home first finance company india ltd share price Directors report


The Members,

Home First Finance Company India Limited. (“the Company” / “HomeFirst”)

Your Directors take pleasure in presenting the 14th Directors Report of the Company together with the Audited Statement of Accounts for FY23.


State of Companys A airs:

The Company is a leading technology driven a ordable housing nance company in India. The Company serves rst-time home buyers belonging to the low and middle-income group who aspire to own a home by offering a convenient digital process coupled with fast turnaround times. We take pride in understanding the needs of our customers and providing them extraordinary service in their home buying journey.

Financial Results:

Despite geopolitical uncertainty and rising in ation, the Indian economy was able to overcome the vagaries and demonstrate a healthy GDP growth of 7% supported by favorable government and central bank policies. The Company continued to capitalize on its technology led business model to achieve strong results for the year.

The key highlights of the Audited Financial Statements of your Company for FY23 and a comparison with the previous year is summarized below:

(Amount in Crs)
Par_culars FY23 FY22
Total Income 795.60 595.70
Less:Total Expenses 500.38 369.40
Pro t/(Loss)beforetax 295.22 226.30
Less:Currenttax 71.45 44.68
Deferred tax (4.52) 7.53
Tax pertainingtoearlieryears - (12.01)
Pro ta_erTax 228.29 186.10
OtherComprehensive Income (0.14) (0.32)
Transfer ofStatutoryReserve(u/s29CofNHBAct,1987) (45.90) (37.50)
BalancecarriedtoBalanceSheet 182.25 148.28
EarningsperShare(FaceValue 2)
Basic() 26.01 21.26
Diluted() 25.20 20.54

Dividend & Reserves:

The board after considering the asset liability levels and the growing scale of business has made recommendation to return a portion of the surplus to the shareholders in the form of dividend for the financial year ended March23. An amount of 2.60 per equity which is equivalent to 130 % of the face value of the equity shares, being recommended by the Board, subject to the approval of the members, to be paid out as Dividend. The payout ratio for FY23 shall be 10%. The dividend declared is in accordance with the Dividend Distribution policy adopted by the Company. The Dividend Distribution Policy is hosted on the website of the Company.

During the year under review, pursuant to Section 29C of the NHB Act, 1987, the Company had transferred a sum of 45.90 Crs out of the previous years profits available for appropriation to the Statutory Reserve Fund.

Business Update:

India is the fth largest economy as per IMF and is projected to fare better than peers with an impressive estimated growth of 5.9% in 2023 and 6.3% in 2024. As per various leading research institutions, Indian GDP has the potential to deliver the highest CAGR globally in the medium term amongst large economies, driven by various structural policy measures taken by the Indian government. In the medium to long term, it is anticipated that the Indian economy would continue to gain from structural positives such as increased urbanisation rates, higher discretionary expenditure, greater transparency through digitisation, and the governments emphasis on reforms in various sectors. The current scal budget which encourages an increase in public expenditure with a primary focus on infrastructure development, supports Indias medium-term growth.

HomeFirst has made a positive impact on the lives of 100,000 customers in its journey of 13 years by providing housing nance to these customers and enabling them to own a home. The Company has scaled a new milestone of 7,000+ Crs of AUM during this current scal. Disbursal of new loans crossed 3,000 Crs. Our sustained growth supported by a healthy balance sheet has prompted rating agencies to enhance our credit rating to AA-/Stable. We have also diversi ed our lender base and added our first multilateral agency IFC, a member of World Bank Group. As of March23, we have 26 banking and lending relationships.

Our distribution has been further strengthened to cover 265+ touchpoints across 12 States. The Company has also crossed the milestone of 100 branch o ces during the year to reach a total branch distribution of 111 branches. This contiguous branch expansion has helped your Company to grow its portfolio by 33.8% y-o-y. The highlights of the Companys performance during FY23 are as follows:

? The Assets Under Management (AUM) as at March23 amounted to 7198 Crs vis-a-vis 5380 Crs in the previous year; a year-on-year growth of 33.8%.

? The profit before tax for FY23 increased by 30.5% to 295.22 Crs (FY22: 226.30 Crs). The profit after tax for FY23 increased by 22.7% to 228.29 Crs (FY22: 186.10 Crs).

? Strong Capital Adequacy ratio of 49.38% as of March23.

? Enhancement of rating from A+ to AA-.

