to note that pursuant to SEBI circular dated 03rd November, 2021 (subsequently amended by circulars dated 14th December 2021, 16th March, 2023 and 17th November, 2023) mandated that the security holders (holding securities in physical form), whose folio(s) were not updated with the KYC details (any of the details viz., PAN; Contact Details; Mobile Number and Bank Account Details and signature, if any) shall be eligible for any payment including dividend, interest or redemption in respect of such folios, only through electronic mode with effect from 1st April, 2024.

SEBI vide their Circular No. SEBI/HO/MIRSD/POD-1/P/ CIR/2024/81 dated 10th June, 2024 has provided relaxation from non-submission of 'Choice of Nomination' for all existing demat accounts & mutual fund holders as well as the physical holders. Accordingly, SEBI has done away with freezing of Demat Accounts as well as Mutual Fund Folios for the existing security holders even if they do not submit their choice of nomination. Further, security holders holding securities in physical form shall be eligible for receipt of dividends, interest or redemption payments and can also lodge grievances to RTA even if choice of nomination is not submitted by them.

However, the existing security holders are encouraged to update their choice of nomination with their Depositories/Depository Participants considering the benefits of the same.

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

Your company is adhering to all circulars and guidelines issued during the year by SEBI on various matters to the extent applicable such as SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) regulations, 2024 dated 12th December, 2024; SEBI (Prohibition of Insider Trading) (Third Amendment) regulations, 2024; Industry Standards on Minimum information to be provided for review of the audit committee and shareholders for approval of a related party transaction; Industry standards on Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, etc. The Company has 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 31st March, 2025 was 37.09% (previous year 33.97%) which is well above the prescribed threshold limit of NHB.

(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.875.54 Crores (previous year Rs.1,160.57 Crores)

(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.9,246.36 Crores (previous year Rs.8,468.75 Crores).

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

The outstanding borrowings from Repatriates Cooperative Finance and Development Bank Ltd (Repco Bank) at the end of the financial year stood at Rs.1,026.12 Crores (previous year Rs. 1,069.30 Crores).

(iv) Secured Non-Convertible Debentures

The Company's rating for non-convertible debentures is AA- issued by M/s. ICRA Ltd. During the year, the Company has not issued any NCDs (previous year - Nil). The outstanding NCDs as of 31st March, 2025 is Nil (previous year -Nil). The Company has not redeemed any NCDs during the financial year 2024-25.

(v) Commercial Papers

The Company's rating for commercial paper is A1+ issued by M/s. ICRA Ltd., and CARE Ratings. During the year, the Company has not issued commercial paper. The net amount outstanding as of 31st March, 2025 is NIL (Previous year - Nil).

Unclaimed NCDs

As of 31st March, 2025 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 Master Direction - NBFC - Housing Finance Company (Reserve Bank) Direction 2021.

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.

The Company has not redeemed any NCDs during the financial year 2024-25 (Previous year - Nil).

Unclaimed Dividends

As of 31st March, 2025, dividend amounting Rs.9,13,341/- 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.74,882/- pertaining to the Financial Year 2016-17, was transferred to Investor Education and Protection Fund after giving due notice to the members. Further, during the year the Company has transferred 137 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 2024-25.

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 departmental heads and executive management.

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 2015 and in terms of NHB/RBI Directions. As of 31st March, 2025, the committee comprised of, Mr. Ramchandran Vaithianathan (Chairman), Mr. C.Thangaraju, Mr. Esthaki Santhanam, and Mr. Mrinal Kanti Bhattacharya. Further, the Risk Management Committee was reconstituted on 16th May, 2025 and now comprises Mr. Ramchandran Vaithianathan (Chairman), Mr. C. Thangaraju, Mr. Esthaki Santhanam, Mr. Mrinal Kanti Bhattacharya and Mr. Thangappan Karunakaran.

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). Generally, the CORMC meeting is held once in three months and based on requirement, meetings are held in addition to quarterly meeting. 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) is also formulated and meetings are held on a monthly basis to review the lending rate, ALM position, etc.

Human Resources

The objective of human resource development 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/ development 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 979 in-house training programmes and employees were also nominated for 27 external programmes.

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

As of 31st March, 2025 the number of employees on the rolls of the Company stood at 1256.

Expansion of branch network

The network of branches was expanded prudently after due identification of potential locations. The Company opened 15 new Branches and 9 Satellite centers during FY 2024-25 and upgraded 6 satellite centres as branches. As of the end of FY 2024-25, the network tally stood at 233 spread across 12 States and 1 Union territory, comprising 189 Branches and 44 Satellite centres.

Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI ACT)

During the year, your Company initiated action against 3657 (numbers) defaulting borrowers under the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest ("SARFAESI") Act, 2002 and recovered Rs.206.91 Crores from borrowers. Out of the above amount, Rs.15.50 Crores (previous year Rs.22.82 Crores) was recovered by way of sale of assets under SARFAESI. Apart from this, Rs.15.48 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, no complaint was received by the ICC.

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 (CSR) Committee of Directors comprising of Mr. C.Thangaraju (Chairman), Mr. Esthaki Santhanam, and Mrs. Usha Ravi as on 31st March, 2025 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. Further, the CSR committee was reconstituted in 16th May, 2025 and now comprises of Mr. C.Thangaraju (Chairman), Mr. Esthaki Santhanam, Mrs. Usha Ravi, Mr. Mrinal Kanti Bhattacharya and Mr. Thangappan Karunakaran.

This Committee envisages the activities to be undertaken in pursuance of CSR initiatives. During the year the Company spent a sum of Rs.7.86 Crores towards CSR initiatives including the amount of Rs.1.40 Crores earmarked towards ongoing projects and the remaining unspent CSR amount towards ongoing project

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 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 202425.

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. As of 31st March, 2025, the Board of Directors of your Company comprised 6 Directors; viz. four (4) Independent Directors out of which one (1) is a women Independent Director, two (2) Non-Executive Directors & Non-Independent Directors. The Chairman of the Board is a Non-Executive Director & Non-Independent Director.

Details of Board of Directors along with Key Managerial Personnel as of 31st March, 2025 is mentioned below:

Number of Meetings of Board:

Five meetings of the Board were held during the year under review. For details of meetings of the Board, please refer to the Corporate Governance Report, which forms part of this Annual report.

Director(s) Retiring by Rotation:

Mr. C.Thangaraju (DIN 00223383), is retiring by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The resolution for his 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.

Cessation of Director

Mr. Ramamurthi Swaminathan, (DIN: 09745616) resigned as Non-Executive and Independent Director of the Company on 30th July, 2024, due to personal reasons. There is no material reason for his cessation other than cited herein.

End of tenure of Director

Tenure of Mr. Swaminathan Kuppuswamy (DIN: 06485385) as Managing Director & Chief Executive Officer of the Company ended on 20th February, 2025. Accordingly, he retired from the directorship of the company by the close of business on 20th February, 2025.

Withdrawal of Nomination of Director

Repatriates Cooperative Finance and Development Bank Limited (Repco Bank) had withdrawn the nomination of Mr. Anant Kishore Saran (DIN: 07582025) as Nominee Director of the Company with effect from 29th March, 2025. Accordingly, he ceased to be a Nominee Director on the Board of the Company with effect from

29th March, 2025. There is no material reason for his cessation other than cited herein.

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 Annual 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 (Listing Obligations and Disclosure Requirements) 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. Further, there has been no change in the circumstances which may affect their status as Independent Director during the year. The Independent Directors appointed are persons of high repute, integrity and possesses the relevant expertise, experience and proficiency. The terms and conditions of appointment of the Independent Directors are placed on the website of the Company.

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

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Ankush Tiwari, Company Secretary & Compliance

Officer, and Mrs. Shanthi Srikanth, Chief Financial Officer are the Key Managerial Personnel of the Company as on 31st March, 2025. Mr. Thangappan Karunakaran was appointed as Managing Director and CEO classified as Key Managerial Personnel of the Company w.e.f. 11th April, 2025.

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

• Mrs. K. Lakshmi, Chief Financial Officer of the Company resigned from the services of the Company and was relieved with effect from the end of business hours on 6th September, 2024.

• Mrs. Shanthi Srikanth was appointed as the Chief Financial Officer of the Company with effect from 20th November, 2024.

• The term of Mr. Swaminathan Kuppuswamy (DIN: 06485385) as Managing Director & CEO of the Company ended on 20th February, 2025.

Senior Management

Senior Management of the Company includes Managing Director & CEO, Chief Operating Officer, Chief Development Officer, Chief Business Officer, Company Secretary & Compliance Officer, All General Managers, Chief Financial Officer, Head of Internal Audit, Chief Compliance Officer and Chief Risk Officer.

The changes in the Senior Management of the Company during the year under review are given below:

1. Mrs. K. Lakshmi, Chief Financial Officer of the Company resigned from the services of the company and was relieved with effect from the end of business hours on 6th September, 2024.

