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India Shelter Finance Corporation Ltd Directors Report

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India Shelter Finance Corporation Ltd Share Price directors Report

Dear Members,

Your Board of Directors have pleasure in presenting the 28th Annual Report on the Business and Operations of the Company, together with the Audited Standalone and Consolidated Financial Statements for the Financial Year ended 31 March, 2026.

STATE OF COMPANY?S AFFAIRS

India Shelter Finance Corporation Limited is registered as a Housing Finance Company with National Housing Bank and is a technology-driven, retail-focussed provider of affordable housing finance solutions. The Company offers home loans and loans against property designed for low and middle-income individuals, particularly in Tier II and Tier III cities across India. Rooted in trust and innovation, the Company continues to enable individuals in their journey towards homeownership.

The Company is classified as a Middle Layer NBFC pursuant to the Reserve Bank of India (Non-Banking Financial Companies

– Registration, Exemptions and Framework for Scale Based Regulation) Directions, 2025.

During the Financial Year, the Company achieved a key milestone in its growth journey by surpassing 10,000 Crore in Gross Assets Under Management. This achievement reflects the sustained growth and reinforces the Company?s commitment to provide accessible and affordable housing finance. Through our continued efforts, the Company has empowered more than 1.5 Lacs households across India to fulfill their dream of home ownership. The Company is also registered as a Corporate Agent ("Composite") with Insurance Regulatory and Development Authority of India ("IRDAI"). Further, the Company is also listed with the National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE"). The Company possesses ISO 27001:2022 certification.

FINANCIAL SUMMARY

During the Financial Year 2025-26, the Company demonstrated consistent growth and sustained profitability. The key highlights of the Audited Financial Statements for Financial Year 2025-26 along with comparison figures with the previous Financial Year 2024-25 are summarised below:

(Amount in Rs. Lacs)
Particulars Standalone Consolidated
2025-26 2024-25 2025-26 2024-25
Total Income 1,53,018.68 1,17,479.86 1,52,857.74 1,17,592.95
Less: Total Expenses 87,519.15 68,671.22 87,529.11 68,674.03
Profit/(Loss)before tax 65,499.53 48,808.64 65,328.63 48,918.92
Less: Current tax 14,529.68 11,461.76 14,549.49 11,488.86
Less: Deferred Tax 463.42 (357.80) 464.46 (357.28)
Profit after tax 50,506.43 37,704.68 50,314.68 37,787.34
Earnings per Share (Face Value 5)
Basic 46.63 35.10 46.46 35.18
Diluted 45.13 33.86 44.96 33.93

DIVIDEND

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and applicable RBI Regulations, the Company has formulated a Dividend Distribution Policy which is available on the website of the Company at https://www.indiashelter.in/investor-relations.

The Board of Directors ("Board") recommended that a portion of the surplus be distributed as a dividend to shareholders for Financial Year 2025-26. The Board has recommended a final dividend of 10/- per equity share, which is equivalent to 200% of the face value of the equity shares, subject to the approval of the shareholders at its ensuing Annual General Meeting. The Dividend Payout Ratio for Financial Year 2025-26 is 22%. The dividend declared is in accordance with the applicable regulations and Dividend Distribution Policy adopted by the Company. No interim dividend was declared during the Financial Year 2025-26. In terms of the provisions of the Income Tax Act, 2025, dividend income is taxable in the hands of members and will be subject to applicable tax deduction.

RESERVES

Pursuant to Section 29C of the National Housing Bank Act, 1987, every Housing Finance Company is required to transfer at least 20% of its net profit every year to Statutory Reserve Account before any dividend is declared. Accordingly, the Company has transferred an amount of 101.01 Crore towards Special Reserve (including 75 Crore (Previous year 56 Crore) under section 36(1)(viii) of Income Tax Act 1961). The balance in the reserve after proposed transfer stands at 326.72 Crore as on 31 March, 2026.

Further, the Company has initiated the practice of transferring a percentage of its profits each year to the General Reserve to address any contingent business requirements, in compliance with the applicable provisions of the Companies Act ("the Act"), as approved by the Board.

During the Financial Year, an amount of 212 Crore (Rupees Two Hundred Twelve Crore only), has been transferred to the General Reserve.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THIS REPORT

No material changes and commitments have occurred between the end of the Financial Year 2025-26 and the date of this report that may affect the financial position of the Company except as disclosed elsewhere in this report.

CHANGE IN NATURE OF BUSINESS

During the Financial Year 2025-26, there was no change in the nature of business of the Company.

DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARY, ASSOCIATE OR JOINT VENTURE COMPANIES OR HOLDING COMPANY

Holding Company

During the Financial Year 2025-26, no entity acquired the status of Holding Company of the Company.

Subsidiary Company

India Shelter Capital Finance Limited ("ISCFL"), wholly owned subsidiary of the Company ceased to be the subsidiary of the Company w.e.f. 16 December, 2025 and had initiated the voluntary liquidation under Section 59 of the Insolvency and Bankruptcy Code, 2016 read with Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017. Accordingly the control of subsidiary has been transferred to official liquidator. Further, as on date of this Director?s report, the status of the Subsidiary Company is "under the process of voluntary liquidation". During the Financial Year 2025-26, no other entity acquired the status of Subsidiary Company of the Company.

The Board of Directors at its meeting held on 04 November, 2025, approved initiation of voluntary liquidation of the Subsidiary Company, ISCFL under the applicable provisions of the Act and the Insolvency and Bankruptcy Code, 2016, subject to necessary approvals.

Subsequently, the Board of Directors and the shareholders of the Subsidiary Company at their meeting held on 16 December, 2025, approved voluntary liquidation.

In accordance with regulatory requirements, necessary filings have been made with the Insolvency and Bankruptcy Board of India (IBBI).

During the Financial Year 2025-26, the liquidator has completed the process of realisation of assets and liabilities of Subsidiary Company and distributed the net proceeds of realisation to the Company. The same was not a material subsidiary of the Company and liquidation has not affected any business and financials of the Company.

