Directors Report of Home First Finance Company India Ltd.

Mar 31, 2025

Your Board of Directors'' ("Board") are pleased to present the 16^th Annual Report of Home First Finance Company India Limited (the "Company"/ "HomeFirst") together with the Audited Financial Statements for the Financial Year ended on March 31,2025 ("FY25").

Company Overview:

HomeFirst is a leading technology-driven affordable housing finance company in India with a vision to empower people to live better and delivering the customer experience in a swift, transparent and unconventional manner. HomeFirst is uniquely positioned to provide home loans to underserved customers, including those with informal income documentation. The Company is dedicated to making affordable housing a reality for India''s low and middle-income groups.

The Company is registered with Reserve Bank of India (''RBI'') as a Housing Finance Company (''HFC'') and as a Corporate Agent with Insurance Regulatory and

Development Authority of India (''IRDAI''). Further, the Company is also listed with the National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE").

FINANCIAL SUMMARY:

Financial Results:

The Company''s financial performance over the past year''s reflects consistent growth and profitability, underscoring its ongoing sustainability. The key highlights of the Audited Financial Statements of your Company for FY25 and a comparison with the previous financial year ended on March 31, 2024 ("FY24") is summarized below:

(Amount in ''Crores)
Particulars	FY25	F Y24
Total Income	1,539.20	1,156.55
Less: Total Expenses	1,037.61	756.59
Profit/ (Loss) before tax	501.59	399.96
Less: Current tax	113.90	94.46
Less: Deferred tax	5.62	(0.22)
Profit after Tax	382.07	305.72
Other Comprehensive Income	(0.36)	(0.23)
Transfer of Statutory Reserve (u/s 29C of NHB Act, 1987)	(76.80)	(61.50)
Balance carried to Balance Sheet	304.91	243.99
Earnings per Share (Face Value ''2)
Basic ('')	42.83	34.65
Diluted ('')	42.07	33.67

The Financial Statements for the FY25, forming part of this Annual Report, have been prepared in accordance with IndAS notified under Section 133 of the Companies Act, 2013 (the "Act") and other relevant provisions of the Act.

State of Company''s Affairs:

''Housing for All'' has been the Company''s enduring vision, driving its commitment to providing loans for affordable housing to low- and middle-income group. This vision is further reinforced with a pan-India presence through 155 physical branches and 361 touchpoints led by technology-driven distribution, diversified funding sources, and strong risk management practices and contiguous expansion. In FY25, your Company''s customer-centric approach played a crucial role in achieving a key milestone of crossing of ''10,000 Crores in Assets Under Management ("AUM"). As on Mar''25, the AUM of the Company was ''12,712.72 Crores.

Post the end of FY25, your Company, has successfully raised primary capital amounting to ''1,250 Crores from Qualified Institutional Buyers by way of issuance of Equity Shares in accordance with the Qualified Institutions Placement as defined in SEBI (ICDR) Regulations. In pursuance of the said transaction, the Company has raised capital from foreign institutional investors, domestic mutual funds and insurance companies - both new and existing - affirming strong and continued confidence of shareholders in the Company.

Dividend:

In accordance with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "SEBI Listing Regulations"), the Company has formulated and adopted a Dividend Distribution Policy. The Dividend Distribution Policy is available on the website of the Company.

In view of the overall performance of the Company during FY25, the Board at its meeting held on May 1,2025 has recommended a final dividend of '' 3.70/- per equity shares with face value of ''2/- (Rupees Two only) each, which is equivalent to 185% of the face value of the equity shares, subject to the approval of the members at its ensuing Annual General Meeting of the Company, to be paid out as dividend. The Dividend payout ratio for FY25 shall be 10%, if approved by the shareholders.

In terms of the provisions of the Income Tax Act, 1961, dividend income is taxable in the hands of the members, and therefore will be subject to deduction of applicable tax. The Company has not declared any interim dividend during the financial year under review.

Unclaimed Dividend:

As on March 31, 2025, dividend amounting to ''68,043/-relating to dividend declared in FY23 and ''65,092.40/-relating to dividend declared in FY24 had not been claimed by the shareholders of the Company and the same has been transferred to Unclaimed Dividend Account of the Company. The Company has been following up with these shareholders to claim their dividend. A list of all the shareholders who have not claimed their dividend is hosted on the website of the Company.

Transfer to Reserves:

Pursuant to Section 29C of the National Housing Bank Act, 1987, the Company is required to transfer at least 20% of its net profit every year to a reserve before any dividend is declared. During the financial year under review, the Company transferred ''76.80/- Crores out of the previous year''s profits available for appropriation to the Statutory Reserve Fund.

Business Update:

âFoundations of Change'' - Purchasing a home is a transformative milestone that marks a significant change in an individual''s life bringing stability, security, and a profound sense of belonging. For many, home ownership instils a renewed sense of responsibility and pride, paving the way for lifestyle enhancements that often include children''s education, and long-term financial security. HomeFirst plays a pivotal role in enabling this change by offering simple, customised financial solutions. With a strong focus on transparency, customer care, and timely support, HomeFirst helps families turn their dream of home ownership into a strong and secure reality. For HomeFirst, this "Foundation of Change" is not just a vision â it is reflected in every home built, every family supported, and every dream fulfilled.

During the financial year under review, your Company has added 40 touchpoints including 22 branches, with a growing focus on the emerging affordable housing finance markets across the country. During the financial year under review, your Company has disbursed ''4,805.26 Crores. The Company''s Assets Under Management ("AUM") as at Mar''25 was '' 12,712.72 Crores; a YoY growth of 31.1%; while providing loans to more than 35,000 customers. ~89% of the borrowers in FY25 are women, while loans given to EWS / LIG borrowers account for 61% of our AUM.

During the FY25, your Company has also collaborated with 35 lenders and has raised '' 5,371 Crores through various modes. The Company is supported by a dedicated team of 1,634 employees to ensure sustainable growth while fulfilling our mission of making affordable housing a reality for all.

Key areas of business operations:

Product Offerings:

HomeFirst offers a comprehensive range of home loan products tailored to meet the diverse needs of its customers. These include, loans for the purchase or construction of residential properties and for the extension and repair of existing housing units.

Technology-Driven Processes:

The Company integrates technology in its operations to streamline processes, enhance customer experience, and improve efficiency. HomeFirst leverages digital tools to simplify the paperwork, approval, and tracking processes. This has not only reduced turnaround time for loan approvals but also improved accuracy of information, improved transparency and customer engagement keeping operating costs low.

Branch Network and Geographical Reach:

HomeFirst has established a strong physical presence across India, currently operating in 13 states/UTs with 155 branches and 361 touchpoints. This extensive network allows the Company to reach a wide customer base, particularly in semi-urban and rural areas where the demand for affordable housing is increasing. Owing to wider presence, your Company is able to understand the needs of different regions and customers and is able to provide better service.

Furthermore, your Company has a tie-up with 5 insurance companies, consisting of 4 life insurers and 1 general insurer, which has resulted in increase in the corporate agency business.

The highlights of the Company''s performance during FY25 are as follows:

â¢ The AUM as at Mar''25 amounted to ''12,712.72 Crores vis-a-vis ''9,697.83 Crores in the previous year; a year-on-year growth of 31.1%.

â¢ The profit before tax for FY25 increased by 25.4% to ''501.59 Crores (FY24: ''399.96 Crores). The profit after tax for FY25 increased by 25% to ''382.07 Crores (FY24: '' 305.72 Crores).

â¢ Strong Capital Adequacy ratio of 32.8 % as of Mar''25.

â¢ Stable Asset Quality - The Gross Non-Performing Assets (GNPA) as on Mar''25 was 1.7 % of the total loan book of the Company and corresponding Net Non-performing Assets (NNPA) was 1.3% as compared to GNPA of 1.7% and NNPA of 1.2% as at Mar''24.

â¢ The Net Interest Income reported for the year was ''566.79 Crores vis-a-vis '' 470.95 Crores in FY24.

â¢ The Net Worth of the Company as on March 31,2025 was '' 2,521.28 Crores (FY24: ''2,121.49 Crores).

HomeFirst''s commitment to sustainable growth is supported by sustainable business practices, fostering a positive impact on the environment, empowering communities, and maintaining the highest standards of governance. This commitment has proven successful, as the ESG rating provided by the S&P Global ESG Score has improved significantly from 34 in FY24 to 46 in FY25, reflecting our unwavering dedication to environmental, social, and governance excellence.

RESOURCES AND LIQUIDITY:

Your Company has made significant efforts in strengthening its asset-liability profile by diversifying its funding sources. This was achieved through a well-balanced mix of term loans, external commercial borrowing, direct assignments and NHB refinancing. The Company has maintained a practice of not raising funds through commercial paper and minimized exposure to short-term market fluctuations. The total borrowing limit as approved by the Shareholders is ''15,000 Crores

(Amount in ''Crores)
Instrument	Rating Agency	Rating	Outlook		Amount
Term Loan	ICRA	AA-		Stable	4,500
	India Ratings	AA-		Positive	4,100
	CARE	AA-		Stable	1,014
Commercial Paper	ICRA	A1		-	100
Commercial Paper	India Ratings	A1		-	100
Non-Convertible Debentures	ICRA India Ratings	AA-	Stable Positive		561 400
Non-Convertible Debentures	ICRA India Ratings	AA-	Stable Positive		561 400
During FY25, there has been no change/migration of the credit rating of the Company.

(Rupees Fifteen Thousand Crores only). Also, the Liquidity Coverage Ratio ("LCR") for Q4FY25 was 155.92% as against the regulatory requirement of 85%.

The details of resources and liquidity of the Company is as follows:

* Terms loans and others borrowings:

During the financial year under review, the Company has availed fresh bank facilities of '' 3,425 Crores from various banks and financial institutions.

As at March 31, 2025, the outstanding debt from banks and financial institutions stood at '' 7,101.52 Crores.

* Refinance:

Your Company availed refinance facilities of '' 500 Crores from the National Housing Bank under various refinance schemes during the financial year under review.

As of March 31, 2025, the outstanding debt from NHB stood at ''1,864.37 Crores.

* Direct assignment and co-lending:

During the financial year under review, your Company has raised ''663.19 Crores under direct assignment route (the total transaction undertaken during the year stood at ''705.33 Crores).

Also, during the financial year under review, your Company has originated '' 153.31 Crores under the colending route for its various partners.

* External Commercial Borrowings:

During the financial year under review, the Company has also raised funds up to USD 75 Million which is equivalent to ''629.78 Crores, in the form of External Commercial Borrowings (ECBs) from financial institution in order to fund to customers where women serve as a primary or co-borrower and to be more focussed in tier 2 cities. Furthermore, the Company do not carry any exchange

risk as the principal repayment and interest payments amounts are fully hedged.

As of March 31,2025, the outstanding debt in the form of ECB stood at ''299.97 Crores (the remaining amount remained unavailed).

* Non-Convertible Debentures:

During the financial year under review, there was no new borrowing made through NCDs. As at the end of FY25, the Company has outstanding secured, unlisted NCDs amounting to ''280 Crores (as per IND-AS amounts outstanding as at Mar''25 stood at ''284.84 Crores). Your Company has been regular in making payments of principal and interest on NCDs, as per the terms and conditions of the NCDs. The Company has complied with the provisions of Master Direction - Non-Banking Financial Company - Housing Finance Company (Reserve Bank) Directions, 2021, SEBI (Issue and Listing of Non -Convertible Securities) Regulations, 2021, SEBI Listing Regulations and the Act.

Disclosure as per Master Direction - Non-Banking Financial Company - Housing Finance Company (Reserve Bank) Directions, 2021:

(i) The total number of non-convertible debentures which have not been claimed by the Investors or not paid by the housing finance company after the date on which the non-convertible debentures became due for redemption: Nil.

(ii) The total amount in respect of such Debentures remaining unclaimed or unpaid beyond the date of such debentures become due for redemption: Nil.

CREDIT RATING:

The Company''s financial discipline and prudence is reflected in the credit ratings assigned by Credit Rating Agencies as under:

CAPITAL ADEQUACY RATIO:

As required under the RBI Master Directions, your Company must maintain a minimum capital adequacy ratio of 15%. As of March 31,2025, the Company''s capital adequacy ratio stands at 32.8% (March 31,2024: 39.5%), with a Tier I Capital Adequacy Ratio of 32.4%. This remains well above the regulatory requirement showing the Company''s stable financial position.

DEPOSITS:

As a non-deposit-taking Housing Finance Company, during the financial year under review, your Company has neither accepted nor renewed any amounts falling within the purview of provisions of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014. Therefore, the requirement to provide details of deposits covered under Chapter V of the Act or the details of deposits that are not in compliance with it does not apply to the Company.

AWARDS & RECOGNITIONS:

During the financial year under review, the Company was declared the winner in the category ''Best ESG Initiatives and Class NBFCs, Digital Payments and Lending Firms'' at the 19th ASSOCHAM Annual Summit & Awards on Banking and Financial Sector Lending, held in Mumbai.

CHANGE IN THE NATURE OF BUSINESS:

During the financial year under review, there has been no change in nature of business of the Company.

ALTERATION OF MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION:

During the financial year under review, the Company has not altered its Memorandum of Association and Articles of Association.

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

During the financial year under review, the Company did not have any Subsidiary, Associate or Joint venture Companies.

Also, the Company does not have any holding company as well.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN MARCH

31,2025 AND DATE OF THIS REPORT:

There have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Report, except allotment of equity shares amounting to ''1,250 Crores pursuant to the qualified institutions placement ("QIP") which is already disclosed in this report.

SHARE CAPITAL:

Authorized Share Capital:

During the financial year under review, there was no change in the Authorized Share Capital of the Company.

Issued, Subscribed and Paid-up Share Capital:

During the financial year under review, the Company allotted 15,39,373 Equity Shares to employees on exercise of stock options granted under ESOP 2012 Scheme, ESOP II Scheme and ESOP 2021 Scheme.

Pursuant to the aforesaid allotments of equity shares, the issued, subscribed and paid-up share capital of the Company stands increased to '' 1 8,01,1 1,080/-(9,00,55,540 Equity Shares of Face Value ''2 each) as at Mar''25.

Furthermore, during the financial year under review, the Board of Directors at their meeting held on January 28, 2025 and the shareholders vide their special resolution dated March 13, 2025 had approved the issuance and allotment of equity shares amounting to ''1,250 Crores under the qualified institutions placement as defined under SEBI (ICDR) Regulations. The allotment was made on April 11, 2025 (post the balance sheet date) by allotment of 1,28,86,597 equity shares at price of '' 970/-(including face value of ''2/- each). The post allotment share capital of the Company stands at '' 20,58,84,274/-comprising 10,29,42,137 equity shares of face value ''2/-each.

PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

All Related Party Transactions (RPTs) that were entered during the financial year were in the ordinary course of business and on arm''s length basis. The Company had duly obtained Omnibus approval from the Audit Committee to enter into RPTs. The RPTs are in the nature of sitting fees and commission paid to Independent

Directors and remuneration paid, ESOPs exercised and out of pocket expenses reimbursed to the KMPs. The details of transactions with related parties were placed before the Audit Committee and Board on quarterly basis. The Company has not entered into any material transactions with related parties during the financial year.

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 I.