? Stable Asset Quality - The Gross Non-Performing Assets (GNPA) as on March23 was 1.61% of the total loan book of the Company and corresponding Net Non-performing Assets (NNPA) was 1.07%.

? The Net Interest Income reported for the period was 379.24 Crs vis-a-vis 262.23 Crs in FY22.

? The Networth of the Company as on March 31, 2023 was 1817.34 Crs (FY22: 1573.69 Crs)

The organizations goal of sustainable growth is underpinned by strong governance standards, combined with a zest to leave a positive social and environmental impact. HomeFirst has been successful in getting one of the best ESG risk ratings in the BFSI sector by MorningStar Sustainalytics. They have given HomeFirst an ESG Risk Rating of 16.2 with Low Risk and Strong rating for ESG Risk Management.

Further the Company has received subsidy under PMAY-CLSS worth 277.91Crs towards 10,806 bene ciaries during the year and the same has been credited to the respective customers loan accounts to reduce the principal amount of their loans and provide relief by reducing their EMI.

Resources and Liquidity:

Your Company has been maintaining strong liquidity bu ers on an ongoing basis. The Company has a diverse set of lenders/investors that include public sector banks, private sector banks, the National Housing Bank and other financial institutions. Funds were raised in accordance with the Companys Resource Planning Policy, through term loans from banks, NCDs and re- nance facilities from NHB. The Companys long-term nature of borrowings and adequate liquidity have ensured a well- matched ALM.

During the year under review, the Company issued secured, rated, unlisted, redeemable, taxable non-convertible debentures on a private placement basis aggregating to 280 Crs to the International Finance Corporation.

During the year under review, the Company has raised (i) 1860Crs borrowings from banks / nance companies (outstanding as of March23: 3,553.53Crs), (ii) 877.54 Crs raised by way of Direct Assignment & Co-lending (iii) 600 Crs through re- nance from NHB (outstanding as of March23: 912.99 Crs) and (iv) 280 Crs by way of NCDs (outstanding as of March22: 346.95 Crs).

Further, the liquidity coverage ratio (LCR) as on March 31,2023 was 157.21% as against the regulatory requirement of 50%.

Disclosure as per Master Direction Non-Banking Financial Company - Housing Finance Company (Reserve Bank) Directions, 2021.

(i) The total number of non-convertible debentures which have not been claimed by the Investors or not paid by the housing nance company after the date on which the non-convertible debentures became due for redemption: Nil

(ii) The total amount in respect of such Debentures remaining unclaimed or unpaid beyond the date of such debentures become due for redemption: Nil

Credit Rating:

The Companys financial discipline and prudence is reflected in the strong credit ratings assigned by Credit Rating Agencies as under:

Instrument Rating Agency Rating Outlook Amount in Crs
ICRA AA- Stable 3500
Term Loan India Ratings AA- Stable 2300
CARE AA- Stable 44.23
ICRA A1+ - 100
Commercial Paper
India Ratings A1+ - 100
ICRA AA- Stable 131
Debentures India Ratings AA- Stable 400

Migration of the Credit Rating of the Company:

During the year, considering the steady growth, strong pro tability and robust balance sheet, rating agencies upgraded the credit rating of the Company. Both ICRA and CARE upgraded the rating from A+ to AA- (stable) in June 2022.

Capital Adequacy Ratio:

The Company maintains a Capital Adequacy Ratio of 49.38% (Tier I Capital Adequacy Ratio 48.89%) as of FY23 (FY22:58.61%); which is far higher than the minimum required level of 15% under the RBI Master Directions signifying the strong position of the Company.


Your Company being a non-Deposit taking Housing Finance Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing the details relating to deposits covered under Chapter V of the Act or the details of deposits that are not in compliance with the Chapter V of the Act is not applicable.

Awards & Recognitions:

Your Company was certified as Great Place to Work by Great Place to Work Institute, India for three consecutive years. This was an excellent endorsement of the human resource practices and work culture of the Company.

The Company has also received a certificate of Merit in PMAY empowering India Awards 2022 in recognition of its contribution to A ordable Housing development in the country.

Change in the nature of business:

There has been no change in the nature of business of the Company during the year under review.

Details of Companies which have become or ceased to be its subsidiary, associate or joint venture companies:

During the year under review the Company does not have any Subsidiary, Associate or Joint venture Companies.

Material changes and commitments, if any, affecting the financial position of the Company which have occurred between March23 and date of this report:

No material changes and commitments, affecting the financial position of the Company have occurred between the Financial Year ended March23 and date of this Directors Report.


