Directors Report of GIC Housing Finance Ltd.

Mar 31, 2025

Your Directors’ have pleasure in presenting the 35^th Annual Report of your Company together with the Audited Financial Statements
for the Financial Year ended March 31, 2025.

FINANCIAL HIGHLIGHTS (CONSOLIDATED) (? in Lakhs)

PARTICULARS	March 31, 2025	March 31, 2024
Total Income Less: Interest expenditure Overheads Depreciation & amortization Profit Before Exceptional Item and Tax Less: Exceptional Item Profit Before Tax Less: Provision for Tax Less: Deferred Tax (Net) Profit After Tax Other Comprehensive Income Total Comprehensive Income	1,08,894	1,06,968
	70,296	71,038
	15,121	14,012
	1,501	1,502
	21,976	20,416
	1,306	-
	20,670	20,416
	4,458	4,256
	170	1,025
	16,042	15,135
	(18)	241
	16,024	15,376

FINANCIAL HIGHLIGHTS (STANDALONE)

PARTICULARS	March 31, 2025	March 31, 2024
Total Income	1,08,888	1,06,964
Less: Interest expenditure	70,296	71,038
Overheads	15,148	14,033
Depreciation & amortization	1,501	1,502
Profit Before Exceptional Item and Tax	21,943	20,391
Less: Exceptional Item	1,306	-
Profit Before Tax	20,637	20,391
Less: Provision for Tax	4,450	4,250
Less: Deferred Tax (Net)	170	1,025
Profit After Tax	16,017	15,116
Other Comprehensive Income	(18)	241
Total Comprehensive Income	15,999	15,357
Profit brought forward	2,861	2,577
Profit available for appropriation	18,860	17,934

IMPORTANT FINANCIAL RATIOS

PARTICULARS	March 31, 2025	March 31, 2024
Return on Net Worth (%)	8.14	8.40
Return on Total Assets (%)	1.48	1.47
Book Value per share (?)	364.78	339.57
Earnings per share (?)	29.74	28.07
Debt Equity Ratio (times)	4.44	4.68
Average cost of funds (%)	8.22	8.01
Average yield on advances (%)	9.95	9.82
Net Interest Margin (%)	3.28	3.13

DIVIDEND

Your Company has a consistent track record of dividend payments. The Board of Directors at its meeting held on May 16, 2025 has
recommended a final dividend of ^4.50/- per equity share of face value of ^ 10/- each fully paid up i.e. 45% for the Financial Year
2024-25, subject to approval by Members in the ensuing 35^th Annual General Meeting of the Company. The proposed dividend will
be considered as liability on approval of shareholders at 35^th AGM.

The total dividend outgo for the current year would amount to ^ 2,423 Lakhs as against ^ 2,423 Lakhs in the previous year. The
dividend pay- out ratio for the current year will be 15.13% as against 16.03% in the previous year.

Consequent to amendment made in the budget 2020, DDT u/s. 115-O has been abolished and accordingly dividend paid on or after
April 1, 2020 attracts TDS under Section 194 at the rate of 10% if the aggregate of the amounts of such dividend distributed or
paid during the year exceeds ^ 10,000/- to a shareholder being an individual, for all other cases there shall be no threshold limit.

However, no TDS shall be deducted in case of any dividend payment to any Insurance Company and Mutual Fund specified u/s.
10(23D) of Income Tax Act, 1961. Moreover, as per Section 195 of the Income Tax Act, 1961, TDS is required to be deducted at the
rate of 20% plus surcharge on payment of Dividend to Non-Resident.

The Dividend Distribution policy as required under Regulation 43A read with Regulation 3(2A) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (herein after referred to as “Listing Regulations, 2015”) is available on the website of
Company at https://gichfindia.com/pdf/2025-26/DIVIDEND%20DISTRIBUTI0N%20P0LICY%20-%20Finalll.pdf

AMOUNT TRANSFERRED TO RESERVES

Your Company has transferred ^ 3,500 Lakhs to Special Reserve u/s. 36(1)(viii) of the Income-Tax Act, 1961, and an amount of
^ 10,000 Lakhs to General Reserve.

CAPITAL ADEQUACY RATIO (CAR)

The Company has been maintaining the Capital Adequacy Ratio (CAR) above the minimum required level as prescribed by National
Housing Bank (NHB) / Reserve Bank of India (RBI) from time to time.

The Capital Adequacy Ratio of the Company as at March 31, 2025 stood at 34.92% as against 33.56% as at March 31, 2024.
HIGHLIGHTS OF BUSINESS PERFORMANCE
Income, Profit, Loan Approvals and Disbursements

Total income for the year under review is ^ 1,08,888 Lakhs as against ^ 1,06,964 Lakhs for the previous year. For the year under
review, Profit before tax is ^ 20,637 Lakhs and Profit after tax is ^ 16,017 Lakhs as against ^ 20,391 Lakhs and ^ 15,116 Lakhs
respectively for the previous year.

The Company’s main thrust continues to be on Individual Loans. New loans approved during the year amounted to
^ 1,91,546 Lakhs and loans disbursed during the year are ^ 1,78,868 Lakhs as against ^ 1,34,730 Lakhs and ^ 1,27,525 Lakhs
respectively for the previous year. The Retail Loan portfolio as at March 31, 2025 stood at ^ 10,49,406 Lakhs as compared to
^ 10,27,973 Lakhs for the previous year.

During the year under review, your Company has made impairment of financial instruments (provisioning), including write-off to
the extent of ^ 1,652 Lakhs as against ^ 1,821 Lakhs provided for in the previous year.

RESOURCE MOBILISATION

Your Company takes every effort to tap appropriate source of funding to minimize the weighted average cost of funds. Your
Company has mobilized funds through the following sources:

A. Term Loans from Bank(s)

Your Company has borrowed fresh long term loans of ^ 1,793 Crores from banks during the year under review as against
^ 2,387 Crores during the previous year. The aggregate of term loans outstanding as at the end of the financial year stood at
^ 6,260.34 Crores as against ^ 6,808.72 Crores as at the end of the previous year.

B. Refinance from National Housing Bank (NHB)

Your Company has not availed any refinance from NHB during the year under review. The refinance facility outstanding as on
March 31, 2025 is ^ 349.86 Crores as against ^ 640.14 Crores as at the end of the previous year.

C. Short term Loans and Commercial Papers

During the year under review, your Company has raised resources by issuing Commercial Papers and also resorted to short
term borrowings from the banks and the total outstanding amount as on March 31, 2025 is ^ 1,500.44 Crores. Your company
affirms that there has been no deviation or variation in the utilization of proceeds of Commercial Papers from the objects
stated in offer document(s).

D. Non-Convertible Debentures

Your Company has issued Secured Non-Convertible Debentures (NCDs) of ^ 600 Crores during the year under review, on
private placement basis and the total outstanding secured Non-Convertible Debentures (i.e. principal outstanding) as on
March 31, 2025 is ^ 600 Crores. Your company affirms that there has been no deviation or variation in the utilization of
proceeds of NCDs from the objects stated in offer document(s).

CHANGE IN THE NATURE OF BUSINESS (IF ANY)

There were no fundamental changes in the business of the Company during the Financial Year ended March 31, 2025.
CORPORATE AGENCY BUSINESS (IRDAI REGISTRATION NO.: CA0651)

Your Company holds Certificate of Registration (Registration no. CA0651) to act as Corporate Agent (Composite i.e. for Life & Non¬
Life Insurance) issued by Insurance Regulatory and Development Authority of India (IRDAI).

Under Corporate Agency, your company has a tie up with ‘Kotak Mahindra Life Insurance Company Limited, “Aditya Birla Sun
Life Insurance Company Limited”, “ICICI Prudential Life Insurance Company Limited” and “Canara HSBC Life Insurance Company
Limited” for getting insurance cover on the life of the borrower to the extent of the “Outstanding Home Loan” and with TATA AIG
General Insurance Company Limited, ICICI Lombard General Insurance Company Limited and National Insurance Company Limited
for getting insurance cover on the health of borrowers. The said “Group Life/ Health Cover(s)” are optional and the Company
arranges this insurance on request from the borrower. These schemes ensure protection to the families of the borrower in case
of un- expected eventualities like untimely death of borrower due to accident or natural death or critical illness. Your Company
is getting Commission from the Insurance partners for the Insurance Business sourced to them at the rates as permitted by IRDAI.

CREDIT RATING

During the year under review, your Company had received ratings from CRISIL Limited and ICRA Limited for its various borrowing
programmes as follows:

CRISIL Rating:

• For Commercial Paper programme of ^ 1,500 crores as A1 .

• For Long Term Bank Loan Programme of ^ 8,100 crores as AA (Stable).

• For Short Term Bank Loan Programme of ^ 1,000 crores as A1 .

• For Non-Convertible Debentures Borrowing Programme of ^ 1,355 crores as AA (Stable).

ICRA Rating:

• For Commercial Paper programme of ^ 1,500 crores as A1 .

• For Short Term Bank Loan Programme of ^ 1,000 crores as A1 .

• For Fund Based Long Term Bank Loan Programme of ^ 9,000 crores as AA (Stable).

• For Non-Convertible Debentures Borrowing Programme of ^ 1,355 crores as AA (Stable).

INSURANCE COVERAGE TO BORROWERS

Your Company had taken “Special Contingency Insurance” with The New India Assurance Company Limited, which covers the
borrowers of your Company as under:

• Personal Accident Insurance: Personal accident (death only) risk cover, free of cost to the borrowers up to the extent of

principal outstanding of loan at any particular point of time during the term/ tenure of the housing loan.

• Mortgaged Property Insurance: The property acquired out of loan, for and up to the extent of principal outstanding of loan,

covered free of cost against fire, earthquake and allied perils affecting the mortgaged property.

BRANCH EXPANSION

No new Branches were opened during the year under review. Your company has total 72 Branch Offices (including corporate office),
5 Satellite Offices and 4 Hub offices as on March 31, 2025. Your Company is constantly endeavouring for brand building of the
company and to generate general awareness and improve the brand image of the Company.

TECHNOLOGY INITIATIVES

The website of your Company is user friendly. Digitalization measures enabled your Company to connect and engage with
Customers for business and collections. Thrust on cyber security was given and security awareness was spread amongst the
employees regularly. Information on do’s and don’ts to safeguard the information assets of the Company is being communicated
to the employees regularly.

Your Company has migrated to digital meetings platform for Board and Committee meetings which is paperless, secure, efficient
and cost effective. Further, the Company has also a platform for maintaining Structured Digital Database (SDD) for recording
movement of Unpublished Price Sensitive Information (UPSI). Your Company is utilizing the Video Conferencing facility for Board /
Committee meetings, review meetings with branches, zonal offices and interviews for recruitments etc.

SHARE CAPITAL

During the financial year 2024-25, the Share Capital structure of your company remained unchanged and there was neither new
issue of shares to existing shareholders or new shareholders by way of Public issue or Private Placement or otherwise nor to the
employees/Directors by way of ESOPs’ or Sweat Equity Shares as the case may be.

Out of 5,38,51,066 equity shares, 5,36,47,449 equity shares (i.e. 99.62%) are in dematerialised form as at March 31, 2025 as
against 5,36,21,120 equity shares (i.e. 99.57%) as at March 31, 2024.

The equity shares of the Company continue to be listed on BSE Limited and National Stock Exchange of India Limited. The Annual
Listing fees for the Financial Year 2025-26 are paid to these Stock Exchanges well in advance. Your Company has listed its Non¬
Convertible Debentures & Commercial Papers on BSE Limited.

UNCLAIMED DIVIDEND & SHARES TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013, and Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 read with the relevant circulars and amendments thereto, the
dividend amount that remained unclaimed and unpaid for more than 7 years from the date it become first due for payment, shall
be transferred to Investor Education and Protection Fund.

Your Company takes various initiatives to reduce the quantum of unclaimed dividend by periodically intimating the concerned
members, requesting them to encash their dividend before it becomes due for transfer to the IEPF, sending individual reminder
Letters/e-Mails/SMSs, Newspaper publication, website disclosures, etc. This information is being mentioned in the Annual Report
every year. In spite of constant and sincere efforts to pay the unclaimed dividend to respective shareholders, certain amount of
dividend still remains unclaimed.

Unclaimed dividend relating to F.Y. 2016-17 amounting to ''18,85,240/- which has not been claimed by shareholders, has been
transferred to Investor Education and Protection Fund (IEPF) during the month of September 2024.

In terms of the provisions of Section 124(6) of the Companies Act, 2013 and Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Amendment Rules, 2017, Company is required to transfer the shares in respect of which
dividend remains unpaid and unclaimed for a period of seven consecutive years to the Investors Education and Protection Fund
(IEPF) Suspense Account. Accordingly, your company has transferred total 24,587 No. of equity shares to IEPF during the year under
review and as on March 31, 2025, total No. of 2,18,393 shares (i.e. 0.41%) stand in the name of IEPF Authority.

Members are requested to claim their unpaid/unclaimed dividends from F.Y. 2017-18 till date, on or before September 05, 2025
failing which, company will proceed to transfer the unclaimed dividend relating to F.Y. 2017-18 along with shares to IEPF authority
as per the provisions of the Companies Act, 2013 and rules made thereunder.

REGULATORY COMPLIANCES

RBI / NHB Compliances

During the year under Review, RBI / NHB has issued various Circulars, Notifications, Guidelines etc. which iter-alia includes Master
Direction - Reserve Bank of India (Credit Information Reporting) Directions, 2025, Private Placement of Non-Convertible Debentures
(NCDs) with maturity period of more than one year by HFCs - Review of guidelines etc. Your Company is endeavouring to ensure the
continued compliance of these regulatory changes including Master Direction - Non Banking Financial Company - Housing Finance
Company (Reserve Bank) Directions, 2021, which has been effective from February 17, 2021, Scale Based Regulations, reporting of exit

of Senior Management Personnel (SMP) and/ or Non-Executive Directors (NEDs) to the extent applicable. Your Company is successfully
registered on CRaMIS portal and all the data/ returns are being uploaded as per respective timelines on the CRaMIS portal.

IRDAI Compliances

Your Company is registered with IRDAI for carrying on the Corporate Agency business. Your company is endeavouring to ensure the
continued compliance of the applicable requirements under IRDAI (Registration of Corporate Agent) Regulations 2015, as amended
from time to time.

The Companies Act, 2013 and SEBI Regulations & other Compliances

Your Company has been complying with the provisions of the Companies Act, 2013, SEBI regulations, Stock Exchange Circulars/
Notifications etc. to the extent applicable.

During the year under review, your Company has not made any application or no proceeding was pending under the Insolvency and
Bankruptcy Code, 2016. The Company has not entered into one-time settlement for any loans availed from the Banks or Financial
Institutions.

SECRETARIAL STANDARDS

Your Company has complied with the applicable Secretarial Standards i.e., Secretarial Standard on Meetings of Board of Directors
(SS-1) and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

HOLDING AGM

AGM of your Company is scheduled to be held on August 19, 2025 (Tuesday) which is in line with the statutory time lines as
provided under the provisions of the Companies Act, 2013, Listing Regulations, 2015 and/or any other laws for the time being in
force as may be applicable to your Company.

EXTRACT OF ANNUAL RETURN AS PER SECTION 92 OF THE COMPANIES ACT, 2013

In accordance with the provisions of Section 92(3) of the Companies Act, 2013, Annual Return in Form MGT-7 of the Company is
hosted on website of the Company under sub-tab ‘other disclosures’ at https://gichfindia.com/Investors%20Information%20&%20
Compliances.php

SECRETARIAL AUDIT & SECRETARIAL COMPLIANCE REPORT

As required under section 204 of the Companies Act, 2013 and Rules thereof, the Board has appointed M/s. Makarand M. Joshi &
Co., Practicing Company Secretaries as Secretarial Auditor of your Company for the Financial Year 2024-25. The Secretarial Audit
Report does not contain any qualification, reservation or adverse remark. The Secretarial Audit Report for the Financial Year ended
March 31, 2025 is annexed as Annexure - A to this report.

In addition to the Secretarial Audit Report, Secretarial Compliance Report has also been issued by the PCS as per the SEBI Circular
No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024. The said report has also been submitted to the Stock Exchanges
within the prescribed timeline. In terms of Regulation 24A of the Listing Regulations, 2015, Secretarial Compliance Report issued
by M/s. Makarand M. Joshi & Company, Company Secretaries is annexed as Annexure - B.

STATUTORY AUDITORS

M/s. Chandabhoy & Jassoobhoy, Chartered Accountants (Firm registration no. 101647W) were appointed as the Statutory Auditor
of the Company in terms of RBI circular dated April 27, 2021 for a period of 3 (three) consecutive years in 32^nd Annual General
Meeting held on September 23, 2022 to hold office till conclusion of 35^th Annual General Meeting of the Company, subject to their
continuity of fulfilment of the applicable eligibility norms. Accordingly, their term as Statutory Auditor will come to an end in this
35^th AGM of the Company.

Subject to approval of shareholders, Board of Directors of the company in its meeting held on February 11, 2025 considered and
approved the appointment of M/s. Gokhale & Sathe, Chartered Accountants (Firm registration No. 103264W) as Statutory Auditor
of the Company for a period of 3 (three) consecutive years from the conclusion of ensuing 35^th AGM of the Company till the
conclusion of 38^th AGM of the Company.

Further, the notes on financial statements referred in the Auditors’ Report are self-explanatory and do not call for any further
comments. The Statutory Auditors’ Report does not contain any qualification, adverse remark or disclaimer and do not call for
further comments.

REPORTING OF FRAUD (IF ANY)

During the year under review, there were no incident of fraud(s), detected and reported by statutory auditor under Section
143(12) of the Companies Act, 2013.

MEETINGS OF THE BOARD

6 (Six) Board Meetings were held during the Financial Year 2024-25. The details of the Board and various Committee meetings are
given in the Corporate Governance Report. Your Company has complied with all the requirements as applicable under Companies
Act, 2013 and related rules, Listing Regulations, 2015 and also the Master Direction -Non-Banking Financial Company -Housing
Finance Company (Reserve Bank) Directions, 2021, in relation to the Board of Directors and the Committees of the Board.

COMMITTEES OF THE BOARD & ITS MEETINGS

As on March 31,2025, the Board has constituted seven Board Level Committees viz. Audit Committee, Nomination & Remuneration
Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee, Risk Management Committee, IT
Strategy Committee and Wilful Defaulters Review Committee.

Composition of the Board and its various Committees along with their terms of reference and details of their meetings during
the year is disclosed in Corporate Governance Report of the company which forms part of the Annual Report. In accordance with
the provisions of the Companies Act, 2013, there were no instance(s) where recommendation(s) of Audit Committee were not
considered by Board.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

The details of Directors and KMPs appointed / re-appointed (based on the recommendations of the Nomination & Remuneration
Committee and fit and proper criteria) and ceased during F.Y. 2024-25 are as follows:

Sr. No.	Name of Director(s)/KMP(s)	Category	Effective Date	Mode of Appointment/ Cessation
Appointment(s) during F.Y. 2024-25
1	Shri B. S. Rahul	Non-Executive Director	May 13, 2024	Appointed by Board.
2	Smt. Girija Subramanian	Non-Executive Director	August 06, 2024	Appointed by Board.
3	Shri Sachindra Salvi	Managing Director & CEO (KMP)	March 01, 2025	Appointed by Board.
Cessation(s) during F.Y. 2024-25
1	Smt. Neerja Kapur	Non-Executive Director	April 30, 2024	Resignation due to superannuation from Promoter Company.
2	Shri Rashmi Raman Singh	Non-Executive Director	February 28, 2025	Resignation due to superannuation from Promoter Company.
3	Shri Paul Lobo	Managing Director & CEO (KMP)	February 28, 2025	Resignation due to superannuation and completion of term.

The details of Directors & KMPs appointed (based on the recommendations of the Nomination & Remuneration Committee, fit and
proper criteria and performance evaluation) and ceased during the F.Y. 2023-24 are as follows:

Sr. No.	Name of Director(s)/KMP(s)	Category	Effective Date	Mode of Appointment/ Cessation
Appointment(s) during F.Y. 2023-24
1	Shri Rashmi Raman Singh	Non-Executive Director	August 07, 2023	Appointed by Board.
2	Shri Sunil Kakar	Independent Director	August 07, 2023	Appointed by Board.
3	Smt. Rajeshwari Singh Muni	Non-Executive Director	September 26, 2023	Appointed by Board.
4	Shri Ramaswamy Narayanan	Non-Executive Director (Chairman)	November 03, 2023	Appointed by Board.
5	Smt. Rani Singh Nair	Independent Director	September 26, 2023	Re-appointed by Shareholders for second term in 33rd AGM held on September 26, 2023.
6	Shri Vaijinath Gavarshetty	Independent Director	January 06, 2024
7	Shri Kishore Garimella	Independent Director	January 06, 2024
8	Shri Sathia Jeeva Krishnan	Independent Director	January 06, 2024

Sr. No.	Name of Director(s)/KMP(s)	Category	Effective Date	Mode of Appointment/ Cessation
Cessation(s) during F.Y. 2023-24
1	Smt. Suchita Gupta	Non-Executive Director	September 01, 2023	Cessation due to superannuation from Promoter Company.
2	Shri NSR Chandra Prasad	Independent Director	September 26, 2023	Cessation due to completion of tenure.
3	Shri Devesh Srivastava	Non-Executive Director (Chairman)	September 30, 2023	Cessation due to superannuation from Promoter Company.
4	Shri Satyajit Tripathy	Non-Executive Director	February 29, 2024	Cessation due to superannuation from Promoter Company.

The details of Directors & KMPs appointed (based on the recommendations of the Nomination & Remuneration Committee and fit
and proper criteria) or ceased from the end of financial year till the date of adoption of Directors’ Report are as follows:

Sr. No.	Name of Director(s)/KMP(s)	Category	Effective Date	Mode of Appointment/ Cessation
1.	Shri Sanjay Joshi	Non-Executive Director	July 11, 2025	Appointed by Board.

DETAILS OF APPOINTMENT AND RE-APPOINTMENT OF DIRECTORS

Following are the details of directors proposed to be appointed / re-appointed:

Name of Director(s)	Category	Appointment / Reappointment
Shri B. S. Rahul	Non-Executive Director	Re-appointment due to retirement by
Smt. Girija Subramanian	Non-Executive Director	rotation
Shri N. Damodharan	Independent Director	Re-appointment for a second term of 5
		years

Certificate received from M/s. Makarand M. Joshi & Co., Practicing Company Secretaries regarding Non-disqualification of Directors
of your Company from being appointed/continuing as Director in your Company is annexed as Annexure - C.

Your Directors recommended the appointment / re-appointment of above referred Directors and the related resolutions are
included in the notice convening 35^th Annual General Meeting of the Company.

HUMAN RESOURCES DEVELOPMENT & INDUSTRIAL RELATIONS

Your Company aims to align HR practices with business goals, increase productivity of Human resources by enhancing knowledge,
skills and to provide a conducive work environment to develop a sense of ownership amongst employees. The Company recruited
employees during the year for various positions and promoted employees to take up higher responsibilities. Employee relations
remained cordial and the work atmosphere remained congenial during the year.

Your Company values its human resources and believes that the success of an organisation is directly linked to the competencies,
capabilities, contributions and experience of its employees. The Company’s core philosophy is centred around promoting a safe,
healthy and happy workplace while fostering a conducive work environment among its employees.

The total number of employees of the Company was 553 (422 on roll and 131 on contract) as on March 31,2025 as against 519 (335
on roll and 184 on contract) as at the end of the previous year.

PARTICULARS OF EMPLOYEES AND REMUNERATION

(a) The ratio of remuneration of each Director to the median of employee’s remuneration and such other details as required
under section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, are furnished below:

1. Ratio of remuneration of each Director to the median employees’ remuneration for F.Y. 2024-25.

The ratio of the remuneration of MD & CEO to the median remuneration of the employees (on roll employees) of the
Company for the FY 2024-25 was:

• For Shri Paul Lobo, MD & CEO for the period from April 01, 2024 to February 28, 2025 (in FY 2024-25) - 4.33:1

• For Shri Sachindra Salvi, MD & CEO for the period from March 01,2025 to March 31,2025 (in FY 2024-25) - 3.20:1

Independent Directors are eligible for sitting fees only. The details of sitting fees paid to the Directors for attending
meetings of the Board and Committees are given in the Corporate Governance Report of the Company.

Your Company has only 1 (‘one’) whole time Director i.e. Managing Director & CEO. All the payments made to Managing
Director & CEO are disclosed in Corporate Governance Report of the Company. The Managing Director & CEO is also
appointed as Managing Director on the Board of Subsidiary Company without any remuneration / commission.

2. Percentage increase in the remuneration of each Director and Key Managerial Personnel in F.Y. 2024-25.

The percentage increase in remuneration in the financial year for the Managing Director & CEO was :

• For Shri Paul Lobo, MD & CEO for the period from April 1, 2024 to February 28, 2025 (in F.Y. 2024-25) - 8.75%

• For Shri Sachindra Salvi, MD & CEO for the period from March 01, 2025 to March 31, 2025 - NA, being first month
of employment.

The other Key managerial personnel of the Company are Chief Financial Officer and Company Secretary and the
percentage increase in their remuneration was 2.15% and 7.05 % respectively.

3. Percentage increase in the median remuneration of employees in F.Y. 2024-25.

The percentage increase in the median remuneration of employees in the Financial Year 2024-25 was (9.13)% due to
increase in recruitment.

4. Average percentile increase already made in salaries of employees other than Managerial personnel in last
Financial Year and its comparison with the percentile increase in Managerial Remuneration.

Average % increase in remuneration of the employees other than managerial personnel in the Financial Year 2024-25 was
(8.39)% due to increase in recruitment (Based on average gross) and that of Managerial remuneration was 8.75 % and Nil %
(for Shri Paul Lobo and Shri Sachindra Salvi, MD & CEO for their respective service periods) during the year under review.

The average increase in the remuneration of both, the managerial and non-managerial personnel was determined based on
the Annual Performance Evaluation, Interviews and also based on the HR policy as approved by the Board of Directors.

There were no exceptional circumstances which warranted an increase in managerial remuneration which was not
justified by the overall performance of the Company. The Company affirms that the remuneration is as per the HR
policy of the Company.

5. The Key parameters for any variable component of remuneration availed by the Directors.

Performance Linked Incentive to MD & CEO is paid as per Board approved Policy where major performance criteria
include targets for Business, Collections, New Initiatives, Profit Before Tax for overall performance of organization.

6. Affirmation that remuneration is as per the remuneration policy of the company.

The Company affirms that the remuneration is as per the remuneration policy of the Company.

(b) Details of Top Ten Employees under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & (3) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014:

1. Personnel who are in receipt of remuneration aggregating not less than ''1,02,00,000 p.a. and employed throughout
the financial year:

Nil

2. Personnel who are in receipt of remuneration aggregating not less than '' 8,50,000 per month and employed for
part of the financial year:

Nil

3. Personnel if employed throughout the financial year or part thereof, was in receipt of remuneration in that year
which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the
managing director or whole-time director or manager and holds by himself or along with his spouse and dependent
children, not less than 2% of the equity shares of the company

Nil

Sr. No.	Employee Name	Designation of Employee	Remuneration Received (in *)	Nature of employment (Contractual / Permanent)	Qualification & Experience	Date of commencement of employment	Age of Employee	Last employment held by employee before joining organisation	% of equity shares held by employee	Whether employee is relative of any Director / Manager of the company. if yes provide name
1	Smt. Varsha Godbole	Senior Vice President	43,02,076	Permanent	CA	June 3, 2019	59	On deputation from National Insurance Co. Ltd.	Nil	No
2	Shri Achuta Rama Murthy Sombhatla	Senior Vice President	41,69,440	Permanent	M.com, LLB	July 6, 2022	56	Poonawala Housing Finance Ltd.	Nil	No
3	Shri Sajid Haider Munshi	Senior Vice President	41,03,666	Permanent	B Com	March 11, 2022	54	Utkarsh Small Finance Bank Ltd.	Nil	No
4	Shri T. Mariraja	Senior Vice President	38,25,377	Permanent	B.E., MBA.,LLB., MSW.,FIII	May 17, 2024	55	On deputation from United India Insurance Co. Ltd.	Nil	No
5	Smt. Radhika Balasubramanian	Vice President	37,99,833	Permanent	B Com	July 1, 1992	59	Hindustan Pencils Ltd.	Nil	No
6	Shri Vijayaramesh Shankaran	Vice President	37,66,142	Permanent	B Sc	July 18, 1991	59	CMC Ltd.	Nil	No
7	Shri Mahesh Gobindram Matta	Vice President	37,25,263	Permanent	MBA (Fin)	December 1, 2021	54	Vistra ITCL	Nil	No
8	Shri Sanjay Koppikar	Vice President	37,09,616	Permanent	B.Com	May 27, 1993	53	Elbee Courier	Nil	No
9	Smt. Supriya Joshi	Vice President	36,16,727	Permanent	MCom, AICWA	May 2, 1993	57		Nil	No
10	Shri N. Ragothaman	Assistant Vice President	34,70,578	Permanent	BCom, MBA(Dist)	January 25, 1996	54	Rasha Missionary Pvt. Ltd.	Nil	No

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have submitted declaration to the Company in terms of Section 149(7) and 149(8) of the Companies
Act, 2013 and Regulation 25(8) of Listing Regulations, 2015 that they meet the criteria of Independence pursuant to Section 149(6)
of the Companies Act, 2013 read with rules made thereunder and Regulation 16(1)(b) of the Listing Regulations, 2015. There has
been no change in the circumstances affecting their status as Independent Directors of the Company. They have also confirmed
the compliance with the Company’s Code of Conduct for Directors and for Independent Directors as specified under schedule IV
of the Companies Act, 2013.

All the Independent Directors of the Company are persons of integrity, expertise and experience and have completed their
registration in the databank maintained by Indian Institute of Corporate Affairs.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Your Company has in place a system of conducting the familiarization programmes for Independent Directors, as per which the
Independent Directors are familiarised with their roles, rights, responsibilities, nature and business model of the Company, etc.
once they are inducted. The said policy and the details of the familiarization programmes imparted on cumulative basis are placed
on the website of the Company at https://gichfindia.com/pdf/2023-24/Familiarisation%20Programme%2003.11.2023.pdf

STATEMENT OF FORMAL ANNUAL EVALUATION MADE BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND
INDIVIDUAL DIRECTORS

The Board, the Committees of the Board and Independent Directors continuously strive for efficient functioning of Board and its
Committees and better corporate governance practices. The Board of Directors and Nomination & Remuneration Committee have
carried out an annual evaluation of its own performance, performance of the Board committees, Chairman of the Board and that
of individual directors pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, 2015.

The Board has evaluated the performance of the Independent Directors including their criteria of independence as specified in the
said regulations and their independence from the management on the basis of a structured questionnaire on performance criteria.
The directors who were subject to evaluation did not participate in their own evaluation. The Board expressed its satisfaction
with the evaluation process.

RELATED PARTY TRANSACTIONS AND POLICY FOR THE SAME

Your Company has framed a Policy on Related Party Transactions pursuant to Listing Regulations, 2015. The said policy
is enclosed as Annexure - D and also available on the website of the Company at https://gichfindia.com/pdf/2024-25/Policy%20
on%20Related%20Party%20Transactions.pdf

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 in the
prescribed Form AOC 2 have been enclosed as Annexure - E to the Directors report which is having “Nil” Report.

CORPORATE SOCIAL RESPONSIBILTY (CSR) POLICY U/S. 135 OF THE COMPANIES ACT, 2013

In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules,
2014, your Company has established Corporate Social Responsibility Committee and statutory disclosures with respect to the CSR
Committee and a report on CSR expenditure is annexed as Annexure - F to this report. The policy inter alia covers the thrust areas
for CSR initiatives of the company, manner of selection and implementation of CSR projects, Project monitoring & reporting etc.
The CSR policy of the Company is available on the website at https://gichfindia.com/pdf/2024-25/CSR-Policy.pdf

NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework for selection and remuneration of Directors, Key
Managerial Personnel (KMPs) and Senior Management of the Company and same is available on the website of the Company at
https://gichfindia.com/pdf/2024-25/Nomination%20and%20Remuneration%20Policy.pdf and also enclosed as Annexure - G.

