Get Updates

Get notified about market trends, financial advice, and investment tips!

A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Repco Home Finance Ltd.

Mar 31, 2025

Your Directors are pleased to present the 25^th Annual Report of your Company with the Audited Accounts for the financial year ended 31^st March, 2025.

The Company''s financial performance for the financial year ended 31^st March, 2025, is summarized below:

(Rs. in Crores)
Particulars	Standalone		Consolidated
Particulars	2024-25	2023-24	2024-25	2023-24
Profit before Tax	587.49	524.72	583.70	524.72
Less: Provision for Taxation
Current Year	118.28	107.81	118.28	107.81
Deferred tax	29.77	22.21	29.77	22.21
Profit after tax	439.44	394.70	435.65	394.70
Other comprehensive Income	-1.07	-0.03	-1.07	-0.03
Total Comprehensive Income for the period	438.37	394.67	434.58	394.67
Add : Net share of profit from associate			25.83	21.61
Balance brought forward from previous year	973.89	789.08	1065.34	862.08
Less: Dividend received from Associate credited to carrying value of investment	-	-	-	3.16
Amount available for appropriations	1412.26	1183.75	1525.75	1275.20
Appropriations:
Transferred to Statutory Reserve u/s 29c of the National Housing Bank Act, 1987	87.89	78.94	87.89	78.94
Transferred to special reserve u/s 36(1)(viii) of Income Tax Act, 1961 taken into account for the purpose of Statutory Reserve under Section 29C of the NHB Act, 1987	77.20	79.06	77.20	79.06
Transfer to General Reserve	50.00	35.00	50.00	35.00
Dividend for previous year	18.77	16.89	18.77	16.89
Tax on Distributed Profits	-	-	-	-
Ind AS Transition Impact on Reserve	-	-	-	-
Remeasurement of defined benefit obligations	-1.07	-0.03	-1.07	-0.03
Balance carried forward to balance sheet	1179.47	973.89	1292.96	1065.34
Total	1412.26	1183.75	1525.75	1275.20
Earnings Per Share
Basic (Rs.)	70.24	63.09	73.76	66.55
Diluted (Rs.)	70.24	63.09	73.76	66.55

Note:

(1) Figures have been regrouped wherever necessary while preparing the statements as per IND-AS requirements.

(2) The proposed dividend of Rs.4/- per equity share is not recognized as liability in the annual accounts as of 31^st March, 2025 (in compliance with IND AS 10 events occurring after the Balance sheet date). The same will be considered as liability on approval of shareholders at the 25^th Annual General Meeting.

Shareholder''s Wealth
Particulars	2024-25	2023-24
Earnings per share (in Rs.)	70.24	63.09
Dividend Rate	40%	30%
Market Price of shares (in Rs.)	335.10	400.70
Market Capitalization (Rs. in Crore)	2096.43	2506.83

Dividend

Your Directors recommend a dividend of Rs.4/- per equity share of face value of Rs.10/- each to the shareholders of the Company for the financial year 2024-25, subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company. The payout ratio for FY 2024-25 was 5.69%.

As per section 194 of Income Tax Act, the Company is required to deduct Tax at Source @ 10% on dividend payment if the aggregate dividend amount exceeds Rs.5,000/-. However, no tax shall be deducted for dividend payment to any Insurance Company and Mutual Funds specified u/s 10(23D) of Income Tax Act. Moreover, as per section 195 of the Act, tax is required to be deducted @ 20% plus surcharge on payment of Dividend to Non-Residents. The Company shall therefore be required to deduct tax at source at the time of making the payment of dividend.

The Dividend Distribution Policy as required under regulation 43A of SEBI (LODR) Regulations, 2015, has been provided as Annexure-1 to this report and is also made available on the website of the Company at https://www.repcohome.com/policies-and-codes

Share Capital

As of 31^st March, 2025, the Paid up capital stood at Rs.62,56,13,620 divided into 6,25,61,362 Equity shares of Rs.10/- each. During the financial year, there was no change in the Paid up capital of the Company.

State of Affairs of the Company

The Company endeavours towards adopting the high standards of underwriting practices backed up by robust monitoring and recovery mechanisms. The Company is committed in its efforts towards improving efficiency and service level in its operations.

Lending Operations

The Company is a Non-Banking Financial Company - Housing Finance Company (NBFC-HFC) and is engaged primarily in financing the purchase and construction of houses. All other activities of the Company revolve around the main business.

1) Sanctions

During the year, loan approvals stood at Rs.3,518.92 Crores as compared to Rs.3,339.98 Crores in the previous year. The cumulative loan sanctions since inception of the Company stood at Rs.38,766.89 Crores at the end of the financial year 2024-25.

Average ticket size of housing loan and non-housing loans were Rs. 20.61 Lakhs and Rs. 19.56 Lakhs respectively based on FY 2024-25 sanctions.

Loan Book:

At a portfolio level, housing loan constitute 70.17% and non-housing loans constitute 29.83% .

2) Disbursements

During the year under review, the Company disbursed loans to the extent of Rs.3,284.22 Crores as against Rs.3,134.87 Crores in the previous year. The cumulative disbursements stood at Rs.35,847.31 Crores at the end of the financial year 2024-25.

3) Loans Outstanding

The loan book of the Company as at the end of the financial year 2024-25 was Rs.14,491.83 Crores as against Rs.13,513.37 Crores in the previous financial year.

4) Profits

The Company''s profit before tax as at the end of the financial year 2024-25 was Rs.587.49 Crores as against Rs.524.72 Crores in previous financial year. The profit after tax was Rs.439.44 Crores as compared to Rs.394.70 Crores during the previous financial year.

Non-Performing Assets (NPA)

As of 31^st March 2025, the gross NPA of the Company was Rs.472.91 Crores (previous year Rs.551.55 Crores) constituting 3.26% (previous year 4.08 %) of the total loans outstanding. Net NPA stood at 1.32% of the loan assets as of 31^st March 2025 against 1.46% as of 31^st March 2024. NPA is Excluding Interest Accrued.

Regulatory Compliance

purposes and accordingly RBI would be the Regulator for HFCs and NHB would continue to carry out supervision of HFCs.

The Company is in compliance with the applicable guidelines, circulars and directions of Reserve Bank of India and National Housing Bank. The Company has complied and is meeting with principal business criteria for HFC as stipulated under Master Direction - Non-Banking Financial Company - Housing Finance Company (Reserve Bank) Directions, 2021 as amended from time to time. Also, the Company is in compliance with the Companies Act, 2013, guidelines / directions / circulars issued by MCA, directions issued under Income Tax Act, 1961 and directions issued pertaining to Accounting Standards. The Company complied with the applicable SEBI Regulations during the financial year.

The Company is registered with the Central Registry of Securitization, Asset Reconstruction and Security Interest of India (CERSAI) and furnishes information in respect of its loans. Compliance of all regulatory guidelines of NHB/RBI/other statute are reviewed on quarterly basis by Audit Committee and Board of the Company.

IRDAI Compliance

The Company is registered with the Insurance Regulatory and Development Authority of India (IRDAI) for carrying on insurance agency business and continues to be fully compliant with the applicable provisions of the Insurance Regulatory and Development Authority Act, 1999 and the IRDAI (Registration of Corporate Agent) Regulations, 2015, as amended from time to time.

As an insurance intermediary, the Company maintains all necessary records, data, and disclosures in accordance with the IRDAI guidelines and regulatory framework. Further, the Company has adopted a policy for maintenance, retention, and systematic destruction of records, as prescribed under the applicable IRDAI regulations.

Other Compliances

(i) The Company had obtained the Legal Entity Identifier No. 335800M7AQBAQYVHEW38 as required under the RBI Circular No. RBI/2017-18/82-DBR. No.BP.92/21.04.048/ 2017-18 dated November 02, 2017. The Registration has been renewed as required on an annual basis.

(ii) The Company is registered on TReDS Platform.

(iii) As per RBI/2015-16/96 Master Circular No.15/2015-16 on Foreign Investment in India and as per RBI/2017-18/194 A.P (DIR Series) Circular No.30 dated June 07, 2018 on

Foreign Investment in India, all types of Companies which have foreign investment are required to report through FIRMS - Reporting in Single Master Form. For this purpose, the Company has completed the registration process.

(iv) As required under Section 215 of the Insolvency and Bankruptcy Code, 2016, the Company has registered itself with National e-governance Services Limited (NeSL).

(v) The Company has complied with all the applicable Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time and circulars, notifications etc issued by SEBI except for disclosure of credit rating.

SEBI Circulars on Investors related matters during the year under review:

In order to enhance the ease of doing business for investors in the securities market, SEBI vide its Circular No. SEBI/HO/ MIRSD/MIRSD_RTAMB/P/CIR/2021/655 dated 3^rd November, 2021, read together with the SEBI Circular No. SEBI/HO/ MIRSD/ MIRSD_RTAMB/P/CIR/2021/687 dated 14^th December, 2021 (hereinafter, collectively referred as the "SEBI KYC Circulars") mandated furnishing of PAN, full KYC details and Nomination by the holders of physical securities. The Company has intimated the concerned security holders about the folios which are incomplete in terms of the SEBI KYC Circulars.

Shareholders are requested to note that pursuant to SEBI circular dated 03^rd November, 2021 (subsequently amended by circulars dated 14^th December 2021, 16^th March, 2023 and 17^th November, 2023) mandated that the security holders (holding securities in physical form), whose folio(s) were not updated with the KYC details (any of the details viz., PAN; Contact Details; Mobile Number and Bank Account Details and signature, if any) shall be eligible for any payment including dividend, interest or redemption in respect of such folios, only through electronic mode with effect from 1^st April, 2024.

SEBI vide their Circular No. SEBI/HO/MIRSD/POD-1/P/ CIR/2024/81 dated 10^th June, 2024 has provided relaxation from non-submission of ''Choice of Nomination'' for all existing demat accounts & mutual fund holders as well as the physical holders. Accordingly, SEBI has done away with freezing of Demat Accounts as well as Mutual Fund Folios for the existing security holders even if they do not submit their choice of nomination. Further, security holders holding securities in physical form shall be eligible for receipt of dividends, interest or redemption payments and can also lodge grievances to RTA even if choice of nomination is not submitted by them.

However, the existing security holders are encouraged to update their choice of nomination with their Depositories/Depository Participants considering the benefits of the same.

Shareholders are requested to update the KYC details by submitting the relevant ISR forms duly filled in along with self attested supporting proofs. The forms can be downloaded from the website of the RTA, Kfin Technologies Limited; https://ris.kfintech.com/clientservices/isc/isrforms.aspx

Your company is adhering to all circulars and guidelines issued during the year by SEBI on various matters to the extent applicable such as SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) regulations, 2024 dated 12^thDecember, 2024; SEBI (Prohibition of Insider Trading) (Third Amendment) regulations, 2024; Industry Standards on Minimum information to be provided for review of the audit committee and shareholders for approval of a related party transaction; Industry standards on Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, etc. The Company has complied with other SEBI circulars issued during the year to the extent applicable.

Capital Adequacy

The Company''s capital adequacy ratio consisting of Tier I and Tier II capital as of 31^st March, 2025 was 37.09% (previous year 33.97%) which is well above the prescribed threshold limit of NHB.

Financial Resources

(i) Refinance from National Housing Bank (NHB)

During the year the Company has not availed refinance facility from National Housing Bank. The refinance outstanding at the end of the year was Rs.875.54 Crores (previous year Rs.1,160.57 Crores)

(ii) Borrowings from Bank and Financial Institutions

The outstanding borrowings from Banks and Financial Institutions at the end of the financial year stood at Rs.9,246.36 Crores (previous year Rs.8,468.75 Crores).

(iii) Borrowings from Repatriates Cooperative Finance and Development Bank Ltd (Repco Bank)

The outstanding borrowings from Repatriates Cooperative Finance and Development Bank Ltd (Repco Bank) at the end of the financial year stood at Rs.1,026.12 Crores (previous year Rs. 1,069.30 Crores).

(iv) Secured Non-Convertible Debentures

The Company''s rating for non-convertible debentures is AA-issued by M/s. ICRA Ltd. During the year, the Company has not issued any NCDs (previous year - Nil). The outstanding NCDs as of 31^st March, 2025 is Nil (previous year -Nil). The Company has not redeemed any NCDs during the financial year 2024-25.

(v) Commercial Papers

The Companyâs rating for commercial paper is A1 issued by M/s. ICRA Ltd., and CARE Ratings. During the year, the Company has not issued commercial paper. The net amount outstanding as of 31^st March, 2025 is NIL (Previous year -Nil).

Unclaimed NCDs

As of 31^st March, 2025 there are no Non-Convertible Debentures amount or interest thereon remaining unpaid or unclaimed.

Disclosure under Housing Finance Companies issuance of Non-Convertible Debentures on private placement basis, (NHB) Directions 2014 and RBI Master Direction - NBFC -Housing Finance Company (Reserve Bank) Direction 2021.

There are no Non-Convertible Debentures which have not been claimed by the Investors or which were not paid by the Company after the date on which the Non-Convertible Debentures became due for redemption.

The Company has not redeemed any NCDs during the financial year 2024-25 (Previous year - Nil).

Unclaimed Dividends

As of 31^st March, 2025, dividend amounting Rs.9,13,341/- has not been claimed by the investors. According to section 125 of the Companies Act, 2013 dividends remaining unclaimed for a period of seven years from the date they became due are required to be credited to the Investor Education and Protection Fund (IEPF) set up by the Government of India. In accordance with the Investor Education Fund (Uploading of information regarding unpaid and unclaimed amount lying with the Companies) Rules 2012, the Company has uploaded this information on https://www.repcohome.com/investors/unclaimed-dividend

During the year, the unclaimed dividend of Rs.74,882/-pertaining to the Financial Year 2016-17, was transferred to Investor Education and Protection Fund after giving due notice to the members. Further, during the year the Company has transferred 137 equity shares in respect of which dividend has

not been claimed for seven consecutive years to Demat Account of IEPF Authority, in respect of which, individual notice had also been sent to concerned Shareholders. However, the concerned shareholders may claim the unclaimed dividend and unclaimed shares from IEPF.

Public Deposits

The Company has not accepted deposits from the public during the financial year 2024-25.

Risk Management

The Company faces various risks in its scale of operations including credit risk, operational risk, interest rate risk, and solvency risk. Risk management forms an integral part of the Company''s business. The objective of the Company''s risk management system is to measure and monitor various threats and to implement policies and procedures to mitigate such risks. The Company has in place a risk management policy framework, which has been approved by the Board of Directors.

The Company recognizes that identification of risk is the most crucial function in managing and mitigating the risk. The Company identifies the risks in each function/activity by taking inputs from all the departments. The overall responsibility of identifying, monitoring, and evaluating risks lies with departmental heads and executive management.

The Company analyses risks in terms of consequence and likelihood of its impact. The analysis considers a range of potential outcomes and the possibility of those consequences occurring.

The Risk Management Committee of the Company is constituted in line with the provisions of Regulation 21 of the SEBI (LODR) Regulations 2015 and in terms of NHB/RBI Directions. As of 31^st March, 2025, the committee comprised of, Mr. Ramchandran Vaithianathan (Chairman), Mr. C.Thangaraju, Mr. Esthaki Santhanam, and Mr. Mrinal Kanti Bhattacharya. Further, the Risk Management Committee was reconstituted on 16^th May, 2025 and now comprises Mr. Ramchandran Vaithianathan (Chairman), Mr. C. Thangaraju, Mr. Esthaki Santhanam, Mr. Mrinal Kanti Bhattacharya and Mr. Thangappan Karunakaran.

The Risk Management Committee reviews and monitors the overall risk management framework for the management of various risks.

The Company has constituted an internal risk management committee named Credit & Operational Risk Management

Committee (CORMC). Generally, the CORMC meeting is held once in three months and based on requirement, meetings are held in addition to quarterly meeting. The scope of the committee includes identifying, monitoring, and measuring of risk profiles, develop policies and procedures, monitor compliance of risk parameters by various departments etc.

Asset Liability Management Committee (ALCO) is also formulated and meetings are held on a monthly basis to review the lending rate, ALM position, etc.

Human Resources

The objective of human resource development in an organization is to enhance human productivity through progressive and consistent policies in knowledge & skill upgradation and betterment of employment conditions at all levels. Human Resource Management''s objective is to maximize the return on investment from the organization''s human capital. It is the responsibility of human resource/ development department in a corporate context to conduct these activities in an effective, legal, impartial and cohesive manner.

Your Company worked tirelessly towards the performance upgradation of its employees by introducing objective performance appraisal mechanism and performance linked incentive structure. Employees are also nominated regularly to attend various training programmes conducted by NHB, ICSI & other capacity building institutions besides in-house training programmes for constant skill upgradation. During the financial year the Company conducted 979 in-house training programmes and employees were also nominated for 27 external programmes.

The Company provides a professional work environment and maintains a healthy relation with its employees.

As of 31^st March, 2025 the number of employees on the rolls of the Company stood at 1256.

Expansion of branch network

The network of branches was expanded prudently after due identification of potential locations. The Company opened 15 new Branches and 9 Satellite centers during FY 2024-25 and upgraded 6 satellite centres as branches. As of the end of FY 2024-25, the network tally stood at 233 spread across 12 States and 1 Union territory, comprising 189 Branches and 44 Satellite centres.

Recovery Action under Securitisation & Reconstruction of

Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI ACT)

During the year, your Company initiated action against 3657 (numbers) defaulting borrowers under the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest ("SARFAESI") Act, 2002 and recovered Rs.206.91 Crores from borrowers. Out of the above amount, Rs.15.50 Crores (previous year Rs.22.82 Crores) was recovered by way of sale of assets under SARFAESI. Apart from this, Rs.15.48 Crores was recovered in Written-off accounts.

Disclosure under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year, no complaint was received by the ICC.

Corporate Social Responsibility

As per Section 135 of the Companies Act, 2013 and the rules framed thereunder, the Company has in place a Corporate Social Responsibility (CSR) Committee of Directors comprising of Mr. C.Thangaraju (Chairman), Mr. Esthaki Santhanam, and Mrs. Usha Ravi as on 31^st March, 2025 and has inter alia formulated a Corporate Social Responsibility Policy. The policy is placed on the website of the Company, https://www.repcohome.com/policies-and-codes. Further, the CSR committee was reconstituted in 16^th May, 2025 and now comprises of Mr. C.Thangaraju (Chairman), Mr. Esthaki Santhanam, Mrs. Usha Ravi, Mr. Mrinal Kanti Bhattacharya and Mr. Thangappan Karunakaran.

This Committee envisages the activities to be undertaken in pursuance of CSR initiatives. During the year the Company spent a sum of Rs.7.86 Crores towards CSR initiatives including the amount of Rs.1.40 Crores earmarked towards ongoing projects and the remaining unspent CSR amount towards ongoing project

has been transferred to a separate bank account within stipulated time as prescribed under Companies Act, 2013. The same will be utilised towards ongoing projects in accordance with the provisions of Companies Act, 2013. The Annual Report on CSR activities forming part of the Directors'' Report is furnished as Annexure-2 to this report.

Employee Stock Option Scheme:

There are no material changes to Repco Home Finance Limited Employees Stock Option Scheme. The disclosures as required by the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 have been placed on the website of the Company.

The Company has not issued any stock options during FY 202425.

Particulars Relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Expenditure

Matters Related to Directors and Key Managerial Personnel

The Company has a diverse and inclusive Board which empowers to protect the interest of all the Stakeholders. The composition of the Board is in accordance with Section 149 of the Act and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with an appropriate combination of Executive, Non-executive and Independent Directors. As of 31^st March, 2025, the Board of Directors of your Company comprised 6 Directors; viz. four (4) Independent Directors out of which one (1) is a women Independent Director, two (2) Non-Executive Directors & Non-Independent Directors. The Chairman of the Board is a Non-Executive Director & Non-Independent Director.

Number of Meetings of Board:

Five meetings of the Board were held during the year under review. For details of meetings of the Board, please refer to the Corporate Governance Report, which forms part of this Annual report.

Director(s) Retiring by Rotation:

Mr. C.Thangaraju (DIN 00223383), is retiring by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The resolution for his re-appointment forms a part of the notice convening the Annual General Meeting. The details pertaining to the re-appointment are elucidated in the explanatory statement to the notice convening the Annual General Meeting.

Cessation of Director

Mr. Ramamurthi Swaminathan, (DIN: 09745616) resigned as Non-Executive and Independent Director of the Company on 30^th July, 2024, due to personal reasons. There is no material reason for his cessation other than cited herein.

End of tenure of Director

Tenure of Mr. Swaminathan Kuppuswamy (DIN: 06485385) as Managing Director & Chief Executive Officer of the Company ended on 20^th February, 2025. Accordingly, he retired from the directorship of the company by the close of business on 20^th February, 2025.

Withdrawal of Nomination of Director

Repatriates Cooperative Finance and Development Bank Limited (Repco Bank) had withdrawn the nomination of Mr. Anant Kishore Saran (DIN: 07582025) as Nominee Director of the Company with effect from 29^th March, 2025. Accordingly, he ceased to be a Nominee Director on the Board of the Company with effect from

29^th March, 2025. There is no material reason for his cessation other than cited herein.

Declaration of Fit & Proper Criteria

All the directors of the Company have confirmed that they satisfy the fit and proper criteria as prescribed under the applicable regulations prescribed by RBI / NHB and that they are not disqualified from being appointed as directors in terms of Section 164(2) of the Companies Act, 2013.

The details of the number of Board/Committee meetings held are provided in the Report on Corporate Governance which forms part of this Annual report.

Declaration by Independent Directors:

The Independent Directors have given declarations to the Company in terms of Section 149 of the Companies Act, 2013 and Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, there has been no change in the circumstances which may affect their status as Independent Director during the year. The Independent Directors appointed are persons of high repute, integrity and possesses the relevant expertise, experience and proficiency. The terms and conditions of appointment of the Independent Directors are placed on the website of the Company.

The details of familiarization programmes conducted for Independent Directors is hosted on the website of the Company.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Ankush Tiwari, Company Secretary & Compliance

Officer, and Mrs. Shanthi Srikanth, Chief Financial Officer are the Key Managerial Personnel of the Company as on 31^st March, 2025. Mr. Thangappan Karunakaran was appointed as Managing Director and CEO classified as Key Managerial Personnel of the Company w.e.f. 11^th April, 2025.

The changes in the Key Managerial Personnel of the Company during the year under review is as below:

â¢ Mrs. K. Lakshmi, Chief Financial Officer of the Company resigned from the services of the Company and was relieved with effect from the end of business hours on 6^th September, 2024.

â¢ Mrs. Shanthi Srikanth was appointed as the Chief Financial Officer of the Company with effect from 20^th November, 2024.

â¢ The term of Mr. Swaminathan Kuppuswamy (DIN: 06485385) as Managing Director & CEO of the Company ended on 20^th February, 2025.

Senior Management

Senior Management of the Company includes Managing Director & CEO, Chief Operating Officer, Chief Development Officer, Chief Business Officer, Company Secretary & Compliance Officer, All General Managers, Chief Financial Officer, Head of Internal Audit, Chief Compliance Officer and Chief Risk Officer.

The changes in the Senior Management of the Company during the year under review are given below:

1. Mrs. K. Lakshmi, Chief Financial Officer of the Company resigned from the services of the company and was relieved with effect from the end of business hours on 6^th September, 2024.

2. Mrs. Shanthi Srikanth was appointed as the Chief Financial Officer of the Company with effect from 20^th November, 2024. She resigned from the post of Chief Risk Officer with effect from 20^th November, 2024 on her joining as Chief Financial Officer of the company.

3. Mr. Ankush Tiwari resigned as Chief Compliance Officer of the company with effect from 31^st December, 2024. He continues to act as the Company Secretary & Compliance Officer designated as a Key Managerial Personnel and Senior Managerial Personnel of the company.

4. Mr. A. Arumugom was appointed as the interim Chief Risk Officer of the company with effect from 12^th February, 2025.

5. The term of Mr. Swaminathan Kuppuswamy (DIN: 06485385) as Managing Director & CEO of the company ended on 20^th February, 2025.

6. Mrs. D. Sireesha Rani was appointed as the Chief Compliance Officer of the Company with effect from 29^th March, 2025.

Policy on directors'' appointment and remuneration and other details

The Company''s policy on appointment of Directors and remuneration is hosted on the Companyâs website at https://www.repcohome.com/policies-and-codes

In addition, the Company''s policy on appointment of Directors and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 has been disclosed in the Corporate Governance Report, which forms part of this Annual report and is also available on the Company''s website at https://www.repcohome.com/policies-and-codes

Statutory Auditors

At 24^th Annual General Meeting held on 2^nd August 2024, the shareholders appointed M/s. R. Subramanian and Company LLP, Chartered Accountants, (Firm Registration No. 004137S/ S200041) as Statutory Auditors for a term of three consecutive years to hold office from the conclusion of 24^th Annual General Meeting till the conclusion of 27^th Annual General Meeting.

The Statutory Auditors have not made any adverse comments or given any qualification, reservation or adverse remarks in their Audit Report.

Audit and Internal Auditors

National Housing Bank conducts inspection of your Company on an annual basis. During the year, the NHB conducted regular inspection of your Company from 14^th October, 2024 to 28^th October, 2024 for the position of financial year 2023-24.

The Company had appointed Mr. Vaidyanathan Iyer as Internal auditor for FY 2024-25.

The Company has also put in place a well-defined policy on Risk Based Internal Audit (RBIA).

Directors'' Responsibility Statement

In accordance with the provisions of section 134(3)(c) of the Companies Act, 2013 and based on the information provided by the management and review of the statement by the Audit Committee, the Board of Directors report that-

a) In the preparation of the annual accounts for the year ended on 31^st March, 2025, the applicable accounting standards have been followed and there are no material departures;

b) The Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended on 31^st March, 2025 and of the profit of the Company for that period;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts on an ongoing concern basis;

e) This being a listed Company, the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and

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

Disclosure under section 43(a)(ii) of the Companies Act, 2013

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Companies Act, 2013 read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is required to be furnished.

Disclosure under section 54(1) (d) of the Companies Act, 2013

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is required to be furnished.

Disclosure under Rule 8 of the Companies (Accounts) Rules, 2018:

During the year under review, the Company has not made any application nor any proceedings are pending under the

Insolvency and Bankruptcy Code, 2016. Further, there were no instances of one-time settlement of any loans taken from the Banks or Financial Institutions.

Disclosure under Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

During FY 2024-25, no employee was in receipt of remuneration of Rs.1.02 Crore or more per annum or Rs.8.5 lakh or more per month, as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The ratio of remuneration of each Director to the median of employees'' 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 is given as Annexure -3.

Internal Financial Control Systems

The Company has an Internal Financial Control System, commensurate with the size, scale and complexity of its operations.

The Internal Audit Department and Head of Internal Audit monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board every quarter or at periodic intervals.

Annual Return

In accordance with the Companies Act, 2013, the annual return in the prescribed format is placed on the Company''s website and can be accessed at https://www.repcohome.com/annual-return

Secretarial Audit Report

In accordance with Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. G Ramachandran & Associates, Practising Company Secretaries were appointed by the Company to undertake Secretarial Audit of the Company. The Secretarial Audit Report is annexed to this report as Annexure-4. The Secretarial Auditor has not made any adverse comments or given any qualification, reservation or adverse remarks in their Audit Report.

In addition to the Secretarial Audit Report, Secretarial Compliance report has also been issued by the Secretarial Auditor as per the SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 2^nd February, 2019, and the said report has been submitted to the Stock Exchanges.

In compliance with Regulation 24A of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 and Section 204 of the Companies Act, 2013, the Board at its meeting held on 27^th June, 2025 based on recommendation of the Audit Committee, has approved the appointment of M/s. G Ramachandran & Associates (PR No:2968/2023) Practising Company Secretaries, a peer reviewed firm as Secretarial Auditor of the Company for a term of five consecutive years commencing from FY 2025-26 till FY 2029-30, subject to approval of the Members at the ensuing Annual General Meeting.

Secretarial Standards

During the financial year 2024-25, the Company complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Details of Loans Given, Guarantees Given or Security Provided

The provisions contained in Section 186(11) of the Companies Act, 2013, relating to loans, guarantees or securities do not apply to the Company.

Investments

The total investment in Repco Micro Finance Limited (RMFL) (unlisted Associate Company) is Rs.31.60 Crore (3,16,00,000 equity shares of Rs.10/- each).

Subsidiary, Joint Ventures and Associate Companies

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, your Company has prepared Consolidated Financial Statements of the Company which forms part of this Annual Report. Further, a statement containing salient features of financial statements of the Subsidiary, joint venture entities and associate Companies in the prescribed format AOC-1, pursuant to Section 129(3) of the Companies Act, 2013 and rules made thereunder, is annexed as Annexure-5 to this Report.

Particulars of Contracts or Arrangements with Related Parties Referred to in Section 188(1)

All the related party transactions entered during the year were in ordinary course of business and on arm''s length basis. The Company has obtained the shareholdersâ approval for material related party transactions as required under SEBI (Listing Obligations and Disclosure Requirement) Regulation, 2015.

There are no transactions under the ambit of section 188 of the Companies Act, 2013. The disclosure of particulars of contracts/ arrangements entered by the Company with related parties referred to in Section 188 of the Act in Form AOC-2 is annexed as Annexure-6.

The Company presents a statement of all related party transactions before the Audit Committee. The details of such transactions are given in the accompanying financial statements.

Material Changes and Commitments affecting financial position of the Company between 31^st March, 2025 and the date of Board''s Report.

There has been no material changes and commitment, affecting the financial position of the Company which has occurred

between the end of the financial year to which the financial statements relate and the date of the report.

The Company does not have any subsidiary. There has been no change in the nature of business of the Company. No significant or material orders have been passed by the regulators or Courts or Tribunals impacting the going concern status of the Company and / or the Company''s operations in future.

Maintenance of Cost Records

Being a housing finance company, the Company is not required to maintain cost records as per sub-section (1) of Section 148 of the Companies Act, 2013.

Management Discussion and Analysis

In accordance with the SEBI (LODR) Regulations, 2015, Management Discussion and Analysis Report for the year under review, is presented in a separate section which forms a part of this Annual report.

Report on Corporate Governance

In accordance with the SEBI (LODR) Regulations, 2015, the report on corporate governance for the year under review is presented in a separate section which forms a part of this Annual report.

Internal Guidelines on Corporate Governance

The Company has a duly formulated Internal Guidelines on Corporate Governance in accordance with HFCs - Corporate Governance (NHB) Directions, 2016 and RBI Directions for Housing Finance Company, 2021, which inter-alia, defines the legal, contractual and social responsibilities of the Company towards its various stakeholders and lays down the Corporate Governance practices of the Company. The said policy is available on the website of the Company at https://www.repcohome.com/policies-and-codes

Performance Evaluation of the Board

In terms of the requirements of the Companies Act and the Listing Regulations, an annual performance evaluation of the Board is undertaken where the Board formally assesses its own performance with the aim to improve the effectiveness of the Board and its Committees and Individual Performances of the Directors. The above manner is based on the Guidance Note on Board Evaluation issued by SEBI on 05^th January, 2017.

The Board carried out the evaluation of every Director''s performance, its own performance, the Committees and all the Independent Directors.

During the financial year under review, a separate meeting of the Independent Directors was held on 8^th February, 2025 and 10^th March, 2025, without the presence of Non-Independent Directors and the Management of the Company. The Independent Directors discussed and reviewed the performance of the Non-Independent Directors and the Board as a whole, performance of Chairman of the Company and also assessed the quality, quantity and timeliness of the flow of information between the Management and the Board, which is necessary for the Board to effectively and reasonably perform its duties.

Vigil Mechanism / Whistle Blower Policy

The Board of Directors has approved the vigil mechanism/whistle blower policy of the Company which provides a framework to promote a responsible and secure whistle blowing. It protects employees wishing to raise a concern about serious irregularities within the Company. It provides for a vigil mechanism to channelize reporting of such instances/ complaints/ grievances to ensure proper governance. The Audit Committee oversees the vigil mechanism. No person was denied access to the Audit Committee to express concerns or reporting grievances under the Whistle Blower Policy and/or vigil mechanism.

During the year under review, no complaint was received under the whistle blower mechanism of the Company. The Company received three whistle blower complaints in the financial year 2025-26 till 15^th June, 2025 and the same are being processed as per policy of the Company.

The Whistle Blower Policy is placed on the website of the Company, https://www.repcohome.com/policies-and-codes

Reporting of Frauds by the Company

Pursuant to NHB Circular on Guidelines on Reporting and Monitoring of Frauds in Housing Finance Companies dated 05^th February 2019, the Company has reported 2 fraudulent cases (Previous Year-1 fraudulent cases) to NHB. The Amount related to fraud is Rs.71.63 Lakhs (Previous Year - Rs.1.15 Lakhs). All efforts are being made to recover the maximum amount possible.

Fraud Reported by Auditors

During the FY 2024-25, neither the Statutory Auditors nor the Secretarial Auditor has noticed or reported to the Audit Committee/Board or Central Government any instances of material fraud by the Company or on the Company under Section 143(12) of the Companies Act, 2013.

Listing

The equity shares of your Company are listed on National Stock Exchange of India Limited and BSE Limited. The listing fees for the financial year 2024-25 have already been paid to the Stock Exchanges. Further, the Annual Listing fees for the year 2025-26 were duly paid to the above stock exchanges within the stipulated time limit.

Details of non-compliance, penalties, imposed on by any statutory authority

During the financial year 2024-25, no penalties have been imposed on the Company by any Statutory Authority.