A statement containing salient features of the financial statements of the subsidiary, pursuant to first proviso to sub – section (3) of Section 129 of the Act read with rule 5 of Companies (Accounts) Rules, 2014, in Form AOC – 1, forms part of this Report as Annexure 1.

Associate or Joint Venture Companies

During the Financial Year 2025-26, the Company did not have any Joint Ventures/Associate Companies.

Alteration in Memorandum of Association and Articles of Association

During the Financial Year 2025-26, there were no changes in the Memorandum of Association ("MOA") and Article of Association ("AOA") of the Company.

CHANGE IN SHARE CAPITAL Authorised Capital

The Authorised Share Capital of the Company as on 31 March, 2026, stood at 81,00,00,000/- comprising of 16,20,00,000 Equity shares of 5/- each.

Issued, Subscribed and Paid-up Capital

The Paid-up capital of the Company as on the 31 March, 2026, stood at 54,37,92,245/- comprising of 10,87,58,449 equity shares of 5/- each.

During the Financial Year 2025-26, following options were exercised under the ESOP Schemes of the Company:

Allotment Date ESOP 2021 ESOP 2023 Total
18 April, 2025 13,082 17,400 30,482
14 May, 2025 4,700 3,950 8,650
08 July, 2025 50,768 22,300 73,068
11 August, 2025 64,200 85,250 1,49,450
29 August, 2025 7,432 61,730 69,162
22 September, 2025 61,464 69,259 1,30,723
15 October, 2025 24,640 25,950 50,590
13 November, 2025 99,645 13,123 1,12,768
02 December, 2025 70,881 5,955 76,836
23 December, 2025 14,120 9,410 23,530
08 January, 2026 13,120 10,745 23,865
07 February, 2026 4,108 3,460 7,568
24 February, 2026 38,970 24,800 63,770
13 March, 2026 33,700 9,000 42,700

During the year under review, the Company has not raised funds by way of public issue, rights issue or preferential issue and hence, the disclosure under Regulation 32(4) of SEBI Listing Regulations is not applicable.

EMPLOYEE STOCK OPTION SCHEMES ESOP 2021

The Company has adopted the Employee Stock Option Plan, 2021 (ESOP 2021), which was approved by the Board of Directors at their meeting held on 12 May, 2021 and by the Shareholders of the Company by way of a special resolution at their Extra Ordinary General Meeting held on 26 July, 2021 and subsequent modifications thereto.

ESOP 2023

The Company has adopted the Employee Stock Option Plan, 2023 (ESOP 2023), which was approved by the Board of Directors at their meeting held on 12 July, 2023 and by the Shareholders of the Company by way of a special resolution at their Extra Ordinary General Meeting held on 18 July, 2023 and subsequent modifications thereto.

ESOP 2025

During the Financial Year 2025-26, the Company has adopted the Employee Stock Option Plan, 2025 (ESOP 2025), which was approved by the Board of Directors at their meeting held on 09 May, 2025 and by the Shareholders of the Company by way of a special resolution at their Annual General Meeting held on 28 July, 2025 authorising to grant up to 26,60,000 [Twenty Six Lacs Sixty

Thousand Only] Employee Stock Options to the Employees, in one or more tranches.

Grants

During the Financial Year 2025-26, following options were granted under the ESOP Schemes of the Company:

Scheme Number of options granted
ESOP 2021 42,000
ESOP 2023 1,74,000
ESOP 2025 19,35,886

The Nomination and Remuneration Committee administers and monitors the ESOP Schemes in accordance with the provisions of the Act, SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ["SEBI (SBEB and Sweat Equity) Regulations, 2021"] and SEBI Listing Regulations.

It is confirmed that all the Employee Stock Option Schemes ("ESOP Schemes") of the Company are in compliance with the provisions of SEBI (SBEB and Sweat Equity) Regulations, 2021 as amended from time to time.

The Secretarial Auditor of the Company has issued a Certificate, confirming that the ESOP Schemes have been implemented in accordance with the aforesaid Regulations, as amended from time to time. The said certificate is available for inspection by the Members of the Company.

The disclosures with respect to ESOP Schemes, in terms of Regulation 14 of SEBI (SBEB and Sweat Equity) Regulations, 2021 and Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 are available on the website of the Company at https:// www.indiashelter.in/investor-relations

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS TO WHOLLY OWNED SUBSIDIARY

The Company had made investment of 12 Crore in the equity share capital of the Subsidiary Company incorporated on 24 March, 2022.

The Board of Directors of the Company in their meeting held on 04 November, 2025, have accorded their consent to initiate the voluntary liquidation process of the Subsidiary Company.

Further, the Board of Directors and the shareholders of the Subsidiary Company in their meeting held on 16 December, 2025, have approved its voluntary liquidation. Accordingly, ISCFL initiated the process of voluntary liquidation and control of the subsidiary has been transferred to official liquidator w.e.f 16 December, 2025.

During the Financial Year 2025-26, the liquidator has completed the process of realisation of assets and liabilities of ISCFL and distributed the net proceeds of realisation to the Company. ISCFL was not a material subsidiary of the Company and liquidation has not affected any business and financials of the Company.

The consolidated financial results of the Company include results for the subsidiary for the period 01 April, 2025 to 15 December, 2025(being the date of transfer of control).

For details refer to Note no. 41 in relation to related party transactions disclosed as per notes to the Standalone Financial Statements.

NET WORTH

As of 31 March, 2026, the net worth of the Company stood at

3,198 Crore as compared to 2,709 Crore on 31 March, 2025, registering an increase of 18.05%.

PERFORMANCE OF THE COMPANY Disbursement

During the Financial Year 2025-26, the Company disbursed

3,834 Crore as compared to 3,355 Crore in the previous Financial Year registering an annual growth of 14.3%.

Gross Assets Under Management (AUM)

The Gross AUM of the Company stood at 11,044 Crore as at 31 March, 2026, as against 8,535 Crore in the previous Financial

Year, with an annual growth of 29.4%. As of 31 March, 2026, the average ticket size of loan disbursed was 10 Lacs. 99% of the borrowers during Financial Year 2025-26 are women, while loans extended to EWS/LIG borrowers accounted for 70% of the AUM.