RISK MANAGEMENT

The Company’s Risk Management Policy deals with identification, mitigation and management of risks across the organisation. The
Company has a structured Risk Management Framework, designed to identify, assess and mitigate risks appropriately. Your Company
has constituted a Risk Management Committee with 4 (Four) Directors. The Chief Risk Officer reports to the Risk Management
Committee. The Committee is responsible for monitoring and reviewing risk management policy and ensuring its effectiveness and
report the same to Board. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks
identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

DEPOSITS

Your Company has not accepted any fixed deposits and as such, no amount of Principal or interest was outstanding as of Balance
sheet date.

Pursuant to Non-Banking Financial Company - Housing Finance Company (Reserve Bank) Directions, 2021, the following statement
is provided:

Sr. No.	Particulars	Remarks
A	Total No. of Accounts of Public deposit of the company which have not been claimed by the depositors or not	NA
	paid by the company after the date on which deposit become due for repayment.
B	The total amount due under such accounts remaining unclaimed or unpaid beyond the date referred in point	NA
	(A) above.

VIGILANCE MECHANISM

As a conscious and vigilant organization, your Company has established proper vigilance mechanism for its Directors and employees
to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s code of conduct or ethics.

The Company’s Whistle Blower policy provides a mechanism under which an employee/director of the Company may report
unethical behaviour, suspected or actual fraud, violation of code of conduct and CDA rules of the Company. The Vigil Mechanism
ensures standards of professionalism, honesty, integrity and ethical behaviour.

Whistle blower policy is available on the website of the Company at https://gichfindia.com/pdf/2024-25/Whistle%20Blower%20
Policy%20-%20GICHFL.pdf

CORPORATE GOVERNANCE

As required under the provisions of the Companies Act, 2013, Regulation 34 read with Schedule V of the Listing Regulations,
2015 and RBI Master Directions for HFCs, 2021, the ‘Report of Directors on Corporate Governance’ for FY 2024-25 forms part of
this Annual Report. The said Report covers in detail the Company’s philosophy on code of governance, board composition, its
appointments, membership criteria, declaration by Independent Directors, Board evaluation, familiarisation programme, vigil
mechanism, etc.

The Auditors Certificate on Corporate Governance issued by Shri Makarand M. Joshi of M/s. Makarand M. Joshi & Co., (Secretarial
Auditor of the Company) for the year under review, as required under the Companies Act, 2013 and in pursuance of Listing
Regulations, 2015 is annexed to the Report of the Directors on Corporate Governance.

Your Company has been complying with the principles of good Corporate Governance over the years. The Board of Directors
supports the broad principles of Corporate Governance. In addition to the basic governance matters, the Board lays strong
emphasis on transparency, accountability and integrity.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34(2)(e) of the Listing Regulations, 2015, the Management Discussion and Analysis Report forms part of this
Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) read with Regulation 3(2A) of the Listing Regulations, 2015, the Business Responsibility and
Sustainability Report is annexed and forms part of the Annual Report. Accordingly, BRSR is enclosed as Annexure - H to the
Directors’ Report. Further, the Company has voluntarily engaged M/s. MMJC Consultancy LLP to provide Reasonable Assurance for
BRSR Core. The Assurance Report issued by M/s. MMJC Consultancy LLP is enclosed as Annexure - I.

DECLARATION BY MANAGING DIRECTOR & CEO

Based on the declarations received from the Directors & Senior Management for the compliance of “Code of Conduct for Directors
and Senior Management” as approved by the Board of the Company, MD & CEO hereby declares that all the Directors and Senior
Management have complied with the said Code of Conduct for Directors & Senior Management for F.Y. 2024-25 and said code of
conduct is available on the website of the Company at https://gichfindia.com/pdf/2023-24/2.%20COC-FOR-DIRECTORS-SENIOR-
MANAGEMENT%2030-08-2022.pdf

DISCLSOURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,
2013

Your Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and
Redressal of Sexual Harassment of women at workplace in line with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. The Policy aims to provide protection
to employees at workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental
thereto, with the objective of providing a safe working environment, where employees feel secure. During the year under review,
training in prevention of sexual harassment at work place was imparted to employees and executives.

Your Company is committed to provide and promote safe and healthy environment to all its employees without any discrimination.
During the year under review, there were nil cases filed.

Number of Complaints filed during the financial year 2024-25	Nil
Number of Complaint disposed off during the financial year 2024-25	Nil
Number of cases pending for more than ninety days during the financial year 2024-25	Nil
Number of Complaint pending as on end of the financial year 2024-25	Nil

COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

During the year under review, your company has complied with the provisions of Maternity Benefit Act 1961.

MAINTENANCE OF COST RECORDS & COST AUDIT

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

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
EXPENDITURE

Since the Company does not own any manufacturing facility, the particulars relating to conservation of energy and technology
absorption as required to be furnished under Section 134(3)(m) of the Companies Act, 2013 are not applicable. The Company
continues its initiatives for conservation of energy, the details of which are given in Business Responsibility and Sustainability
Report. The Company’s business operations do not involve any activity for technology absorption.

During the year, your Company did not earn any income or incur any expenditure in foreign currency/exchange.

PARTICULARS OF LOANS, GUARANTEES, SECURITY AND INVESTMENT UNDER SECTION 186 OF THE COMPANIES ACT, 2013

In terms of Section 186(11) of the Companies Act, 2013, Your Company being a housing finance Company is exempted from the
applicability of the requirements of Section 186 of the Companies Act, 2013 except for the requirements as mentioned under sub¬
section (1) of Section 186 of the Companies Act, 2013.

PARTICULARS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES

Your Company has incorporated its wholly owned Subsidiary Company namely GICHFL Financial Services Private Limited on January
27, 2021 for sourcing customers for its Home loan products. During the year under review, subsidiary company has sourced total
business (i.e. Disbursement) of ^ 294 crores. The Consolidated financial statements incorporating result of the subsidiary Company
for the year ended March 31,2025, is attached along with the statement in Form AOC - 1 pursuant to Section 129 of the Companies
Act, 2013.

Apart from this, there were no other companies which have become or ceased to be the subsidiaries, joint ventures or associate
companies of your Company.

VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR BOARD’S REPORTS (IF ANY)

There was no Voluntary revision of Financial Statements or Boards Reports during the previous 3 (Three) Financial Years.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL IMPACTING GOING
CONCERN STATUS OF THE COMPANY (IF ANY)

During the year under review, No such decrees, judgments or orders passed against the company by any judicial or quasi- judicial
authority including the regulators which can have material impact on the ‘going concern’ status of the company and operations
of the company in future.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, the Directors confirm that to the
best of their knowledge and belief:

a. In the preparation of the Annual Accounts, applicable accounting standards have been followed and there are no material
departures;

b. They have selected such Accounting Policies and applied them consistently and made judgments and estimates that are
reasonable and prudent to give a true and fair view of the state of affairs of the Company as at the end of March 31, 2025
and of the profit /Loss of the Company for the year ended on that date;

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

d. The annual accounts have been prepared on a going concern basis;

e. The Company had followed the internal financial controls laid down by the directors 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.

ACKNOWLEDGEMENTS

The Directors acknowledge with gratitude the valuable and timely advice, guidance and support received from the Promoter
Companies namely General Insurance Corporation of India (GIC Re), The New India Assurance Company Limited, National Insurance
Company Limited, The Oriental Insurance Company Limited and United India Insurance Company Limited.

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

The Directors thank the valued customers, shareholders, Credit Rating Agencies, local/ statutory authorities, Registrar and Share
Transfer agent and the Auditors for their goodwill, patronage and support during the year and look forward to their continued
support in the years ahead.

The Directors place on record their deep appreciation for the dedicated services of the employees at all levels and their contribution
to the growth and progress of the Company during the year and look forward to their continued cooperation in realization of the
corporate goals in the years ahead.

For and on behalf of the Board of Directors For and on behalf of the Board of Directors

Sd/- Sd/-

Ramaswamy Narayanan Sachindra Salvi

Non-Executive Director & Chairman Managing Director & CEO

DIN 10337640 DIN 10930663

Registered Office:

National Insurance Building,

6^th Floor, 14, J. Tata Road,

Churchgate, Mumbai 400020.

Place: Mumbai
Date: July 11, 2025

---

Mar 31, 2024

The Directors’ have pleasure in presenting the 34^th Annual Report of your Company together with the Audited Financial Statements for the Financial Year ended March 31, 2024.

FINANCIAL HIGHLIGHTS (CONSOLIDATED)		(Rs. in Lakhs)
PARTICULARS	March 31, 2024	March 31, 2023
Total Income	1,06,968	1,12,890
Less: Interest expenditure	71,038	70,249
Overheads	14,012	12,662
Depreciation & amortization	1,502	994
Profit Before Tax	20,416	28,985
Less: Provision for Tax	4,256	3,450
Less: Deferred Tax (Net)	1,025	4,210
Profit After Tax	15,135	21,325
Other Comprehensive Income	241	(48)
Total Comprehensive Income	15,376	21,277
FINANCIAL HIGHLIGHTS (STANDALONE)		(? in Lakhs)
PARTICULARS	March 31, 2024	March 31, 2023
Total Income	1,06,964	1,12,888
Less: Interest expenditure	71,038	70,249
Overheads	14,033	12,665
Depreciation & amortization	1,502	994
Profit Before Tax	20,391	28,980
Less: Provision for Tax	4,250	3,450
Less: Deferred Tax (Net)	1,025	4,210
Profit After Tax	15,116	21,320
Other Comprehensive Income	241	(48)
Total Comprehensive Income	15,357	21,272
Profit brought forward	2,577	2,458
Profit available for appropriation	17,934	23,730
IMPORTANT FINANCIAL RATIOS
PARTICULARS	March 31, 2024	March 31, 2023
Return on Net Worth (%)	8.40	12.52
Return on Total Assets (%)	1.47	1.95
Book Value per share (?)	339.57	315.56
Earnings per share (?)	28.07	39.59
Debt Equity Ratio (times)	4.68	5.38
Average cost of funds (%)	8.01	7.21
Average yield on advances (%)	9.82	9.67
Net Interest Margin (%)	3.13	3.51

DIVIDEND

Your Company has a consistent track record of dividend payments. The Board of Directors at its meeting held on May 13, 2024 has recommended a final dividend of ^4.50/- per equity share of face value of ^ 10/- each fully paid up i.e. 45% for the Financial Year 2023-24, subject to approval by Members in the ensuing 34^th Annual General Meeting of the Company. The proposed dividend will be considered as liability on approval of shareholders at 34^th AGM.

The total dividend outgo for the current year would amount to ^ 2,423 Lakhs, which is similar to previous year. The dividend payout ratio for the current year will be 15.63% as against 11.37% in the previous year.

Consequent to amendment made in the budget 2020, DDT u/s. 115-O has been abolished and accordingly dividend paid on or after April 1, 2020 attracts TDS under Section 194 at the rate of 10% if the aggregate of the amounts of such dividend distributed or paid during the year exceeds ^ 5,000/- to a shareholder being an individual, for all other cases there shall be no threshold limit.

However, no TDS shall be deducted in case of any dividend payment to any Insurance Company and Mutual Fund specified u/s. 10(23D) of Income Tax Act, 1961. Moreover, as per Section 195 of the Income Tax Act, 1961, TDS is required to be deducted at the rate of 20% plus surcharge on payment of Dividend to Non-Resident.

The Dividend Distribution policy as required under Regulation 43A read with Regulation 3(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (herein after referred to as “Listing Regulations, 2015”) is available on the website of Company at https://gichfindia.com/pdf/2023-24/policies/3.%20DIVIDEND%20DISTRIBUTI0N%20P0LICY%20-%20Final.pdf

AMOUNT TRANSFERRED TO RESERVES

Your Company has transferred ^ 3,300 Lakhs to Special Reserve u/s. 36(1)(viii) of the Income-Tax Act, 1961, and an amount of ^ 9,350 Lakhs to General Reserve.

CAPITAL ADEQUACY RATIO (CAR)

The Company has been maintaining the Capital Adequacy Ratio (CAR) above the minimum required level as prescribed by National Housing Bank (NHB) / Reserve Bank of India (RBI) from time to time.

The Capital Adequacy Ratio of the Company as at March 31, 2024 stood at 33.56% as against 31.45% as at March 31, 2023. HIGHLIGHTS OF BUSINESS PERFORMANCE Income, Profit, Loan Approvals and Disbursements

Total income for the year under review is ^ 1,06,964 Lakhs as against ^ 1,12,888 Lakhs for the previous year. For the year under review, Profit before tax is ^ 20,391 Lakhs and Profit after tax is ^ 15,116 Lakhs as against ^ 28,980 Lakhs and ^ 21,320 Lakhs respectively for the previous year.

The Company’s main thrust continues to be on Individual Loans. New loans approved during the year amounted to ^ 1,34,730 Lakhs and loans disbursed during the year are ^ 1,27,525 Lakhs as against ^ 1,14,311 Lakhs and ^ 1,07,435 Lakhs respectively for the previous year. The Retail Loan portfolio as at March 31, 2024 stood at ^ 10,27,973 Lakhs as compared to ^ 10,64,917 Lakhs for the previous year.

During the year under review, your Company has made impairment of financial instruments (provisioning), including write-off to the extent of ^ 1,821 Lakhs as against '' 1,742 Lakhs provided for in the previous year.

RESOURCE MOBILISATION

Your Company takes every effort to tap appropriate source of funding to minimize the weighted average cost of funds. Your Company has mobilized funds through the following sources:

A. Term Loans from Bank(s)

Your Company has borrowed fresh long term loans of ^ 2,387 Crores from banks during the year under review as against ^ 910 Crores during the previous year. The aggregate of term loans outstanding as at the end of the financial year stood at ^ 6,808.72 Crores as against ^ 6,545.13 Crores as at the end of the previous year.

B. Refinance from National Housing Bank (NHB)

Your Company has not availed any refinance from NHB during the year under review. The refinance facility outstanding as on March 31, 2024 is ^ 640.14 Crores as against ^ 981.95 Crores as at the end of the previous year.

C. Short term Loans and Commercial Papers

During the year under review, your Company has raised resources by issuing Commercial Papers and also resorted to short term borrowings from the banks and the total outstanding amount as on March 31, 2024 is ^ 780.46 Crores. Your company affirms that there has been no deviation or variation in the utilization of proceeds of Commercial Papers from the objects stated in offer document(s).

D. Non-Convertible Debentures

During the year under review, your company was in preparedness for issuance of NCDs. However, considering the hike in interest rates during the year, the effective rate for borrowing through NCDs was substantially higher as compared to other sources of funding available to the Company and hence the Company has decided to defer NCD issuance to the next financial year.

The total outstanding secured Non-Convertible Debentures (i.e. principal outstanding) as on March 31, 2024 is ^ 325 Crores.

Pursuant to Master Direction - Non-Banking Financial Company - Housing Finance Company (Reserve Bank) Directions, 2021, the following statement is provided -

Total No. of NCDs which have not been claimed by the Investors or paid by the Company after the date on which NCDs became due for redemption.	Nil
Total Amount in respect of NCDs remaining unclaimed / unpaid beyond due date.	Nil

CHANGE IN THE NATURE OF BUSINESS (IF ANY)

There were no fundamental changes in the business of the Company during the Financial Year ended March 31, 2024. CORPORATE AGENCY BUSINESS (IRDAI REGISTRATION NO.: CA0651)

Your Company holds Certificate of Registration (Registration no. CA0651) to act as Corporate Agent (Composite i.e. for Life & NonLife Insurance) issued by Insurance Regulatory and Development Authority of India (IRDAI).

Under Corporate Agency, your company has a tie up with ‘Kotak Mahindra Life Insurance Company Ltd. (“KLI”)’ and “Aditya Birla Sun Life Insurance Company Ltd. (“ABSLI”)” for getting insurance cover on the life of the borrower to the extent of the “Outstanding Home Loan” and with TATA AIG General Insurance Company Limited, ICICI Lombard General Insurance Company Limited and National Insurance Company Limited for getting insurance cover on the health of borrowers. The said “Group Life/ Health Cover(s)” are optional and the Company arranges this insurance on request from the borrower. These schemes ensure protection to the families of the borrower in case of un- expected eventualities like untimely death of borrower due to accident or natural death or critical illness. Your Company is getting Commission from the Insurance partners for the Insurance Business sourced to them at the rates as permitted by IRDAI.

CREDIT RATING

During the year under review, your Company had received ratings from CRISIL Limited and ICRA Limited for its various borrowing programmes as follows:

CRISIL Rating:

• For Commercial Paper programme of ^ 1,500 crores as A1 .

• For Fund Based Long Term Bank Loan facility of ^ 9,100 crores as AA (Stable).

• For Non-Convertible Debentures Borrowing Programme of ^ 1,580 crores as AA (Stable).

ICRA Rating:

• For Commercial Paper programme of ^ 1,500 crores as A1 .

• For Short Term Bank Loan facility of ^ 1,000 crores as A1 .

• For Fund Based Long Term Bank Loan facility of ^ 12,500 crores as AA (Stable).

• For Non-Convertible Debentures Borrowing Programme of ^ 1,580 crores as AA (Stable).

INSURANCE COVERAGE TO BORROWERS

Your Company had taken “Special Contingency Insurance” with The New India Assurance Company Ltd., which covers the borrowers of your Company as under:

• Personal Accident Insurance: Personal accident (death only) risk cover, free of cost to the borrowers up to the extent of principal outstanding of loan at any particular point of time during the term/ tenure of the housing loan.

• Mortgaged Property Insurance: The property acquired out of loan, for and up to the extent of principal outstanding of loan, covered free of cost against fire, earthquake and allied perils affecting the mortgaged property.

BRANCH EXPANSION

No new Branches were opened during the year under review. Your company has total 72 Branch Offices (including corporate office), 5 Satellite Offices and 3 Hub offices as on March 31, 2024. Your Company is constantly endeavouring for brand building of the company and to generate general awareness and improve the brand image of the Company.

TECHNOLOGY INITIATIVES

The website of your Company is user friendly. Digitalization measures enabled your Company to connect and engage with Customers for business and collections. Thrust on cyber security was given and security awareness was spread amongst the employees regularly. Information on do’s and don’ts to safeguard the information assets of the Company is being communicated to the employees regularly.

Your Company is migrating to digital meetings platform for Board and Committee meetings which is paperless, secure, efficient and cost effective. Further, the Company has also a platform for maintaining Structured Digital Database (SDD) for recording movement of Unpublished Price Sensitive Information (UPSI). Your Company is utilizing the Video Conferencing facility for Board / Committee meetings, review meetings with branches, zonal offices and interviews for recruitments, etc.

SHARE CAPITAL

During the financial year 2023-24, the Share Capital structure of your company remained unchanged and there was neither new issue of shares to existing shareholders or new shareholders by way of Public issue or Private Placement or otherwise nor to the employees/Directors by way of ESOPs’ or Sweat Equity Shares as the case may be.

Out of 5,38,51,066 equity shares, 5,36,21,120 equity shares (i.e. 99.57%) are in dematerialised form as at March 31, 2024 as against 5,35,95,534 equity shares (i.e. 99.53%) as at March 31, 2023.

The equity shares of the Company continue to be listed on BSE Ltd. and National Stock Exchange of India Ltd. The Annual Listing fees for the Financial Year 2024-25 are paid to these Stock Exchanges well in advance. Your Company has listed its Non-Convertible Debentures & Commercial Papers on BSE Ltd.

UNCLAIMED DIVIDEND & SHARES TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013, and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 read with the relevant circulars and amendments thereto, the dividend amount that remained unclaimed and unpaid for more than 7 years from the date it become first due for payment, shall be transferred to Investor Education and Protection Fund.

Your Company takes various initiatives to reduce the quantum of unclaimed dividend by periodically intimating the concerned members, requesting them to encash their dividend before it becomes due for transfer to the IEPF, sending individual Reminder Letters/e-Mails, Newspaper publication, website disclosures, etc. This information is being mentioned in the Annual Report every year. In spite of constant and sincere efforts to pay the unclaimed dividend to respective shareholders, certain amount of dividend still remains unclaimed.

Unclaimed dividend relating to F.Y. 2015-16 amounting to '' 16,13,800/- which has not been claimed by shareholders, has been transferred to Investor Education and Protection Fund (IEPF) during the month of September 2023.

In terms of the provisions of Section 124(6) of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Amendment Rules, 2017, Company is required to transfer the shares in respect of which dividend remains unpaid and unclaimed for a period of seven consecutive years to the Investors Education and Protection Fund (IEPF) Suspense Account. Accordingly, your company has transferred total 17,315 No. of equity shares to IEPF during the year under review and as on March 31, 2024, total No. of 1,94,706 shares (i.e. 0.36%) stand in the name of IEPF Authority.

Members are requested to claim their unpaid/unclaimed dividends from F.Y. 2016-17 till date, on or before August 28, 2024 failing which, company will proceed to transfer the unclaimed dividend relating to F.Y. 2016-17 along with shares to IEPF authority as per the provisions of Companies Act, 2013 and rules made thereunder.

REGULATORY COMPLIANCES

RBI / NHB Compliances

Your Company is endeavouring to ensure the continued compliance of various RBI & NHB Directions, guidelines, circulars & notifications, etc. issued from time to time including Master Direction - Non Banking Financial Company - Housing Finance Company (Reserve Bank) Directions, 2021, which has been effective from February 17, 2021, Scale Based Regulations, reporting of exit of

Senior Management Personnel (SMP) and/ or Non-Executive Directors (NEDs) to the extent applicable. Your Company is successfully registered on CRaMIS portal and all the data/ returns are being uploaded as per respective timelines on the CRaMIS portal.

IRDAI Compliances

Your Company is registered with IRDAI for carrying on the Corporate Agency business. Your company is endeavoring to ensure the continued compliance of the applicable requirements under IRDAI (Registration of Corporate Agent) Regulations 2015, as amended from time to time.

Companies Act and SEBI Regulations & other Compliances

Your Company has been complying with the provisions of Companies Act, 2013 and SEBI regulations to the extent applicable.

During the year under review, the Company has not made any application or no proceeding was pending under the Insolvency and Bankruptcy Code, 2016. The Company has not entered into one-time settlement for any loans availed from the Banks or Financial Institutions.

SECRETARIAL STANDARDS

Your Company has complied with the applicable Secretarial Standards i.e., Secretarial Standard on Meetings of Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

HOLDING AGM

AGM of your Company is scheduled to be held on July 31, 2024 (Wednesday) which is in line with the statutory time lines as provided under the provisions of the Companies Act, 2013, Listing Regulations, 2015 and/or any other laws for the time being in force as may be applicable to your Company.

EXTRACT OF ANNUAL RETURN AS PER SECTION 92 OF THE COMPANIES ACT, 2013

In accordance with the provisions of Section 92(3) of the Companies Act, 2013, Annual Return in Form MGT-7 of the Company is hosted on website of the Company under sub-tab ‘other disclosures’ at https://www.gichfindia.com/Investors%20Information%20 &%20Compliances.php

SECRETARIAL AUDIT & SECRETARIAL COMPLIANCE REPORT

As required under section 204 of the Companies Act, 2013 and Rules thereof, the Board has appointed M/s. Makarand M. Joshi & Co., Practicing Company Secretaries as Secretarial Auditor of your Company for the Financial Year 2023-24. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. The Secretarial Audit Report for the Financial Year ended March 31, 2024 is annexed as Annexure - A to this report.

In addition to the Secretarial Audit Report, Secretarial Compliance Report has also been issued by the PCS as per the SEBI Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023. The said report has also been submitted to the Stock Exchanges within the prescribed timeline. In terms of Regulation 24A of the Listing Regulations, 2015, Secretarial Compliance Report issued by M/s. Makarand M. Joshi & Company, Company Secretaries is annexed as Annexure - B.

STATUTORY AUDITORS

M/s. Chandabhoy & Jassoobhoy, Chartered Accountants (Firm registration no. 101647W) were appointed as the Statutory Auditors of the Company in terms of RBI circular dated April 27, 2021 for a period of 3 (three) consecutive years in 32^nd Annual General Meeting held on September 23, 2022 to hold office till conclusion of 35^th Annual General Meeting of the Company, subject to their continuity of fulfilment of the applicable eligibility norms.

The notes on financial statements referred in the Auditors’ Report are self-explanatory and do not call for any further comments. The Statutory Auditors’ Report does not contain any qualification, adverse remark or disclaimer and do not call for further comments.

REPORTING OF FRAUD (IF ANY)

During the year under review, there were no incident of fraud(s), detected and reported by statutory auditors under Section 143(12) of the Companies Act, 2013.

MEETINGS OF THE BOARD

4 (Four) Board Meetings were held during the Financial Year 2023-24. The details of the Board and various Committee meetings are given in the Corporate Governance Report. Your Company has complied with all the requirements as applicable under Companies Act, 2013 and related rules, Listing Regulations, 2015 and also the Master Direction -Non-Banking Financial Company -Housing Finance Company (Reserve Bank) Directions, 2021, in relation to the Board of Directors and the Committees of the Board.

COMMITTEES OF THE BOARD & ITS MEETINGS

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

Composition of the Board and its various Committees along with their terms of reference and details of their meetings during the year is disclosed in Corporate Governance Report of the company which forms part of the Annual Report. In accordance with the provisions of Companies Act, 2013, there were no instance(s) where recommendation(s) of Audit Committee were not considered by Board.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

The details of Directors and KMPs appointed / re-appointed (based on the recommendations of the Nomination & Remuneration Committee, fit and proper criteria and performance evaluation) and ceased during F.Y. 2023-24 are as follows:

Sr. No.	Name of Director(s)/KMP(s)	Category		Effective Date		Mode of Appointment/ Cessation
Appointment(s) during F.Y. 2023-24
1	Shri Rashmi Raman Singh	Non-Executive Director		August 07, 2023		Appointed by Board.
2	Shri Sunil Kakar	Independent Director		August 07, 2023		Appointed by Board.
3	Smt. Rajeshwari Singh Muni	Non-Executive Director		September 26, 2023		Appointed by Board.
4	Shri Ramaswamy Narayanan	Non-Executive Director (Chairman)		November 03, 2023		Appointed by Board.
5	Smt. Rani Singh Nair	Independent Director		September 26, 2023		Re-appointed by Shareholders for second term in 33rd AGM held on September 26, 2023.
6	Shri Vaijinath Gavarshetty	Independent Director		January 06, 2024
7	Shri Kishore Garimella	Independent Director		January 06, 2024
8	Shri Sathia Jeeva Krishnan	Independent Director		January 06, 2024
Cessation(s) during F.Y. 2023-24
1	Smt. Suchita Gupta	Non-Executive Director		September 01, 2023		Cessation due to superannuation from Promoter Company.
2	Shri NSR Chandra Prasad	Independent Director		September 26, 2023		Cessation due to completion of tenure.
3	Shri Devesh Srivastava	Non-Executive Director (Chairman)		September 30, 2023		Cessation due to superannuation from Promoter Company.
4	Shri Satyajit Tripathy	Non-Executive Director		February 29, 2024		Cessation due to superannuation from Promoter Company.
Details of Directors & KMPs appointed (based on the recommendations of the Nomination & Remuneration Committee and fit and proper criteria) and ceased during the F.Y. 2022-23 are as follows:
Sr. No.	Name of Director(s)/KMP(s)	Category	Effective Date		Mode of Appointment/ Cessation
Appointment(s) during F.Y. 2022-23
1	Shri N. Damodharan	Independent Director	October 21, 2022		Appointed by Board.
2	Smt. Neerja Kapur	Non-Executive Director	November 7, 2022		Appointed by Board.
3	Shri Paul Lobo	Managing Director & CEO	November 15, 2022		Appointed by Board.
Cessation(s) during F.Y. 2022-23
1	Smt. Vijayalakshmi Iyer	Independent Director	September 23, 2022		Cessation due to completion of tenure.
2	Smt. G. Shobha Reddy	Managing Director & CEO	November 14, 2022		Resignation due to repatriation of services to promoter company.
3	Shri Anjan Dey	Non-Executive Director	January 25, 2023		Resignation due to VRS from Promoter Company.

Details of Directors & KMPs appointed (based on the recommendations of the Nomination & Remuneration Committee and fit and proper criteria) or ceased from the end of financial year till the date of adoption of Directors’ Report are as follows:
Sr. No.	Name of Director(s)/KMP(s)	Category		Effective Date		Mode of Appointment/ Cessation
1	Smt. Neerja Kapur	Non-Executive Director		April 30, 2024		Resignation due to superannuation from Promoter Company.
2	Shri B. S. Rahul	Additional Director (Non-Executive Director)		May 13, 2024		Appointed by Board.
DETAILS OF APPOINTMENT AND RE-APPOINTMENT OF DIRECTORS Following are the details of directors proposed to be appointed and re-appointed:
Name of Directors			Category		Appointment / Reappointment
Shri Rashmi Raman Singh			Non-Executive Director		Reappointment due to retirement by rotation.
Smt. Rajeshwari Singh Muni			Non-Executive Director
Shri B. S. Rahul			Non-Executive Director		Appointment.

Certificate received from M/s. Makarand M. Joshi & Co., Practicing Company Secretaries regarding Non-disqualification of Directors of your Company from being appointed/continued as Director in your Company is annexed as Annexure - C.

Your Directors recommended the appointment and re-appointment of above referred Directors and the related resolutions are included in the notice convening 34^th Annual General Meeting of the Company.

HUMAN RESOURCES DEVELOPMENT & INDUSTRIAL RELATIONS

Your Company aims to align HR practices with business goals, increase productivity of Human resources by enhancing knowledge, skills and to provide a conducive work environment to develop a sense of ownership amongst employees. The Company recruited employees during the year for various positions and promoted employees to take up higher responsibilities. Employee relations remained cordial and the work atmosphere remained congenial during the year.

Your Company values its human resources and believes that the success of an organisation is directly linked to the competencies, capabilities, contributions and experience of its employees. The Company’s core philosophy is centred around promoting a safe, healthy and happy workplace while fostering a conducive work environment among its employees.

The total number of employees of the Company was 519 (335 on roll and 184 on contract) as on March 31,2024 as against 541 (321 on roll and 220 on contract) as at the end of the previous year. Industrial relations in your Company continued to remain cordial during the year.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The ratio of remuneration of each Director to the median of employee’s remuneration and such other details as required under section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are furnished below:

1. Ratio of remuneration of each Director to the median employees’ remuneration for F.Y. 2023-24.

The ratio of the remuneration of MD & CEO to the median remuneration of the employees (on roll employees) of the Company for the FY 2023-24 was 3.23.

Independent Directors are eligible for sitting fees only. The details of sitting fees paid to the Directors for the meetings of Board and Committees are given in the Corporate Governance Report of the Company.

Your Company has only 1 (‘one’) whole time Director i.e. Managing Director & CEO. All the payments made to Managing Director & CEO are disclosed in Corporate Governance Report of the Company. The Managing Director & CEO is also appointed as Managing Director on the Board of Subsidiary Company without any remuneration / commission.

2. Percentage increase in the remuneration of each Director and Key Managerial Personnel in F.Y. 2023-24.

The percentage increase in remuneration in the financial year for the Managing Director & CEO was 7.49 %. The other Key managerial personnel of the Company are Chief Financial Officer and Company Secretary and the percentage increase in their remuneration was 3.30 % and 7.08 % respectively.

3. Percentage increase in the median remuneration of employees in F.Y. 2023-24.

The percentage increase in the median remuneration of employees in the Financial Year 2023-24 was 11.53 %.

