About Can Fin Homes Ltd

Can Fin Homes Ltd. (CFHL), is a leading housing finance institution approved by National Housing Bank (NHB), the apex authority of housing in the country. The Company offer housing loans for individual homes and affordable housing along with composite, and top-up loans. It offers non-housing loans including mortgage loans, site loans, loans for commercial properties, personal loans, and education loans. It accepts Fixed and Cumulative Deposits, as per the rules of the National Housing Bank (NHB). The Company has a pan India presence with 172 Branches, 21 Affordable Housing Loan Centres and 12 Satellite Offices spread over 21 States and Union Territories. The Company is a key player in Housing Finance Sector in India and one of the few institutions permitted by the Regulator NHB to accept Public Deposits. It is presently extending Housing Loans and Mortgage Loans at competitive interest rates both to Salaried and SENP category of borrowers, designed to cater to their individual needs. Can Fin Homes Ltd was incorporated on October 29, 1987 by Canara Bank in association with reputed financial institutions including HDFC and UTI. The company was set up in Bangalore with the mission of promoting Home Ownership and increasing Housing Stock all over the country. In the year 1992, the company opened a branch at Bhubaneshwar in the state of Orissa. In the year 1993, they opened a branch at Lucknow in the state of Uttar Pradesh. Also, they introduced scheme called 'In-Principle Sanction'. In the year 1997, the company opened new branches at Ahmedabad, Chandigarh, Cochin and Patna. In the year 1999, they introduced a new deposit scheme called 'Abhivridhi Deposit scheme' the deposit amount gets doubled in 65 months. The company was selected by National Housing Bank as one of the participants in the pilot issue of mobilization of resources through Mortgage Backed Securities. Also, they launched an Interactive Website, www.canfinhomes.com providing relevant information to the aspirants to own a Home, apart from details of deposit schemes of the company etc. In the year 2001, National Housing Bank (NHB) signed a pact with the company and LIC Housing Finance Ltd for their second round of securitization for housing loans worth Rs 137.63 crore. In the year 2003, the company unveiled Can Fin Home Loan Fair in Kerala. In the year 2004, they launched a new product, Personal Loan Scheme, for existing borrowers. In the year 2005, they set up a new branch office at Hyderabad. During the year 2008-09, Canara Bank, the sponsor bank of the company acquired through secondary market 1,023,772 Nos of equity shares in the company aggregating to 5% (approx) of the total shares/ voting rights. The share holding by Canara Bank as at the end of the year was 40.35%. During the year 2009-10, Canara Bank, the sponsor bank of the company acquired through secondary market 400,017 Nos of equity shares in the company aggregating to 1.95% (approx) of the total shares/ voting rights. The share holding by Canara Bank as at the end of the year was 42.332%. During the year 2013-14, 14 new branches (10 in South and 04 in other regions) were opened by the Company in different states across the country, located in major cities, taking the total number of branches to 83 against 69 branches as at the end of previous year. During the FY 2014-15, 24 new branches were opened by the Company in different states across the country, taking the total number of branches to 107. The Company introduced the concept of Satellite Offices' by which many branches in metropolitan/tier-II cities can source business from additional locations (within 30 km radius of main branch) apart from providing doorstep service to existing/potential customers with lower operating costs considering the smaller unit size. With due consideration to the views expressed by the Members of the Company at the previous Annual General Meetings, the confidence reposed by members in the Company, business growth and the need to induce capital to meet Capital Adequacy Requirements, the Company issued 61,45,575 equity shares of face value of Rs 10/- each for cash at Rs 450 each (including a premium of Rs 440 per share), in consultation with the issue's Lead Managers. The issue has been fully subscribed and your Company raised/received Rs. 276.07 crore and accounted Rs. 273.39 crore as capital (less issue expenses of Rs. 2.68 crore) on 13 March 2015. During FY15-16, the Company in different States across the country, taking the total number of branches to 110. Besides, it opened 20 new Satellite Offices across the country in FY 15-16 to take the tally of Satellite Offices from 10 to 30 as on March 31, 2016. The total number of branches / satellite offices as on March 31, 2016 stood at 140. For the year FY 16-17, the Company has envisaged opening branches/satellite offices in 35 locations, out of which 27 branches/satellite offices were opened on a single day viz., on April 21, 2016 and another 3 branches in May 2016. As at the end of FY16-17, CFHL has an expanded network of 170 outlets spread across 19 states comprising 124 branches, 10 AHLCs and 36 Satellite Offices. CFHL became the first HFC to start exclusive Affordable Housing Loan Centres in sync with the Housing for all' initiative by the Government. Canara Bank, following RBI instructions, sold a portion of their stake (13.45%) to M/s Calladium Investments Pte, Limited (an affiliate of GIC Singapore) holding 30.57% stake as at the end of the FY2016-17. During FY18, 9 new branches and 4 satellite offices were opened and 10 Satellite offices were upgraded to Affordable Housing Loan Centres (AHLCs), which exclusively provide smaller ticket size Loans under Credit Linked Subsidy Scheme (CLSS)(Pradhan Mantri Awas Yojana), Loans under Urban Housing (LUH) and Loans under Rural Housing (LRH) schemes. Under this initiative, the second tranche of 10 AHLCs were opened during FY18 by upgrading existing satellite offices. As at the end of FY18, the Company has an expanded network of 173 outlets spread across 19 states comprising 133 branches, 20 AHLCs and 20 Satellite Offices. During FY19, 22 new branches were opened and 1 Satellite Office was upgraded to Affordable Housing Loan Centre (AHLC), for exclusively providing smaller ticket size Loans under Credit Linked Subsidy Scheme (CLSS) (Pradhan Mantri Awas Yojana), Loans under Urban Housing (LUH) and Loans under Rural Housing (LRH) schemes. As at the end of FY19, the Company has an expanded network of 189 outlets spread across 21 states comprising 154 branches, 21 AHLCs and 14 Satellite Offices. During the year 2019, CFHL added 9 branches at Ballari, Mancherial, Pollachi, Thanjavur, Srikakulam, Theni, Hoskote, Haveri and Solapur. During FY21, due to Covid-19 related restrictions, only 4 new branches were opened. At the end of FY'21, Company has an expanded network of 200 branches spread across 21 states comprising 186 branches and 14 Satellite Offices. In FY'22, only 4 new branches were opened and Yeshwanthpur (Bengaluru) Satellite office got upgraded as a branch. As at the end of FY'22, Company has an expanded network of 200 branches spread across 21 states comprising 187 branches and 13 Satellite Offices. During FY 2022-23, the Company opened five new branches and upgraded Vidyaranyapura Satellite office as a branch. As at the end of FY' 23, Company has an expanded network of 205 branches spread across 21 states comprising 172 branches and 12 Satellite Offices. The two western regions of India, namely Mumbai Metropolitan Region (MMR) and Pune, emerged as the leading cities in terms of real estate sales among the top seven cities, accounting for more than 48% of the total sales. Additionally, the number of new launches across the top seven cities exceeded 100,000 units. During FY' 23, the Company's Loan Book Portfolio stood at Rs 31,563 crore. The borrowings of the Company as of March 31, 2023, stood at Rs. 29068 crore. The Gross NPA of Company as at March 31, 2023 was Rs 173.85 Crore.