RESOURCE MOBILISATION

The Company?s overall borrowing programme is guided by its Board-approved Borrowing and Investment Policy, which is designed to effectively cater to its funding requirements.

The Company has established a well-diversified base of lenders and investors, including the National Housing Bank, public sector banks, private sector banks and other domestic as well as international financial institutions. As at 31 March, 2026, the Company?s sources of funding were primarily in the form of Long-Term Loans from Banks and Financial Institutions (42%), followed by Securitisation & Direct assignment (26%), NHB Refinance (15%), SIDBI Refinance (6%), Co-lending (6%), External Commercial Borrowings (ECB) (3%), Debt capital market (2%). The Company has active relationship with more than 30 lenders and during the Financial Year 2025-26 has raised 4,263 Crore through various modes. The Weighted Average Borrowing Cost as at 31 March, 2026, was 8.2% (including Securitisation/Assignment/Co-lending) as against 8.7% as at the end of Financial Year 31 March, 2025. Pursuant to Special Resolution approved by the members on 28 July, 2025, under Section 180 (1) (c) of the Act, the Board of Directors is authorised to borrow money, from time to time, upon such terms and conditions as the Board may think fit, in excess of the aggregate of paid up share capital and free reserves of the Company, up to an overall limit of 1,20,00,00,00,000 (Rupees Twelve Thousand Crore only). The total borrowings of the Company shall remain within the limits as prescribed by RBI. The Company actively manages its cash flows through prudent Asset-Liability Management practices and undertakes various measures, including diversification of funding sources, optimisation of borrowing tenures and prudent borrowing timing to maintain its cost of funds at an optimal level.

The Company has a comfortable liquidity position as at 31 March, 2026, with 641 Crore of liquid assets (excluding lien-marked balances of 59 Crore) and 1,387 Crore of undrawn sanctioned facilities in hand. The Liquidity Coverage Ratio (‘LCR?) (as per applicable RBI guidelines) stood at 127.63% as against the regulatory requirement of 100%.

The Company continues to access diversified sources of funding including term loans, proceeds from the issuance of Non-Convertible Debentures ("NCDs"), ECB, refinance from the NHB and SIDBI. As at 31 March, 2026, the total borrowings of the Company stood at 5,681 Crore. The Company remains committed to maintaining a well-diversified resource profile.

DuringtheFinancialYear2025-26,theinterestandprincipalonNCDs issued on private placement basis, were duly paid on the respective due dates.

DIRECT ASSIGNMENT "DA" FROM BANKS AND FINANCIAL INSTITUTIONS

The Company has continued to utilise the Direct Assignment market to enhance liquidity, diversify its borrowing profile and manage asset-liability mismatches efficiently. During the Financial Year 2025-26, the Company received 1,022 Crore towards purchase consideration from transfer of Loan against Property (LAP) assets (Direct Assignment) pool to banks. These transactions were undertaken in compliance with RBI guidelines on transfer of loan exposure of Standard Assets and assigned assets were de-recognised in the books of the Company.

COLENDING

During the course of the year, the Company disbursed 239 Crore of funds under the co-lending partnership with the partner bank accounting for 80% of the loan disbursed under partnership.

BORROWINGS FROM OTHER SOURCES

During the Financial Year 2025-26, the Company raised 2,771 Crore from Banks and Financial Institutions in the form of Term Loans (including Refinance from NHB and SIDBI) and 81 Crore through Securitisation Transactions (Pass Through Certificates). During the Financial Year 2025-26, the NHB reposed faith in the Company by disbursing refinance of 579 Crore with this disbursement, the Company had an outstanding of 1,236 Crore with the NHB as on 31 March, 2026. Further, the Company has undrawn sanction of 172 Crore as on 31 March, 2026, from NHB. During the Financial Year 2025-26, the Company has issued and allotted 15,000 (Fifteen Thousand) rated, listed, secured, transferable, redeemable, non-convertible debentures denominated in Indian Rupees (""), of face value of 1,00,000 (Indian Rupees One Lacs) each, aggregating to 1,50,00,00,000 (Rupees One Hundred Fifty Crore only) on a private placement basis on 27 November, 2025, through BSE EBP platform (ISIN No. INE922K07112).

EXTERNAL COMMERCIAL BORROWINGS

The Company has an External Commercial Borrowing (ECB) facility of $ 30 Mn from the US International Development Finance Corporation (DFC). Total outstanding foreign currency loan exposure in the form of External Commercial Borrowing as on 31 March, 2026, constituted 3% of total borrowings and is fully hedged through cross-currency swaps.

DEPOSITS

The Company, being a Non-Deposit taking Housing Finance Company, has not accepted any public deposits within the meaning of Section 73 to 76 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 and amendment made thereunder. Hence, disclosure under sub rule 5(v) of rule 8 of The Companies (Accounts) Rules, 2014 is not applicable.

Further, the Board of Directors, have resolved that the Company has not accepted and it shall not accept any public deposits under Sections 73 to 76 of the Act, read with applicable rules.

LISTING WITH STOCK EXCHANGE

The equity shares of the Company are listed on BSE Limited ("BSE") and National Stock Exchange of India Ltd. ("NSE") since 20 December, 2023.

The Company has duly paid all applicable listing fees to BSE on which its equity shares and debentures are listed and NSE on which its equity shares are listed.

DISCLOSURES WITH RESPECT TO NONCONVERTIBLE DEBENTURES

(i) The total number of non-convertible debentures which have not been claimed by the Investors or not paid by the housing finance Company after the date on which the non-convertible debentures became due for repayment: Nil (ii) The total amount due in respect of such debentures remaining unclaimed or unpaid beyond the date referred to in clause (i) as aforesaid: Nil

DEMATERIALISATION OF EQUITY SHARES & NON CONVERTIBLE DEBENTURES

All equity shares of the Company are held in dematerialised form with National Securities Depository Limited ("NSDL") and Central Depository Services (India) Limited ("CDSL") under ISIN: INE922K01024 as on 31 March, 2026.