Further as required by Master Directions - Non-Banking Financial Company - Housing Finance Company (Reserve Bank) Directions, 2021, Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions ("RPT Policy") is annexed as Annexure II and the same can be accessed on the website of the Company at RPT Policy.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Since your Company is engaged in financial services activities, its operations are not energy intensive nor does it require adoption of specific technology and hence information in terms of Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 is not provided in this Board''s Report. However, the Company has given the details of its initiative in relation to conservation of energy and technology absorption in BRSR provided in Annexure VII.

Foreign Exchange Earnings and Outgo:

The Company has no foreign exchange earnings. However, the expenses made in foreign currency are detailed out as below:

(Amount in ''Crores)
Sr no	Particulars	F Y25	FY24
1.	Directors related fees	0.19	-
2.	Software license fees	1.82	1.46
3.	Bank charges and processing fees	5.57	0.04
4.	Interest expense on foreign currency borrowings	41.49	9.86
5.	Recruitment expenses	-	0.03
6.	Professional fees	0.13	-
	Total	49.20	11.39

ANNUAL RETURN:

In pursuance of Section 92(3) of the Act and the Rules made thereunder and amended from time to time, the Annual Return of the Company in prescribed Form MGT-7 is available on the website of the Company, i.e., www.homefirstindia.com.

PAR T I CUL AR S OF LOANS , GUARANT E E S OR INVESTMENTS:

As your Company is a Housing Finance Company, the disclosure regarding particulars of loans given, guarantees given, security provided and investment made in the ordinary course of business is exempted under the provisions of Section 186 (11) of the Act.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has in place adequate internal financial

controls with reference to its financial statements. During the financial year under review, such controls were tested and no reportable material weakness in the design or operation was observed. In the opinion of the Auditors of the Company, there are adequate internal financial control procedures that are commensurate with the size of the Company.

MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Company''s inclusive and diverse Board of Directors work to safeguard the interests of all stakeholders.

As on Mar''25, the Company had 8 Directors comprising four (4) Independent Directors out of which two (2) are Women Independent Directors, three (3) Nominee Directors and 1 (one) Executive Director designated as Managing Director and CEO. The Chairman of the Board is an Independent Director.

Details of Board of Directors along with the Key Managerial Personnel as on Mar''25 is mentioned below:
Name	DIN/PAN	Designation
Mr. Deepak Satwalekar	00009627	Chairman and Independent Director
Ms. Geeta Dutta Goel	02277155	Independent Director
Mr. Anuj Srivastava	09369327	Independent Director
Ms. Sucharita Mukherjee	02569078	Independent Director
Mr. Divya Sehgal	01775308	Nominee, Non-Executive Director
Mr. Maninder Singh Juneja*	02680016	Nominee, Non-Executive Director
Mr. Narendra Ostawal	06530414	Nominee, Non-Executive Director
Mr. Manoj Viswanathan	01741612	Managing Director and Chief Executive Officer
Ms. Nutan Gaba Patwari	AGSPG3187G	Chief Financial Officer
Mr. Shreyans Bachhawat	AJDPB9500E	Company Secretary and Compliance Officer
*Ceased to be director with effect from May 02,2025 All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms
of Section 164(2) of the Act.

Appointment / Resignation of Directors:

During the financial year under review, there has been no change in the Board of Directors of the Company. However, consequent to the expiration of first term of Mr. Deepak Satwalekar (DIN: 00009627) as an Independent Director, the Board at its meeting held on May 8, 2024, as recommended by NRC, re-appointed Mr. Deepak Satwalekar for his second term for a period of 5 consecutive years w.e.f. October 23, 2024, which was subsequently approved by the members at the 15^thAnnual General Meeting held on June 20, 2024. The members have also approved the continuation of directorship of Mr. Deepak Satwalekar, Chairman and Independent Director (DIN:00009627) beyond the age of 75 years till the expiry of his second term.

Subsequent to the end of financial year, Mr. Maninder Singh Juneja (DIN: 02680016) has tendered his resignation from the Board of the Company with effect from May 2, 2025. Accordingly, the Board now comprises of seven directors, of which four are Independent Directors.

Key Managerial Personnel (KMP):

During the financial year under review, there was no change in the Key Managerial Personnel of the Company. In terms of the Act, the following were the KMPs of the Company as on Mar''25:

a. Mr. Manoj Viswanathan - Managing Director and Chief Executive Officer

b. Ms. Nutan Gaba Patwari - Chief Financial Officer

c. Mr. Shreyans Bachhawat - Company Secretary & Compliance Officer

Declaration by Independent Directors:

There are four Independent Directors on the Board of the Company. The Independent Directors have submitted their Declaration of Independence in accordance with the provisions of Section 149(6) of the Act read with Regulation 16 of SEBI Listing Regulations; stating that they meet the criteria of Independence and are not disqualified from continuing as Independent Directors and they have complied with the Code for Independent Directors as prescribed in Schedule IV to the Act.

The Board is of the opinion that the Independent Directors of the Company are eminent persons and possess requisite qualifications, integrity, expertise and experience (including the proficiency). As required under Rule 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors of the Company have confirmed that they have registered their names with the data bank maintained by the Indian Institute of Corporate Affairs and they have either undertaken the online proficiency self-assessment test or are exempted therefrom.

Declaration of Fit & Proper Criteria:

All the Directors of the Company have given the declaration to the effect that they are Fit & Proper, to be

appointed as Director, as per the criteria prescribed by RBI and IRDAI.

Director(s) Retiring by Rotation:

In terms of Section 152(6) of the Act read with the Articles of Association of the Company, not less than one-third of the total number of retiring directors should retire by rotation, at every Annual General Meeting. For the purpose of this section, the total number of directors to retire by rotation shall not include Independent Directors.

In accordance with provisions Section 152 of the Act, Mr. Divya Sehgal (DIN: 01775308), Nominee Director of the Company, being longest in the office, retires at the ensuing Annual General Meeting and is eligible and has offered himself for re-appointment. A brief profile of Mr. Divya Sehgal is provided in the annual report.

Performance Evaluation of the Board, Committees and Individual Directors:

The Company has defined a manner of evaluation as per the provisions of the Act and SEBI Listing Regulations and formulated a method for the evaluation of the performance of the Board, Committees of Board and individual Directors. The above manner is based on the Guidance Note on Board Evaluation issued by the SEBI on January 05, 2017.

The Board evaluates each director''s performance as well as that of the Committees viz. Audit Committee, Nomination & Remuneration Committee, CSR & ESG Committee, Stakeholder Relationship Committee, IT Strategy Committee and Risk Management Committee, as well as the performance of each Independent Director.

A separate meeting of Independent Directors was convened on March 13, 2025 for FY25 in the absence of the Non-Independent Directors and the Company''s Management. In order for the Board to carry out its responsibilities in an efficient and responsible manner, the Independent Directors have evaluated and reviewed the performance of the Non-Independent Directors as well as the Board''s overall performance in terms of the quantity, quality, and timeliness of information exchanged between the Management and the Board and has also reviewed the performance of the Chairperson and Board Committees of the company, taking into account the views of executive directors and non-

executive directors.

Corporate Governance Report:

Maintaining high standards of corporate governance has been at the core of our company''s operations. The Company believes about corporate governance as more than just adhering to regulatory requirements which includes upholding transparency, fairness, and integrity, ensuring effective internal controls at every level of operation, and providing timely and comprehensive disclosures to its shareholders. Your company is of the opinion that achieving the highest standards of corporate governance requires an active, well-informed, and independent Board to oversee and guide the company''s operations. A separate report on Corporate Governance is provided regarding compliance of conditions of Corporate Governance as stipulated under SEBI Listing Regulations as Annexure III to this report.

Your Company is compliant with all the applicable provisions of the Housing Finance Companies -Corporate Governance (NHB) Directions, 2016 (NHB Directions) issued by National Housing Bank vide its notification no. NHB.HFC.CG-DIR.1/ MD&CEO/2016 dated February 9, 2017 and the Master Direction - NonBanking Financial Company - Housing Finance Company (Reserve Bank) Directions, 2021 issued by the Reserve bank of India, as amended from time to time.

A certificate from M/s. Bhatt & Associates Company Secretaries LLP, Practicing Company Secretaries, confirming compliance with the conditions of Corporate Governance as prescribed under the SEBI Listing Regulations is annexed to the Corporate Governance Report. Further, pursuant to Regulation 34(3) and Schedule V Para-C clause (10)(i) of the SEBI Listing Regulations, M/s. Bhatt & Associates Company Secretaries LLP have stated that for FY25, none of the Directors have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority and a certificate to that effect has been annexed to the corporate governance report and the Chief Executive Officer (CEO) and Chief Financial Officer (CFO) annual certification on financial statements and internal controls in terms of Regulation 17(8) of the SEBI LODR Regulations is also annexed to the Corporate governance report.

Internal Guidelines on Corporate Governance:

As on Mar''25, your Company adhered to the Internal Guidelines on Corporate Governance adopted in accordance with Master Directions - Non-Banking Finance Company- Housing Finance Company, (Reserve Bank) Directions, 2021, which inter-alia, defines and lays down the Corporate Governance practices of the Company towards its various stakeholders. The said policy is available on the website of the Company and can be accessed atCorporate Governance Policy.

Company''s policy on Director''s appointment and remuneration:

The Nomination and Remuneration Committee has established criteria to determine the qualifications, positive attributes, and independence of directors, guidelines for the remuneration of directors, key managerial personnel, and other employees, as well as a process for evaluating the performance of directors, the chairperson, non-executive directors, and the board overall. The salient features of the policy are given in the Corporate Governance Report which forms part of Annual Report. The policy may be accessed on the Company''s website at Nomination and Compensation policy.

Further as required by Master Directions - Non-Banking Finance Company -Housing Finance Company (Reserve Bank) Directions, 2021 and Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023, as amended from time to time, there were no pecuniary relationship or transactions of the non-executive directors with the Company except sitting fees and profit related commission paid to the Independent Directors.

Code o f Conduc t fo r d i r e c t o r s an d S en i o r Management Personnel

The Code of Conduct for Directors and Senior Management Personnel of the Company is in conformity with the requirements of the SEBI Listing Regulations and is placed on the website of the Company. All the Directors of the Company and Senior Management Personnel have affirmed compliance with Company''s Code of Conduct for Directors and Senior Management during the financial year and a declaration to that effect, signed by

the Managing Director & CEO of the Company is enclosed to this Annual Report.

Directors & Officers Insurance Policy

The Company has an appropriate Directors and Officers Liability Insurance Policy which provides indemnity in respect of liabilities incurred as a result of their office. The policy is renewed every year. The coverage of the insurance extends to all directors of the Company including the Independent Directors.

Management Discussion and Analysis:

In accordance with the SEBI Listing Regulations and Master Directions issued by the Reserve Bank of India, the Management Discussion and Analysis Report (MD&A) forms part of this annual report.

Business Responsibility and Sustainability Reporting (''BRSR''):

In terms of Regulations 34(2)(f) of the SEBI Listing Regulations, the top 1000 listed entities, based on the market capitalization (calculated as on 31st March of every financial year) shall submit business responsibility and sustainability report for FY25 describing the initiatives taken by these listed entities from an environmental, social and governance perspective, in the format as specified by SEBI from time to time. The Company being amongst top 1000 listed entities, have included the BRSR report as a part of the Annual Report as Annexure VII.

DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES:

Board and Committee Meetings:

During FY25, the Board of Directors of the Company met 4 times i.e. on May 8, 2024, July 25, 2024, October 24, 2024 and January 28, 2025. The details of meetings of the Board and its Committees held during the financial year under review are provided in the Corporate Governance Report of the Directors which forms a part of this report. The intervening gap between the two Board meetings was within the period prescribed under the Act.

Whistle Blower Policy / Vigil Mechanism:

In accordance with the provisions of Section 177(9) of the Act and the rules made thereunder and Regulation 22 of the SEBI Listing Regulations, the Company has established Vigil mechanism and adopted a Whistleblower Policy under the surveillance of the Audit committee. The Company has adopted a work culture which ensures the highest standards of professionalism, honesty, integrity, moral and ethical behavior.

The Policy may be accessed on the Company''s website Whistleblower Policy.

Corporate Social Responsibility (CSR:

The CSR projects of the Company are mainly focused on four pillars viz. Skilling and Employment, Education and Development, Health Initiatives and Financial Literacy in compliance with the CSR Policy of the Company which is duly approved by the Board. The CSR Policy can be accessed on the website of the Company.

During the financial year under review, your Company was required to spend 2% of its average net profits (computed as per the relevant provisions of the Companies Act, 2013) of the preceding three years on CSR projects and accordingly the Company has spent '' 621.57 Lakhs on various CSR activities. The details of CSR Projects undertaken are enclosed herewith as Annexure IV. The projects undertaken by the Company are in accordance with Schedule VII of the Act read with the relevant rules and the CSR policy of the Company.

RISK MANAGEMENT FRAMEWORK:

The inherent nature of the business of the Company involves various risks enhanced by macroeconomic conditions. The Company has consistently prioritized the identification, assessment, and mitigation of these risks. The key risks which your company is exposed are credit risk, market risk (such as interest rate and currency risk), liquidity risk, operational risk and information security risk which encompasses technology, personnel, operational, and reputation risks.

Your Company has implemented an effective Risk Management Control Framework designed to address and mitigate all the risks mentioned above. Leveraging a wealth of cross-domain industry experience, the Company''s Directors and senior management team constitute the Risk Management Committee (''RMC'') to tackle these challenges. The Company''s ability to grow sustainably over the years while maintaining good asset quality is a testament to its capacity to identify and mitigate risks effectively. Throughout the year, the RMC convened multiple times to actively monitor emerging risks that could potentially impact the company. The Chief Risk Officer (CRO) is responsible for identifying, quantifying, and mitigating these risks. Additionally, the CRO meets with the RMC at least once a quarter, without the presence of the management team, to discuss the risks faced by the company and the strategies in place to manage them.

The Company has established a robust structure to ensure that its systems, policies, processes, and procedures are regularly reviewed to identify and mitigate any risks that may arise. To manage these risks, existing controls are continuously evaluated, and any necessary improvements or enhancements are implemented based on the assessment. The involvement of various sub-committees, such as the ALCO, Credit Committee, IT Steering Committee,

Grievance Redressal Committee, Information Security Committee and Identification Committee, along with the introduction of the RBIA framework, has further strengthened the overall risk management framework.

A detailed report on Risk Management is presented in the Management & Discussion Analysis report, which is part of this annual report.

AUDITORS AND REPORTS:

(A) Statutory Auditors

Appointment of Auditors:

During the financial year under review, Pursuant to the provisions of Sections 139 of the Act and Rules made thereunder, M/s. B S R & Co. LLP ("Statutory Auditors"), Chartered Accountants, Firm registration no: 101248W/ W-100022, were appointed as the Statutory Auditors of the Company for a term of 3 years at the 15th Annual General Meeting held on June 20, 2024 till the conclusion of 18th Annual General Meeting of the Company to be held in the year 2027.

Qualification/ Reservation/ Adverse remark / Disclaimer of Statutory Auditors on Financial Statements for FY25:

The Statutory Auditors have not made any adverse comments or given any qualification, reservation or adverse remarks or disclaimer in their Audit Report on the Financial Statements for FY25.