Can Fin Homes Ltd Chairman Speech

It is with great pleasure and a deep sense of responsibility that I address you all.

I am privileged to lead your company and excited about the opportunities and challenges that lie ahead.

With the rapid pace of urbanization, increasing affordability and the government's supportive measures for affordable housing and mid-segment housing, the growth potential for housing finance companies (HFCs) is tremendous. A significant portion of India's population - around 66%, is under the age of 35 and the urban population is expected to reach 50% by 2030. HFCs are well-positioned to capitalize on this trend, offering superior customer service and catering to customers that larger financial institutions may struggle to serve. The COVID-19 pandemic has also fuelled demand as consumers have shifted their preferences from rental housing towards home ownership.

During the FY 2022-23, the company has shown positive performance on various aspects. Disbursement growth for the year was 8% and the portfolio witnessed a growth of 18% in AUM. Notably, the NPA levels have decreased, with gross NPA reducing from 0.64% to 0.55% and net NPA decreasing from 0.30% to 0.26%. Collections and recovery efforts have been fruitful, resulting in reduced NPA figures. Conservative provisioning has further enhanced the provision coverage ratio. On the interest front, while rates have increased, the impact on the asset side is yet to be fully reflected in the books. It is expected that the interest spread will marginally improve in the coming quarters as the impact of the rate hike unfolds.

As we continue to deliver performance, we also acknowledge that there are certain risks that we need to be mindful of in order to maintain our growth trajectory and protect our asset quality. We need to consider the impact of prepayments. There is a risk of slippage from our restructured book, which could impact our overall financial performance. We are closely monitoring and mitigating these risks to ensure the stability and resilience of our business operations.

In FY 2022-23, the Company's focus has been mainly on lending to individuals for home loans. Over the last decade, we have consistently maintained a significant share of home loans in our portfolio, reflecting our commitment to this segment. Despite the potential benefits of higher spreads and margins, we have made a deliberate choice to limit the proportion of loan against property (LAP). This decision showcases our prudent risk management practices and ensures that we maintain a strong foundation in the home loan segment. By staying true to our core expertise in home loans and carefully managing our loan book, we aim to deliver sustainable growth and minimize risk in our lending activities.

As a company, we have demonstrated our expertise in the housing finance sector by showcasing astute underwriting, strong risk management practices, and a commitment to deliver industry-leading AUM growth over the past decade. We take pride on being a process-driven organization and remain dedicated to uphold our ethos and trajectory in the ensuing time to come.

We attribute the strong customer base to our capable, reliable team and good service standards. Our branch heads and employees have direct interactions with customers, which fosters a strong, mutually beneficial association.

In our commitment to providing seamless services to our customers, we have embarked on the process of further improving the digital tools and technologies. Efficient automation and secure digital capabilities will further hone our operational efficiency. This will empower us to overcome challenges with resilience. Introduction of enhanced and comprehensive bouquet of digital financial services would ensure convenient and secure transactions for our valued customers.

We continue to demonstrate the judicious management of our liabilities, with an effective mix of debt markets and bank borrowings. Our average cost of borrowings remains at 6.5%, and we are consistently delivering steady spreads over the past five years. We expect to maintain spreads and NIM during FY 2023-24 also.

Going ahead, our company has set ambitious goals for expansion, with plans to add 10-15 branches annually. Presently, approximately 65% of our loan book originates from the southern states. Looking ahead, we anticipate continued healthy growth in both the southern region and from other parts of India. By diversifying our presence across strategic markets, we aim to capture new opportunities and strengthen our market position across geographies.

I would like to express my heartfelt gratitude to all stakeholders, including the National Housing Bank, Reserve Bank of India (RBI), Canara Bank and all regulatory agencies, for their unwavering support.

With the continued support and cooperation of our esteemed shareholders, I am sure that the Company will grow and prosper further.

Regards

MD & CEO.