During the financial year 2022-23, the Stock Exchanges (NSE & BSE) have levied a penalty for non-compliance of regulation 17 (1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 of Rs.1,01,480/- each. During the financial year 2021-22, the Stock Exchanges (NSE & BSE) have levied a penalty for non-compliance of regulation 17 (1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 of Rs. 7,88,240/- each.

Credit rating

The brief details of the ratings received from credit rating agencies by the Company for its outstanding instruments is given in the annexed ''General Shareholder Information''.

Technology Initiatives

In Financial Year 2024-25, the Company undertook a comprehensive Digital Transformation initiative, rolling out several applications and features aimed at enhancing experiences for both customers and employees. A key milestone was the implementation of a deduplication feature in the Loan Lifecycle Management System, ensuring rigorous due diligence during the credit appraisal process. Additionally, software solutions for Goods & Services Tax and the Bank Reconciliation System were introduced to streamline operations for the Finance team.

Audit Management System, incorporating various internal audit methodologies was also implemented in a phased manner. To enhance employee experience, a Human Resource Management System (HRMS) was launched, covering key functionalities such as employee lifecycle management, payroll and time & attendance. Further enhancements and features within the HRMS are planned for Financial Year 2025-26.

Moreover, a mobile application was launched for Direct Selling Agents, Field Investigators, and Field Collectors to facilitate smooth business operations.

The Company continues to drive various technology initiatives, with ongoing development in areas including the Customer Mobile Application and Portal, Treasury System, Asset and Liability Management System, Securitization, Anti-Money Laundering and Enterprise Data Warehousing, which will be rolled out during Financial Year 2025-26. In line with regulatory requirements, features such as Interest Calculations and Key Fact Statements were also successfully implemented.

Recognizing the increasing deployment of interactive applications, the Company has engaged a reputed third-party vendor to conduct Vulnerability Assessment and Penetration Testing (VAPT) and Source Code Review for new application as they come. VAPT was also performed on the Company''s website following the addition of new features, ensuring protection against potential security threats.

Furthermore, in response to business growth and the expansion of branch operations, security features are enhanced with the latest technological advancements.

The company conducts periodical DR Drills to ensure business continuity in case of any eventuality.

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, regional offices and interviews for recruitments, etc.

Environmental, Social, and Governance (ESG):

As part of our unwavering commitment to driving positive societal impact, Repco Home Finance Limited (RHFL) continues to integrate Environmental, Social, and Governance (ESG) principles into every aspect of our operations. With the ever-growing global emphasis on sustainability, corporate responsibility, and transparency, RHFL remains dedicated to fulfilling our mission of empowering underserved communities through accessible housing finance while simultaneously enhancing social welfare.

Environmental Responsibility

While our core business of home financing does not directly impact environmental resources, we recognize the significance

of sustainable practices in every sphere of our operations. RHFL through Green Home Loan Scheme encourages homebuyers to invest in energy-efficient, eco-friendly housing solutions, thereby contributing to long-term environmental sustainability. Additionally, our operational practices continue to focus on minimizing our carbon footprint, reducing waste, and promoting responsible resource consumption in our offices and facilities.

Social Impact

At RHFL, our focus on financial inclusion is central to our social responsibility. We remain steadfast in providing access to home financing for individuals in Economically Weaker Sections (EWS) and Low Income Groups (LIG), including those with limited or no access to formal financial services. In addition to offering affordable home loans, we guide our customers through the complexities of insurance options, government subsidies, and financial literacy to ensure their long-term security. Furthermore, our holistic approach extends to specialized support for elderly individuals, people with disabilities, and illiterate clients, ensuring they receive personalized care and attention.

Our corporate social responsibility (CSR) projects reflect our commitment to building stronger communities. In FY 202425, RHFL supported a wide range of initiatives in areas such as healthcare, education, rural development, etc. Our CSR initiatives reached vulnerable groups, underscoring our focus on inclusive development.

Governance Practices

Transparency, integrity, and accountability are at the heart of RHFL''s governance framework. We adhere to robust corporate governance policies, ensuring that our business operations are conducted in compliance with international standards. Our commitment to ethical conduct is reflected in our vigilant whistleblower policies and our zero-tolerance approach towards discrimination, harassment, and unethical behaviour. We also continue to promote gender equality, diversity, and inclusion within our workforce, ensuring equal opportunity for all employees and contractors. Our Board and leadership maintain a strong focus on long-term value creation, ensuring that our ESG goals are seamlessly integrated into our business strategy.

We are proud of the progress we have made thus far, but we understand that the journey toward greater sustainability and inclusivity is ongoing. As we move forward, RHFL remains committed to expanding our ESG efforts, working hand-in-hand with our stakeholders to build a more equitable and sustainable future.

Customer-Friendly Initiatives

The practices followed by the Company are transparent, fair and impartial for the clients, customers, borrowers in all branches across the country.

Details of the Company''s loan products, schemes, charges and other information are provided on the website of the Company.

In consonance with the Master Direction - Non-Banking Financial Company - Housing Finance Company (Reserve Bank) Directions, 2021, the Fair Practices Code (FPC) and Most Important Terms and Conditions (MITC) are regularly updated and uploaded on the Companyâs website for the ready reference of our customers.

Related Party Transaction Policy

As required by Master Direction - Non-Banking Financial Company, Housing Finance Company (Reserve Bank) Directions, 2021 a policy on transactions with Related Parties is given as Annexure-7'' to this report.

The policy is also placed on the website of the Company, https://www.repcohome.com/policies-and-codes

Business Responsibility and Sustainability Report (BRSR)

The Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates inclusion of Business Responsibility Report in the prescribed format, as a part of the Annual Report for top 1000 listed entities based on the market capitalisation. In compliance with the said Regulations, the Business Responsibility and Sustainability Report (BRSR) is provided as a part of this Report as Annexure 8.

Acknowledgements

Your Directors would like to thank Repatriates Cooperative Finance and Development Bank Limited (Repco Bank), Promoter of the company and Ministry of Home Affairs, Government of India for their continuous support.

Your Directors would like to acknowledge the role of all its stakeholders viz., shareholders, bankers, borrowers, insurance partners, Statutory Auditors, Secretarial Auditors, panel advocates, panel valuers, agents and all others for their continuous support to your Company and the confidence and faith that they have always reposed.

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

Your Directors thank the Rating Agencies, viz. ICRA, CARE, the Registrars & Share Transfer Agents of the Company, Government(s), local/ statutory authorities, and all others for their whole-hearted support during the year and look forward to their continued support in the years ahead.

Your Directors take this opportunity to thank all the executives and employees of the Company and wish to place on record their commendable hard work, team spirit and dedicated service to the customers which enabled the Company to achieve an appreciable level of business performance during the year.

Mar 31, 2024

Your Directors are pleased to present the 24^th Annual Report of your Company with the Audited Accounts for the year ended 31^st March, 2024.

The Company''s financial performance for the financial year ended 31^st March, 2024, is summarized below:

Particulars	Standalone Consolidated
Particulars	2023-24	2022-23	2023-24	2022-23
Profit before Tax	524.72	400.76	524.72	400.76
Less: Provision for Taxation
Current Year	107.81	93.85	107.81	93.85
Deferred tax	22.21	10.83	22.21	10.83
Profit after tax	394.70	296.08	394.70	296.08
Other comprehensive Income	-0.03	0.13	-0.03	0.13
Total Comprehensive Income for the period	394.67	296.21	394.67	296.21
Add : Net share of profit from associate			21.61	20.20
Balance brought forward from previous year	789.08	671.46	862.08	725.84
Less: Dividend received from Associate credited to carrying value of investment			3.16	1.58
Amount available for appropriations	1183.75	967.67	1275.20	1040.67
Appropriations:
Transferred to Statutory Reserve u/s 29C of the National Housing Bank Act, 1987	78.94	59.22	78.94	59.22
Transferred to special reserve u/s 36(1)(viii) of Income Tax Act, 1961 taken into account for the purpose of Statutory Reserve under Section 29C of the NHB Act, 1987	79.06	68.60	79.06	68.60
Transfer to General Reserve	35.00	35.00	35.00	35.00
Dividend for previous year	16.89	15.64	16.89	15.64
Tax on Distributed Profits	-	-	-	-
Ind AS Transition Impact on Reserve	-	-	-	-
Remeasurement of defined benefit obligations	-0.03	0.13	-0.03	0.13
Balance carried forward to balance sheet	973.89	789.08	1065.34	862.08
Total	1183.75	967.67	1275.20	1040.67
Earnings Per Share
Basic (Rs.)	63.09	47.33	66.55	50.56
Diluted (Rs.)	63.09	47.33	66.55	50.56

Note:

(1) Figures have been regrouped wherever necessary while preparing the statements as per IND-AS requirements.

(2) The proposed dividend of Rs. 3/- per equity share is not recognized as liability in the annual accounts as of 31^st March, 2024 (in compliance with IND AS 10 events occurring after the Balance sheet date). The same will be considered as liability on approval of shareholders at the 24^th Annual General Meeting.

Shareholder''s Wealth

Particulars	2023-24	2022-23
Earnings per share (in Rs.)	63.09	47.33
Dividend Rate	30%	27%
Market Price of shares (in Rs.)	400.70	179.75
Market Capitalization	2,506.83	1,124.54
(Rs. in Crore)

Dividend

Your Directors recommend a dividend of Rs. 3/- per equity share of face value of Rs. 10/- each to the shareholders of the Company for the financial year 2023-24, subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company. The payout ratio for FY 2023-24 is 4.76%.

As per section 194 of Income Tax Act, the Company is required to deduct Tax at Source (TDS) @ 10% on dividend payment if the aggregate dividend amount exceeds Rs.5,000/-. However, no TDS shall be deducted for dividend payment to any Insurance Company and Mutual Funds specified u/s 10(23D) of Income Tax Act. Moreover, as per section 195 of the Act, TDS is required to be deducted @ 20% plus surcharge on payment of Dividend to Non-Residents. The Company shall therefore be required to deduct tax at source (TDS) at the time of making the payment of dividend.

Share Capital

As of 31^st March, 2024, the Paid up capital stood at Rs.62,56,13,620 divided into 6,25,61,362 Equity shares of Rs. 10/- each. During the financial year, there was no change in the Paid up capital of the Company.

State of Affairs of the Company

Lending Operations

The Company is a Non-Banking Financial Company - Housing Finance Company (NBFC-HFC) and is engaged primarily in

financing the purchase and construction of houses. All other activities of the Company revolve around the main business.

1. Sanctions

During the year, loan approvals stood at Rs. 3,339.98 Crore as compared to Rs. 3,231.54 Crore in the previous year. The cumulative loan sanctions since inception of the Company stood at Rs. 35,247.97 Crore at the end of the financial year 2023-24.

Average ticket size of housing loan and non housing loans were Rs. 20.09 lakhs and Rs. 13.30 lakhs respectively based on FY 24 sanctions.

Loan Book:

At a portfolio level, housing loan constitute 75.74% and non housing loans constitute 24.26%.

2) Disbursements

During the year under review, the Company disbursed loans to the extent of Rs. 3,134.87 Crore as against Rs. 2,919.04 Crore in the previous year. The cumulative disbursements stood at Rs. 32,563.09 Crore at the end of the financial year 2023-24.

3) Loans Outstanding

The loan book of the Company as at the end of the financial year 2023-24 was Rs 13,513.37 Crore as against Rs. 12,449.17 Crore in the previous financial year.

4) Profits

The Company''s profit before tax as at the end of the financial year 2023-24 was Rs. 524.72 Crore as against Rs. 400.76 Crore in previous financial year. The profit after tax was Rs. 394.70 Crore as compared to Rs. 296.08 Crore during the previous financial year.

Non-Performing Assets (NPA)

As of 31^st March, 2024, the gross NPA of the Company was Rs 551.55 Crore (previous year Rs. 718.68 Crore) constituting 4.08% (previous year 5.77%) of the total loans outstanding. The Net NPA stood at 1.46% of the loan assets as of 31^st March, 2024 against 2.99% as of 31^st March, 2023.

Regulatory Compliance

Following the amendment in the Finance Act, 2019 and the subsequent notification by the Reserve Bank of India (RBI) in August 2019, HFCs would be treated as one of the categories of non-banking financial companies (NBFCs) for regulatory purposes and accordingly RBI would be the Regulator for HFCs and NHB would continue to carry out supervision of HFCs.

The Company is registered with the Central Registry of Securitization, Asset Reconstruction and Security Interest of India (CERSAI) and furnishes information in respect of its loans. Compliance of all regulatory guidelines of NHB/RBI/other statute are periodically reviewed by the Audit Committee of the Company.

IRDAI Compliance

The Company is registered with IRDAI for carrying on the Insurance Agency Business and has complied with the applicable requirements under Insurance Regulatory and Development Act, 1999 and IRDAI (Registration of Corporate Agent) Regulations 2015, as amended from time to time. Being an insurance intermediary, Company is maintaining all the required information as per IRDAI rules.

Other Compliances

(i) The Company had obtained the Legal Entity Identifier No. 335800M7AQBAQYVHEW38 as required under the RBI Circular - No. RBI/2017-18/82-DBR.No.BP92/21.04.048 /2017-18 dated November 02, 2017 and as advised by NHB. The Registration has been renewed as required on an annual basis.

(ii) As per RBI/2015-16/96 Master Circular No.15/2015-16 on Foreign Investment in India and as per RBI/2017-18/194 A.P (DIR Series) Circular No.30 dated June 07, 2018 on Foreign Investment in India, all types of Companies which have foreign investment are required to report through FIRMS - Reporting in Single Master Form. For this purpose, the Company has completed the registration process.

(iii) As required under Section 215 of the Insolvency and Bankruptcy Code, 2016, the Company has registered itself with National e-governance Services Limited (NeSL).

(iv) The Company has complied with all the applicable Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time and circulars, notifications etc issued by SEBI expect for disclosure of credit rating.

SEBI Circulars on Investors related matters

In order to enhance the ease of doing business for investors in the securities market, SEBI vide its Circular No. SEBI/HO/ MIRSD/MIRSD_RTAMB/P/ CIR/2021/655 dated 3^rd November, 2021, read together with the SEBI Circular No. SEBI/ HO/ MIRSD/ MIRSD_RTAMB/P/CIR/2021/687 dated 14^th December, 2021 (hereinafter, collectively referred as the "SEBI KYC Circularsâ) mandated furnishing of PAN, full KYC details and Nomination by the holders of physical securities. The Company has intimated the concerned security holders about the folios which are incomplete in terms of the SEBI KYC Circulars.

SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/ CIR/2021/655 dated November 3, 2021 (subsequently amended by Circular Nos. SEBI/HO/MIRSD/MIRSD_RTAMB/P/ CIR/2021/687 dated December 14, 2021, SEBI/HO/MIRSD/ MIRSD-PoD-1 /P/CIR/2023/37 March 16, 2023 and SEBI/HO/ MI RSD/POD-1 /P/CIR/2023/181 November 17, 2023) has mandated that with effect from April 1,2024, dividend to security holders (holding securities in physical form), shall be paid only through electronic mode. Such payment shall be made only after furnishing the PAN, choice of nomination, contact details including mobile number, bank account details and specimen signature. Hence, Shareholders are requested to update the KYC details bysubmittingthe relevant ISR forms duly filled inalong with self attested supporting proofs. The forms can be downloaded from the website of the RTA, Kfin Technologies Limited; https://ris.kfintech.com/clientservices/isc/isrforms.aspx

Further, relevant FAQs published by SEBI on its website can be viewed at the following link:

https://www.sebi.gov.in/sebi_data/faqfiles/jan-2024/1704433843359.pdf

The Company has also complied with other SEBI circulars issued during the year to the extent applicable.

Capital Adequacy

The Company''s capital adequacy ratio consisting of Tier I and tier II capital as of 31^st March, 2024 was 33.97% (previous year 35.79%) which is well above the prescribed threshold limit of NHB.

Financial Resources

(i) Refinance from National Housing Bank (NHB)

During the year the Company has not availed refinance facility from National Housing Bank. The refinance outstanding at the end of the year was Rs. 1,160.57 Crore (previous year Rs. 1,486.99 Crore)

(ii) Borrowings from Bank and Financial Institutions

The outstanding borrowings from Banks and Financial Institutions at the end of the financial year stood at Rs. 8,468.8 Crore (previous year Rs. 7,337.13 Crore).

(iii) Borrowings from Repatriates Cooperative Finance and Development Bank Ltd

The outstanding borrowings from Repatriates Cooperative Finance and Development Bank Ltd at the end of the financial year stood at Rs. 1,069.30 Crore (previous year Rs. 1090.51 Crore).

(iv) Secured Non-Convertible Debentures

The Company''s rating for non-convertible debentures is AA- issued by M/s. ICRA Ltd. During the financial year, the Company has not issued any NCDs (previous year -Nil). The outstanding NCDs as of 31^st March, 2024 is Nil. Since the Company was not having any outstanding NCDs, redemption of NCDs was not applicable during the financial year 2023-24.

(v) Commercial Papers

The Company''s rating for commercial paper is A1 issued by M/s. ICRA Ltd., and Care Ratings Limited. During the year, the Company has not issued commercial paper. The net amount outstanding as of 31^st March, 2024 is NIL (Previous year - Nil).

Unclaimed NCDs

As of 31^st March, 2024 there are no Non-Convertible Debentures amount or interest thereon remaining unpaid or unclaimed. Disclosure under Housing Finance Companies issuance of Non-Convertible Debentures on private placement basis, (NHB) Directions 2014 and RBI HFC Directions.

Since the Company was not having any outstanding NCDs, redemption of NCDs was not applicable during the financial year 2023-24.

Unclaimed Dividends

As of 31^st March, 2024, dividend amounting to Rs 9,10,669/- has not been claimed by the investors. According to section 125 of the Companies Act, 2013 dividends remaining unclaimed for a period of seven years from the date they became due are required to be credited to the Investor Education and Protection Fund (IEPF) set up by the Government of India. In accordance with the Investor Education Fund (Uploading of information regarding unpaid and unclaimed amount lying with the Companies) Rules 2012, the Company has uploaded this information on https://www.repcohome.com/investors/unclaimed-dividend

During the year, the unclaimed dividend of Rs. 48,535.20/-pertaining to the Financial Year 2015-16, was transferred to Investor Education and Protection Fund after giving due notice to the members. Further, during the year the Company has transferred 20 equity shares in respect of which dividend has not been claimed for seven consecutive years to Demat Account of IEPF Authority, in respect of which, individual notice had also been sent to concerned Shareholders. However, the concerned shareholders may claim the unclaimed dividend and unclaimed shares from IEPF.

Public Deposits

The Company has not accepted deposits from the public during the financial year 2023-24.

Risk Management

The Company analyses risks in terms of consequence and likelihood of its impact. The analysis considers a range of potential outcomes and the possibility of those consequences occurring.

The Risk Management Committee of the Company is constituted in line with the provisions of Regulation 21 of the SEBI (LODR) Regulations and in terms of NHB/RBI Directions. As of 31^st March, 2024, the committee comprised of, Mr. Mrinal Kanti Bhattacharya, Mr. R.Vaithianathan and Mr. K. Swaminathan. Subsequently, Risk Management Committee reconstitution was done by the Board on 14^th May, 2024 and the new committee comprises of Mr. R.Vaithianathan (Chairman), Mr. C.Thangaraju, Mr. E. Santhanam, Mr. Mrinal Kanti Bhattacharya, Mr. R. Swaminathan and Mr. K.Swaminathan.

The Risk Management Committee reviews and monitors the overall risk management framework for the management of various risks.

The Company has constituted an internal risk management committee named Credit & Operational Risk Management Committee (CORMC) and currently comprising of Managing Director & CEO (Chairman of the Committee), Chief Operating Officer, Chief Development Officer, Chief Business Officer, Chief Information Officer, Chief Financial Officer, All General Managers, Chief Risk Officer, Chief Compliance Officer, Head of Internal Audit, Head of Legal, and Chief Technology Officer. The scope of the committee includes identifying, monitoring, and measuring of risk profiles, develop policies and procedures, monitor compliance of risk parameters by various departments etc.

Asset Liability Management Committee (ALCO) currently comprises of Managing Director & CEO (Chairman of the Committee), Chief Operating Officer, Chief Development Officer, Chief Business Officer, General Manager (Credit), General Manager (Sales), General Manager (Recovery), Chief Information Officer, Chief Financial Officer, Chief Compliance Officer, and Chief Risk Officer. The ALCO meetings are held on a monthly basis to review the lending rate, ALM position, etc.

Human Resources

The objective of human resource department in an organization is to enhance human productivity through progressive and consistent policies in knowledge & skill upgradation and betterment of employment conditions at all levels. Human Resource Management''s objective is to maximize the return on investment from the organization''s human capital. It is the responsibility of human resource department in a corporate context to conduct these activities in an effective, legal, impartial and cohesive manner.

Your Company worked tirelessly towards the performance

upgradation of its employees by introducing objective performance appraisal mechanism and performance linked incentive structure. Employees are also nominated regularly to attend various training programmes conducted by NHB, ICSI & other capacity building institutions besides in-house training programmes for constant skill upgradation. During the financial year the Company conducted 19 in-house training programmes and employees were also nominated for 17 external programmes.

The Company provides a professional work environment and maintains a healthy relation with its employees.

As of 31^st March, 2024 the number of employees on the rolls of the Company stood at 1076.

Expansion of branch network

The network of branches was expanded prudently after due identification of potential locations. Branch expansion was restricted on account of the Pandemic during the last couple of years. The Company opened 2 new branches and 18 Satellite centers during FY 2023-24 and upgraded 7 satellite centres as branches. As of the end of FY 2023-24, the network tally stood at 212 spread across 12 States and 1 Union territory, comprising 168 Branches and 44 Satellite centres.

Recovery Action under Securitisation & Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI ACT)

During the financial year, your Company initiated action against 5163 (numbers) defaulting borrowers under the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest ("SARFAESIâ) Act, 2002 and recovered Rs.304.61 Crores from borrowers. Out of the above amount, Rs.22.82 Crores (previous year Rs.7.13 Crores) was recovered by way of sale of assets under SARFAESI. Apart from this, Rs.6.37 Crores was recovered in Written-off accounts.

Disclosure under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year, one complaint was received by the ICC and the same has been disposed off.

Corporate Social Responsibility

As per Section 135 of the Companies Act, 2013 and the rules framed thereunder, the Company has in place a Corporate Social Responsibility Committee of Directors comprising of Mr. C. Thangaraju (Chairman), Mr. E. Santhanam, Mr. R. Swaminathan and Mr. K. Swaminathan and has inter alia formulated a Corporate Social Responsibility Policy. The policy is placed on the website of the Company, https://www.repcohome.com/policies-and-codes . The CSR Committee reconstitution was done by the Board on 14^th May, 2024 and the new committee comprises of Mr. C.Thangaraju (Chairman), Mr. E.Santhanam, Mr. R.Swaminathan, Mrs. Usha Ravi and Mr. K. Swaminathan

This Committee envisages the activities to be undertaken in pursuance of CSR initiatives. During the year the Company spent a sum of Rs. 6.96 Crore towards CSR initiatives including the amount of Rs.2.55 Crore earmarked towards ongoing projects and has been transferred to a separate bank account within stipulated time as prescribed under Companies Act, 2013. The same will be utilised towards ongoing projects in accordance with the provisions of Companies Act, 2013. The Annual Report on CSR activities forming part of the Directors'' Report is furnished as Annexure-2 to this report.

Employee Stock Option Scheme:

There are no material changes to Repco Home Finance Limited Employees Stock Option Scheme. The ESOP Scheme is in compliance with the SEBI (Share Based Employee Benefits)

Regulations, 2014 (the ''SBEB Regulations''). The disclosures as required by the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 have been placed on the website of the Company.

The Company has not issued any stock options during FY 2023-24.

Particulars Relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Expenditure

Matters Related to Directors and Key Managerial Personnel

The Company has a diverse and inclusive Board which empowers to protect the interest of all the Stakeholders. The composition of the Board is in accordance with Section 149 of the Act and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with an appropriate combination of Executive, Non-executive and Independent Directors. The Chairman of the Board is a Non-Executive Director and Non-Independent Director. As of 31^st March, 2024, the Board of Directors of your Company comprised ten (10) Directors; viz. six (6) Independent Directors out of which two (2) are women Independent Directors, three (3) Non-Executive Directors & NonIndependent Directors and one (1) Executive Director.

Details of Board of Directors along with Key Managerial Personnel as of 31^st March, 2024 is mentioned below:

S. No.	Name of the Director	DIN	Category of Directors
1	Mr. C. Thangaraju	00223383	Chairman, Non-Executive and Non-Independent Director
2	Mr. E.Santhanam	01483217	Non-Executive and Non-Independent Director
3	Mr. Anant Kishore Saran	07582025	Non-Executive and Non-Independent Director
4	Mr. B.Raj Kumar	05204091	Non-Executive and Independent Director
5	Mr. Mrinal Kanti Bhattacharya	07854294	Non-Executive and Independent Director
6	Mr. R.Swaminathan	09745616	Non-Executive and Independent Director
7	Mr. R.Vaithianathan	05267804	Non-Executive and Independent Director
8	Mrs. Usha Ravi	09788209	Non-Executive and Independent Director
9	Mrs. Sumithra Ravichandran*	08430816	Non-Executive and Independent Director
10	Mr K. Swaminathan	06485385	Managing Director & CEO
11	Mrs. K. Lakshmi	NA	Chief Financial Officer
12	Mr. Ankush Tiwari	NA	Company Secretary & Chief Compliance Officer

Director(s) Retiring by Rotation:

Mr. E.Santhanam (DIN 01483217), Non-Executive & NonIndependent Director and Mr. K.Swaminathan (DIN 06485385), Managing Director & CEO are retiring by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The resolution for their re-appointment forms a part of the notice convening the Annual General Meeting. The details pertaining to the re-appointment are elucidated in the explanatory statement to the notice convening the Annual General Meeting.

Appointment of Non-Executive Directors

During the financial year 2023-24, Mr. Anant Kishore Saran (DIN 07582025), Joint Secretary, Ministry of Home Affairs, Government of India, Nominee Director (Nominee of Repatriates Cooperative Finance and Development Bank Limited) was appointed as Non-Executive & Non-Independent Director on 6^thNovember, 2023.

Appointment of Independent Directors

As of 31^st March, 2024 the Company has six Non-Executive & Independent Directors on its Board. Mrs. Sumithra Ravichandran was appointed as Non-Executive & Independent Director for a period of 5 years from 1^st April, 2019 to 31^st March 2024. Her tenure ended at the end of business hours on 31^st March, 2024. Mr. B. Raj Kumar and Mr. Mrinal Kanti Bhattacharya were appointed as Non-Executive & Independent Director for a period of 5 years from 11^th September, 2022 upto 10^th September, 2027. Mr. R. Swaminathan was appointed as Non-Executive & Independent Director for a period of 3 years from 22^nd September, 2022 upto 21^st September, 2025. Mr. R. Vaithianathan and Mrs. Usha Ravi were appointed as Non-Executive & Independent Director for a period of 4 years from 11^th November, 2022 upto 10^th November, 2026.

Cessation of Director

Mrs.Jacintha Lazarus, I.A.S (DIN: 08995944) resigned from the directorship of the Company on 22^nd January , 2024, due to transfer from the post of Commissioner, Department of Rehabilitation & Welfare of Non Resident Tamils, Government of Tamil Nadu. There is no material reason for her cessation other than cited herein.

Withdrawal of Nomination of Director

The term of Mrs.R.S.Isabella as CEO/Managing Director of Repatriates Cooperative Finance and Development Bank

Limited (Promoter of the Company) ended on 13-02-2024 and she was relieved from the post. Subsequently, Repatriates Cooperative Finance and Development Bank Limited had withdrawn the nomination of Mrs.R.S.Isabella (DIN: 06871120) as Director of Repco Home Finance Limited with effect from 13^th February, 2024. She ceases to be a director of the Company with effect from 13^th February, 2024. There is no material reason for her cessation other than cited herein.

End of tenure of Director

The term of Mr. N.Balasubramanian (DIN 07832970) as the Wholetime Director of the Company ended on 31^st August, 2023. The tenure of Mrs.Sumithra Ravichandran (DIN 08430816) as the Non-Executive and Independent Director of the Company ended at end of business hours on 31^st March, 2024.

Declaration of Fit & Proper Criteria:

The details of the number of Board/Committee meetings held are provided in the Report on Corporate Governance which forms part of this report.

Declaration by Independent Directors:

The Independent Directors have given declarations to the Company in terms of Section 149 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 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details of familiarization programmes conducted for Independent Directors is hosted on the website of the Company.

Key Managerial Personnel

The changes in the Key Managerial Personnel of the Company during the year under review is as below:

The term of Mr. N.Balasubramanian (DIN 07832970) as the Wholetime Director of the Company ended on 31^st August, 2023.

At the 21^st Annual General Meeting held on 23^rd September, 2021, the shareholders appointed M/s. Chaturvedi & Co., Chartered Accountants, (Firm Registration No. 302137E) as Statutory Auditors for a term of three consecutive years to hold office from the conclusion of 21^st Annual General Meeting till the conclusion of 24^th Annual General Meeting.

The Statutory Auditors have not made any adverse comments or given any qualification, reservation or adverse remarks in their Audit Report.

The Reserve Bank of India (RBI) vide its circular RBI/2021-22/25 Ref.No.DoS.CO.ARG/SEC.01/08.91.001/2021-22 dated April 27, 2021, has issued Guidelines for Appointment of Statutory Central Auditors (SCAs)/ Statutory Auditors (SAs) of Commercial Banks (excluding RRBs), UCBs, and NBFCs (including HFCs) and these guidelines supersede all previous guidelines issued by the RBI on this subject. As per the revised RBI guidelines, SAs are not permitted to hold office in an entity regulated by RBI beyond a continuous period of three years. Such SAs are eligible for reappointment in the same entity after a cooling period of six years.

As per the above mentioned RBI guidelines, the term of M/s. Chaturvedi & Co is ending at the conclusion of 24^th Annual General Meeting.

The Audit Committee of the Board and Board of Directors have recommended the appointment of M/s. R. Subramanian and Company LLP, Chartered Accountants, (Firm Registration No. 004137S/S200041) as Statutory Auditors of the Company for a term of three consecutive years to hold office after the conclusion of 24^th Annual General Meeting till the conclusion of 27^th Annual General Meeting, at such remuneration as may be decided by the Board of Directors based on the recommendation of the Audit Committee, excluding certification fees and out of pocket expenses which will be over and above the fee approved by the Board.

Ratification of Statutory Auditor''s remuneration

The Shareholders of the Company in the 21^st Annual General Meeting held on 23^rd September 2021, had appointed M/s Chaturvedi & Co., Chartered Accountants as the Statutory Auditor of the Company from the conclusion of 21^st Annual General Meeting till the conclusion of 24^th Annual General Meeting, at a remuneration of Rs.17.50 lakhs plus applicable taxes towards statutory audit fee and Rs.7.50 lakhs plus applicable taxes for quarterly limited reviews, totalling to Rs.25

lakhs plus applicable taxes per year, excluding certification fees and out of pocket expenses. This remuneration includes fees for audit of Consolidated Financial Statement of the Company.

RBI had issued Guidelines for Appointment of Statutory Central Auditors (SCAs)/ Statutory Auditors (SAs) for Banks and NBFCs (including HFCs) under Section 30(1A) of the Banking Regulation Act, 1049, vide RBI / 2021-22/ 25 Ref. No. DoS. CO. ARG/ SEC.01/ 08.91.001/ 2021-22 April 27, 2021 addressed to all the Chairman/ MD/ CEO of the banks and All Non-Banking Finance Companies (NBFCs) (Including Housing Finance Companies)

As per the instructions contained in Para 4.3 of the above-said Guidelines, the SCAs/ SAs shall have to visit and audit atleast the Top 20 branches to be selected in order of the level of outstanding advances, in such a manner as to cover a minimum of 15% of total gross advances of the Entities.

Since the Branch Audit has been introduced from FY 2021-22 as per the RBI requirements (visiting and auditing minimum 20 branches), the Statutory auditors had requested the Company management to consider paying a separate fee.

Based on the above, the Company paid additional audit fees to the Statutory Auditors in FY 2021-22 and 2022-23. Hence the matter is hereby placed before the shareholders for ratification of additional audit fees paid to the Statutory Auditors. Also, similar additional audit fees needs to be paid to the Statutory Auditors for FY 2023-24. Both ratification as well as approval for additional fees is recommended and approved by the Audit Committee and Board. The details of additional audit fees are mentioned herein below:

Financial Year	Additional Audit fees (In Rs.)	Purpose	Approval requested
2021-22	4,20,000 plus applicable taxes		Ratification
2022-23	8,00,000 plus applicable taxes	Branch Audit	Ratification
2023-24	5,50,000 plus applicable taxes		Approval

Fraud Reported by Auditors

During the financial year under review, the Statutory Auditors have not reported any instances of fraud committed in the Company by its officers or employees to the Board/Audit Committee under Section 143(12) of the Companies Act, 2013. The Management has reported one fraud to NHB during the financial year 2023-24.

The National Housing Bank conducts inspection of your Company on an annual basis. During the year, the NHB conducted regular inspection of your Company from 18^th December, 2023 to 5^th January, 2024 for the position of financial year 2022-23.

The Company had appointed Mr. Vaidyanathan Iyer as Internal auditor for FY 2023-24.

The Company has also put in place a well-defined policy on Risk Based Internal Audit (RBIA).