4. Average percentile increase already made in salaries of employees other than Managerial personnel in last Financial Year and its comparison with the percentile increase in Managerial Remuneration.

Average % increase in remuneration of the employees other than managerial personnel in the Financial Year 2023-24 was 10.54% (Based on average gross) and that of Managerial remuneration was 7.49 % (for Shri Paul Lobo, MD & CEO) during the year under review.

The average increase in the remuneration of both, the managerial and non-managerial personnel was determined based on the Annual Performance Evaluation, Interviews and also based on the HR policy as approved by the Board of Directors.

There were no exceptional circumstances which warranted an increase in managerial remuneration which was not justified by the overall performance of the Company. The Company affirms that the remuneration is as per the HR policy of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have submitted declaration to the Company in terms of Section 149(7) and 149(8) of the Companies Act, 2013 and Regulation 25(8) of Listing Regulations, 2015 that they meet the criteria of Independence pursuant to Section 149(6) of the Companies Act, 2013 read with rules made thereunder and Regulation 16(1)(b) of the Listing Regulations, 2015. There has been no change in the circumstances affecting their status as Independent Directors of the Company. They also confirm compliance with the Company’s Code of Conduct for Directors and for Independent Directors as specified under schedule IV of the Companies Act, 2013.

All the Independent Directors of the Company are persons of integrity, expertise and experience and have completed their registration in the databank maintained by Indian Institute of Corporate Affairs.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Your Company has in place a system of conducting the familiarization programmes for Independent Directors, as per which the Independent Directors are familiarised with their roles, rights, responsibilities, nature and business model of the Company, etc. once they are inducted. The said policy and the details of the familiarization programmes imparted/attended during FY 202324 (on cumulative basis) are placed on the website of the Company at https://gichfindia.com/pdf/2023-24/Familiarisation%20 Programme%2003.11.2023.pdf

STATEMENT OF FORMAL ANNUAL EVALUATION MADE BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board, the Committees of the Board and Independent Directors continuously strive for efficient functioning of Board and its Committees and better corporate governance practices. The Board of Directors and Nomination & Remuneration Committee have carried out an annual evaluation of its own performance, performance of the Board committees, Chairman of the Board and that of individual directors pursuant to the provisions of the Act and in terms of Listing Regulations, 2015.

The Board has evaluated the performance of the Independent Directors including their criteria of independence as specified in the said regulations and their independence from the management on the basis of a structured questionnaire on performance criteria. The directors who were subject to evaluation did not participate in their own evaluation. The Board expressed its satisfaction with the evaluation process.

RELATED PARTY TRANSACTIONS AND POLICY FOR THE SAME

Your Company has framed a Policy on Related Party Transactions pursuant to Listing Regulations,

2015. The said policy is enclosed as Annexure - D and also available on the website of the Company at

https://gichfindia.com/pdf/2023-24/2.%20Policy%20on%20Related%20Party%20Transactions%20(3).pdf

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 in the prescribed Form AOC 2 have been enclosed as Annexure - E to the Directors report which is having “Nil” Report.

CORPORATE SOCIAL RESPONSIBILTY (CSR) POLICY U/S. 135 OF COMPANIES ACT, 2013

In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has established Corporate Social Responsibility Committee and statutory disclosures with respect to the CSR Committee and a report on CSR expenditure is annexed as Annexure - F to this report. The policy inter alia covers the thrust areas for CSR initiatives of the company, manner of selection and implementation of CSR projects, Project monitoring & reporting etc. The CSR policy of the Company is available on the website at https://gichfindia.com/pdf/2023-24//policies/1.%20CSR%20 POLICY_07.08.2023.pdf

NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework for selection and remuneration of Directors, Key Managerial Personnel (KMPs) and Senior Management of the Company and same is available on the website of the Company at https://gichfindia.eom/pdf/2023-24/1.%20NRC%20POLICY%20-%2002.02.2023.pdf and also enclosed as Annexure - G.

RISK MANAGEMENT

The Company’s Risk Management Policy deals with identification, mitigation and management of risks across the organisation. The Company has a structured Risk Management Framework, designed to identify, assess and mitigate risks appropriately. Your Company has constituted a Risk Management Committee with 4 (Four) Directors. The Chief Risk Officer reports to the Risk Management Committee. The Committee is responsible for monitoring and reviewing risk management policy and ensuring its effectiveness and report the same to Board. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

DEPOSITS

Your Company has not accepted any fixed deposits and as such, no amount of Principal or interest was outstanding as of Balance sheet date.

Pursuant to Non-Banking Financial Company - Housing Finance Company (Reserve Bank) Directions, 2021, the following statement is provided:

Sr. No.	Particulars	Remarks
A	Total No. of Accounts of Public deposit of the company which have not been claimed by the depositors or not paid by the company after the date on which deposit become due for repayment.	NA
B	The total amount due under such accounts remaining unclaimed or unpaid beyond the date referred in point (A) above.	NA

VIGILANCE MECHANISM

As a conscious and vigilant organization, your Company has established proper vigilance mechanism for its Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s code of conduct or ethics.

The Company’s Whistle Blower policy provides a mechanism under which an employee/director of the Company may report unethical behaviour, suspected or actual fraud, violation of code of conduct and CDA rules of the Company. The Vigil Mechanism ensures standards of professionalism, honesty, integrity and ethical behaviour.

Whistle blower policy is available on the website of the Company at https://gichfindia.com/pdf/2023-24/policies/2.%20Wishtle%20 Blower%20Policy.pdf

CORPORATE GOVERNANCE

As required under the Companies Act, 2013, Regulation 34 read with Schedule V of the Listing Regulations, 2015 and RBI Master Directions for HFCs, 2021, the ‘Report of Directors on Corporate Governance’ for the year FY 2023- 24 forms part of this Annual Report. The said Report covers in detail the Company’s philosophy on code of governance, board composition, its appointments, membership criteria, declaration by Independent Directors, Board evaluation, familiarisation programme, vigil mechanism, etc.

The Auditors Certificate on Corporate Governance issued by Shri Makarand M. Joshi of M/s. Makarand M. Joshi & Co., (Secretarial Auditors of the Company) for the year under review, as required under Companies Act, 2013 and in pursuance of Listing Regulations, 2015 is annexed to the Report of the Directors on Corporate Governance.

Your Company has been complying with the principles of good Corporate Governance over the years. The Board of Directors supports the broad principles of Corporate Governance. In addition to the basic governance matters, the Board lays strong emphasis on transparency, accountability and integrity.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) read with Regulation 3(2) of the Listing Regulations, 2015, the Business Responsibility and Sustainability Report is annexed and forms part of the Annual Report. Accordingly, BRSR is enclosed as Annexure - H to the Directors’ Report.

DECLARATION BY MANAGING DIRECTOR & CEO

Based on the declarations received from the Directors & Senior Management for the compliance of “Code of Conduct for Directors and Senior Management” as approved by the Board of the Company, MD & CEO hereby declares that all the Directors and Senior Management have complied with the said Code of Conduct for Directors & Senior Management for F.Y. 2023-24 and said code of conduct is available on the website of the Company at https://gichfindia.com/pdf/2023-24/2.%20COC-FOR-DIRECTORS-SENIOR-MANAGEMENT%2030-08-2022.pdf

DISCLSOURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment of women at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. The Policy aims to provide protection to employees at workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. During the year under review, training in prevention of sexual harassment at work place was imparted to employees and executives.

Your Company is committed to provide and promote safe and healthy environment to all its employees without any discrimination. During the year under review, there were no cases filed.

Number of Complaints filed during the financial year 2023-24	Nil
Number of Complaint disposed off during the financial year 2023-24	Nil
Number of Complaint pending as on end of the financial year 2023-24	Nil

MAINTAINENCE OF COST RECORDS & COST AUDIT

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

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND EXPENDITURE

Since the Company does not own any manufacturing facility, the particulars relating to conservation of energy and technology absorption as required to be furnished under Section 134(m) of Companies Act, 2013 are not applicable. The Company continues its initiatives for conservation of energy, the details of which are given in Business Responsibility and Sustainability Report. The Company’s business operations do not involve any activity for technology absorption.

During the year, your Company did not earn any income or incur any expenditure in foreign currency/exchange.

PARTICULARS OF LOANS, GUARANTEES, SECURITY AND INVESTMENT UNDER SECTION 186 OF COMPANIES ACT, 2013

In terms of Section 186(11) of Companies Act, 2013, Your Company being a housing finance Company is exempted from the applicability of the requirements of Section 186 of the Companies Act, 2013 except for the requirements as mentioned under subsection (1) of Section 186 of the Companies Act, 2013.

PARTICULARS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES

Your Company has incorporated its wholly owned Subsidiary Company namely GICHFL Financial Services Private Limited on January 27, 2021 for sourcing customers for its Home loan products. During the year under review, subsidiary company has sourced total business of ^ 156.85 crores. The Consolidated financial statements incorporating result of the subsidiary Company for the year ended March 31,2024, is attached along with the statement in Form AOC - 1 pursuant to Section 129 of the Companies Act, 2013.

Apart from this, there were no other companies which have become or ceased to be the subsidiaries, joint ventures or associate companies of your Company.

VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR BOARD’S REPORTS (IF ANY)

There was no Voluntary revision of Financial Statements or Boards Reports during the previous 3 (Three) Financial Years.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL IMPACTING GOING CONCERN STATUS OF THE COMPANY (IF ANY)

During the year under review, there are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company’s operations in future.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, the Directors confirm that to the best of their knowledge and belief:

a. In the preparation of the Annual Accounts, applicable accounting standards have been followed and there are no material departures;

b. They have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company as at the end of March 31, 2024 and of the profit /Loss of the Company for the year ended on that date;

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

d. The annual accounts have been prepared on a going concern basis;

e. The Company had followed the internal financial controls laid down by the directors 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.

ACKNOWLEDGEMENTS

The Directors acknowledge with gratitude the valuable and timely advice, guidance and support received from the Promoter Companies namely General Insurance Corporation of India (GIC Re), The New India Assurance Company Ltd., National Insurance Company Ltd., The Oriental Insurance Company Ltd. and United India Insurance Company Ltd.

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

The Directors thank the valued customers, shareholders, Credit Rating Agencies, local/ statutory authorities, Registrar and Share Transfer agent and the Auditors for their goodwill, patronage and support during the year and look forward to their continued support in the years ahead.

The Directors place on record their deep appreciation for the dedicated services of the employees at all levels and their contribution to the growth and progress of the Company during the year and look forward to their continued cooperation in realization of the corporate goals in the years ahead.

---

Mar 31, 2023

The Directors’ have pleasure in presenting the 33^rd Annual Report of your Company together with the Audited Financial Statements of the Company for the Financial Year ended March 31, 2023.

FINANCIAL HIGHLIGHTS (CONSOLIDATED) ('' in Lakh)

PARTICULARS	March 31, 2023	March 31, 2022
Total Income	1,12,890	1,15,640
Less: Interest expenditure	70,249	70,095
Overheads	12,662	21,640
Depreciation & amortization	994	871
Profit Before Tax	28,985	23,034
Less: Provision for Tax	3,450	6,400
Less: Deferred Tax Assets (Net)	4,210	(717)
Profit After Tax	21,325	17,351
Other Comprehensive Income	(48)	97
Total Comprehensive Income	21,277	17,448
FINANCIAL HIGHLIGHTS (STANDALONE)		('' in Lakh)
PARTICULARS	March 31, 2023	March 31, 2022
Total Income	1,12,888	1,15,640
Less: Interest expenditure	70,249	70,095
Overheads	12,665	21,634
Depreciation & amortization	994	871
Profit Before Tax	28,980	23,040
Less: Provision for Tax	3,450	6,400
Less: Deferred Tax Assets (Net)	4,210	(717)
Profit After Tax	21,320	17,357
Other Comprehensive Income	(48)	97
Total Comprehensive Income	21,272	17,454
Profit brought forward	2,458	2,163
Profit available for appropriation	23,730	19,617
IMPORTANT FINANCIAL RATIOS
PARTICULARS	March 31, 2023	March 31, 2022
Return on Net Worth (%)	12.52	11.55
Return on Total Assets (%)	1.95	1.46
Book Value per share (?)	315.56	280.55
Earnings per share (?)	39.59	32.23
Debt Equity Ratio (times)	5.38	6.85
Average cost of funds (%)	7.21	6.50
Average yield on advances (%)	9.67	9.24
Net Interest Margin (%)	3.51	3.55

DIVIDEND

Your Directors recommend payment of dividend for the year ended March 31, 2023 of '' 4.5/- per equity share of '' 10/- each (i.e. 45%). The total dividend outgo for the current year would amount to '' 24.23 crores, as against '' 24.23 crores in the previous year. The dividend payout ratio for the current year will be 11.37% as against 13.88% of previous year. The proposed dividend will be considered as liability on approval of shareholders at 33^rd AGM.

Consequent to amendment made in the budget 2020, DDT u/s. 115-O has been abolished, dividend paid on or after April 1, 2020 attracts TDS under section 194 at the rate of 10% if the aggregate of the amounts of such dividend distributed or paid during the year exceeds '' 5,000/- to a shareholder being an individual, for all other cases no threshold limit.

However, no TDS shall be deducted in case of any dividend payment to any Insurance Company and Mutual Fund specified u/s. 10(23D) of Income Tax Act. Moreover, as per section 195 of the Act, TDS is required to be deducted at the rate of 20% plus surcharge on payment of Dividend to Non-Resident.

Dividend Distribution policy as required u/r. 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (herein after referred to as SEBI (LODR) Regulations, 2015) is available on the website of Company at https://gichfindia.com/pdf/2023-24/policies/3.%20DIVIDEND%20DISTRIBUTION%20POLICY%20-%20Final.pdf

HIGHLIGHTS OF BUSINESS PERFORMANCE

Income, Profit, Loan Approvals and Disbursements

Total income for the year under review is '' 1,12,888 Lakh as against '' 1,15,640 Lakh for the previous year. For the year under review, Profit before tax is '' 28,980 Lakh and Profit after tax is '' 21,320 Lakh as against '' 23,040 Lakh and '' 17,357 Lakh respectively for the previous year.

The Company’s main thrust continues to be on Individual Loans. New loans approved during the year amounted to '' 1,14,311 Lakh and loans disbursed during the year are '' 1,07,435 Lakh as against '' 1,16,731 Lakh and '' 1,13,004 Lakh respectively for the previous year. The Retail Loan portfolio as at March 31, 2023 stood at '' 10,64,917 Lakh as compared to '' 11,70,750 Lakh for the previous year.

During the year under review, your Company has made impairment of financial instruments (provisioning), including write-off to the extent of '' 1,742 Lakh as against '' 11,830 Lakh provided for in the previous year.

RESOURCE MOBILISATION

Your Company takes every effort to tap the appropriate source of funding to minimize the weighted average cost of funds. Your Company has mobilized resources through the following sources:

A. Term Loans from Bank(s)

Your Company has borrowed fresh long term loans of '' 910 Crores from banks during the year under review as against '' 1,345 Crores during the previous year. The aggregate of term loans outstanding as at the end of the financial year stood at '' 6,545.13 Crores as against '' 7,482.15 Crores as at the end of the previous year.

B. Refinance from National Housing Bank (NHB)

Your Company has not availed any refinance from NHB during the year under review. The refinance facility outstanding as on March 31, 2023 is '' 981.95 Crores as against '' 1,324.99 Crores as at the end of the previous year.

C. Short term Loans and Commercial Papers

During the year under review, your Company has raised resources by issuing Commercial Papers and also resorted to short term borrowings from the banks and the total outstanding amount as on March 31, 2023 is '' 838.13 Crores. Your company affirms that there has been no deviation or variation in the utilization of proceeds of Commercial Papers, from the objects stated in offer document(s).

D. Non-Convertible Debentures

Your Company has issued Secured Non-Convertible Debentures (NCDs) of '' 325 Crores during the year under review, on private placement basis as against '' 450 Crores for the previous year.

The total secured Non-Convertible Debentures outstanding as on March 31, 2023 is '' 775 Crores.

Your company affirms that there has been no deviation or variation in the utilization of proceeds of NCDs issue, from the objects stated in offer document(s).

Pursuant to NBFC-HFCs (RBI) Master Directions, 2021, the following statement is provided -

Total No. of NCDs which have not been claimed by the Investors or paid by the Company after the date on which	Nil
NCDs became due for redemption.
Total Amount in respect of NCDs remaining unclaimed / unpaid beyond due date.	Nil

AMOUNT TRANSFERRED TO RESERVES

Your Company has transferred '' 2,400 Lakhs to Special Reserve u/s. 36(1)(viii) of the Income-Tax Act, 1961, an amount of '' 1,900 Lakhs to Special Reserve u/s. 29(C)(1) of the National Housing Bank Act, 1987 and an amount of '' 14,430 Lakhs to General Reserve.

CAPITAL ADEQUACY RATIO (CAR)

The Company has been maintaining the Capital Adequacy Ratio (CAR) above the minimum required level prescribed by National Housing Bank (NHB) / Reserve Bank of India (RBI) from time to time.

The Capital Adequacy Ratio of the Company as at March 31, 2023 is 31.45% as against 25.71% as at March 31, 2022.

CHANGE IN THE NATURE OF BUSINESS (IF ANY)

There were no fundamental changes in the business of the Company during the financial year ended on March 31, 2023. CORPORATE AGENCY BUSINESS (IRDAI REGISTRATION NO.: CA0651)

Your Company has Certificate of Registration (Registration no. CA0651) to act as Corporate Agent (Composite i.e for Life & Non-Life Insurance) issued by Insurance Regulatory and Development Authority of India (IRDAI).

Under Corporate Agency, your company has tie up with ‘Kotak Mahindra Life Insurance Company Ltd. (“KLI”)’ and “Aditya Birla Sun Life Insurance Company Ltd. (“ABSLI”)” for getting insurance cover on the life of the borrower to the extent of the “Outstanding Home Loan” and with TATA AIG General Insurance Company Limited and ICICI Lombard General Insurance Company Limited for getting insurance cover on the health of borrowers. The said “Group Life/Health Cover(s)” are optional and the Company arranges this insurance on request from the borrower. These schemes ensure protection to the families of the borrower in case of unexpected eventualities like untimely death of borrower due to accident or natural death or critical illness. Your Company is getting Commission from the Insurance partners for the Insurance Business Sourced to them at the rates as permitted by IRDAI.

HOLDING AGM

AGM of your Company is scheduled to be held on September 26, 2023 (Tuesday) which is in line with the statutory time lines as provided under the provisions of the Companies Act, 2013 and/or any other laws for the time being in force as may be applicable to the Company.

CREDIT RATING

Your Company had received rating from CRISIL Limited and ICRA Limited for its various borrowing programmes as follows:

CRISIL Rating:

• For Commercial Paper programme of '' 1,500 crores as A1 .

• For Fund Based Long Term Bank Loan facility of '' 9,100 crores as AA (Stable).

• For Non-Convertible Debentures Borrowing Programme of '' 1,505 crores AA (Stable).

ICRA Rating:

• For Commercial Paper programme of '' 1,500 crores as A1 .

• For Short Term Bank Loan facility of '' 1,000 crores as A1 .

• For Fund Based Long Term Bank Loan facility of '' 12,500 crores as AA (Stable).

• For Non-Convertible Debentures Borrowing Programme of '' 1,550 crores as AA (Stable).

INSURANCE COVERAGE TO BORROWERS

Your Company had taken “Special Contingency Insurance” with The New India Assurance Company Ltd. which covers the borrowers of your Company as under:

• Personal Accident Insurance: Personal accident (death only) risk cover, free of cost to the borrowers up to the extent of principal outstanding of loan at any particular point of time during the term/ tenure of the housing loan.

• Mortgaged Property Insurance: The property acquired out of loan, for and up to the extent of principal outstanding of loan, covered free of cost against fire, earthquake and allied perils affecting the mortgaged property.

BRANCH EXPANSION

No new Branch(s) were opened during the year under review. The total number of Branch Offices and Satellite Offices as on March 31, 2023 are 71 and 5 respectively. Your Company is initiating brand building measures to generate general awareness and improve the brand image of the Company.

During the year under review, Malout and Diamond Harbour service centers have been closed and merged with nearest Branch offices namely with Chandigarh Branch Office and Kolkata Branch Office respectively.

HUMAN RESOURCES & INDUSTRIAL RELATIONS

The ratio of remuneration of each Director to the median of employee’s remuneration and such other details as required under section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are furnished below:

1. Ratio of remuneration of each Director to the median employees’ remuneration for F.Y. 2022-23.

The ratio of the remuneration of MD & CEO to the median remuneration of the employees of the Company for the F.Y. 202223 was -

• For Smt. G. Shobha Reddy, MD & CEO for the period from April 1, 2022 to November 14, 2022 - 2.99:1

• For Shri Paul Lobo, MD & CEO for the period from November 15, 2022 to March 31, 2023 - 2.72:1

Independent Directors are eligible for sitting fee only. The details of sitting fee paid to the Directors for the meetings of Board and Committees are given in the Corporate Governance Report of the Company.

2. Percentage increase in the remuneration of each Director and Key Managerial Personnel in F.Y. 2022-23.

The percentage increase in remuneration in the financial year for the Managing Director & CEO was -

• For Smt. G. Shobha Reddy, MD & CEO for the period from April 1, 2022 to November 14, 2022 - 2.75%

• For Shri Paul Lobo, MD & CEO for the period from November 15, 2022 to March 31, 2023 - 1.97%

The other Key managerial personnel of the Company are Chief Financial Officer and Company Secretary and the percentage increase in their remuneration was 15.44% and 11.54 % respectively.

3. Percentage increase in the median remuneration of employees in F.Y. 2022-23.

The percentage increase in the median remuneration of employees in the financial year was 9.48 %.

4. Number of permanent employees on the roll of company.

The work force strength of Your Company as on March 31, 2023 was 321 employees.

5. Average percentile increase already made in salaries of employees other than Managerial personnel in last Financial Year and its comparison with the percentile increase in Managerial Remuneration.

Average % increase in remuneration of the employees other than managerial personnel in the financial year was 6.21% (Based on average gross) and that of Managerial remuneration was 2.75% and 1.97% (For Smt. G. Shobha Reddy and Shri Paul Lobo for their respective service periods) during the year under review.

The average increase in the remuneration of both, the managerial and non-managerial personnel was determined based on the Annual Performance Evaluation, Interviews and also based on the HR policy as approved by the Board of Directors.

There were no exceptional circumstances which warranted an increase in managerial remuneration which was not justified by the overall performance of the Company. The Company affirms that the remuneration is as per the HR policy of the Company.

SECRETARIAL AUDITOR

The Board has appointed M/s. Makarand M. Joshi & Co., Practicing Company Secretaries as Secretarial Auditor of your Company for the financial year 2022-23. The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed as Annexure - A to this report.

Secretarial Audit Report for the year under review contain remarks for non-compliances of regulation 17(1) & 29 of SEBI (LODR) Regulations, 2015 relating to previous F.Y. 2021-22 for which fines were levied by Stock Exchanges in F.Y. 2022-23. In this regard it is informed that there was delay in appointment of required number of Independent Director and board composition was made good by the company as per regulation 17(1) w.e.f. January 6, 2023 by appointment of required number of Independent Director(s) on the Board. It is also informed that, company while giving prior Board Meeting intimation to stock exchanges (during FY 2021-22), inadvertently missed to specify (in Board Meeting Notice copy) the proposal for fund raising by way of issue of NCDs / Bonds, for which BSE Ltd. levied fine (in F.Y. 2022-23) and same has been paid by the company.

SECRETARIAL COMPLIANCE REPORT

In terms of regulation 24A, Secretarial Compliance Report issued by M/s. Makarand M. Joshi & Company, Practicing Company Secretaries is annexed as Annexure - B.

STATUTORY AUDITORS

M/s. Chandabhoy & Jassoobhoy, Chartered Accountants (Firm registration no. 101647W) was appointed as Statutory Auditors of the Company in terms of RBI circular dated April 27, 2021 for a period of 3 (three) consecutive years in 32^nd Annual General Meeting held on September 23, 2022 to hold office till conclusion of 35^th Annual General Meeting of the Company, subject to their continuity of fulfilment of the applicable eligibility norms.

STATUTORY AUDITORS’ REPORT & FRAUD REPORTING (IF ANY)

The notes on financial statements referred in the Auditors’ Report are self-explanatory and do not call for any further comments. The Statutory Auditors’ Report does not contain any qualification, adverse remark or disclaimer and do not call for further comments.

During the year under review, there were no incident of fraud(s), detected and reported by statutory auditors under section 143(12) to the Central Government.

COST RECORDS & COST AUDIT

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

MEETINGS OF THE BOARD

Board met 7 times during the year. For further details, please refer report on Corporate Governance.

COMMITTEES OF THE BOARD & ITS MEETINGS

Composition of the various Committees of the Board including Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration (and other committees also) along with their terms of reference and details of their meetings during the year is disclosed in Corporate Governance Report of the company which forms part of the Annual Report. In accordance with the provisions of Companies Act, 2013, there were no instance(s) where recommendation(s) of Audit Committee were not considered by Board.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNELS (KMP)

Details of Directors & KMPs appointed or ceased during the F.Y. 2022-23 are as follows:

Sr. No.	Name of Director(s)/KMP(s)	Category	Effective Date	Mode of Appointment/ Cessation
Appointment(s) during F.Y. 2022-23
1	Shri N. Damodharan	Independent Director	October 21, 2022	Appointed by Board
2	Smt. Neerja Kapur	Non-Executive Director	November 7, 2022	Appointed by Board
3	Shri Paul Lobo	Managing Director & CEO	November 15, 2022	Appointed by Board

Sr. No.	Name of Director(s)/KMP(s)	Category	Effective Date	Mode of Appointment/ Cessation
Cessation(s) during F.Y. 2022-23
1	Smt. Vijayalakshmi Iyer	Independent Director	September 23, 2022	Cessation due to completion of tenure.
2	Smt. G. Shobha Reddy	Managing Director & CEO	November 14, 2022	Resignation due to repatriation of services to promoter company.
3	Shri Anjan Dey	Non-Executive Director	January 25, 2023	Resignation due to VRS from Promoter Company.

Details of Directors & KMPs appointed or ceased during the previous F.Y. 2021-22 are as follows:
Sr. No.	Name of Director(s)/KMP(s)	Category	Effective Date	Mode of Appointment/ Cessation
Appointment(s) during F.Y. 2021-22
1	Smt. G. Shobha Reddy	Managing Director & CEO	April 12, 2021	Appointed by Board
2	Shri Anjan Dey	Non-Executive Director	April 12, 2021	Appointed by Board
3	Smt. Suchita Gupta	Non-Executive Director	August 11, 2021	Appointed by Board
4	Shri Hitesh Joshi	Non-Executive Director	October 7, 2021	Appointed by Board
5	Shri Satyajit Tripathy	Non-Executive Director	October 7, 2021	Appointed by Board
6	Shri Vaijinath M. Gavarshetty	Independent Director	January 6, 2022	Appointed by Board
7	Shri Sathia Jeeva Krishnan	Independent Director	January 6, 2022	Appointed by Board
8	Shri Kishore Garimella	Independent Director	January 6, 2022	Appointed by Board
9	Smt. Varsha Godbole	CFO (KMP)	October 29, 2021	Appointed by Board
Cessation(s) during F.Y. 2021-22
1	Shri Girish Radhakrishnan	Non-Executive Director	June 30, 2021	Due to superannuation from promoter company.
2	Smt. Tajinder Mukherjee	Non-Executive Director	June 30, 2021	Due to superannuation from promoter company.
3	Smt. Suchita Gupta	Non-Executive Director	August 3, 2021	Resigned due to elevation of services.
4	Shri Prafulla P. Chhajed	Independent Director	December 20, 2021	Due to resignation.
5	Shri G. Srinivasan	Independent Director	December 22, 2021	Due to resignation.
6	Shri Atul Sahai	Non-Executive Director	February 28, 2022	Due to superannuation from promoter company.
7	Smt. B. Radhika	CFO (KMP)	October 29, 2021	Resignation due to Interdepartmental transfer.
Details of Directors & KMPs appointed or ceased from the end of financial year till the date of adoption of Directors’ Report are as follows:
Sr. No.	Name of Director(s)/KMP(s)	Category	Effective Date	Mode of Appointment/ Cessation
1	Shri Rashmi Raman Singh	Additional Director (Non-Executive)	August 7, 2023	Appointed by Board
2	Shri Sunil Kakar	Additional Director (Independent)	August 7, 2023	Appointed by Board

DETAILS OF APPOINTMENT AND RE-APPOINTMENT OF DIRECTORS

Following are the details of Directors proposed to be appointed and re-appointed

Name of Directors	Category	Appointment / Reappointment
Smt. Rani Singh Nair	Independent Director(s)	Reappointment for 2nd term
Shri Vaijinath M. Gavarshetty
Shri Kishore Garimella
Shri Sathia Jeeva Krishnan
Shri Sunil Kakar	Independent Director	Appointment for 1st term
Shri Rashmi Raman Singh	Non-Executive Director	Appointment
Shri Satyajit Tripathy	Non-Executive Director	Reappointment due to retire by rotation
Shri Hitesh Joshi	Non-Executive Director

We also place a Certificate from M/s. Makarand M. Joshi & Co., Practicing Company Secretaries regarding Non-disqualification of Directors from being appointed/continue for the office of Director in your Company as Annexure - C.

Your Independent Directors meet all the criteria of Independence as provided in Section 149(6) of Companies Act, 2013 read with rules made thereunder and SEBI (LODR) Regulations, 2015.

Your Directors recommended the appointment and re-appointment of above referred Directors and the related resolutions on the subject are included in the notice convening 33^rd Annual General Meeting of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have given declaration to the Company in terms of Section 149(7) and 149(8) of the Companies Act, 2013 and Regulation 25(8) of SEBI (LODR) Regulations, 2015 that they meet the criteria of Independence as provided in section 149(6) of the Companies Act, 2013 read with rules made thereunder and regulation 16(1)(b) of SEBI (LODR) Regulations, 2015. There has been no change in the circumstances affecting their status as Independent Directors of the Company. They also confirm their compliance with the Companies Code of Conduct for Directors and for Independent Directors as specified under schedule IV of the Companies Act, 2013.

All the Independent Directors of the Company are persons of integrity, expertise and experience and have completed their registration in the databank maintained by IICA.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details of familiarization program for Independent Directors is available on the website of the Company at the link -https://gichfindia.com/pdf/Familiarisation%20Programme%2002.02.2023.pdf

STATEMENT OF FORMAL ANNUAL EVALUATION MADE BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Your Company has prescribed required parameters to evaluate the performance of the Board and its Committees. It is always recognized that the Board comprises appropriately qualified and professional people with broad range of experience. While evaluating the performance of the individual Director, it is always seen the Knowledge to perform their role; time and level of participation; performance of duties and level of oversight; and professional conduct and independence etc.

The performance evaluation of the Directors and Committees of the Directors was completed for the year under review. The performance evaluation of the Chairman, Non-Executive Directors and Independent Directors was carried out by the Board and Nomination and Remuneration Committee. The Board of Directors expressed their satisfaction with the evaluation process.

RELATED PARTY TRANSACTIONS AND POLICY FOR THE SAME

Your Company has framed Policy on Related Party Transactions pursuant to SEBI (LODR) Regulations, 2015. The said policy is enclosed as Annexure - D and also available on the website of the Company at https://gichfindia.com/pdf/2023-24/2.%20 Policy%20on%20Related%20Party%20Transactions%20(3).pdf

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 in the prescribed Form AOC 2 have been enclosed as Annexure - E to the Directors report which is having “Nil” Report.