The Non-Convertible Debentures (NCDs) issued by the Company are also held in dematerialised form with NSDL and CDSL under ISINs: INE922K07104 and INE922K07112.

DEBENTURE TRUSTEE

The Company has executed Debenture Trust Deed in favour of Catalyst Trusteeship Limited, acting as the Debenture Trustee for the NCDs issued on a private placement basis. The details of Debenture Trustee are as follows.

Catalyst Trusteeship Limited CIN: U74999PN1997PLC110262 GDA House, First Floor, Plot No. 85, S. No. 94 & 95, Bhusari Colony (Right), Kothrud, Paud Road, Pune Maharashtra, India- 411038

CREDIT RATING

The Company?s strong financial discipline and prudent risk management practices are reflected in the credit ratings assigned by reputed Credit Rating Agencies, details of which are provided below:

Agency Instrument Rating (Outlook)
ICRA Non-Convertible Debentures AA- (Stable)
ICRA Long Term Borrowings AA- (Stable)
CARE Long Term Borrowings AA- (Stable)
India Ratings Long Term Borrowings AA- (Stable)

During the year there has been no change in the credit rating assigned to the Company.

PROFITABILITY

The Company delivered strong financial performance in 2025-26. Total income saw a 30% year-on-year (Y-o-Y) growth, rising to 1528.6 Crore in 2025-26 from 1,175.9 Crore in 2024-25. Operating expenses grew to 391.2 Crore in 2025-26 from 306.9 Crore in 2024-25, driven by our strategic focus on expanding the Branch Network, workforce, investing in technology, and enhancing brand visibility amid strong business momentum. Pre-provisioning operating profit increased 35% Y-o-Y, reaching 693.6 Crore in 2025-26 from 515.6 Crore in 2024-25. Credit costs during the year was at 40.3 Crore compared to 26.4 Crore in 2024-25. Profit before tax stood at 653.3 Crore. After accounting for income tax of 150.1 Crore, the Profit after Tax (PAT) increased 33% Y-o-Y, reaching 503.1 Crore in 2025-26, up from 377.8 Crore in the previous year.

ASSET CLASSIFICATION

The Company has complied with its Board-approved policy on Asset Classification, Provisioning, Settlement and Write off. which is in accordance with the Income Recognition and Asset Classification ("IRAC") Norms prescribed by the RBI. Further, the provision computed under the Expected Credit Loss (ECL) methodology is higher than the provision computed in accordance with IRAC Norms prescribed by the RBI.

Details of provisioning are disclosed in Note no. 44.18 to the Standalone Financial Statements.

RECOVERY MECHANISM

The Company is classified as a "Financial Institution" under the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 and has initiated proceedings under this Act against defaulting borrowers for recovery of dues. The Company?s in-house legal team, along with empanelled external lawyers, is engaged to initiate and manage legal proceedings. In instances where repossession is ineffective, alternative legal measures, such as proceedings under Section 138 of the Negotiable Instruments Act and arbitration are pursued. The Company continues to strengthen its collection infrastructure with 100% loan disbursement being carried out through electronic modes and enhanced focus on digital collection mechanism.

CAPITAL ADEQUACY RATIO

In terms of Reserve Bank of India (Housing Finance Companies) Directions, 2025, the Company is required to maintain a minimum capital adequacy of 15% on a standalone basis. The Company maintains strong Capital Adequacy Ratio (CRAR) as against the Regulatory threshold which stood at 56.36% (comprising Tier I capital of 56.08% and Tier II capital of 0.28%) as at 31 March, 2026.

BRANCH EXPANSION

During the Financial Year 2025-26, the Company expanded its footprint by adding 41 new branches, taking the total number of branches to 307 across 15 states, along with 3 offices as at 31 March, 2026. The Company currently operates in the states of Rajasthan, Maharashtra, Madhya Pradesh, Uttar Pradesh, Tamil Nadu, Karnataka, Telangana, Gujarat, Haryana, Uttarakhand, Delhi, Andhra Pradesh, Chhattisgarh, Punjab and Odisha. The Company continues to undertake focused marketing and branding initiatives to enhance visibility and strengthen its market presence.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Given the nature of Company?s business operations, which are not energy-intensive, the disclosures required under Section 134(3)

(m) of the Act read with the Companies (Accounts) Rules, 2014 are not applicable. However, details of the Company?s initiatives relating to conservation of energy and technology absorption are provided in the Business Responsibility and Sustainability Report ("BRSR") forming part of this Annual Report.

TECHNOLOGY

In an increasingly digital financial ecosystem, safeguarding the confidentiality, integrity, and availability of information assets is a core strategic priority. To achieve this, the Company embeds a structured, enterprise-wide approach to information security within its operational and governance frameworks. As an ISO 27001-certified organization, we adhere to globally recognized standards, protecting data through a robust Information Security Management System (ISMS) that enforces comprehensive privacy and data protection controls across all business units. The Company maintains a resilient cybersecurity posture by combining regular risk assessments with strict access management protocols and secure software development lifecycle (SSDLC) practices. To protect the broader operational ecosystem, we have also enhanced our IT risk assessment and third-party risk management workflows. Multiple layers of preventive and detective controls protect digital infrastructure, while Business Continuity and Disaster Recovery (BCDR) mechanisms are regularly reviewed to minimize disruption during unforeseen events. To mitigate evolving threats, the Company leverages a centralized monitoring and incident response framework powered by real-time threat intelligence and analytics. Committed to strict regulatory compliance, data privacy, and a secure operating environment, the Company continues to reinforce the trust placed in us by customers, regulators, and stakeholders while driving operational resilience and long-term value creation.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has no foreign exchange earnings. The details of foreign exchange expenditures during the Financial Year 2025-26 are as below:

Particulars For year ended 31 March, 2026 For year ended 31 March, 2025
(Rs.in Lacs) (Rs.in Lacs)
a) Software license expenses 18.31 9.89
b) Interest Expense of ECB 930.30 879.80

REGULATORY GUIDELINES

During the Financial Year 2025-26, various notifications, circulars and guidelines were issued by the Reserve Bank of India ("RBI") and the National Housing Bank ("NHB") applicable to Housing Finance Companies. All such regulatory updates were periodically placed before the Board of Directors to keep them appraised of the evolving regulatory framework and the Company?s compliance status. The Company has complied with all applicable circulars, notifications and guidelines issued by RBI and NHB from time to time and has adopted all requisite policies and procedures in line with regulatory expectations.