Reporting of Fraud:

During the financial year under review, the Company has reported 11 loan accounts amounting to '' 2.51 Crores as fraud and informed the same to the Board, Audit Committee and the Statutory Auditors of the Company. Subsequently, upon receipt of the such information from the Company and in compliance with Section 143(12) of the Companies Act, 2013, the Statutory Auditors, have reported 10 instances of fraud (from the above 11) amounting to '' 2.15 Crores to the Audit Committee of the Company and the Ministry of Corporate Affairs. Furthermore, the Company had also made requisite filings with the National Housing Bank in this regard.

These fraud cases were committed through impersonation of buyers (borrowers) and sellers and forgery of identity and property ownership documents, by a group of individuals. The Company has undertaken the various remedial actions such as a) Strengthened

internal controls to prevent recurrence b) Separate underwriting team set up for specific types of loans c) New lawyers and valuers have been appointed.

Internal Auditors:

In accordance with the RBI guidelines on Risk Based Internal Audit having circular Ref. No. DoS.CO. PPG.SEC/03/11.01.005/2021-22 dated June 11,2021, the Company has appointed a Head of Internal Audit, as approved by NRC and Board to plan and conduct the Risk Based Internal Audit of various functions and locations of the Company.

Further, in accordance with Section 138 of the Act, the Company had appointed 3 firms as Joint Internal Auditors viz, M/s BDO India LLP to assist in conducting the internal audit of Head Office functions and M/s. P Chandrasekar LLP and M/s. Kirtane & Pandit LLP to assist in conducting the internal audit of Branch functions for FY25. These firms further support the Head of Internal Audit in the process of Risk Based Internal Audit.

The Internal Auditors were tasked to conduct comprehensive audits of functional areas and operations to examine the adequacy of and compliance with policies, plans and statutory requirements. For the financial year under review, the Internal Auditors have not submitted material qualifications, reservations or adverse remarks or disclaimers.

Secretarial Auditors:

Further, pursuant to the provisions of Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has approved, subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company, appointment of M/s. Aashish K. Bhatt & Associates, Practicing Company Secretaries, as Secretarial Auditors of the Company for a term of 5 years starting from FY26. The Company has received a consent letter from M/s Aashish K. Bhatt & Associates, that they are not

disqualified and are eligible to hold the office as Auditors of the Company, if appointed. Consequently, M/s. Bhatt & Associates Company Secretaries LLP who were reappointed as Secretarial auditor of the Company for a period of 2 years starting from FY25 ceased to be the Secretarial Auditors of the Company.

Annual Secretarial Compliance Report:

The Secretarial Auditors have not submitted any qualifications, reservations or adverse remarks or disclaimers. The Secretarial Audit report has been annexed to this Report as Annexure V. Further, the Secretarial Auditors have not reported any instances of fraud in terms of Section 143 (12) of the Act.

As per Section 134(3)(f) of the Act, the Board states that during the financial year under review, there were no adverse comments or disqualifications made by the Secretarial Auditor of the Company, during the course of their audit.

Secretarial Standards:

During the financial year under review, the Company has complied with the applicable secretarial standards issued by the Institute of Company Secretaries of India.

Maintenance of Cost records:

The Company being a Housing Finance Company is not required to maintain cost records as prescribed under section 148(1) of the Act.

HUMAN RESOURCE:

HomeFirst''s most valuable asset is its people. The Company has implemented practices that foster a work culture focused on providing employees with the best opportunities, while also attracting, retaining, and developing talent in an increasingly competitive market. All employees, regardless of tenure, are given structured learning opportunities as required for their function, level, and areas of interest. The Company focuses on equipping employees with practical knowledge and skill-based training for their roles; at mid-levels, the emphasis shifts to building management competencies, and at senior levels, it centers on leadership development. To ensure exceptional service standards for both internal and external stakeholders, employees are equipped with a blend of functional and behavioral skills. The Company has offered both online and offline training to enhance knowledge and skills of the employees throughout the

year. The Company also provides various soft skills and leadership skills trainings to assist them in reaching their maximum potential. The trainings that are provided to employees are Induction, T-20 training, Homefirst EVO training, "So far so good" training, Aspire Program, Executive Masters of Business Administration, Head Office Training - designating functional leaders as inhouse trainers, Internal Job Posting, Customised trainings for head office and mid-senior level employees.

Your Company is committed to being an equal-opportunity employer. In addition to nurturing a diverse workforce across age, gender, and socioeconomic backgrounds, the Company has also cultivated a positive and inclusive work environment. As part of its philosophy, the company hires who have obtained their management degrees, through comprehensive campus recruitments programs, providing them with on-the-job training to help them realize their full potential and offering them a clear career path within the organization. The well-being of our employees has always been a top priority. To support their physical and emotional health, the Company has partnered with several organizations to offer counseling services. Additionally, the Company provides a mediclaim policy for employees and their immediate family members, as well as term life and accidental coverage for its employees.

Your Company has also adopted key policies aimed at strengthening employee welfare, including the Human Rights Policy, the Equal Opportunity Policy and the Parental Leave Policy.

As of Mar''25, there were 155 branches and 1,634 employees working for the Company.

EMPLOYEE STOCK OPTION SCHEMES:

During the financial year under review, your Company at its Annual General Meeting held on June 20, 2024 has formulated new ESOP scheme 2024. This scheme has been introduced to provide opportunity to eligible employees to participate in Company''s success and promote the culture of employee ownership and provide them an opportunity to take part in the future growth and profitability of the Company, which should lead to improved employee engagement, motivation and retention. The Company has in total four Employee Stock Option Schemes, which enables the employees to participate in its future growth and success.

In terms of Regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the disclosures for FY25 with respect to all the ESOP Schemes have been provided on the website of the Company at www.homefirstindia.com.

Employee Remuneration:

In terms of Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the disclosures with respect to the remuneration of Directors, Key Managerial Personnel and employees of the Company have been provided in Annexure VI to this Board''s Report. Further, statement containing details of employees as required in terms of Section 197 of the Act read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is available for inspection at the Registered Office of the Company during working hours for a period of 21 days before the date of the ensuing Annual General Meeting.

In terms of the provisions of Section 136 of the Act read with the said Rule, the Directors'' Report is being sent to the shareholders excluding the annexure. A copy of the statement may be obtained by shareholders by writing to the Company Secretary at the Registered Office of the Company or at [email protected].

P R E V E N T I ON O F S E X UA L HA R A S SME N T A T WORKPLACE:

The Company has zero tolerance towards sexual harassment at the workplace and has strong policy on ''Prevention of Sexual Harassment'' at workplace to prohibit, prevent or deter any acts of sexual harassment at workplace and to provide a procedure for redressal of complaints pertaining to such harassment. In order to sensitize the employees about the policy, the Company has hosted POSH Policy on the website of the Company and also disseminated to all employees of the Company.

The Company also has an Internal Complaints Committee (ICC) constituted in compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with its allied Rules. The committee is responsible for conducting inquiries pertaining to complaints under the Act. Specialized training for ICC members is conducted every year and all the employees undergo POSH training module periodically.

During the financial year under review, ICC has received one complaint of sexual harassment from the employee of the Company, on which due action was taken. The Annual Report as required under Section 21 of the POSH Act read with Rule 14 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Rules, 2013 has been submitted to the respective authority.

REGULATORY COMPLIANCE:

The Company has duly complied with the Master Direction - Non-Banking Financial Company - Housing Finance Company (Reserve Bank) Directions, 2021, Scale Based Regulations, SEBI (Listing and Obligations of Disclosure Requirements) Regulations, 2015, IRDAI (Registration of Corporate Agent) Regulations 2015and other guidelines, circulars and directions issued by, RBI, SEBI and IRDAI from time to time. The Company has adopted all the Policies as recommended by regulatory authorities from time to time. Also, being an insurance intermediary, Company is maintaining and complying with all the required information/ compliances as per IRDAI regulations.

The Company also has been following directions / guidelines / circulars issued by Accounting Standards, Income Tax Act, 1961 and Ministry of Corporate Affairs from time to time, as applicable to the Company.

OTHER DISCLOSURES:

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

DISCLOSURE OF SIGNIFICANT AND MATERIAL ORDER(S) PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

During the financial year under review, there were no significant and material order(s) passed by the Regulators/ Courts/ Tribunal which would impact the going concern status of the Company and its future operations.

DIRECTOR''S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Act, in relation to the audited financial statements of the Company for the year ended March 31, 2025, the Board of Directors hereby confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. the directors have selected such accounting policies and applied them consistently and the Directors made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company as at Mar''25, and of the profit of the Company for the year;

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

d. the directors have prepared the annual accounts of the Company on a going concern basis;

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

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

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

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 furnished.

DISCLOSURE UNDER SECTION 54(1)(d) OF THE ACT:

The Company has not issued any sweat equity shares during the financial 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 furnished.

DISCLOSURE UNDER SECTION 67(3) OF THE ACT:

During the financial year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme

hence no information pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

DISCLOSURE UNDER RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014:

During the financial 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 for any loans taken from the Banks or Financial Institutions.

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

Not applicable during reporting period.

ACKNOWLEDGEMENT AND APPRECIATION:

The Board of Directors places its gratitude and appreciation for the support and cooperation from all the stakeholders of the Company including the Reserve Bank of India, National Housing Bank, the Ministry of Corporate Affairs, Securities and Exchange Board of India, the Government of India, Insurance Regulatory Development Authority of India, Stock Exchanges and other Regulatory Authorities, Bankers, Lenders, Financial Institutions, Members, Credit Rating agencies, Customers of the Company for their continued support and trust. The Board of Directors also places on record its sincere appreciation for the commitment and hard work put in by the Management and the employees of the Company for an excellent year of performance.

The Board would like to thank all the stakeholders as well as the communities we operate in who have reposed their trust in us and supported us in our journey.

Mar 31, 2024

The Directors take pleasure in presenting the 15^th Annual Report of the Company together with the Audited Statement of Accounts for the financial year ended on March 31,2024 ("FY24").

Company Overview:

Home First Finance Company India Limited ("HomeFirst"), a housing finance company ("HFC"), is a public limited company incorporated on February 3, 2010, under the Companies Act, 1956 and has its registered office at 511, Acme Plaza, Andheri East, Mumbai, Maharashtra, India- 400 059. The Company is registered as a non-deposit-taking HFC with the Reserve Bank of India ("RBI"). The Company has been listed on the National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE") since Feb''21. The market capitalization as per NSE and BSE as on March 31,2024 were ''7,946.98 Crs and ''7,947.87 Crs, respectively. In pursuance of Reserve Bank of India (NonBanking Financial Company - Scale Based Regulation) Directions dated October 19, 2023, as amended from time to time, the Company has been classified in the ''Middle Layer''. The Company is also registered with Insurance Regulatory and Development Authority of India ("IRDAI") as a Corporate Agent w.e.f. Feb''24.

FINANCIAL SUMMARY:State of Company''s Affairs:

The Company remained focused on providing loans for affordable housing, led by the distribution and use of technology, backed by diversified funding and strong risk

management. Your Company has pan India distribution via 133 physical branches and 321 touchpoints led by strategic market selection and contiguous expansion.

As of FY24, your Company''s efforts have yielded noteworthy results, with strong performance across all operating and financial parameters. The Company delivered Profit After Tax ("PAT") growth of 33.9% y-o-y, leading to a Return on Equity ("ROE") of 15.5% in a high interest rate environment. We believe the level of consistency and superior returns is a testimony to our strong risk management, use of the right technology and scalability of our differentiated business model.

In its 14-years journey, the Company has served 1,29,615 customers and collaborated with 31 lenders. During the year, your Company has raised ''4,447.99 Crs through various modes. The Company is supported by a dedicated team of 1,249 employees to ensure sustainable growth while fulfilling our mission of making affordable housing a reality for all.

Your Company further believes that given the tailwinds in the housing sector supported by overall economic growth momentum and the strong execution mindset of the Company, we will continue to deliver excellent results to the aspiring home buyers with ease and transparency.

Financial Results:

The key highlights of the Audited Financial Statements of your Company for FY24 and a comparison with the previous financial year ended on March 31,2023 ("FY23") is summarized below:

(Amount in Rs. Crs)
Particulars	FY24	FY23
Total Income	1,156.55	795.60
Less: Total Expenses	756.59	500.38
Profit/ (Loss) before tax	399.96	295.22
Less: Current tax	94.46	71.45
Deferred tax	(0.22)	(4.52)
Profit after Tax	305.72	228.29
Other Comprehensive Income	(0.23)	(0.14)
Transfer of Statutory Reserve (u/s 29C of NHB Act, 1987)	(61.50)	(45.90)
Balance carried to Balance Sheet	243.99	182.25
Earnings per Share (Face Value ''2)
Basic ('')	34.65	26.01
Diluted ('')	33.67	25.20

Dividend & Reserves:

The Board of Directors ("Board") recommended that a portion of the surplus be distributed as a dividend to shareholders for FY24. The Board has recommended an amount of ''3.40/- per equity share, which is equivalent to 170% of the face value of the equity shares, subject to the approval of the members, to be paid out as dividend. The dividend payout ratio for FY24 shall be 10%. The dividend declared is in accordance with the Dividend Distribution policy adopted by the Company. The Dividend Distribution Policy is hosted on the website of the Company. The Company has not declared any interim dividend during the year.

During the year under review, pursuant to Section 29C of the National Housing Bank Act, 1987, the Company had transferred a sum of ''61.50 Crs out of the previous year''s profits available for appropriation to the Statutory Reserve Fund.

Unclaimed Dividend:

As on March 31, 2024, dividend amounting to ''69,053/-relating to FY23 had not been claimed by Shareholders of the Company and the same has been transferred to Unclaimed Dividend Account of the Company. The Company has been following up with these Shareholders to claim their dividend. A list of all the shareholders who have not claimed their dividend is hosted on the website of the Company.

Business Update:

''RESILIENCE'' is at the core of the Company''s DNA. HomeFirst has demonstrated the ability to adapt to a changing environment to enable it to deliver its objectives and prosper. Your Company has successfully navigated disruptions caused by geo political and other upheavals during the year. The Company has grown its Asset Under Management ("AUM") by 34.7% while providing loans to more than 29,000 customers during the year. ~88% of the borrowers in FY24 are women, while loans given to EWS / LIG borrowers account for 63%.

HomeFirst has built a scalable business model leveraging technology in the affordable housing finance sector and continues to fortify its position by deepening its retail footprint across the key states of the country. Currently, the Company is physically present in 13 States/UT with a network of 133 branches. The States/UT wise disbursal break up for FY24 is as follows:

States/UT	Branches	Districts	Disbursals FY24 ('' Crs)	Share (%)
Gujarat	31	22	1,119.94	28.3%
Tamil Nadu	23	25	576.08	14.5%
Maharashtra	22	19	459.49	11.6%
Telangana	9	12	346.89	8.8%
Madhya Pradesh	11	10	314.38	7.9%
Uttar Pradesh & Uttarakhand	6	11	309.73	7.8%
Rajasthan	10	8	262.24	6.6%
Karnataka	6	7	250.47	6.3%
Andhra Pradesh	9	9	200.87	5.1%
Chhattisgarh	4	5	84.97	2.1%
Haryana & NCR	2	3	38.34	1.0%
Total	133	131	3,963.40	100.0%

The states of Uttar Pradesh, Madhya Pradesh and Rajasthan are large emerging markets in the affordable housing space, owing to increasing pace of industrialization and urbanisation underway in these states. Your Company believes that the next phase of growth will come from these states and intends to increase its presence in these markets in the coming years.