CORPORATE SOCIAL RESPONSIBILTY (CSR) POLICY U/S. 135 OF COMPANIES ACT, 2013

In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has established Corporate Social Responsibility Committee and statutory disclosures with respect to the CSR Committee and a report on CSR expenditure is annexed as Annexure - F to this report. The policy inter alia covers the thrust areas for CSR initiatives of the company, manner of selection and implementation of CSR projects, Project monitoring & reporting etc. The CSR policy of the Company is available on the website at https://gichfindia.eom/pdf/2023-24//policies/1.%20CSR%20POLICY_07.08.2023.pdf

NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework for selection and remuneration of Directors, Key Managerial Personnel (KMPs) and Senior Management of the Company. The policy was modified with Board approval to make it in line with the regulatory amendments. The Nomination and Remuneration policy is available on the website of the Company at https://gichfindia.com/pdf/NRC%20P0LICY%20-%2002.02.2023.pdf and also enclosed as Annexure - G.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As per Regulation 34(2)(f) of SEBI (LODR) Regulations, 2015, the Annual Report of top 1000 listed entities based on Market Capitalization shall contain Business Responsibility and Sustainability Report (‘BRSR’). Accordingly, BRSR is enclosed as Annexure - H to the Directors’ Report.

EXTRACT OF ANNUAL RETURN AS PER SECTION 92 OF THE COMPANIES ACT, 2013.

Annual Return is available on the website of the company under the ‘Head Disclosure’ at https://gichfindia.com/Investors%20 Information%20&%20Compliances.php

RISK MANAGEMENT

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness and report the same to Board. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis Report, which forms part of this report. Your Company has also appointed Chief Risk Officer to assess, mitigate and report the potential Risk to the Company.

SHARE CAPITAL

During the financial year 2022-23, Share Capital structure of your company remained unchanged and there was neither new issue of shares to existing shareholders or new shareholders by way of Public issue or Private Placement or otherwise nor to the employees/Directors by way of ESOPs’ or Sweat Equity Shares as the case may be.

DEPOSITS

Your Company has not accepted any fixed deposits and as such, no amount of Principal or interest was outstanding as of Balance sheet date.

Pursuant to NBFC-HFCs (RBI) Master Directions, 2021, the following statement is provided -

Sr. No.	Particulars	Remarks
a	Total No. of Accounts of Public deposit of the company which have not been claimed by the depositors or not paid by the company after the date on which deposit become due for repayment.	NA
b	The total amount due under such accounts remaining unclaimed or unpaid beyond the date referred in point (a) above.	NA

VIGILANCE MECHANISM

As a conscious and vigilant organization, your Company has established proper vigilance mechanism for its Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s code of conduct or ethics. The Company has framed Whistle Blower Policy and same is available on the website of the Company at https://gichfindia.com/ pdf/2023-24/policies/2.%20Wishtle%20Blower%20Policy.pdf

DISCLSOURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company is committed to provide and promote safe and healthy environment to all its employees without any discrimination. The Internal Complaints Committee is constituted in compliance with the provisions of Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, there was no case filed.

Number of Complaints filed during the financial year 2022-23	Nil
Number of Complaint disposed off during the financial year 2022-23	Nil
Number of Complaint pending as on end of the financial year 2022-23	Nil

CORPORATE GOVERNANCE

The Auditors Certificate on Corporate Governance issued by Shri Makarand M. Joshi of M/s. Makarand M. Joshi & Co., (Secretarial Auditors of the Company) for the year under review, as required under Companies Act, 2013 and in pursuance of SEBI (LODR) Regulations, 2015 is annexed to the Report of the Directors on Corporate Governance.

Your Company has been complying with the principles of good Corporate Governance over the years. The Board of Directors supports the broad principles of Corporate Governance. In addition to the basic governance issues, the Board lays strong emphasis on transparency, accountability and integrity.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 of SEBI (LODR) Regulations, 2015, Management Discussion and Analysis Report forms part of this report.

KEY REGULATORY CHANGES

During the year under review, Reserve Bank of India inter-alia issued Guidelines on Loans and Advances - Regulatory Restrictions for NBFCs, Guidelines on Compensation of Key Managerial Personnel (KMP) and Senior Management (SMP) in NBFCs and company is endeavoring to ensure the continued compliance of the same to the extent of its applicability. The Company has also been complying with various amendment(s) made in Companies Act, 2013 and applicable Regulations issued by Securities and Exchange Board of India during the year under review.

During the year, the Company has not made any application, or no proceeding is pending under the Insolvency and Bankruptcy Code, 2016. The Company has not entered into one-time settlement for any loans availed from the Banks or Financial Institutions.

DECLARATION BY MANAGING DIRECTOR & CEO

Based on the declaration received from the Directors & Senior Management for the compliance of “Code of Conduct for Directors and Senior Management” as approved by the Board of the Company, MD & CEO hereby declares that all the Directors and Senior Management have complied with the said Code of Conduct for Directors & Senior Management for F.Y. 2022-23 and said code of conduct is available on the website of the Company at https://gichfindia.com/pdf/9.%20CODE-OF-CONDUCT-FOR-DIRECTORS-SENIOR-MANAGEMENT⁰/o2030-08-2022.pdf

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND EXPENDITURE

Since the Company does not own any manufacturing facility, the particulars relating to conservation of energy and technology absorption as required to be furnished under Section 134(m) of Companies Act, 2013 are not applicable.

The Company did not earn any income in foreign currency during the year under review and also not incurred any expenses in foreign currency.

PARTICULARS OF LOANS, GUARANTEES SECURITY AND INVESTMENT UNDER SECTION 186 OF COMPANIES ACT, 2013

Your Company being a housing finance Company is exempted from the applicability of the requirements of section 186 of the Companies Act, 2013 except for the requirements as mentioned under sub-section (1) of section 186 of the Companies Act, 2013.

PARTICULARS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES

Your Company has floated its wholly owned Subsidiary Company namely GICHFL Financial Services Private Limited on January 27, 2021 for sourcing customers for its Home loan products. During the year under review, subsidiary company has sourced total business of '' 30.40 crores. The Consolidated financial statements incorporating result of the subsidiary Company for the year ended March 31,2023, is attached along with the statement in Form AOC - 1 pursuant to Section 129 of the Companies Act, 2013.

Apart from this, there were no other companies which have become or ceased to be the subsidiaries, joint ventures or associate companies of your Company.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL IMPACTING GOING CONCERN STATUS OF THE COMPANY (IF ANY)

During the year under review, there were no any Significant / Material orders have been passed by any Regulators or Courts or Tribunals which affect the going concern status of your Company.

VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR BOARD’S REPORTS (IF ANY)

There was no Voluntary revision of Financial Statements or Boards Reports during previous 3 Financial Years.

RECEIPT OF ANY COMMISSION BY MD/WTD FROM A COMPANY OR FOR RECEIPT OF COMMISSION/REMUNERATION FROM IT’S HOLDING OR SUBSIDIARY (IF ANY)

Your Company has only 1 (‘one’) whole time Director i.e. Managing Director & CEO. All the payments made to Managing Director

6 CEO are disclosed in Corporate Governance Report of the Company. Your Managing Director & CEO is also appointed as Managing Director on the Board of Subsidiary Company where no remuneration / commission is paid during the year under review.

DEMATERIALISATION OF SHARES AND NOMINATION FACILITY AND LISTING AT STOCK EXCHANGES

As per the Securities & Exchange Board of India (“SEBI”) directives, the transactions of the Company’s shares must be compulsorily in dematerialised form. Your Company has signed an agreement with the Central Depository Services (India) Limited (‘CDSL’) and National Securities Depository Limited (‘NSDL’) for transaction of shares in dematerialised form. Shareholders holding shares in physical form are requested to convert their holdings into dematerialised form. Out of 5,38,51,066 equity shares, 5,35,95,534 equity shares (i.e. 99.53%) are in dematerialised form as at March 31, 2023 as against 5,35,67,999 equity shares (i.e. 99.47%) as at March 31, 2022.

The equity shares of the Company continue to be listed on BSE Ltd., and The National Stock Exchange of India Ltd., The Annual Listing fees for the year 2023-24 are paid to these Stock Exchanges well in advance. Your Company has listed its Non-Convertible Debentures & Commercial Papers on BSE Ltd.

UNCLAIMED DIVIDEND TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND (IEPF)

In terms of the provisions of the Companies Act, 2013, the amount (dividend) that remained unclaimed and unpaid for more than

7 years from the date it become first due for payment, shall be transferred to IEPF (Fund).

Your Company has been intimating the shareholders to lodge their claim for payment due, if any, from time to time by sending individual Reminder Letters/e-Mails, Newspaper publication, website disclosures etc. and any such claims, after due verifications have been settled. This information is being mentioned in the Annual Report every year. In spite of constant and sincere efforts to pay the unclaimed dividend to the respective shareholders, certain amount of dividend still remains unclaimed.

Unclaimed/Unpaid dividend relating to F.Y. 2014-15 amounting to '' 18,58,545/- which has not been claimed by shareholders, has been transferred to Investor Education and Protection Fund (IEPF) during the month of September 2022.

In terms of the provisions of Section 124(6) of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Amendment Rules, 2017, Company is required to transfer the shares in respect of which dividend remains unpaid and unclaimed for a period of seven consecutive years to the Investors Education and Protection Fund (IEPF) Suspense Account. We have transferred total 13,497 no. of equity shares to IEPF during the year under review and as on March 31, 2023, total no. of 1,78,541 shares stands in the name of IEPF Authority.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors hereby confirms that:

a. In the preparation of Annual Accounts, the applicable accounting standards have been followed and there are no material departures.

b. We have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company as at the end of March 31, 2023 and of the profit /Loss of the Company for the year ended on that date.

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

d. We have prepared the annual accounts on a going concern basis.

e. We have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively.

f. We have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS

The Directors thank the valued customers, shareholders for their goodwill, patronage and support.

The Directors acknowledge with gratitude the valuable and timely advice, guidance and support received from the Promoter(s) namely General Insurance Corporation of India (GIC Re), The New India Assurance Company Ltd., National Insurance Company Ltd., The Oriental Insurance Company Ltd. and United India Insurance Company Limited.

The Directors also thank the National Housing Bank, Other Banks, CP holders & NCDs holders for their continued support through Short Term & Long term funding.

The Directors also thank the Security Exchange Board of India (SEBI); Stock Exchanges; Depositories; Ministry of Corporate Affairs (MCA); Insurance Regulatory & Development Authority of India (IRDAI); Reserve Bank of India (RBI); Credit Rating Agencies; Government(s) local/ statutory authorities; Registrar and Share Transfer agent and the Auditors of the Company for their guidance and continued support.

The Directors place on record their deep appreciation of the valuable contribution of the members of the staff at all levels for the progress of the Company during the year and look forward to their continued cooperation in realization of the corporate goals in the years ahead.

For and on behalf of the Board of Directors For and on behalf of the Board of Directors

Sd/- Sd/-

Paul Lobo Devesh Srivastava

Managing Director & CEO Non-Executive Director & Chairman

Place: Chennai Date: August 7, 2023

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Mar 31, 2018

Dear Members,

The Directors have pleasure in presenting the 28th Annual Report of your Company and the Audited Accounts for the year ended 31st March, 2018.

FINANCIAL RESULTS

(Rs. in Lacs)

PARTICULARS	March 31,2018	March 31, 2017
Total Income	112840	100174
Less: Interest expenditure	71276	66784
Overheads	14317	10610
Depreciation & amortization	64	70
Profit Before Tax	27183	22710
Provision for Tax	9450	7635
Deferred Tax Assets	(710)	302
Profit After Tax	18443	14773
Profit brought forward	3244	6
Profit available for appropriation	21687	14779
APPROPRIATIONS:
General Reserve	9680	7330
Special Reserve under Section 36(1)(viii) of Income Tax Act, 1961	5190	4205
Proposed Equity Dividend	2962	2693
Tax on Proposed Dividend	609	548
Balance carried over to Balance Sheet	3576	3244

IMPORTANT FINANCIAL RATIOS

PARTICULARS	March 31,2018	March 31, 2017
Return on Net Worth (%)	18.62	17.62
Return on Total Assets (%)	1.62	1.57
Book Value per share (Rs.)	183.89	155.65
Earnings per share (Rs.)	34.25	27.43
Debt Equity Ratio (times)	10.08	9.83
Average cost of funds (%)	7.82	8.77
Average yield on advances (%)	10.97	11.63
Net Interest Margin	3.15	2.86

DIVIDEND

Your Directors recommend payment of dividend for the year ended 31st March, 2018 of Rs.5.50/- per equity share of Rs.10/- each. The total dividend outgo for the current year would amount to Rs.35.71 crores including dividend distribution tax of Rs.6.09 Crores, as against Rs.32.41 Crores including dividend distribution tax of Rs.5.48 Crores in the previous year.

The dividend payout ratio for the current year, inclusive of additional tax on dividend will be 16.47% as against 21.94% of previous year. As per Companies (Accounting Standards) Amendments Rules, 2016, Dividend & Tax thereon will be recognized as liability on approval of shareholders at the ensuing Annual General Meeting (AGM).

OPERATIONS - PERFORMANCE

Income, Profit, Loan Approvals and Disbursements: Total income for the year under review is Rs.1128.40 crores as against Rs.1001.74 crores for the year 2016-17. Profit before tax for the year ended is Rs.271.83 crores and Profit after tax for the year ended is Rs.184.43 crores as against Rs.227.10 crores and Rs.147.73 crores respectively for the previous year.

The Company’s main thrust continues to be on Individual Loans. New loans approved during the year amounted to Rs.3869 crores and loans disbursed during the year are Rs.3621 crores as against Rs.2869 crores and Rs.2761 crores for the year ended 31st March, 2017 respectively. The Retail Loan portfolio as at 31st March, 2018 stood at Rs.11232 crores as compared to Rs.9271 crores as on 31st March, 2017.

During the year under review, your Company has made provision to the extent of Rs.61.32 crores as against Rs.33.40 crores provided for in the year 2017-18.

RESOURCE MOBILISATION:

Your Company takes every effort to tap the appropriate source of funding to minimize the weighted average cost of funds. Your Company has mobilized resources through the following sources:

A. Term Loans from Banks and Insurance Companies.

Your Company has borrowed fresh long term loans of Rs.2167 crores from banks during the year as compared to Rs.2835 crores during the previous year. The aggregate of term loans outstanding at the end of the financial year stood at Rs.6171 crores as against Rs.4611 crores as at the end of the previous year.

B. Refinance from National Housing Bank (NHB):

With the continued support of National Housing Bank (NHB), your Company availed refinance amounting to Rs.631 crores during the year under review as against Rs.1400 crores in the previous year. The refinance facility outstanding as on 31st March, 2018 is Rs.2875 crores as against Rs.2683 crores as at the end of the previous year.

C. Short term Loan and Commercial Paper:

During the year 2017-18, your Company has raised resources by issuing Commercial Paper and also resorted to short term borrowings from the banks and the outstanding amount as on 31st March, 2018 is Rs.893 crores.

D. Non Convertible Debentures:

Your Company has outstanding balance of Rs.45 Crores through issue of Non Convertible Debentures (NCD) on private placement as on 31st March 2018.

CREDIT RATING

Your Company had received rating from CRISIL and ICRA for its various borrowing programmes as follows:

CRISIL Rating:

- For Commercial Paper/short term loan programmes of Rs.1500 crores as [CRISIL] “A1 ” (Pronounced as CRISIL A1 plus).

- For Fund Based Long Term Loan Programme of Rs.100 crores as [CRISIL] AA (Stable) (Pronounced as CRISIL double A plus/Stable).

- For Non-Convertible Debentures Borrowing Programme of Rs.550 crores [CRISIL] “AA (Stable)” (Pronounced as CRISIL double A Plus/Stable).

ICRA Rating:

- For Commercial Paper(Rs.1500 crores )/ short term loan (Rs.500 crores) programmes of Rs.2000 crores as [ICRA] “A1 ” (Pronounced as ICRA A1 plus). This rating is the highest credit quality rating assigned by ICRA for Short Term Debt Instruments.

- As per the Basel-II requirements - For Fund Based Long Term Loan Programme of Rs.10,000 crores as [ICRA] AA (Stable) (Pronounced as ICRA double A plus/stable). This rating indicates the high credit quality rating assigned by ICRA to Long Term Debt Instruments.

- For Non-Convertible Debentures Borrowing Programme of Rs.550 crores [ICRA] “AA ” (STABLE) (Pronounced as ICRA double A Plus/stable).

BRANCH EXPANSION

During the year under review your Company has opened its Branches at Kozhikode (Kerala), Nellore (Andhra Pradesh), Whitefield (Karnataka), HubLi (Karnataka) and Siliguri (West Bengal). The total number of Offices as on 31st March, 2018 is 69. Your Company is initiating brand building measures to generate general awareness and improve the image of the Company.

INSURANCE COVERAGE TO BORROWERS

Your Company had taken “Special Contingency Insurance” with The New India Assurance Company Ltd., which covers the borrowers of your Company as under:

- Personal Accident Insurance: Personal accident (death only) risk cover, free of cost to the borrowers up to an amount of outstanding loan at any particular point of time during the term/ tenure of the housing loan.

- Mortgaged Property Insurance: The property acquired out of loan, for and up to an extent of the outstanding loan amount, covered free of cost against fire, earthquake and allied perils affecting the mortgaged property.

Your Company has also tied up with ‘Kotak Mahindra Old Mutual Life Insurance Ltd.’, “Future Generali India Life Insurance Company Ltd.” and “Aditya Birla Sun Life Insurance Company Ltd.” (Formerly known as Birla Sun Life Insurance Company Ltd.) for getting insurance cover on the life of the borrower to the extent of the “Outstanding Home Loan”. The said “Group Life Cover” is optional and the Company arranges this insurance on request from the borrower. These schemes ensure protection to the families of the borrower in case of un-expected eventualities like untimely death of borrower due to accident or natural death.

CAPITAL ADEQUACY RATIO (CAR)

The Company has been maintaining the Capital Adequacy Ratio (CAR) above the minimum required level prescribed by National Housing Bank (NHB) from time to time. The CAR prescribed for the present is 16.17%.

The Capital Adequacy Ratio of the Company as at 31st March, 2018 is 16.17% as against 16.60% as at 31st March, 2017.

DEPOSITS

Your Company has not accepted any fixed deposits and as such, no amount of Principal or interest was outstanding as of Balance sheet date.

DEMATERIALISATION OF SHARES AND NOMINATION FACILITY AND LISTING AT STOCK EXCHANGES

As per the Securities & Exchange Board of India directives, the transactions of the Company’s shares must be compulsorily in dematerialised form. Your Company has signed an agreement with the Central Depository Services (India) Limited and National Securities Depository Limited for transaction of shares in dematerialised form. Shareholders holding shares in physical form are requested to convert their holdings into dematerialised form. Out of 5,38,51,066 equity shares, 5,34,17,582 equity shares are in dematerialised form, (5,32,95,991 shares as on 31st March, 2017) which is 99.19% (98.97% as on 31st March, 2017) of the total shares as on 31st March, 2018.

Shareholders holding shares in physical form may utilise the nomination facility available by sending the prescribed Form No.SH-13 duly filled, to our Registrars and Share Transfer Agents viz. M/s. Karvy Computershare Pvt. Ltd, Karvy Selenium, Tower B, Plot 31-32, Gachibowli, Financial District, Nankramguda, Hyderabad, Telangana-500032. Shareholders holding shares in dematerailised form has to send their “Nomination” request to the respective Depository Participants.

The equity shares of the Company continue to be listed on Bombay Stock Exchange Ltd., and The National Stock Exchange of India Ltd., The Annual Listing fees for the year 2017-18 have been paid to these Stock Exchanges.

UNCLAIMED DIVIDEND TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND (IEPF)

In terms of the provisions of the Companies Act, 2013, the amount (dividends) that remained unclaimed and unpaid for more than 7 years from the date become first due for payment, shall be transferred to IEPF (Fund).

The Company has been intimating the shareholders to lodge their claim for payment due, if any, from time to time and such claims have been settled. In spite of constant and sincere efforts to pay the unclaimed dividend to the respective shareholders, certain amount still remains unclaimed. The Company has been intimating the shareholders to lodge their claim for dividend from time to time and such information is being mentioned in the Annual Reports every year.

Unclaimed dividend amounting to Rs.12,65,103/- that has not been claimed by shareholders for the financial year 2009-10 has been transferred to Investor Education and Protection Fund (IEPF) during the month of October, 2017.

The dividend pertaining to the financial year 2010-11 remaining unclaimed and unpaid amounting to Rs.17,63,190/- as on 31st March, 2018, would be transferred to IEPF during September, 2018 after settlement of claims received up to the date of completion of 7 years from the date of declaration of the dividend. Shareholders who have not claimed the said dividend may write to Registrars and Share Transfer agents.

In terms of the provisions of Section 124(6) of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Amendment Rules, 2017, Company is required to transfer the shares in respect of which dividend remains unpaid and unclaimed for a period of seven consecutive years to the Investor Education and Protection Fund (IEPF) Suspense Account. We have transferred total 106402 no. of equity shares to IEPF during the year.

STATUTORY INFORMATION:

Particulars regarding conservation of energy, technology absorption and foreign exchange earnings and expenditure.

Since the Company does not own any manufacturing facility, the particulars relating to conservation of energy and technology absorption as required to be furnished under Section 134(m) of Companies Act, 2013 are not applicable.

The Company did not earn any income in foreign currency during the year under review and also not incurred any expenses in foreign currency.

None of the employees of your company were in receipt of remuneration in excess of the limits as laid down under Section 134 of Companies Act, 2013 read with Companies (Particulars of Employees) Amendment Rules, 2011.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors hereby confirms that:

a. In the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b. We have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company as at the end of 31st March, 2018 and of the profit /Loss of the Company for the year ended on that date.

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

d. We have prepared the annual accounts on a going concern basis.

e. We have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively.

f. We have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATUTORY AUDITORS

M/s, CNK & ASSOCIATES LLP Chartered Accountants, Mumbai were re-appointed as Statutory Auditors in the twenty-fourth Annual General Meeting of the Company for the period of Five Years from the conclusion of 24th Annual General Meeting up to the conclusion of 29th Annual General Meeting of the Company subject to ratification of their appointment at every Annual General Meeting.

The Company received the requisite confirmation from them to the effect that their re-appointment, if made, would be as per Section 139 & 141 of Companies Act, 2013.

The Directors of your Company recommend for ratification of appointment of M/s CNK & ASSOCIATES, LLP, Chartered Accountants, Mumbai as Statutory Auditors of the Company from the ensuing Annual General Meeting till conclusion of 29th Annual General Meeting. Suitable resolution for re-appointment requiring approval of the shareholders forms part of the agenda of the Annual General Meeting.

SECRETARIAL AUDITOR

The Board has appointed Shri Makarand Joshi, M/s Makarand M. Joshi & Co., Practicing Company Secretaries as Secretarial Auditor of your Company for the financial year 2017-18. The Secretarial Audit Report for the financial year ended 31st March, 2018 is annexed as Annexure A to this report. The Secretarial Audit Report does not contain any qualification, reservations or adverse remark.

DIRECTORS

In accordance with the requirements of Companies Act, 2013 and Article 125 of the Articles of Associations of the Company, Shri K. Sanath Kumar, Director is due to retire by rotation but is not seeking re-election due to superannuation from the services.

The Directors of your Company wish to place on record their appreciation for the services rendered and contribution made by him during his tenure as Director of the Company.

ShriA. V. Girijakumar was appointed as Additional Director pursuant to Article 111 of Article of Association of the Company with effect from 18th August 2017 and holds office up to 28th Annual General Meeting of the Company in terms of Section 161 of the Companies Act 2013 and is eligible for appointment.

Shri NSR Chandra Prasad was appointed as an Additional Director of the Company pursuant to Article 111 of Articles of Association of the Company with effect from 26th October, 2017 and holds office up to the forthcoming Annual General Meeting of the Company in terms of Section 161 of the Companies Act, 2013 and is eligible for appointment.

Pursuant to the provisions of Sections 149, 152 read with Schedule IV and such other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014, the term of ShriV. Ramasamy (Chartered Accountant), ShriKamlesh S. Vikamsey (Chartered Accountant) and Smt. Mona Bhide (Legal Practitioner) is expiring in the 28th Annual General Meeting of the Company and they are proposed to be re-appointed upto the conclusion of 30th AGM of the Company.

Company has received notices in writing from Members under Section 160 of the Companies Act 2013, proposing the candidature of Shri A. V. Girijakumar, Shri NSR Chandra Prasad, Shri V. Ramasamy, Shri Kamlesh S. Vikamsey and Smt. Mona Bhide for the Office of Director of the Company.

None of the Directors of the Company are disqualified from being appointed as Directors as specified in Section 164 of Companies Act, 2013. The Board of Directors recommends their appointment. Your Independent Directors meet all the criteria of Independence as provided in Section 149(6) of Companies Act, 2013.

STATEMENT FOR FORMAL ANNUAL EVALUATION MADE BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Our Company has prescribed required parameters to evaluate the performance of the Board and its Committees. It is always recognized that the Board comprises appropriately qualified and professional people with broad range of experience. While evaluating the performance of the individual Director, it is always seen the Knowledge to perform their role; time and level of participation; performance of duties and level of oversight; and professional conduct and independence etc.

The performance evaluation of the Directors was completed for the year. The performance evaluation of the Chairperson, Non Executive Directors and Independent Directors was carried out by the Board and Nomination and Remuneration Committee. The Board of Directors expressed their satisfaction with the evaluation process.

MEETINGS OF THE BOARD

Board met 4 (‘Four’) times during the year. For further details, please refer report on Corporate Governance. RELATED PARTY POLICY AND TRANSACTIONS

Your Company has framed Related Party Transaction Policy pursuant to Listing Regulations, 2015 which is available on the website of the Company www.gichfindia.com. The same is annexed as Annexure B to the Directors’ Report.

Your Company is having following related party transactions which are not material in nature but the same are entered at arm’s length basis with the prior approval of Audit Committee:

1) Premises taken on Lease from Promoter Insurance Companies for our Registered and Corporate Office and Branch Offices.

2) Insurance Cover taken from Promoter Group Companies.

3) Raising of financial resources and any other service, if any.

During the year, Company has also given the following Housing Loan to the KMP which has been duly approved by Audit Committee:

Name	Loan Amount	Outstanding due as on
	(Rs.)	31st March 2018
		(Rs.)
Shri S. Sridharan, Sr. Vice President & Company Secretary	21,11,282/-	18,77,637/-

Form AOC 2 as required under Companies Act 2013 for related party transaction is annexed as Annexure C to the Directors’ Report which is having NIL Report.

CORPORATE SOCIAL RESPONSIBILTY (CSR) POLICY U/S 135 OF COMPANIES ACT 2013.

In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has established Corporate Social Responsibility Committee and statutory disclosures with respect to the CSR Committee and an Annual Report on CSR activities is annexed as Annexure D to this report.

VIGILANCE MECHANISM

As a conscious and vigilant organization, your Company has established proper vigilance mechanism for its Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy. The Company has framed Whistle Blower Policy and the same is uploaded at the website of the Company.

NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework for selection and remuneration of Directors, Key Managerial Personal (KMP) and Senior Management of the Company. The Nomination and Remuneration policy is available on the website (www.gichfindia.com) of the Company and also enclosed as Annexure E.

CORPORATE GOVERNANCE

The Auditors Certificate on Corporate Governance issued by the Secretarial Auditor of the Company for the year under review, as required under Companies Act, 2013 and in pursuance of SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 is annexed to the Report of the Directors on Corporate Governance.

Your Company has been complying with the principles of good Corporate Governance over the years. The Board of Directors supports the broad principles of Corporate Governance. In addition to the basic governance issues, the Board lays strong emphasis on transparency, accountability and integrity.

In terms of the provisions of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 entered into with the Stock Exchange(s), the Management Discussion and Analysis Report forms part of this report.

HUMAN RESOURCES & INDUSTRIAL RELATIONS.

The work force strength of Your Company as on 31st March, 2018 is 271.

EXTRACT OF ANNUAL RETURN AS PER SECTION 92

Annual Return in Form MGT 9 is enclosed as per Annexure F to the Directors’ Report.

DISCLSOURE UNDER THE SEXUAL HARASSMENT OF WOMEN

Your Company is committed to provide and promote safe and healthy environment to all its employees without any discrimination. During the year under review, there was no case filed pursuant to The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENTS

The Directors thank the valued customers, shareholders for their goodwill, patronage and support.

The Directors acknowledge with gratitude the valuable and timely advice, guidance and support received from the Promoter(s) namely General Insurance Corporation of India (GIC Re), The New India Assurance Company Ltd., National Insurance Company Ltd., The Oriental Insurance Company Ltd. and United India Insurance Company Limited.

The Directors also thank the National Housing Bank for their support and continued refinance assistance, Banks for their continued support through term loans. The Directors also thank the Security Exchange Board of India (SEBI); Stock Exchanges; Depositories; Ministry of Corporate Affairs; Credit Rating Agencies; Government(s) local/ statutory authorities; Registrars and Share Transfer agents and the Auditors of the Company for their continued support.

The Directors place on record their deep appreciation of the valuable contribution of the members of the staff at all levels for the progress of the Company during the year and look forward to their continued cooperation in realization of the corporate goals in the years ahead.

Place: Mumbai Date: 24.04.2018

Registered Office: For and on behalf of the Board of Directors

National Insurance Building,

6th Floor, 14, Jamshedji Tata Road, Sd-

Churchgate, S. Gopakumar

Mumbai-400020 Managing Director & CEO

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Mar 31, 2017

Dear Members,

The Directors have pleasure in presenting the 27th Annual Report of your Company and the Audited Accounts for the year ended 31^st March, 2017.

FINANCIAL RESULTS

(Rs. in Lacs)

PARTICULARS	March 31, 2017	March 31, 2016
Total Income	100174	87637
Less: Interest expenditure	66784	60065
Overheads	10610	8379
Depreciation & amortization	70	82
Profit Before Tax	22710	19111
Provision for Tax	7635	6110
Deferred Tax Assets	302	551
Profit After Tax	14773	12450
Profit brought forward	6	4
Profit available for appropriation	14779	12454
APPROPRIATIONS:
General Reserve	7330	5835
Special Reserve under Section 36(1)(viii) of Income Tax Act, 1961	4205	3372
Proposed Equity Dividend	2693	2693
Tax on Proposed Dividend	548	548
Balance carried over to Balance Sheet	3244	6
MPORTANT FINANCIAL RATIOS
PARTICULARS	March 31, 2017	March 31, 2016
Return on Net Worth (%)	17.62	17.28
Return on Total Assets (%)	1.57	1.55
Book Value per share (Rs.)	155.65	133.77
Earnings per share (Rs.)	27.43	23.12
Debt Equity Ratio (times)	9.83	9.72
Average cost of funds (%)	8.77	9.39
Average yield on advances (%)	11.63	12.06
Net Interest Margin	2.86	2.67

DIVIDEND

Your Directors recommend payment of dividend for the year ended 31st March, 2017 of Rs.5/- per equity share of Rs.10/- each. The total dividend outgo for the current year would amount to Rs.32.41 crores including dividend distribution tax of Rs. 5.48 crores, as in the previous year.

The dividend payout ratio for the current year, inclusive of additional tax on dividend will be 21.94% as against 26.02% of previous year. As per companies (Accounting Standards) Amendments Rules, 2016, Dividend & Tax thereon will be recognized as liability on approval of shareholders at the ensuing Annual General Meeting (AGM).

OPERATIONS - PERFORMANCE

Income, Profit, Loan Approvals and Disbursements: Total income for the year under review is Rs.1001.74 crores as against Rs.876.37 crores for the year 2015-16. Profit before tax for the year ended is Rs.227.10 crores and Profit after tax for the year ended is Rs.147.73 crores as against Rs.191.11 crores and Rs.124.50 crores respectively for the previous year.

The Company''s main thrust continues to be on Individual Loans. New loans approved during the year amounted to Rs.2869 crores and loans disbursed during the year are Rs.2761 crores as against Rs.2636 crores and Rs.2511 crores for the year ended 31st March, 2016 respectively. The Retail Loan portfolio as at 31st March, 2017 stood at Rs.9271 crores as compared to Rs.7907 crores as on 31st March, 2016.