Can Fin Homes Ltd Company History

Can Fin Homes Ltd. (CFHL), is a leading housing finance institution approved by National Housing Bank (NHB), the apex authority of housing in the country. The Company offer housing loans for individual homes and affordable housing along with composite, and top-up loans. It offers non-housing loans including mortgage loans, site loans, loans for commercial properties, personal loans, and education loans. It accepts Fixed and Cumulative Deposits, as per the rules of the National Housing Bank (NHB). The Company has a pan India presence with 172 Branches, 21 Affordable Housing Loan Centres and 12 Satellite Offices spread over 21 States and Union Territories. The Company is a key player in Housing Finance Sector in India and one of the few institutions permitted by the Regulator NHB to accept Public Deposits. It is presently extending Housing Loans and Mortgage Loans at competitive interest rates both to Salaried and SENP category of borrowers, designed to cater to their individual needs. Can Fin Homes Ltd was incorporated on October 29, 1987 by Canara Bank in association with reputed financial institutions including HDFC and UTI. The company was set up in Bangalore with the mission of promoting Home Ownership and increasing Housing Stock all over the country. In the year 1992, the company opened a branch at Bhubaneshwar in the state of Orissa. In the year 1993, they opened a branch at Lucknow in the state of Uttar Pradesh. Also, they introduced scheme called 'In-Principle Sanction'. In the year 1997, the company opened new branches at Ahmedabad, Chandigarh, Cochin and Patna. In the year 1999, they introduced a new deposit scheme called 'Abhivridhi Deposit scheme' the deposit amount gets doubled in 65 months. The company was selected by National Housing Bank as one of the participants in the pilot issue of mobilization of resources through Mortgage Backed Securities. Also, they launched an Interactive Website, www.canfinhomes.com providing relevant information to the aspirants to own a Home, apart from details of deposit schemes of the company etc. In the year 2001, National Housing Bank (NHB) signed a pact with the company and LIC Housing Finance Ltd for their second round of securitization for housing loans worth Rs 137.63 crore. In the year 2003, the company unveiled Can Fin Home Loan Fair in Kerala. In the year 2004, they launched a new product, Personal Loan Scheme, for existing borrowers. In the year 2005, they set up a new branch office at Hyderabad. During the year 2008-09, Canara Bank, the sponsor bank of the company acquired through secondary market 1,023,772 Nos of equity shares in the company aggregating to 5% (approx) of the total shares/ voting rights. The share holding by Canara Bank as at the end of the year was 40.35%. During the year 2009-10, Canara Bank, the sponsor bank of the company acquired through secondary market 400,017 Nos of equity shares in the company aggregating to 1.95% (approx) of the total shares/ voting rights. The share holding by Canara Bank as at the end of the year was 42.332%. During the year 2013-14, 14 new branches (10 in South and 04 in other regions) were opened by the Company in different states across the country, located in major cities, taking the total number of branches to 83 against 69 branches as at the end of previous year. During the FY 2014-15, 24 new branches were opened by the Company in different states across the country, taking the total number of branches to 107. The Company introduced the concept of Satellite Offices' by which many branches in metropolitan/tier-II cities can source business from additional locations (within 30 km radius of main branch) apart from providing doorstep service to existing/potential customers with lower operating costs considering the smaller unit size. With due consideration to the views expressed by the Members of the Company at the previous Annual General Meetings, the confidence reposed by members in the Company, business growth and the need to induce capital to meet Capital Adequacy Requirements, the Company issued 61,45,575 equity shares of face value of Rs 10/- each for cash at Rs 450 each (including a premium of Rs 440 per share), in consultation with the issue's Lead Managers. The issue has been fully subscribed and your Company raised/received Rs. 276.07 crore and accounted Rs. 273.39 crore as capital (less issue expenses of Rs. 2.68 crore) on 13 March 2015. During FY15-16, the Company in different States across the country, taking the total number of branches to 110. Besides, it opened 20 new Satellite Offices across the country in FY 15-16 to take the tally of Satellite Offices from 10 to 30 as on March 31, 2016. The total number of branches / satellite offices as on March 31, 2016 stood at 140. For the year FY 16-17, the Company has envisaged opening branches/satellite offices in 35 locations, out of which 27 branches/satellite offices were opened on a single day viz., on April 21, 2016 and another 3 branches in May 2016. As at the end of FY16-17, CFHL has an expanded network of 170 outlets spread across 19 states comprising 124 branches, 10 AHLCs and 36 Satellite Offices. CFHL became the first HFC to start exclusive Affordable Housing Loan Centres in sync with the Housing for all' initiative by the Government. Canara Bank, following RBI instructions, sold a portion of their stake (13.45%) to M/s Calladium Investments Pte, Limited (an affiliate of GIC Singapore) holding 30.57% stake as at the end of the FY2016-17. During FY18, 9 new branches and 4 satellite offices were opened and 10 Satellite offices were upgraded to Affordable Housing Loan Centres (AHLCs), which exclusively provide smaller ticket size Loans under Credit Linked Subsidy Scheme (CLSS)(Pradhan Mantri Awas Yojana), Loans under Urban Housing (LUH) and Loans under Rural Housing (LRH) schemes. Under this initiative, the second tranche of 10 AHLCs were opened during FY18 by upgrading existing satellite offices. As at the end of FY18, the Company has an expanded network of 173 outlets spread across 19 states comprising 133 branches, 20 AHLCs and 20 Satellite Offices. During FY19, 22 new branches were opened and 1 Satellite Office was upgraded to Affordable Housing Loan Centre (AHLC), for exclusively providing smaller ticket size Loans under Credit Linked Subsidy Scheme (CLSS) (Pradhan Mantri Awas Yojana), Loans under Urban Housing (LUH) and Loans under Rural Housing (LRH) schemes. As at the end of FY19, the Company has an expanded network of 189 outlets spread across 21 states comprising 154 branches, 21 AHLCs and 14 Satellite Offices. During the year 2019, CFHL added 9 branches at Ballari, Mancherial, Pollachi, Thanjavur, Srikakulam, Theni, Hoskote, Haveri and Solapur. During FY21, due to Covid-19 related restrictions, only 4 new branches were opened. At the end of FY'21, Company has an expanded network of 200 branches spread across 21 states comprising 186 branches and 14 Satellite Offices. In FY'22, only 4 new branches were opened and Yeshwanthpur (Bengaluru) Satellite office got upgraded as a branch. As at the end of FY'22, Company has an expanded network of 200 branches spread across 21 states comprising 187 branches and 13 Satellite Offices. During FY 2022-23, the Company opened five new branches and upgraded Vidyaranyapura Satellite office as a branch. As at the end of FY' 23, Company has an expanded network of 205 branches spread across 21 states comprising 172 branches and 12 Satellite Offices. The two western regions of India, namely Mumbai Metropolitan Region (MMR) and Pune, emerged as the leading cities in terms of real estate sales among the top seven cities, accounting for more than 48% of the total sales. Additionally, the number of new launches across the top seven cities exceeded 100,000 units. During FY' 23, the Company's Loan Book Portfolio stood at Rs 31,563 crore. The borrowings of the Company as of March 31, 2023, stood at Rs. 29068 crore. The Gross NPA of Company as at March 31, 2023 was Rs 173.85 Crore.

Can Fin Homes Ltd Directors Reports

The financial performance for the FY 2022-23 is summarised here below:

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

(ii) The interim dividend of Rs.1.50 per equity share of face value of Rs.2/- each paid by the Company during December 2022 has been accounted.

(iii) The proposed dividend of Rs.2/- per equity share is not recognised as liability in the annual accounts as at March 31, 2023 (in compliance with IND AS 10 - events occurring after the Balance sheet date). The same will be considered as liability on approval by the Members at the 36^th Annual General Meeting.

* For the FY 2022-23 the proposed final dividend of Rs.2 per equity share is subject to approval of shareholders at the 36^th Annual General Meeting.

During the FY 2022-23, Can Fin Homes Limited has performed well to record the highest ever sanctions and disbursements. The Loan book surpassed Rs.31,500 Crore and the NPA percentage was reduced from 0.64% (FY 202122) to 0.55% (FY 2022-23).

The Company has sanctioned Rs.9,307 Crore in FY 202223 as against Rs.8,896 Crore during the previous year.

Since inception, the cumulative loan sanctions of your Company stood at Rs.66,805 Crore at the end of the FY 2022-23.

Average ticket size of incremental housing loans and non-housing loans were Rs.25 Lakh and Rs.8 Lakh, respectively.

Disbursements during the year amounted to Rs.8,947 Crore as ag ainst Rs.8,279 Crore during FY 2021-22.

The cumulative loan disbursements from inception to the end of the FY 2022-23 was Rs.60,806 Crore.