Expanding on the framework established in the preceding years, we have firmly established ourselves as a tech-enabled, retail-focused affordable housing finance player. With these strategic initiatives, your company is in a strong position to increase its market presence and improve operational efficiency in the coming years.

The highlights of the Company''s performance during FY24 are as follows:

â¢ The AUM as at Mar''24 amounted to ''9,697.83 Crs vis-a-vis ''7,197.97 Crs in the previous year; a year-on-year growth of 34.7%.

â¢ The profit before tax for FY24 increased by 35.5% to ''399.96 Crs (FY23: ''295.22 Crs). The profit after tax for FY24 increased by 33.9% to ''305.72 Crs (FY23: ''228.29 Crs).

â¢ Strong Capital Adequacy ratio of 39.5% as of Mar''24.

â¢ Stable Asset Quality - The Gross Non-Performing Assets (GNPA) as on Mar''24 was 1.7% of the total loan book of the Company and corresponding Net Non-performing Assets (NNPA) was 1.2%.

â¢ The Net Interest Income reported for the year was ''470.95

Crs vis-a-vis ''379.24 Crs in FY23.

â¢ The Networth of the Company as on March 31, 2024 was ''2,121.49 Crs (FY23: ''1,817.34 Crs).

HomeFirst''s commitment to sustainable growth is under pinned by robust governance standards and a dedication to fostering positive social and environmental change. This commitment has proven successful, as evidenced by the organization''s achievement of one of the highest ESG risk ratings within the BFSI sector, provided by MorningStar Sustainalytics. HomeFirst has been assigned an ESG Risk Rating of 16.2, characterized by low risk and a strong rating for its ESG risk management practices.

Resources and Liquidity:

The Company continues to diversify its sources of borrowing with a focus on longer term borrowings and maintains a prudent mix of borrowings from banks, the National Housing Bank and other sources. With sharp focus on liquidity risk management, long-term borrowings, and diversified funding sources, the Company has been able to maintain a strong asset liability position and competitive cost of borrowing during FY24. The Company''s judicious and timely fund planning in line with its resource planning and ALCO policy enabled optimal Asset Liability management and also ensured strong liquidity buffers throughout the year.

During the year under review, the Company has raised

(i) ''3,315.00 Crs borrowings from banks / finance companies (outstanding as on March 31,2024: ''5,454.93 Crs);

(ii) ''432.99 Crs raised by way of Direct Assignment & Colending;

(iii) ''700.00 Crs through re-finance from NHB (outstanding as on March 31,2024: ''1,569.64 Crs).

Note: The above numbers are calculated in accordance with the IND-AS.

There was no borrowing made through NCDs during the year under review (outstanding as on March 31, 2024: ''280.00 Crs).

Further, the Liquidity Coverage Ratio ("LCR") for Q4FY24 was 180.33% as against the regulatory requirement of 60%.

DEBENTURES:

As at the end of FY24, the Company has outstanding secured, unlisted NCDs amounting to ''280 Crs. Further, during the financial year under review, the Company has redeemed its Series 1 and Series 2 Secured, Listed, Non- Convertible Debentures aggregate to amount of ''70.00 Crs, in full,

CREDIT RATING:

resulting to delisting of Debentures from the recognized stock exchange. The NCDs were redeemed by your Company on their respective due dates and there were no instances of any NCDs which have not been claimed by the investor or not paid by the Company after the date on which the NCDs became due for redemption. The Company has complied with the provisions of Non-Banking Financial Company - Housing Finance Company (Reserve Bank) Directions, 2021, SEBI (Issue and Listing of Non- Convertible Securities) Regulations, 2021, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR") and the Act.

Disclosure as per Master Direction - Non-Banking Financial Company - Housing Finance Company (Reserve Bank) Directions, 2021:

(I) The total number of non-convertible debentures which have not been claimed by the Investors or not paid by the housing finance company after the date on which the nonconvertible debentures became due for redemption: Nil.

(ii) The total amount in respect of such Debentures remaining unclaimed or unpaid beyond the date of such debentures become due for redemption: Nil.

The Company''s financial discipline and prudence is reflected in the credit ratings assigned by Credit Rating Agencies as under:
					(Amount in ''Crs)
	Instrument	Rating Agency	Rating	Outlook	Amount
	Term Loan	ICRA	AA-	Stable	4,500
		India Ratings	AA-	Positive	3,300
		CARE	AA-	Stable	514
	Commercial Paper	ICRA	A1	-	100
	Commercial Paper	India Ratings	A1	-	100
	Non-Convertible Debentures	ICRA India Ratings	AA-	Stable Positive	56 400
	Non-Convertible Debentures	ICRA India Ratings	AA-	Stable Positive	56 400

Migration of the Credit Rating of the Company:

During the FY24, India Ratings and Research Private Limited ("India Ratings") reaffirmed the rating i.e. IND AA - and has revised the outlook from stable to positive. The Company believes that this revision reflects the strengthening credit profile of the Company driven by an established and growing franchise in retail affordable housing space with a deepening geographical presence, well-diversified funding access, adequate liquidity, a sizable capital base, stable profitability buffers and adequate risk management processes.

Capital Adequacy Ratio:

The Company''s capital adequacy ratio as of Mar''24 stands at 39.5% (Mar''23: 49.4%) (Tier I Capital Adequacy Ratio 39.1%), which is significantly higher than the minimum required level of 15% under the RBI Master Directions, indicating the Company''s robust position.

DEPOSITS:

Your Company being a non-deposit-taking Housing Finance Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 ("Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the financial year under review. Hence, the requirement for furnishing the details relating to deposits covered under Chapter V of the Act or the details of deposits that are not in compliance with Chapter V of the Act is not applicable.

AWARDS & RECOGNITIONS:

No awards have been granted to the Company during FY24.

CHANGE IN THE NATURE OF BUSINESS:

There has been no change in nature of business of the Company during the year under review.

Alteration of Memorandum of Association:

During the year under review, the Company has altered its object clause in the Memorandum of Association through postal ballot in Dec''23 in order to enable the Company to cross-sell a broader range of insurance products such as life, health and general to its customers, in addition to the existing sale of group insurance products.

Alteration of Articles of Association:

During the year under review, the Company has also altered its articles of association at its 14^th AGM held on June 8, 2023 in order to bring the AOA in lines with the provision mentioned in Regulation 23(6) of Securities Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Amendment) Regulations, 2023 dated February 2, 2023.

DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARY, ASSOCIATE OR JOINT VENTURE COMPANIES:

During the financial year under review, the Company did not have any Subsidiary, Associate or Joint venture Companies.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN MARCH 31, 2024 AND DATE OF THIS REPORT:

No material changes and commitments, affecting the financial position of the Company have occurred between the Financial Year ended on March 31, 2024 and till the date of this Director''s Report.

SHARE CAPITAL:

Authorized Share Capital:

During the financial year under review, there was no change in the Authorized Share Capital of the Company.

Issued, Subscribed and Paid-up Share Capital:

During the financial year under review, the Company allotted 4,99,400 Equity Shares to employees on exercise of stock options granted under ESOP 2012 Scheme, ESOP II Scheme and ESOP 2021 Scheme. Pursuant to the aforesaid allotments of equity shares, the issued, subscribed and paid-up share capital of the Company stands increased to ''17,70,32,334/-(8,85,16,167 Equity Shares of Face Value '' 2/- each).

PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

During the financial year under review, the Company has entered certain transactions/contract with related parties which were in ordinary course and at arm''s length price. The details of transactions with related parties were placed before the Audit and Board at quarterly and annual intervals respectively. The Company has not entered into any material transactions with related parties during the year.

The Company has obtained Omnibus approval for the same from the Audit Committee, and the requirement of disclosure of Related Party Transactions in terms of Section 134(h) of the Act is provided in Form AOC-2 as Annexure I.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

(Accounts) Rules, 2014 is not provided in this Board''s Report. However, the Company has given the details of its initiative in relation to conservation of energy and technology absorption in BRSR provided in Annexure VII.

Foreign Exchange Earnings and Outgo: The Company has no foreign exchange earnings and has made expenditure in foreign currency as per the following table: (Amount in ?Crs)
	Sr no	Particulars	FY24	FY23
	1.	Software license	1.46	2.03
	2.	Technology fee	-	0.46
	3.	Bank charges - Finance	0.04	0.42
	4.	NCD Listing Fees	-	0.21
	5.	Recruitment expenses	0.03	-
	6.	Interest expense on foreign currency borrowings	9.86	-
		Total	11.39	3.12

ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Act, the copy of Annual Return in Form MGT-7 as required under Section 92(3) of the Act shall be placed on the website of the Company at www.homefirstindia.com.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company is a Housing Finance Company, the disclosure regarding particulars of loans given, guarantees given, security provided and investment made in the ordinary course of business is exempted under the provisions of Section 186 (11) of the Act.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has in place adequate internal financial controls with reference to its financial statements. During the financial year under review, such controls were tested and no reportable material weakness in the design or operation was observed. In the opinion of the Auditors of the Company, there are adequate internal financial control procedures that is commensurate with the size of the Company.

MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Company''s inclusive and diverse Board works to safeguard the interests of all stakeholders. Further, in pursuance of Section 149 of the Act and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board is appropriately constituted with an appropriate mix of Executive, Non-executive and Independent Directors.

There were total of 8 Directors in the Company as at Mar''24; viz. four (4) Independent Directors out of which two (2) are Women Independent Directors, three (3) Nominee Directors and 1 (one) Executive Director and CEO. The Chairman of the Board is an Independent Director.

Details of Board of Directors along with the Key Managerial Personnel as on Mar''24 is mentioned below:
	Name	DIN/PAN	Designation
	Mr. Deepak Satwalekar	00009627	Chairman and Independent Director
	Ms. Geeta Dutta Goel	02277155	Independent Director
	Mr. Anuj Srivastava	09369327	Independent Director
	Ms. Sucharita Mukherjee	02569078	Independent Director
	Mr. Divya Sehgal	01775308	Nominee, Non-Executive Director
	Mr. Maninder Singh Juneja	02680016	Nominee, Non-Executive Director
	Mr. Narendra Ostawal	06530414	Nominee, Non-Executive Director
	Mr. Manoj Viswanathan	01741612	Managing Director and Chief Executive Officer
	Ms. Nutan Gaba Patwari	AGSPG3187G	Chief Financial Officer
	Mr. Shreyans Bachhawat	AJDPB9500E	Company Secretary and Compliance Officer
All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164(2) of the Act.

Appointment / Resignation of Directors:

During FY24, there has been no change in the Board of Directors of the Company. However, Mr. Manoj Viswanathan (DIN: 01741612) was re-appointed as Managing Director and Chief Executive Officer for a period of 5 years w.e.f. August 1, 2023. Further, Board and Members of the Company have approved the continuation of Directorship of Mr. Deepak Satwalekar, Chairman and Independent Director (DIN:00009627) beyond the age of 75 years till the expiry of his current term.

Appointment after the Financial Year:

Mr. Deepak Satwalekar (DIN: 00009627) was appointed as Chairman and Independent Director for a term of 5 years with effect from October 23, 2019 up to October 22, 2024. Consequent to his forthcoming expiration of first term, the Board at their meeting held on May 8, 2024 on the recommendation of the Nomination and Remuneration Committee, has considered his re-appointment and recommended to the shareholders for a second term of 5 years. A brief profile of Mr. Deepak Satwalekar is provided in the notice to the annual general meeting which forms part of the annual report.

Key Managerial Personnel (KMP):

During the year under review, there was no change in the Key Managerial Personnel of the Company except reappointment of Mr. Manoj Viswanathan (DIN: 01741612) as

Managing Director and Chief Executive Officer for a period of 5 years w.e.f. August 1,2023.

In terms of the Act, the following are the KMPs of the Company as on March 31,2024:

a. Mr. Manoj Viswanathan - Managing Director and Chief Executive Officer.

b. Ms. Nutan Gaba Patwari - Chief Financial Officer.

c. Mr. Shreyans Bachhawat- Company Secretary and Compliance Officer.

Declaration by Independent Directors:

There are four Independent Directors on the Board of the Company. The Independent Directors have submitted their Declaration of Independence in accordance with the provisions of Section 149(6) of the Act read with Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; stating that they meet the criteria of Independence and are not disqualified from continuing as Independent Directors and they have complied with the Code for Independent Directors as prescribed in Schedule IV to the Act.

have confirmed that they have registered their names with the data bank maintained by the Indian Institute of Corporate Affairs and they have either undertaken the online proficiency self-assessment test or are exempted therefrom.

Declaration of Fit & Proper Criteria:

All the Directors of the Company have given the declaration to the effect that they are Fit & Proper, to be appointed as Director, as per the criteria prescribed by RBI and IRDAI.

Director(s) Retiring by Rotation:

In accordance with provisions Section 152 of the Act, Mr. Narendra Ostawal (DIN: 06530414), Nominee Director of the Company, being longest in the office, retires at the ensuing Annual General Meeting and is eligible for re-appointment. A brief profile of Mr. Narendra Ostawal is provided in the annual report.

Performance Evaluation of the Board, Committees and Individual Directors:

The Company has defined a manner of evaluation as per the provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and formulated a method for the evaluation of the performance of the Board, Committees of Board and individual Directors. The above manner is based on the Guidance Note on Board Evaluation issued by the SEBI onJanuary 05, 2017.

A separate meeting of Independent Directors was convened on March 18, 2024 for the FY24 in the absence of the NonIndependent Directors and the Company''s Management. In

order for the Board to carry out its responsibilities in an efficient and responsible manner, the Independent Directors have evaluated and reviewed the performance of the NonIndependent Directors as well as the Board''s overall performance in terms of the quantity, quality, and timeliness of information exchanged between the Management and the Board.

Corporate Governance Report:

The Corporate Governance report is furnished as Annexure III to this report. A certificate from Bhatt & Associates Company Secretaries LLP, Practicing Company Secretaries, confirming compliance with the conditions of Corporate Governance as prescribed under the Listing Regulations is annexed to the Corporate Governance Report. Further, pursuant to Regulation 34(3) and Schedule V Para-C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s. Bhatt & Associates Company Secretaries LLP have stated that for FY24, none of the Directors have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority and a certificate to that effect has been annexed to the corporate governance report and the Chief Executive Officer (CEO) and Chief Financial Officer (CFO) annual certification on financial statements and internal controls in terms of Regulation 17(8) of the SEBI LODR Regulations is also annexed to the Corporate governance report.

Internal Guidelines on Corporate Governance:

As on Mar''24, your Company adhered to the Internal Guidelines on Corporate Governance adopted in accordance with Master Directions - Non-Banking Finance CompanyHousing Finance Company (Reserve Bank) Directions, 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 and can be accessed at corporate governance policy.