During the year under review, your Company has made provision to the extent of Rs.33.40 crores as against Rs.15.76 crores provided for in the year 2016-17.

RESOURCE MOBILISATION:

Your Company takes every effort to tap the appropriate source of funding to minimize the weighted average cost of funds. Your Company has mobilized resources through the following sources:

A. Term Loans from Banks and Insurance Companies:

Your Company has borrowed fresh long term loans of Rs.2835 crores from banks during the year as compared to Rs.1343 crores during the previous year. The aggregate of term loans outstanding at the end of the financial year stood at Rs.4611 crores as against Rs.4708 crores as at the end of the previous year.

B. Refinance from National Housing Bank (NHB):

With the continued support of National Housing Bank (NHB), your Company availed refinance amounting to Rs.1400 crores during the year under review as against Rs.1000 crores in the previous year. The refinance facility outstanding as on 31st March, 2017 is Rs.2683 crores as against Rs.1630 crores as at the end of the previous year.

C. Short term Loan and Commercial Paper:

During the year 2016-17, your Company has raised resources by issuing Commercial Paper and also resorted to short term borrowings from the banks and the outstanding amount as on 31st March, 2017 is Rs.897 crores.

D. Non-Convertible Debentures:

Your Company has outstanding balance of Rs.45 Crores through issue of Non-Convertible Debentures (NCD) on private placement as on 31st March, 2017.

CREDIT RATING

Your Company had received rating from CRISIL and ICRA for its various borrowing programmes as follows:

CRISIL Rating:

- For Commercial Paper/short term loan programmes of Rs.800 crores as [CRISIL] "A1 " (Pronounced as CRISIL A1 plus).

- For Fund Based Long Term Loan Programme of Rs.100 crores as [CRISIL] AA (Stable) (Pronounced as CRISIL double A plus/Stable).

- For Non-Convertible Debentures Borrowing Programme of Rs.550 crores [CRISIL] "AA (Stable)" (Pronounced as CRISIL double A Plus/ Stable).

ICRA Rating:

- For Commercial Paper/short term loan programmes of Rs.1500 crores as [ICRA] "A1 " (Pronounced as ICRA A1 plus). This rating is the highest credit quality rating assigned by ICRA for Short Term Debt Instruments.

- As per the Basel-II requirements - For Fund Based Long Term Loan Programme of Rs.8500 crores as [ICRA] AA (Stable) (Pronounced as ICRA double A plus/stable). This rating indicates the high credit quality rating assigned by ICRA to Long Term Debt Instruments.

- For Non-Convertible Debentures Borrowing Programme of Rs.550 crores [ICRA] "AA " (STABLE) (Pronounced as ICRA double A Plus/ stable).

BRANCH EXPANSION

During the year under review your Company has opened its Branches at Pitampura (Delhi), Hinjewadi (Maharashtra), Barasat (West Bengal), Mangalore (Karnataka) and Guwahati (Assam). The total number of Offices as on 31st March, 2017 is 65 (including Corporate Office). Your Company is initiating brand building measures to generate general awareness and improve the image of the Company.

INSURANCE COVERAGE TO BORROWERS

Your Company had taken "Special Contingency Insurance" with The New India Assurance Company Ltd., which covers the borrowers of your Company as under:

- Personal Accident Insurance: Personal accident (death only) risk cover, free of cost to the borrowers up to an amount of outstanding loan at any particular point of time during the term/tenure of the housing loan.

- Mortgaged Property Insurance: The property acquired out of loan, for and up to an extent of the outstanding loan amount, covered free of cost against fire, earthquake and allied perils affecting the mortgaged property.

Your Company has also tied up with ''Kotak Mahindra Old Mutual Life Insurance Ltd.'' , "Future Generali India Life Insurance Company Ltd." and "Birla Sun Life Insurance Company Ltd." for getting insurance cover on the life of the borrower to the extent of the "Outstanding Home Loan". The said "Group Life Cover" is optional and the Company arranges this insurance on request from the borrower. These schemes ensure protection to the families of the borrower in case of un-expected eventualities like untimely death of borrower due to accident or natural death.

CAPITAL ADEQUACY RATIO (CAR)

The Company has been maintaining the Capital Adequacy Ratio (CAR) above the minimum required level prescribed by National Housing Bank (NHB) from time to time. The CAR prescribed for the present is 12%.

The Capital Adequacy Ratio of the Company as at 31st March, 2017 is 16.60% as against 17.40% as at 31st March, 2016.

DEPOSITS

Your Company has not accepted any fixed deposits and, as such, no amount of Principal or interest was outstanding as of Balance sheet date. DEMATERIALISATION OF SHARES AND NOMINATION FACILITY AND LISTING AT STOCK EXCHANGES

As per the Securities & Exchange Board of India directives, the transactions of the Company''s shares must be compulsorily in dematerialized form. Your Company has signed an agreement with the Central Depository Services (India) Limited and National Securities Depository Limited for transaction of shares in dematerialized form. Shareholders holding shares in physical form are requested to convert their holdings into dematerialized form. Out of 5,38,51,066 equity shares, 5,32,95,991 equity shares are in dematerialized form, (5,32,85,785 shares as on 31st March, 2016) which is 98.97% (98.95% as on 31st March, 2016) of the total shares as on 31st March, 2017.

Shareholders holding shares in physical form may utilize the nomination facility available by sending the prescribed Form No.SH-13 duly filled, to our Registrars and Share Transfer Agents viz. M/s. Karvy Computershare Pvt. Ltd., Karvy Selenium, Tower B, Plot 31-32, Gachibowli, Financial District, Nankramguda, Hyderabad, Telangana-500032. Shareholders holding shares in dematerialized form has to send their "Nomination" request to the respective Depository Participants.

The equity shares of the Company continue to be listed on Bombay Stock Exchange Ltd., and The National Stock Exchange of India Ltd., The Annual Listing fees for the year 2016-17 have been paid to these Stock Exchanges.

UNCLAIMED DIVIDEND TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND (IEPF)

In terms of the provisions of the Companies Act, 2013, the amount (dividends) that remained unclaimed and unpaid for more than 7 years from the date become first due for payment, shall be transferred to IEPF (Fund).

The Company has been intimating the shareholders to lodge their claim for payment due, if any, from time to time and such claims have been settled. In spite of constant and sincere efforts to pay the unclaimed dividend to the respective shareholders, certain amount still remains unclaimed.

Unclaimed dividend amounting to Rs.10,87,904/- that has not been claimed by shareholders for the financial year 2008-09 has been transferred to Investor Education and Protection Fund (IEPF) during the month of October, 2016.

The dividend pertaining to the financial year 2009-10 remaining unclaimed and unpaid amounting to Rs.12,69,603/- as on 31st March, 2017, would be transferred to IEPF during September, 2017 after settlement of claims received up to the date of completion of 7 years from the date of declaration of the dividend. Shareholders who have not claimed the said dividend may write to Registrars and Share Transfer agents.

In terms of the provisions of Section 124(6) of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Amendment Rules, 2017, Company is required to transfer the shares in respect of which dividend remains unpaid and unclaimed for a period of seven consecutive years to the Investor Education and Protection Fund (IEPF) Suspense Account. We have already published a Notice on 10th December, 2016 for the same and a list of shareholders whose shares to be transferred to IEPF has been updated on the website.

STATUTORY INFORMATION:

Particulars regarding conservation of energy, technology absorption and foreign exchange earnings and expenditure

Since the Company does not own any manufacturing facility, the particulars relating to conservation of energy and technology absorption stipulated in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, required to be furnished under Section 134(m) of Companies Act, 2013 are not applicable.

The Company did not earn any income in foreign currency during the year under review and also not incurred any expenses in foreign currency.

None of the employees of your company were in receipt of remuneration in excess of the limits as laid down under Section 134 of Companies Act, 2013 read with Companies (Particulars of Employees) Amendment Rules, 2011.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors hereby confirms that:

a. In the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b. We have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company as at the end of 31st March, 2017 and of the profit/ Loss of the Company for the year ended on that date.

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

d. We have prepared the annual accounts on a going concern basis.

e. We have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively.

f. We have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATUTORY AUDITORS

M/s. CNK & ASSOCIATES LLP Chartered Accountants, Mumbai were re-appointed as Statutory Auditors in the twenty-fourth Annual General Meeting of the Company for the period of Five Years from the conclusion of 24th Annual General Meeting up to the conclusion of 29th Annual General Meeting of the Company subject to ratification of their appointment at every Annual General Meeting.

The Company received the requisite confirmation from them to the effect that their re-appointment, if made, would be as per Section 139 & 141 of Companies Act, 2013.

The Directors of your Company recommend for ratification of appointment of M/s CNK & ASSOCIATES, LLP, Chartered Accountants, Mumbai as Statutory Auditors of the Company from the ensuing Annual General Meeting till conclusion of 28th Annual General Meeting. Suitable resolution for re-appointment requiring approval of the shareholders forms part of the agenda of the Annual General Meeting.

SECRETARIAL AUDITOR

The Board has appointed Shri Makarand Joshi, M/s Makarand M. Joshi & Co., Practicing Company Secretaries as Secretarial Auditor of your Company for the financial year 2016-17. The Secretarial Audit Report for the financial year ended 31st March, 2017 is annexed as Annexure A to this report. The Secretarial Audit Report does not contain any qualification, reservations or adverse remark.

DIRECTORS

Pursuant to the provisions of Sections 149, 152 read with Schedule IV and such other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014, the term of Shri B. Chakrabarti (Chartered Accountant), Shri M. K. Garg (Chartered Accountant) and Shri A. V. Muralidharan (Chartered Accountant & Company Secretary) is expiring in the 27th Annual General Meeting of the Company and they are proposed to be re-appointed up to the conclusion of 29th AGM of the Company.

Shri S. Gopakumar was appointed as an Additional Director of the Company pursuant to the Article 111 of Articles of Association of the Company and in terms of Section 161 of the Companies Act, 2013 with effect from 8th November, 2016 who holds office up to the conclusion of 27th AGM of the Company.

Pursuant to the provisions of Sections 196, 197, 198, 203 read with Schedule V of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 and subject to approval of the shareholders at their meeting and any other approvals, as may be applicable Shri S. Gopakumar is to be appointed as Managing Director & CEO, on and from 8th November, 2016 for initially two years or up to his extended period of deputation if any at the remuneration he is entitled to in accordance with the Service Regulations applicable in the pay scale VII for General Manager cadre of The Oriental Insurance Company Ltd. with any modifications, revisions, thereof, if any that might take place from time to time, and also eligible for perquisites and performance incentives as applicable for the post of Managing Director & CEO in our Company subject to ceiling limits prescribed by Schedule V of the Companies Act, 2013.

Your Company has received a notice in writing from a shareholder(s) as per Section 160 of Companies Act, 2013, proposing the candidature of Shri B. Chakrabarti, Shri M. K. Garg, Shri A. V. Muralidharan and Shri S. Gopakumar for the office of Director(s) of the Company at the ensuing Annual General Meeting, for their appointment as Director(s) of the Company.

None of the Directors of the Company are disqualified from being appointed as Directors as specified in Section 164 of Companies Act, 2013. The Board of Directors recommends their appointment.

The Company has complied according to the provision of Section 149(6) of the Companies Act, 2013. The Company has also obtained declarations from all the Independent Directors pursuant to Section 149(7) of the Companies Act, 2013.

Appointment of any new Director in the Company is done by the Board on the basis of recommendation of Nomination and Remuneration Committee. While selecting new Directors, Board shall ensure that there is appropriate balance of skills, experience and knowledge in the Board so as to enable the Board to discharge its functions and duties effectively.

STATEMENT FOR FORMAL ANNUAL EVALUATION MADE BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Our Company has prescribed required parameters to evaluate the performance of the Board and its Committees. It is always recognized that the Board comprises appropriately qualified and professional people with broad range of experience. While evaluating the performance of the individual Director, it is always seen the Knowledge to perform their role; time and level of participation; performance of duties and level of oversight; and professional conduct and independence etc.

The performance evaluation of the Directors was completed for the year. The performance evaluation of the Chairperson, Non-Executive Directors and Independent Directors was carried out by the Board and Nomination and Remuneration Committee. The Board of Directors expressed their satisfaction with the evaluation process.

MEETINGS OF THE BOARD

Board met 5 (Five) times during the year. For further details, please refer report on Corporate Governance.

RELATED PARTY POLICY AND TRANSACTIONS

Your Company has framed Related Party Transaction Policy pursuant to Listing Regulations, 2015 which is available on the website of the Company www.gichfindia.com. The same is annexed as Annexure B to the Directors'' Report.

Your Company is having following related party transactions which are not material in nature but the same are entered at arm''s length basis with the prior approval of Audit Committee:

1) Premises taken on Lease from Promoter Insurance Companies for our Registered and Corporate Office and Branch Offices.

2) Insurance Cover taken from Promoter Group Companies.

3) Raising of financial resources and any other service, if any.

During the year, Company has also given the following Housing Loan to the KMP which has been duly approved by Audit Committee:

Name	Loan Amount	Outstanding due as on
	(Rs.)	31st March 2017
		(Rs.)
Shri S. Sridharan, Sr. Vice President & Company Secretary	21,11,282/-	20,67,845/-

Form AOC 2 as required under Companies Act, 2013 for related party transaction is annexed as Annexure C to the Directors'' Report which is having NIL Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY U/S 135 OF COMPANIES ACT, 2013.

Our Company is having its CSR Policy which is available at the website (www.gichfindia.com) of the Company. Company is having total available funds of Rs.3.187 Crores for spending towards CSR Activity for F.Y. 2016-17.

Your Company has contributed Rs.1.34 crores (i.e. 50% from the total fund of Rs. 2.67 crores available for F.Y. 2015-16) to Prime Minister''s National Relief Fund, Swach Bharat Kosh and Clean Ganga Fund in the F.Y. 2016-17.

Your Company has also contributed Rs.28 lacs (from the balance fund of Rs. 1.08 crores available for F.Y. 2014-15) towards its Sanitation Project near Arthur Road Naka, Chinchpokli (W), Mumbai in the F.Y. 2016-17. The subject project has been completed and inaugurated successfully and is in use by general public.

The total unspent CSR amount as on 31st March, 2017 is Rs.5.327 crores (Rs. 3.187 crores relating to F.Y. 2016-17, Rs.1.33 crores relating to F.Y. 2015-16 and Rs.0.81 crores relating to F.Y. 2014-15). Your Company could not spend the full amount of CSR due to no prior experience of CSR activities. Now, the Company has completed its first project successfully and will take up another projects which can be useful to the society.

VIGILANCE MECHANISM

As a conscious and vigilant organization, your Company has established proper vigilance mechanism for its Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy. The Company has framed Whistle Blower Policy and the same is uploaded at the website of the Company.

NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework for selection and remuneration of Directors, Key Managerial Personal (KMP) and Senior Management of the Company. The Nomination and Remuneration policy is available on the website (www. gichfindia.com) of the Company and also enclosed as Annexure D.

CORPORATE GOVERNANCE

The Auditors Certificate on Corporate Governance issued by the Secretarial Auditor of the Company for the year under review, as required under Companies Act, 2013 and in pursuance of SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 is annexed to the Report of the Directors on Corporate Governance.

Your Company has been complying with the principles of good Corporate Governance over the years. The Board of Directors supports the broad principles of Corporate Governance. In addition to the basic governance issues, the Board lays strong emphasis on transparency, accountability and integrity.

In terms of the provisions of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 entered into with the Stock Exchange(s), the Management Discussion and Analysis Report forms part of this report.

HUMAN RESOURCES & INDUSTRIAL RELATIONS

The Company aims to align HR practices with business goals, motivate people for higher performance and build a competitive working environment. Your Company has continuously been working to improve human resource competence and capabilities in the Company to deliver the desired results. Your Company has developed a comprehensive "in-house" induction training module to make sure that new employees understand the basic focus of the Company in its all operations. Apart from fixed salaries and perquisites, we also have in place performance linked incentive scheme to all the employees which rewards the outstanding performing teams that achieve certain performance targets. In pursuance of the Company''s commitment to develop and retain the best available talent, the Company has been sponsoring the employees for training programmes conducted by National Housing Bank for upgrading the skill and knowledge of the employees in different operational areas. The work force strength of Your Company as on 31st March, 2017 is 256.

EXTRACT OF ANNUAL RETURN AS PER SECTION 92

Annual Return in Form MGT 9 is enclosed as per Annexure E to the Directors'' Report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN

Your Company is committed to provide and promote safe and healthy environment to all its employees without any discrimination. During the year under review, there was 1 (One) case filed pursuant to The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENTS

The Directors thank the valued customers, shareholders for their goodwill, patronage and support.

The Directors acknowledge with gratitude the valuable and timely advice, guidance and support received from the Promoter(s) namely General Insurance Corporation of India (GIC Re), The New India Assurance Company Ltd., National Insurance Company Ltd., The Oriental Insurance Company Ltd. and United India Insurance Company Limited.

The Directors also thank the National Housing Bank for their support and continued refinance assistance, Banks for their continued support through term loans. The Directors also thank the Security Exchange Board of India (SEBI); Stock Exchanges; Depositories; Ministry of Corporate Affairs; Credit Rating Agencies; Government(s) local/ statutory authorities; Registrars and Share Transfer agents and the Auditors of the Company for their continued support.

The Directors place on record their deep appreciation of the valuable contribution of the members of the staff at all levels for the progress of the Company during the year and look forward to their continued cooperation in realization of the corporate goals in the years ahead.

Place : Mumbai Date : 26^th April, 2017

Registered Office: For and on behalf of the Board of Directors

National Insurance Building,

6th Floor, 14, Jamshedji Tata Road, Sd/-

Churchgate, S. Gopakumar

Mumbai - 400 020 Managing Director & CEO

---

Mar 31, 2016

Dear Members,

The Directors have pleasure in presenting the 26th Annual Report of your Company and the Audited Accounts for the year ended 31st March, 2016.

FINANCIAL RESULTS

(Rs, in Lacs)

PARTICULARS March 31, 2016 March 31, 2015

Total Income 87637 73274

Less: Interest expenditure 60065 50893

Overheads 8379 6660

Depreciation & amortization 82 351

Profit Before Tax 19111 15370

Provision for Tax 6110 4860

Deferred Tax Assets 551 214

Profit Afer Tax 12450 10296

Profit brought forward 4 5

Profit available for appropriation 12454 10301

APPROPRIATIONS:

General Reserve 5835 4200

Special Reserve under Section 36(1)(viii) of Income Tax Act, 1961 3372 2856

Proposed Equity Dividend 2693 2693

Tax on Proposed Dividend 548 548

Balance carried over to Balance Sheet 6 4

IMPORTANT FINANCIAL RATIOS PARTICULARS March 31, 2016 March 31, 2015

Return on Net Worth (%) 17.28 16.53

Return on Total Assets (%) 1.55 1.53 Book Value per share (Rs,) 133.77 115.65

Earnings per share (Rs,) 23.12 19.12

Debt Equity Rato (times) 9.72 9.30

Average cost of funds (%) 9.39 9.74

Average yield on advances (%) 12.06 12.22

Net Interest Margin 2.67 2.48

DIVIDEND

Your Directors recommend payment of dividend for the year ended 31st March, 2016 of Rs, 5 per equity share ofRs, 10/- each. The total dividend outgo for the current year would amount to Rs, 32.41 crores including dividend distribution tax of Rs, 5.48 Crores, as in the previous year.

The dividend payout rato for the current year, inclusive of Additional tax on dividend will be 26.02%.

OPERATIONS - PERFORMANCE

Income, Profit, Loan Approvals and Disbursements: Total income for the year under review is Rs, 876.37 crores as against Rs, 732.74 crores for the year 2014-15. Profit before tax for the year ended is Rs, 191.11 crores and Profit after tax for the year ended is Rs, 124.50 crores as against Rs, 153.70 crores and Rs, 102.96 crores respectively for the previous year.

The Company''s main thrust continues to be on Individual Loans. New loans approved during the year amounted to Rs, 2636 crores and loans disbursed during the year are Rs, 2511 crores as against Rs, 2305 crores and Rs, 2225 crores for the year ended 31st March, 2015 respectively. The Retail Loan portfolio as at 31st March, 2016 stood at Rs, 7907 crores as compared to Rs, 6593 crores as on 31st March, 2015.

During the year under review, your Company has made provision to the extent of Rs, 15.76 crores as against Rs, 12.28 crores provided for in the year 2014-15. The Company is also carrying an Additional provision of Rs, 83.86 crores in books, beyond what is prescribed under the guidelines, as a prudential measure. Gross Non-Performing Assets on retails loans as on 31st March, 2016 is 1.76% as against 1.73% for the previous year. Net non performing loans as on 31st March, 2016 is NIL as that of the previous year.

RESOURCE MOBILISATION:

Your Company takes every effort to tap the appropriate source of funding to minimize the weighted average cost of funds. Your Company has mobilized resources through the following sources:

A. Term Loans from Banks and Insurance Companies.

Your Company has borrowed fresh long term loans of Rs, 1343 crores from banks during the year as compared to Rs, 1404 crores during the previous year. The aggregate of term loans outstanding at the end of the financial year stood at Rs, 4708 crores as against Rs, 4174 crores as at the end of the previous year.

B. Refinance from National Housing Bank (NHB):

With the continued support of National Housing Bank (NHB), your Company availed refinance amounting to Rs, 1000 crores during the year under review as against Rs, 350 crores in the previous year. The refinance facility outstanding as on 31st March, 2016 is Rs, 1630 crores as against Rs, 860 crores as at the end of the previous year.

C. Short-term Loan and Commercial Paper:

During the year 2015-16, your Company has raised resources by issuing Commercial Paper and also resorted to short-term borrowings from the banks and the outstanding amount as on 31st March, 2016 is Rs, 626 crores (Gross).

D. Non-Convertible Debentures:

Your Company has outstanding balance of Rs, 45 Crores through issue of Non-Convertible Debentures (NCDs) on private placement as on 31st March, 2016.

CREDIT RATING

Your Company had received rating from CRISIL and ICRA for its various borrowing programmes as follows:

CRISIL Rating:

For Commercial Paper/short-term loan programmes ofRs, 800 crores as [CRISIL] "A1 " (Pronounced as CRISIL A1 plus).

For Fund Based Long Term Loan Programme of Rs, 100 crores as [CRISIL] AA (Stable) (Pronounced as CRISIL double A plus/ Stable).

- For Non-Convertible Debentures Borrowing Programme ofRs, 550 crores [CRISIL] "AA (Stable)" (Pronounced as CRISIL double A Plus/Stable).

ICRA Rating:

For Commercial Paper/short-term loan programmes ofRs, 1200 crores as [ICRA] "A1 " (Pronounced as ICRA A1 plus). This rating is the highest credit quality rating assigned by ICRA for Short-Term Debt Instruments.

As per the Basel-II requirements - For Fund Based Long Term Loan Programme of Rs, 7000 crores as [ICRA] AA (Stable) (Pronounced as ICRA double A plus/stable). This rating indicates the high credit quality rating assigned by ICRA to Long-Term Debt Instruments.

- For Non-Convertible Debentures Borrowing Programme of Rs, 550 crores [ICRA] "AA (Stable)" (Pronounced as ICRA double A Plus/stable).

BRANCH EXPANSION

During the year under review your Company has opened its Branches at Greater Noida (Utar Pradesh), Raipur (Chhatsgarh), Vijayawada (Andhra Pradesh), Vasai (Maharashtra) and Patala (Punjab). The total number of Offices as on 31st March, 2016 is 60. Your Company is imitating brand building measures to generate general awareness and improve the image of the Company.

INSURANCE COVERAGE TO BORROWERS

Your Company had taken "Special Contingency Insurance" with The New India Assurance Company Ltd., which covers the borrowers of your Company as under:

Personal Accident Insurance: Personal accident (death only) risk cover, free of cost to the borrowers up to an amount of outstanding loan at any particular point of time during the term/tenure of the housing loan.

Mortgaged Property Insurance: The property acquired out of loan, for and up to an extent of the outstanding loan amount, covered free of cost against fire, earthquake and allied perils affecting the mortgaged property.

Your Company has also tied up with ''Kotak Mahindra Old Mutual Life Insurance Limited'' and "Future Generali India Life Insurance Company Limited" for getting insurance cover on the life of the borrower to the extent of the "Outstanding Home Loan". The said "Group Life Cover" is optional and the Company arranges this insurance on request from the borrower. These schemes ensure protection to the families of the borrower in case of un-expected eventualities like untimely death of borrower due to accident or natural death.

CAPITAL ADEQUACY RATIO (CAR)

The Company has been maintaining the Capital Adequacy Rato (CAR) above the minimum required level prescribed by National Housing Bank (NHB) from time to time. The CAR prescribed for the present is 12%.

The Capital Adequacy Rato of the Company as at 31st March, 2016 is 17.40% as against 15.36% as at 31st March, 2015.

DEPOSITS

Your Company has not accepted any fixed deposits and, as such, no amount of Principal or interest was outstanding as of Balance sheet date.

DEMATERIALISATION OF SHARES AND NOMINATION FACILITY AND LISTING AT STOCK EXCHANGES

As per the Securities & Exchange Board of India directives, the Transactions of the Company''s shares must be compulsorily in dematerialized form. Your Company has signed an agreement with the Central Depository Services (India) Limited and National Securities Depository Limited for transaction of shares in dematerialized form. Shareholders holding shares in physical form are requested to convert their holdings into dematerialized form. Out of 5,38,51,066 equity shares, 5,32,85,785 equity shares are in dematerialized form, (5,32,61,704 shares as on 31st March, 2015) which is 98.95% (98.91% as on 31st March, 2015) of the total shares as on 31st March, 2016.

Shareholders holding shares in physical form may utilize the nomination facility available by sending the prescribed Form No.SH-13 duly filled, to our Registrars and Share Transfer Agents viz. M/s Karvy Computershare Pvt. Ltd., Karvy Selenium, Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad, Telangana - 500 032. Shareholders holding shares in dematerialized form has to send their "Nomination" request to the respective Depository Participants.

The equity shares of the Company continue to be listed on BSE Ltd. and The National Stock Exchange of India Ltd. The Annual Listing fees for the year 2015-16 have been paid to these Stock Exchanges.

UNCLAIMED DIVIDEND TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND (IEPF)

In terms of the provisions of the Companies Act, 1956 (which are still applicable), the amount (dividends) that remained unclaimed and unpaid for more than 7 years from the date become first due for payment, shall be transferred to IEPF (Fund). In terms of the applicable statutory provisions of the Companies Act, 1956, no claim would lie against the Company or the said Fund after such transfer to IEPF.

The Company has been intimating the shareholders to lodge their claim for payment due, if any, from time to time and such claims have been settled. In spite of constant and sincere efforts to pay the unclaimed dividend to the respective shareholders, certain amount still remains unclaimed. The Company has been intimating the shareholders to lodge their claim for dividend from time to time and such information is being mentioned in the Annual Reports every year.

Unclaimed dividend amounting to Rs, 9,81,280/- that has not been claimed by shareholders for the financial year 2007-08 has been transferred to Investor Education and Protection Fund (IEPF) during the month of October, 2015 wherein no claim would lie against the Company or the said fund after the transfer.

The dividend pertaining to the financial year 2008-09 remaining unclaimed and unpaid amounting to Rs, 11,04,952/- as on 31st March, 2016, would be transferred to IEPF during October, 2016 after settlement of claims received up to the date of completion of 7 years from the date of declaration of the dividend. The Company has sent individual reminder Letters to the respective shareholders during the month of June 2016. Shareholders who have not claimed the said dividend may write to Registrars and Share Transfer agent.

STATUTORY INFORMATION:

Particulars regarding conservation of energy, technology absorption and foreign exchange earnings and expenditure Since the Company does not own any manufacturing facility, the particulars relating to conservation of energy and technology absorption stipulated in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, required to be furnished under Section 134(m) of Companies Act, 2013 are not applicable.

The Company did not earn any income in foreign currency during the year under review and also not incurred any expenses in foreign currency.

None of the employees of your company were in receipt of remuneration in excess of the limits as laid down under Section 134 of Companies Act, 2013 read with Companies (Particulars of Employees) Amendment Rules, 2011.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors hereby confirms that:

a) In the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b) We have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company as at the end of 31st March, 2016 and of the Profit/Loss of the Company for the year ended on that date.

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

d) We have prepared the annual accounts on a going concern basis.

e) We have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively.

f) We have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATUTORY AUDITORS

M/s CNK & ASSOCIATES LLP Chartered Accountants, Mumbai were re-appointed as Statutory Auditors in the twenty-fourth Annual General Meeting of the Company for the period of Five Years from the conclusion of 24th Annual General Meeting up to the conclusion of 29th Annual General Meeting of the Company subject to ratification of their appointment at every Annual General Meeting.

The Company received the requisite confirmation from them to the effect that their re-appointment, if made, would be as per Section 139 & 141 of Companies Act, 2013.

The Directors of your Company recommend for ratification of appointment of M/s CNK & ASSOCIATES LLP Chartered Accountants, Mumbai as Statutory Auditors of the Company from the ensuing Annual General Meeting till conclusion of 27th Annual General Meeting. Suitable Resolution for re-appointment requiring approval of the shareholders forms part of the agenda of the Annual General Meeting.

SECRETARIAL AUDITOR

The Board has appointed Shri Makarand Joshi, M/s Makarand M. Joshi & Co., Practicing Company Secretaries as the Secretarial Auditor of your Company for the financial year 2015-16. The Secretarial Audit Report for the financial year ended 31st March, 2016 is annexed as Annexure A to this report. The Secretarial Audit Report does not contain any qualification, reservations or adverse remark.

DIRECTORS

Shri Y. Ramulu, Smt. Alice G. Vaidyan and Shri K. Sanath Kumar were appointed as Additional Director (s) of the Company w.e.f. 30th June, 2015, 29th January, 2016 and 21st March, 2016 respectively as per Section 161 of the Companies Act, 2013, if any and Article 111 of Articles of Association of the Company.

Your Company has received a notice in writing from a shareholder(s) as per Section 160 of the Companies Act, 2013, proposing the candidature of Shri Y. Ramulu, Smt. Alice G. Vaidyan and Shri K. Sanath Kumar for the office of Director(s) of the Company at the ensuing Annual General Meeting, for their appointments as Non Executive Directors of the Company.

None of the Directors of the Company are disqualified from being appointed as Directors as specified in Section 164 of the Companies Act, 2013. The Board of Directors recommends their appointments.

The Company has complied according to the provision of Section 149(6) of the Companies Act, 2013. The Company has also obtained declarations from all the Independent Directors pursuant to Section 149(7) of the Companies Act, 2013.

Appointment of any new Director in the Company is done by the Board on the basis of recommendation of Nomination and Remuneration Committee. While selecting new Directors, Board shall ensure that there is appropriate balance of skills, experience and knowledge in the Board so as to enable the Board to discharge its functions and duets effectively.

STATEMENT FOR FORMAL ANNUAL EVALUATION MADE BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Our Company has prescribed required parameters to evaluate the performance of the Board and its Committees. It is always recognized that the Board comprises appropriately qualified and professional people with broad range of experience. While evaluating the performance of the individual Director, it is always seen the Knowledge to perform their role; time and level of participation; performance of dutes and level of oversight; and professional conduct and independence etc.

The performance evaluation of the Directors was completed for the year. The performance evaluation of the Chairperson, Non Executive Directors and Independent Directors was carried out by the Board and Nomination and Remuneration Committee. The Board of Directors expressed their satisfaction with the evaluator process.

MEETINGS OF THE BOARD

Board met 6 (Six) times during the year. For further details, please refer report on Corporate Governance.

