Ind Bank Housing Ltd Directors Report

To,

The Members,

th

The Directors have pleasure in presenting before you the 35 Annual Report of the Company together with the Audited Statement of Accounts and the Auditors Report for the year ended 31st March, 2026.

State of affairs of the Company 2025-26:

The financial performance of the company is highlighted as follows:

Rs. in Lakhs

Particulars	2025-26	2024-25	2023-24
Gross Income	50.97	27.65	30.13
Expenses
Employees benefit	29.22	30.66	25.74
Depreciation	0.03	0.09	0.09
Other expenses	30.55	27.61	73.35
Total expenses	59.80	58.36	99.18
Net Profit Before Tax	(8.83)	(30.71)	(69.05)
Provision for Tax	0.00	0.00	0.00
Other Comprehensive Income	(0.01)	0.00	0.00
Net Profit / Loss After Tax	(8.84)	(30.71)	(69.05)
Loss brought forward	(13670.59)	(13639.88)	(13570.83)
Balance Loss Carried to	(13679.43)	(13670.59)	(13639.88)
Balance Sheet

Performance of the Company:

The Company is making continuous efforts for recovery of the non-performing assets. During the current period the company has made recovery from four Individuals Housing loans of Rs. 7.45 Lakhs.

The net loss for the financial year 2025-26 is Rs. 8.84 lakhs as compared to a net loss of Rs. 30.71 lakhs in the previous financial year.

Dividend:

As the Company had incurred net loss of Rs 8.84 lakhs during the current financial year and has accumulated losses of Rs 13679.43 lakhs as on 31.03.2026, the Board of Directors have not recommended any dividend for the financial year ended 31 March 2026.

Transfer to reserves:

The Company has not transferred any amount to reserves

Board Meetings:

The Board of Directors met five times on the following dates: 23.04.2025, 13.06.2025, 17.07.2025, 13.10.2025 and 13.01.2026 during the financial year 2025-26.

Directors and Key Managerial Personnel:

As on 31.03.2026 board consists of the following Directors:

Shri Shiv Bajrang Singh	Non-Executive Nominee Director
Shri Sunil Jain	Non-Executive Nominee Director
Shri A Sivasankar	Non- Executive Nominee Director
Shri G R Sundaravadivel	Independent Director
Smt. Padma R	Independent Director
Ms. V. Rajalakshmi	Independent Director
Shri V. Haribabu	Managing director

The following are the Key Managerial Personnel of the company as on 31.03.2026

Shri V. Haribabu	Managing Director
Smt Harene La	Chief Financial Officer
Smt K. Aarthi	Company Secretary and Compliance Officer

Change in board composition

Shri A. Sivasankar (DIN 10535638) has resigned from his position of Nominee Director of the Company upon completion of his superannuation from HUDCO office on 30 April 2026.

Shri R. Murugesan (DIN:11881813) was appointed as Non Executive Nominee Director of the company under sec 161 (3) of the companies Act 2013 with effect from 14 August 2026.

Directors retirement by rotation:

Shri Sunil Jain, Non-executive Nominee Director of the Company retires by rotation at this Annual General Meeting and being eligible offers himself for reappointment.

Declaration from Independent Directors on Annual Basis:

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 and the Independent Directors of the Company meet the criteria of Independence as laid down in Section 149(6).

Vigil Mechanism:

The Company has established a vigil mechanism called Whistle-blower Policy for its directors and employees to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and as per Regulations 22 of SEBI (LODR) Regulations 2015. The details of the Whistle-blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

Directors Responsibility Statement

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm 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 made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; 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 on a going concern basis; and 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. 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.

Extract of Annual Return

A copy of the Annual Return of the Company is placed in the website of the Company website at the link

https://www.indbankhousing.com/ under Investors.

Auditors

The office of the Comptroller and Auditor General of India, New Delhi in exercise of the powers conferred on them by section 139 of the

Companies Act, 2013 vide their letter Ref No./CA.V/COY/CENTRAL GOVERNMENT, INBKHS(1)/1459 dated 12.09.2025 appointed the Auditors, M/s A R Krishnan &Associates , Chartered Accountants, Chennai as statutory auditors of the Company for the financial year 2025-26.

Qualifications in Audit Reports:

There is no qualification in auditors report. However, observations are made by the Auditors in their Report and Notes on Accounts

which are self-explanatory.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014, Board of Directors in the meeting held on 17.07.2025 has appointed M/s. Shanmugam

Rajendran & Associates, LLP Practicing Company Secretary, to conduct Secretarial Audit for consecutive 5 years commencing from

the financial year 2025-26. Subsequently the appointment was confirmed by the Shareholders in 34 AGM held on 10 September 2025 The Secretarial Audit Report (Form MR3) for the financial year ended March 31, 2026 is annexed to this Report. (Annexure I) The Secretarial Audit report observed nil comment.

Information as per section 134 (3) (m) of the Companies Act 2013: a. The company has no activity relating to conservation of energy or technology absorption. b. The company did not have any foreign exchange earnings as well as expenses.

Particulars of Loans, Guarantees & Investments By Company:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in

the notes to the Financial Statements.