The total loan book as at March 31, 2023 was Rs.31,563 Crore, recording a growth of around 18% over last year (previous year Rs.26,711 Crore). At a portfolio level, housing loans constitute 79%, non-housing loans comprised 21%.

The Gross NPA of your Company as at March 31, 2023 was Rs.173.85 Crore (previous year Rs.170.59 Crore). The net NPA as at March 31, 2023 was Rs.82.95 Crore (previous year Rs.80.71 Crore). The gross NPA percentage as at March 31, 2023 stood at 0.55% compared to 0.64% as at March 31, 2022.

Your Directors are happy to inform that during the year under review, your Company recorded an Operating Profit of Rs.865.79 Crore (previous year Rs.682.00 Crore), Profit Before Tax (PBT) of Rs.824.03 Crore (previous year Rs.635.06 Crore) and Profit After Tax (PAT) of Rs.621.21 Crore (previous year Rs.471.11 Crore).

During the year Company has made provisions for standard assets amounting to Rs.40.71 Crore (including management overlay amounting to Rs.17 crore). Provision for standard assets was Rs.34.45 Crore during the previous year.

Provision was made for Non-performing assets amounting to Rs.1.03 Crore (previous year Rs.22.29 Crore). Provisions for Tax Expenses (including Deferred Tax) amounting to Rs.202.82 Crore (previous year Rs.163.95 Crore) was made.

For reserves during the year, please refer 'Statement of changes in equity' for the period ended March 31, 2023 in the Notes forming part of Financial Statements.

Your Company has a consistent track record of dividend payments.

While recommending the dividend, your directors have considered applicable NHB and RBI guidelines, Long term growth plans of the Company, minimum capital requirements and net NPA ratio, etc. Your directors, after giving due consideration to Capital Adequacy requirements, deferred tax liability, its impact on financial markets, the resultant impact on the Company and the Dividend Distribution Policy, have recommended a final dividend of Rs.2/- per equity share (100%), for the financial year ended March 31, 2023, subject to the approval of the Shareholders at the ensuing Annual General Meeting of the Company.

The Board of Directors at their meeting held on November 28, 2022 had declared and paid the Interim dividend of Rs.1.50 per share (75%), for equity share of face value of Rs.2/- each.

The total amount of dividend (Interim and Final) recommended for payment/paid for the year under review is Rs.46.60 Crore. As per section 194 of Income Tax Act, the Company is required to deduct Tax at Source (TDS) @ 10% on dividend payment if the aggregate dividend amount exceeds Rs.5,000/-. However, no TDS shall be deducted for dividend payment to any Insurance Company and Mutual Funds specified u/s 10(23D) of Income Tax Act. Moreover, as per section 195 of the Act, TDS is required to be deducted @ 20% plus surcharge on payment of Dividend to NonResidents. The Dividend Distribution Policy as required under regulation 43A of SEBI (LODR) Regulations, 2015, is available on the website of the Company (web link https://www.canfinhomes.com/pdf/DIVIDEND- DISTRIBUTION-POLICY-2022-23.pdf).

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 five new branches during FY 202223 and upgraded Vidyaranyapura Satellite office as a branch. As at the end of FY 2022-23, the branch network tally stood at 205, spread across 21 States comprising 193 Branches and 12 Satellite Offices.

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

In order to improve operational efficiency, your Company has implemented Central Know Your Customer (CKYC) software, perfios and web-based Application software for Inspection & Audit. The website of your Company is interactive and user friendly.

Digitalization measures enabled your Company to connect and engage with Customers for business and collections.

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

The Business Continuity Plan is tested to address disruption risks in the event of an unforeseen situation and to continue operations smoothly.

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

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

Your Company is in the process of technology transformation by upgradation of digital technology and Core Banking System, aiming at improved efficiencies and increased revenue.

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

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

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

Under the NHB refinance scheme, your Company had got fresh refinance sanction amounting to Rs.1,500 Crore and the same was availed in full during the year under review. Your Company also availed an amount of Rs.1,000 Crore during the year out of unutilised balance of Rs.2,200 Crore, which was sanctioned during the previous year.

During the year, borrowings were diversified through a combination of short-term and long-term loans considering the asset liability management position and to minimize the overall cost of funds. To diversify risks within banks, the Company had exposure from Private and Public Sector Banks. The aggregate bank borrowings (term loans plus overdraft) as at the end of the financial year stood at Rs.15,674.64 Crore; the overall borrowings are within regulatory ceiling of 12 times of the Net Owned Funds.

The overall cost of borrowings from banks was 6.53% p.a. as at March 31, 2023. During the year, the longterm 'rating' of the Company for term loans was [ICRA] AA+, signifying high degree of safety regarding timely servicing of financial obligations.

The Company raised NCDs amounting to Rs.2,236 Crore (previous year Rs.2,135 Crore). The debentures were secured by way of floating charge on the assets i.e., loan receivables specifically earmarked for the purpose, in favour of the Debenture Trustees. The investors to the NCDs are majorly insurance companies, public sector Banks, corporates, PF trusts, mutual funds and other investors of repute, indicating their safety perception of your Company's fundamentals and prospects.

The tenure of the outstanding NCDs ranges from 36 months to 39 months. The interest on these debentures was serviced regularly. The outstanding borrowings by way of Secured NCDs as at March 31, 2023 was Rs.4,896 Crore (previous year Rs.3,260 Crore). The average cost of NCDs was 7.09% p.a. The NCDs were rated, CARE AAA' (Stable) by CARE Limited and '[ICRA] AA+(Stable)' by ICRA Limited, signifying high degree of safety regarding timely servicing of financial obligations and very low credit risk. These NCDs were listed on the Wholesale Debt Market (WDM) segment of the National Stock Exchange of India Limited.

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

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

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

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

The Company confirms that the non-convertible debentures which became due for redemption, have been paid in full and there are no unclaimed or unpaid NCDs/UNCDs as on date.

Your Company mobilises funds through Commercial Paper (CP) for leveraging cost of borrowing to the extent of undrawn Bank limits. The outstanding at the end of FY 2022-23 was Rs.1,350 Crore (previous year Rs.2,795 Crore). The effective cost of funds raised through CP during the year was 5.67% p.a. The CP issued by your Company was rated at the maximum [ICRA] A1+ by ICRA Ltd., and CARE A1+' by CARE Limited. Instruments with this rating are considered to have very strong degree of safety regarding timely payment of financial obligations.

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

During the year your Company accepted new deposits amounting to 201.69 Crore (Previous year Rs.266.94 Crore). The outstanding balance of deposits (including interest accrued, but not due) as at March 31, 2023 was Rs.435 Crore (previous year Rs.505 Crore). The rate of interest on public deposits ranged from 4.5% p.a. to 7.25% p.a. while the overall cost (average) of deposits was 6.96% p.a. as at March 31, 2023.