The Company continues to comply with the Master Directions, guidelines and circulars issued by the RBI, NHB, the Act, SEBI Listing Regulations, Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, to the extent applicable to the Company, Foreign Exchange Management Act, 1999, Labour Laws, Income Tax Act, Goods and Services Tax Act and other applicable Acts, amended from time to time.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS:

The Company has complied with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India relating to meetings of the Board of Directors and General Meetings during the year.

DIRECTORS

The Board consists of qualified and experienced individuals from various backgrounds, who possess the necessary skills, expertise, and competencies that enable them to make effective contributions to the Board, its Committees, and the overall decision-making process of the Company.

The composition of the Board is in compliance with the provisions of the Act, the SEBI Listing Regulations and applicable NHB/RBI Regulations. The Board has an optimum combination of Executive, Non-executive and Independent Directors.

As on 31 March, 2026, the Board consists of 7 (Seven) Directors, comprising 1 Chairman (Non-Executive Non-Independent Director), 1 Managing Director & Chief Executive Officer,

4 Independent Directors (including 2 Women Directors), and

1 Non-Executive Non-Independent Director. The composition ensures wide range of skills, independence and domain expertise to the Board.

The Board of Directors of the Company as on 31 March, 2026 are:

Directors Designation DIN
Mr. Sudhin Bhagwandas Choksey Chairman and Non-Executive Non-Independent Director 00036085
Mr. Rupinder Singh Managing Director & Chief Executive Officer 09153382
Mr. Sumir Chadha Non-Executive Non-Independent Director 00040789
Mr. Parveen Kumar Gupta Independent Director 02895343
Ms. Rachna Dikshit Independent Director 08759332
Ms. Savita Mahajan Independent Director 06492679
Mr. Thomson Kadantot Thomas Independent Director 09691435

The following changes took place in the composition of Board of Directors during the Financial Year 2025-26:

? The shareholders of the Company have approved re-appointment of Mr. Sudhin Bhagwandas Choksey (DIN: 00036085), who retired by rotation and being eligible, was reappointed, as Chairman and Non-Executive Non-Independent Director, in the Annual General Meeting held on 28 July, 2025.

? Mr. Shailesh Jayantilal Mehta (DIN: 01633893), ceased to be the Non-Executive Non-Independent Director of the Company w.e.f. 01 April, 2025.

? The shareholders of the Company in their meeting held on 28 July, 2025, have approved re-appointment of Mr. Rupinder Singh (DIN: 09153382) as a Managing Director & Chief Executive Officer of the Company for a further period of five years w.e.f. 23 November, 2025.

BOARD MEETINGS HELD DURING THE YEAR

During the Financial Year 2025-26, four (4) meetings of the Board of Directors were held on [1] 09 May, 2025; [2] 07 August, 2025; [3] 04 November, 2025; [4] 07 February, 2026. The gap between any two consecutive Board meetings did not exceed 120 days in compliance with the provisions of the Act and the SEBI Listing Regulations.

COMMITTEES OF THE BOARD

The Board has constituted the following thirteen (13) Committees to effectively discharge its responsibilities and to comply with the requirements of applicable laws and business needs:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Environmental, Social, Governance and Corporate Social Responsibility Committee ("ESG & CSR Committee")

4. Risk Management Committee

5. IT Strategy Committee

6. IT Steering Committee

7. Information Security Committee

8. Stakeholders Relationship Committee

9. Asset Liability Management Committee

10. Customer Service and Grievance Redressal Committee 11. Wilful Defaulter Committee (Identification and Review Committee) 12. Internal Complaints Committee for redressal of Sexual Harassment Complaints 13. Special Committee of the Board for Monitoring and Follow-up of cases of Frauds? (SCBMF) The recommendations made by the Committees during the year were duly considered and accepted by the Board.

The details related to the composition, terms of reference and number of Meetings held, etc. of these Committees are provided in the Corporate Governance Report, which forms part of this Report.

KEY MANAGERIAL PERSONNEL KMP:

During the Financial Year 2025-26, there were no changes in the Key Managerial Personnel (KMP) of the Company. The Key Managerial Personnel of the Company are as follows: a. Mr. Rupinder Singh –Managing Director & Chief Executive Officer b. Mr. Ashish Gupta- Chief Financial Officer c. Ms. Mukti Chaplot – Company Secretary

CORPORATE GOVERNANCE REPORT

The Company remains committed to maintaining the highest standards of corporate governance and continuously benchmark its best practices against evolving regulatory and industry standards. Our commitment to governance is reflected in our continual efforts to develop and refine processes and systems that enhance our governance framework.

A detailed report on corporate governance in compliance with the SEBI Listing Regulations forms part of this Report as Annexure 2. As at 31 March, 2026, the Company is in adherence to the Internal Guidelines on Corporate Governance framed in accordance with the Reserve Bank of India (Housing Finance Companies) Directions, 2025, which, inter alia, prescribe the corporate governance framework governing the Company?s engagement with its stakeholders. The aforesaid policy is hosted on the Company?s website under the Corporate Governance Policy.

A certificate from Mr. Jitender Singh, Practicing Company Secretary, confirming compliance with the corporate governance requirements, as stipulated under the SEBI Listing Regulations is attached and forms part of this Report as Annexure 3.