Company''s policy on Director''s appointment and remuneration:

The Nomination and Remuneration Committee has laid down criteria for determining Directors Qualification, Attributes and Independence of a Directors, remuneration of Directors, Key Managerial Personnel and other employees and criteria for evaluation of Directors, Chairperson, Non-Executive Directors and Board and the evaluation process of the same. The salient features of the policy are given in the Corporate Governance Report which forms part of Annual Report. Further, during the financial year under review, the Company has renamed the name of the "Nomination and Remuneration Policy" to "Nomination and Compensation Policy" and carried out amendment in the said policy in accordance with the RBI ''Guidelines on Compensation of Key Managerial Personnel (KMP) and Senior Management in NBFCs'' dated April 29, 2022. The policy may be accessed on the Company''s website at Nomination and Compensation Policy.

Further as required by Master Directions - Non-Banking Finance Company - Housing Finance Company (Reserve Bank) Directions, 2021 and Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023, as amended from time to time, there were no pecuniary relationship or transactions of the nonexecutive directors with the Company except sitting fees and profit related commission paid to the Independent Directors.

Management Discussion and Analysis:

In accordance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and Master Directions issued by the Reserve Bank of India, the Management

Discussion and Analysis Report (MD&A) forms part of this annual report.

Business Responsibility and Sustainability Reporting (''BRSR''):

In terms of Regulations 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the top 1000 listed entities, based on the market capitalization (calculated as on 31st March of every financial year) shall submit business responsibility and sustainability report for FY24 describing the initiatives taken by these listed entities from an environmental, social and governance perspective, in the format as specified by SEBI from time to time. The Company being amongst top 1000 listed entities, have included the BRSR report as part of the Annual Report as Annexure VII.

DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES:Board and Committee Meetings:

During FY24, the Board of Directors of the Company met 4 times i.e. on May 2, 2023, July 27, 2023, October 26, 2023 and January 18, 2024. The details of meetings of the Board and its Committees held during the financial year under review are provided in the Corporate Governance Report of the Directors which forms a part of this report. The intervening gap between the two Board meetings was within the period prescribed under the Act.

There are six Board committees of the Company which on supervision of the Board perform the task as per their charter. The details of the Committees as on Mar''24 are:
	Sr. No.	Name of Committee	Members (Designation)
	1.	Audit Committee	Ms. Sucharita Mukherjee (Chairperson) Ms. Geeta Dutta Goel (Member) Mr. Maninder Singh Juneja(Member)
	2.	Nomination and Remuneration Committee	Ms. Geeta Dutta Goel (Chairperson) Mr. Anuj Srivastava (Member) Mr. Narendra Ostawal (Member)
	3.	CSR and ESG Committee	Ms. Geeta Dutta Goel (Chairperson) Ms. Sucharita Mukherjee (Member) Mr. Manoj Viswanathan (Member)

Stakeholders Relationship Committee

Ms. Sucharita Mukherjee (Chairperson) Mr. Maninder Singh Juneja (Member) Mr. Manoj Viswanathan (Member)

Risk Management Committee

Mr. Maninder Singh Juneja (Chairperson) Ms. Sucharita Mukherjee (Member)

Mr. Narendra Ostawal (Member)

Mr. Manoj Viswanathan (Member)

Ms. Nutan Gaba Patwari (Member)

Mr. Ajay Khetan (Member)

Mr. Ashishkumar Darji (Member)

IT Strategy Committee

Mr. Anuj Srivastava (Chairperson)

Mr. Maninder Singh Juneja (Member) Mr. Manoj Viswanathan (Member) Mr. Ajay Khetan (Member)

During the year under review, the Board, after deliberations, has accepted all the recommendations of Board Level Committees. A detailed report on all the committees including their terms of reference, number of times they met etc., is there in the corporate governance report which forms part of this report.

Whistle Blower Policy / Vigil Mechanism:

In accordance with the provisions of Section 177(9) of the Act and the rules made thereunder, the Company has established Vigil mechanism and adopted a Whistleblower Policy under the surveillance of the Audit committee. The Company has adopted a work culture which ensures the highest standards of professionalism, honesty, integrity, moral and ethical behavior.

The Policy may be accessed on the Company''s website at Whistleblower Policy.

Corporate Social Responsibility (CSR):

The Company has worked on projects supporting healthcare, education, livelihood support, as well as skill development for migrant workers and the empowerment of women workers, as part of its "Corporate Social Responsibility (CSR)" activities. During the year, the Company has spent ''4.40 Crs on various CSR activities. The CSR Policy can be accessed on the Company''s website at CSR Policy. "Annexure IV" which forms part of this report contains information of the CSR projects. The projects undertaken by the Company are in accordance with Schedule VII of the Act read with the relevant rules and the CSR policy of the Company.

RISK MANAGEMENT FRAMEWORK:

Considering the nature of business and the macroeconomic conditions, the Company is exposed to various types of risks. These risks can be intrinsic or related to the market. The Company has consistently prioritised the identification, measurement, and mitigation of risks. As a Housing Finance Company, the Company is exposed to various risks such as credit risk, market risk (interest rate and currency risk), liquidity risk, and operational risk (technology, personnel, transaction, and reputation risk).

The Company has an efficient Risk Management Control Framework that has been designed to cover all of the aforementioned areas to identify and mitigate all of these risks. With a wealth of cross-domain industry experience, the Company''s directors and senior management team, members constitute the Risk Management Committee ("RMC") to overcome these challenges. Through the year, the RMC met several times and actively monitored any emerging risks to which the Company could be exposed. The Chief Risk Officer (CRO) of the Company is in charge of identifying, quantifying, and mitigating risks. The CRO also meets the RMC at least once a quarter without the presence of the management team, to address the risks the company faces and the procedures in place to reduce them.

The Company has a strong structure in place to ensure that systems, policies, processes, and procedures are continuously reviewed to contain and reduce risks that may occasionally develop. To reduce these risks, controls that are already in place are continuously assessed, and any necessary strengthening or enhancement is made in response to the assessment. The support of various subcommittees like ALCO, Credit Committee, IT Steering Committee, Grievance Redressal Committee, Identification Committee etc. along with the introduction of the RBIA framework has strengthened the overall risk management framework.

A detailed report on Risk Management is presented in the Management & Discussion Analysis report, which is part of this annual report.

AUDITORS AND REPORTS:Appointment of Auditors:

M/s. Deloitte Haskins and Sells ("Statutory Auditors"), Chartered Accountants, Firm registration no: 117365W, were appointed as the Statutory Auditors of the Company for a term of 3 years at the Annual General Meeting held on August 5, 2021 till the conclusion of 15th AGM of the Company to be held in the year 2024. The term of M/s. Deloitte Haskins and Sells would expire in the forthcoming 15th Annual General Meeting.

Pursuant to the provisions of Section 139 of the Act and the Companies (Audit and Auditors) Rules, 2014, read with RBI Guidelines on appointment of statutory auditor(s) by Housing Finance Companies, the Board has recommended, subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company, appointment of M/s. BSR & Co. LLP, Chartered Accountants, Firm registration no: 116231W/W-100024, as the Statutory Auditors of the Company for a term of 3 years. The Company has received a confirmation letter from the M/s BSR & Co. LLP that they are not disqualified and are eligible to hold the office as Auditors of the Company, if appointed.

Qualification/ Reservation/ Adverse remark / Disclaimer of Statutory Auditors on Financial Statements for FY24:

The Statutory Auditors have not made any adverse comments or given any qualification, reservation or adverse remarks or

disclaimer in their Audit Report on the Financial Statements for FY24.

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 Act.

Internal Auditors:

In accordance with Section 138 of the Act, the Company had appointed M/s. P Chandrashekhar LLP and M/s BDO India LLP as Joint Internal Auditors, with specific roles for branch and head office functions respectively. Additionally, M/s. Kirtane & Pandit LLP was engaged to support the Head of Internal Audit in branch audits in Q4FY24.

The appointment was made to conduct comprehensive audits of functional areas and operations to examine the adequacy of, and compliance with policies, plans and statutory requirements. For the year under review, the Internal Auditors have not submitted material qualifications, reservations or adverse remarks or disclaimers.

Maintenance of Cost records:

The Company being a Housing Finance Company is not required to maintain cost records as prescribed under section 148(1) of the Act.

Secretarial Standards:

During the financial year under review, the Company has complied with the applicable secretarial standards issued by the Institute of Company Secretaries of India.

Secretarial Auditors'' and Secretarial Compliance Report:

In accordance with Section 204 of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Bhatt & Associates Company Secretaries LLP, Practicing Company Secretaries (COP No.: 7023) to conduct secretarial audit of the Company for 3 years starting from FY22 till FY24. The Secretarial Audit report has been annexed to this Report as Annexure V. The Secretarial Auditors have not submitted

any qualifications, reservations or adverse remarks or disclaimers. Further, the Secretarial Auditors have not reported any instances of fraud in terms of Section 143 (12) of the Act.

HUMAN RESOURCE:

HomeFirst''s most valuable resource and strength is its workforce. Your company has implemented practices that allow it to cultivate a work culture that is constantly focused on giving employees the best opportunities while also attracting, retaining, and nurturing talent in a market that is becoming more and more competitive. All employees, regardless of tenure, are given organised learning opportunities according to their function, level, and area of interest. Early in their careers, the emphasis is on preparing employees for their roles through practical knowledge and skill-based training; at mid-levels, this shifts to management competence building, and at senior levels, leadership. Further, to ensure that internal and external stakeholders receive excellent standards of service, the staff members are outfitted with a variety of functional and behavioural abilities. Over the year, the Company has offered both online and offline knowledge and skill-based training.

Your Company is also an equal-opportunity employer. In addition to creating a diversified staff across age, gender, and socioeconomic groups, your Company has also established a positive work atmosphere. As part of its philosophy, the Company hires recent college graduates, provides them with on-the-job training to help them reach their full potential, and eventually offers them a viable career path inside the Company. The Company has always considered the wellbeing of its personnel. We have partnered with several organisations to provide teleconsultation and counselling services to help staff members manage their physical and emotional health. The Company has a mediclaim policy for its employees and their immediate relatives and term life policy and accidental coverage for its employees.

As of Mar''24, there were 133 branches and 1,249 employees working for the Company.

EMPLOYEE STOCK OPTION SCHEMES:

In order to enable the employees of the Company to participate in its future growth and success, the Company has

three Employee Stock Option Schemes. In terms of Regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the disclosures for FY24 with respect to all the ESOP Schemes have been provided on the website of the Company at www.homefirstindia.com.

Employee Remuneration:

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

In accordance with the Act and the rules made thereunder the Company has adopted and implemented a policy on ''Prevention of Sexual Harassment''. The Policy is available on the website of the Company at POSH Policy. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act").

During FY24, the Company did not receive any complaint. The Annual Report as required under Section 21 of the POSH Act read with Rule 14 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Rules, 2013 has been submitted to the respective authority.

REGULATORY COMPLIANCE:

The Company has complied with the guidelines, circulars and directions issued by RBI from time to time. The Company has adopted all the Policies as recommended by regulatory authorities from time to time.

OTHER DISCLOSURES:

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

Disclosure of Significant and Material Order(s) passed by Regulators or Courts or Tribunal:

During the year under review, there were no significant and material order(s) passed by the Regulators / Courts/ Tribunal which would impact the going concern status of the Company and its future operations.

Director''s Responsibility Statement:

In terms of Section 134(5) of the Act, in relation to the audited financial statements of the Company for the year ended Mar''24, the Board of Directors hereby confirm that:

â¢ in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

â¢ the directors have selected such accounting policies and applied them consistently and the Directors made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company as at Mar''24, and of the profit of the Company for the year;

â¢ the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting

fraud and other irregularities;

â¢ the directors have prepared the annual accounts of the Company on a going concern basis;

â¢ the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

Disclosure under Section 43(a)(ii) of the Act:

Disclosure under Section 54(1)(d) of the Act:

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 furnished.

Disclosure under Section 67(3) of the Act:

During the year under review, there were no instances of nonexercising of voting rights in respect of shares purchased directly by employees under a scheme hence no information pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

Disclosure under Rule 8 of the Companies (accounts) Rules, 2014:

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 for any loans taken from the Banks or Financial Institutions.

ACKNOWLEDGEMENT AND APPRECIATION:

Exchanges and other Regulatory Authorities, Bankers, Lenders, Financial Institutions, Members, Credit Rating agencies, Customers of the Company for their continued support and trust. The Board of Directors also places on record its sincere appreciation for the commitment and hard work put in by the Management and the employees of the Company for an excellent year of performance.

Concludingly, the Board would like to thank all the investors as well as the communities we operate in who have reposed their trust in us and supported us in our journey.

Mar 31, 2023

Your Directors take pleasure in presenting the 14^th Directors'' Report of the Company together with the Audited Statement of Accounts for FY23.

FINANCIAL SUMMARY:State of Company''s Affairs:

The Company is a leading technology driven affordable housing finance company in India. The Company serves first-time home buyers belonging to the low and middle-income group who aspire to own a home by offering a convenient digital process coupled with fast turnaround times. We take pride in understanding the needs of our customers and providing them extraordinary service in their home buying journey.

Financial Results:

Despite geopolitical uncertainty and rising inflation, the Indian economy was able to overcome the vagaries and demonstrate a healthy GDP growth of 7% supported by favorable government and central bank policies. The Company continued to capitalize on its technology led business model to achieve strong results for the year.

The key highlights of the Audited Financial Statements of your Company for FY23 and a comparison with the previous year is summarized below:

(Amount in '' Crs)
Particulars	FY23	FY22
Total Income	795.60	595.70
Less: Total Expenses	500.38	369.40
Profit/ (Loss) before tax	295.22	226.30
Less: Current tax	71.45	44.68
Deferred tax	(4.52)	7.53
Tax pertaining to earlier years	-	(12.01)
Profit after Tax	228.29	186.10
Other Comprehensive Income	(0.14)	(0.32)
Transfer of Statutory Reserve (u/s 29C of NHBAct, 1987)	(45.90)	(37.50)
Balance carried to Balance Sheet	182.25	148.28
Earnings per Share (Face Value ''2)
Basic (?)	26.01	21.26
Diluted (?)	25.20	20.54

Dividend & Reserves:

The board after considering the asset liability levels and the growing scale of business has made recommendation to return a portion of the surplus to the shareholders in the form of dividend for the financial year ended March''23. An amount of ? 2.60 per equity which is equivalent to 130 % of the face value of

the equity shares, being recommended by the Board, subject to the approval of the members, to be paid out as Dividend. The payout ratio for FY23 shall be 10%. The dividend declared is in accordance with the Dividend Distribution policy adopted by the Company. The Dividend Distribution Policy is hosted on the website of the Company.

During the year under review, pursuant to Section 29C of the NHB Act, 1987, the Company had transferred a sum of ''45.90 Crs out of the previous year''s profits available for appropriation to the Statutory Reserve Fund.

Business Update:

India is the fifth largest economy as per IMF and is projected to fare better than peers with an impressive estimated growth of 5.9% in 2023 and 6.3% in 2024. As per various leading research institutions, Indian GDP has the potential to deliver the highest CAGR globally in the medium term amongst large economies, driven by various structural policy measures taken by the Indian government. In the medium to long term, it is anticipated that the Indian economy would continue to gain from structural positives such as increased urbanisation rates, higher discretionary expenditure, greater transparency through digitisation, and the government''s emphasis on reforms in various sectors. The current fiscal budget which encourages an increase in public expenditure with a primary focus on infrastructure development, supports India''s medium-term growth.