As at March 31, 2023, a sum of Rs.11.94 Crore relating to 724 accounts of public deposits (H13.93 Crore as at March 31, 2022 relating to 759 accounts) remained unclaimed/overdue. Of this amount, a sum of Rs.4.92 Crore relating to 155 accounts (previous year Rs.7.18 Crore relating to 129 accounts) were claimed and renewed/settled up to May 31, 2023. Depositors were intimated regarding the maturity of deposits, with a request to either renew or claim their deposits. Where the deposit remains unclaimed, reminder letters/ SMS are sent to depositors periodically and follow up action is initiated through the concerned branch. Your Company has not defaulted in repayment of deposits or interest during the year. The Company has complied with the requirements under Chapter V of the Companies Act, 2013 to the extent applicable'.

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

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

Your Company did not opt for securitisation during the year under review. There were no securitised assets outstanding as at March 31, 2023.

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

Further, Your Company is adhering to all the instructions, guidelines and circulars issued during the year by RBI on various matters such as scale based Regulations, credit ratings, outsourcing of Financial Services, regulatory restrictions on loans and advances, registration with LEI, compensation of Key Managerial Personnel (KMP) and Senior Management, investment grade credit rating for accepting public deposits, reporting of exit of Senior Management Personnel (SMP) and/ or Non-Executive Directors (NEDs) and succession planning and outsourcing of financial services, to the extent applicable.

NHB vide circular dated December 29, 2022 has implemented the XBRL based reporting platform namely Centralised Reporting and Management information System (CRaMIS) for ease of data submission and more efficient data collection and advised all the HFCs to submit the returns which are due for submission as on December 31, 2022 through the XBRL based CRaMIS Portal. Your Company has successfully registered on CRaMIS portal on January 03, 2023. All the data/ returns are being uploaded on the CRaMIS portal from January 03, 2023.

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

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

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. The Company has in place, an appropriate policy on maintenance of records and destruction of old records as required under IRDA Guidelines.

RBI vide it's Circular No. RBI/2022-23/34 DOR.CRE. REC.28/21.04.048/2022-23 dated April 21, 2022 has inserted para "103A. Legal Entity Identifier for Borrowers" under "Chapter XIV of RBI Master Directions, 2021. As per the said para it was advised that non-individual borrowers enjoying aggregate exposure of Rs.5 crore and above from banks and financial institutions (FIs) shall be required to obtain LEI codes as per the prescribed timeline. The Company, had already obtained on April 04, 2018, the Legal Entity Identifier No.335800EJ9Y3XDP5ZDH81 under the erstwhile RBI/2017-18/82-DBR.No.BP.92/21.04. 048/2017- 18 dated November 02, 2017 as advised by NHB. The same has been renewed for the year 2023-24.

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

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

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

Your Company had sent letters to all shareholders holding shares in physical form and requested to furnish/update their valid PAN (PAN linked to Aadhar). As per the said Circulars, the folios wherein any one of the documents or details are not available on or after October 1, 2023, will be frozen by the RTA. The RTA will revert the frozen folios to normal status upon receipt of all the documents. Further, linking of PAN with Aadhaar has been made mandatory for all investors w.e.f. March 31, 2022.

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

As an on-going measure to enhance ease of dealing on security markets, SEBI has issued the following Circulars for efficient and investor friendly processes:

(i) Circular S E B I / Rs.O/M I RS D/M I R S D_ RTA M B/P/ CIR/2022/70 dated May 25, 2022 - Reviewed the process followed by the Registrars to an Issue and Share Transfer Agents and the Issuer companies for issuance of duplicate securities certificates. As per Para 4 of the abovementioned SEBI Circular, it was advised that the

listed company shall take special contingency insurance policy from the insurance company towards the risk arising out of the requirements relating to issuance of duplicate securities in order to safeguard and protect the interest of the listed company. In this regard, the Company has taken Special Contingency Policy.

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

(iii) Circular No. SEBI/HO/OIAE/2023/03391 dated January 27, 2023 issued a letter to all listed Companies and RTA's for generating awareness on availability of Dispute Resolution Mechanism at Stock Exchanges against Listed Companies /Registrar to an Issue and Share Transfer Agents (RTAs). In this regard it was advised that listed Companies shall co-ordinate with RTAs and shall arrange for sending SMS/ E-mail to all the investors who hold shares in physical form stating that if they have any dispute against the Company and/ or its Registrar and Share Transfer Agent (RTA) on delay or default in processing requests, as per SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR /2022/75 dated May 30, 2022, they can file for arbitration with Stock Exchange. Your Company has sent SMS, E-mails and registered post/speed post to their last known address of the physical shareholders to appraise them about the facility made available.

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

Your Company has complied with the requirements of the applicable provisions of the Companies Act, 2013 and related Rules during the FY 2022-23. As per the requirements under Section 92(3) of the Act and Rules framed thereunder, the extract of the Annual Return for FY 2022-23 is uploaded on the website of the Company and the same is available at 'Events' Page. The link for the same is https://www. canfinhomes.com/pdf/form-MGT-7-Provisional-2023. pdf. For more details regarding Compliances, please refer the Secretarial Audit Report enclosed to this Report as Annexure-1.

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

There are no material changes and commitments affecting the financial position of the Company which have occurred after March 31, 2023 till the date of this report.

The details of the activities undertaken by the Company as required under the provisions of the Companies Act, 2013 and related rules are provided in detail in Para 22 infra.

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

The activities undertaken by the Company under CSR are on pan India basis and the projects are executed through the Registered Office and branches of the Company at the respective locations. The total amount/ budget under CSR for the FY 2022-23 was Rs.11.80 Crore, out of which an amount of Rs.7.83 Crore was spent during the year. The entire undisbursed amount of Rs.4.18 Crore pertaining to on-going projects of previous years were spent during the current year. The balance unspent amount of current year Rs.3.07 Crore which is already sanctioned in the FY 2022-23 has been transferred to unspent CSR Account on April 21, 2023 and H0.90 Lakh was disbursed during the month of April 2023, as per the provisions of Companies Act, 2013 and will be disbursed based on the progress of work.

The Capital Adequacy Ratio (CAR) of your Company as at March 31, 2023 stood at 23.07% (previous year 23.15%) as against the benchmark of 15% prescribed by the RBI Master Directions, 2021.

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

During the year, deferred tax asset (net) of H0.50 Crore (previous year Rs.1.98 Crore) was considered in the Statement of Profit & Loss, on account of various components of asset and liabilities. The DTA outstanding as at March 31, 2023 was Rs.48.43 Crore (previous year Rs.47.73 Crore).