COMPANY?S POLICY ON DIRECTOR?S APPOINTMENT, REMUNERATION & EVALUATION

The Board, based on the recommendation of the Nomination and Remuneration Committee, has adopted a "Nomination

& Remuneration Policy" in compliance with the provisions of Section 178 of the Act. The policy, inter-alia, lays down the criteria for identification and appointment of Directors and Senior Management Personnel of the Company, along with the criteria for determination of remuneration of Directors, KMP and other employees and their evaluation and includes other matters. The "Nomination & Remuneration Policy" of the Company is placed on the website of the Company at https://www.indiashelter.in/ investor-relations. The Remuneration paid to the Directors is in line with the remuneration policy of the Company.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company continues to familiarise the Independent Directors with the organisation, including their roles and responsibilities, the industry landscape, and the Company?s business model. In addition, structured branch visits were conducted to provide Directors with direct insights into the Company?s operations. Detailed information on the training programmes is provided in the Business Responsibility and Sustainability Report ("BRSR"), which forms part of this Report.

ANNUAL EVALUATION

The annual performance evaluation of the Board, its committees and Individual Directors was carried out pursuant to the provisions of the Act and the SEBI Listing Regulations.

The Nomination and Remuneration Committee and the Board of Directors carried out the evaluation of each Director?s performance excluding the Director being evaluated, Statutory Board Committees on parameters such as composition and structure of the Board and committees, effectiveness in execution of roles and responsibilities, attendance, acquaintance with business, communication inter-se between Board members, effective participation, domain knowledge, compliance with code of conduct.

During the Financial Year 2025-26, Independent Directors of the Company also in a separate meeting reviewed the performance of the Non- Independent Directors and Board as a whole and assessed the quality, adequacy and timeliness of flow of information between management and the Board which is necessary for the Board to effectively and reasonably perform their duties. Major aspects of board evaluation include who is to be evaluated, process of evaluation including laying down of objectives and criteria to be adopted for evaluation of different persons, structured feedback and action plans for continuous improvement based on the results.

DIRECTOR & KEY MANAGEMENT PERSONNEL Retirement by Rotation and Re-appointment

In accordance with Section 152 of the Act, Mr. Sumir Chadha, [DIN: 00040789], Non-Executive Non-Independent Director of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

Resignation/Retirement of Director

Pursuant to Section 149 (6), Section 152 and Section 161 of the Act and other applicable provisions (including any modification or re-enactment thereof ), if any, of the Act, the Board of Directors of the Company by way of Circular Resolution dated 31 March, 2025, accepted the resignation of Mr. Shailesh Jayantilal Mehta (DIN: 01633893), as a Non-Executive Non-Independent Director w.e.f. 01 April, 2025.

Declaration by Independent Directors

All Independent Directors have submitted the Declaration of Independence, confirming that they continue to fulfil the criteria of independence as prescribed under section 149(6) of the Act and Regulations 16 of the SEBI Listing Regulations.

In the opinion of the Board, the Independent Directors possess the integrity, expertise and experience (including the proficiency) and fulfil the conditions specified in the Act and the rules made thereunder for appointment as Independent Directors and confirm that they are independent of the management.

Disqualifications of Directors, if any:

None of the Directors of the Company are disqualified under the provisions of Section 164 and Schedule V of the the Act.

Declaration of Fit & Proper Criteria

The Company has in place the Board-approved "Fit and Proper Criteria Policy", which assesses the Fit and Proper Criteria for the Directors at the time of appointment and on a continuing basis as per the criteria prescribed by RBI.

All Directors have confirmed their compliance with the Fit & Proper criteria as prescribed under RBI Directions.

Remuneration to Directors

During the Financial Year 2025-26, no remuneration was paid to Non-executive Directors except Sitting fees and Commission payable to the Independent Directors as disclosed in the Financial Statements forming part of this Report. Details of such payments have been disclosed in the Corporate Governance Report.

Corporate Social Responsibility

The Company firmly believes in the power of making a difference, one step at a time. Our unwavering dedication lies in creating meaningful change by bringing together our employees and communities to have a positive impact on every aspect of society. Whether it is the economic, social, or environmental imperatives, we are committed to fostering growth and development. To achieve this, we empower communities through targeted interventions in crucial areas such as healthcare, education, and societal welfare. We extend a helping hand to the underprivileged children and their families, providing a ray of hope in their darkest hours with our initiatives like Education, Healthcare. We strive towards the progress of society, through our Corporate Social Responsibility (CSR) policy, which lays down the action plan for defining how CSR is to be implemented and is in compliance with the Schedule VII of the Act. The said policy is available at https:// www.indiashelter.in/investor-relations.

The Board constituted the Environmental, Social, Governance and Corporate Social Responsibility Committee ("ESG & CSR Committee") in terms of the provisions of Section 135 of the Act and is chaired by an Independent Director.

The ESG & CSR Committee of the Company as on 31 March, 2026, comprises of three members including two Independent Directors as below:

Directors Designation DIN
Ms. Savita Mahajan Independent Director (Chairman of Committee) 06492679
Ms. Rachna Dikshit Independent Director 08759332
Mr. Sumir Chadha Non-Executive Non-Independent Director 00040789

During the Financial Year 2025-26, the ESG & CSR Committee met once on 09 May, 2025.

The attendance of members at the said meeting is disclosed in the Corporate Governance Report forming part of this Annual Report. The Annual Report on CSR containing the composition of the CSR Committee, salient features of the CSR Policy, details of activities, and other information as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached and forms part of this Report as Annexure 4.

Business Responsibility & Sustainability Report (BRSR)

Pursuant to Regulations 34(2)(f ) of the SEBI Listing Regulations, the top 1000 listed entities based on market capitalisation (as on 31 March of every financial year) are required to include a Business Responsibility and Sustainability Report (BRSR) in their Annual Report.

Accordingly, the BRSR for the Financial Year 2025-26, detailing the Company?s initiatives from an environmental, social and governance perspective, is included in the Annual Report which forms part of this Report as Annexure 5.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE PREVENTION, PROHIBITION

& REDRESSAL ACT 2013 READ WITH RULES MADE THEREUNDER

The Company is committed to provide a safe work environment where all employees are treated with dignity and respect. The Company has in place a policy on prevention of sexual harassment in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Employee awareness is reinformed through periodic communications, display of notices and mandatory online trainings which forms part of the induction process.