HomeFirst has made a positive impact on the lives of 100,000 customers in its journey of 13 years by providing housing finance to these customers and enabling them to own a home. The Company has scaled a new milestone of ''7,000 Crs of AUM during this current fiscal. Disbursal of new loans crossed ''3,000 Crs. Our sustained growth supported by a healthy balance sheet has prompted rating agencies to enhance our credit rating to AA-/Stable. We have also diversified our lender base and added our first multilateral agency IFC, a member of World Bank Group. As of March''23, we have 26 banking and lending relationships.

Our distribution has been further strengthened to cover 265 touchpoints across 12 States. The Company has also crossed the milestone of 100 branch offices during the year to reach a total branch distribution of 111 branches. This contiguous branch expansion has helped your Company to grow its portfolio by 33.8% y-o-y. The highlights of the Company''s performance during FY23 are as follows:

â¢ The Assets Under Management (AUM) as at March''23 amounted to ''7198 Crs vis-a-vis ''5380 Crs in the previous year; a year-on-year growth of 33.8%.

â¢ The profit before tax for FY23 increased by 30.5% to '' 295.22 Crs (FY22: ''226.30 Crs). The profit after tax for FY23 increased by 22.7% to '' 228.29 Crs (FY22: ''186.10 Crs).

â¢ Strong Capital Adequacy ratio of 49.38% as of March''23.

â¢ Enhancement of rating from A to AA-.

â¢ Stable Asset Quality - The Gross NonPerforming Assets (GNPA) as on March''23 was 1.61% of the total loan book of the Company and corresponding Net Non-performing Assets (NNPA) was 1.07%.

â¢ The Net Interest Income reported for the period was ''379.24 Crs vis-a-vis ''262.23 Crs in FY22.

â¢ The Networth of the Company as on March 31, 2023 was ''1817.34 Crs (FY22: ''1573.69 Crs)

The organization''s goal of sustainable growth is underpinned by strong governance standards, combined with a zest to leave a positive social and environmental impact. HomeFirst has been successful in getting one of the best ESG risk ratings in the BFSI sector by MorningStar Sustainalytics. They have given HomeFirst an ESG Risk Rating of 16.2 with Low Risk and Strong rating for ESG Risk Management.

Further the Company has received subsidy under PMAY-CLSS worth ''277.91Crs towards 10,806 beneficiaries during the year and the same has been credited to the respective customers'' loan accounts to reduce the principal amount of their loans and provide relief by reducing their EMI.

Resources and Liquidity:

Your Company has been maintaining strong liquidity buffers on an ongoing basis. The Company has a diverse set of lenders/investors that include public sector banks, private sector banks, the National Housing Bank and other financial institutions. Funds were raised in accordance with the Company''s Resource Planning Policy, through term loans from banks, NCDs and re-finance facilities from NHB. The Company''s long-term nature of borrowings and adequate liquidity have ensured a well- matched ALM.

During the year under review, the Company issued secured, rated, unlisted, redeemable, taxable nonconvertible debentures on a private placement basis aggregating to ?280 Crs to the International Finance Corporation.

During the year under review, the Company has raised

(i) ?1860Crs borrowings from banks / finance companies (outstanding as of March''23: ?3,553.53Crs),

(ii) ?877.54 Crs raised by way of Direct Assignment & Colending (iii) ?600 Crs through re-finance from NHB (outstanding as of March''23: ?912.99 Crs) and (iv) ?280 Crs by way of NCDs (outstanding as of March''22: ?346.95 Crs).

Further, the liquidity coverage ratio (''LCR'') as on March 31,2023 was 157.21% as against the regulatory requirement of 50%.

Disclosure as per Master Direction - Non-Banking Financial Company - Housing Finance Company (Reserve Bank) Directions, 2021.

(ii) The total amount in respect of such Debentures remaining unclaimed or unpaid beyond the date of such debentures become due for redemption: Nil

Credit Rating:
The Company''s financial discipline and prudence is reflected in the strong credit ratings assigned by Credit Rating
Agencies as under:
	Instrument	Rating Agency	Rating	Outlook	Amount in '' Crs
		ICRA	AA-	Stable	3500
	Term Loan	India Ratings	AA-	Stable	2300
		CARE	AA-	Stable	44.23
	Commercial Paper	ICRA	A1	-	100
		India Ratings	A1	-	100
	Non-Convertible	ICRA	AA-	Stable	131
	Debentures	India Ratings	AA-	Stable	400

Migration of the Credit Rating of the Company:

During the year, considering the steady growth, strong profitability and robust balance sheet, rating agencies upgraded the credit rating of the Company. Both ICRA and CARE upgraded the rating from A to AA- (stable) in June 2022.

Capital Adequacy Ratio:

The Company maintains a Capital Adequacy Ratio of 49.38% (Tier I Capital Adequacy Ratio 48.89%) as of FY23 (FY22:58.61%); which is far higher than the minimum required level of 15% under the RBI Master Directions signifying the strong position of the Company.

Deposits:

Your Company being a non-Deposit taking Housing Finance Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing the details relating to deposits covered under Chapter V of the Act or the details of deposits that are not in compliance with the Chapter V of the Act is not applicable.

Awards & Recognitions:

Your Company was certified as ''Great Place to Work'' by Great Place to Work Institute, India for three consecutive years. This was an excellent endorsement of the human resource practices and work culture of the Company.

The Company has also received a certificate of Merit in PMAY empowering India Awards 2022 in recognition of its contribution to Affordable Housing development in the country.

Change in the nature of business:

There has been no change in the nature of business of the Company during the year under review.

Details of Companies which have become or ceased to be its subsidiary, associate or joint venture companies:

During the year under review the Company does not have any Subsidiary, Associate or Joint venture Companies.

Material changes and commitments, if any, affecting the financial position of the Company which have occurred between March''23 and date of this report:

No material changes and commitments, affecting the financial position of the Company have occurred

between the Financial Year ended March''23 and date of this Director''s Report.

SHARE CAPITAL:Authorized Share Capital:

During the year under review there was no change in the Authorized Share Capital of the Company.

Issued, Subscribed and Paid-up Share Capital:

During the year under review, the Company allotted 3,83,064 Equity Shares to employees on exercise of stock options granted under ESOP 2012 Scheme and ESOP II Scheme. Pursuant to the aforesaid allotments of equity shares, the issued, subscribed and paid-up share capital of the Company stands increased to ?17,60,33,534/- (8,80,16,767 Equity Shares of Face Value ?2/- each).

Particular Of Contracts Or Arrangement With Related Parties:

During the financial year under review, the Company has entered certain transactions/contract with related parties falling within the provisions of Section 188 of the Act and the rules made thereunder. However, the Company has obtained Omnibus approval for the same from the Audit Committee, and the requirement of disclosure of Related Party Transactions in terms of Section 134(h) of the Act is provided in Form AOC-2 as Annexure I.

Further as required by Master Directions - NonBanking Financial Company - Housing Finance Company (Reserve Bank) Directions, 2021, "Related Party Transaction Policy" is annexed as Annexure II and the same can be accessed on the website of the Company at https://homefirstindia.com/policy-/related-party-transaction-policy/ .

Conservation Of Energy, Technology Absorption And Foreign Exchange Earnings And Outgo:

Act read with the Companies (Accounts) Rules, 2014 is not provided in this Board''s Report. However, the Company has given the details of its initiatives in relation to conservation of energy and technology absorption in BRSR provided in Annexure VII.

Foreign Exchange Earnings and Outgo: The Company has no foreign exchange earnings and has made expenditure in foreign currency as per the following f-qhl P" (Amount in '' Crs)
	Sr no	Particulars	FY23	FY22
	1. 2.	Software license and technology fee Bank and other charges	2.49 0.63	6.14
		Total	3.12	6.14

Annual Return:

Pursuant to the provisions of Section 134(3)(a) of the Act, the copy of Annual Return in Form MGT-7 as required under Section 92 (3) of the Act shall be placed on the website of the Company at www. homefirstindia. com.

Particulars Of Loans, Guarantees Or Investments:

Adequacy Of Internal Financial Controls With Reference To The Financial Statements:

The Company has in place adequate internal financial controls with reference to its financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed. In the opinion of the Auditors

of the Company, there are adequate internal financial control procedures that are commensurate with the size of the Company.

Matters Related To Directors And Key Managerial Personnel:

The Company has a diverse and inclusive Board which endeavors 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 March''23, the Board of Directors of your Company comprised of 8 Directors; viz. four (4) Independent Directors out of which two (2) are women Independent Directors, three (3) Nominee Directors and 1 (one) Executive Director. The Chairman of the Board is an Independent Director.

Details of Board of Directors along with Key Managerial Personnel as on March''23 are mentioned below:

Name	DIN/PAN	Designation
Mr. Deepak Satwalekar	00009627	Chairman & Independent Director
Ms. Geeta Dutta Goel	02277155	Independent Director
Mr. Anuj Srivastava	09369327	Independent Director
Ms. Sucharita Mukherjee	02569078	Independent Director
Mr. Divya Sehgal	01775308	Nominee Non-Executive Director
Mr. Maninder Singh Juneja	02680016	Nominee Non-Executive Director
Mr. Narendra Ostawal	06530414	Nominee Non-Executive Director
Mr. Manoj Viswanathan	01741612	Managing Director and Chief Executive Officer
Ms. Nutan Gaba Patwari	AGSPG3187G	Chief Financial Officer
Mr. Shreyans Bachhawat	AJDPB9500E	Company Secretary

Appointment / Resignation of Directors:

During FY23, there has been no new appointment of a Director on the Board of the Company. Further, Mr. Vishal Vijay Gupta (DIN: 01913013) retired at the last annual general meeting and did not seek reappointment.

Key Managerial Personnel (KMP):

During the year under review, there was no change in the Key Managerial Personnel of the Company.

In terms of the Act, the following are the KMPs of the Company as on March''23:

a. Mr. Manoj Viswanathan - Managing Director & CEO

b. Ms. Nutan Gaba Patwari - Chief Financial Officer

c. Mr. Shreyans Bachhawat - Company Secretary

Declaration by Independent Directors:

There are four Independent Directors on the Board of the Company. The Independent Directors have submitted their Declaration of Independence in accordance with the relevant provisions of Section 149 of the Act; stating that they meet the criteria of Independence and are not disqualified from continuing as Independent Directors.

Declaration of Fit & Proper Criteria:

All the Directors of the Company have given the declaration to the effect that they are Fit & Proper, to be appointed as Director, as per the criteria prescribed by RBI / NHB.

Director(s) Retiring by Rotation:

In accordance with the provisions of Section 152 of the Act, Mr. Maninder Singh Juneja (DIN:02680016), Nominee Director of the Company, being longest in the office, retires at the ensuing Annual General Meeting.

Performance Evaluation of the Board:

The Company has defined a manner of evaluation as per the provisions of the Act and SEBI Listing Regulations and for the Evaluation of the performance of the Board, Committees of Board & Individual

Directors. The above manner is based on the Guidance Note on Board Evaluation issued by SEBI on January 05, 2017.

The Board carried out the evaluation of every Director''s performance, its own performance, the Committees namely Audit Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee, IT Strategy Committee and Risk Management Committee and all the Independent Directors.

During the financial year under review, a separate meeting of the Independent Directors was held on March 15, 2023, without the attendance of NonIndependent Directors and the Management of the Company. The Independent Directors have discussed and reviewed the performance of the NonIndependent Directors and the Board as a whole 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.

Corporate Governance Report:

The Corporate Governance report is furnished as Annexure III to this report. A certificate from Bhatt & Associates Company Secretaries LLP, Practicing Company Secretaries, confirming compliance with the conditions of Corporate Governance as prescribed under the Listing Regulations is annexed to the Corporate Governance Report. Further, pursuant to Regulation 34(3) and Schedule V Para-C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s. Bhatt & Associates Company Secretaries LLP have stated that for FY23, none of the Directors have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority and a certificate to that effect has been annexed to the corporate governance report.

Internal Guidelines on Corporate Governance:

As on March''23, your Company adhered to the Internal Guidelines on Corporate Governance adopted in accordance with Master Directions - Non-Banking Finance Company - (Housing Finance Company), (Reserve Bank) Directions, 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 th e C o m p a n y a n d ca n b e a c ce s s e d a t https://homefirstindia.com/policy/corporate-governance-policy/

Company''s policy on Director''s appointment and remuneration:

The Nomination and Remuneration Committee has laid down criteria for determining Directors Qualification, Attributes and independence of a Director, remuneration of Directors, Key Managerial Personnel and other employees and criteria for evaluation of Directors, Chairperson, Non-Executive Directors and Board and the evaluation process of the same. The policy may be accessed on the Company''s website at https://homefirstindia.com/nominationandcompensa tionpolicy.

Further as required by Master Directions - NonBanking Finance Company - (Housing Finance Company), (Reserve Bank) Directions, 2021, there were no pecuniary relationship or transactions of the nonexecutive directors with the Company except sitting fees and profit related commission paid to the Independent Directors.

Management Discussion and Analysis:

In accordance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations'') and Master Directions issued by the Reserve Bank of India, the Management Discussion and Analysis Report (MD&A) forms part of this report.

Business Responsibility and Sustainability Reporting (''BRSR''):

In terms of Regulations 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the top 1000 listed entities, based on the market capitalization (calculated as on 31st March of every financial year) shall submit business responsibility and sustainability report for FY23 describing the initiatives taken by these listed entities from an environmental, social and governance perspective, in the format as specified by SEBI from time to time. The same has been included as part of the Annual Report as Annexure VII. The Company being committed to the well-being and betterment of the community in which it operates and with a focus on the social and governance aspects have opted to submit the BRSR for FY23.

Disclosures Related To Board, Committees And Policies:Board and Committee Meetings:

During FY23, the Board of Directors of the Company met 4 times. The details of meetings of the Board and its Committees held during the financial year under review are provided in the Corporate Governance Report of the Directors which forms a part of this report. The intervening gap between the two Board meetings was within the period prescribed under the Act.

Whistle Blower Policy / Vigil Mechanism:

In accordance with the provisions of Section 177 (9) of the Act and the rules made thereunder, the Company has established Vigil mechanism and adopted a Whistleblower Policy under the surveillance of the Audit committee. The Company has adopted a work culture which ensures the highest standards of professionalism, honesty, integrity, moral and ethical behavior.

The Policy may be accessed on the Company''s website at the link: http://www.homefirstindia.com/whistle-blower-policy.

As part of its initiatives under Corporate Social Responsibility, the Company has undertaken projects in the areas of promoting healthcare, education and livelihood support, skill development of migrant workers and empowerment of women workers. The CSR Policy is available on the Company''s website at http://www.homefirstindia.com/CSR policy. The details of all the activities done as a part of CSR initiatives are given in Annexure V, forming part of this Report. These projects are in accordance with Schedule VII of the Companies Act, 2013 read with the relevant rules.

Risk Management Framework:

The financial world was significantly impacted due to the COVID-19 pandemic, with markets experiencing unprecedented volatility and businesses facing significant financial challenges. The recent, Russia Ukraine conflict also impacted the Indian financial services sector through its impact on the global economy and financial markets. Inflation touched a peak of 7.8% in April 2022 and remained at a level of 6.8% throughout May-November 2022. Adding to high inflation was China''s COVID-led disruption in the supply chain. To tackle inflation, RBI had to increase the interest rates. Despite such challenges, the robust risk management framework in the Company has helped in achieving strong results for the Company. The risk management framework at the company is designed keeping in mind regulatory requirements and dynamics of business environment. The key objective of policy is to support financial stability and create value for all the stakeholders.