Directors'' Responsibility Statement

a) In the preparation of the annual accounts for the year ended on 31^st March, 2024, the applicable accounting standards have been followed and there are no material departures;

b) The Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended on 31^st March, 2024 and of the profit of the Company for that period;

d) The Directors had prepared the annual accounts on an ongoing concern basis;

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

Disclosure under section 43(a)(ii) of the Companies Act, 2013

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is required to be furnished.

Disclosure under section 54(1 )(d) of the Companies Act, 2013

Disclosure under Rule 8 of the Companies (Accounts) Rules, 2018

During the year under review, the Company has not made any application nor any proceedings are pending under the Insolvency and Bankruptcy Code, 2016. Further, there were no instances of one-time settlement of any loans taken from the Banks or Financial Institutions.

Disclosure under Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

During FY 2023-24, no employee was in receipt of remuneration of Rs.1.02 Crore or more per annum or Rs.8.5 lakh or more per month, as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The ratio of remuneration of each Director to the median of employees'' 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 and 2016 is given as Annexure - 3.

Market Capitalization and PE ratio

Particulars	As on
	IPO Date	31^st	31^st	Variance
		March,	March,	from IPO
		2023	2024	date
Networth (Rs. Crore)	623.30	2,321.32	2,677.13	329.5%
Outstanding number of shares (crore)	6.20	6.26	6.26	0.9%
Share price (or IPO price) (Rs.)	172.00	179.75	400.70	133.0%
Market capitalization (Rs. Crore)	1,069.20	1,124.54	2,506.83	134.5%
Earning per share (EPS) (Rs.)	17.10	47.33	63.09	268.9%
Price earning ratio (PE Ratio)	10.10	3.80	6.35	-37.1%

	Market Capitalization and PE Ratio
3,000	Market Capitalization and PE Ratio	12.0
2,500		10.0
2,500	2,507
2,000		8.0
1500	1,125	6.0
1000		4.0
1000		4.0
500 0	l ⁴ \|	2.0 0
500 0	IPO Date 31^st March 2023 31^st March 2024	2.0 0
	IPO Date 31^st March 2023 31^st March 2024
Â¦ Market capitalization (Rs. Crore) Price earning ratio (PE Ratio)

Internal Financial Control Systems

The Company has an Internal Financial Control System, commensurate with the size, scale and complexity of its operations.

Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board every quarter or at periodic intervals.

Annual Return

In accordance with the Companies Act, 2013, the annual return in the prescribed format is placed on the Company''s website and can be accessed at https://www.repcohome.com/corporate-governance

Secretarial Audit Report

In addition to the Secretarial Audit Report, Secretarial Compliance report has also been issued by the Secretarial Auditor as per the SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 02^nd February, 2019, and the said report has been submitted to the Stock Exchanges.

Secretarial Standards

The Company complies with the mandatory Secretarial Standards i.e. SS-1 and SS-2 issued by the Institute of Company Secretaries of India and has referred to Secretarial Standards SS-3 and SS-4 for good governance.

Details of Loans Given, Guarantees Given or Security Provided

The provisions contained in Section 186(11) of the Companies Act, 2013, relating to loans, guarantees or securities do not apply to the Company.

Investments

The total investment in Repco Micro Finance Limited (RMFL) (unlisted Associate Company) is Rs.31.60 Crore (3,16,00,000 equity shares of Rs.10/- each).

Subsidiary, Joint Ventures and Associate Companies

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, your Company has prepared Consolidated Financial Statements of the Company which forms part of this Annual Report. Further, a Statement containing salient features of financial statements of the Subsidiary, joint venture entities and associate Companies in the prescribed format AOC-1, pursuant to Section 129(3) of the Companies Act, 2013 and rules made thereunder, is annexed as Annexure-5 to this Report.

Particulars of Contracts or Arrangements with Related Parties Referred to in Section 188(1)

All the related party transactions entered during the year were in ordinary course of business and on arm''s length basis. The Company has obtained the shareholders'' approval for material related party transactions as required under Listing Regulations.

There are no transactions under the ambit of section 188 of the Companies Act, 2013.

The Company presents a statement of all related party transactions before the Audit Committee. The details of such transactions are given in the accompanying financial statements.

Material Changes and Commitments affecting financial position of the Company between 31^st March, 2024 and the date of Board''s Report.

Management Discussion and Analysis

In accordance with the SEBI (LODR) Regulations, 2015, Management Discussion and Analysis Report for the year under review, is presented in a separate section which forms a part of this report.

Report on Corporate Governance

In accordance with the SEBI (LODR) Regulations, 2015, the report on corporate governance for the year under review is presented in a separate section which forms a part of this report.

Internal Guidelines on Corporate Governance

Performance Evaluation of the Board

In terms of the requirements of the Companies Act and the Listing Regulations, an annual performance evaluation of the Board is undertaken where the Board formally assesses its own performance with the aim to improve the effectiveness of the Board and its Committees and Individual Performances of the Directors. The above process is based on the Guidance Note on Board Evaluation issued by SEBI on 05^th January, 2017.

The Board carried out the evaluation of every Director''s performance, its own performance, the Committees and all the Independent Directors.

During the financial year under review, a separate meeting of the Independent Directors was held on 18^th March, 2024, without the attendance of Non-Independent Directors and the Management of the Company. The Independent Directors discussed and reviewed the performance of the Non-Independent Directors and the Board as a whole, performance of Chairman of the Company and also assessed the quality, quantity and timeliness of the flow of information between the Management and the Board, which is necessary for the Board to effectively and reasonably perform its duties.

Vigil Mechanism / Whistle Blower Policy

The Board of Directors has approved the vigil mechanism/ whistle blower policy of the Company which provides a

framework to promote a responsible and secure whistle blowing. It protects employees wishing to raise a concern about serious irregularities within the Company. It provides for a vigil mechanism to channelize reporting of such instances/ complaints/ grievances to ensure proper governance. The Audit Committee oversees the vigil mechanism. No person was denied access to the Audit Committee to express concerns or reporting grievances under the Whistle Blower Policy and/or vigil mechanism.

During the year under review, no complaint was received under the whistle blower mechanism of the Company.

The Whistle Blower Policy is placed on the website of the Company, https://www.repcohome.com/policies-and-codes

Reporting of Frauds

Pursuant to NHB Circular on Guidelines on Reporting and Monitoring of Frauds in Housing Finance Companies dated 05^thFebruary 2019, the Company has reported 1 fraudulent cases (PY - 8 fraudulent cases) to NHB. The Amount related to fraud is Rs. 1.15 lakhs (Previous Year - Rs. 3.85 Crores). All efforts are being made to recover the maximum amount possible

Listing

The equity shares of your Company are listed on National Stock Exchange of India Limited and BSE Limited. The listing fees for the financial year 2023-24 have already been paid to the Stock Exchanges. Further, the Annual Listing fees for the year 202425 were duly paid to the above stock exchanges within the stipulated time limit.

Details of non-compliance, penalties, imposed on by any statutory authority

During the financial year 2023-24, no penalties have been imposed on the Company by any Statutory Authority.

Credit rating

The brief details of the ratings received from credit rating agencies by the Company for its outstanding instruments is given in the annexed ''General Shareholder Information''.

Technology Initiatives

During the financial year under review the Company has ensured seamless functioning of newly introduced Loan Lifecycle Management System (LLMS) and Enterprise General Ledger (EGL) in all the branches.

Besides, it is first time in the history of the Company that mobile application for Direct Selling Agents has been implemented upon integration with LLMS on pilot basis in financial year which in turn will be rolled in full fledged manner in financial year 202425. By this, the Company offer better customer services by reducing unnecessary visits of our authorized channel partners and customers to branches.

The Company always focuses on Data accuracy and reliability, an external agency has been appointed to conduct Data Migration Audit who in turn certified the flawless migration of data from our erstwhile software to new LLMS software.

With the implementation of new LLMS in financial year 2022-23, Disaster Recovery Centre has also now become fully operational to handle any unforeseen events at our Data Centre.

As the Company is coming up with many interactive applications, VAPT has been performed on both our Hardware and Software to ascertain that there are no security gaps. This VAPT has also been performed in our website on account of many newly added features so as to safeguard against any unwarranted security attacks.

To further strengthen the IT Security owing to forthcoming implementation of many applications, CISO has been appointed to monitor potential IT security threats to the Company. The Company is also in the process of implementing Security Operation Centre (SOC) in near future.

To preserve the legacy documents of the erstwhile software in effective manner, all End of Life hardware has been replaced with new ones.

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, regional offices and interviews for recruitments, etc.

Update on Environmental, Social, and Governance (ESG):

Operational sustainability has emerged as one of the key components of governance, ESG is becoming more well-known on a global scale. The present global trend of attaining financial success while also making contributions to the welfare of society at large lends more weight to ESG. Naturally, in light of the effects on society and the environment, the terms of fair play for all parties involved in the BFSI sector would also need to be revised. Your Comany''s business has always been by design a socially inclusive enterprise. The idea of compassion, integrity, and customer centricity were ingrained into our fundamental tradition from the moment Repco Home Finance Limited (RHFL) was founded. As a diligent organization, we are enthusiastic to expand our understanding of sustainability and our commitment to it.

Your Company offers funding to underserved and unbanked communities that, although having a steady source of income, are unable to receive credit due to a lack of supporting documentation. Our mission is to assist these people in fulfilling their ambition of becoming homeowners, and we have made a name for ourselves as go-to Company that first-time Indian homeowners in metropolitan and semi-urban areas may approach. Apart from providing affordable home loans with attractive interest rates, the Company also offers direct customer service, answering any questions, advising customers to purchase insurance, and helping them determine whether they qualify for government subsidies. In this way, your Company is helping underbanked communities acquire official credit. Our business plan is predicated on the notion of improving people''s lives and influencing how they will finance homes in the future. During the year, the Company introduced Green Home Loan Scheme to finance activities of borrowers in investing in "Green Homeâ initiatives.

We are committed to strengthening our relationships with stakeholders as we seek to expand home ownership in the country and integrate underserved and unbanked populations into the formal credit system.

Your Company has made the required disclosures in a transparent manner as part of its corporate governance. Since inception, Company''s growth has been based on our strong commitment to governance rules, which has attracted investors from all around the world.

Business Responsibility and Sustainability Reporting also form part of the Annual Report of your Company. This update on ESG should be read along with BRSR

which describes how we live out our values while also outlining our environmental, social, and governance (ESG) activities, performance, and strategy for the financial year 2023-24.

We are committed to promote financial inclusion by enabling families in the Economically Weaker Section and Low-Income Groups to realize their dream of owning a house by providing finance for affordable housing.

Your Company''s culture and work environment are essentially built on respect for equality, human rights, and dignity. The Company''s committed staff makes it simple and convenient for elderly individuals, those with disabilities, and illiterates to use its services. When it comes to getting their inquiries answered or their applications processed, clients with disabilities are treated with empathy and given priority over other customers who are in the branch.

We anticipate that all of our value chain partners will conduct themselves with the same moral principles and business practices that the Company upholds.

We have implemented a whistle blower/vigilance process that allows a range of stakeholders to voice legitimate concerns about unethical behavior while simultaneously protecting those who raise concerns from victimization. This has allowed us to create an environment where Directors and Employees can bring any improper behavior to our attention without fear. Your Company is having process for managing complaints of sexual harassment at work and has zero tolerance for any form of sexual harassment.

Your Company promotes equal opportunity, it makes sure that no one is subjected to workplace discrimination and that

women, individuals with disabilities, and people from all social, economic, and cultural backgrounds are all welcome. Equal compensation for equal work is a core value of your organization, as are assessments and promotions determined by objective criteria of performance and merit.

Our commitment is to assist our clients in fulfilling their aspiration of becoming home owners. We advise them to get insurance in order to save the family the financial strain in the event of a terrible event, such as the death of a borrower. If the earning borrower had not purchased life insurance for any reason, we are sympathetic to the legal heirs'' settlement offers.

Home finance is your Company''s primary activity, it is not directly involved in any activities that could have a major detrimental effect on the environment. Nonetheless, it is a conscientious Company that considers its environmental impact and strives to minimize its greenhouse gas emissions wherever possible.

Induction training is provided to all new hires to help them get more acclimated to the Company''s culture and to help them grasp the Company''s mission, vision, and core values. Additionally, the Company offers a number of training courses to its staff members.

In addition to its CSR efforts and philanthropic activities, your Company is also fulfilling its social responsibility by making a few small but significant contributions to the well-being of the community. The Company concentrated its corporate social responsibility efforts throughout the financial year on the following initiatives; specifics of the projects undertaken are included below:

Sector	Implementing Agency/ Panchayat	Purpose of CSR Contribution
The differently abled and livelihood enhancement projects	Saksham Trust	For transportation for their children affected by autism and down syndrome
Home for Senior Citizens	Anandam Trust	For construction of Critical Ward (ICU)
Preventing health care	Idhayangal Charitable Trust	For providing medicines to underprivileged children suffering from diabetes
Educational, Medical and Women Empowerment	Repatriates Welfare Trust	For Educational, Medical and Sewing Machine to Widow Women to improve their income contributing to Women Empowerment, construction of drinking water tank
Rural development	Various Panchayats in the state of Tamil Nadu	Rural development by way of construction of community hall
Preventive Healthcare	Key Foundation	Women Health Checkup and Awareness Programme in rural area for economically weaker section.
Environment Sustainability	Vetry Trust	For tree plantation
Preventive Health Care	ABI Trust	For organizing medical camps

Sector	Implementing Agency/ Panchayat	Purpose of CSR Contribution
Promoting Education	Don Bosco Nursery and Primary School (Society of the Sisters of Maria Auxilium)	For construction of toilet for boys and girls
Promoting Health Care	ARAM Trust	For Promoting Health Care of specially abled children
Eradicating Hunger	Akshaya Patra Foundation	For food distribution vehicles for mid meal programme
Preventive Health Care	Christian Medical College (CMC), Vellore	For purchase of Neonatal Intensive Care Incubator
Women Empowerment	RDO Trust	For construction of compost production centre which would help in increasing income of women which would contribution for Women Empowerment

Customer-Friendly Initiatives

The practices followed by the Company are transparent, fair and impartial for the clients, customers, borrowers in all branches across the country.

Details of the Company''s loan products, schemes, charges and other information are provided on the website of the Company.

In consonance with the Master Direction - Non-Banking Financial Company - Housing Finance Company (Reserve Bank) Directions, 2021 (RBI Master Directions), the Fair Practices Code (FPC) and Most Important Terms and Conditions (MITC) are regularly updated and uploaded on the Company''s website for the ready reference of our customers.

Others

Related Party Transaction Policy

As required by NHB notification no. NHB.HFC.CG-DIR.1/ MD&CEO/2016 dated 09^th February, 2017, a policy on transactions with Related Parties is given as ''Annexure-6'' to this report.

The policy is also placed on the website of the Company, https://www.repcohome. com/policies-and-codes

Business Responsibility and Sustainability Report (BRSR)

Acknowledgements

Your Directors would like to thank Repatriates Cooperative Finance and Development Bank Limited (Promoter of the Company) and Ministry of Home Affairs, Government of India, Government of Tamil Nadu and all other State Governments for their continuous support.

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

Your Directors thank the Rating Agencies, viz. ICRA, CARE, the Registrars & Share Transfer Agents, of the Company, Government(s), local/ statutory authorities, and all others for their whole-hearted support during the year and look forward to their continued support in the years ahead.

For and on behalf of the Board of Directors

Sd/-

Date : 14-05-2024 (C. Thangaraju)

Place : Chennai Chairman

(DIN 00223383)

Mar 31, 2023

The Directors are pleased to present the 23^rd Annual Report of your Company with the Audited Accounts for the year ended 31^st March, 2023.

The Companyâs financial performance for the financial year ended 31^st March, 2023, is summarized below:

Particulars	(Rs. in Crores) Standalone Consolidated
Particulars	2022-23	2021-22	2022-23	2021-22
Profit before Tax	400.76	259.51	400.76	259.51
Less: Provision for Taxation
Current Year	93.85	98.86	93.85	98.86
Deferred tax	10.83	-30.89	10.83	-30.89
Profit after tax	296.08	191.54	296.08	191.54
Other comprehensive Income	0.13	0.41	0.13	0.41
Total Comprehensive Income for the period	296.21	191.95	296.21	191.95
Add : Net share of profit from associate			20.20	2.56
Balance brought forward from previous year	671.45	641.32	725.86	694.93
Less: Dividend received from Associate credited to carrying value of investment			1.58	1.76
Amount available for appropriations	967.66	833.27	1,040.69	887.68
Appropriations:
Transferred to Statutory Reserve u/s 29c of the National Housing Bank Act, 1987	59.22	38.31	59.22	38.31
Transferred to special reserve u/s 36(1)(viii) of Income Tax Act, 1961 taken into account for the purpose of Statutory Reserve under Section 29C of the NHB Act, 1987	68.60	72.46	68.60	72.46
Transfer to General Reserve	35.00	35.00	35.00	35.00
Dividend for previous year	15.64	15.64	15.64	15.64
Tax on Distributed Profits	-	-	-	-
Ind AS Transition Impact on Reserve	-	-	-	-
Remeasurement of defined benefit obligations	0.13	0.41	0.13	0.41
Balance carried forward to balance sheet	789.07	671.45	862.10	725.86
Total	967.66	833.27	1,040.69	887.68
Earnings Per Share
Basic (Rs.)	47.33	30.62	50.56	31.03
Diluted (Rs.)	47.33	30.62	50.56	31.03

Note:

(1) Figures have been regrouped wherever necessary while preparing the statements as per IND-AS requirements.

(2) The proposed dividend of Rs.2.70/- per equity share is not recognized as liability in the annual accounts as of 31^st March, 2023 (in compliance with IND AS 10 events occurring after the Balance sheet date). The same will be considered as liability on approval of shareholders at the 23^rd Annual General Meeting.

Particulars	2022-23	2021-22
Earnings per share (in Rs.)	47.33	30.62
Dividend Rate	27%	25%
Market Price of shares (in Rs.)	179.75	176.40
Market Capitalization	1,124.54	1,103.58
(Rs. in Crores)

Dividend

Your Directors recommend a dividend of Rs.2.70/- per equity share of face value of Rs.10/- each to the shareholders of the Company for the financial year 2022-23, subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company. The payout ratio for FY 2022-23 is 5.70%.

Share Capital

As of 31^st March, 2023, the Paid-up capital stood at Rs.62,56,13,620 divided into 6,25,61,362 Equity shares of Rs. 10/- each (Face value). During the financial year, there was no change in the Paid up capital of the Company.

State of Affairs of the Company

Lending Operations

The Company is a Non-Banking Financial Company - Housing Finance Company (NBFC-HFC) and is engaged primarily in

financing the purchase and construction of houses. All other activities of the Company revolve around the main business.

1. Sanctions

During the year, loan approvals stood at Rs. 3,231.54 Crores as compared to Rs. 1,879.99 Crores in the previous year. The cumulative loan sanctions since inception of the Company stood at Rs. 31,907.99 Crores at the end of the financial year 2022-23.

Average ticket size of housing loan and non housing loans were Rs 18.46 lakhs and Rs 19.43 lakhs respectively based on FY 23 sanctions.

2. Disbursements

During the year under review, the Company disbursed loans to the extent of Rs. 2,919.04 Crores as against Rs. 1,768.70 Crores in the previous year. The cumulative disbursements stood at Rs. 29,428.22 Crores at the end of the financial year 2022-23.

3. Loans Outstanding

The loan book of the Company as at the end of the financial year 2022-23 was Rs. 12,449.17 Crores as against Rs. 11,759.00 Crores in the previous financial year.

At a portfolio level, housing loans constitute 79.95% and non housing loans constitute 20.05%

4. Profits

The Companyâs profit before tax as at the end of the financial year 2022-23 was Rs. 400.76 Crores as against Rs. 259.51 Crores in previous financial year. The profit after tax was Rs. 296.08 Crores as compared to Rs 191.54 Crores during the previous financial year.

Non-Performing Assets (NPA)

As of 31^st March, 2023, the gross NPA of the Company was Rs. 718.68 Crores (previous year Rs. 819.79 Crores) constituting 5.77% (previous year 6.97%) of the total loans outstanding. The Net NPA stood at 2.99% of the loan assets as of 31^st March, 2023 against 4.86% as of 31^st March, 2022.

Regulatory Compliance

Following the amendment in the Finance Act, 2019 and the subsequent notification by the Reserve Bank of India (RBI) in August 2019, HFCs would be treated as one of the categories

of non-banking financial companies (NBFCs) for regulatory purposes and accordingly RBI would be the Regulator for HFCs and NHB would continue to carry out supervision of HFCs.

The Company is in compliance with the applicable guidelines, circulars and directions of Reserve Bank of India and National Housing Bank. Also, the Company is in compliance with the Companies Act, 2013, guidelines / directions / circulars issued by MCA, directions issued under Income Tax Act, 1961 and directions issued pertaining to Accounting Standards. The Company complied with the applicable SEBI Regulations during the financial year except for non-compliance, penalties levied by Stock Exchanges as disclosed in this report. The Company made the representation for waiver of penalty which is yet to be disposed of by Stock Exchange.

The Company is registered with the Central Registry of Securitization, Asset Reconstruction and Security Interest of India (CERSAI) and furnishes information in respect of its loans. Compliance of all regulatory guidelines of NHB/RBI/other statute are periodically reviewed at Audit Committee / Board of the Company.

IRDAI Compliance

Other Compliances

(i) The Company had obtained the Legal Entity Identifier

No. 335800M7AQBAQYVHEW38 as required under the RBI Circular -No.RBI/2017- 18/82 - DBR.

No.BP.92/21.04.048/2017-18 dated November 02, 2017 and as advised by NHB. The Registration has been renewed as required on an annual basis.

statutory filings are being done as prescribed.

(iii) As required under Section 215 of the Insolvency and Bankruptcy Code, 2016, the Company has registered itself with National e-governance Services Limited (NeSL)

SEBI Circulars on Investors related matters:

In continuation of its earlier circulars dated 03^rd November, 2021 and 12^th December, 2021 to put in place a framework for ''Common and simplified norms for processing investorâs service request by Registrar & Transfer Agents (RTAs) and norms for furnishing PAN, KYC details and Nominationâ by holders of physical securities, which came into effect from 31^st March, 2022, the SEBI has issued a circular SEBI/HO/ MIRSD/MIRSD-PoD-1/P/ CIR /2023/37 dated 16^th March, 2023 for Common and simplified norms for processing investorâs service requests by RTAs with the norms for furnishing PAN, KYC details and Nomination. It was advised to intimate once again directly the Shareholders, about folios which are incomplete with respect to PAN, KYC details and Nomination.

Your Company had sent letters dated 10^th May, 2023 to all shareholders holding shares in physical form and requested to furnish/update their valid PAN (PAN linked to Aadhar). As per the said Circular, the folios wherein any one of the documents or details are not available on or after 1^st October, 2023, will be frozen by the RTA. The RTA will revert the frozen folios to normal status upon receipt of all the documents. Linking of PAN with Aadhaar has been made mandatory for all investors.

Further, the shareholders were also requested to furnish/ update their KYC details, Nomination details, Bank account particulars, specimen signature and contact details to the RTA at the earliest.

As an on-going measure to enhance ease of dealing on security markets, SEBI has issued the following Circulars for efficient and investor friendly processes:

(i) Circular SEBI/HO/MIRSD/MIRSD_RTAMB/P/ CIR/2022/70 dated 25^th May, 2022 - Reviewed the process followed by the Registrars to an Issue and Share Transfer Agents and the Issuer companies for issuance of duplicate securities certificates. As per Para 4 of the abovementioned SEBI Circular, it was advised that the listed company shall take

special contingency insurance policy from the insurance company towards the risk arising out of the requirements relating to issuance of duplicate securities in order to safeguard and protect the interest of the listed company. In this regard, the Company has taken Special Contingency Policy.

(ii) Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022 /65 dated 18^th May, 2023 issued simplification of procedure and standardization of formats of documents for transmission of securities.

(iii) Circular No. SEBI/HO/OIAE/2023/03391 dated 27^th January, 2023 issued a letter to all listed Companies and RTAâs for generating awareness on availability of Dispute Resolution Mechanism at Stock Exchanges against Listed Companies /Registrar to an Issue and Share Transfer Agents (RTAs). In this regard it was advised that listed Companies shall co-ordinate with RTAs and shall arrange for sending SMS/ E-mail to all the investors who hold shares in physical form stating that if they have any dispute against the Company and/ or its Registrar and Share Transfer Agent (RTA) on delay or default in processing requests, as per SEBI circular no. SEBI/HO/ CFD/DIL2/P/CIR /2022/75 dated 30^th May, 2022, they can file for arbitration with Stock Exchange.

Your Company has sent registered post to their last known address of the physical shareholders to appraise them about the facility made available.

The Company has also complied with other SEBI circulars issued during the year to the extent applicable.

Capital Adequacy

The Company''s capital adequacy ratio consisting of Tier I and Tier II capital as of 31^st March, 2023 was 35.79% (previous year 33.33%) which is well above the prescribed threshold limit of NHB.

Financial Resources

i. Refinance from National Housing Bank (NHB)

During the financial year the Company has not availed refinance facility from National Housing Bank. The refinance outstanding at the end of the year was Rs. 1,486.99 Crores (previous year Rs. 2,001.53 Crores)

ii. Borrowings from Bank and Financial Institutions

The outstanding borrowings from Banks and Financial Institutions at the end of the financial year stood at Rs. 7,337.13 Crores (Previous Year Rs. 6,601.90 Crores)

iii. Borrowings from Repatriates Cooperative Finance and Development Bank Limited

The outstanding borrowings from Banks and Financial Institutions at the end of the financial year stood at Rs. 1090.52 Crores (previous year Rs. 1,084.85 Crores).

iv. Secured Non-Convertible Debentures

During the financial year, the Company has not issued any NCDs (previous year - Nil). The outstanding NCDs as of 31^st March, 2023 is Nil (previous year -Nil). The Company has not redeemed any NCDs during the financial year 2022-23.

v. Commercial Papers

The Companyâs rating for commercial paper is A1 issued by M/s. ICRA Ltd., and CARE Ratings Ltd. During the financial year, the Company has not issued commercial paper. The net amount outstanding as of 31^st March, 2023 is NIL (Previous year - Nil).

Unclaimed NCDs

As of 31^st March, 2023 there are no Non-Convertible Debentures amount or interest thereon remaining unpaid or unclaimed.

Disclosure under Housing Finance Companies issuance of Non-Convertible Debentures on private placement basis, (NHB) Directions 2014 and RBI HFC Directions.

The Company has not redeemed any NCDs during the financial year 2022-23 (Previous year - Nil).

Unclaimed Dividends

As of 31^st March, 2023, dividend amounting to Rs.8,30,808/-has not been claimed by the investors. According to section 125 of the Companies Act, 2013 dividends remaining unclaimed for a period of seven years from the date they became due are required to be credited to the Investor Education and Protection Fund (IEPF) set up by the Government of India. In accordance with the Investor Education and production Fund (Uploading of information regarding unpaid and unclaimed amount lying with the Companies) Rules 2012, the Company has uploaded this information on https://www.repcohome.com/investors/unclaimed-dividend.

During the financial year, the unclaimed dividend of Rs.21,756/-pertaining to the Financial Year 2014-15, was transferred to Investor Education and Protection Fund after giving due notice to the members. Further, during the year the Company has transferred 359 equity shares in respect of which dividend has not been claimed for seven consecutive years to Demat Account of IEPF Authority, in respect of which, individual notice had also been sent to concerned Shareholders. However, the concerned shareholders may claim the unclaimed dividend and unclaimed shares from IEPF.

Public Deposits

The Company has not accepted deposits from the public during the financial year 2022-23.

Risk Management

The Company faces various risks in its scale of operations including credit risk, operational risk, interest rate risk, and solvency risk. Risk management forms an integral part of the Companyâs business. The objective of the Companyâs risk management system is to measure and monitor various threats and to implement policies and procedures to mitigate such risks. The Company has in place a risk management policy framework, which has been approved by the Board of Directors.

The Company analyses risks in terms of consequence and likelihood of its impact. The analysis considers a range of potential outcomes and the possibility of those consequences occurring.

The Risk Management Committee reviews and monitors the overall risk management framework for the management of various risks.

The Companyâs internal risk management committee named

Credit & Operational Risk Management Committee (CORMC), comprising of Managing Director & CEO (Chairman of the Committee), Chief Operating Officer, Chief Development Officer, Chief Information Officer, Chief Financial Officer, all General Managers, Chief Risk Officer and Compliance Officer, meets regularly to assess the adequacy of the existing risk management system and discuss emerging risks, operational or otherwise.

Asset Liability Management Committee (ALCO) comprises of Managing Director & CEO (Chairman of the Committee), Chief Operating Officer, Chief Development Officer, General Manager-Credit, Chief Information Officer, Chief Financial Officer, and Chief Risk Officer. The ALCO meetings are held on a monthly basis to review the lending rate, ALM position, etc.

Human Resources

The objective of human resource development in an organization is to enhance human productivity through progressive and consistent policies in knowledge & skill upgradation and betterment of employment conditions at all levels. Human Resource Managementâs objective is to maximize the return on investment from the organizationâs human capital. It is the responsibility of human resource/ development department in a corporate context to conduct these activities in an effective, legal, impartial and cohesive manner.

Your Company worked tirelessly towards the performance upgradation of its employees by introducing objective performance appraisal mechanism and performance linked incentive structure. Employees are also nominated regularly to attend various training programmes conducted by NHB, ICSI & other capacity building institutions besides in-house training programmes for constant skill upgradation. During the financial year the Company conducted 17 in-house training programmes and employees were also nominated for 21 external programmes.

The Company provides a professional work environment and maintains a healthy relation with its employees.

As of 31^st March, 2023 the number of employees on the rolls of the Company stood at 951.

Expansion of branch network

of FY 2022-23, the network tally stood at 192, spread across 12 States and 1 Union territory, comprising 159 Branches and 33 Satellite centres.

Recovery Action under Securitisation & Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI ACT)

During the year, your Company initiated action against 4110 (numbers) defaulting borrowers under the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest ("SARFAESI") Act, 2002 and recovered Rs.195.14 Crores (previous year Rs.101.69 Crores) from borrowers. Out of the above amount, Rs.7.13 Crores (previous year Rs.21.08 Crores) was recovered by way of sale of assets under SARFAESI. Apart from this, Rs.2.33 Crores was recovered in Written-off accounts.

Disclosure under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of women at the workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year, no complaint was received by the ICC.

Corporate Social Responsibility

As per Section 135 of the Companies Act, 2013 and the rules framed thereunder, the Company has in place a Corporate Social Responsibility Committee of Directors comprising of Mr. C.Thangaraju (Chairman), Mr. E.Santhanam, Mrs.R.S. Isabella, Mr. R.Swaminathan and Mr. K.Swaminathan as of 31^st March 2023 and has inter alia formulated a Corporate Social Responsibility Policy. The policy is placed on the website of the Company, https://www.repcohome.com/policies-and-codes

This Committee envisages the activities to be undertaken in pursuance of CSR initiatives. During the year the Company spent a sum of Rs.6.70 Crores towards CSR initiatives including the amount of Rs.2.06 Crores earmarked towards ongoing

projects and has been transferred to a separate bank account within stipulated time as prescribed under Companies Act, 2013. The same will be utilized towards ongoing projects in accordance with the provisions of Companies Act, 2013. The Annual Report on CSR activities forming part of the Directorsâ Report is furnished as Annexure-2 to this report.

Employee Stock Option Scheme:

There are no material changes to Repco Home Finance Limited Employees Stock Option Scheme. The ESOP Scheme is in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014 (the ''SBEB Regulationsâ). The disclosures as required by the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 have been placed on the website of the Company.

The Company has not issued any stock options during FY 2022-23.

Particulars Relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Expenditure

Matters Related to Directors and Key Managerial Personnel

The Company has a diverse and inclusive Board which empowers to protect the interest of all the Stakeholders. The composition of the Board is in accordance with Section 149 of the Act and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with an appropriate combination of Executive, Non-executive and Independent Directors. As of 31^st March, 2023, the Board of Directors of your Company comprised 12 Directors; viz. six (6) Independent Directors out of which two (2) are women Independent Directors, four (4) Non-Executive Directors & Non-Independent Directors and two (2) Executive Directors. The Chairman of the Board is a Non-Executive Director & Non-Independent Director.

Details of Board of Directors along with Key Managerial Personnel as of 31^st March, 2023 is mentioned below:

S.No.	Name of the Director	DIN	Category of Directors
1	Mr. C. Thangaraju	00223383	Chairman, Non-Executive and Non-Independent Director
2	Mrs. Jacintha Lazarus, I.A.S	08995944	Non-Executive and Non-Independent Director
3	Mr. E.Santhanam	01483217	Non-Executive and Non-Independent Director
4	Mrs. R.S.Isabella	06871120	Non-Executive and Non-Independent Director
5	Mrs. Sumithra Ravichandran	08430816	Non-Executive and Independent Director
6	Mr. B.Raj Kumar	05204091	Non-Executive and Independent Director
7	Mr. Mrinal Kanti Bhattacharya	07854294	Non-Executive and Independent Director
8	Mr. R.Swaminathan	09745616	Non-Executive and Independent Director
9	Mr. R.Vaithianathan	05267804	Non-Executive and Independent Director
10	Mrs. Usha Ravi	09788209	Non-Executive and Independent Director
11	Mr. K.Swaminathan	06485385	Managing Director & CEO
12	Mr. N.Balasubramanian	07832970	Wholetime Director
13	Mrs. K.Lakshmi	NA	Chief Financial Officer
14	Mr. Ankush Tiwari	NA	Company Secretary & Chief Compliance Officer

Director(s) Retiring by Rotation:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. C.Thangaraju (DIN 00223383), Non-Executive & Non-Independent Director and Mrs. R.S.Isabella (DIN 06871120), Non-Executive & NonIndependent Director are retiring by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment. The resolution for their re-appointment forms a part of the notice convening the Annual General Meeting. The details pertaining to the re-appointment are elucidated in the explanatory statement to the notice convening the Annual General Meeting.