Details Relating To Deposits

Your Company had stopped accepting fresh deposits from public since 1998 and renewal of the deposits from 01.11.2001. Your Company has repaid all the matured deposits except a sum of Rs. 6.33 lakhs as on 31.03.2026, which represent the deposits matured but withheld by Central Bureau of Investigation, Anti-corruption Branch, Madurai pending disposal of their case.

Material Changes and commitments, if any:

There were no material changes or commitments affecting the financial position of the Company that occurred between the end of the

financial year to which these financial statements relate and the date of this report.

Significant & Material Orders Passed By the Regulators:

During the FY 2023-24, The Reserve Bank of India vide their letter (Ref - CO.DOR.RG.No.S3544/23-27-014/2023-24 dated

22.09.2023 cancelled Certificate of Registration (COR) under Section 29 A (6) of the National Housing Bank (NHB) Act 1987

Details of Adequacy of Internal Financial Controls

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The internal control system provides reasonable assurance of recording the transactions of operations in all material aspects and providing

protection against misuse or loss of companys assets.

Risk Management Policy

The company has put in place Risk Management Policy commensurate with the type and size of operations and risk perception.

Corporate Social Responsibility Policy

The company has incurred loss of Rs. 8.84 lakhs during the financial year ending with 2025-26. Your Company does not fall in the criteria mentioned under Section 135 of the Companies Act, 2013, for applicability of the provisions of Corporate Social Responsibility. Hence, your Company is not required to constitute CSR Committee and to comply with other provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014

Policy on criteria for determining qualifications, positive attributes and independence of a director, relating to the remuneration

for the directors, key managerial personnel and other employees:

The Nomination and Remuneration Committee of the Company pursuant to section 178 of the Companies Act, 2013, has formulated the Nomination and Remuneration Policy which includes the criteria for determining qualifications, positive attributes and independence of a director, remuneration of the directors, key managerial personnel and other employees. The said Policy of the Company is placed in the website of the Company.

Related Party Transactions:

All contracts / arrangements / transactions entered by the Company during the Financial Year under review with related parties were in

the Ordinary Course of Business and on arms length basis.

? During the course of business the Company obtained loan from the Holding Institution (Indian Bank) at market rate of interest. An agreement has been entered into with Indian Bank for not to charge interest from 01.04.2017. Accordingly, no interest on the loan has been accounted for the year 2025-26

? The Company is paying rent of Rs. 12,000/- pm + applicable GST to the Promoters (Indian Bank)

Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit and Nomination & Remuneration Committees. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process and the performance of the Board. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Management discussion and analysis report:

The Management Discussion and Analysis Report for the financial year 2025-26 is provided as a separate statement in the Annual

Report.

Listing with Stock Exchanges:

The Company confirms that it has paid the Annual Listing Fees of Rs.3.25 lakhs plus GST for the year 2025-26 to BSE where the

Companys Shares are listed.

Corporate Governance:

The Company has voluntary complied with the corporate governance requirements specified in Regulation 17 to 27 and clauses (b)

to (i) of sub-regulation (2) of Regulation 46 of SEBI Regulation.

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015, the compliance with the corporate governance provisions as specified in Regulation 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and para-C, D and E of Schedule V shall not apply, in respect of The listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty- five crore, as on the last day of previous financial year. The paid-up equity share capital as on 31.03.2026 is Rs.10,00,00,000/- and net worth of the company as on 31.03.2026 is negative to the tune of Rs. (120.96) Crore. Therefore, the company does not fall under the purview of aforesaid regulations.

Particulars of Employees

The information required pursuant to Section 197 read with Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, are attached to this report. None of the employees of the company received remuneration in excess of the limits prescribed Under Rule 5 (2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules of the Companies Act, 2013.

Details / Disclosures of Ratio of Remuneration to each Director to the median employees remuneration is enclosed as Annexure II

Prevention of Sexual Harassment of Women at Workplace

Your Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

OTHER DISCLOSURES:

1. The Company is not required to maintain cost records as specified by the Central Government under section 148(1) of the Companies

Act, 2013.

2. Neither any application is made, nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (IBC) during the year

under review and accordingly the Company has no information to offer in this regard.

3. There is no change in the nature of business during the year under review.

4. There are no Companies which have become or ceased to be subsidiaries, joint ventures or associate companies during the year.

5. There was no instance of onetime settlement made by the Company.

6. The Company has not resorted to any buy-back of its equity shares during the year.

7. There was no fraud reported by the Auditors of the Company to the Audit Committee under section 143(2) of the Companies Act, 2013.

GENERAL

The Directors also place on record their appreciation for the assistance, active support and guidance received from statutory regulators Indian Bank and its officers and staff. The Directors express their appreciation for the contribution of the employees of the company. The Board of Directors thank all the Shareholders for their patronage. Their continued patronage and support are of great encouragement to the company and will serve as a source of strength in all its future endeavours.

		For and on behalf of Board of Directors
Place : Chennai
Date : 14.08.2026
	sd/-	sd/-
	SUNIL JAIN	V. HARIBABU
	NOMINEE DIRECTOR	MANAGING DIRECTOR