The composition of the Internal Complaint Committees (ICC) have been disclosed in the Corporate Governance Report forming part of this Annual Report.

Pursuant to Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013 read with Rules there under and Rule 8 of The Companies (Accounts) Rules, 2014, as amended, the details of complaints received and disposed off during the Financial Year 2025-26 are as under:

Particulars Number of Complaints
Number of complaints of sexual harassment filed during the financial year 1
Number of complaints disposed off during the financial year 1
Number of cases pending as on the end of financial year 0

Compliance with the Maternity Benefit Act, 1961

During the Financial Year 2025-26, the Company has complied with the provisions of the Maternity Benefit Act, 1961.

Risk Management Framework

The Company continues to maintain a strong and dynamic Risk Management Framework under the oversight of the Board-level Risk Management Committee.

The Company remains committed to institutionalising a risk aware culture across all functions. The Company operates under a Board-approved Risk Management Policy which provides a structured approach for identification, assessment, monitoring, and mitigation of various internal and external risks. This policy is periodically reviewed and updated to reflect emerging risk trends and regulatory expectations.

Recognising that effective risk management is critical for business continuity, financial sustainability, and stakeholder confidence, the Company has adopted a proactive approach to manage key risk categories, including credit, market, operational, and strategic risks. Appropriate mitigation framework has been implemented to ensure agility and responsiveness in a dynamic business environment.

The Company has strong Risk Management Department headed by Chief Risk Officer (CRO), who is appointed in accordance with applicable RBI Regulations, to oversee the enterprise-wide risk management and ensure independent risk monitoring and reporting.

During the Financial Year 2025-26, the Risk Management Committee actively evaluated the risk landscape through periodic review of key risk indicators, root cause analysis of identified issues and assessment of effectiveness of mitigation measures. The committee also provided strategic direction to strengthen the Company?s risk posture, with a focus on enhancing resilience and preparedness in dynamic macro-financial environment.

HUMAN RESOURCES DEVELOPMENT

The Company recognises human capital as a key-driver that creates long-term social and economic benefits for employees and their families. The Company follows a three-pronged strategy: Get, Keep, and Grow to attract, retain, and develop top talent effectively. As on 31 March, 2026, the Company had 4,800 employees on its payroll, out of which 4,615 are males and 185 are females as compared to 3,818 employees as on 31 March, 2025.

PARTICULARS OF EMPLOYEE RELATED DISCLOSURES

The Company grants Employee Stock Options (ESOPs), share based benefit to eligible employees with a view to attracting and retaining the best talent, encouraging employees to align individual performance with the Company?s objectives and promoting increased participation in the success of the Company. The details of the ESOP plan form part of Note No. 45 of the Financial Statements forming part of this Annual Report.

In compliance with Regulation 14 of SEBI (SBEB and Sweat Equity) Regulations, 2021, the disclosures relating to ESOP Schemes are also available on the website of the Company.

The disclosure pertaining to remuneration as required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is available on Company?s website. Further, the statements prescribed under rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are open for inspection by the shareholders at the registered office of the Company during the business hours on all working days up to the date of the ensuing Annual General Meeting.

VIGIL MECHANISM & WHISTLE BLOWER POLICY

The Company has established a strong Vigil Mechanism through its Whistle Blower Policy, enabling Directors, employees and other stakeholders to report genuine concerns including violations of applicable laws, rules and regulations. The Chairman of the Audit Committee has direct access to all complaints received under this mechanism. The policy is available on the website of the Company at https://www.indiashelter.in/investor-relations.

The Company has also provided the facility to all employees to report suspected, alleged or actual fraud on an anonymous basis. A dedicated Email ID – Whistleblowing@indiashelter.in serves as a single point of contact for such reporting. The Company has constituted the Whistle Blower Committee to address such concerns.

During the year under review and up to the date of this report, no report under section 143(12) of the Act read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014 has been filed by the Statutory Auditors with the Central Government.

Further, no instance(s) of fraud has/have been noted during the year.

CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING AND CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION

The Board has adopted a Code of Conduct to regulate, monitor and report trading by Designated Persons in the securities of the Company in accordance with the provisions of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time. The code, inter alia, requires preclearance for dealing in the securities of the Company and prohibits trading while in possession of Unpublished Price Sensitive Information (UPSI) in relation to the Company and restricts trading during closure of the trading window. The Board of Directors had adopted the ‘Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information, which is available on the website of the Company at https://www.indiashelter.in/investor-relations.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered into by the Company during the Financial Year 2025-26, with the related parties were conducted on arm?s length basis and in the ordinary course of business. There were no materially significant related party transactions with promoters, directors, key managerial personnel or other designated persons, that could have a potential conflict with the interest of the Company at large.

The particulars of contract or arrangement entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Act have been disclosed in Form No. AOC - 2 as attached, which forms part of this Report as Annexure 6. The Company has also formulated a policy named as "Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions" in accordance with the applicable laws which is available on the website the Company at https://www. indiashelter.in/investor-relations.

INTERNAL AUDIT & INTERNAL CONTROLS OVER FINANCIAL REPORTING

Pursuant to Section 134(5)(c) of the Act, the Board of Directors have an overall responsibility for ensuring that the Company has established a strong systems/framework of internal financial controls to provide reasonable assurance on the adequacy and operating effectiveness of such controls in relation to financial reporting, operational efficiency and compliance with applicable laws and regulations.

The Company has put in place an adequate internal control systems and processes commensurate with the nature of its business and operations. These controls provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with applicable standards. These controls are supported by established policies and procedures, which are periodically reviewed and tested to ensure they operate effectively and safeguard the integrity of financial information.