Appointment of Non-Executive Directors &

Non Independent Directors

During the financial year 2022-23, Mr. C.Thangaraju (DIN 00223383), Nominee Director (Nominee of Repatriates Cooperative Finance and Development Bank Limited) was appointed as Non-Executive & Non Independent Director on 23^rd May, 2022 and Mr. E. Santhanam (DIN 01483217) Nominee Director (Nominee of Repatriates Cooperative Finance and Development Bank Limited) was appointed as Non-Executive & Non-Independent Director on 12^th August, 2022.

Appointment of Non-Executive and Independent Directors

The Board had appointed Mr. R.Subramaniakumar (DIN 07825083) as Non- Executive & Independent Director on 23^rd May, 2022. Mr. R.Subramaniakumar (DIN 07825083) resigned from the directorship of the Company on 14^th June, 2022, due to other full-time professional commitments.

As of 31^st March, 2023 the Company has six Independent Directors on its Board. Mrs. Sumithra Ravichandran was appointed as Non-Executive & Independent Director for a period of 5 years from 01^st April, 2019 upto 31^st March, 2024. Mr. B.Raj Kumar and Mr. Mrinal Kanti Bhattacharya were appointed as Non-Executive & Independent Director for a period of 5 years from 11^th September, 2022 upto 10^th September, 2027. Mr. R.Swaminathan was appointed as Non-Executive & Independent Director for a period of 3 years from 22^nd September, 2022 upto 21^st September, 2025. Mr. R. Vaithianathan and Mrs. Usha Ravi were appointed as Non-Executive & Independent Director for a period of 4 years from 11^th November, 2022 upto 10^th November, 2026.

Cessation of Director

Mr. R.Subramaniakumar (DIN 07825083) resigned from the directorship of the Company on 14^th June, 2022, due to other full-time professional commitments.

Mr. T.Karunakaran (DIN 09280701) ceased as a Wholetime Director of the Company in accordance with the decision of the shareholders taken in the 22^nd Annual general meeting held on 22^nd August, 2022 and his resignation was effective from the conclusion of 22^nd Annual general meeting.

Non-acceptance of Directorship

The Board in its meeting held on 12^th August, 2022 appointed Mr. Ramachandran Rajaraman (DIN 01953653) as an Additional Director in the capacity of a Non-Executive & Independent Director of the Company with effect from 11^th September, 2022.

However he had communicated his non- acceptance of the offer of appointment as Non-Executive & Independent Director of the Company on 08^th September, 2022.

End of tenure of Independent Director

The second term of Mr. T.S.KrishnaMurthy (DIN 00279767), Mr. G.R.Sundaravadivel (DIN 00353590), and Mr. V.Nadanasabapathy (DIN 03140725) as the Non-Executive and Independent Directors of the Company ended on 10^th September, 2022. The term of Mr. K.Sridhar (DIN 00034010) as Non-Executive and Independent Director of the Company ended on 20^th September, 2022.

Declaration of Fit & Proper Criteria:

The details of the number of Board/Committee meetings held are provided in the Report on Corporate Governance which forms part of this report.

Declaration by Independent Directors:

The Independent Directors have given declarations to the Company in terms of Section 149 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 and Regulation 16(1 )(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details of familiarization programmes conducted for Independent Directors are hosted on the website of the Company.

Key Managerial Personnel

The changes in the Key Managerial Personnel of the Company during the year under review is as below:

Statutory Auditors

At the 21^st Annual General Meeting held on

23^rd September, 2021, the shareholders appointed

M/s. Chaturvedi & Co., Chartered Accountants, (Firm Registration No. 302137E) as Statutory Auditors for a term of three consecutive years to hold office from the conclusion of 21^st Annual General Meeting till the conclusion of 24^th Annual General Meeting.

The Statutory Auditors have not made any adverse comments or given any qualification, reservation or adverse remarks in their Audit Report.

Fraud Reported by Auditors

During the year under review, the Statutory Auditors have not reported any instances of fraud committed in the Company by its officers or employees to the Board/Audit Committee under Section 143(12) of the Companies Act, 2013.

Audit and Internal Auditors

The National Housing Bank conducts inspection of your Company on an annual basis. During the year, the NHB conducted regular inspection of your Company during 20^th February, 2023 and 8^th March, 2023, for the position as of 31^st March, 2022.

The Company had appointed Mr. Vaidyanathan Iyer as Internal auditor for FY 2022-23.

The Company has also put in place a well-defined policy on Risk Based Internal Audit (RBIA)

Directors'' Responsibility Statement

a) In the preparation of the annual accounts for the year ended on 31^st March, 2023, the applicable accounting standards have been followed and there are no material departures;

b) The Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended on 31^st March, 2023 and of the profit of the Company for that period;

preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts on an ongoing concern basis;

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

Disclosure under section 43(a)(ii) of the Companies Act, 2013

Disclosure under section 54(1 )(d) of the Companies Act, 2013

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) Market Capitalization and PE ratio

of the Companies (Share Capital and Debenture) Rules, 2014 is required to be furnished.

Disclosure under Rule 8 of the Companies (Accounts) Rules, 2018:

Disclosure under Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

During FY 2022-23, no employee was in receipt of remuneration of Rs.1.02 Crores or more per annum or Rs.8.5 lakh or more per month, as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The ratio of remuneration of each Director to the median of employeesâ 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 and 2016 is given as Annexure -3.

Internal Financial Control Systems

The Company has an Internal Financial Control System, commensurate with the size, scale and complexity of its operations.

The inspections Department and head of internal audit monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board every quarter or at periodic intervals.

Annual Return

In accordance with the Companies Act, 2013, the annual return in the prescribed format is placed on the Companyâs website and can be accessed at https://www.repcohome.com/corporate-governance

Secretarial Audit Report

In addition to the Secretarial Audit Report, Secretarial Compliance report has also been issued by the Secretarial Auditor as per the SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 02^nd February, 2019, and the said report has been submitted to the Stock Exchanges.

Secretarial Standards

Details of Loans Given, Guarantees Given or Security Provided

The provisions contained in Section 186(11) of the Companies Act, 2013, relating to loans, guarantees or securities do not apply to the Company.

Investments

The total investment in Repco Micro Finance Limited (RMFL) (unlisted Associate Company) is Rs.31.60 Crores (3,16,00,000 equity shares of Rs.10/- each).

Subsidiary, Joint Ventures and Associate Companies

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, your Company has prepared Consolidated Financial Statements of the Company which forms part of this Annual Report. Further, a Statement containing salient features of financial statements of the Subsidiary, joint venture entities and associate Companies in the prescribed format AOC-1, pursuant to Section 129(3) of the Companies Act, 2013 and rules made thereunder, is annexed as Annexure-5 to this Report.

Particulars of Contracts or Arrangements with Related Parties Referred to in Section 188(1)

All the related party transactions entered during the year were in ordinary course of business and on armâs length basis. The Company has obtained the shareholdersâ approval for material related party transactions as required under Listing Regulations.

There are no transactions under the ambit of section 188 of the Companies Act, 2013.

The Company presents a statement of all related party transactions before the Audit Committee. The details of such transactions are given in the accompanying financial statements.

Material Changes and Commitments affecting financial position of the Company between 31^st March, 2023 and the date of Board''s Report.

There has been no material changes and commitment, affecting the financial position of the Company which has occurred between the end of the financial year to which the financial statements relate and the date of the report. At this stage the Board does not see any significant adverse impact of Covid-19 on the affairs of the Company.

Management Discussion and Analysis

In accordance with the SEBI (LODR) Regulations, 2015, Management Discussion and Analysis Report for the year under review, is presented in a separate section which forms a part of this report.

Report on Corporate Governance

In accordance with the SEBI (LODR) Regulations, 2015, the report on corporate governance for the year under review is presented in a separate section which forms a part of this report.

Internal Guidelines on Corporate Governance

Performance Evaluation of the Board

For the financial year under review, the details of evaluation of the board is mentioned in Report on Corporate Governance which forms part of Annual Report.

Vigil Mechanism / Whistle Blower Policy

The Board of Directors has approved the vigil mechanism/ whistle blower policy of the Company which provides a framework to promote a responsible and secure whistle blowing. It protects employees wishing to raise a concern about serious irregularities within the Company. It provides for a vigil mechanism to channelize reporting of such instances/ complaints/ grievances to ensure proper governance. The Audit Committee oversees the vigil mechanism. No person was denied access to the Audit Committee to express concerns or reporting grievances under the Whistle Blower Policy and/or vigil mechanism.

During the year under review, no complaint was received under the whistle blower mechanism of the Company.

The Whistle Blower Policy is placed on the website of the Company, https://www.repcohome.com/policies-and-codes

Reporting of Frauds

Pursuant to NHB Circular on Guidelines on Reporting and Monitoring of Frauds in Housing Finance Companies dated 05^th February 2019, the company has reported 8 fraudulent cases (PY - 11 fraudulent cases) to NHB. The Amount related to fraud is Rs. 3.85 Crores (Previous Year - Rs. 2.49 Crores). All efforts are being made to recover the maximum amount possible

Listing

The equity shares of your Company are listed on National Stock Exchange of India Limited and BSE Limited. The listing fees for the financial year 2022-23 have already been paid to the Stock Exchanges. Further, the Annual Listing fees for the year 202324 were duly paid to the above stock exchanges within the stipulated time limit.

Details of non-compliance, penalties, imposed on by any statutory authority

During the financial year 2022-23, the Stock Exchanges (NSE & BSE) have levied a penalty for non-compliance of regulation 17 (1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 amounting to Rs.1,01,480/-each. The company has made its representation before the Stock Exchanges for withdrawal and refund of penalty and the representation is yet to be disposed of by the Stock Exchanges.

Other than the above mentioned penalties, there were no punishments/compounding/ penalties levied by any statutory authority till 31^st March, 2023.

Credit rating

The brief details of the ratings received from credit rating agencies by the Company for its outstanding instruments is given in the annexed ''General Shareholder Informationâ.

Technology Initiatives

All the branches are connected to the Data Centre and Disaster Recovery Centre located in Chennai and Bengaluru respectively through MPLS VPN connectivity for seamless operations. During this financial year, your company has introduced Loan Lifecycle Management System (LLMS) having End-to-End functionalities and facilities. Your company has also implemented Enterprise General Ledger (EGL) integrating with LLMS and that can also be integrated with various other applications to be introduced in future.

Your company is in the final stages of introducing Mobile applications which will be of immense use for Sales, Field Investigation and Collection. Your company is also introducing more customer friendly features in the web site in coming days.

Your company plans to introduce more applications in various operational areas like HR, Audit, etc, which will be integrated with one another as well as with LLMS and EGL wherever required. The Hardware, Software and Network connectivity capabilities have been planned for five more years by considering our future expansion in terms of business, speed and efficiency.

Your company is strengthening more on Information Security in addition to the installation of firewalls at DC, DRC and branches. Further, your company is in the process of establishing Security Operation Centre (SOC), which shall be operational soon.

Your company has robust policies for IT Governance, Information Systems Security and Cyber Security along with Cyber Crisis Management Plan. The Information Systems are being audited by qualified External Auditors periodically to ensure safety of the protocols and data. The staff members are being sensitized periodically on the possible cybercrimes and the preventive measures.

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, regional offices and interviews for recruitments, etc.

Modification of Cash Flow Statement for the financial year ended on 31^st March, 2023

The Company had treated the Finance Cost as part of "Cash Flows from Financing Activities" instead of "Cash Flows from Operating Activities". Since the Company is registered as an NBFC-HFC, the finance cost is to be treated as an operating activity and not a financing activity. Hence, the Company revised the treatment of finance cost in the Cash Flow Statement for FY23, along with comparative figures for FY22. Further, it may be noted that there is no change in the figures and only a revision in the grouping of items in the Cash Flow Statement.

The Board in its meeting held on 4^th August, 2023, approved the amendment made in the Cash Flow Statement for the Financial Year ended 31^st March, 2023 along with comparative figures for the Financial Year ended 31^st March, 2022. Also,

the public disclosure with stock exchanges was made on 4^th August, 2023 in this regard.

Accordingly, the date of signing of financial statement has been changed to 4^th August, 2023.

Update on Environmental, Social, and Governance (ESG):

Globally, ESG is getting more popularity since operational sustainability has become one of the important factors of governance. ESG acquires greater significance in light of the current global trend of achieving financial success along with contributing towards betterment of the society as a whole. It goes without saying that the fair playing field for all participants in the BFSI sector would also be redefined in light of social and environmental impacts. Your company has always been a socially inclusive organization by design. The idea of compassion, integrity, and customer centricity were ingrained into our fundamental tradition from the moment Repco Home Finance Limited (RHFL) was founded, and so began this journey of putting smiles on millions of faces. As a responsible company, we are eager to enhance our knowledge of sustainability and our dedication to it.

Your company provides financing for unbanked, and underserved communities who, despite having a consistent source of income, are unable to obtain credit because they lack the necessary documentation to prove their income. Our goal is to help these individuals realize their dream of home ownership, and over the years, we have established ourselves as the go-to company for first-time homebuyers in urban and semi-urban areas of India. In addition to offering house loans at competitive rate of interest, the Company interacts directly with its customers to address all their queries, encouraging them to get insurance, and understand whether they might be eligible for government subsidies. Your Company is assisting unbanked communities to establish formal credit in this way. Our business strategy is based on the idea of influencing how people will finance houses in the future and enabling them to live better lives.

As we work to increase house ownership in the nation and bring underserved and unbanked communities into the formal credit system, we remain dedicated to deepening our interaction with stakeholders.

Your company has been transparent in corporate governance by making the necessary disclosures. Since the beginning of the

journey, strict adherence to the governance norms has served as the foundation for our growth due to which the company constantly drew the interest of investors from throughout the world.

For the financial year 2022-2023, Business Responsibility and Sustainability Reporting also form part of the Annual Report of your company. This update on ESG should be read along with BRSR which describes how we live out our values while also outlining our environmental, social, and governance (ESG) activities, performance, and strategy for the financial year 2022-2023.

We are dedicated to advancing financial inclusion through financing for affordable housing to the families in the Economically Weaker Section and Low-Income Groups to fulfil their dream of owning a home. The PMAY-CLSS programme, which aims to give subsidies to first-time home buyers from low-income groups, has been heavily supported by RHFL. Our efforts in this area have led to 3,324 customers receiving subsidies of Rs. 81.30 Crores in FY 2022-23.

The workplace and culture of your company is fundamentally based on respect for human rights, equality, and dignity. Senior citizens, differently abled people and people who are illiterate can easily and conveniently avail services of the company through its dedicated workforce. Differently abled people are handled with compassion and given preference over other clients who are visiting the branch when it comes to answering their questions or processing their applications.

We anticipate that all of our value chain partners will conduct themselves with the same moral principles and business practices that the Company upholds.

We have created an environment where Directors and Employees can bring any improper behavior to our attention without fear through a whistleblower/vigilance process which

enables a variety of stakeholders to voice legitimate concerns about unethical behavior, while also protecting those who raises concerns from victimization. Your Company is having zero tolerance for sexual harassment of any kind and established a procedure for handling complaints of sexual harassment at the workplace.

Your company believes in Equal Opportunity and it is ensured that there is no kind of discrimination at work and that women and people with disabilities, as well as people from all social, economic, and cultural backgrounds, are welcomed. Your company believes in equal pay for equal effort and evaluations and promotions based on unbiased standards of merit and performance.

We are dedicated in helping our customers realize their dream of owning a home. To avoid financial burden on the family in case of tragic circumstances like the death of a borrower, we encourage them to purchase insurance. If, for some reasons, the earning borrower had not taken life insurance, we treat the settlement proposals of the legal heirs with compassions.

Your Companyâs main line of business is providing housing finance, hence it is not directly involved in any activities that could have a significant negative impact on the environment. As a responsible company, it is nevertheless mindful of its environmental impact and makes an effort to reduce its GHG emissions wherever feasible.

All new hires who join the company receive induction training to assist them better understand the companyâs goal, vision, and values and to help them fit in with its culture. The Company also arranges various training programs for its employees.

Along with its charitable endeavors through CSR initiatives, your company is also doing its part as a social organization by taking a few modest but important steps for community well-being. During the financial year, the company focused its

Customer-Friendly Initiatives

The practices followed by the Company are transparent, fair and impartial for the clients, customers, borrowers in all branches across the country.

Details of the Companyâs loan products, schemes, charges and other information are provided on the website of the Company.

In consonance with the Master Direction - Non-Banking Financial Company - Housing Finance Company (Reserve Bank) Directions, 2021 (RBI Master Directions), the Fair Practices Code (FPC) and Most Important Terms and Conditions (MITC) are regularly updated and uploaded on the Companyâs website for the ready reference of our customers.

OthersRelated Party Transaction Policy

As required by NHB notification no. NHB.HFC.CG-DIR.l/ MD&CEO/2016 dated 09^th February, 2017, a policy on transactions with Related Parties is given as ''Annexure-6â to this report.

The policy is also placed on the website of the Company https://www.repcohome.com/policies-and-codes

Business Responsibility and Sustainability Report (BRSR)

The Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates inclusion of Business Responsibility and Sustainability Report in the prescribed format, as a part of the Annual Report for top 1000 listed entities based on the market capitalisation. In compliance with the said Regulations, the Business Responsibility and Sustainability Report (BRSR) is provided as a part of this Report as Annexure 7.

Acknowledgements

Your Directors would like to thank Repatriates Co-operative Finance and Development Bank Limited, the promoter, for their continuous support.

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

Your Directors thank the Rating Agencies, viz. ICRA, CARE, the Registrars & Share Transfer Agents, of the Company, Government of Tamil Nadu and respective State Governments, local/ statutory authorities, and all others for their wholehearted support during the year and look forward to their continued support in the years ahead.

Mar 31, 2018

TO THE MEMBERS

The Companyâs financial performance for the financial year ended March 31, 2018, is summarized below:

(Rs in crore)

Particulars	Standalone		Consolidated
	2017-18	2016-17	2017-18	2016-17
Profit Before Tax	314.29	280.17	314.29	280.17
Less : Provision for Taxation
Current Year	102.38	94.00	102.38	94.00
Deferred	5.79	3.92	5.79	3.92
Profit after tax	206.11	182.25	206.11	182.25
Add : Net share of profit from Associate	-	-	9.20	5.40
Add : Balance brought forward from the previous year	235.95	161.26	248.27	169.66
Less: Utilised during the current year for depreciation charged in accordance with Schedule II Companies Act 2013	-	-	-	-
Less: Dividend received from Associate credited to carrying value of investment	-	-	2.25	1.49
Amount available for appropriations	442.06	343.51	461.33	355.83
Appropriations
Transferred to additional reserve U/s 29C of the NHB Act, 1987	41.23	36.46	41.23	36.46
Transferred to Statutory Reserve under Section 36(1)(viii) of the Income Tax Act, 1961 read with Section 29C of National Housing Bank Act, 1987	55.65	51.10	55.65	51.10
Transferred to General Reserve	20.00	20.00	20.00	20.00
Dividend for previous year (including dividend distribution tax)	15.06	-	15.06	-
Balance carried over to Balance Sheet	310.12	235.95	329.39	248.27
Total	442.06	343.51	461.33	355.83
Earnings Per Share:
Basic (Rs.)	32.95	29.13	34.42	30.00
Diluted (Rs.)	32.95	29.13	34.42	30.00

DIVIDEND

Your Directors recommend a dividend of Rs.2.20 per equity share of face value of Rs.10.00 each for the year ended 31 March 2018 as against a dividend of Rs.2 per equity share of face value of Rs.10.00 each for the previous year. The dividend payout ratio for the year is 8.04% (amounting to Rs.16.57 crore, inclusive of Tax on dividend) as against 8.26% (amounting to Rs. 15.06 crore, inclusive of Tax on dividend) in the previous year.

In compliance with requirements stipulated vide SEBI notification no. SEBI/ LAD-NR0/GN/2016-17/008 dated July 8, 2016 and Regulation 43A of the SEBI(LODR) Regulations,2015; the Dividend Distribution Policy of the Company is available on the website of the Company and has been provided as Annexure - 1 to this report.

TRANSFER TO RESERVES

During the year under review, your Company transferred Rs. 20.00 crore to the General Reserve, Rs. 55.65 crore to the Statutory Reserve under Section 36(1)(viii) of the Income Tax Act, 1961 read with Sec 29 C of NHB Act, 1987 and Rs. 41.23 crore to additional reserve under Sec 29C of NHB Act, 1987, out of the amount available for appropriation. An amount of Rs. 310.12 crore is proposed to be retained in the profit and loss account.

CHANGES IN SHARE CAPITAL

During the financial year, there was no change in the Paid up capital of the Company. As at 31st March 2018, the Paid up capital stood at Rs. 62,56,13,620 divided into 6,25,61,362 Equity shares of Rs. 10 each

STATE OF AFFAIRS OF THE COMPANY

The Company endeavors towards adopting the benchmark underwriting practices backed up by robust monitoring and recovery mechanisms. The Company is committed in its efforts towards improving efficiency and service level in its operations.

LENDING OPERATIONS

1) Sanctions

During the year, loan approvals stood at Rs.3,079.26 crore as compared to Rs. 2,875.75 crore in the previous year . The cumulative loan sanctions since inception of the Company stood at Rs. 18,682.58 crore at the end of the financial year 2017-18.

2) Disbursements

During the year under review, the Company disbursed loans to the extent of Rs.2,806.51 crore as against Rs.2,642.39 crore in the previous year. The Cumulative disbursements stood at Rs.17,180.95 crore in respect of 1,35,463 accounts at the end of the financial year 2017-18.

3) Loans Outstanding

The loan book of the Company at the end of financial year 2017-18 was Rs.9,856.78 crore as against Rs.8,939.91 crore in the previous year representing a growth of 10.26%.

NON PERFORMING ASSETS

As of 31 March 2018, the gross NPA of the Company was Rs.282.65 crore (previous year Rs. 232.84 crore) constituting 2.87% (previous year 2.60%) of the total loans outstanding. Net NPA of the Company as at March 31, 2018 was 1.29% as against 1.39% in the corresponding period of the previous year. The NPA provision coverage ratio stood at 55.61% (previous year 47.29%) as at 31st March 2018. The Company carries a provision of Rs.157.17 crore (previous year Rs. 110.11 crore) towards its Non Performing Assets at the end of the financial year 2017-18. During the period under review, the Company has written off Rs.15.77 crore (previous year Rs.0.50 crore) from its books.

REGULATORY COMPLIANCE

The Company is in compliance with the guidelines, circulars and directions of National Housing Bank. The Company is also in compliance with the Companies Act 2013, guidelines, directions and circulars of MCA, SEBI etc. The Company complied with Mandatory Accounting Standards as prescribed under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules 2014, and other related statutory Guidelines / Directions as applicable to the Company from time to time. The Company is registered with the Central Registry of Securitization, Asset Reconstruction and Security Interest of India (CERSAI) and furnishes information in respect of its loans. Compliance of all regulatory guidelines to NHB / other status are periodically reviewed at Audit Committee / Board of the Company.

The Companyâs capital adequacy ratio as on 31 March 2018 was 23.04% (previous year 21.25%) which is well above the prescribed 12% threshold as per NHB Directions. This consisted entirely of Tier 1 capital.

Complying with the provisions of the directions of the National Housing Bank, a provision of Rs2.10 crore (previous year Rs. 5.23 crore) being charged to statement of Profit & Loss Account of the financial year 2017-18 in respect of standard assets and the cumulative provision in respect of standard assets stood at Rs.42.33 crore (previous year Rs. 40.24 crore) as at 31st March 2018.

The company has taken steps to adopt Ind-AS as notified by the MCA.

FINANCIAL RESOURCES REFINANCE FROM NHB

During the year the Company has not availed any refinance facility (previous year Rs. 500 crore) from National Housing Bank. The refinance outstanding at the end of the year was Rs. 942.31crore (previous year Rs. 1,170.10 crore)

TERM LOANS FROM BANKS AND FINANCIAL INSTITUTIONS

The outstanding borrowings from Banks and Financial Institutions (terms loans and overdraft) at the end of the financial year stood at Rs. 5057.70 crore (previous year Rs. 5,255.33 crore).

SECURED NON CONVERTIBLE DEBENTURES

During the year, the company has issued SRNCDs aggregating to Rs. 652 crores (previous year Rs. 385 crores). The outstanding SRNCDs as on 31st March 2018 was Rs.1337 crores (previous year Rs. 785 crores). These instruments have been rated âICRA AA-â by M/s. ICRA Ltd., and âCARE AAâ by M/s. CARE Ltd.,

COMMERCIAL PAPERS

The Companyâs commercial paper is rated A1 by M/s. ICRA Ltd., and CARE Ltd., implying highest safety. During the financial year 2017-18, the Company has raised funds amounting to Rs. 2,350 crores (previous year Rs. 1,400 crores) by way of issuance of commercial paper. After repayments on maturity, the net amount outstanding as at 31st March 2018, was Rs.800 crores. (Previous year NIL).

UNCLAIMED NCDS

According to section 125 of the Companies Act, 2013, NCDs and interest thereon remaining unclaimed and unpaid for a period of seven years from the date they became due are required to be credited to the Investor Education and Protection Fund (IEPF) set up by the Government of India. As at 31 March 2018 there are no non convertible debentures amount or interest thereon remaining unpaid or unclaimed.

DISCLOSURE UNDER HOUSING FINANCE COMPANIES ISSUANCE OF NON CONVERTIBLE DEBENTURES ON PRIVATE PLACEMENT BASIS, (NHB) DIRECTIONS 2014.

There are no Non Convertible Debentures which have not been claimed by the Investors or which were not paid by the Company after the date on which the Non Convertible Debentures became due for redemption. During the year, the company redeemed NCDâs amounting Rs. 100 crore pursuant to maturity. Further the Company has paid the interest on respective due dates.

UNCLAIMED DIVIDENDS

As of 31 March 2018, dividend amounting to Rs.1,35,382 (previous year Rs. 46,432) has not been claimed by the investors. According to section 125 of the Companies Act, 2013 dividends remaining unclaimed for a period of seven years from the date they became due are required to be credited to the Investor Education and Protection Fund (IEPF) set up by the Government of India. In accordance with the Investor Education Fund (Uploading of information regarding unpaid and unclaimed amount lying with the Companies) Rules 2012, the Company has uploaded this information on www.iepf.gov.in and www.repcohome.com/ new_site/unclaimed_dividend.php.

PUBLIC DEPOSITS

The Company has not accepted deposits from the public during the financial year 2017-18.

RISK MANAGEMENT

The Company has in place a risk management policy framework which has been approved by the Board of Directors. The framework identifies various risks faced by the Company and puts in place appropriate mitigants.

The Company has in place a Management & Risk Management committee comprising of Shri K. Sridhar, Shri G.R. Sundaravadivel, Shri. V. Nadanasabapathy and Shri R. Varadarajan.

HUMAN RESOURCES

The objective of human resource development in an organization is to enhance human productivity through progressive and consistent policies in knowledge & skill upgradation and betterment of employment conditions at all levels. Human Resource Managementâs objective is to maximize the return on investment from the organizationâs human capital. It is the responsibility of human resource/ development department in a corporate context to conduct these activities in an effective, legal, impartial and cohesive manner.

Your Company worked tirelessly towards the performance upgradation of its employees by introducing objective performance appraisal mechanism and performance linked incentive structure. Employees are also nominated regularly to attend various training programmes conducted by NHB, ICSI & other capacity building institutions besides in-house training programmes for constant skill upgradation. During the financial year the Company conducted 15 (including online training) in-house training programmes and employees were nominated for 11 external programmes.

The Company provides a professional work environment and maintains a healthy relation with its employees.

As on 31 March 2018, the number of people employed by the Company stood at 785.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of women at the workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed off during the year 2017-18

- No. of complaints received: Nil

- No of complaints disposed off: Not Applicable

PARTICULARS OF EMPLOYEES COVERED UNDER COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL RULES, 2014.

There were no employee who was in receipt of remuneration of Rs 1.02 crore or more per annum.

The annex is available for inspection by the members at the registered office of the Company during business hours on working days up to the date of ensuing Annual General Meeting. Any shareholder interested in obtaining a copy of the said annex may write to the Company Secretary at the registered office of the Company.

CORPORATE SOCIAL RESPONSIBILITY

As per Section 135 of the Companies Act, 2013 and the rules framed thereunder, the Company has in place a Corporate Social Responsibility Committee of Directors comprising of Shri. K. Sridhar, Shri. G.R. Sundaravadivel and Shri. V. Nadanasabapathy and has inter alia formulated a Corporate Social Responsibility Policy.

This Committee envisages the activities to be undertaken in pursuance of CSR initiatives. During the year the Company spent a sum of Rs.0.14 crore towards CSR initiatives. The Annual Report on CSR activities forming part of the Directorsâ Report is furnished as Annexure-2 to this report.

EMPLOYEE STOCK OPTION SCHEME:

The employee stock options have been granted to the eligible employees and the Managing Director in pursuance of âRepco Home Finance Limited Employees Stock Option Scheme -2013â. There are no material changes to this scheme and the said scheme is in compliance with the extant regulations prescribed by the Securities and Exchange Board of India in this regard. The disclosures as prescribed by the âGuidance Note on accounting for employee share based paymentsâ issued by ICAI and the Diluted EPS on issue of shares pursuant to the Scheme in accordance with the Accounting Standard 20- Earnings per shareâ issued by ICAI are disclosed on the website of the Company. The disclosures as required by the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations 2014 have been placed on the website of the Company.

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

Particulars relating to conservation of energy and technology absorption stipulated in the Companies (Accounts) Rules 2014 are not applicable to the Company and further the Company has no foreign exchange earnings but incurred foreign exchange expenditure to the extent of Rs.0.004 crore (previous year Rs. 0.04 crore) towards travelling expenses and Rs. 2.82 crore towards other borrowing costs.

DIRECTORS

In accordance with Section 152 of the Companies Act, 2013, Smt. R.S. Isabella, Director of the Company is liable to retire by rotation at the ensuing annual general meeting and is eligible for reappointment. The resolution for her re-appointment forms a part of the notice convening the Annual General Meeting. The details pertaining to the reappointment are elucidated in the explanatory statement to the notice convening the Annual General Meeting.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 (âListing Regulationsâ).

The details of familiarization programmes conducted for Independent Directors is put up on the website of the Company.

DETAILS OF MANAGERIAL REMUNERATION AS REQUIRED UNDER COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The particulars of managerial remuneration as required by under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure-3.

AUDITORS

At the 17th Annual General Meeting held on 21 September 2017, the members had appointed M/s. S.R. Batliboi & Associates LLP Chartered Accountants (Firm Registration No. 101049W/ E300004) as Statutory Auditors for a term of five years beginning from the conclusion of the 17th Annual General Meeting till the conclusion of the 22nd Annual General Meeting.

The Statutory Auditors have not made any adverse comments or given any qualification, reservation or adverse remarks or disclaimer in their Audit Report.

DIRECTORSâ RESPONSIBILITY STATEMENT

In pursuance of section 134 (3) (C) of the Companies Act, 2013, and based on the information provided by the Management, your Directors hereby confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed;

(b) Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the company as at 31 March 2018 and of the profit and loss of the Company for 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, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts of the Company have been prepared on a going concern basis;

(e) Internal financial controls have been followed by the Company and such internal financial controls are adequate and were operating effectively.

(f) Systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

INTERNAL CONTROL SYSTEMS

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board every quarter or at periodic intervals.

EXTRACTS OF THE ANNUAL RETURN (FORM MGT-9)

In accordance with Sec 134 (3) (a) of the said Act, amended provision, the provisional Annual Return in the prescribed format has been made available on the website of the Company at www.repcohome.com. The extract of Annual return is annexed to this report as Annexure-4.

SECRETARIAL AUDIT REPORT

In accordance with Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, M/s. G Ramachandran & Associates, Company Secretaries were appointed by the Company to undertake Secretarial Audit of the Company. The Secretarial Audit Report is annexed to this report as Annexure-5.

Explanation on comments by the Board on Every qualification, reservation on adverse remark or disclaimer made by Auditor /Secretarial Auditor.

Neither the statutory auditor nor the secretarial auditor have made any qualification, reservation or adverse remark or disclaimer in their respective reports.

DETAILS OF LOANS GIVEN, GUARANTEES GIVEN OR SECURITY PROVIDED

The provisions contained in Section 186(11) of the Companies Act, 2013, relating to loans, guarantees or securities do not apply to the Company.

INVESTMENTS

The Company has investments in the equity of unlisted associate company, Repco Micro Finance Limited to the extent of Rs. 15.60 Crore (1,56,00,000 equity shares of Rs. 10/- each).

SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, your Company has prepared Consolidated Financial Statements of the Company which forms part of this Annual Report. Further, a Statement containing salient features of financial statements of the Subsidiary, joint venture entities and associate Companies in the prescribed format AOC-1, pursuant to Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is annexed as Annexure-6 to this Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1)

The Company presents a statement of all related party transactions before the Audit Committee. The details of such transactions are given in the accompanying financial statements.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY BETWEEN 31ST MARCH 2018 AND THE DATE OF BOARDâS REPORT.

The Company does not have any subsidiary. There has been no change in the nature of business of the Company. No significant or material Orders have been passed by the regulators or Courts or Tribunals impacting the going concern status of the Company and / or the Companyâs operations in future.

MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with the SEBI (LODR) Regulations, 2015, Management Discussion and Analysis Report for the year under review, is presented in a separate section which forms a part of this report.

REPORT ON CORPORATE GOVERNANCE

In accordance with the SEBI (LODR) Regulations, 2015, the report on corporate governance for the year under review is presented in a separate section which forms a part of this report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Board of Directors has approved the vigil mechanism/ whistle blower policy of the Company which provides a framework to promote a responsible and secure whistle blowing. It protects employees wishing to raise a concern about serious irregularities within the Company. It provides for a vigil mechanism to channelize reporting of such instances/ complaints/ grievances to ensure proper governance. The Audit Committee oversees the vigil mechanism. No employee has been denied access to the Audit Committee. The policy is placed on the website of the Company, www.repcohome.com/new_site/corporate_ governance.php.

LISTING

The shares of your Company are listed at National Stock Exchange Limited and Bombay Stock Exchange Limited. Listing fee has already been paid for the financial year 2018-19.

DETAILS OF NON-COMPLIANCE, PENALTIES, IMPOSED ON BY ANY STATUTORY AUTHORITY

Pursuant to the inspection observations with reference to the financial position of the Company as at 31-03-2016, National Housing Bank levied penalty aggregating to Rs.35,000/- and GST thereon, with respect to the contraventions on (i) Income Recognition (Para-22); (ii) Assets Classification (Para-27); (iii) LTV Norms (Para-27A) (iv) Assigning wrong risk-weight resulting in incorrect CAR computation (Para-30); (v) Shortfall in Provisioning (Para-28) of the Housing Finance Companies (NHB) Directions 2010 and also (vi) disbursement of loans on the property for which the approved plan was not available (Policy Circular No.18) (vii) Guidelines on Fair Practices Code.

OTHERS Related Party Transaction Policy

As required by NHB notification no. NHB.HFC.CG-DIR.1/ MD&CEO/2016 dated February 9, 2017, a policy on Transactions with Related Parties is given as âAnnexure-7â to this report.

Business Responsibility Reporting

In accordance with the requirement under Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) (LODR) Regulations, 2015, Business Responsibility Report forms part of the Directorsâ Report and is annexed as Annexure-8â to this report.

ACKNOWLEDGEMENTS

The Directors of your Company wish to place on record their sincere gratitude to the National Housing Bank and its Executives for continuous guidance and support. We also record our gratitude to our bankers, financial institutions and insurance companies for their continued trust, support and assistance given to the Company.

The Board places on record its sincere gratitude to Ministry of Home Affairs, GOI, SEBI, NSE, BSE, Department of Company Affairs, REPCO Bank, shareholders, Government, local/statutory authorities, customers and all the other stakeholders for their patronage and support for the achievements by the Company despite the most competitive environment in the market.

For and on behalf of the Board of Directors

Date : August 13, 2018 (T.S. KrishnaMurthy)

Place : Chennai Chairman

Mar 31, 2017

TO THE MEMBERS

The Company''s financial performance for the financial year ended March 31, 2017, is summarized below:

(Rs in crore)

Particulars	Standalone		Consolidated
Particulars	2016-17	2015-16	2016-17	2015-16
Profit Before Tax	280.17	230.08	280.17	230.08
Less : Provision for Taxation Current Year Deferred	94.00 3.92	74.22 5.78	94.00 3.92	74.22 5.78
Profit after tax	182.25	150.08	182.25	150.08
Add : Net share of profit from Associate	-	-	5.40	3.98
Add : Balance brought forward from the previous year	161.26	115.60	169.67	120.78
Less: Utilised during the current year for depreciation charged in accordance with Schedule II Companies Act 2013	-	-	-	-
Less: Dividend received from Associate credited to carrying value of investment	-	-	1.49	0.75
Amount available for appropriations	343.51	265.68	355.83	274.09
Appropriations
Transferred to additional reserve U/s 29C of the NHB Act, 1987	36.46	30.02	36.46	30.02
Transferred to Statutory Reserve under Section 36(1) (viii) of the Income Tax Act, 1961 read with Section 29C of National Housing Bank Act, 1987	51.10	40.85	51.10	40.85
Transferred to General Reserve	20.00	20.00	20.00	20.00
Proposed Equity Dividend	-	11.26	-	11.26
Tax on Dividends	-	2.29	-	2.29
Balance carried over to Balance Sheet	235.95	161.26	248.27	169.67
Total	343.51	265.68	355.83	274.09
Earnings Per Share:
Basic (Rs.)	29.13	24.04	30.00	24.68
Diluted (Rs.)	29.13	24.03	30.00	24.66

Your Directors recommend a dividend of Rs.2 per equity share of face value of Rs.10.00 each for the year ended 31 March 2017 as against a dividend of Rs.1.80 per equity share of face value of Rs.10.00 each for the previous year. The dividend payout ratio for the year is 8.26% (amounting to Rs 15.06 crore, inclusive of Tax on dividend) as against 9.03% (amounting to Rs.13.55 crore, inclusive of Tax on dividend) in the previous year.

In compliance with requirements stipulated vide SEBI notification no. SEBI/ LAD-NRO/GN/2016-17/008 dated July

8, 2016 and Regulation 43A of the SEBI (LODR) Regulations, 2015; the Dividend Distribution Policy of the Company is available on the website of the Company, www.repcohome. com/new_site/corporate_governance.php.

TRANSFER TO Reserves

During the year under review, your Company transferred Rs. 20 crore to the General Reserve, Rs. 51.10 crore to the Statutory Reserve under Section 36(1)(viii) of the Income Tax Act, 1961 read with Sec 29 C of NHB Act, 1987 and Rs.36.46 crore to additional reserve under Sec 29C of NHB Act, 1987, out of the amount available for appropriation. An amount of Rs. 235.95 crore is proposed to be retained in the profit and loss account.

CHANGES IN SHARE CAPITAL

During the financial year, the paid up capital increased consequent to the allotment of 19,925 equity shares of face value of Rs.10 each upon exercise of employee stock options under ESOS (Phase-I and Phase-II). Consequently, the equity share capital of the Company has increased from Rs. 62,54,14,370 divided into 6,25,41,437 Equity shares of Rs. 10 each to Rs. 62,56,13,620 divided into 6,25,61,362 Equity shares of Rs. 10 each.

STATE OF AFFAIRS OF THE COMPANY

The Company endeavors towards adopting the benchmark underwriting practices backed up by robust monitoring and recovery mechanisms. The Company''s committed in its efforts towards improving efficiency and service level in its operations.

LENDING OPERATIONS

1) Sanctions

During the year, loan approvals stood at Rs. 2,875.75 crore as compared to Rs.3082.76 crore in the previous year . The cumulative loan sanctions since inception of the Company stood at Rs. 15,603.32 crore at the end of the financial year 2016-17.

2) Disbursements

During the year under review, the Company disbursed loans to the extent of Rs.2,642.39 crore as against Rs.2,851.20 crore in the previous year. The Cumulative disbursements stood at Rs. 14,374.43 crore in respect of 1,17,185 accounts at the end of the financial year 2016-17.

3) Loans Outstanding

The loan book of the Company at the end of financial year 2016-17 was Rs.8,939.91 crore as against Rs.

7,691.19 crore in the previous year representing a growth of 16.24%.

NON PERFORMING ASSETS

As of 31 March 2017, the gross NPA of the Company was Rs. 232.84 crore (previous year Rs. 100.87 crore) constituting 2.60% (previous year 1.31%) of the total loans outstanding. Net NPA of the Company as at March 31, 2017 was 1.39% as against 0.48% in the corresponding period of the previous year. The NPA provision coverage ratio stood at 47.29% (previous year 63.54%) as at 31st March 2017. The Company carries a provision of Rs.110.10 crore (previous year Rs.64.10 crore) towards its Non Performing Assets at the end of the financial year 2016-17. During the period under review, the Company has written off Rs.0.50 crore (previous year Rs.0.34 crore) in respect of loans where recovery had been rendered impracticable.

REGULATORY COMPLIANCE

2014, and other related statutory Guidelines / Directions as applicable to the Company from time to time. The Company is registered with the Central Registry of Securitization, Asset Reconstruction and Security Interest of India (CERSAI) and furnishes information in respect of its loans. Compliance of all regulatory guidelines to NHB / other status are periodically reviewed at Audit Committee / Board of the Company.

The Company''s capital adequacy ratio as on 31 March 2017 was 21.25% (previous year 20.77%) which is well above the prescribed 12% threshold as per NHB Directions. This consisted entirely of Tier 1 capital.

As per the directions of the National Housing Bank, a provision of Rs. 5.23 crore (previous year Rs.9.52 crore) being charged to statement of Profit & Loss Account of the financial year 2016-17 in respect of standard assets and the cumulative provision in respect of standard assets stood at Rs.40.24 crore (previous year Rs. 35.01 crore) as at 31st March 2017.

FINANCIAL RESOURCES REFINANCE FROM NHB

During the year the Company had availed a refinance of Rs. 500 crore from National Housing Bank. The refinance outstanding at the end of the year was Rs. 1,170.10 crore (previous year Rs.910.94 crore)

TERM LOANS FROM BANKS AND FINANCIAL INSTITUTIONS

The outstanding borrowings from Banks and Financial Institutions (terms loans and overdraft) at the end of the financial year stood at Rs. 5,255.33 crore (previous year Rs. 5,226.97 crore).

SECURED NON Convertible DEBENTURES

In its continuing efforts to reduce the cost of fund, the Company during the year, the company has issued SRNCDs aggregating to Rs.385 crores (previous year Rs.300 crores). The outstanding SRNCDs as on 31st March 2017 was Rs. 785 crores (previous year Rs.400 crores). These instruments have been rated "ICRA AA-" by M/s. ICRA Ltd., and "CARE AA" by M/s. CARE Ltd.,

COMMERCIAL PAPERS

The Company''s commercial paper is rated A1 by M/s. ICRA Ltd., and CARE Ltd., implying highest safety. During the financial year 2016-17, the Company has raised funds amounting to Rs. 1,400 crores (previous year Rs.1250 crores) by way of issuance of commercial paper. After repayments on maturity, the net amount outstanding as at 31st March 2017, was Rs.350 crores. (Previous year NIL).

UNCLAIMED NCDS

According to section 125 of the Companies Act, 2013, NCDs and interest thereon remaining unclaimed and unpaid for a period of seven years from the date they became due are required to be credited to the Investor Education and Protection Fund (IEPF) set up by the Government of India. As at 31 March 2017 there are no non convertible debentures amount or interest thereon remaining unpaid or unclaimed.

Disclosure under Housing Finance Companies issuance of Non Convertible Debentures on private placement basis, (NHB) Directions 2014.

There are no Non Convertible Debentures which have not been claimed by the Investors or which were not paid by the Company after the date on which the Non Convertible Debentures became due for redemption. There were no NCDs falling due for redemption in FY 2016-17. Further the Company has paid the interest on respective due dates.

UNCLAIMED Dividends

As of 31 March 2017, dividend amounting to Rs. 46,432 (previous year Rs.38,378) has not been claimed by the investors. According to section 125 of the Companies Act,

2013 dividends remaining unclaimed for a period of seven years from the date they became due are required to be credited to the Investor Education and Protection Fund (IEPF) set up by the Government of India. In accordance with the Investor Education Fund (Uploading of information regarding unpaid and unclaimed amount lying with the Companies) Rules 2012, the Company has uploaded this information on www.iepf.gov.in and www.repcohome.com/ new_site/unclaimed_dividend.php.

PUBLIC DEPOSITS

The Company has not accepted deposits from the public during the financial year 2016-17.

RISK MANAGEMENT

The Company has in place a risk management policy framework which has been approved by the Board of Directors. The framework codifies the various risks and the methodologies to ensure such risks are mitigated. The Company has in place a Management & Risk Management Committee comprising of Shri. Thomas Paul Diamond (Chairman), Shri. G.R. Sundaravadivel (Director), Shri. V. Nadanasabapathy (Director) and Shri. R. Varadarajan (Managing Director).

HUMAN RESOURCES

The objective of human resource development in an organization is to enhance human productivity through progressive and consistent policies in knowledge & skill up gradation and betterment of employment conditions at all levels. Human Resource Management''s objective is to maximize the return on investment from the organization''s human capital. It is the responsibility of human resource/ development department in a corporate context to conduct these activities in an effective, legal, impartial and cohesive manner.

Your Company worked tirelessly towards the performance up gradation of its employees by introducing objective performance appraisal mechanism and performance linked incentive structure. Employees are also nominated regularly to attend various training programmes conducted by NHB, ICSI& other capacity building institutions besides in-house training programmes for constant skill up gradation. During the financial year the Company conducted 14 in-house training programmes and employees were nominated for 7 external programmes.

The Company provides a professional work environment and maintains a healthy relation with its employees.

As on 31 March 2017, the number of people employed by the Company stood at 670.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of women at the workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed off during the year 2016-17.

- No. of complaints received: NIL

- No of complaints disposed off: NOT APPLICABLE

PARTICULARS OF EMPLOYEES COVERED UNDER COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL RULES, 2014.

There were no employee who was in receipt of remuneration of Rs 1.02 crore or more per annum.

In accordance with the provisions of section 197 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, the name and other particulars of such employees are set out in the annex to the Directors'' Report. However, as per the provisions of section 136 of the Companies Act, 2013, the Directors'' Report is being sent to all shareholders of the Company excluding the annex. The annex is available for inspection by the members at the registered office of the Company during business hours on working days up to the date of ensuing Annual General Meeting. Any shareholder interested in obtaining a copy of the said annex may write to the company secretary at the registered office of the Company.

CORPORATE SOCIAL RESPONSIBILITY

As per Section 135 of the Companies Act, 2013 and the rules framed there under, the Company has in place a Corporate Social Responsibility Committee of Directors comprising of Shri. Thomas Paul Diamond-Chairman, Shri. G.R. Sundaravadivel and Shri. V. Nadanasabapathy and has inter alia formulated a Corporate Social Responsibility Policy.

This Committee envisages the activities to be undertaken in pursuance of CSR initiatives. During the year the Company spent a sum of Rs. 0.19 crore towards CSR initiatives. The Annual Report on CSR activities forming part of the Directors'' Report is furnished as Annexure-1 to this report.

EMPLOYEE STOCK OPTION SCHEME:

The employee stock options granted to the employees operate under the RHFl-ESOP Scheme 2013. No stock options were granted during the year. There are no material changes to this scheme and the said scheme is in compliance with the extant regulations prescribed by the Securities and Exchange Board of India in this regard. The disclosures as prescribed by the "Guidance Note on accounting for employee share based payments" issued by ICAI and the Diluted EPS on issue of shares pursuant to the Scheme in accordance with the Accounting Standard 20- Earnings per share" issued by ICAI are disclosed on the website of the Company. The disclosures as required by the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations 2014 have been placed on the website of the Company.

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

Particulars relating to conservation of energy and technology absorption stipulated in the Companies (Accounts) Rules 2014 are not applicable to the Company and further the Company has no foreign exchange earnings but incurred foreign exchange expenditure to the extent of Rs.0.04 crore (previous year Rs.0.13 crore) towards travelling and other foreign expenses.

DIRECTORS

In accordance with Section 152 of the Companies Act, 2013, Shri. L. Munishwar Ganesan, Director of the Company is liable to retire by rotation at the ensuing annual general meeting and is eligible for reappointment. The resolution for his re-appointment forms a part of the notice convening the Annual General Meeting. The details pertaining to the re-appointment are elucidated in the explanatory statement to the notice convening the Annual General Meeting.

The details of familiarization programmes to Independent Directors is put up on the website of the Company.

DETAILS OF MANAGERIAL REMUNERATION AS REQUIRED UNDER COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The particulars of managerial remuneration as required by under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure-2.

AUDITORS

In accordance with the requirement of the Companies Act, 2013 the current statutory auditors, M/s. R. Subramanian And Company LLB, current statutory auditors hold office up to the conclusion of the ensuing annual general meeting. As per the provisions of Section 139 of the Companies Act, 2013, the firm is not eligible for re-appointment. The Board of Directors places on record its appreciation for the services rendered by them.

The Board of Directors of the Company on the recommendation of the Audit Committee, has considered and recommended the appointment of M/s. S.R. Batliboi LLP Associates as statutory auditors for a term of five years beginning from the 17th Annual General Meeting to 22nd Annual General meeting subject to the approval of the members at the ensuing annual general meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

In pursuance of section 134 (3) (C) of the Companies Act, 2013, and based on the information provided by the Management, your Directors hereby confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed;

b) Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the company as at 31 March 2017 and of the profit and loss of the Company for 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, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The annual accounts of the Company have been prepared on a going concern basis;

e) Internal financial controls have been followed by the Company and such internal financial controls are adequate and were operating effectively.

f) Systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

INTERNAL CONTROL SYSTEMS

EXTRACTS OF THE ANNUAL RETURN (FORM MGT-9)

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and

Administration) Rules, 2014, an extract of annual return in MGT 9 is annexed as a part of this report (Annexure-3).

SECRETARIAL AUDIT REPORT

Explanation on comments by the Board on Every qualification, reservation on adverse remark or disclaimer made by Auditor /Secretarial Auditor.

Neither the statutory auditor nor the secretarial auditor have made any qualification, reservation or adverse remark or disclaimer in their respective reports.

DETAILS OF LOANS GIVEN, GUARANTEES GIVEN OR SECURITY PROVIDED

The provisions contained in Section 186(11) of the Companies Act, 2013, relating to loans, guarantees or securities do not apply to the Company.

INVESTMENTS

The Company has investments in the equity of unlisted associate company, Repco Micro Finance Limited to the extent of Rs.15.60 Crore (1,56,00,000 equity shares of Rs.10/-each).

SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, your Company has prepared Consolidated Financial Statements of the Company which forms part of this Annual Report. Further, a Statement containing salient features of financial statements of the Subsidiary, joint venture entities and associate Companies in the prescribed format AOC-1, pursuant to Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is annexed as Annexure-5 to this Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1)

The Company presents a statement of all related party transactions before the Audit Committee. The details of such transactions are given in the accompanying financial statements.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY BETWEEN 31ST MARCH 2017 AND THE DATE OF BOARD''S REPORT.

MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with the SEBI (LODR) Regulations, 2015, Management Discussion and Analysis Report for the year under review, is presented in a separate section which forms a part of this report.

REPORT ON CORPORATE GOVERNANCE

In accordance with the SEBI (LODR) Regulations, 2015, the report on corporate governance for the year under review is presented in a separate section which forms a part of this report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Board of Directors has approved the vigil mechanism/ whistle blower policy of the Company which provides a framework to promote a responsible and secure whistle blowing. It protects employees wishing to raise a concern about serious irregularities within the Company. It provides for a vigil mechanism to channelize reporting of such instances/ complaints/ grievances to ensure proper governance. The Audit Committee oversees the vigil mechanism. No employee has been denied access to the Audit Committee. The policy is placed on the website of the Company, www.repcohome.com/new_site/corporate_ governance.php.

LISTING

The shares of your Company are listed at National Stock Exchange Limited and Bombay Stock Exchange Limited. Listing fee has already been paid for the financial year 2016-17.

OTHERS

The Dividend Distribution Policy of the Company is available on the website of the Company, www.repcohome.

com/new_site/corporate_governance.php and forms part of this report as Annexure -6 to this report.

As required by NHB notification no. NHB.HFC.CG-DIR.1/ MD&CEO/2016 dated February 9, 2017, a policy on Transactions with Related Parties is given as ''Annexure-7'' to this report.

BUSINESS RESPONSIBILITY REPORTING

In accordance with the requirement under Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) (LODR) Regulations, 2015, Business Responsibility Report forms part of the Directors'' Report and is annexed as ''Annexure-8'' to this report.

NHB''S OBSERVATION

National Housing Bank vide its letters number NHB(ND)/ DRS/Sup./3614/2016-17 dated April 7, 2017 and NHB(ND)/ DRS/Sup.7632/2017-18 dated July 21, 2017 with reference to the inspection pertaining to the position as of 31-3-2016, advised that the company''s Net Owned Fund (NOF) and Capital Adequacy Ratio (CAR) was Rs. 913.25 crore and 20.70% respectively as against Rs. 915.95 crore and 20.77% worked out by the company as on that date. The difference was attributed to additional provisioning due to reclassification of advances with consequential reversal of income and netting the provisions made towards standard advances etc.

ACKNOWLEDGEMENTS

For and on behalf of the Board of Directors

Date : August 4, 2017 (T.S. KrishnaMurthy)

Place : Chennai Chairman

Mar 31, 2016

The Company''s financial performance for the financial year ended March 31, 2016, is summarized below:

(Rs in crore)

Particulars Standalone Consolidated 2015-16 2014-15 2015-16 2014-15

Profit Before Tax 230.08 186.17 230.08 186.17

Less : Provision for Taxation

Current Year 74.22 55.92 74.22 55.92

Deferred 5.78 7.17 5.78 7.17

Profit after tax 150.08 123.08 150.08 123.08

Add : Net share of profit from Associate - - 3.98 2.26

Add : Balance brought forward from the previous year 115.60 89.79 120.78 93.20

Less: Utilised during the current year for depreciation - 0.21 - 0.21 charged in accordance with Schedule II Companies Act 2013

Less: Dividend received from Associate credited to - - 0.75 0.49 carrying value of investment

Amount available for appropriations 265.68 212.66 274.09 217.84

Appropriations

Transferred to additional reserve U/s 29C of the NHB Act, 1987 30.02 24.62 30.02 24.62

Transferred to Statutory Reserve under Section 36(1) 40.85 41.13 40.85 41.13 (viii) of the Income Tax Act, 1961 read with Section 29C of National Housing Bank Act, 1987

Transferred to General Reserve 20.00 20.00 20.00 20.00

Proposed Equity Dividend 11.26 9.35 11.26 9.35

Tax on Dividends 2.29 1.96 2.29 1.96

Balance carried over to Balance Sheet 161.26 115.60 169.67 120.78

Total 265.68 212.66 274.09 217.84

Earnings Per Share:

Basic (Rs.) 24.04 19.78 24.68 20.14

Diluted (Rs.) 24.03 19.71 24.66 20.04

DIVIDEND

Your Directors recommend a dividend of Rs.1.80 per equity share of face value of Rs.10.00 each for the year ended 31 March 2016 as against a dividend of Rs.1.50 per equity share of face value of Rs.10.00 each for the previous year. The dividend payout ratio for the year is 9.03% (amounting to Rs.13.55 crore, inclusive of Tax on dividend) as against 9.19% (amounting to Rs.11.31 crore, inclusive of Tax on dividend) in the previous year.

In compliance with requirements stipulated vide SEBI notification no. SEBI/ LAD-NRO/GN/2016-17/008 dated July 8, 2016; the Dividend Distribution Policy of the Company is available on the website of the Company, www.repcohome.com/new_site/corporate_governance. php

TRANSFER TO RESERVES

During the year under review, your Company transferred Rs.20 crore to the General Reserve, Rs.40.85 crore to the Statutory Reserve under Section 36(1)(viii) of the Income Tax Act, 1961 read with Sec 29 C of NHB Act, 1987 and Rs. 30.02 crore to additional reserve under Sec 29C of NHB Act, 1987, out of the amount available for appropriation. An amount of Rs. 161.26 crore is proposed to be retained in the profit and loss account.

CHANGES IN SHARE CAPITAL

During the financial year, the paid up capital increased consequent to the allotment of 1,83,790 equity shares of face value of Rs.10 each upon exercise of employee stock options under ESOP (Phase-I and Phase-II). Consequently, the equity share capital of the Company has increased from Rs.62,35,76,470 divided into 6,23,57,647 Equity shares of Rs. 10 each to Rs.62,54,14,370 divided into 6,25,41,437 Equity shares of Rs. 10 each.

STATE OF AFFAIRS OF THE COMPANY

The Company endeavors towards adopting the benchmark underwriting practices backed up by robust monitoring and recovery mechanisms. The Company''s committed in its efforts towards improving efficiency and service level in its operations.

LENDING OPERATIONS

1) Sanctions

During the year, loan approvals stood at Rs.3,082.76 crore as compared to Rs.2,398.88 crore in the previous year registering a growth of 28.51%. The cumulative loan sanctions since inception of the Company stood at Rs.12,727.57 crore at the end of the financial year 2015-16.

2) Disbursements

During the year under review, the Company disbursed loans to the extent of Rs. 2,851.20 crore as against Rs.2,181.15 crore in the previous year, a growth of 30.72%. The Cumulative disbursements stood at Rs.11,732.04 crore in respect of 1,00,854 accounts at the end of the financial year 2015-16.

3) Loans Outstanding

The loan book of the Company at the end of financial year 2015-16 was Rs.7,691.19 crore as against Rs.6,012.92 crore in the previous year representing a growth of 27.91%.

NON PERFORMING ASSETS

As of 31 March 2016, the gross NPA of the Company was Rs.100.87crore (previous year Rs.79.12 crore) constituting 1.31% (previous year 1.32%) of the total loans outstanding. Net NPA of the Company as at March 31, 2016 was 0.48% as against 0.50% in the corresponding period the previous year. The NPA provision coverage ratio stood at 63.54% (previous year 62.37%) as at 31st March 2016. The Company carries a provision of Rs.64.10 crore (previous year Rs.49.34 crore) towards its Non Performing Assets at the end of the financial year 2015-16. During the period under review, the Company has written off Rs.0.34 crore (previous year Rs.0.13 crore) in respect of loans where recovery had been rendered impracticable.

REGULATORY COMPLIANCE

The Company is in compliance with the guidelines, circulars and directions of National Housing Bank. The Company is also in compliance with the Companies Act 2013, guidelines, directions and circulars of MCA, SEBI etc. The Company complied with Mandatory Accounting Standards as prescribed under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules 2014, and other related statutory Guidelines / Directions as applicable to the Company from time to time. The Company is registered with the Central Registry of Securitization, Asset Reconstruction and Security Interest of India (CERSAI) and furnishes information in respect of its loans. Compliance of all regulatory guidelines to NHB / other status are periodically reviewed at Audit Committee / Board of the Company.

The Company''s capital adequacy ratio as on 31 March 2016 was 20.77% (previous year 20.26%) which is well above the prescribed 12% threshold as per NHB Directions. This consisted entirely of Tier 1 capital.

As per the directions of the National Housing Bank, a provision of Rs. 9.52 crore (previous year Rs.5.76 crore) being charged to statement of Profit & Loss Account of the financial year 2015-16 in respect of standard assets and the cumulative provision in respect of standard assets stood at Rs. 35.01 crore (previous year Rs. 25.49 crore) as at 31st March 2016.

FINANCIAL RESOURCES REFINANCE FROM NHB

During the year the Company had received a refinance sanction of Rs. 500 crore (previous year Rs. 300 crore) from National Housing Bank. The refinance outstanding at the end of the year was Rs. 910.94 crore (previous year Rs.1,094.80 crore)

TERM LOANS FROM BANKS AND FINANCIAL INSTITUTIONS

The outstanding bank borrowings (terms loans and overdraft) at the end of the financial year stood at Rs.5,226.97 crore (previous year Rs. 3,849.63 crore).

SECURED NON CONvERTIBLE DEBENTURES

In its continuing efforts to reduce the cost of fund, the Company during the year, started mobilising funds through issuing Secured, Redeemable, Non- Convertible, Non-Cumulative, Taxable Debentures (SRNCD) and Commercial Paper (CP). During the year, the Company has issued SRNCDs aggregating to Rs.300 crore (previous year Rs.100 crore). The out- standing SRNCDs as on 31st March 2016 was Rs.400 crore (previous year Rs.100 crore). These instruments have been rated "ICRA AA-" by M/s.ICRA Ltd., and "CARE AA" by M/s.CARE Ltd.,

COMMERCIAL PAPERS

The Company''s commercial paper is rated A1 by M/s. ICRA Ltd., and CARE Ltd., implying highest safety. During the financial year 2015-16, the Company has raised funds amounting to Rs.1250 crore (previous year Rs.110 crore) by way of issuance of commercial paper. After repayments on maturity, the net amount outstanding as at 31st March 2016, was NIL. (Previous year Rs.60.00 crore).

UNCLAIMED NCDS

According to section 125 of the Companies Act, 2013, NCDs and interest thereon remaining unclaimed and unpaid for a period of seven years from the date they became due are required to be credited to the Investor Education and Protection Fund (IEPF) set up by the Government of India. As at 31 March 2016 there are no non convertible debentures amount or interest thereon remaining unpaid or unclaimed.

DISCLOSURE UNDER HOUSING FINANCE COMPANIES ISSUANCE OF NON CONVERTIBLE DEBENTURES ON PRIVATE PLACEMENT BASIS, (NHB) DIRECTIONS 2014.

There are no Non Convertible Debentures which have not been claimed by the Investors or which were not paid by the Company after the date on which the Non Convertible Debentures became due for redemption. There were no NCDs falling due for redemption in FY 2015-16. Further the Company has paid the interest on respective due dates.

UNCLAIMED DIVIDENDS

As of 31 March 2016, dividend amounting to Rs.38,378 (previous year Rs.25,673) has not been claimed by the investors. According to section 125 of the Companies Act , 2013 dividends remaining unclaimed for a period of seven years from the date they became due are required to be credited to the Investor Education and Protection Fund (IEPF) set up by the Government of India. In accordance with the Investor Education Fund (Uploading of information regarding unpaid and unclaimed amount lying with the Companies) Rules 2012, the Company has uploaded this information on www.iepf.gov.in and www.repcohome.com/new_site/ unclaimed_dividend.php.

PUBLIC DEPOSITS

The Company has not accepted deposits from the public during the financial year 2015-16.

RISK MANAGEMENT

The Company has in place a risk management policy framework which has been approved by the Board of Directors. The framework codifies the various risks and the methodologies to ensure such risks are mitigated. The Company has in place a Management & Risk Management Committee comprising of Shri. Thomas Paul Diamond (Chairman), Shri. G.R. Sundaravadivel (Director), Shri. V. Nadanasabapathy (Director) and Shri. R. Varadarajan (Managing Director).

HUMAN RESOURCES

The objective of human resource development in an organization is to enhance human productivity through progressive and consistent policies in knowledge & skill upgradation and betterment of employment conditions at all levels. Human Resource Management''s objective is to maximize the return on investment from the organization''s human capital. It is the responsibility of human resource/development department in a corporate context to conduct these activities in an effective, legal, impartial and cohesive manner.

Your Company worked tirelessly towards the performance upgradation of its employees by introducing objective performance appraisal mechanism and performance linked incentive structure. Employees are also nominated regularly to attend various training programmes conducted by NHB, ICSI & other capacity building institutions besides in-house training programmes for constant skill upgradation. During the financial year the Company conducted 5 in-house training programmes and employees were nominated for 8 external programmes.

The Company provides a professional work environment and maintains a healthy relation with its employees. As on 31 March 2016, the number of people employed by the Company stood at 619.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of women at the workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.The following is a summary of sexual harassment complaints received and disposed off during the year 2015-16

a. No. of complaints received: 1

b. No of complaints disposed off: 1

CORPORATE SOCIAL RESPONSIBILITY

As per Section 135 of the Companies Act, 2013 and the rules framed thereunder, the Company has in place a Corporate Social Responsibility Committee of Directors comprising of Shri. Thomas Paul Diamond-Chairman, Smt.SanjeevaneeKutty, I.A.S., Shri.G.R.Sundaravadivel and Shri. V. Nadanasabapathy and has inter alia formulated a Corporate Social Responsibility Policy.

This Committee envisages the activities to be undertaken in pursuance of CSR initiatives. During the year the Company spent a sum of Rs.0.24 crore towards CSR initiatives. The Annual Report on CSR activities forming part of the Directors'' Report is furnished as Annexure-1 to this report.

EMPLOYEE STOCK OPTION SCHEME:

The employee stock options have been granted to the eligible employees and the Managing Director in pursuance of "Repco Home Finance Limited Employees Stock Option Scheme - 2013". There are no material changes to this scheme and the said scheme is in compliance with the extant regulations prescribed by the Securities and Exchange Board of India in this regard. The disclosures as prescribed by the "Guidance Note on accounting for employee share based payments" issued by ICAI and the Diluted EPS on issue of shares pursuant to the Scheme in accordance with the Accounting Standard 20- Earnings per share" issued by ICAI are disclosed on the website of the Company. The disclosures as required by the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations 2014 are furnished as Annexure 2 to this report.

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

Particulars relating to conservation of energy and technology absorption stipulated in the Companies (Accounts) Rules 2014 are not applicable to the Company and further the Company has no foreign exchange earnings but incurred foreign exchange expenditure to the extent of Rs.0.13 crore (previous year Rs.0.10 crore) towards travelling and other foreign expenses.

DIRECTORS

In accordance with Section 152 of the Companies Act, 2013, Smt. Sanjeevanee Kutty, I.A.S, Director of the Company is liable to retire by rotation at the ensuing annual general meeting and is eligible for reappointment. The resolution for her re-appointment forms a part of the notice convening the Annual General Meeting. The details pertaining to the re-appointment are elucidated in the explanatory statement to the notice convening the Annual General Meeting.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations'').