During the year, your Company initiated action against 939 defaulting borrowers under the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest ("SARFAESI") Act, 2002 and recovered Rs.54.62 Crore (previous year Rs.49.48 Crore) from borrowers. Out of the above amount, Rs.16.27 Crore (previous year Rs.9.66 Crore) was recovered by way of sale of assets under SARFAESI. Apart from this, H0.90 Crore was recovered in Written-off accounts.

The equity shares of the Company continued to be listed on the BSE Limited (BSE), Mumbai and the National Stock Exchange of India Ltd. (NSE), Mumbai.

The NCDs/UNCDs issued on private placement are listed on National Stock Exchange of India Ltd.

As per SEBI Circular SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021 (updated as on April 13, 2022), captioned "Operational Circular for issue and listing of Non-convertible Securities, Securitised Debt Instruments, Security Receipts, Municipal Debt Securities and Commercial Paper" the Company has listed its Commercial Papers (CPs) on BSE Limited (BSE).

The total number of employees of the Company was 976 (811 regular and 165 on contract) as on March 31, 2023 as against 909 (799 regular and 110 on contract) as at the end of the previous year.

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

During the year, training in credit, information technology, human relations, customer service, Grievance redressal, finance, taxation, marketing, fraud prevention, KYC & AML, human rights, prevention of sexual harassment at work place and other topics of importance was imparted to employees and executives.

Your Company has put in place a series of HR measures and performance linked incentive including schemes to motivate employees to do better. Industrial relations in your Company continued to be cordial during the year.

During FY 2022-23, no employee, other than the Managing Director, who earns a remuneration of Rs.12.50 Lakhs per month, was employed for a part of the year with a remuneration of Rs.9.15 Lakh or more per month. The ratio of remuneration of each Director to the median of employees' remuneration and such other details as required under Sec 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 are furnished below:

The ratio of the remuneration of Managing Director to the median remuneration of the employees (regular employees) of the Company for the FY 2022-23 was 13.37:1

The ratio of the remuneration of Dy. Managing Director to the median remuneration of the employees (regular employees) of the Company for the FY2022-23 was 3.3:1

Non-executive Directors and Independent Directors are eligible for sitting fee only. The details of sitting fee paid to the Directors for the meetings of Board and Committees are given in the Report of Directors on corporate governance'.

The percentage increase in remuneration in the financial year for the Managing Director & CEO was NIL and that of the Deputy Managing Director was 20.21%. The other Key managerial personnel of the Company are the General Manager, the Chief Financial Officer and the Company Secretary and the percentage increase in their remuneration was 19.22%, 34.48% and 14.98% respectively.

The total number of permanent employees of the Company were 811 as on March 31, 2023. Apart from the permanent employees, there were 165 employees on contract as on March 31, 2023.

The percentage increase in the median remuneration of employees in the financial year was 9.12%.

Average percentage increase in remuneration of the employees other than managerial personnel in the last financial year was 5.48% and that of Managerial remuneration was 6.28% during the period under review.

The average increase in the remuneration of both, the managerial and non-managerial personnel was determined based on the Annual Performance Evaluation and also based on the remuneration policy as recommended by the Nomination Remuneration & HR Committee of Directors and approved by the Board of Directors. There were no exceptional circumstances which warranted an increase in managerial remuneration which was not justified by the overall performance of the Company. The Company affirms that the remuneration is as per the remuneration policy of the Company.

The Company has a Policy on 'Prevention of Sexual Harassment of Women at Workplace' and matters connected therewith or incidental thereto covering all the aspects as contained under the Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013. During FY 2022-23 no cases of sexual harassment were reported.

It is affirmed that the remuneration paid is as per the Remuneration Policy, applicable for Directors, Key Managerial Personnel and other employees, adopted by the Company.

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

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

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

As at March 31, 2023, dividends aggregating to Rs.1.98 Crore (Previous year Rs.1.96 Crore) relating to dividends declared for the years FY 2015-16 to FY 2021-22 (of which Rs.0.29 Crore related to Interim & Final dividend for the year 2022), had not been claimed by members. As an investor friendly measure, your Company has intimated members to lodge their claims and related particulars with the Company/ RTA. The dividend pertaining to 2014-15, which remained unclaimed/unpaid amounting to H0.20 Crore (in respect of 2053 shareholders), was transferred to IEPF on August 12, 2022, after settlement of claims by members received in response to the individual reminder letters sent by your Company to the respective members. The dividend pertaining to 2015-16 remaining unclaimed and unpaid, amounting to Rs.0.27 Crore (in respect of 2091 shareholders) as at March 31, 2023, would be transferred to IEPF during August 2023 after settlement of the claims, if any, received.

The Company takes various initiatives to reduce the quantum of unclaimed dividend and has been periodically intimating the concerned members, requesting them to encash their dividend before it becomes due for transfer to the IEPF.

Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and refund) Amendment Rules, 2017 was notified by the Ministry of Corporate Affairs (MCA) on October 13, 2017. As per Rule 6 of the said Rules, the shares, in respect of which dividend amounts have not been paid or claimed for 7 consecutive years, are required to be transferred to 'IEPF demat Account' of IEPF Authority. On verification of records of unpaid/unclaimed dividend, during FY 2022-23, 39 shareholders had not claimed dividend for consecutive 7 years and their shares 28,900 Nos. have been transferred to IEPF demat account within the prescribed period i.e. on 02/09/2022. The details of such transfer are provided on the website of the Company. For more details, please refer 'General Information to shareholders' in this report.

The status of shares transferred to IEPF as at March 31, 2023, is detailed as under:

In terms of the above Rules, reminder letters were sent by the Company to all the shareholders who had not claimed their dividends for a consecutive period of 7 years, informing that their shares will be transferred to IEPF suspense account on the due date i.e., September 25, 2023, if they do not place their claim for unclaimed dividend amounts to the Company. Your Company has provided the related details on its website (Investors page).

Deposits remaining unclaimed for a period of seven years from the date they became due for payment, have to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government. The concerned depositor can claim the deposit from the IEPF. As required under Section 125 of the Companies Act, 2013, the unclaimed and unpaid deposits together with interest for the year 2015-16 amounting to H0.25 Crore (previous year H0.32 Crore) that remained unclaimed and unpaid for a period of 7 years were transferred to IEPF during the year under review.

During the year, your Company did not earn any income or incur any expenditure in foreign currency/exchange other than payment of Dividend 2022 and interim Dividend 2023 to NRIs on repatriation basis to an extent of Rs.0.16 Crore through authorised dealers.

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

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

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

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

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

• Minimised use of packaged drinking water to reduce the use of plastic bottles.

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

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

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

• Old Desktops have been replaced with All-in-one systems.