RELATED PARTY TRANSACTION U/S 188

Your Company is having following related party Transactions which are not material in nature but the same are entered at arm''s length basis with the prior approval of Audit Committee:

1. Premises taken on Lease from Promoter Insurance Companies for our Registered and Corporate Office and Branch Offices.

2. Insurance Cover taken from Promoter Group Companies.

3. Raising of financial resources.

During the year, Company has also given the following Housing Loans to the Director''s relatives and KMP which have been duly approved by Audit Committee:

Name Loan Amount Outstanding due as on (Rs,) 31st March 2016 (Rs,)

Shri Aniket Milind Kharat 75,00,000/- 73,90,426/-

(Son of Shri Milind A. Kharat, CMD of United India Insurance Company Ltd. and

Non Executive Director of the Company)

Shri S. Sridharan, 21,11,282/- 14,31,713/-

Sr. Vice President & Company Secretary

Form AOC 2 as required under Companies Act, 2013 for related party transaction is annexed as Annexure B to the Directors'' Report which is having NIL Report.

CORPORATE SOCIAL RESPONSIBILTY (CSR) POLICY U/S 135 OF THE COMPANIES ACT, 2013.

Our Company is having its CSR Policy which is available at the website (www.gichfndia.com) of the Company. Company is having total available funds ofRs, 2.67 crores for spending towards CSR Activity. The approved Acton Plan for financial year 2015-16 towards CSR Programmes was:

1. Contribution to the Prime Minister''s National Relief Fund;

2. Contribution to the "Swach Bharat Kosh" set up by the Central Govt.;

3. Contribution to the "Clean Ganga Fund" set up by the Central Govt.;

4. Education;

5. Sanitation.

Accordingly, it was proposed to contribute 50% of available fund i.e., Rs, 1.34 crores to the 3 funds as stated herein above and balance available funds will be utilized towards Education and Sanitation relating CSR Actives. Your Company is in the process of finalizing the suitable NGO for its sanitation activity and the same will be executed in the F.Y 2016-17.

Your Company has contributed Rs, 1.08 crores (the carried forward amount for the F.Y. 2014-15) to Prime Minister''s National Relief Fund, Swach Bharat Kosh and Clean Ganga Fund in the F.Y. 2015-16.

The total unspent CSR amount as on 31st March, 2016 is Rs, 3.76 crores (Rs, 2.67 crores relating to F.Y. 2015-16 and Rs, 1.09 crores relating to F.Y. 2014-15).

VIGILANCE MECHANISM

As a conscious and vigilant organization, your Company has established proper vigilance mechanism for its Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy. The Company has framed Whistle Blower Policy and the same is uploaded at the website of the Company.

NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework for selection and remuneration of Directors, Key Manageral Personal (KMP) and Senior Management of the Company. The Nomination and Remuneration policy is available on the website (www.gichfndia.com) of the Company and also enclosed as Annexure C.

CORPORATE GOVERNANCE

The Auditors Certificate on Corporate Governance issued by the Secretarial Auditor of the Company for the year under review, as required under Companies Act, 2013 and in pursuance of SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 is annexed to the Report of the Directors on Corporate Governance.

Your Company has been complying with the principles of good Corporate Governance over the years. The Board of Directors supports the broad principles of Corporate Governance. In addition to the basic governance issues, the Board lays strong emphasis on transparency, accountability and integrity.

In terms of the provisions of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 entered into with the Stock Exchange(s), the Management Discussion and Analysis Report forms part of this report.

HUMAN RESOURCES & INDUSTRIAL RELATIONS.

The Company aims to align HR practices with business goals, motivate people for higher performance and build a competitive working environment. Your Company has continuously been working to improve human resource competence and capabilities in the Company to deliver the desired results. Your Company has developed a comprehensive "in-house" induction training module to make sure that new employees understand the basic focus of the Company in its all operations. Apart from fixed salaries and perquisites, we also have in place performance linked incentive scheme to all the employees which rewards the outstanding performing teams that achieve certain performance targets. In pursuance of the Company''s commitment to develop and retain the best available talent, the Company has been sponsoring the employees for training programmes conducted by National Housing Bank for upgrading the skill and knowledge of the employees in different operational areas. The work force strength of Your Company as on 31st March, 2016 is 265.

EXTRACT OF ANNUAL RETURN AS PER SECTION 92

Annual Return in Form MGT 9 is enclosed as per Annexure D to the Directors'' Report.

DISCLSOUSRE UNDER THE SEXUAL HARASSMENT OF WOMEN

Your Company is committed to provide and promote safe and healthy environment to all its employees without any discrimination. During the year under review, there was no case fled pursuant to The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENTS

The Directors thank the valued customers, shareholders for their goodwill, patronage and support.

The Directors acknowledge with gratitude the valuable and timely advice, guidance and support received from the Promoter(s) namely General Insurance Corporation of India (GIC Re), The New India Assurance Company Ltd., National Insurance Company Ltd., The Oriental Insurance Company Ltd. and United India Insurance Company Limited.

The Directors also thank the National Housing Bank for their support and continued refinance assistance, Banks for their continued support through term loans. The Directors also thank the Security Exchange Board of India (SEBI); Stock Exchanges; Depositories; Ministry of Corporate Affairs; Credit Rating Agencies; Government(s) local/statutory authorities; Registrars and Share Transfer agent and the Auditors of the Company for their continued support.

The Directors place on record their deep appreciation of the valuable contribution of the members of the staff at all levels for the progress of the Company during the year and look forward to their continued cooperation in realization of the corporate goals in the years ahead.

Place : Mumbai

Date : 29th April, 2016

Registered Office: For and on behalf of the Board of Directors

National Insurance Building,

6th Floor, 14, Jamshedji Tata Road, Sd/-

Churchgate, Warendra Sinha

Mumbai - 400 020 Managing Director & CEO

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 25th Annual Report of your Company and the Audited Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS

(Rs in Lacs) PARTICULARS March 31, 2015 March 31, 2014

Total Income 73274 62492

Less: Interest expenditure 50893 41925

Overheads 6660 7036

Depreciation & amortization 351 205

ProfitBefore Tax 15370 13326

Provision for Tax 4860 4450

Deferred Tax Assets (774) (879)

Deferred Tax on Special Reserve 988 -

Profit After Tax 10296 9755

Profit brought forward 5 5

Profit available for appropriation 10301 9760

APPROPRIATIONS:

General Reserve 4200 3115

Special Reserve under Section 36(1)(viii) of Income Tax Act,1961 2856 2860

Proposed Equity Dividend 2693 3231

Tax on Proposed Dividend 548 549

Balance carried over to Balance Sheet 4 5

IMPORTANT FINANCIAL RATIOS

PARTICULARS March 31,2015 March 31,2014

Return on Net Worth (%) 16.53 17.77

Return on Total Assets (%) 1.53 1.77

Book Value per share (Rs.) 115.65 101.97

Earning per share (Rs.) 19.12 18.12

Debt Equity Ratio (times) 9.30 8.47

Average cost of funds (%) 9.74 9.72

Average yield on advances (%) 12.22 12.50

Net Interest Margin 2.48 2.78

DIVIDEND

Your Directors recommend payment of dividend for the year ended 31st March, 2015 of Rs. 5 per equity share of Rs. 10/- each. The total dividend outgo for the current year would amount to Rs. 32.41 crores including dividend distribution tax of Rs. 5.48 crores, as against Rs. 37.80 crores including dividend distribution tax of Rs. 5.49 crores in the previous year.

The dividend payout ratio for the current year, inclusive of additional tax on dividend will be 31.46%.

OPERATIONS - PERFORMANCE

Income, Profit, Loan Approvals and Disbursements: Total income for the year under review is Rs. 732.74 crores as against Rs.624.92 crores for the year 2013-14. Profit before tax for the year ended isRs. 153.70 crores and profit after tax for the year ended is Rs. 102.96 crores as against Rs. 133.26 crores and Rs. 97.55 crores respectively for the previous year.

The Company''s main thrust continues to be on Individual Loans. New loans approved during the year amounted to Rs. 2305 crores and loans disbursed during the year are Rs. 2225 crores as against Rs. 1755 crores and Rs. 1665 crores for the year ended 31st March,

2014 respectively. The Retail Loan portfolio as at 31st March, 2015 stood at Rs. 6593 crores as compared to Rs. 5299 crores as on 31st March, 2014.

During the year under review, your Company has made provision to the extent of Rs. 12.28 crores as against Rs. 24.76 crores provided for in the year 2013-14. The Company is also carrying an additional provision of Rs. 58.62 crores in books, beyond what is prescribed under the guidelines, as a prudential measure. Gross Non Performing Assets on retails loans as on 31st March,

2015 is 1.73% as against 1.57% for the previous year. Net non performing loans as on 31st March, 2015 is "NIL" as that of the previous year.

RESOURCE MOBILISATION:

Your Company takes every effort to tap the appropriate source of funding to minimize the weighted average cost of funds. Your Company has mobilized resources through the following sources:

A. Term Loans:

Your Company has borrowed fresh long term loans of Rs. 1404 Crores from banks during the year as compared to Rs. 1130 crores during the previous year. The aggregate of term loans outstanding at the end of the financial year stood at Rs. 4174 crores as against Rs. 3346 crores as at the end of the previous year.

B. Refinance from National Housing Bank (NHB):

With the continued support of National Housing Bank (NHB), your Company availed refinance amounting to Rs. 350 crores during the year under review as against Rs. 100 crores in the previous year. The refinance facility outstanding as on 31st March, 2015 is Rs. 860 crores as against Rs. 723 crores as at the end of the previous year.

C. Short term Loan and Commercial Paper:

During the year 2014-15, your Company has raised resources by issuing Commercial Paper and also resorted to short term borrowings from the banks and the outstanding amount as on 31st March, 2015 is Rs. 650 crores (Gross).

D. Non Convertible Debentures:

Your Company has outstanding balance of Rs. 115 Crores through issue of Non Convertible Debentures (NCD) on private placement as on 31st March, 2015.

CREDIT RATING

Your Company had received rating from CRISIL and ICRA for its various borrowing programmes as follows:

CRISIL Rating:

- For Commercial Paper/short term loan programmes ofRs. 800 crores as [CRISIL] "A1 " (Pronounced as CRISIL A1 plus).

- For Fund Based Long Term Loan Programme ofRs. 100 crores as [CRISIL] AA /Stable (Pronounced as CRISIL double A plus/Stable).

- For Non-Convertible Debentures Borrowing Programme ofRs. 550 crores [CRISIL] "AA /Stable" (Pronounced as CRISIL double A Plus/Stable).

ICRA Rating:

- For Commercial Paper/ short term loan programmes ofRs. 1000 crores as [ICRA] "A1 " (Pronounced as ICRA A1 plus). This rating is the highest credit quality rating assigned by ICRA for Short Term Debt Instruments.

- As per the Basel-ll requirements - For Fund Based Long Term Loan Programme ofRs. 5500 crores as [ICRA] AA (Pronounced as ICRA double A plus). This rating indicates the high credit quality rating assigned by ICRA to Long Term Debt Instruments.

- For Non Convertible Debentures Borrowing Programme of Rs. 550 crores [ICRA] "AA " (Pronounced as ICRA double A Plus). BRANCH EXPANSION

During the year under review, Your Company has opened its Branch Offices at Meerut (Uttar Pradesh), Boisar (Maharashtra), Ghaziabad (Uttar Pradesh), Margao (Goa), Dwarka (Delhi), Electronic City (Bengaluru), Garia (Kolkata) and Hadapsar (Maharashtra). The total number of Offices as on 31st March, 2015 is 56. Your Company is initiating brand building measures to generate general awareness and improve the image of the Company.

INSURANCE COVERAGE TO BORROWERS

Your Company had taken "Special Contingency Insurance" with The New India Assurance Company Ltd., which covers the borrowers of your Company as under:

- Personal Accident Insurance: Personal accident (death only) risk cover, free of cost to the borrowers up to an amount of outstanding loan at any particular point of time during the term/ tenure of the housing loan.

- Mortgaged Property Insurance: The property acquired out of loan, for and up to and extent of the outstanding loan amount, covered free of cost against fire, earthquake and allied perils affecting the mortgaged property.

Your Company has also tied up with ''Kotak Mahindra Old Mutual Life Insurance Limited'' for getting insurance cover on the life of the borrower to the extent of the "Outstanding Home Loan". The said "Group Life Cover" is optional and the Company arranges this insurance on request from the borrower. These schemes ensure protection to the families of the borrower in case of un- expected eventualities like untimely death of borrower due to accident or natural death.

CAPITAL ADEQUACY RATIO (CAR)

The Company has been maintaining the Capital Adequacy Ratio (CAR) above the minimum required level prescribed by National Housing Bank (NHB) from time to time. The CAR prescribed for the present is 12%.

The Capital Adequacy Ratio of the Company as at 31st March, 2015 is 15.36% as against 17.26% as at 31st March, 2014. DEPOSITS

Your Company has not accepted any fixed deposits and, as such, no amount of Principal or interest was outstanding as of Balance sheet date.

DEMATERIALISATION OF SHARES AND NOMINATION FACILITY AND LISTING AT STOCK EXCHANGES

As per the Securities & Exchange Board of India directives, the transactions of the Company''s shares must be compulsorily in dematerialised form. Your Company has signed an agreement with the Central Depository Services (India) Ltd. and National Securities Depository Ltd. for transaction of shares in dematerialised form. Shareholders holding shares in physical form are requested to convert their holdings into dematerialised form. Out of 5,38,51,066 equity shares, 5,32,61,704 equity shares are in dematerialised form, (5,32,36,863 shares as on 31st March, 2014) which is 98.91% (98.86% as on 31st March, 2014) of the total shares as on 31st March, 2015.

Shareholders holding shares in physical form may utilise the nomination facility available by sending the prescribed Form No.SH-13 duly filled, to our Registrar and Share Transfer Agent viz. M/s. Sharepro Services (India) Pvt. Ltd., Mumbai. Shareholders holding shares in dematerailised form has to send their "Nomination" request to the respective Depository Participants.

The equity shares of the Company continue to be listed on BSE Ltd., and The National Stock Exchange of India Ltd., The Annual Listing fees for the year 2014-15 have been paid to these Stock Exchange.

UNCLAIMED DIVIDEND TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND (IEPF)

In terms of the provisions of the Companies Act, 1956 (which are still applicable), the amount (dividends) that remained unclaimed and unpaid for more than 7 years from the date become first due for payment, shall be transferred to IEPF (Fund). In terms of the applicable statutory provisions of the Companies Act, 1956, no claim would lie against the Company or the said Fund after such transfer to IEPF.

The Company has been intimating the Shareholders to lodge their claim for payment due, if any, from time to time and such claims have been settled. In spite of constant and sincere efforts to pay the unclaimed dividend to the respective Shareholders, certain amount still remains unclaimed. The Company has been intimating the Shareholders to lodge their claim for dividend from time to time and such information is being mentioned in the Annual Reports every year.

Unclaimed dividend amounting to Rs. 6,91,170/- that has not been claimed by Shareholders for the financial year 2006-07 has been transferred to Investor Education and Protection Fund (IEPF) during the month of November, 2014 wherein no claim would lie against the Company or the said fund after the transfer.

The dividend pertaining to the financial year 2007-08 remaining unclaimed and unpaid amounting to Rs. 9,91,880/- as on 31st March, 2015, would be transferred to IEPF during August, 2015 after settlement of claims received up to the date of completion of 7 years from the date of declaration of the dividend. The Company has sent individual reminder letters to the respective shareholders during the month of June, 2015. Shareholders who have not claimed the said dividend may write to Registrars and Share Transfer agents.

Another unpaid amount of Rs. 55,673/- (Rs. 6,000/- pertaining to Right Issue in the year 2006 and Rs. 49,673/- pertaining to Fixed Deposit in the year 2000 to 2003) lying in the unpaid account of the Company since last previous years is to be transferred to Investors Educations and Protection Fund against which no claim shall lie against the Company after such transfer.

STATUTORY INFORMATION:

Particulars regarding conservation of energy, technology absorption and foreign exchange earnings and expenditure

Since the Company does not own any manufacturing facility, the particulars relating to conservation of energy and technology absorption stipulated in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, required to be furnished under Section 134(m) of the Companies Act, 2013 are not applicable.

The Company did not earn any income in foreign currency during the year under review and also not incurred any expenses in foreign currency.

None of the employees of your company were in receipt of remuneration in excess of the limits as laid down under Section 134 of the Companies Act, 2013 read with Companies (Particulars of Employees) Amendment Rules, 2011.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors hereby confirms that:

a. In the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b. We have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company as at the end of 31st March, 2015 and of the profit /Loss of the Company for the year ended on that date.

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

d. We have prepared the annual accounts on a going concern basis.

e. We have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively.

f. We have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS

M/s. CNK & ASSOCIATES LLP, Chartered Accountants, Mumbai were re-appointed as Statutory Auditors in the 24th Annual General Meeting of the Company for the period of Five Years from the conclusion of 24th Annual General Meeting up to the conclusion of 29th Annual General Meeting of the Company subject to ratification of their appointment at every Annual General Meeting.

The Company received the requisite confirmation from them to the effect that their re-appointment, if made, would be as per Section 139 & 141 of the Companies Act, 2013.

The Directors of your Company recommend for ratification of appointment of M/s. CNK & ASSOCIATES LLP, Chartered Accountants, Mumbai as Statutory Auditors of the Company from the ensuing Annual General Meeting till conclusion of 26th Annual General Meeting. Suitable resolution for re-appointment requiring approval of the shareholders forms part of the agenda of the Annual General Meeting.

DIRECTORS

Shri B. Chakrabarti (Chartered Accountant), Shri A. V. Muralidharan (Chartered Accountant and Company Secretary) and Shri M. K. Garg (Chartered Accountant) were appointed as Additional Director (s) of the Company w.e.f. 6th February, 2015 as per Section 161 of the Companies Act, 2013, if any and Article 111 of Articles of Association of the Company.

Your Company has received a notice in writing from a shareholder(s) as per Section 160 of the Companies Act, 2013, proposing the candidature of Shri B. Chakrabarti, Shri A. V. Muralidharan and Shri M. K. Garg for the Office of Director(s) of the Company at the ensuing Annual General Meeting, for their appointment as an Independent Director up to the conclusion of 27th Annual General Meeting of the Company."

None of the Directors of the Company are disqualified from being appointed as Directors as specified in Section 164 of the Companies Act, 2013. The Board of Directors recommends their appointment. Your Independent Directors meet all the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013.

Appointment of any new Director in the Company is done by the Board on the basis of recommendation of Nomination and Remuneration Committee. While selecting new Directors, Board shall ensure that there is appropriate balance of skills, experience and knowledge in the Board so as to enable the Board to discharge its functions and duties effectively.

STATEMENT FOR FORMAL ANNUAL EVALUATION MADE BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Our Company has prescribed required parameters to evaluate the performance of the Board and its Committees. It is always recognized that the Board comprises appropriately qualified and professional people with broad range of experience. While evaluating the performance of the individual Director, it is always seen the Knowledge to perform their role; time and level of participation; performance of duties and level of oversight; and professional conduct and independence etc.

The performance evaluation of the Directors was completed for the year. The performance evaluation of the Chairman and the Non Executive Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

RELATED PARTY TRANSACTION U/S 188 OF THE COMPANIES ACT, 2013

Your Company is having following related party transactions which are not material in nature but the same are entered at arm''s length basis with the prior approval of Audit Committee:

1) Premises taken on Lease from Promoter Insurance Companies for our Registered and Corporate Office and Branch Offices.

2) Insurance Cover taken from Promoter Group Companies.

3) Raisingoffinancialresources.

During the year, Company has also given the following Housing Loans to the Directors & their relatives which have been duly approved by Audit Committee:

Name Loan Amount Outstanding due as on 31st March, 2015

Shri Ashok K. Roy (Chairman) 22,49,659/- 21,60,421/-

Shri Aniket Milind Kharat 75,00,000/- 74,80,742/-

(Son of Shri Milind A. Kharat, CMD of United India Insurance Company Ltd. and Non Executive Director of the Company)

Form AOC 2 as required under the Companies Act, 2013 for related party transaction is annexed as Annexure A to the Directors'' Report which is having nil report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY U/S 135 OF THE COMPANIES ACT, 2013.

Our Company is having its CSR Policy which is available at the website of the Company. Company is having total available funds of Rs. 2.17 crores for spending towards CSR Activity. The approved Action Plan for financial year 2014-15 towards CSR Programmes was:

1. Contribution to the Prime Minister''s National Relief Fund;

2. Contribution to the "Swach Bharat Kosh" set up by the Central Govt.;

3. Contribution to the "Clean Ganga Fund" set up by the Central Govt.;

4. Education;

5. Sanitation

Accordingly, it was proposed to contribute 50% of available fund i.e. Rs. 1.08 Crores to the 3 funds as stated herein above and balance available funds will be utilized towards Education and Sanitation relating CSR Activities. Since being the first year of activity for the Company and the process of selecting agency/NGO is being finalised, the balance funds will be carried forward and will be utilized for the approved activity in the coming financial year.

VIGILANCE MECHANISM

As a conscious and vigilant organization, your Company has established proper vigilance mechanism for its Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy. The Company has framed Whistle Blower Policy and the same is uploaded at the website of the Company.

CORPORATE GOVERNANCE

The Auditors Certificate on Corporate Governance issued by the Statutory Auditors of the Company for the year under review, as required under the Companies Act, 2013 and in pursuance of Clause 49 of the Listing Agreement is annexed to the Report of the Directors on Corporate Governance.

Your Company has been complying with the principles of good Corporate Governance over the years. The Board of Directors supports the broad principles of Corporate Governance. In addition to the basic governance issues, the Board lays strong emphasis on transparency, accountability and integrity.

In terms of the provisions of Clause 49 of the Listing Agreement entered into with the Stock Exchange(s), the Management Discussion and Analysis Report forms part of this report.

HUMAN RESOURCES & INDUSTRIAL RELATIONS.

The Company aims to align HR practices with business goals, motivate people for higher performance and build a competitive working environment. Your Company has continuously been working to improve human resource competence and capabilities in the Company to deliver the desired results. Your Company has developed a comprehensive "in-house" induction training module

to make sure that new employees understand the basic focus of the Company in its all operations. Apart from fixed salaries and perquisites, we also have in place performance linked incentive scheme to all the employees which rewards the outstanding performing teams that achieve certain performance targets. In pursuance of the Company''s commitment to develop and retain the best available talent, the Company has been sponsoring the employees for training programmes conducted by National Housing Bank for upgrading the skill and knowledge of the employees in different operational areas. The work force strength of your Company as on 31st March, 2015 is 218.

EXTRACT OF ANNUAL RETURN AS PER SECTION 92 OF THE COMPANIES ACT, 2013

Annual Return in Form MGT 9 is enclosed as per Annexure B to the Directors'' Report.

SECRETARIAL AUDIT REPORT

Secretarial Audit Report is annexed as per Annexure C to the Directors'' Report.

ACKNOWLEDGEMENTS

The Directors thank the valued customers, shareholders for their goodwill, patronage and support.

The Directors acknowledge with gratitude the valuable and timely advice, guidance and support received from the Promoter(s) namely General Insurance Corporation of India (GIC Re), The New India Assurance Company Ltd., National Insurance Company Ltd., The Oriental Insurance Company Ltd. and United India Insurance Company Ltd.

The Directors also thank the National Housing Bank for their support and continued refinance assistance, Banks for their continued support through term loans. The Directors also thank the Security Exchange Board of India (SEBI); Stock Exchanges; Depositories; Ministry of Corporate Affairs; Credit Rating Agencies; Government(s) local/ statutory authorities; Registrar and Share Transfer Agent and the Auditors of the Company for their continued support.

The Directors place on record their deep appreciation of the valuable contribution of the members of the staff at all levels for the progress of the Company during the year and look forward to their continued cooperation in realization of the corporate goals in the years ahead.

Place : Mumbai Date : 6th May, 2015

For and on behalf of the Board of Directors Warendra Sinha Managing Director & CEO

Registered Office: Royal Insurance Building, 6th Floor, 14, Jamshedji Tata Road, Churchgate, Mumbai-400020

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Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting the 24th Annual Report of your Company and the Audited Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS (Rs. in Lacs) PARTICULARS March 31, 2014 March 31, 2013

Total Income 62492 55390 Less: Interest expenditure 41925 37323 Overheads 7036 6554 Depreciation & amortisation 205 209 Profit Before Tax 13326 11304 Provision for Tax 4450 3710 Deferred Tax Assets (879) (909) Profit After Tax 9755 8503 Profit Brought Forward 5 2 Profit Available for Appropriation 9760 8505

APPROPRIATIONS: General Reserve 3115 2805 Special Reserve under Section 36(1)(viii) of Income Tax Act, 1961 2860 2545 Proposed Equity Dividend 3231 2692 Tax on Proposed Dividend 549 458 Balance carried over to Balance Sheet 5 5

IMPORTANT FINANCIAL RATIOS

PARTICULARS March 31, 2014 March 31, 2013

Return on Net Worth (%) 17.77 17.09 Return on Total Assets (%) 1.77 1.79 Book Value Per Share (Rs.) 101.97 92.36 Earning Per Share (Rs.) 18.12 15.79 Debt Equity Ratio (times) 8.47 7.99 Average Cost of Funds (%) 9.72 9.86 Average Yield on Advances (%) 12.50 12.62 Net Interest Margin 2.78 2.76

DIVIDEND

Your Directors recommend payment of dividend for the year ended 31st March, 2014 of Rs. 6/- per equity share of Rs.10/- each, including one time Silver Jubilee dividend of Rs.1/- per equity shar. The total dividend outgo for the current year would amount to Rs. 37.80 crores including dividend distribution tax of Rs.5.49 crores, as against Rs.31.50 crores including dividend distribution tax of Rs.4 .58 crores in the previous year.

The dividend payout ratio for the current year, inclusive of additional tax on dividend will be 38.75%.

OPERATIONS - PERFORMANCE

Income, Profit, Loan Approvals and Disbursements: Total Income for the year under review is Rs.624.92 crores as against Rs.553.90 crores for the year 2012-13. Profit before tax for the year ended is Rs.133.26 crores and Profit after tax for the year ended is Rs.97.55 crores as against Rs.113.04 crores and Rs.85.03 crores respectively for the previous year.

The Company''s main thrust continues to be on Individual Loans. New loans approved during the year amounted to Rs. 1755 crores and loans disbursed during the year are Rs. 1665 crores as against Rs. 1424 crores and Rs. 1353 crores for the year ended 31st March, 2013 respectively. The Retail Loan portfolio as at 31st March, 2014 stood at Rs. 5299 crores, as compared to Rs. 4524 crores as on 31st March, 2013.

During the year under review, your Company has made provision to the extent of Rs. 24.76 crores as against Rs. 26.93 crores provided for in the year 2012-13. The Company is also carrying an additional provision of Rs. 58.62 crores in books, beyond what is prescribed under the guidelines, as a prudential measure. Gross Non Performing Assets on retail loans as on 31st March, 2014 is 1.57% as against 1.86% for the previous year. Net non performing loans as on 31st March, 2014 is "NIL" as that of the previous year.

RESOURCE MOBILISATION:

Your Company takes every effort to tap the appropriate source of funding to minimize the weighted average cost of funds. Your Company has mobilized resources through the following sources:

A. Term Loans:

Your Company has borrowed fresh long term loans of Rs. 1130 crores from banks during the year as compared to Rs. 254 crores during the previous year. The aggregate of term loans outstanding at the end of the financial year stood at Rs. 3346 crores as against Rs. 2640 crores as at the end of the previous year.

B. Refinance from National Housing Bank (NHB):

With the continued support of National Housing Bank (NHB), your Company availed refinance amounting to Rs. 100 crores during the year under review as against Rs.425 crores in the previous year. The refinance facility outstanding as on 31st March, 2014 is Rs. 723 crores as against Rs. 823 crores as at the end of the previous year.

C. Short term Loan and Commercial Paper:

During the year 2013-14, your Company has raised resources by issuing Commercial Paper and also resorted to short term borrowings from the banks and the outstanding amount as on 31st March, 2014 is Rs. 475 crores (Gross).

D. Non Convertible Debentures:

Your Company has outstanding balance of Rs. 115 crores through issue of Redeemable Non Convertible Debentures (NCDs) on Private Placement as on 31st March 2014.

CREDIT RATING

Your Company had received rating from CRISIL and ICRA for its various borrowing programmes as follows:

CRISIL Rating:

. For Commercial Paper/short term loan programmes of Rs. 800 crores as [CRISIL] "A1 " (Pronounced as CRISIL A1 plus).

. For Fund Based Long Term Loan Programme of Rs. 100 crores as [CRISIL] AA /Stable (Pronounced as CRISIL double A plus/ Stable).

. For Non-Convertible Debentures Borrowing Programme of Rs.550 crores [CRISIL] "AA /Stable" (Pronounced as CRISIL double A Plus/Stable).

ICRA Rating:

. For Commercial Paper/ short term loan programmes of Rs. 800 crores as [ICRA] "A1 " (Pronounced as ICRA A1 plus). This rating is the highest credit quality rating assigned by ICRA for Short Term Debt Instruments.

. As per the Basel-II requirements - For Fund Based Long Term Loan Programme of '' 4500 crores as [ICRA] AA (Stable) (Pronounced as ICRA double A plus). This rating indicates the high credit quality rating assigned by ICRA to Long Term Debt Instruments.

. For Non Convertible Debentures Borrowing Programme of Rs.550 crores [ICRA] "AA " (Stable) (Pronounced as ICRA double A Plus).

BRANCH EXPANSION

During the year under review your Company has opened its branches at Patna (Bihar), Ahmedabad (Gujarat), Yelahanka (Bangalore, Karnataka), Chandanagar (Hyderabad, Andhra Pradesh), Kalyan & Borivali (Maharashtra) and Dehradun (Uttarakhand). The total number of Offices as on 31st March, 2014 is 47. Your Company is initiating brand building measures to generate general awareness and improve the image of the Company.

INSURANCE COVERAGE TO BORROWERS

Your Company had taken "Special Contingency Insurance" with The New India Assurance Company Ltd., which covers the borrowers of your Company as under:

. Personal Accident Insurance: Personal accident (death only) risk cover, free of cost to the borrowers up to an amount of outstanding loan at any particular point of time during the term/ tenure of the housing loan.

. Mortgaged Property Insurance: The property acquired out of loan, for and up to and extent of the outstanding loan amount, covered free of cost against fire, earthquake and allied perils affecting the mortgaged property.

Your Company has also tied up with ''Kotak Mahindra Old Mutual Life Insurance Limited'' for getting insurance cover on the life of the borrower to the extent of the "Outstanding Home Loan". The said "Group Life Cover" is optional and the Company arranges this insurance on request from the borrower. These schemes ensure protection to the families of the borrower in case of un-expected eventualities like untimely death of borrower due to accident or natural death.

CAPITAL ADEQUACY RATIO (CAR)

The Company has been maintaining the Capital Adequacy Ratio (CAR) above the minimum required level prescribed by National Housing Bank (NHB) from time to time. The CAR prescribed for the present is 12%.

The Capital Adequacy Ratio of the Company as at 31st March, 2014 is 17.26% as against 14.04% as at 31st March, 2013.

DEPOSITS

Your Company has not accepted any fixed deposits and, as such, no amount of Principal or interest was outstanding as of Balance Sheet date.

DEMATERIALISATION OF SHARES AND NOMINATION FACILITY AND LISTING AT STOCK EXCHANGES

As per the Securities & Exchange Board of India directives, the transactions of the Company''s shares must be compulsorily in dematerialised form. Your Company has signed an agreement with the Central Depository Services (India) Limited and National Securities Depository Limited for transaction of shares in dematerialised form. Shareholders holding shares in physical form are requested to convert their holdings into dematerialised form. Out of 5,38,51,066 equity shares, 5,32,36,863 equity shares are in dematerialised form, (5,32,21,194 shares as on 31st March, 2013) which is 98.86% (98.83% as on 31st March, 2013) of the total shares as on 31st March, 2014.