Authorized Share Capital:

During the year under review there was no change in the Authorized Share Capital of the Company.

Issued, Subscribed and Paid-up Share Capital:

During the year under review, the Company allotted 3,83,064 Equity Shares to employees on exercise of stock options granted under ESOP 2012 Scheme and ESOP II Scheme. Pursuant to the aforesaid allotments of equity shares, the issued, subscribed and paid-up share capital of the Company stands increased to 17,60,33,534/- (8,80,16,767 Equity Shares of Face Value 2/- each).

Particular Of Contracts Or Arrangement With Related Parties:

During the financial year under review, the Company has entered certain transactions/contract with related parties falling within the provisions of Section 188 of the Act and the rules made thereunder. However, the Company has obtained Omnibus approval for the same from the Audit Committee, and the requirement of disclosure of Related Party Transactions in terms of Section 134(h) of the Act is provided in Form AOC-2 as

Annexure I.

Further as required by Master Directions Non-Banking Financial Company - Housing Finance Company (Reserve Bank) Directions, 2021, “Related Party Transaction Policy” is annexed as Annexure II and the same can be accessed on the website of the Company at https://home rstindia.com/policy-/related-party-transaction-policy/ .

Conservation Of Energy, Technology Absorption And Foreign Exchange Earnings And Outgo:

Since your Company is engaged in financial services activities, its operations are not energy intensive nor does it require adoption of specific technology and hence information in terms of Section 134(3)(m) of the

Act read with the Companies (Accounts) Rules, 2014 is not provided in this Boards Report. However, the Company has given the details of its initiatives in relation to conservation of energy and technology absorption in BRSR provided in Annexure VII.

Foreign Exchange Earnings and Outgo:

The Company has no foreign exchange earnings and has made expenditure in foreign currency as per the following table:

(Amount in Crs)

Sr no Particulars FY23 FY22
1. Softwarelicenseandtechnologyfee 2.49 6.14
2. Bank and other charges 0.63 -
Total 3.12 6.14

Annual Return:

Pursuant to the provisions of Section 134(3)(a) of the Act, the copy of Annual Return in Form MGT-7 as required under Section 92 (3) of the Act shall be placed on the website of the Company at www. home rstindia. com.

Particulars Of Loans, Guarantees Or Investments:

The Company is a Housing Finance Company, the disclosure regarding particulars of loans given, guarantees given, security provided and investment made in the ordinary course of business is exempted under the provisions of Section 186 (11) of the Act.

Adequacy Of Internal Financial Controls With Reference To The Financial Statements:

The Company has in place adequate internal financial controls with reference to its financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed. In the opinion of the Auditors of the Company, there are adequate internal financial control procedures that are commensurate with the size of the Company.

Matters Related To Directors And Key Managerial Personnel:

The Company has a diverse and inclusive Board which endeavors 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 March23, the Board of Directors of your Company comprised of 8 Directors; viz. four (4) Independent Directors out of which two (2) are women Independent Directors, three (3) Nominee Directors and 1 (one) Executive Director. The Chairman of the Board is an Independent Director.

Details of Board of Directors along with Key Managerial Personnel as on March23 are mentioned below:

Name DIN/PAN Designation
Mr. Deepak Satwalekar Chairman & Independent Director
Ms. Geeta Dutta Goel 02277155 Independent Director
Mr. Anuj Srivastava 09369327 Independent Director
Ms. Sucharita Mukherjee 02569078 Independent Director
Mr. Divya Sehgal 01775308 Nominee Non-Executive Director
Mr. Maninder Singh Juneja 02680016 Nominee Non-Executive Director
Mr. Narendra Ostawal 06530414 Nominee Non-Executive Director
Mr. Manoj Viswanathan 01741612 Managing Director and Chief Executive Officer
Ms. Nutan Gaba Patwari AGSPG3187G Chief Financial Officer
Mr. Shreyans Bachhawat AJDPB9500E Company Secretary

Appointment / Resignation of Directors:

During FY23, there has been no new appointment of a Director on the Board of the Company. Further, Mr. Vishal Vijay Gupta (DIN: 01913013) retired at the last annual general meeting and did not seek reappointment.

Key Managerial Personnel (KMP):

During the year under review, there was no change in the Key Managerial Personnel of the Company.