• Proper earthing done, to avoid wastage of power.

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

1) Shri. Arvind Narayan Yennemadi was appointed as an Independent Director at the Annual General Meeting held on September 07, 2022 for a tenure of 3 years up to the conclusion of the Annual General Meeting of the Company for the financial year 2024-25.

2) Shri. Anup Sankar Bhattacharya was appointed as an Independent Director at the Annual General Meeting held on September 07, 2022 for a tenure of 3 years up to the conclusion of the Annual General Meeting of the Company for the financial year 2024-25.

3) Shri. Suresh Srinivasan Iyer was appointed as the Managing Director and Chief Executive Officer (CEO) of the Company by the Board of Directors on March 18, 2023 initially for a fixed term of 3 years and further extendable to 2 years. The appointment was approved by the members through Postal Ballot on June 04, 2023.

4) Shri. K Satyanarayana Raju, Managing Director and CEO of Canara Bank was appointed as an Additional Director (Non-executive Promoter) on the Board of the Company w.e.f. April 26, 2023 for a tenure upto the date of his superannuation i.e., December 31, 2025. He has been elected as the Chairman of the Board, at the said meeting.

5) Shri. Murali Ramaswami has been appointed as an Additional Director (Non-executive Independent) by the Board of Directors of the Company on June 19, 2023.

6) Shri. Ajay Kumar Singh has been appointed as an additional director and Deputy Managing Director by the Board on June 19, 2023.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Shri. Debashish Mukherjee is liable to retire by rotation at the ensuing AGM and is eligible for re-appointment. The agenda relating to re-appointment of Shri. Debashish Mukherjee, appointment of Shri. K Satyanarayana Raju (Non-executive Promoter), re-appointment of Smt. Shubhalakshmi Panse (Non-executive Independent), appointment of Shri. Murali Ramaswami (Non-executive Independent) and approval for appointment of Shri. Ajay Kumar Singh are included in the Notice of the ensuing Annual General Meeting and complete particulars of the Directors are provided in the Explanatory Statements forming part of the said Notice.

The directors had filed their consent(s) and declaration(s) that they are not disqualified to become directors in terms of the provisions of Companies Act, 2013 and related Rules.

Shri. Suresh Srinivasan Iyer, Managing Director and CEO of the Company has declared that he is holding 100 nos. of equity shares, Further, as per his declarations, he has not taken any loan(s) from the Company.

All the other Directors have intimated to the Company that they are neither holding any shares nor taken any loan(s) from the Company.

Brief profile of all the Directors are provided in page Nos. 22 to 25 of this Annual Report.

Shri. Suresh Srinivasan Iyer, on his appointment as the Managing Director and Chief Executive Officer (CEO) of the Company by the Board of Directors on March 18, 2023, has been designated by the Board as the Key Managerial Personnel.

Shri. Prashanth Joishy, Deputy General Manager and the Chief Financial Officer of the Company had stepped down from the post of Chief Financial Officer on January 03, 2023, after office hours. Shri. Prashant Joishy, Deputy General Manager, continues to be on the rolls of the Company.

Shri. Apurav Agarwal, ACA, was appointed as the Chief Financial Officer and Key Managerial Personnel of the Company w.e.f. January 04, 2023 by the Board of Directors of the Company at its Meeting held on January 03, 2023. The appointment is in terms of the provisions of Section 203 and all other applicable provisions of the Companies Act, 2013 read with the applicable Rules.

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

Smt. Veena G Kamath, Company Secretary and Key Managerial Personnel resigned on June 16, 2023 on account of relocation. She will continue to discharge her duties during the notice period.

Shri. G Naganathan (DIN: 00594503), Non-executive Independent Director on the Board of Company has vacated office on the conclusion of the 35^th Annual General Meeting of the Company on September 7, 2022, on completion of his tenure.

The tenure of office of Smt. Shubhalakshmi Aamod Panse, Non-executive and Independent Director, will be completed on conclusion of the ensuing Annual General Meeting of the Company and the proposal for her re-appointment is being placed before the members at the ensuing Annual General Meeting.

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

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

In terms of Section 152 and all other applicable provisions of the Companies Act, 2013, and the Articles of Association of the Company, Shri. Debashish Mukherjee, Director (Nonexecutive and Promoter) retire by rotation at the ensuing

Annual General Meeting and being eligible, offers himself for re-appointment. The agenda relating to re-appointment of Shri. Debashish Mukherjee forms part of the Notice convening the ensuing Annual General Meeting and all other relevant information as per SEBI Regulations are provided in the explanatory statement.

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

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

During the Financial year 2022-23, eleven meetings of the Board of Directors were held and the related details, including that of various committees constituted by the Board, are made available in the Report of Directors on corporate governance forming part of this Annual Report placed before the members. Your Company has complied with all the requirements as applicable under Companies Act, 2013 and related rules, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and also the Master Direction -Non-Banking Financial Company -Housing Finance Company (Reserve Bank) Directions, 2021, in relation to the Board of Directors and the Committees of the Board.

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

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

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

a) In the preparation of the annual accounts for the year ended on March 31, 2023, the applicable accounting standards have been followed and there are no material departures;

b) The Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended on March 31, 2023 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.

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

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

In terms of Regulation 26(3) of the SEBI (LODR) Regulations, 2015, all the members of the Board and Senior Management Personnel have affirmed compliance with the Code of Conduct of Board of Directors and Senior Management for the FY 2022-23. As required under Schedule V(D) of the said Regulations, a declaration signed by the Managing Director & Chief Executive Officer of the Company stating that the members of the Board and the Senior Management Personnel have affirmed compliance of their respective Codes of Conduct, is placed as an Annexure to the corporate governance report.

Your Company has constituted a Nomination Remuneration and HR Committee (NRC)' of the Board in terms of Section 178 of the Act, Regulation 19 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and RBI Master Directions for HFCs, 2021. This Committee identifies persons who are qualified to become Directors of the Company. The appointment, renewal, re-appointment, re-categorisation and/or removal of the Directors so identified, including extension or continuation of the term of appointment, will be recommended by the NRC to the Board. This Committee has also laid down the criteria to identify persons who may be appointed to the senior management of the Company. The NRC has formulated the criteria for determining qualifications, positive attributes and independence of a Director, carrying out evaluation of every Director's performance, performance of the Board and that of the Committees. The NRC Policy of the Company covering all the above aspects is made available on the official website of the Company in terms of Section 134(3) of the Companies Act, 2013. The Board has ensured evaluation of performance of the Board, its Committees and of the individual directors through the meeting of independent directors, meeting of the Nomination Remuneration & HR Committee and evaluation by each of the directors independently, for the year ended March 31, 2023.