Shareholders holding shares in physical form may utilise the nomination facility available by sending the prescribed Form No. SH-13 duly filled, to our Registrars and Share Transfer Agents viz. M/s Sharepro Services (India) Pvt. Ltd., Mumbai. Shareholders holding shares in dematerailised form has to send their "Nomination" request to the respective Depository Participants.

The equity shares of the Company continue to be listed on Bombay Stock Exchange Ltd., and The National Stock Exchange of India Ltd., The Annual Listing fees for the year 2014-15 have been paid to these Stock Exchange.

UNCLAIMED DIVIDEND TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND (IEPF)

In terms of Section 205C of the Companies Act, 1956, the amount (dividends) that remained unclaimed and unpaid for more than 7 years from the date become first due for payment, shall be transferred to IEPF (Fund). In terms of the applicable statutory provisions of the Companies Act, 1956, no claim would lie against the Company or the said Fund after such transfer to IEPF.

The Company has been intimating the shareholders to lodge their claim for payment due, if any, from time to time and such claims have been settled. In spite of constant and sincere efforts to pay the unclaimed dividend to the respective shareholders, certain amount still remains unclaimed. The Company has been intimating the shareholders to lodge their claim for dividend from time to time and such information is being mentioned in the Annual Report every year.

Unclaimed dividend amounting to Rs. 4,19,163/- that has not been claimed by shareholders for the financial year 2005-06 has been transferred to Investor Education and Protection Fund (IEPF) during the month of November, 2013, as per the provisions of the Companies Act, 1956. As per section 205(B) of the Companies Act, 1956, no claim would lie against the Company or the said fund after the transfer.

The dividend pertaining to the financial year 2006-07 remaining unclaimed and unpaid amounting to Rs. 7,19,136/- as on 31st March, 2014, would be transferred to IEPF during November, 2014 after settlement of claims received up to the date of completion of 7 years from the date of declaration of the dividend. The Company has sent individual reminder letters to the respective shareholders during the month of June, 2014.

Shareholders who have not claimed the said dividend may write to Registrars and Share Transfer Agent.

STATUTORY INFORMATION:

Particulars regarding conservation of energy, technology absorption and foreign exchange earnings and expenditure

Since the Company does not own any manufacturing facility, the particulars relating to conservation of energy and technology absorption stipulated in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, required to be furnished under section 217(1)(e) of the Companies Act, 1956 (Section 134(m) of the Companies Act, 2013) are not applicable.

The Company did not earn any income in foreign currency during the year under review. The Company has incurred an amount of Rs.55,501/- towards expenses in foreign currency.

None of the employees of your Company were in receipt of remuneration in excess of the limits as laid down under Section 217(2A) of the Companies Act, 1956 (Section 134 of Companies Act, 2013) read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors hereby confirms that:

a. In the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b. We have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company as at the end of 31st March, 2014 and of the Profit /Loss of the Company for the year ended on that date.

c. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. We have prepared the annual accounts on a going concern basis.

AUDITORS

M/s CNK & Associates, LLP, Chartered Accountants, Mumbai were re-appointed as Statutory Auditors in the twenty-third Annual General Meeting of the Company and their term is scheduled to end at the conclusion of the forthcoming Annual General Meeting and is eligible for re-appointment.

The Company received the requisite confirmation from them to the effect that their re-appointment, if made, would be as per Section 139 & 141 of the Companies Act, 2013.

The Directors of your Company recommend re-appointment of M/s CNK & Associates, LLP, Chartered Accountants, Mumbai as Statutory Auditors of the Company from the ensuing Annual General Meeting till conclusion of 29th Annual General Meeting. Suitable resolution for re-appointment requiring approval of the shareholders forms part of the agenda of the Annual General Meeting.

DIRECTORS

Shri A. R. Sekar, Director resigned from Directorship on 31st March, 2014, consequent to his superannuation from the services of The New India Assurance Company Ltd.

The Directors of your Company wish to place on record their appreciation for the services rendered and contribution made by Shri A. R. Sekar during his tenure as Director of the Company.

Mrs. Mona Mukund Bhide (Legal Practitioner), Shri V. Ramasamy (Ex-CMD of National Insurance Company Limited) and Shri Kamlesh Shivji Vikamsey (Chartered Accountant) were appointed as Additional Directors of the Company w.e.f. 17th September, 2013, pursuant to the provisions of Section 161 of the Companies Act, 2013 if any and Article 111 of Articles of Association of the Company.

Your Company has received a notice in writing from a shareholder(s) as per Section 160 of the Companies Act, 2013, proposing the candidature of Mrs. Mona Mukund Bhide, Shri V. Ramasamy and Shri Kamlesh Shivji Vikamsey, for the office of Director(s) of the Company at the ensuing Annual General Meeting, for their appointment as an Independent Director up to the conclusion of 28th Annual General Meeting of the Company."

None of the Directors of the Company are disqualified from being appointed as Directors as specified in Section 164 of Companies Act, 2013. The Board of Directors recommends their appointment. Your Independent Directors meet all the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013.

CORPORATE GOVERNANCE

The Certificate on Corporate Governance issued by the Statutory Auditors of the Company for the year under review, as required under the Companies Act, 1956 & Companies Act, 2013 and in pursuance of Clause 49 of the Listing Agreement is annexed to the Report of the Directors on Corporate Governance.

Your Company has been complying with the principles of good Corporate Governance over the years. The Board of Directors support the broad principles of Corporate Governance. In addition to the basic governance issues, the Board lays strong emphasis on transparency, accountability and integrity.

In terms of the provisions of Clause 49 of the Listing Agreement entered into with the Stock Exchange(s), the Management Discussion and Analysis Report forms part of this report.

HUMAN RESOURCES & INDUSTRIAL RELATIONS.

The Company aims to align HR practices with business goals, motivate people for higher performance and build a competitive working environment. Your Company has continuously been working to improve human resource competence and capabilities in the Company to deliver the desired results. Your Company has developed a comprehensive "in-house" induction training module to make sure that new employees understand the basic focus of the Company in its all operations. Apart from fixed salaries and perquisites, we also have in place performance linked incentive scheme to all the employees which rewards the outstanding performing teams that achieve certain performance targets. In pursuance of the Company''s commitment to develop and retain the best available talent, the Company had been sponsoring the employees for training programmes conducted by National Housing Bank for upgrading the skill and knowledge of the employees in different operational areas. The work force strength of Your Company as on 31st March, 2014 is 220.

ACKNOWLEDGEMENTS

The Directors thank the valued customers, shareholders for their goodwill, patronage and support.

The Directors acknowledge with gratitude the valuable and timely advice, guidance and support received from the Promoter(s) namely General Insurance Corporation of India (GIC Re), The New India Assurance Company Ltd., National Insurance Company Ltd., The Oriental Insurance Company Ltd. and United India Insurance Company Ltd.

The Directors also thank the National Housing Bank for their support and continued refinance assistance, Banks for their continued support through term loans. The Directors also thank the Security Exchange Board of India (SEBI); Stock Exchanges; Depositories; Ministry of Corporate Affairs; Credit Rating Agencies; Government(s) local/ statutory authorities; Registrars and Share Transfer Agent and the Auditors of the Company for their continued support.

The Directors place on record their deep appreciation of the valuable contribution of the members of the staff at all levels for the progress of the Company during the year and look forward to their continued cooperation in realization of the corporate goals in the years ahead.

Place: Mumbai Date: 7th May, 2014

Registered Office: For and on behalf of the Board of Directors Royal Insurance Building, 6th Floor, 14, Jamshedji Tata Road, Churchgate, Warendra Sinha Mumbai-400020 Managing Director & CEO

---

Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the 23rd Annual Report of your Company and the Audited Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

(Rs.in Lacs) PARTICULARS March 31, 2013 March 31, 2012 Growth (%)

Total Income 55390 43942 26

Less: Interest expenditure 37323 31125

Overheads 6554 4848

Depreciation & amortisation 209 83

Profi t Before Tax 11304 7886 43

Provision for Tax 3710 2610

Deferred Tax Assets (909) (628)

Profi t After Tax 8503 5904 44

Profi t brought forward 2 4

Profi t available for appropriation 8505 5908

APPROPRIATIONS:

General Reserve 2805 1270

Special Reserve under Section 36(1)(viii) of Income Tax Act, 1961 2545 1820

Proposed Equity Dividend 2692 2423

Tax on Proposed Dividend 458 393

Balance carried over to Balance Sheet 5 2

IMPORTANT FINANCIAL RATIOS

PARTICULARS March 31, 2013 March 31, 2012

Return on Net Worth (%) 17.09 13.05

Return on Total Assets (%) 1.79 1.38

Book Value per share (Rs.) 92.36 84.03

Earning per share (Rs.) 15.79 10.96

Debt Equity Ratio (times) 7.99 7.94

Average cost of funds (%) 9.86 9.32

Average yield on advances (%) 12.62 11.17

Net Interest Margin 2.76 1.85

DIVIDEND

Your Directors recommend payment of dividend for the year ended 31st March, 2013 of Rs.5/- per equity share of face value of Rs.10/- each. The total dividend outgo for the current year would amount to Rs.31.50 crores including dividend distribution tax of Rs.4.58 crores, as against Rs.28.16 crores including dividend distribution tax of Rs.3.93 crores in the previous year.

The dividend payout ratio for the current year, inclusive of additional tax on dividend will be 37.05%.

OPERATIONS - PERFORMANCE

Income, Profi t, Loan Approvals and Disbursements: Total income for the year under review is Rs.553.90 crores as against Rs.439.42 crores for the year 2011-12, registering a growth of 26% over the previous year. Profi t before tax for the year ended is

Rs.113.04 crores and Profi t after tax for the year ended is Rs.85.03 crores as against Rs.78.86 crores and Rs.59.04 crores respectively for the previous year.

The Company''s main thrust continues to be on individual loans. New loans approved during the year amounted to Rs.1424 crores and loans disbursed during the year are Rs.1353 crores as against Rs.1072 crores and Rs.992 crores for the year ended 31st March, 2012 respectively. The Retail Loan portfolio as at 31st March, 2013 stood at Rs.4524 crores, (refl ecting a growth rate of 17%) as compared to Rs.3864 crores as on 31st March, 2012.

Your Company has adhered to the prudential guidelines for Non Performing Assets (NPAs); issued by the National Housing Bank (NHB) under its Directions 2010, as amended from time to time.

During the year under review, your Company has made provision to the extent of Rs.26.93 Crores as against Rs.19.27 Crores provided for in the year 2011-12. The Company is also carrying an additional provision of Rs.55.87 crores in books, beyond what is prescribed under the guidelines, as a prudential measure. Gross Non Performing Assets on retails loans as on 31st March, 2013 is 1.86% as against 2.08% for the previous year. Net Non performing loans as on 31st March, 2013 is "NIL” as that of the previous year. During the course of inspection of accounts for the earlier year 2011-12, an observation had been made by National Housing Bank (NHB) in regard to the basis of classifi cation for the purpose of making appropriate provision for Non Performing Assets (NPA) for that year. The company has duly clarifi ed its position in that regard and the auditors have reiterated that as on the year ending 31st March, 2012, company has made adequate provision towards Non performing Assets, which are in compliance with the NHB Directions 2010.

RESOURCE MOBILISATION:

Your Company takes every effort to tap the appropriate source of funding to minimize the weighted average cost of funds. Your Company has mobilized resources through the following sources:

A. Term Loans:

Your Company has borrowed fresh long term loans of Rs.254 crores from banks during the year as compared to Rs.795 crores during the previous year. The aggregate of term loans outstanding at the end of the fi nancial year stood at Rs.2640 crores as against Rs.2708 crores as at the end of the previous year.

B. Refi nance from National Housing Bank (NHB):

With the continued support of National Housing Bank (NHB), your Company availed refi nance amounting to Rs.425 crores during the year under review as against Rs.265 crores in the previous year. The refi nance facility outstanding as on 31st March, 2013 is Rs.823 crores as against Rs.551 crores as at the end of the previous year.

C. Short term Loan and Commercial Paper:

During the year 2012-13, your Company has raised resources by issuing Commercial Paper and also resorted to short term borrowings from the banks and the outstanding amount as on 31st March, 2013 is Rs.400 crores (Gross).

D. Non Convertible Debentures:

During the year 2012-13, your Company has raised Rs.115 crores through issue of Non Convertible Debentures (NCD) on private placement.

CREDIT RATING

Your Company had received rating from ICRA for its various borrowing programmes as follows:

For Commercial Paper/short term loan programmes of Rs.800 crores as [ICRA] "A1 ” (Pronounced as ICRA A one plus). This rating is the highest credit quality rating assigned by ICRA for Short Term Debt Instruments.

As per the Basel-II requirements - For Fund Based Long Term Loan Programme of Rs.4500 crores as [ICRA] AA (Pronounced as ICRA double A plus). This rating indicates the high credit quality rating assigned by ICRA to Long Term Debt Instruments.

For Non Convertible Debentures Borrowing Programme of Rs.250 crores [ICRA] "AA ” (Pronounced as ICRA double A Plus).

BRANCH EXPANSION

During the year under review your Company has opened its branch at "Indore”, Madhya Pradesh. The total number of branches as on 31st March, 2013 is 33 and also your Company is having 9 out reach and collection centres spread across the country. Your Company is initiating brand building measures to generate general awareness and improve the image of the Company.

INSURANCE COVERAGE TO BORROWERS

Your Company had taken "Special Contingency Insurance” with The New India Assurance Company Ltd., which covers the borrowers of your Company as under:

Personal Accident Insurance: Personal accident (death only) risk cover, free of cost to the borrowers up to an amount of outstanding loan at any particular point of time during the term/ tenure of the housing loan.

Mortgaged Property Insurance: The property acquired out of loan, for and up to and extent of the outstanding loan amount, covered free of cost against fi re, earthquake and allied perils affecting the mortgaged property.

Your Company has also tied up with ''Kotak Mahindra Old Mutual Life Insurance Limited'' for getting insurance cover on the life of the borrower to the extent of the "Outstanding Home Loan”. The said "group Life cover is optional” and the Company arranges this insurance on request from the borrower. These schemes ensure protection to the families of the borrower in case of un-expected eventualities like untimely death of borrower due to accident or natural death.

COMPLIANCE WITH GUIDELINES OF NATIONAL HOUSING BANK (NHB) - REGULATORY GUIDELINES

Your Company has complied with the Guidelines and Directions issued by NHB on asset classifi cation of credit/ investments, Credit Rating, Fair Practices Code, Know Your Customer (KYC), Anti Money Laundering Guidelines, income recognition and provisioning for non performing loans.

CAPITAL ADEQUACY RATIO (CAR)

The Company has been maintaining the Capital Adequacy Ratio (CAR) above the minimum required level prescribed by National Housing Bank (NHB) from time to time. The CAR prescribed for the present is 12%.

The Capital Adequacy Ratio of the Company as at 31st March, 2013 is 14.04% as against 14.80% as at 31st March, 2012.

DEPOSITS

Your Company has not accepted or renewed any fresh deposits during the year within the meaning of Section 58(A) of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975. There are no unclaimed deposits as on 31st March, 2013.

DEMATERIALISATION OF SHARES AND NOMINATION FACILITY AND LISTING AT STOCK EXCHANGES

As per the Securities & Exchange Board of India directives, the transactions of the Company''s shares must be compulsorily in dematerialised form. Your Company has signed an agreement with the Central Depository Services (India) Limited and National Securities Depository Limited for transaction of shares in dematerialised form. Shareholders holding shares in physical form are requested to convert their holdings into dematerialised form. Out of 5,38,51,066 equity shares 5,32,21,194 are in dematerialised form, (5,31,91,065 shares as on 31st March, 2012) which is 98.83% (98.77% as on 31st March, 2012) of the total shares as on 31st March, 2013.

Shareholders holding shares in physical form may utilise the nomination facility available by sending the prescribed Form No.2B duly fi lled, to our Registrars and Share Transfer Agents viz. M/s. Sharepro Services (India) Private Limited, Mumbai. Shareholders holding shares in dematerailised form has to send their "nomination” request to the respective Depository Participants.

The Equity shares of the Company continue to be listed on Bombay Stock Exchange Ltd., and The National Stock Exchange of India Ltd., The Annual Listing fees for the year 2013-14 have been paid to these Stock Exchanges.

UNCLAIMED DIVIDEND TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND (IEPF)

In terms of Section 205C of the Companies Act, 1956, the amount (dividends) that remained unclaimed and unpaid for more than 7 years from the date become fi rst due for payment, shall be transferred to IEPF (Fund). In terms of the applicable statutory provisions of the Companies Act, 1956, no claim would lie against the Company or the said Fund after such transfer to IEPF.

The Company has been intimating the shareholders to lodge their claim for payment due, if any, from time to time and such claims have been settled. In spite of constant and sincere efforts to pay the unclaimed dividend to the respective shareholders, certain amount still remains unclaimed. The Company has been intimating the shareholders to lodge their claim for dividend from time to time and such information is being mentioned in the Annual Reports every year.

Unclaimed dividend amounting to Rs.5,72,766/- that has not been claimed by shareholders for the fi nancial year 2004-05 has been transferred to Investor Education and Protection Fund (IEPF) during the month of November, 2012, as per the provisions of the Companies Act, 1956. As per section 205(B) of the Companies Act, 1956, no claim would lie against the Company or the said fund after the transfer.

The dividend pertaining to the fi nancial year 2005-06 remaining unclaimed and unpaid amounting to Rs.4,31,258.50 as on 31st March, 2013, would be transferred to IEPF during November, 2013 after settlement of claims received up to the date of completion of 7 years from the date of declaration of the dividend. The Company has sent individual reminder letters to the respective shareholders during the month of July, 2013.

Shareholders who have not claimed the said dividend may write to Registrars and Share Transfer agents.

STATUTORY INFORMATION:

Particulars regarding conservation of energy, technology absorption and foreign exchange earnings and expenditure

Since the Company does not own any manufacturing facility, the particulars relating to conservation of energy and technology absorption stipulated in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, required to be furnished under section 217 (1) (e) of the Companies Act, 1956 are not applicable.

The Company did not earn any income in foreign currency during the year under review. The Company has incurred an amount of Rs.2,37,172/- towards expenses in foreign currency.

None of the employees of your company were in receipt of remuneration in excess of the limits as laid down under section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors hereby confi rms that:

a. In the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b. We have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company as at the end of 31st March, 2013 and of the profi t /Loss of the Company for the year ended on that date.

c. We have taken proper and suffi cient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. We have prepared the annual accounts on a going concern basis.

AUDITORS

M/s. Contractor, Nayak and Kishnadwala, Chartered Accountants [ICAI Firm Registration No.101961W], Mumbai were re-appointed as Statutory Auditors in the twenty-second Annual General Meeting of the Company and their term is scheduled to end at the conclusion of the forthcoming Annual General Meeting and is eligible for re-appointment.

The Company received the requisite confi rmation from them to the effect that their re-appointment, if made, would be within the limits of Section 224(1B) of the Companies Act, 1956.

The Directors of your Company recommend re-appointment of M/s. Contractor, Nayak & Kishnadwala Chartered Accountants, Mumbai as Statutory Auditors of the Company from the ensuing Annual General Meeting till conclusion of twenty-forth Annual General Meeting. Suitable resolution for re-appointment requiring approval of the shareholders forms part of the agenda of the Annual General Meeting. The said appointment attracts provisions of section 224 A of the Companies Act, 1956.

DIRECTORS

In accordance with the requirements of the Companies Act, 1956, and Article 125 of the Articles of Association of the Company, S/shri M. K. Tandon and Manu Chadha Directors, who were appointed as Directors in the Board in the year 1999 and 2002 respectively are due to retire by rotation at this Annual General Meeting and are not seeking re-election.

Dr. R. K. Kaul, Director resigned from Directorship on 31st May, 2012, consequent to his superannuation from the services of The Oriental Insurance Company Limited. IFCI Limited withdrew the nomination of Shri Shivendra Tomar, from the Board of the Company on 20th December, 2012. Shri M. Sivaraman, Ex-managing Director resigned from Directorship on 31st October, 2012, consequent to his superannuation from the services.

The Directors of your Company wish to place on record their appreciation for the services rendered and contribution made by Shri M. K. Tandon, Shri Manu Chadha, Dr. R. K. Kaul, Shri Shivendra Tomar and Shri M. Sivaraman during their tenure as Director(s) of the Company.

Dr. A. K. Saxena, Chairman Cum Managing Director, The Oriental Insurance Company Limited, was appointed as an Additional Director of the company w.e.f. 16th October, 2012 pursuant to the provisions of section 260 and other applicable provisions of the Companies Act, 1956, if any and Article 111 of Articles of Association of the Company. Shri Milind A. Kharat, Chairman cum Managing Director, United India Insurance Company Limited was appointed as an Additional Director of the company w.e.f. 8th January, 2013, pursuant to the provisions of section 260 and other applicable provisions of the Companies Act, 1956, if any and Article 111 of Articles of Association of the Company.

Shri Warendra Sinha was appointed as an Additional Director of the Company pursuant to the provisions of section 260 and other applicable provisions of the Companies Act, 1956, if any and Article 111 of Articles of Association of the Company. Shri Warendra Sinha, Pursuant to Article 116, 117, 118 of the Articles of Association of the Company and pursuant to provisions of sections 198, 269 and 309, Schedule XIII and all other applicable provisions, if any, of the Companies Act, 1956 and subject to any other approvals, as may be applicable was appointed as Managing Director of the Company for the period from 31st December, 2012 to 31st December, 2014.

Your Company has received a notice in writing from a shareholder(s), under Section 257 of the Companies Act, 1956 proposing the appointment of Dr. A. K. Saxena, Shri Milind A. Kharat and Shri Warendra Sinha as Director(s) of the Company at the ensuing Annual General Meeting.

None of the Directors of the Company are disqualifi ed from being appointed as Directors as specifi ed in Section 274 of the Companies Act, 1956. The Board of Directors recommends their appointment.

CORPORATE GOVERNANCE

The Auditors Certifi cate on Corporate Governance issued by the Statutory Auditors of the Company for the year under review, as required under the Companies Act, 1956 and in pursuance of Clause 49 of the Listing Agreement is annexed to the Report of the Directors on Corporate Governance.

Your Company has been complying with the principles of good Corporate Governance over the years.The Board of Directors supports the broad principles of Corporate Governance. In addition to the basic governance issues, the Board lays strong emphasis on transparency, accountability and integrity.

In terms of the provisions of Clause 49 of the listing agreement entered into with the Stock Exchange(s), the Management Discussion and Analysis Report forms part of this report.

HUMAN RESOURCES & INDUSTRIAL RELATIONS

The Company aims to align HR practices with business goals, motivate people for higher performance and build a competitive working environment. Your Company has continuously been working to improve human resource competence and capabilities in the Company to deliver the desired results. Your Company has developed a comprehensive "in-house” induction training module to make sure that new employees understand the basic focus of the Company in its all operations. Apart from fi xed salaries and perquisites, we also have in place performance linked incentive scheme to all the employees which rewards the outstanding performing teams that achieve certain performance targets. In pursuance of the Company''s commitment to develop and retain the best available talent, the Company had been sponsoring the employees for training programmes organized by reputed professional institutions and training programmes conducted by National Housing Bank for upgrading the skill and knowledge of the employees in different operational areas. Employees'' relations remained cordial and the work atmosphere remained congenial during the year under review. The work force strength of your Company as on 31st March, 2013 is 198.

ACKNOWLEDGEMENTS

The Directors thank the valued customers, shareholders for their goodwill, patronage and support.

The Directors acknowledge with gratitude the valuable and timely advice, guidance and support received from the Promoter(s) namely General Insurance Corporation of India (GIC Re), The New India Assurance Company Limited, National Insurance Company Limited, The Oriental Insurance Company Limited, United India Insurance Company Limited and IFCI Limited.

The Directors also thank the National Housing Bank for their support and continued refi nance assistance, Banks for their continued support through term loans. The Directors also thank the Security Exchange Board of India (SEBI); Stock Exchanges; Depositories; Ministry of Corporate Affairs; Credit Rating Agencies; Government(s) local / statutory authorities; Registrars and Share Transfer agents and the Auditors of the Company for their continued support.

The Directors place on record their deep appreciation of the valuable contribution of the members of the staff at all levels for the progress of the Company during the year and look forward to their continued cooperation in realization of the corporate goals in the years ahead.

Place: Mumbai

Date: 10th May, 2013

Registered Office For and on behalf of the Board of Directors

Universal Insurance Building, 3rd Floor, Sir P. M. Road,

Fort, Mumbai - 400001 Warendra Sinha

Managing Director

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Mar 31, 2012

To The members of GIC Housing Finance Ltd.,

The Directors have great pleasure in presenting the Twenty-Second Annual Report on the business and operations of your Company together with the Audited Statement of Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

(Rs. in Lacs)

PARTICULARS March 31, 2012 March 31,2011

Total Income 43942 33987

Less: Interest expenditure 31125 21483

Overheads 4848 2712

Depreciation & other amortisation 83 73

Profit Before Extraordinary Income 7886 9719

Profit on sale of Long Term Investment NIL 8848

Less: Additional Provision for Contingencies NIL 4000

Profit Before Tax 7886 14567

Provision for Tax 2610 4510

Deferred Tax Assets (628) (1319)

Profit After Tax- 5904 11376

Profit brought forward 4 5

Adjustment for short Income Tax provision NIL 1

Profit available for appropriation 5908 11381

APPROPRIATIONS:

General Reserve 1270 6115

Special Reserve under Section 36(1)(viii) of Income Tax Act, 1961 1820 1820

Proposed Equity Dividend 2423 2962

Tax on Proposed Dividend 393 480

Balance carried over to Balance Sheet 2 4

Note: During the year an amount of Rs.456 lacs has been transferred from General Reserve to Special Reserve in terms of Section 29C(1) of the National Housing Bank Act, 1987.

IMPORTANT FINANCIAL RATIOS:

PARTICULARS March 31, 2012 March 31, 2011

Return on Net Worth (%) 12.99 26.45

Return on Total Assets (%) 1.36 3.20

Book Value per share (Rs.) 84.43 79.87

Earning per share (Rs.) 10.96 21.13

Debt Equity Ratio (times) 7.91 7.18

Average cost of funds (%) 9.32 7.52

Average yield on advances (%) 11.17 10.11

DIVIDEND

Your Directors recommend payment of dividend for the year ended 31st March, 2012 of Rs.4.50 per equity share of face value of Rs.10 each. The total dividend outgo for the current year would amount to Rs.28.16 crores including dividend distribution tax of

Rs.3.93 crores, as against Rs.34.42 crores (inclusive of onetime special dividend of Rs.1 per share declared in view of profit on sale of investments amounting to Rs.88.48 crores during the previous year) including dividend distribution tax of Rs.4.80 crores in the previous year.

The dividend payout ratio for the current year, inclusive of additional tax on dividend will be 47.70%.

OPERATIONS - PERFORMANCE

Income, Profit, Loan Approvals and Disbursements: Total income for the year under review is Rs.439.42 crores as against Rs.339.87 crores for the year 2010-11, registering a growth of 29% over the previous year. Profit before tax for the year ended is Rs.78.86 crores and Profit after tax for the year ended is Rs.59.04 crores as against Rs.145.67 crores and Rs.113.76 crores respectively for the previous year. Your Company had profit on sale of long term investments amounting to Rs.88.48 crores in the previous year.

The Company's main thrust continues to be on individual loans. New loans approved during the year amounted to Rs.1073 crores and loans disbursed during the year are Rs.992 crores as against Rs.1069 crores and Rs.969 crores for the year ended 31st March, 2011 respectively. The Retail Loan portfolio as at 31st March, 2012 stood at Rs.3864 crores, (reflecting a growth rate of 13.45%) as compared to Rs.3406 crores as on 31st March, 2011.

Your Company has adhered to the prudential guidelines for Non Performing Assets (NPAs); issued by the National Housing Bank (NHB) under its Directions 2010, as amended from time to time. During the year, the National Housing Bank (NHB) has made upward revision in the provisioning requirements for doubtful assets up to 100%; increase in provisioning requirements in different slabs of default bucket ranging from 5% to 50% and also introduced for the first time provisioning requirement of 0.4% of the outstanding loan portfolio of standard housing loan assets and 1% on standard non housing loans. The impact on profitability is due to newly introduced provisioning requirements for "standard assets" and upward provisioning requirements for all categories of NPA assets. The additional provision charged during the year for the purpose of complying with the said newly introduced provision for "standard assets" and for NPA accounts are Rs.19.27 crores. National Housing Bank has also during the year mandated not to levy "foreclosure charges" on closure of home loans sanctioned under floating interest basis which your Company has complied with.

During the year under review, your Company has made provision to the extent of Rs.19.27 Crores as against Rs.38.73 Crores provided for in the year 2010-11. The Company is also carrying an additional provision of Rs.26.39 crores in books, beyond what is prescribed under the guidelines, as a prudential measure. The total cumulative provision towards individual housing loan portfolio inclusive of the additional provision of Rs.26.39 crores as on 31st March, 2012 is Rs.80.28 crores. Gross Non Performing Assets on retails loans as on 31s1 March, 2012 is 2.08% as against 2.78% for the previous year. Net Non-performing loans as on 31s' March, 2012 is "NIL" as against 0.41% for the previous year.

RESOURCE MOBILISATION:

Your Company takes every effort to tap the appropriate source of funding to minimize the weighted average cost of funds. During the year under review, due to prevailing inflationary pressures, Reserve Bank of India has increased the "Key rates" in the first quarter and continued with the same rates in the rest of the quarter for the purpose of controlling the inflation. Hence there is increase in average cost of funds during the year. Your Company has mobilized resources through the following sources:

A. Term Loans:

Your Company has borrowed fresh long term loans of Rs.795 crores from banks during the year as compared to Rs.620 crores during the previous year. The aggregate of term loans outstanding at the end of the financial year stood at Rs.2808 crores (including short term loans amounting to Rs.100 crores) as against Rs.2677 crores as at the end of the previous year (including short term loans amounting to Rs.300 crores).

B. Refinance from National Housing Bank:

With the continued support of National Housing Bank (NHB), Your Company availed refinance amounting to Rs.265 crores during the year under review as against Rs.210 crores in the previous year. The refinance facility outstanding as on 31st March, 2012 is Rs.551 crores as against Rs.410 crores as at the end of the previous year.

C. Commercial Paper:

During the year 2011-12, your Company has raised resources by issuing Commercial Paper to the extent of Rs.675 crores. The outstanding Commercial Paper as on 31st March, 2012 is Rs.245 crores (Gross).

CREDIT RATING

Your Company had received rating from ICRA for its various borrowing programmes as follows:

- For Commercial Paper Programme of Rs.800 crores as [ICRA] "A1 " (Pronounced as ICRA A one plus). This rating is the highest credit quality rating assigned by ICRA for Short Term Debt Instruments.

- For Fund Based Short Term Loan Programme of Rs.800 crores as [ICRA] "A1 " (Pronounced as ICRA A one plus). This rating is the highest credit quality rating assigned by ICRA for Short Term Debt Instruments.

- As per the Basel-ll requirements - For Fund Based Long Term Loan Programme of Rs.3500 crores as [ICRA] AA (Pronounced as ICRA double A plus). This rating indicates the high credit quality rating assigned by ICRA to Long Term Debt Instruments.

BRANCH EXPANSION:

During the year under review your Company has opened its branch at "Nere Panvel". The total number of branches as on 31st March, 2012 stood at 31.

INSURANCE COVERAGE TO BORROWERS:

Your Company had taken "Special Contingency Insurance" with The New India Assurance Company Ltd., which covers the borrowers of your Company as under:

- Personal Accident Insurance: Personal accident (death only) risk cover, free of cost to the borrowers up to an amount of outstanding loan at any particular point of time during the term/ tenure of the housing loan.