In terms of the Act, the following are the KMPs of the Company as on March23:

a.Mr. Manoj Viswanathan Managing Director & CEO b.Ms. Nutan Gaba Patwari Chief Financial Officer c. Mr. Shreyans Bachhawat Company Secretary

Declaration by Independent Directors:

There are four Independent Directors on the Board of the Company. The Independent Directors have submitted their Declaration of Independence in accordance with the relevant provisions of Section 149 of the Act; stating that they meet the criteria of Independence and are not disqualified from continuing as Independent Directors.

Declaration of Fit & Proper Criteria:

All the Directors of the Company have given the declaration to the effect that they are Fit & Proper, to be appointed as Director, as per the criteria prescribed by RBI / NHB.

Director(s) Retiring by Rotation:

In terms of Section 152(6) of the Act read with the Articles of Association of the Company, not less than one-third of the total number of retiring directors should retire by rotation, at every Annual General Meeting. For the purpose of this section, the total number of directors to retire by rotation shall not include Independent Directors.

In accordance with the provisions of Section 152 of the Act, Mr. Maninder Singh Juneja (DIN:02680016), Nominee Director of the Company, being longest in the o ce, retires at the ensuing Annual General Meeting.

Performance Evaluation of the Board:

The Company has defined a manner of evaluation as per the provisions of the Act and SEBI Listing Regulations and for the Evaluation of the performance of the Board, Committees of Board & Individual

Directors. The above manner is based on the Guidance Note on Board Evaluation issued by SEBI on January 05, 2017.

The Board carried out the evaluation of every Directors performance, its own performance, the Committees namely Audit Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee, IT Strategy Committee and Risk Management Committee and all the Independent Directors.

During the financial year under review, a separate meeting of the Independent Directors was held on March 15, 2023, without the attendance of Non-Independent Directors and the Management of the Company. The Independent Directors have discussed and reviewed the performance of the Non- Independent Directors and the Board as a whole 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.

Corporate Governance Report:

The Corporate Governance report is furnished as Annexure III to this report. A certificate from Bhatt & Associates Company Secretaries LLP, Practicing Company Secretaries, confirming compliance with the conditions of Corporate Governance as prescribed under the Listing Regulations is annexed to the Corporate Governance Report. Further, pursuant to Regulation 34(3) and Schedule V Para-C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s. Bhatt & Associates Company Secretaries LLP have stated that for FY23, none of the Directors have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate A airs or any such other Statutory Authority and a certificate to that effect has been annexed to the corporate governance report.

Internal Guidelines on Corporate Governance:

As on March23, your Company adhered to the Internal Guidelines on Corporate Governance adopted in accordance with Master Directions Non-Banking Finance Company - (Housing Finance Company), (Reserve Bank) Directions, 2021, which inter-alia, de nes 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 and can be accessed at https://home rstindia.com/policy/corporate-governance-policy/

Companys policy on Directors appointment and remuneration:

The Nomination and Remuneration Committee has laid down criteria for determining Directors Quali cation, Attributes and independence of a Director, remuneration of Directors, Key Managerial Personnel and other employees and criteria for evaluation of Directors, Chairperson, Non-Executive Directors and Board and the evaluation process of the same. The policy may be accessed on the Companys website at https://home rstindia.com/nominationandcompensa tionpolicy.

Further as required by Master Directions Non-Banking Finance Company - (Housing Finance Company), (Reserve Bank) Directions, 2021, there were no pecuniary relationship or transactions of the non-executive directors with the Company except sitting fees and profit related commission paid to the Independent Directors.

Management Discussion and Analysis:

In accordance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and Master Directions issued by the Reserve Bank of India, the Management Discussion and Analysis Report (MD&A) forms part of this report.

Business Responsibility and Sustainability Reporting (BRSR):

In terms of Regulations 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the top 1000 listed entities, based on the market capitalization (calculated as on 31st March of every financial year) shall submit business responsibility and sustainability report for FY23 describing the initiatives taken by these listed entities from an environmental, social and governance perspective, in the format as specified by SEBI from time to time. The same has been included as part of the Annual Report as Annexure VII. The Company being committed to the well-being and betterment of the community in which it operates and with a focus on the social and governance aspects have opted to submit the BRSR for FY23.

Disclosures Related To Board, Committees And Policies:

Board and Committee Meetings:

During FY23, the Board of Directors of the Company met 4 times. The details of meetings of the Board and its Committees held during the financial year under review are provided in the Corporate Governance Report of the Directors which forms a part of this report. The intervening gap between the two Board meetings was within the period prescribed under the Act.