The details of familiarization programmes to Independent Directors is put up on the website of the Company.

DETAILS OF MANGERIAL REMUNERATION AS REQUIRED UNDER COMPANIES (APPOINTMENT AND REMUNERATION OF MANGERIAL PERSONNEL) RULES, 2014

The particulars of managerial remuneration as required by under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure-3.

AUDITORS

M/s. R. Subramanian and Company LLP, retire at the conclusion of the forthcoming Annual General Meeting. The Board of Directors recommend the appointment of M/s. R. Subramanian and Company LLP for the financial year 2016-17.

The Company has received a confirmation from M/s. R.Subramanian and Company, LLP to the effect that their appointment if made, at the ensuing Annual General Meeting would be in accordance with Sections 139 and 141 of the Companies Act 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT

In pursuance of section 134 (3) ( C ) of the Companies Act, 2013, and based on the information provided by the Management, your Directors hereby confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed;

b) Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the company as at 31 March 2016 and of the profit and loss of the Company for 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, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The annual accounts of the Company have been prepared on a going concern basis;

e) Internal financial controls have been followed by the Company and such internal financial controls are adequate and were operating effectively.

f) Systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

INTERNAL CONTROL SYSTEMS

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board every quarter or at periodic intervals.

EXTRACTS OF THE ANNUAL RETURN (FORM MGT-9)

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 is annexed as a part of this report (Annexure-4).

SECRETARIAL AUDIT REPORT

In accordance with Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, M/s.G Ramachandran & Associates, Company Secretaries were appointed by the Company to undertake Secretarial Audit of the Company. The Secretarial Audit Report is annexed to this report as Annexure-5.

Explanation on comments by the Board on Every qualification, reservation on adverse remark or disclaimer made by Auditor /Secretarial Auditor.

Neither the statutory auditor nor the secretarial auditor have made any qualification, reservation or adverse remark or disclaimer in their respective reports.

DETAILS OF LOANS GIVEN, GUARANTEES GIVEN OR SECURITY PROVIDED

The provisions contained in Section 186(11) of the Companies Act, 2013, relating to loans, guarantees or securities do not apply to the Company.

INVESTMENTS

The Company has investments in the equity of unlisted associate company, Repco Micro Finance Limited to the extent of Rs.12.40 Crore (124,00,000 equity shares of Rs.10/- each).

SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, your Company has prepared Consolidated Financial Statements of the Company which forms part of this Annual Report. Further, a Statement containing salient features of financial statements of the Subsidiary, joint venture entities and associate Companies in the prescribed format AOC-1, pursuant to Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is annexed as Annexure-6 to this Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1)

All the related party transactions entered during the year were in ordinary course of business and on arm''s length basis. The Company has obtained the shareholders'' approval for material related party transactions as required under Listing Regulations.

The Company presents a statement of all related party transactions before the Audit Committee. The details of such transactions are given in the accompanying financial statements.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY BETWEEN 31ST MARCH 2016 AND THE DATE OF BOARD''S REPORT.

There has been no material changes and commitment, affecting the financial position of the Company which has occurred between the end of the financial year to which the financial statements relate and the date of the report.

The Company does not have any subsidiary. There has been no change in the nature of business of the Company. No significant or material Orders have been passed by the regulators or Courts or Tribunals impacting the going concern status of the Company and / or the Company''s operations in future.

MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with the SEBI (LODR) Regulations, 2015, Management Discussion and Analysis Report for the year under review, is presented in a separate section which forms a part of this report.

REPORT ON CORPORATE GOVERNANCE

In accordance with the SEBI (LODR) Regulations, 2015, the report on corporate governance for the year under review is presented in a separate section which forms a part of this report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Board of Directors has approved the vigil mechanism/whistle blower policy of the Company which provides a framework to promote a responsible and secure whistle blowing. It protects employees wishing to raise a concern about serious irregularities within the Company. It provides for a vigil mechanism to channelize reporting of such instances/ complaints/ grievances to ensure proper governance. The Audit Committee oversees the vigil mechanism. No employee has been denied access to the Audit Committee. The policy is placed on the website of the Company, www. repcohome.com/new_site/corporate_governance.php.

LISTING

The shares of your Company are listed at National Stock Exchange Limited and Bombay Stock Exchange Limited. Listing fee has already been paid for the financial year 2016-17.

ACKNOWLEDGEMENTS

The Directors of your Company wish to place on record their sincere gratitude to the National Housing Bank and its Executives for continuous guidance and support. We also record our gratitude to our bankers, financial institutions and insurance companies for their continued trust, support and assistance given to the Company.

The Board places on record its sincere gratitude to Ministry of Home Affairs, GOI, SEBI, NSE, BSE, Department of Company Affairs, Repco Bank Ltd, shareholders, Government, local / statutory authorities, customers and all the other stakeholders for their patronage and support for the achievements by the Company despite the most competitive environment in the market.

Your Directors take this opportunity to thank all the executives and employees of the Company and wish to place on record their commendable hard work, team spirit and dedicated service to the customers which enabled the Company to achieve an appreciable level of business performance during the year.

For and on behalf of the Board of Directors

Date : August 06, 2016 (T.S.KrishnaMurthy)

Place : Chennai Chairman

Mar 31, 2015

DEAR MEMBERS,

The Directors have pleasure in presenting before you the Fifteenth Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31 March 2015.

FINANCIAL RESULTS

(RS. in Crore)

2014-15 2013-14

Total Income 693.02 535.34

Profit Before Tax 186.17 149.13

a) Provision for Tax - Current Year 55.92 46.51

b) Deferred Taxation 7.17 (7.48)

Profit After Tax 123.08 110.10

Add: Balance of Profit brought forward 89.79 64.84 from last year

Less : Utilised during the current year 0.21 - for depreciation charged in accordance with Schedule II Companies Act 2013

Amount Available for appropriation 212.66 174.94

Appropriation

Transfer to additional reserve U/s 29C 24.62 22.03 of the NHB Act,1987

Transfer to special Reserve U/s 36(i) 41.13 34.39 (viii) of the Income Tax Act, 1961

Transfer to General Reserve 20.00 20.00

Proposed Dividend 9.35 7.46

Tax on proposed Dividend 1.96 1.27

Surplus carried to Balance Sheet 115.60 89.79

DIVIDEND

Your Directors recommend a dividend of Rs.1.50 per equity share of face value of Rs.10.00 each for the year ended 31 March 2015. The dividend payout ratio for the year is 9.19% (amounting to Rs. 11.31 crore, inclusive of Tax on dividend) as against 7.93% (amounting to Rs. 8.73 crore, inclusive of Tax on dividend) in the previous year.

TRANSFER TO RESERVES

During the year under review, your Company transferred Rs.20 crore to the General Reserve, Rs.41.13 crore to the Statutory Reserve under Section 36(1)(viii) of the Income Tax Act, 1961 read with Sec 29 C of NHB Act, 1987 and Rs. 24.62 crore to additional reserve under Sec 29 C of NHB Act, 1987, out of the amount available for appropriation. An amount of Rs. 115.60 crore is proposed to be retained in the profit and loss account.

CHANGES IN SHARE CAPITAL

During the financial year, the paid up capital increased consequent to the allotment of 1,96,600 equity shares of face value of Rs.10 each upon exercise of employee stock options under ESOS (Phase-I). Consequently, the equity share capital of the Company has increased from Rs. 62,16,10,470 divided into 6,21,61,047 Equity shares of Rs. 10 each to Rs.62,35,76,470 divided into 6,23,57,647 Equity shares of Rs. 10 each.

STATE OF AFFAIRS OF THE COMPANY

The Company endeavors towards adopting the benchmark underwriting practices backed up by robust monitoring and recovery mechanisms. The Company is committed in its efforts towards improving efficiency and service level in its operations.

LENDING OPERATIONS

1) Sanctions

During the year, loan approvals stood at Rs.2,398.88 crore as compared to Rs.1,822.51 crore in the previous year registering a growth of 31.63%. The cumulative loan sanctions since inception of the Company stood at Rs.9,644.81 crore at the end of the financial year 2014-15.

2) Disbursements

During the year under review, the Company disbursed loans to the extent of Rs. 2,181.15 crore as against Rs.1,715.26 crore in the previous year, a growth of 27.16%. The Cumulative disbursements stood at Rs.8,880.84 crore in respect of 83,435 accounts at the end of the financial year 2014-15.

3) Loans Outstanding

The loan book of the Company at the end of financial year 2014-15 was Rs.6012.92 crore as against Rs.4,661.86 crore in the previous year representing a growth of 28.98%.

NON PERFORMING ASSETS

As of 31 March 2015, the gross NPA of the company was Rs.79.12 crore (previous year Rs.68.55 crore) constituting 1.32% (previous year 1.47%) of the total loans outstanding. Net NPA of the Company as at March 31, 2015 was 0.50% as against 0.72% in the corresponding period the previous year. The NPA provision coverage ratio stood at 62.37% (previous year 51.50%) as at 31st March 2015. The Company carries a provision of Rs.49.34 crore (previous year Rs.35.30 crore) towards its Non Performing Assets at the end of the financial year 2014-15. During the period under review, the Company has written off Rs.0.13 crore (previous year Rs. 0.29 crore) in respect of loans where recovery had been rendered impracticable.

REGULATORY COMPLIANCE

The Company is in compliance with the guidelines, circulars and directions of National Housing Bank. The Company is also in compliance with the Companies Act 2013, guidelines, directions and circulars of MCA, SEBI etc. The company complied with Accounting Standards issued by the ICAI and other related statutory Guidelines / Directions as applicable to the Company from time to time. The Company is registered with the Central Registry of Securitization, Asset Reconstruction and Security Interest of India (CERSAI) and furnishes information in respect of its loans. Compliance of all regulatory guidelines of NHB / other compliances are periodically reviewed by the Audit Committee / Board of the Company.

The Company's capital adequacy ratio as on 31 March 2015 was 20.26% (previous year 24.50%) which is well above the prescribed 12% threshold as per NHB Directions. This consisted entirely of Tier 1 capital.

As per the directions of the National Housing Bank, a provision of Rs. 5.76 crore (previous year Rs.4.72 crore) was charged to the Profit & Loss Account of the financial year 2014-15 in respect of standard assets and the cumulative provision in respect of standard assets stood at Rs.25.49 crore (previous year Rs.19.73 crore) as at 31st March 2015.

During the year, National Housing Bank vide their circular 65/2014-15 dated August 22, 2014 directed Housing Finance Companies (HFCs) to provide for DTL in respect of amount transferred to "Special Reserve" created under Section 36(1)(viii) of the Income Tax Act 1961. NHB further advised the HFCs that the DTL on Special Reserve as at March 31, 2014 could be created directly from the Reserves over a period of three years starting with the current financial year, in a phased manner in the ratio of 25:25:50. However the company has provided for the entire DTL of Rs.45.73 crore on account of Special Reserve outstanding as at 31st March 2014 out of the general reserves outstanding at the beginning of the year.

Further in respect of Special Reserve under section 36(1)(viii) created during the current year, the company has recognized DTL of Rs.14.23 crore on such Special Reserve and charged to the profit and loss account in accordance with the NHB guidelines.

FINANCIAL RESOURCES

REFINANCE FROM NHB

During the year, the Company had received a refinance sanction of Rs. 300 crore (previous year "NIL") from National Housing Bank. The company availed refinance from National Housing Bank aggregating to Rs.450 crore (previous year Rs.100 crore) and refinance outstanding at the end of the year was Rs.1,094.80 crore (previous year Rs.975.23 crore).

TERM LOANS FROM BANKS

The outstanding bank borrowings (terms loans and overdraft) at the end of the financial year stood at Rs.3,849.63 crore (previous year Rs. 2,926.78 crore).

SECURED NON CONVERTIBLE DEBENTURES

In its continuing efforts to reduce the cost of fund, the Company during the year, started mobilising funds through issuing Secured, Redeemable, Non- Convertible, Non-Cumulative, Taxable Debentures (SRNCD) and Commercial Paper (CP). During the year, the company has issued SRNCDs aggregating to Rs.100 crore (previous year "NIL") with a coupon rate of 9.55% per annum and tenor of three years. The outstanding SRNCDs as on 31st March 2015 was Rs.100 crore (previous year "NIL"). These instruments have been rated "ICRA AA-" by M/s. ICRA Ltd., and "CARE AA - " by M/s. CARE Ltd.,

COMMERCIAL PAPERS

The Company's commercial paper is rated A1 by M/s. ICRA Ltd., and CARE Ltd., implying highest safety. As at 31 March 2015, the outstanding commercial paper was Rs.60 crore.

UNCLAIMED NCDs

According to section 125 of the Companies Act , 2013, NCDs and interest thereon remaining unclaimed and unpaid for a period of seven years from the date they became due are required to be credited to the Investor Education and Protection Fund (IEPF) set up by the Government of India.

As at 31 March 2015 there are no non convertible debentures amount or interest thereon remaining unpaid or unclaimed.

UNCLAIMED DIVIDENDS

As of 31 March 2015, dividend amounting to Rs.25,673 (previous year Rs.6,452) has not been claimed by the investors. According to section 125 of the Companies Act, 2013, dividends remaining unclaimed for a period of seven years from the date they became due are required to be credited to the Investor Education and Protection Fund (IEPF) set up by the Government of India. In accordance with the Investor Education Fund (Uploading of information regarding unpaid and unclaimed amount lying with the Companies) Rules 2012, the Company has uploaded this information on www.iepf.gov.in and http://www.repcohome.com/ unclaimed.php.

RISK MANAGEMENT

The Company has in place a risk management policy framework which has been approved by the Board of Directors. The framework codifies the various risks and the methodologies to ensure such risks are mitigated. The Company has in place a Management & Risk Management Committee comprising of Shri. Thomas Paul Diamond (Chairman), Shri. G.R. Sundaravadivel (Director), Shri. V. Nadanasabapathy (Director) and Shri. R. Varadarajan (Managing Director).

HUMAN RESOURCES

The objective of human resources development in an organization is to enhance human productivity through progressive and consistent policies in knowledge & skill upgradation and betterment of employment conditions at all levels. Human resource management's objective is to maximize the return on investment from the organization's human capital. It is the responsibility of human resources development department in a corporate context to conduct these activities in an effective, legal, impartial and cohesive manner.

Your Company worked tirelessly towards the performance upgradation of its employees by introducing objective based performance appraisal mechanism and performance linked incentive structure. Employees are also nominated regularly to attend various training programmes conducted by NHB, ICSI & other capacity building institutions besides in-house training programmes for constant skill upgradation. During the financial year, the Company conducted 8 in-house training programmes and employees were nominated for 24 external programmes.

The Company provides a professional work environment and maintains a healthy relation with its employees.

As on 31 March 2015, the number of people employed by the company stood at 545.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of women at the workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15

a. No. of complaints received:1

b. No of complaints disposed off: 1

PARTICULARS OF EMPLOYEES COVERED UNDER COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL RULES, 2014.

In pursuance of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel Rules, 2014), the Company has four employees who were in receipt of remuneration of Rs.60 lacs or more per annum.

The particulars of these employees are given below: (Rs in crore)

Sl Name of the Designation of Nature of Remuneration No Employee the Employee Employment received whether contractual or otherwise

1 Mr R Varadarajan Managing Regular 1.48 Director

2 Mr P Natarajan Executive Regular 0.98 Director

3 Mr V Raghu Executive Regular 0.98 Director

4 Mr K Ashok Chief General Regular 0.80 Manager

Sl Name of the Qualilications and Last No Employee Experience Employment Held before joining the Company

1 Mr R Varadarajan Qualification: Syndicate * Master's degree Bank in science * Diploma in management * CAIIB Experience: 37 yrs

2 Mr P Natarajan Qualification: Repco * Bachelor's degree Bank in Commerce * JAIIB Experience: 32 yrs

3 Mr V Raghu Qualification: Indian * Master's degree Wind in Economics Turbine * Master's degree Manufacturer in business Association administration * CAIIB Experience: 34 yrs

4 Mr K Ashok Qualification: Syndicate Post graduate Bank in Agriculture Experience: 26 yrs

Sl Name of the Equity Relative No Employee Shares of held by Director the /Manager employee

1 Mr R Varadarajan 31275 NO shares (0.05%)

2 Mr P Natarajan 17000 NO shares (0.03%)

3 Mr V Raghu 17000 NO shares (0.03%)

4 Mr K Ashok 15175 NO shares (0.03%)

In accordance with the provisions of Section 197 of the Companies Act, 2013, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the name and other particulars of such employees are set out in the table above.

CORPORATE SOCIAL RESPONSIBILITY

As per Section 135 of the Companies Act, 2013 and the rules framed thereunder, the Company has in place a Corporate Social Responsibility Committee of Directors comprising of Shri.Thomas Paul Diamond-Chairman, Shri.B.Anand, I.A.S. , Shri.G.R.Sundaravadivel and Shri.V.Nadanasabapathy and has inter alia formulated a Corporate Social Responsibility Policy.

This Committee envisages the activities to be undertaken in pursuance of CSR initiatives.

During the year, the Company spent a sum of Rs.0.13 crore towards CSR initiatives. The Annual Report on CSR activities forming part of the Directors' Report is furnished as Annexure-1 to this report.

EMPLOYEE STOCK OPTION SCHEME

The employee stock options have been granted to the eligible employees and the Managing Director in pursuance of "Repco Home Finance Limited Employees Stock Option Scheme -2013". There are no material changes to this scheme and the said scheme is in compliance with the extant regulations prescribed by the Securities and Exchange Board of India in this regard. The disclosures as prescribed by the "Guidance Note on accounting for employee share based payments" issued by ICAI and the Diluted EPS on issue of shares pursuant to the Scheme in accordance with the Accounting Standard 20- Earnings per share" issued by ICAI are disclosed on the website of the Company and the web- link is www.repcohome.com/ESOP. The disclosures as required by the Securities and Exchange Board of India (Share Based Employee Benefits ) Regulations 2014 are furnished as Annexure 2 to this report.

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

Particulars relating to conservation of energy and technology absorption stipulated in the Companies (Accounts) Rules 2014 are not applicable to the Company and further the Company has no foreign exchange earnings but incurred foreign exchange expenditure to the extent of Rs.0.10 crore (previous year Rs.0.04 crore) towards travelling expenses.

DIRECTORS

In accordance with Section 152 of the Companies Act, 2013, Shri.B.Anand I.A.S., Director of the Company is liable to retire by rotation at the ensuing annual general meeting and is eligible for reappointment. The resolution for his re-appointment forms a part of the notice convening the annual general meeting. The details pertaining to the re-appointment are elucidated in the explanatory statement to the notice convening the annual general meeting.

During the year, the Board of Directors had appointed Shri.Munishwar Ganesan and Smt.Sanjeevanee Kutty, I.A.S. as Additional Directors on 02 February 2015 and 27 March 2015 respectively. Shri.Dilip Kumar,I.A.S. has been appointed as Additional Director on 07 August 2015. They hold office till the conclusion of the ensuing annual general meeting.

The resolutions for the appointments of Shri.Munishwar Ganesan, Smt.Sanjeevanee Kutty, I.A.S. and Shri.Dilip Kumar,I.A.S. as Directors forms a part of the notice convening the annual general meeting. The details pertaining to these appointments are elucidated in the explanatory statement to the notice convening the annual general meeting.

The Company has obtained a confirmation from the aforesaid directors that they have not incurred any disqualification prohibiting their appointment as Directors as envisaged under Section 164 of the Companies Act, 2013.

DETAILS OF MANAGERIAL REMUNERATION AS REQUIRED UNDER COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The particulars of managerial remuneration as required under Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure-3.

AUDITORS

M/s. R.Subramanian And Company retire at the conclusion of the forthcoming annual general meeting. The Board of Directors recommend the appointment of M/s.R.Subramanian And Company for the financial year 2015-16.

The Company has received a confirmation from M/s. R.Subramanian and Company, Chartered Accountants to the effect that their appointment if made, at the ensuing Annual General Meeting would be in accordance with Sections 139 and 141 of the Companies Act 2013.

SECRETARIAL AUDIT REPORT

In accordance with Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, Shri.G. Ramachandran of M/s. G. Ramachandran & Associates, Company Secretaries was appointed by the Company to undertake Secretarial Audit of the Company. The Secretarial Audit Report is annexed to this report as Annexure-5.

Explanation on comments by the Board on Every qualification, reservation on adverse remark or disclaimer mode by Auditor / Secretariat Auditor.

Neither the statutory auditor nor the secretarial auditor have made any qualification, reservation or adverse remark or disclaimer in their respective reports.

DIRECTORS' RESPONSIBILITY STATEMENT

In pursuance of section 134 (3) (C) of the Companies Act, 2013, and based on the information provided by the Management, your Directors hereby confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed;

b) Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the company as at 31 March 2015 and of the profit and loss of the company for 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 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The annual accounts of the Company have been prepared on a going concern basis;

e) Internal financial controls have been followed by the company and such internal financial controls are adequate and were operating effectively.

f) Systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

INTERNAL CONTROL SYSTEMS

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board every quarter or at periodic intervals.

EXTRACTS OF THE ANNUAL RETURN (FORM MGT-9)

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in form MGT 9 is annexed as a part of this report (Annexure-4).

DETAILS OF LOANS GIVEN, GUARANTEES GIVEN OR SECURITY PROVIDED

The provisions contained in Section 186 of the Companies Act,2013, relating to loans, guarantees or securities do not apply to the Company.

INVESTMENTS

The Company has investments in the equity of unlisted associate companies, Repco Micro Finance Limited and Repco Infrastructure Development Company Limited to the extent of Rs.12.40 Crore (1,24,00,000 equity shares of Rs.10/- each ) and Rs.0.05 crore (50,000 equity shares of Rs.10/- each) respectively.

PUBLIC DEPOSITS

The Company has not accepted deposits from the public during the financial year 2014-15.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013

The Company has not entered into Contracts or Arrangements with Related parties referred to in Section 188(1) of the Comapnies Act, 2013 during the year under review.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY BETWEEN 31ST MARCH 2015 AND THE DATE OF BOARD'S REPORT

There has been no material changes and commitment, affecting the financial position of the Company which has occurred between the end of the financial year to which the financial statements relate and the date of the report.

The Company does not have any subsidiary. There has been no change in the nature of business of the Company. No significant or material orders have been passed by the regulators or Courts or Tribunals impacting the going concern status of the Company and / or the Company's operations in future.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review, as stipulated by Clause 49 of the Listing Agreement with the stock exchanges is presented in a separate section which forms a part of this report.

REPORT ON CORPORATE GOVERNANCE

The report on corporate governance for the year under review, as stipulated by Clause 49 of the Listing Agreement with the stock exchanges is presented in a separate section which forms a part of this report.

DISCLOSURES

The disclosures on Number of meetings of the Board, including dates of Board and Committee meetings held indicating the number of meetings attended by each Director, Declaration by Independent Directors, the details of various Committees, their scope and constitution and establishment of Whistle Blower Policy/Vigil Mechanism are furnished in the Report on Corporate Governance.

ACKNOWLEDGEMENTS

The Directors of your Company wish to place on record their sincere gratitude to the National Housing Bank and its Executives for continuous guidance and support. We also record our gratitude to our bankers, financial institutions and insurance companies for their continued trust, support and assistance given to the Company.

The Board places on record its sincere gratitude to Ministry of Home Affairs, GOI, SEBI, NSE, BSE, Department of Company Affairs, REPCO Bank, shareholders, Government, local/statutory authorities, customers and all the other stakeholders for their patronage and support for the achievements by the Company, despite the most competitive environment in the market.

Your Directors take this opportunity to thank all the executives and employees of the Company and wish to place on record their commendable hard work, team spirit and dedicated service to the customers which enabled the Company to achieve an appreciable level of business performance during the year.

Place : Chennai For and on behalf of the Board of Directors Date : 07.08.2015

(T.S.KrishnaMurthy) Chairman

Mar 31, 2014

TO THE MEMBERS

The directors are pleased to present the fourteenth annual report of your company with the audited accounts for the year ended March 31, 2014.

FINANCIAL RESULTS (Rsin Crore)

For the Year For the Year March31,2014 March31,2013

Loans Sanctioned 1,822.52 1,284.83

Loans Disbursed 1,715.26 1,167.41

Loans Outstanding 4,661.86 3,544.75

Net NPA as a % of Net Advances 0.72 0.99

Total Income 535.34 405.86

Profit before tax 149.13 106.80

Less: Provision for tax 39.03 26.78

Profit after tax 110.10 80.02

Profit available for appropriation 174.94 131.99

Appropriation:

Transfer to Special Reserve (in accordance 34.39 23.14 with Section 36(i)(viii) of the Income tax Act, 1961)

Transfer to Special Reserve (in accordance 22.03 16.01 Section 29C of National Housing Bank Act, 1987)

Transfer to General Reserve 20.00 20.00

Proposed Dividend 7.46 6.84

Corporate Dividend Tax thereon 1.27 1.16

Balance carried forward 89.79 64.84

DIVIDEND

Your Directors recommend payment of dividend for the financial year ended 31 March 2014 at the rate of Rs.1.20 per equity shares. The dividend shall be paid subject to approval by the shareholders at the Fourteenth Annual General Meeting. The total dividend outlay including dividend distribution tax of Rs.1.27 crores, for the current year would be Rs.8.73 crores as against Rs.8.00 crore including dividend distribution tax, for the previous year.

LENDING OPERATIONS

During the year loan approvals stood at Rs. 1,822.52 crore as compared to Rs. 1,284.83 crore in the previous year registering a growth of 41.85%. Loan disbursements during the year were Rs. 1,715.26 crore as compared to Rs. 1,167.41 crore in the previous year representing a growth of 46.93%.

LOAN BOOk

The loan book of the Company was Rs. 4,661.86 crores as against Rs. 3,544.75 crores in the previous year representing a growth of 31.51%.

NON PERFORMING ASSETS

As of 31 March 2014, the net non performing assets represent 0.72% of the loan portfolio of the Company as against 0.99 % of the loan portfolio of the Company last year.

RESOURCE MOBILIzATION

The Company takes every effort to tap the appropriate source of funding to minimize the weighted average cost of funds. The resource base of the company consists of refinance from National Housing Bank, borrowings from Banks and Repco Bank Ltd.,

Total debts funds as on 31st March 2014 amounted to Rs.3,902.02 crore as against Rs. 3,064.69 crore in previous year. Refinance from National Housing Bank constituted 24.99%, borrowings from Banks and Repco Bank Ltd, constituted 64.80% and 10.21% respectively.

REFINANCE FROM NHB

With the continued support of National Housing Bank (NHB), the company has availed refinance amounting to Rs.100.00 crore during the year under review and as on 31 March 2014, the outstanding NHB refinance stood at Rs.975.23 crore as against Rs.1,120.00 crore as at end of the previous year.

BORROWINGS FROM BANkS

The company has borrowed Rs.1673.00 crore from Banks during the year as compared to Rs.868.00 crore during the previous year. The aggregate of term loans, including working capital loan from Banks and Repco Bank Ltd., outstanding at the end of the financial year was Rs. 2,926.79 crore as against Rs.1,944.69 crore as at the end of the previous year.

CREDIT RATING

The Company''s borrowings enjoy the following credit rating

Rating Agency ICRA Ltd. CARE Ltd.

Term Loans from Bank [ICRA]AA- [CARE]AA-

Non-Convertible [ICRA]AA- [CARE]AA-

Debentures

Commercial Paper [ICRA]A1 [CARE]A1

DIRECTORS

In accordance with the Articles of Association and Section 152 of the Companies Act, 2013, Shri. S.C.Panda, I.A.S. Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Your Directors recommend his re-appointment.

Shri. K.K. Pathak, I.A.S was co-opted as an Additional Director of the Company with effect from October 25, 2013 pursuant to Section 260 of the Companies Act 1956. Pursuant to Section 160 of the Act, the Company has received a notice, together with requisite deposit of Rupees One Lakh from a member signifying his intention to propose Shri.K.K.Pathak, I.A.S. as Director of the Company, liable to retire by rotation and accordingly a resolution is being placed before the members at the ensuing Annual General Meeting.

Shri. T.S. KrishnaMurthy Shri. Thomas Paul Diamond, Shri. V. Nadanasabapathy and Shri. G.R. Sundaravadivel are proposed to be appointed as independent directors for a term of 5 consecutive years from September 11, 2014 to September 10, 2019 as per provisions of Section 149, 150 and 152 and other applicable provisions of the Companies Act 2013.

AUDITORS

M/s. R.Subramanian and Company retire at the conclusion of the forthcoming annual general meeting. The Board of Directors recommend the appointment of M/s.R.Subramanian and Company for the financial year 2014-15.

CORPORATE GOVERNANCE

The Company has obtained a certificate from the statutory auditor regarding compliance with Clause 49 of the Listing Agreement with the stock exchanges and it is attached to the Corporate Governance Report. The Company is in compliance with the principles of good governance founded on integrity and transparency.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review, as stipulated by Clause 49 of the Listing Agreement with the stock exchanges is presented in a separate section forming part of the annual report.

REGULATORY COMPLIANCE

The Company is in compliance with the guidelines, circulars and directions of National Housing Bank. The Company''s capital adequacy ratio as on 31 March 2014 was 24.51% which is well above the prescribed 12% threshold as per NHB Directions. The Company is also in compliance with the guidelines, directions and circulars of SEBI.

PUBLIC DEPOSITS

The Company is registered with National Housing Bank with eligibility to raise public deposits , however till date, the Company has not commenced acceptance of deposits from the public.

UNCLAIMED DIVIDENDS

As at March 31, 2014, dividend amounting to Rs.6,452 has not been claimed by shareholders.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Since the Company is not into any manufacturing activity particulars relating to conservation of Energy and technology absorption are not furnished.

FOREIGN ExCHANGE EARNINGS AND ExPENDITURE

The particulars of foreign exchange earnings and expenditure for the financial year ended March 31, 2014:

Expenditure incurred in foreign currency for the financial year ended March 31, 2014 is Rs.420,949 (previous year: Rs.7,18,575)

There are no earnings in foreign currency during the current year as well as in the previous year.

Particulars of employees covered under Section 217(2A) read with Companies (Particulars of Employees) Rules, 1975

There are no employees covered under Section 217(2A) read with Companies (Particulars of Employees) Rules, 1975 as amended.

AUDITORS'' OBSERvATION

There is no adverse remark or observation by the statutory auditor.

OUTLOOk FOR 2014

The Company ''s listing enables it to access cost effective sources of funds. The Company believes that with diversified shareholding pattern its rating would improve which will pave way for the Company to raise its resources from diversified sources. Overall Company''s prospects appear to be bright given its efficacious treasury management and robust credit appraisal systems. A diversified branch presence across the country in the forthcoming financial year would help in sustaining the growth rate achieved since inception.

HUMAN RESOURCE DEVELOPMENT

The objective of human resource development in an organization is to enhance human productivity through progressive and consistent policies in knowledge & skill upgradation and betterment of employment conditions at all levels. Human resource management''s objective is to maximize the return on investment from the organization''s human capital. It is the responsibility of human resource development departments in a corporate context to conduct these activities in an effective, legal, impartial and cohesive manner.

Your Company worked tirelessly towards the skill up gradation of its employees by introducing objective performance appraisal mechanism and performance linked incentive structure and up to date technology infrastructure. Employees are nominated regularly to attend various training programmes conducted by NHB, RBI & other capacity building institutions besides organizing in-house training programmes.

The Company provides a professional work environment and maintains a healthy relation with its employees.

As on 31 March 2014, the number of people employed by the company stood at 465.

BUSINESS OPERATIONS NETWORk

The Company is currently having 91 branches and 31 SAT centres across Tamil Nadu, Andhra Pradesh, Karnataka, Kerala, Puducherry Orissa, Gujarat Maharashtra, West Bengal and Madhya Pradesh.

DIRECTORS'' RESPONSIBILITy STATEMENT

Pursuance to Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

- in the preparation of the Annual accounts, the applicable accounting standards have been followed together with proper explanation relating to material departure, if any;

- the accounting policies have been selected and applied consistently and the judgments and estimates made are reasonable and prudent so as to give a fair view of the state of affairs of the Company at the end of the financial year and the profit of the Company for that period;

- 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 for preventing and detecting fraud and other irregularities;

- the annual accounts have been prepared on a going concern basis.

EMPLOyEE STOCk OPTION SCHEME

Details of stock options granted during the financial year 2013-14 are as under:

Scheme Repco Home Finance Employee Stock Option Scheme 2013

No of Options 2,44,375 granted

Date of grant 25 October 2013

The Company has received the in-principle approval from BSE Limited and National Stock Exchange of India Limited, for listing the shares arising out of the exercise of the options.

As required under SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 a disclosure is annexed herewith.

ACkNOWLEDGEMENTS

The Directors of your Company wish to place on record their sincere gratitude to the National Housing Bank and its Executives for their patronage and whole-hearted support. We also record our gratitude to our bankers, financial institutions and insurance companies for their continued trust, support and assistance given to the Company.

The Board places on record its sincere gratitude to Ministry of Home Affairs, GOI, SEBI, NSE, BSE, Department of Company Affairs, REPCO Bank, shareholders, Government, local/statutory authorities, customers and all others for their patronage and support for the achievements by the Company despite the most competitive environment in the market.

Your Directors take this opportunity to thank all the executives and employees of the Company and wish to place on record their commendable hard work, team spirit and dedicated service to the customers which enabled the Company to achieve an appreciable level of business performance during the year.

