Ind Bank Housing Ltd Directors Report

To,

The Members,

The Directors have pleasure in presenting before you the 34th Annual Report of the Company together with the Audited Statement of Accounts and the Auditors Report for the year ended 31st March, 2025.

The financial performance of the company is highlighted as follows:

Particulars	2024-25	2023-24	2022-23
Gross Income	27.65	30.13	23.67
Expenses
Employees benefit	30.66	25.74	19.57
Depreciation	0.09	0.09	0.02
Other expenses	27.61	73.35	59.86
Total expenses	58.36	99.18	79.45
Net Profit Before Tax	(30.71)	(69.05)	(55.78)
Provision for Tax	0.00	0.00	0.00
Net Profit / Loss After Tax	(30.71)	(69.05)	(55.78)
Loss brought forward	(13639.88)	(13570.83)	(13515.03)
Balance Loss Carried to Balance Sheet	(13670.59)	(13639.88)	(13570.83)

PERFORMANCE OF THE COMPANY

The Company is making continuous efforts for recovery of the non-performing assets. During the current period the company has not made any recovery from Individuals Housing loans and Project loans but recovery of Rs. 0.78 lakhs from ICD account and Rs. 3.67 lakhs from Interest on ICD account.

The net loss for the financial year 2024-25 is Rs. 30.71 lakhs as compared to a net loss of Rs. 69.05 lakhs in the previous financial year.

DIVIDEND

As the Company had incurred net loss of Rs 30.71 lakhs during the current financial year and has accumulated losses of Rs 13670.59 lakhs as on 31.03.2025, the Board of Directors have not recommended any dividend for the financial year ended 31st March 2025.

BOARD MEETINGS

The Board of Directors met six times on the following dates: 20.04.2024, 20.06.2024, 18.07.2024, 17.08.2024, 18.10.2024, 21.01.2025 during the financial year 2024-25.

DIRECTORS AND KEY MANANGERIAL PERSONNEL

The following are the Key Managerial Personnel of the company:

Name	Designation
Shri V. Haribabu	Managing Director
Smt Harene La	Chief Financial Officer
Shri.S Krishnan (upto 21.03.2025)	Company Secretary and Compliance Officer
Smt K. Aarthi (From 13.06.2025 )	Company Secretary and Compliance Officer

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).

CHANGE IN BOARD COMPOSITION

On the recommendation of Nomination and Remuneration Committee, Shri Shiv Bajrang Singh (DIN 10597820) was appointed as an Additional Director in the Company at 185th Board Meeting with effect from 20.06.2024. The shareholders in their meeting held on 18.09.2024 has approved the appointment of Shri Shiv Bajrang Singh (DIN 10597820) as Non Executive Nominee Director.

On the recommendation of Nomination and Remuneration Committee, Ms. V. Rajalakshmi (DIN 02189750) was appointed as an Additional Director (Category - Independent Director) in the Company at 187th Board Meeting with effect from 17.08.2024. The shareholders in their meeting held on 18.09.2024 has approved the appointment of Ms. V. Rajalakshmi (DIN 02189750) as an Independent Director. The Directors are of the opinion that Ms. V. Rajalakshmi, Independent Directors of the Company appointed during the year are of high integrity and suitable expertise as well as experience (including proficiency).

Shri T.R Chandrasekaran (DIN 00399104) has retired from his position of Independent Director of the Company upon completion of his term (second term of five consecutive years) at 188th Board Meeting with effect from 20.09.2024.

DIRECTORS RETIREMENT BY ROTATION:

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

As on 31.03.2025 board consists of the following Directors:

Name of the Director	Category
Shri Shiv Bajrang Singh	Non-Executive Nominee Director
Shri Sunil Jain	Non-Executive Nominee Director
Shri A Sivashankar	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

DISQUALIFICATION OF DIRECTOR:

None of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as directors of Company by the Securities and Exchange Board of India, Ministry of Corporate affairs or any such Statutory Authority.