Whistle Blower Policy / Vigil Mechanism:

In accordance with the provisions of Section 177 (9) of the Act and the rules made thereunder, the Company has established Vigil mechanism and adopted a Whistleblower Policy under the surveillance of the Audit committee. The Company has adopted a work culture which ensures the highest standards of professionalism, honesty, integrity, moral and ethical behavior.

The Policy may be accessed on the Companys website at the link: http://www.home rstindia.com/whistle-blower-policy.

Corporate Social Responsibility (CSR):

As part of its initiatives under Corporate Social Responsibility, the Company has undertaken projects in the areas of promoting healthcare, education and livelihood support, skill development of migrant workers and empowerment of women workers. The CSR Policy is available on the Companys website at http://www.home rstindia.com/CSR policy. The details of all the activities done as a part of CSR initiatives are given in Annexure V, forming part of this Report. These projects are in accordance with Schedule VII of the Companies Act, 2013 read with the relevant rules.

Risk Management Framework:

The financial world was significantly impacted due to the COVID-19 pandemic, with markets experiencing unprecedented volatility and businesses facing significant financial challenges. The recent, Russia Ukraine conflict also impacted the Indian financial services sector through its impact on the global economy and financial markets. In ation touched a peak of 7.8% in April 2022 and remained at a level of 6.8% throughout May-November 2022. Adding to high in ation was Chinas COVID-led disruption in the supply chain. To tackle in ation, RBI had to increase the interest rates. Despite such challenges, the robust risk management framework in the Company has helped in achieving strong results for the Company. The risk management framework at the company is designed keeping in mind regulatory requirements and dynamics of business environment. The key objective of policy is to support financial stability and create value for all the stakeholders.

As a lending institution, we face financial and non- financial risks. The risk management framework of your Company enables risk identi cation, risk assessment, risk response planning and actions, risk monitoring and overall risk governance. This augments our risk evaluation and management capabilities while providing the flexibility to adapt effectively and efficiently to the changing business and regulatory environment. The Company is vigilant and has laid down the policy considering the Companys objectives, business strategy and intricacies arising out of the business operations.

The Company also has a Risk Management Committee, with Board members in majority, which oversees the overall risk assessment and monitoring in the Company. Adoption of Risk based Internal Audit further strengthens the risk framework of the Company in terms of identi cation and mitigation of various types of risks.

A detailed report on Risk Management is presented in the Management Discussion & Analysis report, which forms part of this annual report.

Auditors And Reports:

Appointment of Auditors:

Pursuant to the provisions of Section 139 of the Act and the Companies (Audit and Auditors) Rules, 2014, and with the approval of the shareholders at the Annual General Meeting held on August 5, 2021, M/s. Deloitte Haskins and Sells (Auditors), Chartered Accountants, Firm registration no: 117365W, were appointed as the Statutory Auditors of the Company for a term of 3 years. The Company has received a confirmation from the said Auditors that they are not disqualified and are eligible to hold the officeas Auditors of the Company.

Quali cation/ Reservation/ Adverse remark / Disclaimer of Statutory Auditors on Financial Statements for FY23:

The Statutory Auditors have not made any adverse comments or given any quali cation, reservation or adverse remarks or disclaimer in their Audit Report on the Financial Statements for FY23.

Fraud Reported by Auditors:

During the year under review, the Statutory Auditors have not reported any instances of fraud committed in the Company by its o cers or employees to the Board/Audit Committee under Section 143(12) of the Act.

Internal Auditors:

The Company had appointed M/s. P Chandrashekhar LLP and M/s BDO India LLP as Joint Internal auditors (for

Branch and HO functions respectively) for FY23 to conduct comprehensive audits of functional areas and operations to examine the adequacy of, and compliance with policies, plans and statutory requirements. For the year under review, the Internal Auditors have not submitted material quali cations, reservations or adverse remarks or disclaimers.

Maintenance of Cost records:

The Company being a Housing Finance Company is not required to maintain cost records as prescribed under section 148(1) of the Act.

Secretarial Standards:

During the year under review, the Company has complied with the applicable secretarial standards issued by the Institute of Company Secretaries of India.