For and on behalf of the Board of Directors

Place : Chennai (T.S.KrishnaMurthy) Date : 13 May 2014 Chairman

Mar 31, 2013

TO THE MEMBERS

The directors are pleased to present the thirteenth annual report of your company with the audited accounts for the year ended March 31, 2013.

FINANCIAL RESULTS

(Rs. in Crore)

For the Year ended For the Year ended March 31, 2013 March 31, 2012

Loans Sanctioned 1,284.83 1111.56

Loans Disbursed 1,167.41 1,042.34

Loans Outstanding 3,544.75 2,804.08

Net NPA as a % of Net Advances 0.99 0.95

Total Income 405.97 318.89

Profit before tax 106.80 81.63

Less: Provision for tax 26.78 20.17

Profit after tax 80.02 61.46

Profit available for appropriation 131.99 97.62

Appropriation:

Transfer to Special Reserve (in accordance with 23.14 19.71 Section 36(i)(viii) of the Income tax Act, 1961)

Transfer to Special Reserve (in accordance with 16.01 - Section 29C of National Housing Bank Act, 1987)

Transfer to General Reserve 20.00 20.00

Proposed Dividend 6.84 5.11

Corporate Dividend Tax thereon 1.16 0.83

Balance carried forward 64.84 51.97

DIVIDEND

Your Directors recommend payment of dividend for the financial year ended 31 March 2013 at the rate of 11% on equity shares. The dividend shall be paid subject to approval by the shareholders at the Thirteenth annual general meeting. The total dividend outlay including dividend distribution tax of Rs.1.16 crores, for the current year would be Rs.8 crores as against Rs.5.94 crore including dividend distribution tax, for the previous year.

LENDING OPERATIONS

During the year loan approvals stood at Rs.1,284.83 crore as compared to Rs.1,111.56 crore in the previous year registering a growth of 15.59%. Loan disbursements during the year were Rs.1,167.41 crore as compared to Rs. 1,042.34 crore in the previous year representing a growth of 12%.

LOAN BOOK

The loan book of the Company was Rs.3544.75 crores as against Rs. 2804.08 crores in the previous year representing a growth of 26.41%.

NON PERFORMING ASSETS

As of 31 March 2013, the net non performing assets represents 0.99% of the loan portfolio of the Company as against 0.95 % of the loan portfolio of the Company last year.

FUNDS RAISING

The Company raised Rs.270 Crore during the year by public issue of 15,720,262 equity shares of Rs.10 each at price of Rs.172 per share (premium of Rs.162 per share). The shares got listed both in National Stock Exchange and Bombay Stock Exchange on April 1, 2013.

Your Company persisted in its effort in building a diversified resource base with lowest cost possible for preferred tenures. The resource base of your Company consists of NHB refinance, term loans from banks and financial assistance from Repco Bank. The Company''s borrowings have been rated "ICRA A ".

DIRECTORS

In accordance with Articles of the Association and Section 256 of the Companies Act, 1956, Shri. T.S.KrishnaMurthy and Shri V Nadanasabapathy, Directors, retire by rotation at the ensuing Annual General Meeting and being eligible, offers themself for re-appointment. Your Directors recommend their re-appointment.

AUDITORS

M/s. R.Subramanian and Company retire at the conclusion of the forthcoming annual general meeting. The Company has received the requisite certificate from them stating that their appointment if made will be within the limits as specified under Section 224(1B) of the Companies Act, 1956.

The Board of Directors recommend the appointment of M/s. R.Subramanian and Company for the financial year 2013-14.

CORPORATE GOVERNANCE

The Company has obtained a certificate from the statutory auditor regarding the compliance with Clause 49 of the Listing Agreement with the stock exchanges and it is attached to the Corporate Governance Report. The Company is in compliance with the principles of good governance founded on integrity and transparency.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review, as stipulated by Clause 49 of the Listing Agreement with the stock exchanges is presented in a separate section forming part of the annual report.

REGULATORY COMPLIANCE

The Company is in compliance with the guidelines, circulars and directions of National Housing Bank. The Company''s capital adequacy ratio as on 31 March 2013 was 25.5% which is well above the prescribed 12% threshold as per NHB Directions. The Company is also in compliance with the guidelines, directions and circulars of SEBI.

PUBLIC DEPOSITS

The Company is registered with National Housing Bank with eligibility to raise public deposits, however till date the Company has not commenced acceptance of deposits from the public.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Since the Company is not into any manufacturing activity particulars relating to conservation of Energy and technology absorption are not furnished.

FOREIGN EXCHANGE EARNINGS AND EXPENDITURE

The particulars of foreign exchange earnings and expenditure for the financial year ended March 31, 2013:

Expenditure incurred in foreign currency for the financial year ended March 31,2013 is Rs. 7,18,575 (previous year: NIL)

There are no earnings in foreign currency during the current year as well as in the previous year.

Particulars of employees covered under Section 217(2A) read with Companies (Particulars of Employees) Rules, 1975

There are no employees covered under Section 217(2A) read with Companies (Particulars of Employees) Rules, 1975 as amended.

AUDITORS'' OBSERVATION

There is no adverse remark or observation by the statutory auditor.

OUTLOOK FOR 2014

The Company ''s listing enables it to access cost effective sources of funds. The Company believes that with diversified shareholding pattern its rating would improve which will pave way for the Company to raise its resources from diversified sources. Overall Company''s prospects appear to be bright given its efficacious treasury management and robust credit appraisal systems. A diversified branch presence across the country in the forthcoming financial year would help in sustaining the growth rate achieved since inception.

HUMAN RESOURCE DEVELOPMENT

The objective of human resource development in an organization is to enhance human productivity through progressive and consistent policies in knowledge & skill upgradation and betterment of employment conditions at all levels. Human resource management''s objective is to maximize the return on investment from the organization''s human capital. It is the responsibility of human resource departments in a corporate context to conduct these activities in an effective, legal, impartial and cohesive manner.

Your Company worked tirelessly towards the skill up gradation of its employees by introducing objective performance appraisal mechanism and performance linked incentive structure and up to date technology infrastructure. Employees are nominated regularly to attend various training programmes conducted by NHB, RBI & other capacity development institutions besides organizing in-house training programmes. During the year 2012-13, 6 programmes were conducted by the Company in which 190 staffs participated. Besides 18 staffs were sent for programme conducted by others.

The Company provides a professional work environment and maintains a healthy relation with its employees. As on 31 March 2013, the number of people employed by the company stood at 382.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuance to Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

in the preparation of the Annual accounts, the applicable accounting standards have been followed together with proper explanation relating to material departure, if any;

the accounting policies have been selected and applied consistently and the judgments and estimates made are reasonable and prudent so as to give a fair view of the state of affairs of the Company at the end of the financial year and the profit of the Company for that period;

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 for preventing and detecting fraud and other irregularities;

the annual accounts have been prepared on a going concern basis.

ACKNOWLEDGEMENTS

The Directors of your Company wish to place on record their sincere gratitude to the National Housing Bank and its Executives for their patronage and whole-hearted support. We also record our gratitude to our bankers, financial institutions and insurance companies for their continued trust, support and assistance given to the Company.

The Board places on record its sincere gratitude to Ministry of Home Affairs, GOI, SEBI, NSE, BSE,

Department of Company Affairs, REPCO Bank, shareholders, BRLMs, Government, local/statutory authorities, customers and all others for their patronage and support for the achievements by the Company despite the most competitive environment in the market.

Your Directors take this opportunity to thank all the executives and employees of the Company and wish to place on record their commendable hard work, team spirit and dedicated service to the customers which enabled the Company to achieve an appreciable level of business performance during the year.

For and on behalf of the Board of Directors

Place : Chennai (T.S.KrishnaMurthy)

Date : 10 May 2013 Chairman

Mar 31, 2012

TO THE MEMBERS

The directors are pleased to present the thirteenth annual report of your company with the audited accounts for the year ended March 31, 2013.

FINANCIAL RESULTS

(Rs. in Crore)

For the Year ended For the Year ended March 31, 2013 March 31, 2012

Loans Sanctioned 1,284.83 1111.56

Loans Disbursed 1,167.41 1,042.34

Loans Outstanding 3,544.75 2,804.08

Net NPA as a % of Net Advances 0.99 0.95

Total Income 405.97 318.89

Profit before tax 106.80 81.63

Less: Provision for tax 26.78 20.17

Profit after tax 80.02 61.46

Profit available for appropriation 131.99 97.62

Appropriation:

Transfer to Special Reserve (in accordance with 23.14 19.71 Section 36(i)(viii) of the Income tax Act, 1961)

Transfer to Special Reserve (in accordance with 16.01 - Section 29C of National Housing Bank Act, 1987)

Transfer to General Reserve 20.00 20.00

Proposed Dividend 6.84 5.11

Corporate Dividend Tax thereon 1.16 0.83

Balance carried forward 64.84 51.97

DIVIDEND

Your Directors recommend payment of dividend for the financial year ended 31 March 2013 at the rate of 11% on equity shares. The dividend shall be paid subject to approval by the shareholders at the Thirteenth annual general meeting. The total dividend outlay including dividend distribution tax of Rs.1.16 crores, for the current year would be Rs.8 crores as against Rs.5.94 crore including dividend distribution tax, for the previous year.

LENDING OPERATIONS

During the year loan approvals stood at Rs.1,284.83 crore as compared to Rs.1,111.56 crore in the previous year registering a growth of 15.59%. Loan disbursements during the year were Rs.1,167.41 crore as compared to Rs. 1,042.34 crore in the previous year representing a growth of 12%.

LOAN BOOK

The loan book of the Company was Rs.3544.75 crores as against Rs. 2804.08 crores in the previous year representing a growth of 26.41%.

NON PERFORMING ASSETS

As of 31 March 2013, the net non performing assets represents 0.99% of the loan portfolio of the Company as against 0.95 % of the loan portfolio of the Company last year.

FUNDS RAISING

The Company raised Rs.270 Crore during the year by public issue of 15,720,262 equity shares of Rs.10 each at price of Rs.172 per share (premium of Rs.162 per share). The shares got listed both in National Stock Exchange and Bombay Stock Exchange on April 1, 2013.

Your Company persisted in its effort in building a diversified resource base with lowest cost possible for preferred tenures. The resource base of your Company consists of NHB refinance, term loans from banks and financial assistance from Repco Bank. The Company''s borrowings have been rated "ICRA A ".

DIRECTORS

In accordance with Articles of the Association and Section 256 of the Companies Act, 1956, Shri. T.S.KrishnaMurthy and Shri V Nadanasabapathy, Directors, retire by rotation at the ensuing Annual General Meeting and being eligible, offers themself for re-appointment. Your Directors recommend their re-appointment.

AUDITORS

M/s. R.Subramanian and Company retire at the conclusion of the forthcoming annual general meeting. The Company has received the requisite certificate from them stating that their appointment if made will be within the limits as specified under Section 224(1B) of the Companies Act, 1956.

The Board of Directors recommend the appointment of M/s. R.Subramanian and Company for the financial year 2013-14.

CORPORATE GOVERNANCE

The Company has obtained a certificate from the statutory auditor regarding the compliance with Clause 49 of the Listing Agreement with the stock exchanges and it is attached to the Corporate Governance Report. The Company is in compliance with the principles of good governance founded on integrity and transparency.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review, as stipulated by Clause 49 of the Listing Agreement with the stock exchanges is presented in a separate section forming part of the annual report.

REGULATORY COMPLIANCE

The Company is in compliance with the guidelines, circulars and directions of National Housing Bank. The Company''s capital adequacy ratio as on 31 March 2013 was 25.5% which is well above the prescribed 12% threshold as per NHB Directions. The Company is also in compliance with the guidelines, directions and circulars of SEBI.

PUBLIC DEPOSITS

The Company is registered with National Housing Bank with eligibility to raise public deposits, however till date the Company has not commenced acceptance of deposits from the public.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Since the Company is not into any manufacturing activity particulars relating to conservation of Energy and technology absorption are not furnished.

FOREIGN EXCHANGE EARNINGS AND EXPENDITURE

The particulars of foreign exchange earnings and expenditure for the financial year ended March 31, 2013:

Expenditure incurred in foreign currency for the financial year ended March 31,2013 is Rs. 7,18,575 (previous year: NIL)

There are no earnings in foreign currency during the current year as well as in the previous year.

Particulars of employees covered under Section 217(2A) read with Companies (Particulars of Employees) Rules, 1975

There are no employees covered under Section 217(2A) read with Companies (Particulars of Employees) Rules, 1975 as amended.

AUDITORS'' OBSERvATION

There is no adverse remark or observation by the statutory auditor.

OUTLOOK FOR 2014

The Company ''s listing enables it to access cost effective sources of funds. The Company believes that with diversified shareholding pattern its rating would improve which will pave way for the Company to raise its resources from diversified sources. Overall Company''s prospects appear to be bright given its efficacious treasury management and robust credit appraisal systems. A diversified branch presence across the country in the forthcoming financial year would help in sustaining the growth rate achieved since inception.

HUMAN RESOURCE DEVELOPMENT

The objective of human resource development in an organization is to enhance human productivity through progressive and consistent policies in knowledge & skill upgradation and betterment of employment conditions at all levels. Human resource management''s objective is to maximize the return on investment from the organization''s human capital. It is the responsibility of human resource departments in a corporate context to conduct these activities in an effective, legal, impartial and cohesive manner.

Your Company worked tirelessly towards the skill up gradation of its employees by introducing objective performance appraisal mechanism and performance linked incentive structure and up to date technology infrastructure. Employees are nominated regularly to attend various training programmes conducted by NHB, RBI & other capacity development institutions besides organizing in-house training programmes. During the year 2012-13, 6 programmes were conducted by the Company in which 190 staffs participated. Besides 18 staffs were sent for programme conducted by others.

The Company provides a professional work environment and maintains a healthy relation with its employees. As on 31 March 2013, the number of people employed by the company stood at 382.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuance to Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

In the preparation of the Annual accounts, the applicable accounting standards have been followed together with proper explanation relating to material departure, if any;

the accounting policies have been selected and applied consistently and the judgments and estimates made are reasonable and prudent so as to give a fair view of the state of affairs of the Company at the end of the financial year and the profit of the Company for that period;

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 for preventing and detecting fraud and other irregularities;

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

ACKNOWLEDGEMENTS

The Directors of your Company wish to place on record their sincere gratitude to the National Housing Bank and its Executives for their patronage and whole-hearted support. We also record our gratitude to our bankers, financial institutions and insurance companies for their continued trust, support and assistance given to the Company.

The Board places on record its sincere gratitude to Ministry of Home Affairs, GOI, SEBI, NSE, BSE,

Department of Company Affairs, REPCO Bank, shareholders, BRLMs, Government, local/statutory authorities, customers and all others for their patronage and support for the achievements by the Company despite the most competitive environment in the market.

Your Directors take this opportunity to thank all the executives and employees of the Company and wish to place on record their commendable hard work, team spirit and dedicated service to the customers which enabled the Company to achieve an appreciable level of business performance during the year.

For and on behalf of the Board of Directors

Place : Chennai (T.S.KrishnaMurthy)

Date : 10 May 2013 Chairman

Mar 31, 2011

TO THE MEMBERS

The Directors take pride and pleasure in presenting the 11th Annual Report of your Company with the Audited Accounts for the year ended March 31, 2011.

FINANCIAL RESULTS

(Rs. in lakh)

For the Year ended For the Year ended March 31, 2011 March 31, 2010

Loans Sanctioned 99,813 64,905

Loans Disbursed 91,559 58,308

Loans Outstanding 207,349 140,801

No. of Loan Accounts 29,948 23,244

Business per employee 1039 838

Net NPA as a % of Net Advances 0.82 0.86

Income from Operation 22,595.00 16428.6

Profit before tax 7,925.03 6,114.78

Less: Provision for tax 2,109.74 1,680.45

Profit after tax 5,815.29 4,434.33

Balance brought forward from previous year 1,989.18 1,365.85

Profit available for appropriation 7,804.48 5,800.18

Appropriation:

Transfer to Special Reserve 1,648.95 1267.64

Transfer to General Reserve 2,000.00 2000

Proposed Dividend 464.42 464.42

Corporate Dividend Tax thereon 75.34 78.93

Balance carried forward 3,615.77 1911.18

PERFORMANCE HIGHLIGHTS

Lending Operations

During the year the Company sanctioned loans of Rs.991,83 Crore as against Rs.649.05 Crore last year showing an increase of 54%. The disbursements during the year were Rs.915.59 Crore as against Rs.583.08 Crore showing an increase of 57%.

The outstanding at the end of the year was Rs.2073.49 crore as against Rs.1408.01 crore as on March 31, 2010, a growth rate of 47%. The Company ''s excellent growth has been on the solid foundation of credit guality which is evidenced by the GNPA figure of 1.21% and NNPA figure of 0.82% as on 31-3-2011.

Interest rates

This financial year was characterized by tightening interest rate scenario which saw rates spiral. This in turn impacted the net interest margins of the players in the industry.

However the Company did not effect any upward revision till the beginning of March 2011 when the interest rates were revised upward to 10.25% from 10.00% for loans upto Rs. 20 lakhs and to 10.75% from 10.00% for loans above Rs. 20 Lakhs.

The Company offered a concession of 0.25% to prospective salaried class customers /concession of 0.50% for rural housing subject to the rate of interest being a minimum of 10%.

Profitability

Your Company achieved a proiit before tax (PBT) of Rs.7925.04 lakhs as against the corresponding figure of Rs.6114.78 lakhs in the previous year, registering a growth of more than 29%. Profit after tax (PAT) also increased by 31% to reach the figure of Rs.5815.29 lakhs from Rs. 4434.32 lakh last year.

Dividend

Your Directors recommend payment of dividend for the year ended March 31, 2011 at the rate of 10% on equity shares. The dividend shall be paid subject to approval by the shareholders at the Eleventh annual general meeting to be held on 25 May, 2011 to such shareholders whose name appear in the register of members as on the said date.

Resource Mobilization

Your Company persisted in its effort in building a diversified resource base with lowest cost possible for preferred tenures. The resource base of your Company consists of NHB refinance, term loans from banks and financial assistance from Repco Bank.

Refinance from NHB

During the year, your Company has received sanction for Rs. 25000 lakh and availed fresh refinance assistance amounting to Rs. 9454 lakh from the National Housing Bank (NHB). As on 31 March 2011 the outstanding NHB refinance in our books stands at Rs. 89149 lakh.

Term Loan from Banks

During the year under review, term loans amounting to Rs. 55471 lakh were availed from the Banks and Financial Institutions, taking the total term loan outstanding to Rs. 93575 lakh.

Compliance with NHB Guidelines

Your Company has been scrupulously conforming to all the guidelines and directions issued by NHB on asset classification, accounting standards, income recognition, provisioning, capital adequacy, credit concentration / investments, credit rating etc., as issued from time to time.

Capital Adequacy

The Capital Adequacy Ratio of the Company as on 31 March 2011 was 18.21% against the minimum stipulated requirement of 12.00%.

CORPORATE GOVERNANCE

In business parlance Corporate Governance is defined as an internal system encompassing policies, processes and people, which caters to the need of all stakeholders of the Company by directing and controlling management activities with objectivity, accountability and integrity. Sound corporate governance indicates a healthy board culture which safeguards policies and processes in the backdrop of external marketplace commitment and legislation.

The ethical formation of Repco Group of Companies ensure a culture for promoting good governance and voluntary compliance facilitating effective participation of different stakeholders while creating a framework of best practices, structure and processes clearly defining the rights and responsibilities of different role players for making independent and informed decisions on corporate affairs.

BOARD OF DIRECTORS

The management of affairs and business of the Company is vested in the Board of Directors comprising a non-executive Chairman, a Managing Director, Executive Director and 9 Directors who are Non Executive Directors. The Chairman and Directors of the Company are professionals and persons of eminence having vast and varied experience.

Pursuant to the provisions of Section 255, 256 and all other applicable provisions of the Companies Act, 1956, two third of the Directors are in the category of Directors required to retire by rotation and one third of those Directors would retire every year and if eligible, they could seek reappointment at the Annual General Meetings.

Meetings of the Board are being held at regular intervals and at least once in a quarter. During the year 2010-11, the Board of Directors met 4 times. The Board discharges the duties and responsibilities diligently as required under the various applicable statute(s) including the Companies Act, 1956, Directions/ Guidelines issued by National Housing Bank and other regulatory authorities from time to time.

COMMITTEE OF THE BOARD

Boards of Directors have constituted Audit Committee, Management Committee and Compensation Committee with appropriate delegations for speedy decision-making and periodical review of business performance. These Committees, depending upon the requirements and delegations, take decisions/prepare the groundwork for decision-making and report at the subsequent meetings of the Board.

AUDIT COMMITTEE

During the year 2010-11, the Audit Committee met twice. The Committee in its meetings analyzed financial parameters and progress of the Company and gave directions for improvement.

MANAGEMENT COMMITTEE

Management Committee met one time in the year 2010-11.

HUMAN RESOURCE DEVELOPMENT

The objective of human resource development in an organization is to enhance human productivity through progressive and consistent policies in knowledge & skill upgradation and betterment of employment conditions at all levels. Human resource management''s objective is to maximize the return on investment from the organization''s human capital. It is the responsibility of human resource departments in a corporate context to conduct these activities in an effective, legal, impartial and cohesive manner.

Your Company worked tirelessly towards the skill up gradation of its employees by introducing objective performance appraisal mechanism and performance linked incentive structure and up to date technology infrastructures. Employees are nominated regularly to attend various training programmes conducted by NHB, RBI & other capacity development institutions besides organizing in-house training programmes.

The Company provides a professional work environment and maintains a healthy relation with its employees. As on 31 March 2011, the number of people employed by the company stood at 232.

SOFTWARE DEVELOPMENT

RHFL has a web based centralized software solution known as Loan Origination System (LOS)/ Core Banking Solutions (CBS) in place to facilitate online sanction of loans.

PUBLIC DEPOSITS

Your Company has not accepted public deposits during the period under review. Hence the particulars as required under Section 10(l)(a)(b) of Housing Finance Companies (NHB) Directions, 2001 are not furnished.

PARTICULARS OF EMPLOYEES

There are no employees covered by Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975 as amended.

Particulars Regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Expenditure

Since the Companyis not carrying onany manufacturing activity, particulars required relating to Conservation of Energy and Technology absorption are not furnished. There are no transactions involving foreign exchange earnings or outgo during the year under review.

DIRECTORS

Your Directors place on record their appreciation of the valuable guidance, service and assistance rendered by Shri D.Jothi Jagarajan Shri C.K.Viswanathan , Shri M.Baiasubramanian and Shri.A.K.Goya) who ceased to be Directors of the Company. D r. S, Karutiah Panadian and Smt. K.B. Valasala Kumari were appointed as Additional Directors on 24 September 2010 .

Shri. R. Varadarajan has taken over as the Managing Director of the Company with effect from 1 October 2010.

In accordance with Articles of the Article of Association and Section 256 of the Companies Act, 1956, Dr. Vishwapati Trivedi, Shri Thomas Paul Diamond, Shri V Nadanasabapathy and Shri C.Thangaraju Directors, retire by rotation at the ensuing Annual General Meeting and being eligible, offers themself for re-appointment. Your Directors recommend their re-appointment.

AUDITORS

M/s. R. Subramanian And Co. Chartered Accountants retire as Auditors of the Company at the conclusion of the forthcoming Annual General Meeting and being eligible have offered themselves for re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuance to Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

a) in the preparation of the Annual accounts, the applicable accounting standards have been followed together with proper explanation relating to material departure, if any;

b) the accounting policies have been selected and applied consistently and the judgments and estimates made are reasonable and prudent so as to give a fair view of the state of affairs of the Company at the end of the financial year and the profit of the Company for that period;

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 for preventing and detecting fraud and other irregularities;

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

PARTICULARS RELATING TO LISTING OF SECURITIES

The shares of the Company are not listed on any stock exchange.

RISK MANAGEMENT

In compliance with the regulatory requirements as stipulated by the National Housing Bank, the Company has put in place an effective Asset Liability Management Policy.

The Board of Directors of the Company has constituted a high power committee to oversee ALM functions. The Committee reviews and monitors liquidity position and interest rate gap periodically.

INVESTMENTS

The aggregate investment of the Company as on 31 March 2011 is Rs. 5 lakh in Repco Infrastructure Development Company Limited and Rs. 200 lakh in equity shares of Repco MSME Limited which is in compliance with NHB guidelines and investment policy of the company.

INTERNAL CONTROL SYSTEMS

The Board of Directors of the Company has already placed well-articulated internal control measures commensurate with the size of the organization and intricacies of the business risk. The system of regular inspection by Inspection Department and Internal Audit by Chartered Accountants firm of selected branches form part of the internal control system. The audit committee regularly reviews the significant observations of internal audit and inspection of the branches. The audit committee observations and recommendations are being placed before the Board and implemented.

BUSINESS OPERATIONS NETWORK

The Company is currently having 52 branches and 17 centres across Tamil Nadu, Andhra Pradesh, Karnataka, Kerala, Puducherry and Maharashtra. The Company is exploring opportunities for new market expansion in the states of Tamilnadu, Andhra Pradesh ,Kerala, Gujarat, Maharashtra, West Bengal, Jharkand,Madhya Pradesh and Orissa to open 25 new branches in FY 2011 -2012.

OUTLOOK

The Company''s prospects appear to be bright given its efficacious treasury management and robust credit appraisal systems. Adiversifiedbranchpresenceacross the country in the forthcoming financial year would help in sustaining the staggering growth rate record achieved since inception. The variegated sources of funds procured at a cost effective rate complemented by an increasing trend in credit off take augurs well for the Company which is poised to achieve impeccable growth in its profitability in the future.

ACKNOWLEDGEMENTS

The Directors of your Company wish to place on record their sincere gratitude to the National Housing Bank and its Executives for their patronage and whole- hearted support. We also record our gratitude to our bankers, financial institutions and insurance companies for their continued trust, support and assistance given to the Company.

The Board places on record its sincere gratitude to REPCO Bank and the Carlyle Group-the shareholders. Government, local/statutory authorities,customers and all others for their patronage and support for the achievements by the Company despite the most competitive environment in the market.

Your Directors take this opportunity to thank all the executives and employees of the Company and wish to place on record their commendable hard work, team spirited efforts and dedicated service to the customers which enabled the Company to achieve an appreciable level of business performance during the year.

For and on behalf of the

Board of Directors

Place : Chennai (Dr. S. Karuthiah Pandian)

Date : 29 April 2011 Chairman

Mar 31, 2010

The Directors take pride and pleasure in presenting the 10th Annual Report of your Company with the Audited Accounts for the year ended March 31. 2010

Financial Results

For the Year ended For the Year ended March 31. 2010 March 31, 2009 (Rs. in Lakh) (Rs. in Lakh)

Loans Sanctioned 64.905 47,295

Loans Disbursed 58,308 42,837

Loans Outstanding 140,801 99,059

No. of Loan Accounts 23.244 18,676

Business per employee 838.00 846.66

Net NPA as a % of Net Advances 0.86 0.70

Income from Operation 16,428.60 11,482.43

Profit before tax 6,114.78 3,719.67

Less: Provision for tax 1,680.45 1,019.17

Profit after tax 4,434.33 2,700.50

Balance brought forward from previous year 1,365.85 132.53

Profit available for appropriation 5,800.18 2,833.04

Appropriation:

Transfer to Special Reserve 1,267.64 770.57

Transfer to General Reserve 2,000.00 100.00

Proposed Dividend 464.42 509.95

Corporate Dividend Tax thereon 78.93 86.67

Balance carried forward 1,911.18 1,365.85

Performance Highlights

Lending Operations

During the year 2009-10, your Company accorded sanction to 6.693 loan proposals amounting to Rs. 64.905 lakh thereby taking the cumulative sanction to Rs. 203,004 lakh as on 31 March 2010, an incremental growth of more than 37'' as compared to previous year''s sanction figure of Rs 47.295 lakh The disbursement during the year was Rs.58 308 lakh towards 6 387 loan accounts while the cumulative disbursement stood at Rs 185,928 lakh as on 31 March 2010 registering more than 36% growth over the previous year''s disbursal figure of Rs.42837 lakh. The outstanding at the end of the year was Rs 140.801 lakh as against Rs.99,059 lakh as on March 31. 2009. a growth rate of more than 42%. The

Company''s excellent growth has been on the solid foundation of credit quality which is evidenced by the GNPA figure of 1.24% and NNPA figure of 0.86% as on March 31, 2010

Interest rates

This financial year was characterized by a reduction in interest rates by players In the market to stimulate credit off take. Teaser loan offerings were introduced by banks /blousing finance companies which were even as low at 8%. However these offerings are expected to be weaned away by the banks/housing finance companies The presence of sufficient liquidity in the system is resulting in high competition

The Company effected reduction in the prime lending rate by 50 bps for all existing and prospective loans from 10 50% to 10% for loans up to Rs.20 lakh and from 11% to 10 50% for loans above Rs 20 lakh This reduction was complemented by a modification in the credit song mechanism

The Company also offered further concession of 0.5% to prospective salaried class customers.

Profitability

Your Company achieved a profit before tax (PBT) of Rs.6.114.78 lakhs as against the corresponding figure of Rs. 3.719 67lakhs in the previous year, registering a growth of more than 64% Profit after tax (PAT) also increased by more than 64% to reach the figure of Rs. 4.434 33lakhs from Rs. 2,700 50 lakh last year.

Dividend

Your Directors recommend payment of dividend for the year ended March 31. 2010 .The dividend shall be paid subject to approval by the shareholders at the tenth annual general meeting to be held on 25 May, 2010 to such shareholders whose name appear in the register of members as on the said date

Resource Mobilization

Your Company persisted in its effort in building a diversified resource base with lowest cost possible for preferred tenures. The resource base of your Company consists of NHB refinance ten loans from banks and financial assistance from Repco Bank.

Refinance from NHB

During the year, your Company has received sanction for Rs 40,000 lakh and availed fresh refinance assistance amounting to Rs 29 300 lakh from the National Housing Bank (NHB) As on March 31 2010 the outstanding NHB refinance in our books stands at Rs 70.972 lakh.

Term Loan from Banks

During the year under review loan of Rs. 999 lakh were availed from the Banks and (financial Institutions, taking the total term loan outstanding to Rs.54.797 60 lakh Theses loans were drawn at varying spread below Ihe prime lending rates of the respective banks.

Compliance with NHB Guidelines

Your Company has been scrupulously conforming to all the guidelines and directions issued by NHB on asset classification. accounting standards, income recognition, provisioning capital adequacy, credit concentration / investments, credit rating etc., as issued from time to time

Capital Adequacy

The Capital Adequacy Ratio of the Company as on 31 March 2010 was 21.13% against the minimum stipulated require- ment of 12.00%.

Corporate Governance

In business parlance Corporate Governance is defined as an internal system encompassing policies, processes and people which caters to the need of all stakeholders of the Company by directing and controlling management activities with objectivity. accountability and integrity. Sound corporate governance indicates a healthy board culture which safe- guards policies and processes in the backdrop of external marketplace commitment and legislation.

The ethical formation of Repco Group of Companies ensure a culture for promoting good governance and voluntary compliance facilitating effective participation of different stakeholders while creating a framework of best practices, structure and processes clearly defining the rights and responsibilities of different role players for making independent and informed decisions on corporate affairs.

Board of Directors

The management of affairs and business of the Company is vested in the Board of Directors comprising a non-executive Chairman, a Managing Director. Executive Director and 9 Directors who are Non Executive Directors. The Chairman and Directors of the Company are professionals and persons of eminence having vast and varied experience.

Pursuant to the provisions of Section 255, 256 and all other applicable provisions of the Companies Act, 1956, two third of the Directors are in the category of Directors required to retire by rotation and one third of those Directors would retire every year and if eligible, they could seek reappointment at the Annual General Meetings

Meetings of the Board are being held at regular intervals and at least once in a quarter During the year 2009-10. the Board of Directors met 4 times The Board discharges the duties and responsibilities diligently as required under the various applicable statute(s) including the Companies Act. 1956. Directions/Guidelines issued by National Housing Bank and other regulatory authorities from time to time

Committee of the Board

Boards nf D" i i have constituted Audit Committee Management Committee and Compensation Committee with appropriate delegations for speedy decision-making and periodical review of business performance. These Committees, depending upon the requirements and delegations lake decisions/prepare the groundwork for decision-making and report at the subsequent meetings of the Board

Audit Committee

During the year 2009-10, the Audit Committee met thrice. The Committee in its meetings analyzed financial parameters and progress of the Company and gave directions for improvement

Management Committee

Management Committee met one time in the year 2009-10. Matters involving amendments to the credit policy and a comprehensive review of the Credit and Risk Management function were examined by the committee before being placed to the Board.

Human Resource Development

The objective of human resource development in an organization is to enhance human productivity through progressive and consistent policies in knowledge & skill up gradation and betterment of employment conditions at all levels. Human resource management''s objective is to maximize the return on investment from the organization''s human capital. It is the responsibility of human resource departments in a corporate context to conduct these activities in an effective, legal, impartial and cohesive manner.

Your Company worked tirelessly towards the skill up gradation of its employees by introducing objective performance appraisal mechanism and performance linked incentive structure and up to date technology infrastructures. Employees are nominated regularly to attend various training programmes conducted by NHB, RBI & other capacity development institutions besides organizing in-house training programmes.

The Company provides a professional work environment and maintains a healthy relation with its employees. As on 31 March 2010, the number of people employed by the company stood at 194.