COMPOSITION OF AUDIT COMMITTEE:

The Audit Committee of the Board consists of the following Directors as its members:

Name of the Director	Category	Position
1. Shri T R Chandrasekaran	Independent Director	Chairman of the committee (up to 20.09.2024)
2. Shri G R Sundaravadivel	Independent Director	Chairman of the committee (from 18.10.2024) (Member of the Committee from 14.12.2022)
3. Shri Sunil Jain	Non Executive Nominee Director	Member
4. Smt Padma R	Independent Director	Member
5. Ms. V. Rajalakshmi	Independent Director	Member (from 18.10.2024)

The Board has accepted all the recommendations of the Audit Committee.

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

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) i n 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

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 the copy of Annual Return in prescribed form MGT-7 shall be placed on the Companys website at the link https://www.indbankhousing.com/investors.html upon filing the same with the Registrar of Companies (ROC).

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 GOVERNMENTJNBKHS(1)/180 dated 19.09.2024 appointed the Auditors, M/s A R Krishnan &Associates , Chartered Accountants, Chennai as statutory auditors of the Company for the financial year 2024-25.

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 21.01.2025 has appointed M/s. SPNP & Associates, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2024-25. The Secretarial Audit Report for the financial year ended March 31,2025 is annexed to this Report.

The Secretarial Audit report observed that "During the period under review, the Company has received an order from the Honble High Court on 19th June 2024 for disposing off the writ petitions and the same was not disclosed to the stock exchange"

The Management replied that, the court has ordered to pay the cost of Rs. 25,000/- to the petitioner (Mr.M.Sreekumar) to set aside the Ex Parte order. The order nowhere mentioned about the settlement or fine/penalty. Moreover, the monetary value of the order is Rs. 25,000/- which does not have any significant material impact on the financial of the Company. The company tried to reach the petitioner two times by sending DD of Rs. 25000/- through registered post, but the petitioner was not traceable.

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.

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.

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.

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 31.03.2025, which represent the deposits matured but withheld by Central Bureau of Investigation, Anti-corruption Branch, Madurai pending disposal of their case.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

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. PROHIBITION OF INSIDER TRADING POLICY (PIT)

It is mandatory in terms of the SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018, as amended from time to time (Regulations) for every company whose securities are listed on a stock exchange, to formulate and publish on its website a Code of Practices and Procedures for fair disclosure of unpublished price sensitive information(Code). The Code among other things also seeks to ensure timely and adequate disclosure of unpublished price sensitive information to the investor community by the Company to enable them to take informed investment decisions with regard to the Companys Securities.

CORPORATE SOCIAL RESPONSIBILTY POLICY

The company has incurred loss of Rs. 30.71 lakhs during the financial year ending with 2024-25. 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.

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 2024-25.

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.

RATIO OF REMUNERATION TO EACH DIRECTOR

Details / Disclosures of Ratio of Remuneration to each Director to the median employees remuneration as annexure.

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 2024-25 to BSE where the Companys Shares are listed.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

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.

The certificate on non-applicability of Corporate Governance Certificate under Regulation 34(3) of SEBI (LODR) Regulations 2015 from M/s. SPNP Associates, Practising Company Secretaries is attached as annexure in coporate governance report.

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.

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.

INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY

As required under RBI Master - Directions, your Company is presently required to maintain a minimum capital adequacy of 12% on a stand-alone basis. The companys capital adequacy ratio is negative due to accumulated loss. The following is the capital adequacy ratio for the last three years:

Particulars	2022-2023	2023-2024	2024-2025
Capital adequacy ratio	(26239.87)	(418636.11)	(520336.86)

The Company has adhered to the prudential guidelines for Non-Performing Assets (NPAs), issued by the RBI Master - Directions as amended from time to time. The Company did not recognise income on NPAs and further created provisions for contingencies on standard as well as non-performing housing loans and property loans, in accordance with the National Housing Bank Directions.

GENERAL

The Directors also place on record their appreciation for the assistance, active support and guidance received from RBI, NHB, the sectoral regulator for housing finance, 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.

Place : Chennai	For and on behalf of Board of Directors
Date : 17.07.2025	SUNIL JAIN	V. HARIBABU
	NOMINEE DIRECTOR	MANAGING DIRECTOR
	(DIN No. 09665264)	(DIN No. 09523733)