The Company also has an independent Internal Audit function that adopts a Risk-Based Internal Audit (RBIA) approach, ensuring that audit focus is aligned with key business risks and emerging areas of concern. The function periodically reviews critical business processes and areas and is responsible for independently evaluating the adequacy and effectiveness of internal controls, risk management framework, governance processes, and operational systems. Significant audit observations, along with management?s responses and follow-up actions, are placed before the Audit Committee on a quarterly basis. The Audit Committee actively reviews these observations and monitors the implementation of corrective actions to ensure the overall adequacy and effectiveness of the internal control environment. All the recommendations made by the Audit Committee during the year have been duly considered and implemented by the management.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT

As the Company operates as a Housing Finance Company, the disclosures relating to loans, guarantees and securities provided in the ordinary course of business are exempt under Section 186(11) of the Act.

However, requisite disclosures pertaining to loans, guarantees, and investments in accordance with Section 186 and applicable rules are provided in the Notes to the Standalone Financial Statements.

DISCLOSURE UNDER SECTION 43(a)(ii) OF THE ACT

The Company has not issued shares with differential rights. 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. 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 673 OF THE ACT

During the Financial Year 2025-26, there were no instances of non-exercise of voting rights in respect of shares purchased directly by employees under any 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.

BUYBACK OF THE COMPANY?S OWN SHARES

During the Financial Year 2025-26, the Company did not make any buy back of its shares or share equivalent/stock options during the year under review. Hence the provisions of section 68 of the Act, are not applicable.

DISCLOSURE UNDER SECTION 19714 OF THE ACT

The Managing Director and Chief Executive Officer of the Company has not received any commission from its Subsidiary Company.

DISCLOSURE UNDER RULE 8 OF THE COMPANIES ACCOUNTS RULES, 2014

During the Financial Year 2025-26, the Company neither made/ had any application against the Company 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.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the Financial Year 2025-26, there were no instances of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions.

MAINTENANCE OF COST RECORDS

The Central Government has not specified the maintenance of cost records under section 148(1) of the Act, for the services of the Company.

INVESTOR EDUCATION AND PROTECTION FUND

No amount was required to be transferred to Investor Education and Protection Fund during the year under review, as nothing remain unpaid or unclaimed during the period of past 7 years.

WEBSITE DISCLOSURES

All statutory disclosures, policies and updates are being regularly updated on the website of the Company at www.indiashelter.in.

ANNUAL RETURN

Pursuant to Section 92(3) read with section 134(3)(a) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Returns of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company at https://www. indiashelter.in/investor-relations.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis report as required in term of SEBI Listing Regulations, forms part of this Report as Annexure 7.

DIRECTORS? RESPONSIBILITY STATEMENT

In terms of sub-section (5) of Section 134 of the Act we, the Directors of the Company, state in respect of Financial Year 2025-26 that: —a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to 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 at the end of the financial year and of the profit and loss 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 this Act 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 a going concern basis; e) 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS

STATUTORY AUDITORS

AsperprovisionsofSection139,142andotherapplicableprovisions of the Act, if any, read with the Companies (Audit & Auditors) Rules, 2014, as per RBI guidelines, 2021, and other relevant provisions including any statutory re-enactment or modification thereof, appointment of M/s. S.R. Batliboi & Associates LLP, Chartered Accountants, having Registration Number 101049W/E300004 was approved by the Audit Committee and the Board of Directors at their meeting held on 08 May, 2024 and subsequently by the shareholders of the Company in the Annual General Meeting held on 19 June, 2024 as Statutory Auditors of India Shelter Finance Corporation Limited to hold the office from the conclusion of 26th Annual General Meeting till the conclusion of 29th Annual General Meeting of the Company.

AUDITORS? REPORT

The Statutory Auditors? Report for Financial Year 2025-26 is unqualified with no adverse remarks. The Standalone and Consolidated Financials, notes to the Financial Statements, read with the Auditors? Report, are self-explanatory and not require any further clarification.

DETAILS IN RESPECT OF FRAUDS UNDER SUBSECTION 12 OF SECTION 143 OF THE ACT

There were no instances of any frauds reported by the Company?s auditors.

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

Pursuant to Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and Regulation 24A of the SEBI Listing Regulations, Mr. Jitender Singh (Membership No.: A33610 & CP: 26612) was appointed as Secretarial Auditor of the Company for a consecutive period of 5(Five) years from the Financial Year 2025-26 till Financial Year 2029-30, as approved by the Board of Directors and shareholders in their meeting held on 09 May, 2025 and 28 July, 2025, respectively.

The Secretarial Auditor has confirmed that they have subjected themselves to Peer Review process by the Institute of Company Secretaries of India ("ICSI") and hold valid certificate issued by the Peer Review Board of ICSI.

The Report of Secretarial Auditor for Financial Year 2025-26 is unqualified, with no adverse remarks and is attached and forms part of this Report as Annexure 8. The report by Secretarial Auditor is self-explanatory and does not require any further clarification.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY?S OPERATIONS IN FUTURE

There were no material orders passed by the Regulators/Courts/ Tribunals which would impact the going concern status of the Company and its future operations.

OTHER DISCLOSURES

The Company has license key from Unique Identification Authority of India (UIDAI) as Authentication User Agency (AUA) and e-KYC User Agency (KUA), for OTP/Biometric/Face Authentication.

APPRECIATION

The Board formally expresses their gratitude and sincerely recognises the contributions and ongoing support from the shareholders, customers, debenture holders, debenture trustees, Central and State Governments, Bankers, Reserve Bank of India, National Housing Bank, Registrar of Companies, Securities and Exchange Board of India, BSE Limited, National Stock Exchange of India Limited, Insurance Regulatory and Development Authority of India, Registrar & Share Transfer Agent, Credit Rating Agencies, Auditors and other Statutory and Regulatory Authorities for the kind co-operation and assistance provided to the Company. The Directors also extend their special appreciation to the employees at all levels for their contribution towards the growth of the Company which was made possible by their hard work, dedication and continued support.

For and on behalf of the Board of Directors

India Shelter Finance Corporation Limited

Sd/-

Sd/-

Mr. Sudhin Bhagwandas Choksey

Mr. Rupinder Singh
Chairman and Non-Executive Non Independent Director Managing Director and Chief Executive Officer
DIN: 00036085 DIN: 09153382
Place: Gurugram Place: Gurugram
Date: 02 May, 2026 Date: 02 May, 2026

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