- Mortgaged Property Insurance: The property.acquired out of loan, for and up to and extent of the outstanding loan amount, covered free of cost against fire, earthquake and allied perils affecting the mortgaged property.

Your Company has also tied up with 'Kotak Mahindra Old Mutual Life Insurance Limited' for getting insurance cover on the life of the borrower to the extent of the "Outstanding Home Loan". The said "group Life cover is optional" and the Company arranges this insurance on request from the borrower. These schemes ensure protection to the families of the borrower in case of un- expected eventualities like untimely death of borrower due to accident or natural death.

COMPLIANCE WITH GUIDELINES OF NATIONAL HOUSING BANK (NHB) - REGULATORY GUIDELINES

Your Company has complied with the Guidelines and Directions issued by NHB on asset classification of credit/ investments, credit rating, Fair Practices Code, Know Your Customer (KYC), Anti Money Laundering Guidelines, income recognition and provisioning for non-performing loans.

During the year under review, the National Housing Bank (NHB) has revised upward the provisioning requirements for Non Performing Assets vide its circular No NHB (ND)/DRS/1241 dated 8th September, 2011 as under:

Default in Interest/Principal Old Rule Provision (%) New Rule Provision (%)

3 to 15 months 10 15

16 to 27 months 20 25

28 to 51 months 30 40

52 and above 50 100

Loss Assets 100 100

In addition to the above, National Housing Bank also introduced Provision on Standard Assets at 0.4% in respect of Individual Housing Loans.

CAPITAL ADEQUACY RATIO (CAR)

The Company has been maintaining the Capital Adequacy Ratio (CAR) above the minimum required level prescribed by National Housing Bank (NHB) from time to time. The CAR prescribed for the present is 12%.

The Capital Adequacy Ratio of the Company as at 31st March, 2012 is 14.80% as against 15.42% as at 31st March, 2011.

DEPOSITS

Your Company has not accepted or renewed any fresh deposits during the year within the meaning of Section 58(A) of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975. There are no unclaimed deposits as on 31st March, 2012.

DEMATERIALISATION OF SHARES AND NOMINATION FACILITY AND LISTING AT STOCK EXCHANGES

As per the Securities & Exchange Board of India directives, the transactions of the Company's shares must be compulsorily in dematerialised form. Your Company has signed an agreement with the Central Depository Services (India) Limited and National Securities Depository Limited for transaction of shares in dematerialised form. Shareholders holding shares in physical form are requested to convert their holdings into dematerialised form. Out of 5,38,51,066 equity shares 5,31,91,065 are in dematerialised form, ( 5,31,52,348 shares as on 31st March, 2011) which is 98.77% (98.70% as on 31st March, 2011) of the total shares as on 31st March, 2012.

Shareholders holding shares in physical form may utilise the nomination facility available by sending the prescribed Form No.2B duly filled, to our Registrars and Share Transfer Agents viz. M/s. Sharepro Services (India) Private Limited, Mumbai. Shareholders holding shares in dematerailised form has to send their "nomination" request to the respective Depository Participants.

The Equity shares of the Company continue to be listed on Bombay Stock Exchange Ltd., and The National Stock Exchange of India Ltd., The Annual Listing fees for the year 2012-13 have been paid to these Stock Exchanges.

UNCLAIMED DIVIDEND TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND (IEPF)

In terms of Section 205C of the Companies Act, 1956, the amount (dividends) that remained unclaimed and unpaid for more than 7 years from the date become first due for payment,' shall be transferred to IEPF (Fund). In terms of the applicable statutory provisions of the Companies Act, 1956, no claim would lie against the Company or the said Fund after such transfer to IEPF

The Company has been intimating the shareholders to lodge their claim for payment due, if any, from time to time and such claims have been settled. In spite of constant and sincere efforts to pay the unclaimed dividend to the respective shareholders, certain amount still remains unclaimed. The Company has been intimating the shareholders to lodge their claim for dividend from time to time and such information is being mentioned in the Annual Reports every year.

Unclaimed dividend amounting to Rs.5,47,812/- that has not been claimed by shareholders for the financial year 2003-04 has been transferred to Investor Education and Protection Fund (IEPF) during the month of November, 2011, as per the provisions of the Companies Act, 1956. As per section 205(B) of the Companies Act, 1956, no claim would lie against the Company or the said fund after the transfer.

The dividend pertaining to the financial year 2004-05 remaining unclaimed and unpaid amounting to Rs.5,92,690/- as on 31st March, 2012, would be transferred to IEPF during November, 2012 after settlement of claims received up to the date of completion of 7 years from the date of declaration of the dividend. The Company has sent individual reminder letters to the respective shareholders during the month of May, 2012.

Shareholders who have not claimed the said dividend may write to Registrars and Share Transfer agents.

STATUTORY INFORMATION:

Particulars regarding conservation of energy, technology absorption and foreign exchange earnings and expenditure

Since the Company does not own any manufacturing facility, the particulars relating to conservation of energy and technology absorption stipulated in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, required to be furnished under section 217 (1) (e) of the Companies Act, 1956 are not applicable.

The Company did not earn any income in foreign currency during the year under review. The Company has incurred an amount of Rs.2,69,238/- towards expenses in foreign currency.

None of the employees of your company were in receipt of remuneration in excess of the limits as laid down under section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of sub-section (2AA) of Section 217 of the Companies Act, 1956, and based on the information provided by the Management, Board of Directors report that:

a. In the preparation of Annual Accounts, the applicable accounting standards have been followed together with proper explanation;

b. The Accounting Policies selected were applied consistently. Reasonable and prudent judgements and estimates were made so as to give a true and fair view of the state of affairs of the Company as at the end of 31st March, 2012 and of the profit of the Company for the year ended on that date;

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. The annual accounts have been prepared on a going concern basis.

AUDITORS

M/s. Contractor, Nayak and Kishnadwala, Chartered Accountants, Mumbai (ICAI Firm Registration No. 101961W) were appointed as Statutory Auditors in the twenty-first Annual General Meeting of the Company and their term is scheduled to end at the conclusion of the forthcoming Annual General Meeting and is eligible for re-appointment.

The Company received the requisite confirmation from them to the effect that their re-appointment, if made, would be within the limits of Section 224(1 B) of the Companies Act, 1956.

The Directors of your Company recommend re-appointment of M/s. Contractor, Nayak & Kishnadwala Chartered Accountants, Mumbai as Statutory Auditors of the Company from the ensuing Annual General Meeting till conclusion of twenty-third Annual General Meeting. Suitable resolution for re-appointment requiring approval of the shareholders forms part of the agenda of the Annual General Meeting. The said appointment attracts provisions of section 224 A of the Companies Act, 1956.

DIRECTORS

In accordance with the requirements of the Companies Act, 1956, and Article 125 of the Articles of Association of the Company, Shri. G. Srinivasan and Shri. N.S.R. Chandraprasad, Directors are liable to retire by rotation and are eligible for re-appointment. Shri. GSrinivasan and Shri. N.S.R. Chandraprasad offer themselves for re-appointment. The Board of Directors recommends their re-appointment.

Shri.Yogesh Lohiya, Chairman of the Board resigned from Directorship on 1st January, 2012, consequent to his superannuation from the services of General Insurance Corporation of India (GIC Re). Shri. M. Ramadoss, resigned from Directorship on 29th March, 2012. Shri. Ashok Kumar Roy was appointed as Chairman of the Board consequent to his elevation to the position of Chairman Cum Managing Director of General Insurance Corporation of India.

The Directors of your Company wish to place on record their appreciation for the services rendered and contribution made by Shri. Yogesh Lohiya and Shri M. Ramadoss during their tenure as Director(s) of the Company.

Shri. A. R. Sekar, Officiating Chairman Cum Managing Director, The New India Assurance Company Ltd., was appointed as an Additional Director of the company w.e.f. 29th March, 2012 pursuant to the provisions of section 260 and other applicable provisions of the Companies Act, 1956, if any and Article 111 of Articles of Association of the Company. Shri. N. Mohan, General Manager, General Insurance Corporation of India (GIC Re) was appointed as an Additional Director of the company w.e.f. 30th April, 2012, pursuant to the provisions of section 260 and other applicable provisions of the Companies Act, 1956, if any and Article 111 of Articles of Association of the Company.

Your Company has received a notice in writing from a shareholder(s), under section 257 of the Companies Act, 1956 proposing the appointment of Shri. A. R. Sekar and Shri. N. Mohan as Director(s) of the Company at the ensuing Annual General Meeting.

None of the Directors of the Company are disqualified from being appointed as Directors as specified in Section 274 of the Companies Act, 1956. The Board of Directors recommends their appointment.

CORPORATE GOVERNANCE

The Auditors Certificate on Corporate Governance issued by the Statutory Auditors of the Company for the year under review, as required under the Companies Act, 1956 and in pursuance of Clause 49 of the Listing Agreement is annexed to the Report of the Directors on Corporate Governance.

Your Company has been complying with the principles of good Corporate Governance over the years. The Board of Directors supports the broad principles of Corporate Governance. In addition to the basic governance issues, the Board lays strong emphasis on transparency, accountability and integrity.

In terms of the provisions of Clause 49 of the listing agreement entered into with the Stock Exchange(s), the Management Discussion and Analysis Report forms part of this report.

HUMAN RESOURCES & INDUSTRIAL RELATIONS.

Your Company has continuously been working to improve human resources competencies and capabilities in the Company to deliver the desired results. Your Company has developed a comprehensive "in-house" induction training module to make sure that new employees understand the basic aspect of the Company in its all operations. In pursuance of the Company's commitment to develop and retain the best available talent, the Company had been sponsoring the employees for training programmes organized by reputed professional institutions and training programmes conducted by National Housing Bank for upgrading the skill and knowledge of the employees in different operational areas. The Company continues to focus on various initiatives in training and developing employees across levels to improve productivity, service quality, personal effectiveness and supervisory quality. Employees' relations remained cordial and the work atmosphere remained congenial during the year under review. The work force strength of Your Company as on 31st March, 2012 is 195.

OUTLOOK FOR THE YEAR 2012-13.

Gross Domestic Product (GDP) growth likely to be 6.9% for 2011-12. Going forward into 2012-13, assuming a normal monsoon, agricultural growth could stay close to the trend level, the overall domestic growth outlook for 2012-13 looks a little better than in 2011-12 and the baseline GDP growth for 2012-13 is projected at 7.3% by Reserve Bank of India. (Source: Reserve Bank of India Monetary Policy Statement 2012-13/April 17, 2012.),The projected growth for the 2012-13 is reasonably at a good level for the emerging economies like us.

Housing is a basic need that provides a place "home" to the individual and is a valuable asset which can enable him to access credit from the financial market. India is witnessing increasing levels of urban population. India's urban population is expected to increase from 400 million in 2011 to about 600 million or more by 2030 (Source: Issues for approach to 12th Five year Plan - Planning Commission). Nearly 30% of the country's population lives in cities and urban areas. Within the urban population, there is a rapidly growing informal sector whose ability to borrow from the formal sector is not adequately recognized. Mortgage penetration levels mortgage loans as a percentage of Gross Domestic Product (GDP) which is around 7.25% of India's GDP only compared with China (12 per cent), Thailand (17 per cent) and Malaysia (29 per cent) (Source: Report on trend and progress of Housing in India 2011 by National Housing Bank). Hence there is lot of scope for Housing Finance industry to penetrate and grow. An effective housing finance system improves affordability through institutional and product innovation. Availability of long term housing loans enables the individuals a greater flexibility in allocating their savings and other sources across their different needs.

Government of India in its Budget for the year 2012-13 extended the scheme of interest subvention of 1% on housing loans up to Rs.15,00,000 where the cost of the house does not exceed Rs. 25,00,000 for period of one more year is a welcome measure; which gives relief to the home loan borrowers of eligible category. In the said Budget to address the shortage of housing for low income groups, proposal is also announced for allowing "External Commercial Borrowings" for low cost housing projects.

In the first month of the current quarter of the financial year 2012-13, we have witnessed a positive trigger for growth; Reserve Bank of India announcing 50 basis points reduction in "repo rate". Majority of the Banks have announced reduction in their "Base Lending Rate" which will give your Company a marginal relief in cost of borrowing. The inflationary pressures, which started moderating from March, 2012 are again showing upward trend, especially in food prices, is a worrying factor. However, with the forecast of "normal monsoon" for the current year, which will boost the prospects of farm production, we expect the inflationary pressures to come down earliest and with interest rates moderating, your Company is expecting to maintain the momentum in loan disbursements in the financial year 2012-13.

ACKNOWLEDGEMENTS

Your Board place on record their sincere appreciation for the cooperation and support received from the Promoter(s) namely, General Insurance Corporation of India, The New India Assurance Company Ltd., National Insurance Company Ltd., The Oriental Insurance Company Ltd., United India Insurance Company Ltd. and IFCI Ltd.

Your Board acknowledges and appreciates the guidance and co-operation extended by various regulatory authorities including National Housing Bank (NHB), SEBI, Stock Exchanges and Depositories.

Your Board wishes to place on record their thanks to National Housing Bank for their continued refinance assistance and also to all the banks for their continued support through term loans.

Your Board wishes to place on record their sincere appreciation for the cooperation and support received from shareholders and customers.

Your Board thanks the Registrars and Share Transfer Agents of the Company, Credit Rating Agencies, Government(s), local/ statutory authorities and all others for their whole hearted support.

Your Board would like to thank all the employees of the Company whose efforts made the Company to reach greater heights and wish them all the best for achieving even greater heights in the future.

For and on behalf of the Board of Directors

Place: Mumbai M. Sivaraman

Date: 29th May, 2012. Managing Director

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Mar 31, 2011

The Directors are pleased to present the Twenty-first Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS (Rs. In Lakhs)

PARTICULARS 31st March, 2011 31st March, 2010

Total Income 33,987 31,111

Less: Interest expenditure 21,483 18,862

Overheads 2,712 2,999

Depreciation & other amortisation 73 62

Profit Before Extraordinary Income 9,719 9,188

Profit on sale of Long Term Investment 8,848 Nil

Less : Additional Provision for Contingencies 4,000 Nil

Profit Before Tax 14,567 9,188

Provision for Tax 4,510 2,825

Deferred Taxation (1319) (346)

Profit after Tax 11,376 6,709

Profit brought forward 5 21

Adjustment for short income tax provision 1 1

Profit available for appropriation 11,382 6,731

APPROPRIATIONS:

General Reserve 6,115 2,000

Special Reserve under Section 36(l)(viii) of Income 1,820 1,900

Tax Act, 1961

Proposed Equity Dividend 2,962 2,423

Tax on Proposed Dividend 480 403

Balance carried over to Balance Sheet 5 5

IMPORTANT FINANCIAL RATIOS:

PARTICULARS 31st March, 2011 31st March, 2010

Return on Net Worth (%) 26.45 18.44

Return on Total Assets (%) 3.20 2.23

Book Value per share (Rs.) 79.87 67.58

Earning per share (Rs.) 21.13 12.46

Debt Equity Ratio 7.18 7.22

Average cost of funds 7.52 7.39

Average yield on advances 10.11 10.17

DIVIDEND

Considering the good performance during the year 2010-11 and fund requirement in the near future, Your Directors are pleased to recommend a dividend of 55% i.e. Rs.5.50 per equity share, inclusive of one time special dividend of Rs.1.00 per

equity share (i.e. 10%) in view of profit on sale of investments as against 45% for the previous year. The total dividend outgo for the current year would amount to Rs.34.42 crores including dividend distribution tax of Rs.4.80 cores, as against Rs.28.26 crores including dividend distribution tax of Rs.4.03 crores in the previous year.

PERFORMANCE

Income and Profit: Total income for the year under review is Rs.428.35 crores as against Rs.311.11 crores for the year 2009-10. During the year Your Company had investment income by way of "Profit on sale of Long term investment" amounting to Rs.88.48 crores, being sale of Your Companys holding in LIC Asset Management Company Ltd. and LIC Asset Management Trustee Company Ltd.

The Companys main thrust continues on individual loans. New loans approved during the year amounted to Rs.1069 crores and loans disbursed during the year are Rs.969 crores as against Rs.777 crores and Rs.673 crores for the year ended 31st March, 2010 respectively. The Retail Loan portfolio as at 31st March, 2011 stood at Rs.3406 crores, (reflecting a growth rate of 17%) as compared to Rs.2920 crores on 31st March, 2010.

Your Company scrupulously adhered to the prudential guidelines for Non Performing Assets (NPAs); issued by the National Housing Bank (NHB) under its Directions of 2001, as amended from time to time. During the year under review your Company has made provision to the extent of Rs.38.73 Crores as against Rs.10.38 Crores provided for in the year 2009-10, including provision of Rs.21.03 crores required for Housing Loans under differential rate of interest. The Company is also carrying an additional provision of Rs.41.63 crores in books, beyond what is prescribed under the guidelines, as a prudential measure. The total cumulative provision towards individual housing loan portfolio as on 31st March, 2011 is Rs.80.84 crores. Net Non-performing loans as on 31st March, 2011 amounted to Rs.13.96 crores (0.41%) as against Rs.42.89 Crores on 31st March, 2010. The Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 has proved to be a very useful tool and the Company has been successful in initiating recovery action under the Act in case of willful defaulters.

RESOURCE MOBILISATION :

Your Company constantly monitors its resource base and taps the appropriate source in its every endeavor to minimize the weighted average cost of funds. During the year under review, Your Company has mobilized resources through the following sources:

A. Term Loans:

Your Company has borrowed fresh long term loans of Rs.830 crores from banks during the year as compared to Rs.528 crores during the previous year. The aggregate of term loans outstanding at the end of the financial year stood at Rs.2,677 crores (including short term loans amounting to Rs.300 crores) as against Rs.2,344 crores as at the end of the previous year (including short term loans amounting to Rs.400 crores).

B. Refinance from National Housing Bank:

With the continued support of National Housing Bank (NHB), Your Company availed refinance amounting to Rs.210 crores during the year under review as against Rs.75 crores in the previous year. The refinance facility outstanding as on 31st March, 2011 is Rs.410 Crores as against Rs.283 crores as at the end of the previous year.

C. Commerical Paper:

During the year 2010-11, your Company has issued Commercial Paper to the extent of Rs. 500 crores and placed them with the investors at the most Competitive rates of interest. The outstanding Commercial Paper as on 31st March, 2011 is "Nil".

CREDIT RATING

Your Company had received rating from ICRA for its various borrowing programmes as follows:

- For Commercial Paper Programme of Rs.800 crores as "A1+" (Pronounced as A one plus). This rating is the highest credit quality rating assigned by ICRA for Short Term Debt Instruments.

- For Fund Based Short Term Loan Programme of Rs.800 crores as "A1+" (Pronounced as A one plus). This rating is the highest credit quality rating assigned by ICRA for Short Term Debt Instruments.

- As per the Basel-II requirements - For Fund Based Long Term Loan Programme of Rs.3000 crores as "LAA+" (Pronounced as L Double A plus). This rating indicates the high credit quality rating assigned by ICRA to Long Term Debt Instruments.

BRANCH EXPANSION:

During the year under review your Company has opened its branches in tier II/III cities namely Durgapur in West Bengal, Jodhpur in Rajasthan and Kolhapur in Maharashtra. The total number of branches as on 31st March, 2011 stood at 30.

INSURANCE COVERAGE TO BORROWERS:

Your Company had taken "Special Contingency Insurance" with The New India Assurance Company Ltd., which covers the borrowers of your Company as under:

- Accidental Insurance: Personal accident (death only) risk cover, free of cost to the borrowers up to an amount of outstanding loan at any particular point of time during the term/ tenure of the housing loan.

- Mortgaged Property Insurance: The property acquired out of loan, for and up to and extent of the outstanding loan amount, covered free of cost against fire, earthquake and allied perils affecting the mortgaged property.

Your Company has also tied up with Kotak Mahindra Old Mutual Life Insurance Limited for getting insurance cover on the life of the borrower to the extent of the "Outstanding Home Loan". The said "group Life cover is optional" and the applicable premium are given as loan. These schemes ensure protection to the families of the borrower in case of un-expected eventualities like untimely death of borrower due to accident or natural death.

COMPLIANCE WITH GUIDELINES OF NATIONAL HOUSING BANK (NHB)-REGULATORY GUIDELINES

Your Company has complied with the Guidelines and Directions issued by NHB on asset classification of credit/ investments, credit rating, Fair Practices Code, Know Your Customer (KYC), Anti Money Laundering Guidelines, income recognition and provisioning for non-performing loans.

CAPITAL ADEQUACY

The Company has been maintaining the Capital Adequacy Ratio (CAR) above the minimum required level prescribed by National Housing Bank (NHB) from time to time. The rate prescribed for the present is 12%. During the year under review, the Risk weight on housing loans was changed as follows:

- Housing loans sanctioned to individuals above Rs.30 lacs but below Rs.75 lacs secured by mortgage of immoveable property which are classified as standard assets with LTV ratio is = < or 75% - Risk weight assigned is 75% as against previous risk weight of 50%.

- Housing loans sanctioned to individuals above Rs.30 lacs but below Rs.75 lacs secured by mortgage of immoveable property which are classified as standard assets with LTV ratio is = < or 75% - Risk weight assigned is 100% as against previous risk weight of 75%.

- Housing loans of Rs.75 lacs and above sanctioned to individuals irrespective of LTV ratio, secured by mortgage of immoveable property, which are classified as standard assets - Risk weight assigned is 125% as against previous risk weight of 100%.

- Loans given for the purpose of insurance of the property/borrower in case of individual housing loans - Risk weight assigned - same as applicable to respective housing loan as against previous risk weight of "nil" %.

The Capital Adequacy Ratio of the Company as at 31st March, 2011 was 15.42% as against 18.03% as at 31st March, 2010.

DEPOSITS

Your Company has not accepted or renewed any fresh deposits during the year within the meaning of Section 58(A) of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975. There are no unclaimed deposits as on 31st March, 2011.

DEMATERIALISATION OF SHARES AND NOMINATION FACILITY AND LISTING AT STOCK EXCHANGES

As per the Securities & Exchange Board of India directives, the transactions of the Companys shares must be compulsorily in dematerialised form. Your Company has signed an agreement with the Central Depository Services (India) Limited and National Securities Depository Limited for transaction of shares in dematerialised form. Shareholders holding shares in physical form are requested to convert their holdings into dematerialised form. Out of 5,38,51,066 equity shares 5,31,52,348 are in dematerialised form, which is 98.70% (98.63% as on 31st March, 2010) of the total shares as on 31st March, 2011.

Shareholders may utilise the nomination facility available by sending the prescribed Form No.2B duly filled, to our Registrars and Share Transfer Agents viz. M/s. Sharepro Services (India) Private Limited, Mumbai.

The Equity shares of the Company continue to be listed on Bombay Stock Exchange Ltd., and The National Stock Exchange of India Ltd. The Annual Listing fees for the year 2011-12 have been paid to these Stock Exchanges.

UNCLAIMED DIVIDEND TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND (IEPF)

In terms of Section 205C of the Companies Act, 1956, the amount (dividends) that remained unclaimed and unpaid for more than 7 years from the date become first due for payment, shall be transferred to IEPF (Fund). In terms of the applicable statutory provisions of the Companies Act, 1956, no claim would lie against the Company or the said Fund after such transfer to IEPF.

The Company has been intimating the shareholders to lodge their claim for payment due, if any, from time to time and such claims have been settled. In spite of constant and sincere efforts to pay the unclaimed dividend to the respective shareholders, certain amount still remains unclaimed. The Company has been intimating the shareholders to lodge their claim for dividend from time to time and such information is being mentioned in the Annual Reports every year.

Unclaimed dividend amounting to Rs.4,76,854/- that has not been claimed by shareholders for the financial year 2002-03 has been transferred to Investor Education and Protection Fund (IEPF) during the month of November, 2010, as per the provisions of the Companies Act, 1956. As per section 205(B) of the Companies Act, 1956, no claim would lie against the Company or the said fund after the transfer.

The dividend pertaining to the financial year 2003-04 remaining unclaimed and unpaid amounting to Rs.5,63,937/- as on 31st March, 2011, would be transferred to IEPF during October, 2011 after settlement of claims received up to the date of completion of 7 years from the date of declaration of the dividend. The Company has sent individual reminder letters to the respective shareholders during the month of May, 2011.

Shareholders who have not claimed the said dividend may write to Registrars and Share Transfer agents.

STATUTORY INFORMATION:

Particulars regarding conservation of energy, technology absorption and foreign exchange earnings and expenditure

Since the Company does not own any manufacturing facility, the particulars relating to conservation of energy and technology absorption stipulated in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, required to be furnished under section 217 (1) (e) of the Companies Act, 1956 are not applicable.

The Company did not earn any income in foreign currency during the year under review. The Company has incurred an amount of Rs.62,102/- towards expenses in foreign currency.

None of the employees of your company were in receipt of remuneration in excess of the limits as laid down under section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of sub-section (2AA) of Section 217 of the Companies Act, 1956, and based on the information provided by the Management, Board of Directors report that:

a. In the preparation of Annual Accounts, the applicable accounting standards have been followed together with proper explanation;

b. The Accounting Policies selected were applied consistently. Reasonable and prudent judgements and estimates were made so as to give a true and fair view of the state of affairs of the Company as at the end of 31st March, 2011 and of the profit of the Company for the year ended on that date;

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. The annual accounts have been prepared on a going concern basis.

AUDITORS

M/s. Contractor, Nayak and Kishnadwala, Chartered Accountants, were appointed as Statutory Auditors in the twentieth Annual General Meeting of the Company and their term is scheduled to end at the conclusion of the forthcoming Annual General Meeting and is eligible for re-appointment.

The Company received the requisite confirmation from them to the effect that their appointment, if made, would be within the limits of Section 224(1B) of the Companies Act, 1956.

The Directors of your Company recommend re-appointment of M/s. Contractor, Nayak & Kishnadwala Chartered Accountants, Mumbai as Statutory Auditors of the Company from the ensuing Annual General Meeting till conclusion of next Annual General Meeting. Suitable resolution for re-appointment requiring approval of the shareholders forms part of the agenda of the Annual General Meeting. The said appointment attracts provisions of section 224 A of the Companies Act, 1956.

DIRECTORS

In accordance with the requirements of the Companies Act, 1956, and Article 125 of the Articles of Association of the Company, S/shri. M. K.Tandon and Manu Chadha, Directors are liable to retire by rotation and are eligible for re-

appointment. S/shri. M. K. Tandon and Manu Chadha offer themselves for re-appointment. The Board of Directors recommends their re-appointment.

Shri. M. Ramaprasad, resigned from Directorship on 25th October, 2010 consequent to his resignation from the services of General Insurance Corporation of India. IFCI Ltd. withdrew nomination of Shri. Javed Yunus from the Directorship of the Board w.e.f. 21st January, 2011. The Directors of your Company wish to place on record their appreciation for the services rendered and contribution made by Shri. M. Ramaprasad and Shri. Javed Yunus during their tenure as Director(s) of the Company.

Shri. Ashok Kumar Roy, General Manager, General Insurance Corporation of India (GIC Re) was appointed as an Additional Director of the company w.e.f. 25th October, 2010, pursuant to the provisions of section 260 and other applicable provisions of the Companies Act, 1956, if any and Article 111 of Articles of Association of the Company. Shri. Shivendra Tomar Vice President, IFCI Ltd., presently on deputation to IFCI Infrastructure Development Ltd. (IIDL), as Managing Director, was appointed as an Additional Director of the Company w.e.f. 29th January, 2011, pursuant to the provisions of section 260 and other applicable provisions of the Companies Act, 1956, if any and Article 111 of Articles of Association of the Company.

Your Company has received a notice in writing from a shareholders), under section 257 of the Companies Act, 1956 proposing the appointment of Shri. Ashok Kumar Roy and Shri. Shivendra Tomar as Directors) of the Company at the ensuing Annual General Meeting.

None of the Directors of the Company are disqualified from being appointed as Directors as specified in Section 274 of the Companies Act, 1956.

CORPORATE GOVERNANCE

The Auditors Certificate on Corporate Governance issued by the Statutory Auditors of the Company for the year under review, as required under the Companies Act, 1956 and in pursuance of Clause 49 of the Listing Agreement is annexed to the Report of the Directors on Corporate Governance.

The Board of Directors fully supports and endorses Corporate Governance practices in accordance with the provisions of Clause 49 of the listing agreements, as amended. Your Company has complied with all the mandatory requirements of the said clause.

In terms of the provisions of Clause 49 of the listing agreement entered into with the Stock Exchange(s), the Management Discussion and Analysis Report forms part of this report.

HUMAN RESOURCES & TRAINING

The nature of Your Companys business requires trained employees. A Housing/ Financial service is a knowledge intensive sector where employee skills form a critical aspect in proper service delivery. Your Company has developed a comprehensive "in-house" induction training module to make sure that new employees understand the basic aspect of the Company in its all operations. In pursuance of the Companys commitment to develop and retain the best available talent, the Company had been sponsoring the employees for training programmes organized by reputed professional institutions and training programmes conducted by National Housing Bank for upgrading the skill and knowledge of the employees in different operational areas. The Company rewarded its employees during the year under review by suitably revising the scales of pay. The Board values and appreciates the contribution and commitment of the employees towards performance of the Company during the year under review. Employees relations remained cordial and the work atmosphere remained congenial during the year under review. Your Company has augmented the human resources sizably during the year. The work force strength of Your Company as on 31st March, 2011 was 199.

OUTLOOK FOR THE YEAR 2011-12

Gross Domestic Product (GDP) growth likely to average 8.2% over the 11th Plan period i.e. from 2007 to 2012 which is remarkable given the present global crisis. GDP is expected to grow by 9% during the 12th Plan period i.e. from 2012 to 2017. Indias urban population is expected to increase from 400 million in 2011 to about 600 million or more by 2030 (Source: Issues for approach to 12th Five year Plan - Planning Commission) With changing socio demographic factors like nuclearisation, urbanization and shifting population in the lower age bracket would still drive underlying asset demand and growth in the housing finance market. Housing being one of the low risk asset classes for financiers would continue to be the major contributor for their retail lending portfolio. The year 2011-12 will be more challenging year for Housing Finance Companies and Banks, due to raising interest rates and peaking of property rates; affecting the affordability of the individuals. However, taking into consideration the continuation of concessions allowed in the income tax for repayment of principal and interest up to specified limit; the net interest burden will be still within the affordable limits and as a result the demand is expected to continue.

Your Company would continue to give a more and focused attention to lending to individual loan segment keeping in view the encouragement received in the form of enhanced business performance during the year under review. Various strategies are put in place to enhance its marketing share in the housing loan segment. Your Company is expecting a significant improvement in business performance for the year 2011-12. However, given the situation of increase in interest rates resulting in increase in the cost of funds, the margins are expected to be under pressure

ACKNOWLEDGEMENTS

Your Directors wish to place on record with thanks for the consistent support and guidance given by the Promoter® namely, General Insurance Corporation of India (GIC Re), The New India Assurance Company Ltd., National Insurance Company Ltd., The Oriental Insurance Company Ltd., United India Insurance Company Ltd., and IFCI Ltd.

Your Directors acknowledge and appreciate the guidance and co-operation extended by various regulatory authorities including National Housing Bank (NHB), SEBI, Stock Exchanges and Depositories.

Your Directors wish to place on record their thanks to National Housing Bank for their continued refinance assistance and also to all the banks for their continued support through term loans.

Your Directors wish to place on record their sincere gratitude to customers and members for their continued patronage.

Your Directors thank the Registrars and Share Transfer Agents of the Company, Credit Rating Agencies, Government(s), local/statutory authorities and all others for their whole hearted support.

Your Directors also appreciate and acknowledge the contribution made by the employees whose efforts made the Company to reach greater heights and look forward for valuable sustained support and encouragement from all the stakeholders

For and on behalf of the Board of Directors

Place: Mumbai Yogesh Lohiya

Date: 31st May, 2011. Chairman