2. Mrs. Shanthi Srikanth was appointed as the Chief Financial Officer of the Company with effect from 20th November, 2024. She resigned from the post of Chief Risk Officer with effect from 20th November, 2024 on her joining as Chief Financial Officer of the company.

3. Mr. Ankush Tiwari resigned as Chief Compliance Officer of the company with effect from 31st December, 2024. He continues to act as the Company Secretary & Compliance Officer designated as a Key Managerial Personnel and Senior Managerial Personnel of the company.

4. Mr. A. Arumugom was appointed as the interim Chief Risk Officer of the company with effect from 12th February, 2025.

5. The term of Mr. Swaminathan Kuppuswamy (DIN: 06485385) as Managing Director & CEO of the company ended on 20th February, 2025.

6. Mrs. D. Sireesha Rani was appointed as the Chief Compliance Officer of the Company with effect from 29th March, 2025.

Policy on directors' appointment and remuneration and other details

The Company's policy on appointment of Directors and remuneration is hosted on the Company's website at https://www.repcohome.com/policies-and-codes

In addition, the Company's policy on appointment of Directors and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 has been disclosed in the Corporate Governance Report, which forms part of this Annual report and is also available on the Company's website at https://www.repcohome.com/policies-and-codes

Statutory Auditors

At 24th Annual General Meeting held on 2nd August 2024, the shareholders appointed M/s. R. Subramanian and Company LLP, Chartered Accountants, (Firm Registration No. 004137S/ S200041) as Statutory Auditors for a term of three consecutive years to hold office from the conclusion of 24th Annual General Meeting till the conclusion of 27th Annual General Meeting.

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

Audit and Internal Auditors

National Housing Bank conducts inspection of your Company on an annual basis. During the year, the NHB conducted regular inspection of your Company from 14th October, 2024 to 28th October, 2024 for the position of financial year 2023-24.

The Company had appointed Mr. Vaidyanathan Iyer as Internal auditor for FY 2024-25.

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 31st March, 2025, 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 31st March, 2025 and of the profit of the Company for that period;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of 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 Companies Act, 2013 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 2024-25, 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 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.

The Internal Audit Department and Head of Internal Audit 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/annual-return

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. The Secretarial Auditor has not made any adverse comments or given any qualification, reservation or adverse remarks in their Audit Report.

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 2nd February, 2019, and the said report has been submitted to the Stock Exchanges.

In compliance with Regulation 24A of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 and Section 204 of the Companies Act, 2013, the Board at its meeting held on 27th June, 2025 based on recommendation of the Audit Committee, has approved the appointment of M/s. G Ramachandran & Associates (PR No:2968/2023) Practising Company Secretaries, a peer reviewed firm as Secretarial Auditor of the Company for a term of five consecutive years commencing from FY 2025-26 till FY 2029-30, subject to approval of the Members at the ensuing Annual General Meeting.

Secretarial Standards

During the financial year 2024-25, the Company complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

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 SEBI (Listing Obligations and Disclosure Requirement) Regulation, 2015.

There are no transactions under the ambit of section 188 of the Companies Act, 2013. The disclosure of particulars of contracts/ arrangements entered by the Company with related parties referred to in Section 188 of the Act in Form AOC-2 is annexed as Annexure-6.

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 31st March, 2025 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.

Maintenance of Cost Records

Being a housing finance company, the Company is not required to maintain cost records as per sub-section (1) of Section 148 of the Companies Act, 2013.

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 Annual 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 Annual 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 manner is based on the Guidance Note on Board Evaluation issued by SEBI on 05th 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 8th February, 2025 and 10th March, 2025, without the presence 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 Company received three whistle blower complaints in the financial year 2025-26 till 15th June, 2025 and the same are being processed as per policy 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 by the Company

Pursuant to NHB Circular on Guidelines on Reporting and Monitoring of Frauds in Housing Finance Companies dated 05th February 2019, the Company has reported 2 fraudulent cases (Previous Year-1 fraudulent cases) to NHB. The Amount related to fraud is Rs.71.63 Lakhs (Previous Year - Rs.1.15 Lakhs). All efforts are being made to recover the maximum amount possible.

Fraud Reported by Auditors

During the FY 2024-25, neither the Statutory Auditors nor the Secretarial Auditor has noticed or reported to the Audit Committee/Board or Central Government any instances of material fraud by the Company or on the Company under Section 143(12) of the Companies Act, 2013.

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 2024-25 have already been paid to the Stock Exchanges. Further, the Annual Listing fees for the year 2025-26 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 2024-25, 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.