Secretarial Auditors and Secretarial Compliance Report:

In accordance with Section 204 of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Bhatt & Associates Company Secretaries LLP, Practicing Company Secretaries to conduct secretarial audit of the Company for FY23. The Secretarial Audit report has been annexed to this Report as Annexure IV. The Secretarial Auditors have not submitted any quali cations, reservations or adverse remarks or disclaimers. Further, the Secretarial Auditors have not reported any instances of fraud in terms of Section 143 (12) of the Act.


The strength of the Company comes from its employees. Your Company has continuously invested in developing and ensuring the financial as well as mental well-being of its employees. The employees are equipped with different types of functional and behavioral skills to ensure high standards of service to internal and external stakeholders. During the year, the Company has provided various knowledge and skill-based training via online and o ine modes.

Your Company has built a diverse workforce across gender, age, social and economic segments and has created a healthy work environment. The Company has a policy of hiring college graduates and giving them on the job training to realize their full potential and eventually giving them a sustainable career path within the organization. The HR team has built and nurtured a safe environment for the employees which has helped the employees deliver optimum results while maintaining their work life balance.

The Company has a total of 111 Branches as on March 31, 2023 with a total employee strength of 993 Employees.

Employee Stock Option Schemes:

In order to enable the employees of the Company to participate in its future growth and success, the Company has three Employee Stock Option policies. In terms of Regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the disclosures for FY23 with respect to all the ESOP policies have been provided on the website of the Company at www.homefrstindia.com.

Employee Remuneration:

In terms of Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the disclosures with respect to the remuneration of Directors, Key Managerial Personnel and employees of the Company have been provided in Annexure VI to this Boards Report. Further, statement containing details of employees as required in terms of Section 197 of the Act read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is available for inspection at the Registered O ce of the Company during working hours for a period of 21 days before the date of the ensuing Annual General Meeting. A copy of the statement may be obtained by shareholders by writing to the Company Secretary at the Registered O ce of the Company or at corporate@home rstindia.com.

Prevention Of Sexual Harassment At Workplace:

In accordance with the Act and the rules made thereunder the Company has adopted and implemented a policy on Prevention of Sexual Harassment. The Policy is available on the website of the Company at the below mentioned link http://www.home rstindia.com/psh-policy. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During FY23, the Company did not receive any complaint. The Annual Report as required under Section 21 of the Act read with Rule 14 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Rules, 2013 has been submitted to the respective authority.

Regulatory Compliance:

The Company has complied with the guidelines, circulars and directions issued by RBI from time to time. The Company has adopted all the Policies as recommended by regulatory authorities from time to time.

The Company also has been following directions / guidelines / circulars issued by Accounting Standards, Income Tax Act, 1961 and Ministry of Corporate A airs from time to time, as applicable to the company.

Other Disclosures:

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

Disclosure Of Orders Passed By Regulators Or Courts Or Tribunal:

During the year under review, there were no orders passed by the Regulators / Courts which would impact the going concern status of the company and its future operations.

Directors Responsibility Statement:

In terms of Section 134(5) of the Act, in relation to the audited financial statements of the Company for the year ended March23, the Board of Directors hereby con rm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. the directors have selected such accounting policies and applied them consistently and the Directors made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of a airs of the Company as at March23, and of the profit of the Company for the year;

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

d. the directors have prepared the annual accounts of the Company on a going concern basis;

e. the directors have 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 have 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 Act:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule

4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

Disclosure under Section 54(1)(d) of the Act:

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 furnished.

Disclosure under Section 67(3) of the Act:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme hence no information pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

Disclosure under Rule 8 of the Companies (accounts) Rules, 2014:

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 for any loans taken from the Banks or Financial Institutions.

Acknowledgement and Appreciation:

Your Board of Directors take this opportunity to express their appreciation to all stakeholders of the Company including the Reserve Bank of India, National Housing Bank, the Ministry of Corporate A airs, Securities and Exchange Board of India, the Government of India, Stock Exchanges and other Regulatory Authorities, Bankers, Lenders, Financial Institutions, Members, Credit Rating agencies, Customers of the Company for their continued support and trust. Your directors would like to express deep appreciation for the commitment shown by the employees in supporting the Company in achieving continued strong performance on all fronts.

In closing, I would like to thank all the investors as well as the communities we operate in who have reposed their trust in us and supported us in our journey.

For and on behalf of the Board of Directors
Deepak Satwalekar
Chairman & Independent Director
DIN: 00009627
Date: May 2, 2023
Place: Mumbai