The Company has given importance to promote education including special education for tribal students, Construction of class room blocks for Government schools, construction of girls Hostels, providing stationeries and furniture to Government schools, setting up of 'Mini Science Labs' (TINKER Labs), vocational training, skill enhancement programmes, renovation of Anganawadis, scholarship for under privileged, support for girl child education, providing sanitation and drinking water facility. The Company also contributed for health care by providing medical equipment and machineries, supported old age homes, orphanages and residential homes for differently abled people, installed RO water purification systems in various schools and hospitals, constructed shelters for animal welfare, donated veterinary equipment and machineries to carryout rescue, treatment and rehabilitation of injured animals. In order to promote renewable energy sources, the Company has contributed towards installation of solar power systems at government schools and solar lighting systems in various villages. The Company has taken various welfare measures for girl child, sports and for women empowerment.

The activities undertaken by the Company under CSR is pan India basis and the projects are executed by Registered Office and our branches in those areas. The total amount/ budget under CSR for the FY 2022-23 was Rs.1180.63 lakhs. The total amount spent under the CSR activities in FY 202223 is Rs.782.72 lakhs. The balance amount of Rs.397.89 lakhs which is already sanctioned in the FY 2022-23 has been transferred to unspent CSR Account during April, 2023 as per provisions of Companies Act and will be disbursed as per the progress of the work.

A summary of CSR details as on March 31, 2023 is given below:

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

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

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

The National Housing Bank conducts inspection of your Company on an annual basis. During the year, the NHB conducted regular inspection of your Company during January 2023 and February 2023, for the position as at March 31, 2022. The Report has been received and the Company has sent a reply within the prescribed time.

Your Company has also put in place a well-defined policy on Risk Based Internal Audit (RBIA) and as per the said policy, 189 branches and 1 CPC were audited in the FY 2022-23.

During the year, 46 loan accounts pertaining to 5 branches, amounting to Rs.5.15 crores has been declared as fraudulent and have been reported to the authorities/ regulators. The Company has classified these accounts as Non-performing Assets and made 100% provision in line with regulatory guidelines. The Audit Committee reviews the audit reports/ remarks/ observations and replies/ compliances including the compliance of KYC norms.

Regular inspection of your Company for review period August 01, 2020 to July 31, 2022 was conducted by Canara Bank. The compliance on the observations were reviewed by the Audit Committee and the Board. Management Audit by Canara Bank was conducted during September-2022 for the review period January 01, 2021 to August 31, 2022.

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or to the Board as required under Section 143(12) of the Act and the rules made thereunder.

As required under section 204 of the Companies Act, 2013 and Rules thereof, the Board appointed M/s Swayambhu Viswanathan, Practising Company Secretaries, for conducting the 'Secretarial Audit' of the Company and for submission of the Annual Secretarial Compliance Report for the financial year 2022-23. The Secretarial Audit for FY 2022-23 was conducted as required u/s.204 of the Companies Act 2013, Regulation 24A of SEBI(LODR) Regulation 2015, by Shri. Swayambhu Viswanathan, FCS, Practising Company Secretary and his team. The report does not contain any qualification, reservation or adverse remark. The said report also includes the affirmation as per NSE Circular No. NSE/CML/ 2023/09 dated January 25, 2023 and NSE Circular No. NSE/CML/25 dated March 29, 2023 on Standard Operating Process under SEBI (PIT) Regulations, 2015 for ensuring compliance with Structured Digital Database ("SDD"). The Secretarial Audit Report issued by the Practising Company Secretaries is enclosed to the Report of Directors as Annexure -2 in terms of Section 134(3) (f) read with Section 204(1) of the Act.

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

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

There are no particulars of loans, guarantees or investments made during the year in terms of Section 186(1) and 186(2) of the Act requiring disclosure to be made in the report of Directors as required under Section 134(3)(g) of the Act.

Since the Company is a NBFC-HFC, the disclosures regarding particulars of the loans given, guarantees given and securities provided is exempt under the provisions of Section 186 (11) of the Companies Act, 2013. As regards investments made by the Company, the details of the same are provided in notes to the financial statements of the Company for the year ended March 31, 2023.

The particulars of contracts or arrangements with the 'Related Parties' referred to in sub-section (1) of Section 188 of the Act, are furnished in Note No.44 of the Notes forming part of the financial statements for FY 2022-23, forming a part of the Annual Report. The particulars of Related Party Transactions as required u/s sec 134(3)(h) in the prescribed format (AOC-2) is attached to this Report as Annexure-3.

M/s. B Srinivasa Rao & Co (Registration No.: 008763S) and M/s. B K Ramadhyani & Co. LLP, Chartered Accountants (Registration No.: 002878S/S200021) are the joint Statutory Central Auditors of the Company to hold office for a period of three consecutive years from the conclusion of the 34^th Annual General Meeting upto the conclusion of the 37^th Annual General Meeting to be held for the Financial Year 2023-24.

The Auditors' report for the FY 2022-23 annexed to the financial statement for the year under review, does not contain any qualifications.

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

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

As required under the Companies Act, 2013, Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, 2015 and RBI Master Directions for HFCs, 2021, the 'Report of Directors on corporate governance' for the year FY 202223 is placed in this Annual Report.

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

For the Financial Year 2021-22, the Company had voluntarily reported it's first Business Responsibility and Sustainability Report (BRSR) as an annexure to the Report of Directors forming part of the Annual Report. As per SEBI (LODR) Regulations, 2015, with effect from the financial year 2022-23, the top 1000 listed entities (based on market capitalization) shall mandatorily submit a Business Responsibility and Sustainability Report (BRSR) describing the initiatives taken by them from an environmental, social and governance (ESG) perspective, in the format as specified by SEBI from time to time. In compliance with the said Regulations, the BRSR for FY 2022-23 is provided as a part of this Report as Annexure-6.

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

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

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

Further, the relaxations provided under various MCA circulars issued from April 13, 2020 to December 28, 2022 and SEBI Circulars issued from March 12, 2020 to January 05, 2023 have been extended till September 30, 2023 and in compliance of the said circulars, the Company had been sending Notices for the general meetings and Postal Ballot only through e-mails to the addresses registered by the members with the Company/RTA/DP and the general meetings have been conducted through VC/OAVM facility; and e-voting facilities had been provided for remote e-voting as well as voting during the general meetings.

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

The Company has been discharging its Corporate Social Responsibility diligently and has extended its support towards green initiatives and details are covered in para 22 of this report.

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

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

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

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

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

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

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

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

Can Fin Homes Ltd Company Background

Can Fin Homes Ltd Company Management

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Can Fin Homes Ltd Finished Product