As a lending institution, we face financial and nonfinancial risks. The risk management framework of your Company enables risk identification, risk assessment, risk response planning and actions, risk monitoring and overall risk governance. This augments our risk evaluation and management capabilities while providing the flexibility to adapt effectively and efficiently to the changing business and regulatory environment. The Company is vigilant and has laid down the policy considering the Company''s objectives, business strategy and intricacies arising out of the business operations.

The Company also has a Risk Management Committee, with Board members in majority, which oversees the overall risk assessment and monitoring in the Company. Adoption of Risk based Internal Audit further strengthens the risk framework of the Company in terms of identification and mitigation of various types of risks.

A detailed report on Risk Management is presented in the Management Discussion & Analysis report, which forms part of this annual report.

Auditors And Reports:Appointment of Auditors:

Pursuant to the provisions of Section 139 of the Act and the Companies (Audit and Auditors) Rules, 2014, and with the approval of the shareholders at the Annual General Meeting held on August 5, 2021, M/s. Deloitte Haskins and Sells (''Auditors''), Chartered Accountants, Firm registration no: 117365W, were appointed as the Statutory Auditors of the Company for a term of 3 years. The Company has received a confirmation from the said Auditors that they are not disqualified and are eligible to hold the office as Auditors of the Company.

Qualification/ Reservation/ Adverse remark / Disclaimer of Statutory Auditors on Financial Statements for FY23:

The Statutory Auditors have not made any adverse comments or given any qualification, reservation or adverse remarks or disclaimer in their Audit Report on the Financial Statements for FY23.

Fraud Reported by Auditors:

Internal Auditors:

The Company had appointed M/s. P Chandrashekhar LLP and M/s BDO India LLP as Joint Internal auditors (for

Branch and HO functions respectively) for FY23 to conduct comprehensive audits of functional areas and operations to examine the adequacy of, and compliance with policies, plans and statutory requirements. For the year under review, the Internal Auditors have not submitted material qualifications, reservations or adverse remarks or disclaimers.

Maintenance of Cost records:

The Company being a Housing Finance Company is not required to maintain cost records as prescribed under section 148(1) of the Act.

Secretarial Standards:

During the year under review, the Company has complied with the applicable secretarial standards issued by the Institute of Company Secretaries of India.

Secretarial Auditors'' and Secretarial Compliance Report:

In accordance with Section 204 of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Bhatt & Associates Company Secretaries LLP, Practicing Company Secretaries to conduct secretarial audit of the Company for FY23. The Secretarial Audit report has been annexed to this Report as Annexure IV. The Secretarial Auditors have not submitted any qualifications, reservations or adverse remarks or disclaimers. Further, the Secretarial Auditors have not reported any instances of fraud in terms of Section 143 (12) of the Act.

HUMAN RESOURCE:

The strength of the Company comes from its employees. Your Company has continuously invested in developing and ensuring the financial as well as mental well-being of its employees. The employees are equipped with different types of functional and behavioral skills to ensure high standards of service to internal and external stakeholders. During the year, the Company has provided various knowledge and skill-based training via online and offline modes.

Your Company has built a diverse workforce across gender, age, social and economic segments and has created a healthy work environment. The Company has a policy of hiring college graduates and giving them on the job training to realize their full potential and eventually giving them a sustainable career path within the organization. The HR team has built and nurtured a safe environment for the employees which has helped the employees deliver optimum results while maintaining their work life balance.

The Company has a total of 111 Branches as on March 31, 2023 with a total employee strength of 993 Employees.

Employee Stock Option Schemes:

In order to enable the employees of the Company to participate in its future growth and success, the Company has three Employee Stock Option policies. In terms of Regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the disclosures for FY23 with respect to all the ESOP policies have been provided on the website of the Company at www.homefrstindia.com.

Employee Remuneration:

In terms of Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the disclosures with respect to the remuneration of Directors, Key Managerial Personnel and employees of the Company have been provided in Annexure VI to this Board''s Report. Further, statement containing details of employees as required in terms of Section 197 of the Act read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is available for inspection at the Registered Office of the Company during working hours for a period of 21 days before the date of the ensuing Annual General Meeting. A copy of the statement may be obtained by shareholders by writing to the Company Secretary at the Registered Office of the Company or at [email protected].

Prevention Of Sexual Harassment At Workplace:

In accordance with the Act and the rules made thereunder the Company has adopted and implemented a policy on ''Prevention of Sexual Harassment''. The Policy is available on the website of the Company at the below mentioned link http://www.homefirstindia.com/psh-policv. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During FY23, the Company did not receive any complaint. The Annual Report as required under Section 21 of the Act read with Rule 14 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Rules, 2013 has been submitted to the respective authority.

Regulatory Compliance:

Other Disclosures:

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

Disclosure Of Orders Passed By Regulators Or Courts Or Tribunal:

During the year under review, there were no orders passed by the Regulators / Courts which would impact the going concern status of the company and its future operations.

In terms of Section 134(5) of the Act, in relation to the audited financial statements of the Company for the year ended March''23, the Board of Directors hereby confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. the directors have selected such accounting policies and applied them consistently and the Directors made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company as at March''23, and of the profit of the Company for the year;

d. the directors have prepared the annual accounts of the Company on a going concern basis;

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

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

Disclosure under Section 43(a)(ii) of the Act:

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 furnished.

Disclosure under Section 54(1)(d) of the Act:

Disclosure under Section 67(3) of the Act:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme hence no information pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

Disclosure under Rule 8 of the Companies (accounts) Rules, 2014:

Acknowledgement and Appreciation:

Your Board of Directors take this opportunity to express their appreciation to all stakeholders of the Company including the Reserve Bank of India, National Housing Bank, the Ministry of Corporate Affairs, Securities and Exchange Board of India, the Government of India, Stock Exchanges and other Regulatory Authorities, Bankers, Lenders, Financial Institutions, Members, Credit Rating agencies, Customers of the Company for their continued support and trust. Your directors would like to express deep appreciation for the commitment shown by the employees in supporting the Company in achieving continued strong performance on all fronts.

In closing, I would like to thank all the investors as well as the communities we operate in who have reposed their trust in us and supported us in our journey.

For and on behalf of the Board of Directors

Deepak Satwalekar

Chairman & Independent Director

DIN:00009627

Date: May 2, 2023 Place: Mumbai

Mar 31, 2022

Your Directors take pleasure in presenting the 13^thAnnual Report of the Company together with the Audited Statement of Accounts for FY22.

FINANCIAL SUMMARY:

State of Company''s Affairs

The Company is a leading technology driven affordable housing finance company in India. As a new-age company in one of the fastest growing economies, the Company caters to the need of first-time home buyers belonging to the low and middle-income group who have the aspiration of owning a home. The Company has transitioned over the years to keep pace with changes in the environment and technology, with its prime focus being to provide sustainable credit to the underserved segment of the society.

Financial Results:

The year FY22 saw a mix of the best of times and the worst of times. During the year under review, your company has delivered a robust all-round performance, emerging stronger from the crisis. Your company has achieved a key milestone of ? 5,000 Crs AUM in FY22. The customers exhibited resilience during this phase and this is illustrated by strong collections and the asset quality. Further, the bounce rate has also normalized and moving towards the pre-covid range of 10%-15%. Although we faced minor bumps on account of covid, the company managed to record healthy 1 DPD at 5.3%, 30 DPD at 3.7%. Further, our Gross Stage 3 (GNPA) stood at 2.3% in line with RBI circular dated 12 Nov 2021. Prior to such classification, it stood at 1.3% (March''21: 1.8%)

The key highlights of the Audited Financial Statements of your company for FY22 and a comparison with the previous year is summarized below.

(Amount in ?Crores)
Particulars	FY 22	FY 21
Total Income	595.70	489.16
Less: Total Expenses	369.40	355.12
Profit/ (Loss) before tax	226.30	134.04
Less: Current tax	44.68	28.95
Deferred tax	7.53	4.95
Tax pertaining to earlier years	(12.01)	-
Profit after Tax	186.10	100.14
Other Comprehensive Income	(0.32)	(0.33)
Transfer of Statutory Reserve (u/s 29C of NHB Act, 1987)	(37.50)	(20.04)
Balance carried to Balance Sheet	148.28	79.77
Earnings per Share (Face Value ?2)
Basic (?)	21.26	12.37
Diluted (?)	20.85	12.18

Business Update:

During the year under review, your company expanded the distribution network to 80 branches as at March''22 from 72 branches as at March''21. This contiguous branch expansion has helped your company to grow its portfolio by 30% y-o-y. Additionally, in FY22, the longterm credit rating for your company was revised from A ''Stable'' to A ''Positive'' by ICRA. Furthermore, India Ratings & Research had assigned the long-term credit rating as ''IND AA-''/Stable.

The Net Interest Income reported for the period was ?262.23 crores vis-a-vis ?189.55 crores in FY21. The increase in employee strength has also accounted for an increase in operating expenses to ?129.57 crores from ?106.38 crores in FY21. The Assets Under Management (AUM) as at March''22 amounted to ?5,380.33 crores vis-a-vis ?4,141.07 crores in the previous year; a year-on-year growth of 29.9%. The profit before tax for FY22 increased by 68.8 % to ? 226.30 crores (FY21: ?134.04 crores). The profit after tax for FY22 increased by 85.84% to ?186.10 and the Net Worth of the Company as on March''22 stood at ?1,573.69 crores.

The Gross Non-Performing Assets (GNPA) as on March''22 was ?101.52 crores equivalent to 2.33% of the total loan book of the Company and corresponding Net Non-performing Assets (NNPA) was ?76.27 crore resulting in NNPA of 1.77%. Pursuant to the requirement of the Indian Accounting Standard ("Ind AS"), net provision of ?1.54 crores was created by the Company in FY22 (FY21: ?18.59 crores) on total loan assets of the Company. The Company has written off loans amounting to ? 22.53 crores in FY22 (FY21: ? 12.88 crores) on which corresponding opening provisions were reversed. The total credit cost for the year amounted to ?25.02 crores (FY21: ?32.15 crores). As at March''22, the Company holds an aggregate provision of ?47.78 crores (FY21: ?46.25 crores) against advances. Our total ECL provision / POS as of March''22 stands at 1.1% (March''21: 1.4%).

During the year under review, the company issued secured, rated, listed, redeemable, taxable nonconvertible debentures on a private placement basis aggregating to ?99 crores which are listed on the wholesale debt segment of BSE Limited.

Further the Company had received subsidy under PMAY-CLSS worth ?89.47 crores in respect of 3,962 beneficiaries and the same had been credited into to the respective customers'' loan accounts as applicable.

Resources and Liquidity:

Your Company has been maintaining strong liquidity buffers on an ongoing basis. The Company has a diverse set of lenders/investors which includes public sector banks, private sector banks, the national housing bank, mutual funds and financial institutions. Funds were raised in accordance with the Company''s Resource Planning Policy, through term loans from banks, NCDs and re-finance facilities from NHB. The Company''s long-term nature of borrowings and adequate liquidity have ensured a well- matched ALM.

During the year under review, the Company has raised

(i) ?911 crores borrowings from bank / financial institutions (outstanding as on March''22: ?2,103.70 crores), (ii) ?605.09 crores raised by way of Direct Assignment (iii) ?400 crores through re-finance from NHB (outstanding as of March''22: ?1,194.28 crores) and (iv) ?99 crores by way of NCDs (outstanding as of March''22: ?168.78 crores).

Disclosure as per Master Direction - Non-Banking Financial Company - Housing Finance Company (Reserve Bank) Directions, 2021.

(I) The total number of non-convertible debentures which have not been claimed by the Investors or not paid by the housing finance company after the date on which the non-convertible debentures became due for redemption : Nil

(ii) The total amount in respect of such Debentures remaining unclaimed or unpaid beyond the date of such debentures become due for redemption : Nil

Credit Rating: The Company''s financial discipline and prudence is reflected in the strong credit ratings assigned by Credit Rating Agencies as under:
Instrument	Rating Agency	Rating	Outlook	Amount in ?
Term Loan	ICRA	A	Positive	3500 Cr
	India Ratings	AA-	Stable	1500 Cr
	CARE	A	Stable	282.97 Cr
Commercial Paper	ICRA	A1	-	100 Cr
	India Ratings	A1	-	100 Cr
Non-Convertible Debentures	ICRA	A	Positive	400 Cr
	India Ratings	AA-	Stable	400 Cr

Migration of Credit Rating of the Company:

During the year, rating agencies have reaffirmed their confidence in your Company''s stable operations and strong balance sheet. ICRA Ratings has revised the long-term outlook from "A Stable" to "A Positive". Also, India Ratings & Research had assigned "AA-Stable" rating to Home First''s long-term rating and reaffirmed " A1 " for the commercial paper program.

Capital Adequacy Ratio:

The Company maintains an adequate Capital Adequacy Ratio of 58.61 % (Tier I Capital Adequacy Ratio 58.05 %) as of FY22 (FY21 56.19%); which is far higher than the minimum required level of 15% under the RBI Master Directions signifying the strong position of the Company.

Deposits:

Your Company being a Non-Deposit taking Housing Finance Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing the details relating to deposits covered under Chapter V of the Act or the details of deposits that are not in compliance with the Chapter V of the Act is not applicable.

Awards & Recognitions:

Your Company was certified as ''Great Place to Work'' by Great Place to Work Institute, India. This was an excellent endorsement of the human resource practices and work culture of the Company.

Change in the nature of business:

There has been no change in the nature of business of the Company during the year under review.

Details of Companies which have become or ceased to be its subsidiary, associate or joint venture companies:

During the year under review the Company does not have any Subsidiary, Associate or Joint venture Companies.

Material changes and commitments, if any, affecting the financial position of the Company which have occurred between March''22 and date of this report:

No material changes and commitments, affecting the financial position of the Company have occurred between the financial year ended March''22 and date of this Director''s Report.

Dividends & Reserves:

The Board of Directors have assessed the performance of the Company and considering the future strategic plans of the Company for rapid growth, the Board considers it prudent to conserve the resources of the Company. Hence, the Board of Directors do not recommend any dividend payment on equity shares for the financial year under review.

The Company has formulated Dividend Distribution Policy in accordance with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") for bringing transparency in the matter of declaration of dividend and to protect the interest of investors. The Dividend Distribution Policy is available on the website of the Company at https://homefirst india.com/files/DividendDistributionPolicy.pdf

During the year under review, pursuant to Section 29C of the NHB Act, 1987, the Company had transferred a sum of ?37.50 crores out of the previous year''s profits available for appropriation to the Statutory Reserve Fund.

SHARE CAPITAL:Authorized Share Capital:

During the year under review there was no change in the Authorized Share Capital of the Company.

Issued, Subscribed and Paid-up Share Capital:

During the year under review, the Company allotted 233,976 Equity Shares to employees on exercise of stock options granted under ESOP 2012 Scheme and ESOP II Scheme. Pursuant to the aforesaid allotments of equity shares, the issued, subscribed and paid-up share capital of the Company stands increased to ?175,267,406 /- (87,633,703 Equity Shares of Face Value ?2/- each).

PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

During the financial year under review, the Company has entered into certain transactions/contract with related parties falling within the provisions of Section 188 of the Act and the rules made thereunder. However, the Company has obtained Omnibus

approval for the same from the Audit Committee, and the requirement of disclosure of Related Party Transactions in terms of Section 134(h) of the Act is provided in Form AOC-2 as Annexure I.

Further as required by Master Directions - NonBanking Financial Company - Housing Finance Company (Reserve Bank) Directions, 2021, "Related

Party Transaction Policy" is annexed as Annexure II and the same can be accessed on the website of the Company at

https://homefirstindia.com/policy/related-party-

transaction-policy/.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign Exchange Earnings and Outgo:

The Company has no foreign exchange earnings and has made expenditure in foreign currency as per the following table:

(Amount in ? crores)
Sr No.	Particulars	FY 22	FY 21
1.	Software fee	6.14	4.47
2.	Legal Counsel fee for IPO	-	1.95
3.	Data room charges for IPO	-	0.07
	Total	6.14	6.49

Pursuant to the provisions of Section 134(3)(a) of the Act, the copy of Annual Return in Form MGT-7 as required under Section 92 (3) of the Act is placed on the website of the Company at www.homefirstindia.com.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

control procedures that is commensurate with the size of the Company.

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 March''22, the Board of Directors of your Company comprised 9 Directors; viz. four (4) Independent Directors out of which two (2) are women Independent Directors, four (4) Nominee Directors and 1 (one) Executive Director. The Chairman of the Board is an Independent Director.

Details of Board of Directors along with Key Managerial Personnel as on March''22 is mentioned below

Name	DIN/PAN	Designation
Mr. Deepak Satwalekar	00009627	Chairman & Independent Director
Ms. Geeta Dutta Goel	02277155	Independent Director
Mr. Anuj Srivastava	09369327	Independent Director
Ms. Sucharita Mukherjee	02569078	Independent Director
Mr. Vishal Vijay Gupta	01913013	Nominee Non-Executive Director
Mr. Divya Sehgal	01775308	Nominee Non-Executive Director
Mr. Maninder Singh Juneja	02680016	Nominee Non-Executive Director
Mr. Narendra Ostawal	06530414	Nominee Non-Executive Director
Mr. Manoj Viswanathan	01741612	Managing Director and Chief Executive Officer
Ms. Nutan Gaba Patwari	AGSPG3187G	Chief Financial Officer
Mr. Shreyans Bachhawat	AJDPB9500E	Company Secretary

Appointment / Resignation of Directors:

During FY22, the following Directors were appointed on the Board of the Company as Non-Executive Independent Director of the Company.

â¢ Ms. Geeta Dutta Goel (DIN:02277155) w.e.f. November 1,2021

â¢ Mr. Anuj Srivastava (DIN:09369327) w.e.f. November 1,2021

â¢ Ms. Sucharita Mukherjee (DIN:02569078) w.e.f. February 1,2022

In the opinion of the Board, the Independent Directors appointed during the year meet the criteria of integrity, expertise and experience required for decision making and strategy building of the Company.

Further, the following Directors have resigned from the Board of the Company

â¢ Mr. Sakti Prasad Ghosh (DIN:00183802) w.e.f. October 31,2021

â¢ Ms. Sujatha Venkatramanan (DIN:05340759) w.e.f. October 31,2021

â¢ Mr. Rajagopalan Santhanam (DIN:00025669) w.e.f. January 31,2022

Key Managerial Personnel (KMP):

During the year under review, there was no change in the Key Managerial Personnel of the Company.

In terms of the Act, the following are the KMPs of the Company as on March''22:

a. Mr. Manoj Viswanathan -Managing Director & CEO

b. Ms. Nutan Gaba Patwari - Chief Financial Officer

c. Mr. Shreyans Bachhawat - Company Secretary

Declaration by Independent Directors:

Declaration of Fit & Proper Criteria:

All the Directors of the Company have given the declaration to the effect that they are Fit & Proper, to be appointed as Director, as per the criteria prescribed by RBI / NHB.

Director(s) Retiring by Rotation:

In accordance with provisions Section 152 of the Act, Mr. Vishal Vijay Gupta (DIN:01913013), Nominee Director of the Company, being longest in the office, retires at the ensuing Annual General Meeting.

Performance Evaluation of the Board:

The Company has defined a manner of evaluation as per the provisions of the Act and SEBI Listing Regulations and for the evaluation of the performance of the Board, Committees of Board & Individual Directors. The above manner is based on the Guidance Note on Board Evaluation issued by the SEBI on January 05, 2017.

The Board carried out the evaluation of every Director''s performance, its own performance, the Committees namely Audit Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee and Risk Management Committee and all the Independent Directors.

During the financial year under review, a separate meeting of the Independent Directors was held on March 21, 2022, without the attendance of NonIndependent Directors and the Management of the Company. The Independent Directors had discussed and reviewed the performance of the NonIndependent Directors and the Board as a whole 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.

Corporate Governance Report:

The Corporate Governance report is furnished as Annexure III to this report. A certificate from Bhatt & Associates Company Secretaries LLP, Practicing Company Secretaries, confirming compliance with the conditions of Corporate Governance as prescribed under the Listing Regulations is annexed to the Corporate Governance Report. Further, pursuant to Regulation 34(3) and Schedule V Para-C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s. Bhatt & Associates Company Secretaries LLP have stated that for FY22, none of the Directors have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority and a certificate to that effect has been annexed to the corporate governance report.

Internal Guidelines on Corporate Governance:

As on March''22, your Company adhered to the Internal Guidelines on Corporate Governance adopted in accordance with Master Directions - Non-Banking Finance Company -( Housing Finance Company), (Reserve Bank) Directions, 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 can be accessed at https:// homefirstindia.com/policy/corporate-governance-policy/

Company''s policy on Director''s appointment and remuneration:

The Nomination and Remuneration Committee had laid down criteria for determining Directors Qualification, Attributes and Independence of a Director, remuneration of Directors, Key Managerial Personnel and other employees and criteria for evaluation of Directors, Chairperson, Non-Executive Directors and Board and the evaluation process of the same. The policy may be accessed on the Company''s website at https://homefirstindia.com/.

Further as required by Master Directions - NonBanking Finance Company -( Housing Finance Company), (Reserve Bank) Directions, 2021, there were no pecuniary relationship or transactions of the NonExecutive Directors with the Company except sitting fees and profit related commission paid to the Independent Directors.

Management Discussion and Analysis:

Business Responsibility and Sustainability Reporting (''BRSR''):

In terms of Regulations 34(2)(f) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the top 1000 listed entities, based on the market capitalization (calculated as on 31st March of every financial year) shall submit business responsibility and sustainability report for FY22 describing the initiatives taken by these listed entities from an environmental,

social and governance perspective, in the format as specified by SEBI from time to time. The same has been included as part of the Annual Report as Annexure VII. Despite not being mandatory this year, the Company being committed to the well-being and betterment of the community in which it operates and with a focus on the social and governance aspects have opted to submit the BRSR for FY22.

DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES:Board and Committee Meetings:

During FY22, the Board of Directors of the Company met 5 times. The details of meetings of the Board and its Committees held during the financial year under review are provided in the Corporate Governance Report of the Directors which forms a part of this report. The intervening gap between the two Board meetings was within the period prescribed under the Act.

Whistle Blower Policy / Vigil Mechanism:

In accordance with the provisions of Section 177 (9) of the Act and the rules made thereunder, the Company has established Vigil mechanism and also adopted a Whistleblower Policy under the surveillance of the Audit committee. The Company has adopted a work culture which ensures the highest standards of professionalism, honesty, integrity, moral and ethical behavior.

The Policy may be accessed on the Company''s website at the link: http://www.homefirstindia.com/whistle-blower-policy

Corporate Social Responsibility (CSR):

As part of its initiatives under "Corporate Social Responsibility (CSR)", the Company has undertaken projects in the areas of promoting healthcare, education and livelihood support, skill development of migrant workers and empowerment of women workers. The Company in order to ensure environmental sustainability and to create ecological balance has undertaken projects viz. planting of trees and installing solar panels. Further, during COVID time, the Company has also provided oxygen cylinders and food kits. The CSR Policy is available on the Company''s website at http://www.homefirstindia.com/CSR policy. The details of all the activities done as a part of CSR initiatives are given in Annexure V, forming part of this Report. These projects are in accordance with Schedule

VII of the Companies Act, 2013 read with the relevant rules.

RISK MANAGEMENT FRAMEWORK:

With the growing size, risk management is critical for the Company. As a lending institution, we face financial and non-financial risks. The framework is developed in such a way that it aligns with the business strategy, company''s reputation and ensures support to business operations while creating value for the stakeholders. The Company has automated the risk management practices and has a multi-layered structure. This augments our risk evaluation and management capabilities while providing the flexibility to adapt effectively and efficiently to the changing business and regulatory environment.

In terms of the RBI NDSI Directions, the Listing Regulations and provisions of the Act, the Company''s ''Risk Management Framework and Risk Management Policy'' integrates various elements of risk management embodied in the business and administrative aspects of the Company into a unified enterprise-wide policy. The Company is vigilant and has laid down the policy in light of Company''s objectives, business strategy and intricacies arising out of the business operations. The Company identifies and monitors risks periodically. The Company also has a Risk Management Committee, comprising majority of Board members, which oversees the overall risk assessment and implementation of the mitigants in the Company.

A detailed report on Risk Management is presented in the Management & Discussion Analysis report, which forms part of this annual report.

AUDITORS AND REPORTS:Appointment of Auditors:

Qualification/ Reservation/ Adverse remark / Disclaimer of Statutory Auditors on Financial Statements for FY22:

The Statutory Auditors have not made any adverse comments or given any qualification, reservation or adverse remarks or disclaimer in their Audit Report on the Financial Statements for FY22.

Fraud Reported by Auditors:

Internal Auditors:

The Company had appointed M/s. P Chandrashekhar LLP and M/s BdO India LLP as Joint Internal Auditors for FY22 to conduct comprehensive audits of functional areas and operations to examine the adequacy of, and compliance with policies, plans and statutory requirements. For the year under review, the Internal Auditors have not submitted any material qualifications, reservations or adverse remarks or disclaimers.

Maintenance of Cost records:

The Company being a Housing finance Company is not required to maintain cost records as prescribed under section 148(1) of the Act.

Secretarial Standards:

During the year under review, the Company has complied with the applicable secretarial standards issued by the Institute of Company Secretaries of India.

Secretarial Auditors'' and Secretarial Compliance Report:

In accordance with Section 204 of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Bhatt & Associates Company Secretaries LLP, Practicing Company Secretaries to conduct secretarial audit of the Company for FY22. The Secretarial Audit report has been annexed to this Report as Annexure IV. The Secretarial Auditors have not submitted any qualifications, reservations or adverse remarks or disclaimers. Further, the Secretarial Auditors have not reported any instances of fraud in terms of Section 143 (12) of the Act.

The primary responsibility of Human Resource (HR) function at the Company is to equip the employees of the Company with the processes and services which will help them in order to achieve the goals of the Company. The HR team has built and nurtured a safe environment for the employees which has helped the employees to deliver optimum result while maintaining their work life balance.

The Company''s total staff strength for FY22 is 851; out of which women employees constitute 233 (27.38%) of the total workforce. The Company has hired a Chief Technology Officer and a Chief Risk Officer and has further strengthened the Leadership team. The employees of the Company possess industry knowledge and have the required skill set to achieve the goals of the Company. Training and Development of the employees through digital channels continued to be the key area of focus this year as well. The Company has also introduced new online modules to meet the training needs of our workforce. The HR team also had conducted various employee engagement activities to promote collaboration and positivity amongst employees located across India especially during the stressed Covid pandemic period.

The Company has a detailed yearlong training and development program for all the new hires, which comprises classroom-training sessions, on the job training and a buddy program. Your Company also conducts various training on subject matters such as business operations, credit underwriting, insider trading, whistle blower mechanism, prevention of sexual harassment, information security training program, functional training, behavioral training and for other matters as and when required. Your Company also has a leadership development program for senior employees which is aimed to get them to the next level considering the need for succession planning. The Company has HR Policy, Parental leave policy, Job rotation policy and Equal opportunity policy which helps to create a safe and conducive working environment for its employees.

EMPLOYEE STOCK OPTION SCHEMES:

In order to enable the employees of the Company to participate in the future growth and success of the Company, Employee Stock Option Scheme 2012 Policy ("EsOp 2012") and Employee Stock Option Plan II ("ESOP II") which was adopted by the Company were ratified by the Shareholders at the last Annual General

Meeting as required under Securities and Exchange Board of India (Share Based Employee Benefits) Regulations 2014. During the year under the review, your Company has also introduced a new ESOP Scheme named Homefirst ESOP Scheme 2021 ("ESOP 2021") for the benefit of the employee. In terms of Regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the disclosures for FY22 with respect to all the ESOP policies have been provided on website of the Company at www.homefirstindia.com.

Employee Remuneration:

In terms of Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the disclosures with respect to the remuneration of Directors, Key Managerial Personnel and Employees of the Company have been provided in Annexure VI to this Board''s Report. Further, statement containing details of employees as required in terms of Section 197 of the Act read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is available for inspection at the Registered Office of the Company during working hours for a period of 21 days before the date of the ensuing Annual General Meeting. A copy of the statement may be obtained by shareholders by writing to the Company Secretary at the Registered & Corporate Office of the Company or at corporate @homefirstindia.com.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

In accordance with the Act and the rules made thereunder the Company has adopted and implemented a policy in this behalf. The Policy is available on the website of the Company at the below mentioned http://www.homefirstindia.com/psh-policy. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During FY22, the Company had received one complaint and the same was appropriately resolved. The Annual Report as required under Section 21 of the Act read with Rule 14 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Rules, 2013 has been submitted to the respective authority.

The Company has also been following directions / guidelines / circulars issued by Accounting Standards, Income Tax Act, 1961 and Ministry of Corporate Affairs from time to time, as applicable to the Company.

OTHER DISCLOSURES:

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

During the year under review, there were no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations. However, BSE Limited vide their email dated December 10, 2021 had levied a penalty of ?29,500 (including GST) for delay in disclosure of asset cover in relation to Non-Convertible Debentures for the half year ended September 30, 2021 under Regulation 54(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, the Company has made representation before BSE Limited for waiver of the same and is yet to receive any communication from them as on the date of this report.

DIRECTOR''S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Act, in relation to the audited financial statements of the Company for the year ended March''22, the Board of Directors hereby confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. the directors had selected such accounting policies and applied them consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March''22, and of the profit of the Company for the

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

d. the directors had prepared the annual accounts of the Company on a going concern basis;

e. the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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 ACT:

DISCLOSURE UNDER SECTION 54(1)(d) OF THE ACT:

DISCLOSURE UNDER SECTION 67(3) OF THE ACT:

DISCLOSURE UNDER RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014:

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 for any loans taken from the Banks or Financial Institutions.

ACKNOWLEDGEMENT AND APPRECIATION:

In closing, I would like to thank all the investors as well as the communities we operate in who have reposed their trust in us and supported us in our journey.

For and on behalf of the Board of Directors

Deepak Satwalekar

Chairman & Independent Director

DIN:00009627

Date: May 3, 2022 Place: Mumbai

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