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

In Financial Year 2024-25, the Company undertook a comprehensive Digital Transformation initiative, rolling out several applications and features aimed at enhancing experiences for both customers and employees. A key milestone was the implementation of a deduplication feature in the Loan Lifecycle Management System, ensuring rigorous due diligence during the credit appraisal process. Additionally, software solutions for Goods & Services Tax and the Bank Reconciliation System were introduced to streamline operations for the Finance team.

Audit Management System, incorporating various internal audit methodologies was also implemented in a phased manner. To enhance employee experience, a Human Resource Management System (HRMS) was launched, covering key functionalities such as employee lifecycle management, payroll and time & attendance. Further enhancements and features within the HRMS are planned for Financial Year 2025-26.

Moreover, a mobile application was launched for Direct Selling Agents, Field Investigators, and Field Collectors to facilitate smooth business operations.

The Company continues to drive various technology initiatives, with ongoing development in areas including the Customer Mobile Application and Portal, Treasury System, Asset and Liability Management System, Securitization, Anti-Money Laundering and Enterprise Data Warehousing, which will be rolled out during Financial Year 2025-26. In line with regulatory requirements, features such as Interest Calculations and Key Fact Statements were also successfully implemented.

Recognizing the increasing deployment of interactive applications, the Company has engaged a reputed third-party vendor to conduct Vulnerability Assessment and Penetration Testing (VAPT) and Source Code Review for new application as they come. VAPT was also performed on the Company's website following the addition of new features, ensuring protection against potential security threats.

Furthermore, in response to business growth and the expansion of branch operations, security features are enhanced with the latest technological advancements.

The company conducts periodical DR Drills to ensure business continuity in case of any eventuality.

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.

Environmental, Social, and Governance (ESG):

As part of our unwavering commitment to driving positive societal impact, Repco Home Finance Limited (RHFL) continues to integrate Environmental, Social, and Governance (ESG) principles into every aspect of our operations. With the ever-growing global emphasis on sustainability, corporate responsibility, and transparency, RHFL remains dedicated to fulfilling our mission of empowering underserved communities through accessible housing finance while simultaneously enhancing social welfare.

Environmental Responsibility

While our core business of home financing does not directly impact environmental resources, we recognize the significance

of sustainable practices in every sphere of our operations. RHFL through Green Home Loan Scheme encourages homebuyers to invest in energy-efficient, eco-friendly housing solutions, thereby contributing to long-term environmental sustainability. Additionally, our operational practices continue to focus on minimizing our carbon footprint, reducing waste, and promoting responsible resource consumption in our offices and facilities.

Social Impact

At RHFL, our focus on financial inclusion is central to our social responsibility. We remain steadfast in providing access to home financing for individuals in Economically Weaker Sections (EWS) and Low Income Groups (LIG), including those with limited or no access to formal financial services. In addition to offering affordable home loans, we guide our customers through the complexities of insurance options, government subsidies, and financial literacy to ensure their long-term security. Furthermore, our holistic approach extends to specialized support for elderly individuals, people with disabilities, and illiterate clients, ensuring they receive personalized care and attention.

Our corporate social responsibility (CSR) projects reflect our commitment to building stronger communities. In FY 202425, RHFL supported a wide range of initiatives in areas such as healthcare, education, rural development, etc. Our CSR initiatives reached vulnerable groups, underscoring our focus on inclusive development.

Governance Practices

Transparency, integrity, and accountability are at the heart of RHFL's governance framework. We adhere to robust corporate governance policies, ensuring that our business operations are conducted in compliance with international standards. Our commitment to ethical conduct is reflected in our vigilant whistleblower policies and our zero-tolerance approach towards discrimination, harassment, and unethical behaviour. We also continue to promote gender equality, diversity, and inclusion within our workforce, ensuring equal opportunity for all employees and contractors. Our Board and leadership maintain a strong focus on long-term value creation, ensuring that our ESG goals are seamlessly integrated into our business strategy.

We are proud of the progress we have made thus far, but we understand that the journey toward greater sustainability and inclusivity is ongoing. As we move forward, RHFL remains committed to expanding our ESG efforts, working hand-in-hand with our stakeholders to build a more equitable and sustainable future.

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, 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.

Related Party Transaction Policy

As required by Master Direction - Non-Banking Financial Company, Housing Finance Company (Reserve Bank) Directions, 2021 a policy on transactions with Related Parties is given as Annexure-7' 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 8.

Acknowledgements

Your Directors would like to thank Repatriates Cooperative Finance and Development Bank Limited (Repco Bank), Promoter of the company and Ministry of Home Affairs, Government of India 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 and 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.