Software Development

RHFL has a web based centralized software solution known as Loan Origination System (LOS)/ Core Banking Solutions (CBS) in place to facilitate online sanction of loans

Public Deposits

Your Company has not accepted public deposits during the period under review Hence the particulars as required under Section 10(1)(a)(b)of Housing Finance Companies (NHB) Directions, 2001 are not furnished.

Particulars of Employees

There ride no employees covered by Section 217(2A) of the Companies Act. 1956 read with Companies (Particulars of Employees) Rules 1975 as amended

Particulars Regarding Conservation of Energy. Technology Absorption and Foreign Exchange Earnings & Expenditure

Since the Company is not carrying on any manufacturing activity particulars required relating to Conservation of Energy and Technology absorption are not furnished There are no transactions involving foreign exchange earnings or outgo during the year under review.

Directors

Your Directors place on record their appreciation of the valuable guidance, service and assistance rendered by Shri Mohan Pyare and Shn E Santhanam who ceased to be Directors of the Company. Shri Mutia Kalaivanan and Shri C Thangaraju were appointed as Additional Directors on August 28 ,2009 and March 26 2010 respectively.

In accordance with Articles of the Article of Association and Section 256 of the Companies Act 1956. Shri. A K Goyal Shri Thomas diamond Shri V Nadanasabapathy and Shri C K. Viswanathan Directors, retire of rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your Directors recommend their re-appointment

Auditors

M/s R. Subramaman And Company, Chartered Accountants retire as Auditors of the Company at the conclusion of the forthcoming Annual General Meeting and being eligible have offered themselves for re-appointment

Directors Responsibility Statement

Pursuance to Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

a) in the preparation of the Annual accounts, the applicable accounting standards have been followed together with proper explanation relating to material departure if any;

b) the accounting policies have been selected and applied consistently and the judgments and estimates made are reasonable and prudent so as to give a fair view of the state of affairs of the Company at the end of the financial year and the profit of the Company for that period:

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 for preventing and detecting fraud and other irregularities;

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

Particulars Relating to Listing of Securities

The shares of the Company are not listed on any stock exchange.

Risk Management

In compliance with the regulatory requirements as stipulated by the National Housing Bank, the Company has put in place an effective Asset Liability Management Policy.

The Board of Directors of the Company has constituted a high power committee to oversee ALM functions. The Commit- tee reviews and monitors liquidity position and interest rate gap periodically

Investments

The aggregate investment of the Company as on March 31, 2010 is Rs. 5 lakh in Repco Infrastructure Development Company Limited which is in compliance with NHB guidelines and investment policy of the company Further the Company has also paid Rs.200 lakh towards subscribing to equity shares of Repco MSME Limited

Internal Control Systems

The Board of Directors of the Company has already placed well-articulated internal control measures commensurate with the size of the organization and intricacies of the business risk The system of regular inspection by Inspection Department and Internal Audit by Chartered Accountants firm of selected branches form part of the internal control system. The audit committee regularly reviews the significant observations of internal audit and inspection of the branches. The audit committee observations and recommendations are being placed before the Board and implemented.

Business Operations Network

The Company is currently having 38 branches and 13 centers across Tamil Nadu, Andhra Pradesh, Karnataka, Kerala, Pondicherry and Maharashtra The Company is exploring opportunities for new market expansion in the states of Tamilnadu, Karnataka, Kerala, Andhra Pradesh Maharashtra and Orissa to open 28 new branches in FY 2010-2011.

Outlook

The Company''s prospects appear to be bright given its efficacious treasury management and robust credit appraisal systems A diversified branch presence across the country in the forthcoming financial year would help in sustaining the staggering growth rate record achieved since inception. The variegated sources of funds procured at a cost effective rate complemented by an increasing trend in credit off take augurs well for the Company which is poised to achieve impeccable growth in its profitability in the future

Acknowledgements

The Directors of your Company wish to place on record their sincere gratitude to NHB and its Executives for their patronage and whole-hearted support. We also record our gratitude to our bankers, financial institutions and insurance companies for their continued trust, support and assistance given to the Company.

The Board places on record its sincere gratitude to REPCO Bank and the Carlyle Group-the shareholders, Government, local/statutory authorities, customers and all others for their patronage and support for the achievements by the Company despite the most competitive environment in the market.

Your Directors take this opportunity to thank all the executives and employees of the Company and wish to place on record their commendable hard work, team spirited efforts and dedicated service to the customers which enabled the Company to achieve an appreciable level of business performance during the year.

Place : Chennai For and on behalf of the Board of Directors

Date : April 23, 2010 D.Jothi Jagarajan

Chairman

Mar 31, 2009

The Directors fake pride and pleasure in presenting the 9th Annual report of your Company with the Audited Accounts for the year ended March 31,2009.

Financial Results

For the Year ended For the Year ended March 31,2009 March 31,2008 (Rs, in Lakh) (Rs. In Lakh)

Loans Sanctioned 47295 29473

Loans Disbursed 42837 27558

Loans Outstanding 99059 65503

No. of Loan Accounts 18676 15016

Business per employee 846.66 560.00

Net NPA as a % of Net Advances 0.70 0.66

Income from Operation 11462.43 7139.30

Profit before tax 3719.67 1245.37

Less: Provision for tax 1019.17 588.37

Profit after tax 2700.50 1557.00

Balance brought Forward from previous year 132.53 20.28

Profit available for appropriation 2933.04 1577.26

Appropriation.

Transfer to Special Reserve 770.57 412.49

Transfer to General Reserve 100.00 500.00

Proposed Dividend 509.95 369.47

Corporate Dividend Tax thereon 86.67 62.79

Balance carried forward 1365.35 132.53

Performance Highlights

Lending Operations

During the year 2003-09 your mm pan y accorded sanction to 5196 loan proposals amounting to R s. 472.95 crore thereby taking the cumulative sanction so Rs. 1330.99 crore as on 31 March 2009. an incremental growth of more than 60u o as compared to previous year s sanction figure of R 3.294.73 crore. The. disbursement du ring the year was FI s.428.37 crore towards -1917 loan accounts while the cumulative disbursement stood at Rs. 1276.20 crore as on 31 Match 2009 registering more than 55% grown over the previous year''s disbursal figure ot Rs.275.5fl crore. The outstanding at the end of the year was Rs.990.59 crore as against Rs.655.06 crore as on March 31, 2008- once again a growth rate of more than 51 %, The Company ts proud of this achievement particularly in a less than buoyant market condition where the major players are struggling to register 20% growth rate More importantly, the growth was achieved with due regard to credit quality which is evident from the GNPA figure of 0.95% and NNPA figure of 0.70% as on 31-3-2009.

Interest rates

The major part of the Iasi fiscal was marked by very high inflation mainly influenced by international factors, which tightened the liquidity position and put pressure on spreads forcing most of jihs home Scan provident increase the Sending rates. However, (he Reserve Bank of India intend/need after mid-September 2008 by reducing policy rates like repo, reverse repo and CRR coupled with liquidity enhancing measure which started taking cascading efforts in the last quarter of 2008- 09. During the first 9 months of the fiscal, when many housing finance companies increased the home loan rates more than once, your Company enhanced the interest rates by 75 bps only once during August 2008 while the benchmark PLR was reduced for all new loans up to Rs.20 lakhs by 150 bps and tor more than Rs.20 lakhs by 100 in February 2009 keeping in pace with the market sentiments. We also extended this benefit to existing customers by lowering interest rates by 50 bps for all loans released before February 2009 with effect from April 1, 2009. The Company also introduced risk based pricing from October 2008 by ope rationalizing the credit-scoring model for each individual borrower. During mare part to the year your Company maintain# an interest spread to more than 300 bps relying mainly on operational effectiveness and low overhead even in the face of rising cost of funds and intense competition.

Profitability

Your Company achieved a profit before tax (PBT) of FIs. 3719.67lakhs as against the corresponding figure of Rs. 2145.37 lakhs in the previous year, registering a growth of more than 73%. Profit after tax (PAT) also increased by more than 73% to reach the figure of Rs.2700.50 lakhs from Rs. 1557.00 lakh last year.

Dividend

Your Directors recommend payment of dividend for the year ended March 31 r 2009 at the role of S% on equity and 5% on preference shares. The dividend shall be paid subject to approval by the shareholders at the ninth annual general meeting to he held on 19 May. 2009 to such shareholders whose name appear in the register of members as on the sa:d date.

Resource Mobilization

Your Company persisted in its effort in holding a diversified resource base with lowest cost possible for preferred tenures. The resource base of your Company consists to NHB refinance, term loans from banks and financial assistance from Repoo Rank. Your Company had applied fore long-term credit facility from Overseas Private Investment Corporation (OP1C), USA.A term sheet tor the proposed loan winch is to the lone of $30 million US Dollars has been executed. Subsequently the approval of the Reserve Bank of India has been sought with regard to availing the said facility. The proposal would greatly be instrumental in bringing down the weighted average cost of borrowings

Refinance from NUB

During the year, your Company has received sanction tor R s. 300.00 crore and availed fresh refinance assistance amounting to Rs.250.00 crore from the National Housing Bank (NHR). As nn 31 March 2009 the outstanding NHB refinance in our books stands at R$,446.23 crore.

Term Loan from Banks

During the year under review, term loan of Rs 162.2G crore were availed from the Banks and Financial Institutions, taking the total term loan outstanding to FIs,403.06 crore. These loans wife drawn air varying spread below the prime lending rates of the respective banks.

Compliance with NH8 Guidelines

Your Company has been scrupulously conforming to all the guidelines and directions issued by NHB on asset classification, accounting standards, income recognition, provisioning, capital adequacy, credit concentration i investments, credit rating etc., as issued from time to time.

Capital Adequacy

The Capital Adequacy Hate of me Company as on 31 March 2009 was 24.98% against the minimum stipulated requirement of 12 00%.

Corporate Governance

In business parlance Corporate Governance is defined as an internal system encompassing polices, processes and people which caters to the need of all -stakeholders of the Company by directing and controlling management activities With objectivity, accountability and integrity. Sound corporate governance indicates a healthy hoard culture which safeguards policies and processes in the backdrop of external marketplace commitment and legislation.

The ethical formation of Repco Group or Companies ensure a culture for promoting good governance and voluntary compliance facilitating effective participation of different stakeholders while creating a framework to best practices, structure and processes clearly defining the nights and responsibilities of different role players to making independent and informed decisions on corporate affairs.

Board of Directors

The management of affairs and business of the Company is vested in the board of Directors comprising a non- executive Chairman, a Managing Director, executive Director and 9 Directors who are Non Executive Directors. All Directors, except the Managing Director and executive Director are independent Directors. The On a i mi an and Directors of the Company are professionals persons of eminence having vast and varied experience.

Pursuant to the provisions of Section 25 256 and all other applicable provisions of the Companies Act, 1956, two third of the Directors are in the category of Directors inquired 1o retire by notation and one third of those Directors would retire every year and if eligible, they could seek reappointment at the Annual General Meetings

Meetings ot the Board are being held at regular intervals and at least once in a quarter During the year 2008-09. the Board of Directors met 4 times. The board discharges the duties and responsibilities diligently as required under the various applicable statute(s) including the Companies Act, 1956; Directions/Guide fees issued by National Housing Bank and other regulatory authorities from time to time.

Committee of the Board

Boards of Directors have constituted Audit Committee, Management Committee and Compensation Committee with appropriate delegations for speedy decision-making and periodical review of business performance, These Committees, depending upon the ''requirements an 1 relegations, take decisions/prepare the groundwork for decision-making and report at the subsequent meetings of the Board.

Audit Committee

During the year 2008-09, the Audit Committee met twice The Committee rn its meetings analyzed financial parameters and progress of the Company and gave directions for improvement.

Management Committee

Management Committee met one Time in the year 2008-09. Matters involving NPA Management, revision of interest rates and review of sanctions and disbursements of loans, introduction ot new schemes, schemes for employee benefits etc., were examined by the committee before being placed to the Board,

Human Resource Development

The objective of human resource development in an organization is lo enhance human productivity through progressive and consistent policies in knowledge & skill up gradation and betterment ot employment conditions at all levels. Human resource management''s objective is or maximize the return on investment from the organization s human capital. It is ihe responsibility of human resource departments in a corporate context to conduct these activities in an effective, segue, impartial and cohesive manner.

The major task facing the human resource department in an economic downturn is to identify and recruit effective personnel at moderate expense without compromising on quality while keeping the existing workforce also in order

Your Company worked tirelessly towards the skill up gradation of its employees by introducing objective performance appraisal mechanism and performance linked incentive structure, by providing so ope for social networking and up to date technology infrastructures. Employees are nominated regularly to attend various training programmes conducted by NHB. HDL & overcapacity development institutions besides organizing in-house training programmes.

The Company provides a professional woof environment and maintains a healthy relation with ;ts employees. As on 31 March 2009. the number of people employed by the company stood at 146.

Software Development

The present applications at RHFL are its own in-hose product. Further RHFL has a web based centralized software solution known as Loan Origination System (LOS) in place to facilitate online sanction ot loans.

Public Deposits

Your Company has not accepted public deposits during the period under review. Hence the particulars as required under Section 10(1)(aMb) of Housing Finance Companies (NNB) Directions. 2001 are nut furnished.

Particulars of Employees

There are no employees covered by Section 217(2A) of the Companies Act. 1956 read with Companies (Particulars of employees) Rules 1975 as amended.

Particulars Regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Expenditure

Since the Company is not carrying on any manufacturing activity, particulars required relating to Conservation of Energy and Technology absorption are not furnished There are no transactions involving foreign exchange earnings or outgo during the year under review.

Directors

Your Directors place on record their appreciation of the valuable guidance, service and assistance rendered by Shri I S.Karn and Shri.V.Ravindran who ceased to be Directors of the Company. Shri Mohan are. Dr. Vish warpath Tried, and Shri. A.K.Goyal were appointed as Additional Directors on 11 April, 2008. 8 September, 2008 and 16 March, 2003 respectively.

In accordance with Articles of the Article ot Association and Section 256 to the Companies Act, 1956, Shri C.K Vishwanathan, Shri Thomas Paul Diamond. Shri V N adan asabapathy and Shri ESanthanam Directors, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your Directors recommend their re-appointment.

Auditors

M/s P Subramanian And Co Chartered Accountant. Chennai. Statutory Auditors, retire as Auditors of the Company at the conclusion of the Forthcoming Annual General Mailing and being eligible have offered themselves for re-appointment.

Directors'' Responsibility Statement

Pursuance to Section 21 7(2AA) ot the Companies Act. 1956, your Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been together with proper explanation relating to material departure, it any;

b) the accounting policies have been selected and applied consistently and the judgments and estimates made are risible and prudent so as to give a fair view the state to affairs to the Company at the end of the financial year and the profit of the Company for that period;

c) proper and sufficient carry hay been taker tor the maintenance of adequate accounting records in accordance with the provisions of the Companies Act. 1956. tor safeguarding the assets of the Company for preventing and detecting fraud and other irregularities

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

Particulars Relating far Listing of Securities

The shares of the Company are not listed on any stock exchange

Risk Management

In compliance with the regulatory requirements as stipulated by the National Housing Bank, the Company has put in place an effective Asset Liability Management Policy.

The Board of Directors of the Company has constituted a high power committee to oversee ALM functions. The Committee reviews And monitors liquidity portion and interest rate gap periodically.

Treasury Operations

The investment Committee of your Company monitors the investment of surplus funds to maximize yields The aggregate investment of the Company as on 31 March 2009 is Rs. 112.37 lakh which is in compliance with NHS guidelines and investment policy of the company.

The net loss from sale of investment tor the year ended 31 March 2009 is Rs. 112.07 lakh. The dividend received tor the year ended 31 March 200& for the shares held by the Company is Rs. 1.87 lakh.

Internal Control Systems

The Board ot Directors of the Company nas already placed well-articulated internal control measures commensurate with the size of the organization and intricacies of the business reek, The system of regular inspection by Inspection Department and inseam Audit by Chartered Accountants firm of selected branches form part of the internal control system The audit committee regularly reviews the significant observations of internal audit and inspection of the branches. The audit committee observation are recommendations are being placed before the Board and implemented.

Business Operations Network

The Company is currently having 30 branches and 12 centers across Tamil Nadu, Andhra Pradesh. Karnataka, and Kerala & Pondicherry besides the Corporate Office Chennai. In this year four branches were started at Mysore. Hyderabad. Hubll and Rajahmundry. The Company is exploring opportunities for new market expansion in southern states and Maharashtra and plan open 10-12 new branches in FY Â£009 2010.

Outlook

The home loan market as a whole is slowing down despite reduction in property prices owing to reduced affordability and uncertainty hovering around job market The overall sectored growth rate is estimated to be around 10-12% last fiscal while some of the more recent market search findings project disbursal growth for the next 5 years at a single digit CAGR o'' around 5per cane However, in the long term, factors like revival In affordability with improved economic performance, favorable change in socio-demographic factors and underlying asset price movements are expected to drive the housing finance growth.

For the FY 2009-2010. your Company is thriving to scan even greater heights with more than 55''o targeted portfolio growth. While we expect ail our existing brandies to extend their full cooperation to make this target a reality, the Company is also planning to open 10-12 new branches in 2009 2010 to expand its network and continue with the growth momentum from the metro cities owing to rising urbanization as well as from Tier I and Tier It cities which are experiencing similar trends of increasing population and demand for housing.

In sync with the market sentiments and prudent practical. RHFL is also tightening its norms, as the Company is committed to give precedence to asset quality over growth in these challenging tines.

With empathetic customer service generating word-of-mouth publicity and enhanced brand awareness, we arc confident of achieving exponential growth in the coming days,

Acknowledgements

The Directors of your Company wish to place on record their sincere gratitude to the National Housing Bank and its Executives for 1 hair patronage and whole-hearted support, We also record our gratitude to our bankers. finandal institutions and insurance companies tor their continued trust, support and assistance given to the Company.

The Board places on record its sincere gratitude to REPCQ Bank and the Carlyle Group-tl.e shareholders, Government, back/statutory authorities, customers and all others for their patronage and support for ihe achievements by the Company despite the most competitive environment in the market.

Your Directors take this opportunity to thank all the executives and employees of the Company and wish to place on record I heir commendable hard work, team spirited efforts and dedicated service to the customers which enabled the Company to achieve an appreciable level of business performance during the year.

Place : Udhagarnandalam,

For and on behalf of the Board of Directors

Date : 24 April 2009 D.Jothi Jagarajan

Chairman

Mar 31, 2008

The Directors take pride and pleasure in presenting the 8th Annual Report of your Company with the Audited Accounts for the year ended March 31, 2008.

Financial Results

For the Year ended For the Year ended March 31, 2008 March 31, 2007 (Rs. in Lakh) (Rs. in Lakh)

Loan Sanctioned 29473 20247

Loan Disbursed 27558 19320

Loan Outstanding 65508 44184

No. of Loan Accounts 15016 11841

Business per employee 560.00 433.00

Net NPA as a % of Not Advances 0.86 1.49

Income from Operation 7139.30 4437.44

Profit before tax 2145.37 1443.79

Less; Provision for tax 538.37 291.04

Profit after tax 1557.00 1152.75

Balance brought forward from previous year 20.23 38.91

Profit available for appropriation 1577.28 1191.57

Appropriation:

Transfer to Special Reserve 412.49 582.66

Transfer to General Reserve 500.00 150.00

Proposed Dividend 363.47 375.00

Corporate Dividend Tax thereon 62.79 63.73

Balance carried forward 132.53 20.28

Performance Highlights Lending Operations

During the year 2007-06. your Company accorded sanction to 432 loan proposals amounting to Rs.294.73 crore hereby raking the cumulative sanction to ftÂ§.308 04 crore as on 31st March 20QB. a growth of around 4#Â§ as compared to previous year figure of fte.810.6 crore The disbursement during the year was Rs.275.58 crore towards 4205 loan accounts while the cumulative stood st Rs. 847.83 as on 31Sl March 2008 Registering more than 43% growth over the previous year''s figure of Rs 570.80 crore. The outstanding at the end of the year was Hs.655.OB crore as against Rs 44i. R4 crore as on March 31 2007 once again a growth rate of more than 48Â°?. Despite maintaining high rate of growth, your Company ensure that stringent credit evaluation norms were adhered to.

interest rates

The Indian cowry witnessed several upheavals during the year and mounting of inflationary pressure with the government urging the Dan King sector to continue flow of funds to housing and consumer sectors ay these were identified as drivers ot the economy Your Company marginally enhanced the interest rates twice during the year keeping in tune with the rising cost of funds out maintained concessions for genuine home seekers by providing cushions for loans up to Hs.2G lakhs and also extended a festive offer in the form of administrate fee wa ver and interest rate concessions for all categories of new borrowers for 2 months in the of FY 2007-03. The Company relied mainly on operational efficiency and increase in business volume to maintain !ho spread and profitability even in the takeout rising resource cost and intense competition.

Profitability

Your Company maintained a comfortable spread during major parts of the year and achieved a profit before tax (PBT) of Rs. 2145.37 ms as against the responding figure of Rs. 1443.79 lakhs in the previous year pestering a growth of mnre than 43%. Profit after lax (PAT) also increased by more than 35% to reach the figure of Rs.1557 lakhs.

Dividend

Your Directors recommend payment to dividend for the year ended March 31. 2008 at the rate to 8.00% on quay and 5% un preference shares. The dividend on preference shares is worked out as per the terms of Shareholders Agreement. The dividend shall be paid subject to approval by the shareholders at the eighth annual general meeting to be held on 5th May, 200S to such shareholders whose name appear m the$ register of members as on the$ said date.

Resource Mobilization

Your Company persisted in its effort in building a diversified resource base with lowest cost possible for preferred tenures The resource base of your Company consuls of NHB refinance, term loans from banks and financial assistance from Repco Bank In December 2007, the global PE major Carlyle Group entered into a strategic partnership with your Company as Carlyle Asia Growth Capital Partners has committed to pick up 49 per cent equity stake in RH-L for a consideration of S27.7 million [Rs. HO crore} by 2011 in different tranches out of which we are already in receipt of the first tranche to Rs.75.94 crore

Refinance from NHB

During the year, your Company has received sanction for Rs 50 00 crore and availed fresh refinance assistance amounting to Rs 20 00 crore from the National Housing Bank (NHBI. As on 31st March POOR the outstanding Nl ID refinance in our books stands at Rs.110.61 crore.

Term Loan from Banks

During the year under review, term loan uf Rs.23n 72 crore were availed from the Banks and Financial Institutions, taking the total term loan outstanding to Rs.375.eJ crore. These loans were drawn a varying spread below the prime lending rates of the respective banks.

Compliance with NHB Guidelines

Your Company has been scrupulously conforming to all the guidelines and directions issued by NHB on asset classification, accounting standards, income recognition provisioning, capital adequacy, credit concentration / investments, credit rating sin . as issued horn time to time.

Capital Adequacy

The Capital Adequacy Ratio to the Company as on 31 March 2008 was 31.53% against the minimum stipulated requirement of 12.00%. This has been greatly facilitated by infusion of fresh capital of our new partner Carlyle Group

Corporate Governance

The basic tenet of Corporate governance is establishing the synergy between relationships among the different stakeholders and the goals for which the corporation is governed. Corporate governance thrives to ensure the accountability to individuals in the organization and to improve economic efficiency, with a strong emphasis on shareholders welfare.

On various issues ranging from client service and business excellence to financial decorum and more, unambiguous rules and regulations complement the time-honored values on which the Repco Group has bear* formed.

The corporate governance structure of your Company specifies the distribution of lights and responsibilities among different participants, such as. the Board, executives, shareholders and other slake folders, and spells out the rules and procedures for making independent and informed decisions on corporate altars. By doing this, it also provides the structure through which the company objectives are set, and the means of attaining those objectives and monitoring performance.

Board ot Directors

The management of affaire arid business of the Company is vested in the Board of Directors comprising a non-executive Cha ''man, a Managing Director, Executive Director and S Directors who are Mon Executive Directors. Ail Directors except the Managing Director and Executive Director are independent Directors The Chairman and Directors of the Company are professionals anti persons of eminence having vast and varied experience.

The Notice of Disclosure of Interest as specified in section 299{1} of the Companies Act. 19b6 is being furnisher] by die Directors to the company at the beginning of each financial year and is being placed before the Board in their meetings} and the same 1$ recorded in the prescribed statutory records as provided in section 301 (1) of the Act.

Pursuant to the provision* of Section J5G. 256 anri All other applicable provisions of the Companies Act. 195n. two third to the Directors are in the category of Directors required to retire by rotation and one third of those Directors would retire every year and if eligible, they might seek reappointment at the Annual Genera! Meetings, Managing Director is being appointed for a term to 3 years and would be eligible to re appointment on completion to his term.

Meetings of the Board am being held at regular intervals and at least once in a quarter During the year 2007 08. the Board a of Directors met 4 times, life Board discharges the duties and responsibilities diligently as required under the various applicable statute(s) including the Companies Act. 1956 Directions/Guidelines issued by National Housing Bank and other regulatory authorities from the to time.

Committee of the Board

Boards of Directors have constituted Audit Committee Management Committee and Compensation Communities with appropriate delegations for speedy making and periodical review of business performance. These Committees depending upon the requirements and delegations, take decision s/prepare the groundwork for decision-making and report at the subsequent meetings of the Board

Audit Committee

During the year 2007-03. the Audit Co mm i! fee met two times. The Committee in its meetings analyzed financial parameters and progress of the Company and gave directions for improvement.

Management Committee

Management Committee met time in the year 2QQ7-Q8. Matters involving MPA Management, revision ot interest rates and review of sanctions and disbursements of loans, introduction of new schemes, schemes for employee benefits etc.. were examined by the committee before being placed to the Board.

Human Resource Development

It is a- acknowledged fact that Human Resource is the backbone of any modern organization, particularly so For service sector institutions. Properly trained and highly skilled human resource is perceived as the greatest asset of such an organization They contribute To efficiency growth, and increased productivity and marten reputation of an organization In recent years, there have been rapid technological advancements in various fields all over the world and the rate of obsolescence of products as went as process has become very htgh In order to cope with the industry demand and technological advancements, organa/dons need to develop capacity building strategy for our fib man capital to attain the required skill levels coupled with proper retention strategy so as to restrict the probable brain dram.

Your Company works persistently towards the qualitative improvement to its human capital by imparting training to sharpen their managerial skills by fa: r performance appraisal by providing scope for social networking and up to date technology infrastructures. Employees arc nominated regularly to attend various training programmes conducted by NHB. RBI & other capacity development institutions besides organizing in house training programmes.

The Company provides a professional work environment and maintains a healthy relation with its employees. As on 31 March Rs.408. the number of people employed by the company stood at 117.

Software Development

The present applications at RHFL are its own n house product It is proposed to migrate to a web based centralized software solution before September 2G0B end the development of the samo as under progress

Public Deposits

Your Company has not accepted public deposits during the period under review. Hence the particulars as required under Section 10{t)(a){b) of Housing Nance Companies (NHB) Directions, 2001 arc noticed However, the Company is in the process to Initiating public deposit schemes in the FY 2008-09.

Particulars of Employees

Since the Company is not carrying on any manufacturing activity, particulars required relating to Conservation of Energy and Technology absorption are not furnished. There are no transactions involving foreign exchange earnings or outgo during the year under review.

Particulars Regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Expenditure

Since the Company is not carrying on any manufacturing activity, particulars required relating to Conservation of Energy and Technology absorption are not furnished. There are no transactions involving foreign exchange earnings or outgo during the year under review.

Directors

Your Directors place on record their appreciation of the valuable guidance service and assistance rendered hy Shri. S Audiseshiah. Shri. R S Sirohi who ceased lo be Directors of the Company. Shri D Jothi Jagarajan. I.A.S, SJiri I B Karn were appointed as Additional Directors on Â£1v September 2007. Shri. V. Ravindran, Shri M Shankar Narayanan arid Shri. Mahesh Parasuraman were appointed as Additional Directors on 20 December 2007,

In accordance with Articles of the Article of Association and Section 256 of the Companies Act. 1956. and Shri Thomas Paul Diamond. Shri. V. Madanasabapathy and Shri E. Santhanann. Directors, ret re by ''Option at the ensuing Annual General Meeting and being eligible, offers the self for re- appointment. Your Directors recommend their re-appointment.

Auditors

M/s. R Subramanian and Company, Chartered Accountant, Chennai, Statutory Auditors, retire as Auditors of the Company at the conclusion of the forthcoming Annual General Meeting and being eligible have ottered themselves fur re-appointment.

Directors'' Responsibility Statement

Pursuance to Section 217(2AA} of the Companies Act. 1Q56. your Directors confirm that:

a) in ihe preparation of the annual accounts, the applicable accounting standards nave been followed together with proper explanation relating to material departure, if any:

b) the accounting policies have been selected and applied consistently and the judgments and estimates made are reasonable and prudent so as to give a fair view of the state of affairs of the Company at the end of the financial year and the profit of the Company for that period1.

g) proper SM sufficient care have been taken for the maintenance $ adequate accounting records in accordance with the provisions of the Companies Act, 1056, for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities:

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

Particulars Relating to Listing to Securities

Being a closely held company, the shares are not listed in any stock exchange.

Risk Management

In compliance with the regulatory requirements as stipulated by the National Housing Dank, the Company has pul in place an effective Asset Liability Management Policy.

The Board of Directors of the Company has constituted a high power committee to oversee ALM functions. The Committee reviews and monitors liquidity position and interest rate gap periodically.

Share Capital

The authored capital has been increased room Rs.5D.00 crore to Rs. 100.00 crore during the year and which is divided 1 59,776,000 Equity shares Of Rs 10/- each; and

2. 40,224,000 Series "A'' Cumulative Fully Convertible Preference Shares of Rs. 10 each.

During the year, the Company allotted Equity & Preference shares as detailed below

1) 8,6031.912 Equity Snares of Rs.42/- each for cash at par (feuding premium to Rs.32A per share} to M/s First Carlyle Growth VI and Co-Investors Due to this. She issued subscribed and paid up capital of equity shares increased from fls.3Q.00 wore to Rs.38.60 crore

2) 40,224,000 Series -A" Cumulative fully Convertible Preference Shares ot Rs. 10/- each fore cast at par Treasury Operations

The Investment Committee of your Company monitors the investment of surplus funds to maximize yields The aggregate investment of the Company as on 31 March 2008 was Rs 331.46 lakhs. which in compliance with NHB guidelines and investment poi fey of the company,

The net income from sale of invest 1 lent for the year ended 31st March 2006 is As. 146.82 lakh. The dividend received for the year ended 31T March 2008 for the shares held by the Company is Rs.5 lakh

Internal Control Systems

The Board of Erectors of the Company nas already placed well-articulated internal control measures commensurate with the size of the organization and intricacies of the business risk. The system of regular inspection by Inspection Department and Internal Audit by Chartered Accountants firm of selected branches form part of the internal control system The audit committee regularly reviews the significant observations of internal audit and inspection of The branches. The audit committee observations and recommendations are being placed before the Board and implemented.

Business Operations Network

The Company is currently having 26 branches and 7 centers across Tamil Nadu, Andhra Pradesh. Karnataka. Kerala and Pondicherry besides the Corporate Office at Chennai, f wo new branches were started at Hour and Then in Tamil Nadu in TV 2007-08. The Company is exponent opportunities for new market expansion In southern slates and Maharashtra and planning to open 11 new branches in FY Â£008-09

New Company for Infrastructure Development

With the satisfactory performance and expertise acquired, your Company is in a position to spread its wings in hitherto maiden areas such as infrastructure financing where the supply has no been commensurate to the growing demand and planning to float a subsidiary m near future named Repco infrastructure Development Company (RIDC). Your Company''s well earned goodwill and close rapport with the Central and Southern State Governments will make the proposed infrastructure development company a preferred partner for public-private- partnership (PPP) projects.

Outlook

The home loan market showed signs nr slowing down with property price correction being imminent in certain parts ot the country, particularly in respect of some Biggest lenders during 2007-06. After the sub-prime crisis in the Band its spillover effect in the stock market the mongage finance sector in India is also expected to subjected rn more minute regulatory scrutiny and tightening of norms with a view to impart more discipline in fending and improve the credit appraisal, documentation and monitoring.

There are bigger challenges lying earned of us as we prepare to scale higher summits this year aiming for more than 50% portfolio growth coupled with commensurate growth in profitability with GNPA restricted below 1.00%.

As always we shall require a coroneted team effort it this journey of making ourselves a Megaship company in the Indian housing finance, sector All our branches will have to assume greater responsibility for bus mess development and he prepared to toil to attain the higher goals.

We are confident that all FIHFL employees will take up the challenge in proper spirit and motivate themselves to achieve the same successfully.

Acknowledgements

The Directors to your Company wish to place on record their sincere gratitude to the National Housing and te Executives for their patronage and whole-hearted support We also record our gratitude to ICICI Prudential Late insurance Company Ltd . and United India Insurance Company Limited and our hankers and financial institutions for their continued trust, support and assistance given to the Company

The Board places on record its sincere gratitude to Hepco Bank and the Carlyle Group-the shareholderÂ®, government, local/statutory authorities and all others tor their patronage and support, for the achievements by the Company despite the most competitive environment in the market.

Your Directors take this opportunity to thank alt the executives and employees ot the Company and wish to place on record their commendable hard work, team spirited efforts and dedicated service to the customers which enabled the Company to achieve an appreciable level of business performance dm in the year.

Place : Chennai For and on behalf of the Board to Directors

Date : 11th April 2008 D Jothi Jagarajan

Chairman

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article